Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... ·...

46
Rice Midstream Partners Investor Presentation February 2016

Transcript of Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... ·...

Page 1: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

1 wwwriceenergycom

Rice Midstream PartnersInvestor PresentationFebruary 2016

2 wwwriceenergycom

Recent Company Updates

Q4 and FY 2015 Results Slide 4

Attractive Drop Down Potential Slide 12

Integrated Water Services Business Acquisition Slide 14

Western Greene County Midstream Update Slide 15

RICE Overview Slide 17

2016 Guidance Slide 6

3 wwwriceenergycom

RMP Investment Highlights 100 of RMP acreage dedications are located within the dry gas core of the Marcellus Shale and Utica Shales

RICErsquos concentrated dry gas core position + multi-well pad drilling = minimal RMP capex to meaningfully increase gathering throughput and water delivery volumes

Significant optionality on emerging Pennsylvania Utica opportunity

RMPrsquos strong 2016 expected throughput growth of ~25 over 2015 driven by high quality sponsor

Significant growth expected from contracted third party dedications from top tier producers

Increased distributions in 2Q15 3Q15 and 4Q15 ahead of previously anticipated distribution increase timing

RMP has a ROFO on RICErsquos OH gas gathering system consisting of 58000 acres dedicated in Belmont County

RICE closed Strike Force JV with Gulfport to provide midstream services on 75000 acres dedicated in Belmont and Monroe Counties

Expect to continue to grow third party gathering and water services opportunities

MLP cash flow driven by scalable dry gas throughput complementary water services business and protected with 100 fee-based contracts

Prolific assets and balance sheet strength positions RMP for continued growth through organic development and accretive acquisitions

Visible top-tier distribution growth profile driven by disciplined and aligned sponsor attractive drop down candidates and high-quality third party dedications

148K net acres in the dry gas cores of the Marcellus and Utica w 13+ year inventory in each area

Top-tier well results generate attractive single-well returns of approximately ~30(1) at strip pricing

Majority of 2016 production covered by firm sales and transportation and 662 BBtud hedged in 2016 at weighted avg floor price of $326 MMBtu

__________________________1 Assumes strip pricing as of 21916

Strategically Located Midstream Assets

Rapid Organic Growth

Premier EampP Sponsor

Attractive Drop Down Potential

Predictable Cash Flow Profile

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RICE closed Strike Force JV w GPOR to develop gathering and compression for their Utica acreage

ROFO on RICErsquos OH gas gathering and compression assets In 4Q15 acquired RICErsquos PA amp OH water services business for $200MM

purchase price

Fourth quarter average daily throughput of 703 MDthd Increased acreage dedication in PA from RICE by 19000 gross acres to

93000 acres Increased distribution to $01965 unit for 4Q15 Expect to increase distributions by 20 in 2016

$315MM liquidity w $143MM drawn under our revolving credit facility DCF coverage ratio of 122x for 4Q15 Cash flow driven by scalable dry gas throughput complementary

water services business amp protected w 100 fee based contracts

Ample liquidity and balance sheet strength positions RMP for continued growth through organic development and accretive acquisitions

Visible top-tier distribution growth profile driven by disciplined and aligned sponsor attractive drop-down candidates and high-quality third party dedications

EXECUTION IS DRIVING

RAPID ORGANIC GROWTH

WELL-PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

ATTRACTIVE DROP

DOWN POTENTIAL

PREDICTABLE CASH

FLOW PROFILE

RMP Fourth Quarter 2015 Highlights

5 wwwriceenergycom

FINANCIAL SUMMARY

RMP Fourth Quarter 2015 Financial Summary

Fourth quarter average daily throughput of 703 MDthd 18 attributable to third-party volumes

Adjusted EBITDA of $19MM Distributable Cash Flow of $17MM DCF coverage ratio of 122x

Solid fourth quarter results supported by strong throughput growth well capitalized balance sheet and ample liquidity

$143MM drawn under our revolving credit facility $8MM of cash on hand

Three Months Ended($ in millions except per unit data) December 31 2015Affiliate gathering volumes (MDthd) 577 Third-party gathering volumes (MDthd) 126

Total gathering volumes (MDthd) 703

Water service volumes (MMgal) 202

Total operating revenues $29314

Total operating expenses $15538Total operating income $13776

Adjusted EBITDA $19065

Distributable cash flow $16997DCF unit $024

Distribution declared $13935Distribution unit $01965

DCF coverage ratio 122x

($ in millions) December 31 2015Revolver capacity $450Less Borrowings 143 Plus Cash and cash equivalents 8

Liquidity $315

Increased distribution to $01965 unit for 4Q15 $0003 unit increase

20 distribution growth target in 2016

DISTRIBUTIONS

OPERATING METRICS LIQUIDITY AS OF DECEMBER 31 2015

Financial Summary

EBITDA

Financial Summary

EBITDA

6 wwwriceenergycom

RMP Financial Overview

2016 GUIDANCE(1)

$ in millions except per share data as of 123115Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price as of 123115 $1349

Market Capitalization $957Cash 8 Revolving credit facility 143

Enterprise Value $1108

Leverage Statistics4Q15 Net Debt RR EBITDA 18xEBITDA Interest NMDebt to EBITDA Covenant 475x

Liquidity SummaryRevolving credit facility $450Less amount drawn 143 Availability under RCF $307Plus cash on hand 8 Liquidity as of 123115 $315

__________________________1 As of February 24 2016

CAPITALIZATION AND LIQUIDITY AT 123115

Capital Expenditure ($MM)Gas Gathering and Compression $ 140 Water Services $ 10 Total Capital Expenditures $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($MM) 15$ - 18$

Adjusted EBITDA ($MM)Gas gathering and compression 85$ - 90$ Water business 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($MM) 90$ 100$ Average DCF Coverage Ratio 13x 15x Distribution Growth

Guidance

20 - 25

20

Sheet1

7 wwwriceenergycom

RICE and RMP Organizational Structure

DE

PA Water

Rice Olympus Midstream

(OH Gathering)

59 LP interest

Rice Midstream Holdings LLC

Public Unitholders

Strike Force Midstream (GPOR JV)

ROFOAssets

OH WaterPA Gathering

$300MM Credit Facility +

$450MM Credit Facility

$750MM Credit Facility

$100MM Accordion Feature

EIG Managed Funds

GP Holdings(IDRs and LP Interest)

825 common

equity interest

100 Series B Preferred Equity

($375MM invested)

75 equity interest

100 Series A Common Equity

41 LP interest 100 of IDRs

RMP GP(non-economic)

100 equity interest100 ownership9175 common

equity interest

8 wwwriceenergycom

RMP High Growth MLP in Prolific Appalachian Basin

__________________________1 As of February 24 20162 As of December 31 2015 The agreement between RICE and RMP covers approximately 93000 gross acres of the RICErsquos acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of December 31 2015 and any future acreage it acquires within these

counties excluding the first 400 MDthd of RICErsquos production from approximately 19000 gross acres subject to a pre-existing third-party dedication Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

RMP OVERVIEW

PA gas gathering system of over 40 MMDthd design capacity

Oversized to accommodate future growth and emerging PA Utica potential

Gathering throughput driven by SW PA technical leaders

~80 of 2016E throughput from RICE operated volumes and ~20 from 3rd parties primarily EQT

2016 GUIDANCE(1)

2016E EBITDA of $110MM -$120MM

2016 capex budget of $150MM

$140MM gathering and compression

$10MM water services

RMP constructing ~15 miles of gathering pipeline in 2016

RMP installing compression for RICE in 1H16 that will start generating revenue mid-2016

GATHERING SYSTEM INFORMATION

Dedicated GrossAcreage(2)

4Q 2015 Throughput

(MDthd)2016E Capex

($MM)(1)

RMP 114000 703 $150

Concentrated Prolific Position to Drive Targeted 20 Distribution Growth

WEST VIRGINIA

OH PA

WV

Greene

Washington

PENNSYLVANIA

Belmont

WEST VIRGINIA

Beaver

Brooke

Legend

RMP Gathering Pipeline to be Constructed

RICE Acreage

RMP Gathering Pipeline

3rd Party Dedicated to RMP

RMP Water PipelineRMP Water Pipeline to be ConstructedRMP Water Interconnects

GPOR Water Dedication

RICE Western Greene Area

OHIO

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RMP Gathering and Water System Build-out

PA gathering system oversized to accommodate future growth and emerging PA Utica potential

Mileage 128 miles by YE16

Total Design Capacity over 40 MMDthd

Substantially all of RICErsquos drilling locations within the RMP dedication will be within 2 miles of the completed PA gathering system

112 miles of water pipeline to deliver fresh water to well pads for completions

152 million gallons of water impoundment capacity

SUMMARY

RMPrsquos midstream system has grown significantly since 2013

2013

2014 2015

RMP Gathering Pipeline RMP Gathering Pipeline to be Constructed RMP Water Pipeline RMP Water Pipeline to be Constructed RICE Acreage

2012

3rd Party Dedicated to RMP

2016E

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RMP 3rd Party Dedications from Top Operators in the Basin

SYSTEM MAP

RMPrsquos Assets are Well Positioned to Capture 3rd Party Growth

3rd Party Gathering Dedication SummaryPA

Dedicated Acreage 21000

Gatherer RMP

3Q 2015 Throughput (MDthd) 127

Contract Term ~10 years (wtd avg)

Gathering Compression Fee ($Dth)

$043(1) varies

__________________________1 Calculated based on weighted average historic throughput

OVERVIEW

High quality 3rd party operators with active development programs

EQT and GPOR (primary 3rd party customers) are technical leaders with strong balance sheets and attractive firm transportation portfolios and hedges to support development

Pennsylvania

~21000 gross acres dedicated

127 MDthd gathered in 4Q 2015 (18 of RMPrsquos throughput)

Ohio GPOR Water Dedication within 15 mile perimeter

around water distribution system in Ohio

WEST VIRGINIA

OH PA

WV

Greene

Washington

PENNSYLVANIA

Belmont

WEST VIRGINIA

Beaver

Brooke

Legend

RMP Gathering Pipeline to be Constructed

RICE Acreage

RMP Gathering Pipeline

3rd Party Dedicated to RMP

RMP Water PipelineRMP Water Pipeline to be ConstructedRMP Water Interconnects

GPOR Water Dedication

RICE Western Greene Area

OHIO

11 wwwriceenergycom

Industry-Leading Throughput Growth4Q 2015 throughput of ~1027 MDthd through RICE and RMP midstream systems (25 3rd Party)

RMP System 703 MDthd (18 3rd Party) RICE OH System 323 MDthd (40 3rd Party)

0

200000

400000

600000

800000

1000000

1200000

Dthd

RMP - Rice Operated (PA) RMP - 3rd Party (PA) RICE - Rice Operated (OH) RICE - 3rd Party (OH)

Average Throughput (MDthd)

2010 2011 2012 2013 2014 2015

Throughput 4 18 61 176 409 894

YoY Growth 350 238 188 133 119

(1)

__________________________1 PA 3rd party volumes as of April 2014 close of Momentum asset acquisition

RMP AND RICE OH MIDSTREAM HISTORICAL THROUGHPUT

12 wwwriceenergycom

Attractive Drop Down Potential ndash OH Gathering

__________________________1 As of February 24 20162 As of December 31 2015

RMH OVERVIEW

OH gas gathering system of over 20 MMDthd design capacity

Gathering throughput driven by SE OH technical leaders

~65 of 2016E throughput from RICE volumes and ~35 from GPOR(1)

Will access TETCO REX ET Rover and DEO to deliver gas to Gulf Coast and Midwest markets

2016 GUIDANCE(1)

2016E EBITDA of $40MM -$45MM

2016 capex budget of $155MM

Constructing ~30 miles of gathering pipeline in 2016

Premier Midstream Systems in Prolific Dry Gas Utica Core Adds to Inventory of Drop Down Candidates

GATHERING SYSTEM INFORMATION

DedicatedGross

Acreage(2)

4Q 2015 Throughput

(MDthd)

RICE OH Gathering 58000 323

Strike Force JV 75000 -

Total 133000 323

Belmont

Monroe

OHIO

WEST VIRGINIA

OH PA

WV

LegendRICE Ohio Gathering Pipeline RICE Ohio Gathering Pipeline to be Constructed

GPOR Dedicated to RICERICE Acreage Dedicated to 3rd

Party

Strike Force JV AMI

13 wwwriceenergycom

Attractive Drop Down Potential ndash Strike Force JV TRANSACTION OVERVIEW STRATEGIC RATIONALE

RICE and GPOR completed the formation of Utica Shale strategic midstream JV (ldquoStrike Forcerdquo)

Provide gas gathering and compression services to GPORrsquos Eastern Belmont and Monroe acreage in Ohio

Supported by long-term fee-based service agreements with GPOR

Ownership RICE 75 and GPOR 25 with RICE to construct and operate all JV assets

Dry gas gathering system with capacity to gather up to 18 MMDthd

System will consist of ~165 miles of high and low pressure 12rdquo ndash 24rdquo gathering pipelines with multiple interconnections to Rockies Express ET Rover TETCO Dominion East Ohio and other future pipelines

~50000 horsepower of compression for gathering and delivery into various downstream interstate pipelines

GPOR dedicated ~75000 leasehold acres within the Strike Force AMI of ~319000 acres

Constructing Extensive Dry Gas Gathering and Water Systems in One of the Most Prolific Natural Gas Plays

Strike Force strengthens Ricersquos leading midstream position in the core of the Utica Shale

Expands relationship with GPOR across its premier position in the dry gas Utica Shale

Achieves efficiencies of simultaneous development of gathering and compression

Leverages existing footprint to grow 3rd party business and pursue additional 3rd party opportunities within a ~319000-acre AMI

System designed to accommodate future growth

Significantly adds to RICErsquos attractive inventory of drop down candidates

PHASE 1 COMPLETED AHEAD OF SCHEDULE AND FIRST FLOW

COMMENCED ON FEBRUARY 1 2016

14 wwwriceenergycom

__________________________1 Assumes fee of $006 per gallon and operating expense of $0013 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral2 Assumes fee of $007 per gallon and operating expense of $0013 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Acquisition Assets ndash Integrated Water Services BusinessWATER SERVICES BUSINESS OVERVIEW WATER DISTRIBUTION SYSTEM MAP

Delivers fresh water to well pads for completions

Collects recycles or disposes of flowback and produced water for RICE amp 3rd parties

Volumetric fee structure to provide revenue amp cash flow stability

PENNSYLVANIA amp OHIO WATER SYSTEMS

PA trunk line substantially complete in 1Q15 and OH trunk line substantially complete in 3Q15

Trunk lines consist primarily of 24-30rdquo polyethylene pipe amp laterals consist of 18rdquo polyethylene pipe

~90 of 2016E PA volumes expected to come from RICE amp ~75 of 2016E OH volumes expected to come from RICE

PROJECTED FRESH WATER DELIVERY INFRASTRUCTURE

PA OH TOTAL

Water Pipeline (Miles) 64 48 112

Connected Sources (MMGPD) 87 107 194

Cash Operating Margin $517000(1) $963000(2) Water Pipeline Water Pipeline to be ConstructedRICE Acreage

WetzelPA

OH

Greene

Washington

Monroe Marshall

Harrison

Jefferson

Ohio

Brooke

BeaverAlleghenyCarroll

Belmont

Monongahela River

Withdrawal

Ohio RiverWithdrawal

OH PA

WVGPOR Water Dedication

15 wwwriceenergycom

Western Greene County Midstream Update

Development area located in western Greene County PA in the heart of the Marcellus dry gas core and the emerging super-deep dry gas Utica core

RMP will now gather all production above 40 MDthd

ndash Williams will provide Rice with gathering and compression services for the first ~40 MDthd of production from this area

Improvement to Ricersquos single well economicsndash ~45 increase in Marcellus PV10well(1) ~$7MM ~$10MMndash Rice also benefits economically from RMP distribution growth associated

with the organic growth opportunity

Strategically accretive to RMPndash Increases RMPrsquos acreage dedication from Rice Energy by 19000 Marcellus

acres (25 increase ~110 undeveloped net Marcellus wells) and 17000 Utica acres (~40 undeveloped Utica wells)

ndash RMP has acquired the necessary right-of-ways and has submitted permits in order to construct the header system

__________________________1 Increase PV10 due to assumed gathering and compression fee of $030dth and $007dth versus previous historical fees of $045dth and $012dth Actual midstream fees for this area to be determined Assumes $350 HHUB See appendix for single well return assumptions

PAWV

Washington

Greene

Rice Western Greene Area

RMP Proposed Gathering Trunkline

RICE has renegotiated its gathering agreement with Williams allowing RMP to provide gas gathering services for RICE in western Greene County PA

16 wwwriceenergycom

2015 Midstream System Statistics

__________________________1 The agreement between RICE and RMP covers approximately 93000 gross acres of the RICErsquos acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of December 31 2015 and any future acreage it acquires within these counties excluding the first

400 MDthd of RICErsquos production from approximately 19000 gross acres subject to a pre-existing third-party dedication2 Fees will be annually escalated based upon changes in the Consumer Price Index Compression fees are derived on a per stage basis3 Certain of RMPrsquos third-party contracts provided for an increase in the gathering fee RMP will receive upon completion of construction of an 18-mile 30 inch pipeline connecting its gathering system to TETCO which was completed in November 2014 Represents weighted average

based on historical throughput4 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system

based on a 9000rsquo lateral

RMP Assets

Pennsylvania Ohio

Gathering and Compression Statistics Gathering and Compression StatisticsDesign Gathering Capacity (MMDthd) gt 40 Design Gathering Capacity (MMDthd) gt 20

YE15 YE16 YE15 YE16Gas Gathering Pipeline Mileage (miles) 113 128 Gas Gathering Pipeline Mileage (miles) 54 65

Acreage Dedications Acreage DedicationsRICE(1) 93000 RICE 380003rd Party 21000 3rd Party 20000

Total Acreage Dedications 114000 Total Acreage Dedications 58000

Midstream Fees Paid by RICE to RMP ($Dth) (2) Midstream Fees Paid by RICE to RICE OH ($Dth) (2)

Gathering $030 Gathering $030Compression (per stage of compression) $007 Compression (per stage of compression) $007

3rd Party Midstream Fees ($Dth) 3rd Party Midstream Fees ($Dth)Gathering (3) $043 Gathering undisclosedCompression vairies Compression undisclosed

Water Distribution System Statistics Water Distribution System StatisticsYE15 YE15

Connected Water Sources (MMGPD) 87 Connected Water Sources (MMGPD) 107Water Services Fee Paid by RICE ($gallon)(4) $006 Water Services Fee Paid by RICE ($gallon)(4) $007

Strike Force JV

Gathering and Compression StatisticsYE15 YE16

Gas Gathering Pipeline Mileage (miles) 7 29 AMI Acreage 319000GPOR Dedicated Acreage 75000

17 wwwriceenergycom

RICE Overview

18 wwwriceenergycom

Concentrated Core Upstream Assets

__________________________1 Net undeveloped locations as of 123115 See slide entitled ldquoAdditional Disclosuresrdquo on detail regarding RICErsquos methodology for the calculation of locations2 Strip as of 1416

92000

56000

449

175

Net Acres Daily ProductionUtica Core Marcellus Core

197000

Marcellus OH Utica

624 MMcfed

Washington

Greene

Belmont

PA Utica

Deep PA Utica Core

Premier EampP Company in the Lowest Cost Gas Shale Plays

100 of assets located in the cores of the Marcellus and Utica

Valuable production base of 624 MMcfed ($12bn PD + Hedge PV10)(2)

Low breakevens of $215MMBtu across Marcellus and dry-gas OH Utica

Strong hedge and FT portfolio provides protection from downcycles

Inventory (Wells)

10 Year Inventory from Marcellus and OH Utica with

upside from PA Utica

487

215

105 143

Developed

121

18

Producing Wells

143 Wells3 Geneseo1 PA Utica

Stacked Pay on PA Acreage

49000PA Utica

19 wwwriceenergycom

647 800

247

400

175

401

894

1200

2013 2014 2015 2016E

PA OH

$043 $031 $026

$055 $038 $036

$038

$038 $038

$044

$043 $034

$180

$150 $134

2013 2014 2015LOE and Taxes FT Gathering GampA

127 274

552 720

2013 2014 2015 2016E

249 644

1015 350

662

685

599

1306

1700

2013 2014 2015

PD PUD

$2457

$1651 $1450

2014 2015 2016E

$1439 $1237 $1181 $1150

2013 2014 2015 2016E

Track Record of Low-Cost GrowthPER UNIT CASH COSTS ($MCFE) (1)UTICA DampC COSTS ($FT)MARCELLUS DampC COSTS ($FT)

MIDSTREAM THROUGHPUT (MDTHD)NET PRODUCTION (MMCFED)PROVED RESERVES (BCFE)

__________________________1 EampP segment costs RICE gathering agreements in OH and PA began in 2015 Gathering fee per Mcfe applied to 2013 and 2014 to show a comparison on apples to apples basis

20 wwwriceenergycom

2016 budget positions RICE for success in 2016 and beyondndash Focused on balance sheet and EampP returns while creating significant future midstream valuendash 2016 DampC budget maintains clean balance sheet while investing in 2017

Financial Strength ndash Healthy balance sheet ample liquidity and robust hedgesndash Healthy Balance Sheet Expect to exit 2016 at 30x leverage with no dependence on drop downs or capital marketsndash Ample Liquidity $14bn of liquidity(1) $11B EampP and $300MM RMHndash Robust amp Attractive Hedges 87 of 2016 production hedged at $326MMBtu majority of 2017 production hedged at $314MMBtu

Highly concentrated acreage position in the most economic areas of the Marcellus and Utica Shalendash Core Locations 134 net producing wells (624 MMcfed in Q4rsquo15) + 487 net undeveloped Marcellus wells + 215 net undeveloped OH Utica wells + 105 net undeveloped PA Utica

wellsndash Resilient Economics Development and operating cost declines have driven avg breakeven PV-10 to ~$215MMBtu (~15 lower than 2015) ndash Compelling Returns in Challenging Market ~30 Pre-Hedge IRRs at strip pricing(2)

Midstream is a valuable and differentiated element of the RICE storyndash 1 Gatherer in the Dry Gas Core 247000 acres(3) dedicated from 3 of the 5 most active operators in SW Appalachiandash Unique Financial Advantages ~$10B of midstream monetizations and financings to date with ~$13B of estimated remaining drop down inventory and GP Holdings with expected

future value of $10B+ndash High Growth MLP RMP expects 20 distribution growth with current asset base while maintaining 13x-15x coverage in 2016

Firm Transportation (FT) Portfolio is right-sized for Ricersquos production growth and basis outlookndash Right-Sized FT covers gt80 of 2016 production and decreases to ~60 by 2020ndash Right Exposure Expect local basis to improve from $075 in 2016 (30 of production) to $050 in 2020 (~40 of production)

Well Positioned to Navigate Environment

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million2 Strip pricing as of 21916 See Economics slide for more detailed assumptions used to generate single well economics3 Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

21 wwwriceenergycom

Healthy Balance Sheet Protected by Strong Hedge BookSUMMARY

LIQUIDITY

Ample Liquidity $14B of total liquidity YE15(1) consisting of $11bn of EampP liquidity and $300MM of RMH liquidity

Strong Balance Sheet and Financing EampP budget fully funded with cash flow and cash on hand (no dependence on drop-downs or capital markets) and ~30x levered throughout 2016

Attractive Hedge Bookndash 87 hedged in 2016 at wtd avg floor of $326MMBtundash 563 MMBtud hedged in 2017 at wtd avg floor of

$314MMBtu

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$720

$30 $50

$650

$300 $310 $640

$155 $150

$1370

$330 $360

ndash

$200

$400

$600

$800

$1000

$1200

$1400

$1600YE15 Cash amp 2016E CFO

Undrawn Facility

CapEx

Rice EampP RMH RMP

662

563

285

150

$325

$314 $316 $311

$211

$253 $261 $266

ndash

$050

$100

$150

$200

$250

$300

$350

ndash

100

200

300

400

500

600

700

2016 2017 2018 2019

Hedged Volume Avg Wtd Fixed Price HHUB Strip

HEDGE SUMMARY

LEVERAGE

BBtud $MMBtu

20x

ndash

20x 20x

30x

15x

25x 25x

ndash

05x

10x

15x

20x

25x

30x

35x

Rice EampP MidstreamHoldings

RMP Consolidated

2015 Net Debt LQA EBITDA 2016 Net Debt LQA EBITDA

RMH

18x 18x 17x

22 wwwriceenergycom

825 common

equity interest

Strategic Preferred Investment

DE

Rice Olympus

Midstream (OH

Gathering)

100 Series B Preferred Equity

($375MM invested)

75 equity interest

9175 common equity interest

41 LP Interest100 of IDRs

RMP GP(non-economic)

100 Series A Common Equity

EIG Managed Funds

Rice Midstream Holdings LLC

Strike Force Midstream(GPOR JV)

GP Holdings(IDRs and LPs)

Transaction Highlightsndash Attractive cost of capital attributable to RMHrsquos midstream assets and future

GP Valuendash RICE cash flow + preferred proceeds fully fund 2016 EampP budget with no

additional debt incurredndash Highlights significant value of embedded midstreamndash Highlights symbiotic structure of upstream and midstream

Healthy Upstream Healthy Midstream Healthy Upstream

Key Investment Termsndash $375MM preferred equity in RMH and 825 LP interest in GP Holdings

(LPs amp IDRs)ndash 8 preferred distribution 2 yrs of PIKndash Remaining return will come from 825 common equity interest in GP

Holdingsndash Use of proceeds $75MM to repay RMH outstanding borrowings and pay

related transaction fees and $300MM distributed to RICE to fund 2016 EampP budget

ndash Flexibility to execute drop strategy and make distributions to RICE

$375MM equity investment fortifies balance sheet and illuminates significant embedded midstream value

100 equity interest

100 ownership

23 wwwriceenergycom

25

47

77

114

159

23

49

83

124

173

ndash

25

50

75

100

125

150

175

200

$250 $300 $350 $400 $450Marcellus 750 Utica Dry 1000

Attractive Single Well Economics

Net Locations (3) 487 168

HHUB PV-10 Breakeven ($MMBtu) $208 $218

DRY GAS SINGLE WELL ECONOMICS

Rice continues to drive down DampC and operating costs to maximize returns Inventory currently generates ~30 returns at strip(1) HHUB PV10 breakevens of $208-$218 HHUB

__________________________Note See appendix for summary of assumptions used to generate single well IRRs 750rsquo and Utica 1000rsquo economics assume EampP is burdened by 50 of the gathering and compression fee and 50 of water completion fees (RICE owns a 41 LP interest in RMP 100 of Rice Ohio Midstream and 100 of RMP IDRs)1 Strip as of 219162 See slide titled Western Greene County Midstream Update3 Excludes ~47 wet Utica net undeveloped locations and ~105 dry-gas PA Utica net undeveloped locations

Marcellus ChangesEconomicsbull DampCft decreased by 8bull Operating amp FT costs decreased by 25bull EURft increased by 9bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Pro forma for amended gathering

agreement reclassified ~110 net locations to ldquoMarcellusrdquo given change to economics(2)

Dry Gas Utica ChangesEconomicsbull DampCft decreased by 3bull Operating amp FT costs decreased by 25bull EURft decreased by 7bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Avg lateral length increased 1Krsquo and increased

well spacing to 1Krsquo results in fewer locations

Dotted lines represent previously reported economics

NYMEX ($MMBtu)

IRR

24 wwwriceenergycom

Right-Sized Firm Transport PortfolioGrowing Exposure to an Improving Local Basis Market Right-Sized FT covers gt80 of 2016 takeaway volumes FT coverage decreases to ~60 in 2020 Right Exposure 30 of 2016 gas exposed to local markets when differentials are expected to be $075 growing to 40+ in 2020

when differentials are expected to tighten to ~$050 (1)

RICErsquoS RIGHT-SIZED FT PORTFOLIO amp ILLUSTRATIVE TAKEAWAY VOLUME GROWTH

ndash

500

1000

1500

2000

2500

3000

1115 7115 1116 7116 1117 7117 1118 7118 1119 7119 1120 7120 1121

$ MMbtuMdthd

Illustrative Takeaway Volume Range Takeaway Capacity

Base Case Details2015 2016 2017 2018 2019 2020

Exposed to App 25 30 30 15 25 40 M2 Basis ($122) ($075) ($062) ($056) ($055) ($052)

Takeaway volumes = Volumes that fill firm transportation (2)

__________________________1 Illustrative takeaway volumes assume 2016 growth in-line with guidance In 2017+ low and high volume range grow at 7 and 20 respectively Volumes beyond 2016 are for illustrative purposes only and do not constitute guidance2 Takeaway volumes = gross PA and working interest OH volumes

(1)

25 wwwriceenergycom

$380 $340 $285

$200 $285 $275

$250 $115

$80

$225

$545

$830 $740

$640

0100200300400500600700800900

2012 2013 2014 2015 2016E

$MM

PA DampC OH DampC Land

36 37 27

ndash

ndash

7 12 27

10

21

43 49

54

0

10

20

30

40

50

2012 2013 2014 2015 2016E

Wells

PA OH

2016 Guidance

_______________________Note 2014 Pro Forma for ASR transaction1 As of February 24 20162 Does not include wells from the Greene County Acquisition3 Consolidated midstream includes Rice Midstream Holdings and Rice Midstream Partners

47 127

274

552

720

ndash

ndash

0

100

200

300

400

500

600

700

800

2012 2013 2014 2015 2016E

MMcfed

Average Net Daily ProductionNet Wells Turned to Sales(2)

Midstream Capital Expenditures Daily Throughput 2016E Midstream EBITDA

$45 $150 $170 150

$150

$250

155

$45 $50

$300

$420

305

0

100

200

300

400

500

2012 2013 2014 2015 2016E

$MM

RMP Rice Midstream Holdings

61

647 800

247

400

175

401

894

1200

0

150

300

450

600

750

900

1050

1200

2012 2013 2014 2015 2016E

MDthd

RMP Rice Midstream Holdings

$115

$43

0

20

40

60

80

100

120

RMP Rice MidstreamHoldings

$MM

Published Guidance

DampC amp Land Capital Expenditures

2016E EampP GUIDANCE(1)

2016E CONSOLIDATED MIDSTREAM GUIDANCE(1)(3)

26 wwwriceenergycom

Appendix

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
$ in millions except per share data as of 123115 2015 Capital Budget (in millions)
Common Units 42
Subordinated Units 29 Gas Gathering $ 85
Total Units Outstanding (MM) 71 Compression $ 90
Price as of 123115 $1349 Total Expansion Capex $ 175
Market Capitalization $957 Maintenance Capex $ 5
Cash 8 Total Capital Expenditures $ 180
Revolving credit facility 143
Enterprise Value $1108
Guidance
Adjusted EBITDA (in millions) $55 $60
Third Party 20
Leverage Statistics Distributable Cash Flow (in millions) $48 $53
4Q15 Net Debt RR EBITDA 18x Average DCF Coverage Ratio 11x 12x
EBITDA Interest NM Annualized Distribution ($ per unit) $075
Debt to EBITDA Covenant 475x
Liquidity Summary RMP Units Owned
Revolving credit facility $450 of RMP Units - Public 50
Less amount drawn 143 of RMP Units - RICE 50
Availability under RCF $307 of RMP IDRs - RICE 100
Plus cash on hand 8
Liquidity as of 123115 $315
Three Months Ended
($ in thousands) March 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 9068
Interest expense 394
Depreciation expense 1449
Amortization of intangible assets 408
Non-cash stock compensation expense 996
Amortization of deferred financing costs 144
Adjusted EBITDA $ 12459
Cash interest expense (394)
Estimated maintenance capital expenditures (1120)
Distributable cash flow $ 10945
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 12459
Interest expense $ (394)
Changes in operating assets and liabilities which provided cash (12134)
Net cash used in operating activities $ (69)
Three Months Ended
($ in millions except per unit data) March 31 2015
Affiliate gathering volumes (MDthd) 557
Third-party gathering volumes (MDthd) 98
Total gathering volumes (MDthd) 655
Total operating revenues $ 20
Operating expenses 67
Total operating income $ 13
Adjusted EBITDA $ 17
Distributable cash flow $ 15
DCF unit $ 02624
Distribution declared $ 11
Distribution unit $ 01905
Coverage ratio 138x
Three Months Ended
($ in millions) December 31 2015
Revolver capacity $450
Less Borrowings 143
Plus Cash and cash equivalents 8
Liquidity $315
Three Months Ended
($ in thousands) March 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 9068
Interest expense 394
Depreciation expense 1449
Amortization of intangible assets 408
Non-cash stock compensation expense 996
Amortization of deferred financing costs 144
Adjusted EBITDA $ 12459
Cash interest expense (394)
Estimated maintenance capital expenditures (1120)
Distributable cash flow $ 10945
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 12459
Interest expense $ (394)
Changes in operating assets and liabilities which provided cash (12134)
Net cash used in operating activities $ (69)
Three Months Ended
($ in millions except per unit data) December 31 2015
Affiliate gathering volumes (MDthd) 577
Third-party gathering volumes (MDthd) 126
Total gathering volumes (MDthd) 703
Water service volumes (MMgal) 202
Total operating revenues $29314
Total operating expenses $15538
Total operating income $13776
Adjusted EBITDA $19065
Distributable cash flow $16997
DCF unit $024
Distribution declared $13935
Distribution unit $01965 70917372
DCF coverage ratio 122x
($ in millions)
Revolver capacity $ 450
Less Borrowings 30
Plus Cash and cash equivalents mdash
Liquidity $ 420
Page 2: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

2 wwwriceenergycom

Recent Company Updates

Q4 and FY 2015 Results Slide 4

Attractive Drop Down Potential Slide 12

Integrated Water Services Business Acquisition Slide 14

Western Greene County Midstream Update Slide 15

RICE Overview Slide 17

2016 Guidance Slide 6

3 wwwriceenergycom

RMP Investment Highlights 100 of RMP acreage dedications are located within the dry gas core of the Marcellus Shale and Utica Shales

RICErsquos concentrated dry gas core position + multi-well pad drilling = minimal RMP capex to meaningfully increase gathering throughput and water delivery volumes

Significant optionality on emerging Pennsylvania Utica opportunity

RMPrsquos strong 2016 expected throughput growth of ~25 over 2015 driven by high quality sponsor

Significant growth expected from contracted third party dedications from top tier producers

Increased distributions in 2Q15 3Q15 and 4Q15 ahead of previously anticipated distribution increase timing

RMP has a ROFO on RICErsquos OH gas gathering system consisting of 58000 acres dedicated in Belmont County

RICE closed Strike Force JV with Gulfport to provide midstream services on 75000 acres dedicated in Belmont and Monroe Counties

Expect to continue to grow third party gathering and water services opportunities

MLP cash flow driven by scalable dry gas throughput complementary water services business and protected with 100 fee-based contracts

Prolific assets and balance sheet strength positions RMP for continued growth through organic development and accretive acquisitions

Visible top-tier distribution growth profile driven by disciplined and aligned sponsor attractive drop down candidates and high-quality third party dedications

148K net acres in the dry gas cores of the Marcellus and Utica w 13+ year inventory in each area

Top-tier well results generate attractive single-well returns of approximately ~30(1) at strip pricing

Majority of 2016 production covered by firm sales and transportation and 662 BBtud hedged in 2016 at weighted avg floor price of $326 MMBtu

__________________________1 Assumes strip pricing as of 21916

Strategically Located Midstream Assets

Rapid Organic Growth

Premier EampP Sponsor

Attractive Drop Down Potential

Predictable Cash Flow Profile

4 wwwriceenergycom

RICE closed Strike Force JV w GPOR to develop gathering and compression for their Utica acreage

ROFO on RICErsquos OH gas gathering and compression assets In 4Q15 acquired RICErsquos PA amp OH water services business for $200MM

purchase price

Fourth quarter average daily throughput of 703 MDthd Increased acreage dedication in PA from RICE by 19000 gross acres to

93000 acres Increased distribution to $01965 unit for 4Q15 Expect to increase distributions by 20 in 2016

$315MM liquidity w $143MM drawn under our revolving credit facility DCF coverage ratio of 122x for 4Q15 Cash flow driven by scalable dry gas throughput complementary

water services business amp protected w 100 fee based contracts

Ample liquidity and balance sheet strength positions RMP for continued growth through organic development and accretive acquisitions

Visible top-tier distribution growth profile driven by disciplined and aligned sponsor attractive drop-down candidates and high-quality third party dedications

EXECUTION IS DRIVING

RAPID ORGANIC GROWTH

WELL-PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

ATTRACTIVE DROP

DOWN POTENTIAL

PREDICTABLE CASH

FLOW PROFILE

RMP Fourth Quarter 2015 Highlights

5 wwwriceenergycom

FINANCIAL SUMMARY

RMP Fourth Quarter 2015 Financial Summary

Fourth quarter average daily throughput of 703 MDthd 18 attributable to third-party volumes

Adjusted EBITDA of $19MM Distributable Cash Flow of $17MM DCF coverage ratio of 122x

Solid fourth quarter results supported by strong throughput growth well capitalized balance sheet and ample liquidity

$143MM drawn under our revolving credit facility $8MM of cash on hand

Three Months Ended($ in millions except per unit data) December 31 2015Affiliate gathering volumes (MDthd) 577 Third-party gathering volumes (MDthd) 126

Total gathering volumes (MDthd) 703

Water service volumes (MMgal) 202

Total operating revenues $29314

Total operating expenses $15538Total operating income $13776

Adjusted EBITDA $19065

Distributable cash flow $16997DCF unit $024

Distribution declared $13935Distribution unit $01965

DCF coverage ratio 122x

($ in millions) December 31 2015Revolver capacity $450Less Borrowings 143 Plus Cash and cash equivalents 8

Liquidity $315

Increased distribution to $01965 unit for 4Q15 $0003 unit increase

20 distribution growth target in 2016

DISTRIBUTIONS

OPERATING METRICS LIQUIDITY AS OF DECEMBER 31 2015

Financial Summary

EBITDA

Financial Summary

EBITDA

6 wwwriceenergycom

RMP Financial Overview

2016 GUIDANCE(1)

$ in millions except per share data as of 123115Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price as of 123115 $1349

Market Capitalization $957Cash 8 Revolving credit facility 143

Enterprise Value $1108

Leverage Statistics4Q15 Net Debt RR EBITDA 18xEBITDA Interest NMDebt to EBITDA Covenant 475x

Liquidity SummaryRevolving credit facility $450Less amount drawn 143 Availability under RCF $307Plus cash on hand 8 Liquidity as of 123115 $315

__________________________1 As of February 24 2016

CAPITALIZATION AND LIQUIDITY AT 123115

Capital Expenditure ($MM)Gas Gathering and Compression $ 140 Water Services $ 10 Total Capital Expenditures $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($MM) 15$ - 18$

Adjusted EBITDA ($MM)Gas gathering and compression 85$ - 90$ Water business 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($MM) 90$ 100$ Average DCF Coverage Ratio 13x 15x Distribution Growth

Guidance

20 - 25

20

Sheet1

7 wwwriceenergycom

RICE and RMP Organizational Structure

DE

PA Water

Rice Olympus Midstream

(OH Gathering)

59 LP interest

Rice Midstream Holdings LLC

Public Unitholders

Strike Force Midstream (GPOR JV)

ROFOAssets

OH WaterPA Gathering

$300MM Credit Facility +

$450MM Credit Facility

$750MM Credit Facility

$100MM Accordion Feature

EIG Managed Funds

GP Holdings(IDRs and LP Interest)

825 common

equity interest

100 Series B Preferred Equity

($375MM invested)

75 equity interest

100 Series A Common Equity

41 LP interest 100 of IDRs

RMP GP(non-economic)

100 equity interest100 ownership9175 common

equity interest

8 wwwriceenergycom

RMP High Growth MLP in Prolific Appalachian Basin

__________________________1 As of February 24 20162 As of December 31 2015 The agreement between RICE and RMP covers approximately 93000 gross acres of the RICErsquos acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of December 31 2015 and any future acreage it acquires within these

counties excluding the first 400 MDthd of RICErsquos production from approximately 19000 gross acres subject to a pre-existing third-party dedication Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

RMP OVERVIEW

PA gas gathering system of over 40 MMDthd design capacity

Oversized to accommodate future growth and emerging PA Utica potential

Gathering throughput driven by SW PA technical leaders

~80 of 2016E throughput from RICE operated volumes and ~20 from 3rd parties primarily EQT

2016 GUIDANCE(1)

2016E EBITDA of $110MM -$120MM

2016 capex budget of $150MM

$140MM gathering and compression

$10MM water services

RMP constructing ~15 miles of gathering pipeline in 2016

RMP installing compression for RICE in 1H16 that will start generating revenue mid-2016

GATHERING SYSTEM INFORMATION

Dedicated GrossAcreage(2)

4Q 2015 Throughput

(MDthd)2016E Capex

($MM)(1)

RMP 114000 703 $150

Concentrated Prolific Position to Drive Targeted 20 Distribution Growth

WEST VIRGINIA

OH PA

WV

Greene

Washington

PENNSYLVANIA

Belmont

WEST VIRGINIA

Beaver

Brooke

Legend

RMP Gathering Pipeline to be Constructed

RICE Acreage

RMP Gathering Pipeline

3rd Party Dedicated to RMP

RMP Water PipelineRMP Water Pipeline to be ConstructedRMP Water Interconnects

GPOR Water Dedication

RICE Western Greene Area

OHIO

9 wwwriceenergycom

RMP Gathering and Water System Build-out

PA gathering system oversized to accommodate future growth and emerging PA Utica potential

Mileage 128 miles by YE16

Total Design Capacity over 40 MMDthd

Substantially all of RICErsquos drilling locations within the RMP dedication will be within 2 miles of the completed PA gathering system

112 miles of water pipeline to deliver fresh water to well pads for completions

152 million gallons of water impoundment capacity

SUMMARY

RMPrsquos midstream system has grown significantly since 2013

2013

2014 2015

RMP Gathering Pipeline RMP Gathering Pipeline to be Constructed RMP Water Pipeline RMP Water Pipeline to be Constructed RICE Acreage

2012

3rd Party Dedicated to RMP

2016E

10 wwwriceenergycom

RMP 3rd Party Dedications from Top Operators in the Basin

SYSTEM MAP

RMPrsquos Assets are Well Positioned to Capture 3rd Party Growth

3rd Party Gathering Dedication SummaryPA

Dedicated Acreage 21000

Gatherer RMP

3Q 2015 Throughput (MDthd) 127

Contract Term ~10 years (wtd avg)

Gathering Compression Fee ($Dth)

$043(1) varies

__________________________1 Calculated based on weighted average historic throughput

OVERVIEW

High quality 3rd party operators with active development programs

EQT and GPOR (primary 3rd party customers) are technical leaders with strong balance sheets and attractive firm transportation portfolios and hedges to support development

Pennsylvania

~21000 gross acres dedicated

127 MDthd gathered in 4Q 2015 (18 of RMPrsquos throughput)

Ohio GPOR Water Dedication within 15 mile perimeter

around water distribution system in Ohio

WEST VIRGINIA

OH PA

WV

Greene

Washington

PENNSYLVANIA

Belmont

WEST VIRGINIA

Beaver

Brooke

Legend

RMP Gathering Pipeline to be Constructed

RICE Acreage

RMP Gathering Pipeline

3rd Party Dedicated to RMP

RMP Water PipelineRMP Water Pipeline to be ConstructedRMP Water Interconnects

GPOR Water Dedication

RICE Western Greene Area

OHIO

11 wwwriceenergycom

Industry-Leading Throughput Growth4Q 2015 throughput of ~1027 MDthd through RICE and RMP midstream systems (25 3rd Party)

RMP System 703 MDthd (18 3rd Party) RICE OH System 323 MDthd (40 3rd Party)

0

200000

400000

600000

800000

1000000

1200000

Dthd

RMP - Rice Operated (PA) RMP - 3rd Party (PA) RICE - Rice Operated (OH) RICE - 3rd Party (OH)

Average Throughput (MDthd)

2010 2011 2012 2013 2014 2015

Throughput 4 18 61 176 409 894

YoY Growth 350 238 188 133 119

(1)

__________________________1 PA 3rd party volumes as of April 2014 close of Momentum asset acquisition

RMP AND RICE OH MIDSTREAM HISTORICAL THROUGHPUT

12 wwwriceenergycom

Attractive Drop Down Potential ndash OH Gathering

__________________________1 As of February 24 20162 As of December 31 2015

RMH OVERVIEW

OH gas gathering system of over 20 MMDthd design capacity

Gathering throughput driven by SE OH technical leaders

~65 of 2016E throughput from RICE volumes and ~35 from GPOR(1)

Will access TETCO REX ET Rover and DEO to deliver gas to Gulf Coast and Midwest markets

2016 GUIDANCE(1)

2016E EBITDA of $40MM -$45MM

2016 capex budget of $155MM

Constructing ~30 miles of gathering pipeline in 2016

Premier Midstream Systems in Prolific Dry Gas Utica Core Adds to Inventory of Drop Down Candidates

GATHERING SYSTEM INFORMATION

DedicatedGross

Acreage(2)

4Q 2015 Throughput

(MDthd)

RICE OH Gathering 58000 323

Strike Force JV 75000 -

Total 133000 323

Belmont

Monroe

OHIO

WEST VIRGINIA

OH PA

WV

LegendRICE Ohio Gathering Pipeline RICE Ohio Gathering Pipeline to be Constructed

GPOR Dedicated to RICERICE Acreage Dedicated to 3rd

Party

Strike Force JV AMI

13 wwwriceenergycom

Attractive Drop Down Potential ndash Strike Force JV TRANSACTION OVERVIEW STRATEGIC RATIONALE

RICE and GPOR completed the formation of Utica Shale strategic midstream JV (ldquoStrike Forcerdquo)

Provide gas gathering and compression services to GPORrsquos Eastern Belmont and Monroe acreage in Ohio

Supported by long-term fee-based service agreements with GPOR

Ownership RICE 75 and GPOR 25 with RICE to construct and operate all JV assets

Dry gas gathering system with capacity to gather up to 18 MMDthd

System will consist of ~165 miles of high and low pressure 12rdquo ndash 24rdquo gathering pipelines with multiple interconnections to Rockies Express ET Rover TETCO Dominion East Ohio and other future pipelines

~50000 horsepower of compression for gathering and delivery into various downstream interstate pipelines

GPOR dedicated ~75000 leasehold acres within the Strike Force AMI of ~319000 acres

Constructing Extensive Dry Gas Gathering and Water Systems in One of the Most Prolific Natural Gas Plays

Strike Force strengthens Ricersquos leading midstream position in the core of the Utica Shale

Expands relationship with GPOR across its premier position in the dry gas Utica Shale

Achieves efficiencies of simultaneous development of gathering and compression

Leverages existing footprint to grow 3rd party business and pursue additional 3rd party opportunities within a ~319000-acre AMI

System designed to accommodate future growth

Significantly adds to RICErsquos attractive inventory of drop down candidates

PHASE 1 COMPLETED AHEAD OF SCHEDULE AND FIRST FLOW

COMMENCED ON FEBRUARY 1 2016

14 wwwriceenergycom

__________________________1 Assumes fee of $006 per gallon and operating expense of $0013 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral2 Assumes fee of $007 per gallon and operating expense of $0013 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Acquisition Assets ndash Integrated Water Services BusinessWATER SERVICES BUSINESS OVERVIEW WATER DISTRIBUTION SYSTEM MAP

Delivers fresh water to well pads for completions

Collects recycles or disposes of flowback and produced water for RICE amp 3rd parties

Volumetric fee structure to provide revenue amp cash flow stability

PENNSYLVANIA amp OHIO WATER SYSTEMS

PA trunk line substantially complete in 1Q15 and OH trunk line substantially complete in 3Q15

Trunk lines consist primarily of 24-30rdquo polyethylene pipe amp laterals consist of 18rdquo polyethylene pipe

~90 of 2016E PA volumes expected to come from RICE amp ~75 of 2016E OH volumes expected to come from RICE

PROJECTED FRESH WATER DELIVERY INFRASTRUCTURE

PA OH TOTAL

Water Pipeline (Miles) 64 48 112

Connected Sources (MMGPD) 87 107 194

Cash Operating Margin $517000(1) $963000(2) Water Pipeline Water Pipeline to be ConstructedRICE Acreage

WetzelPA

OH

Greene

Washington

Monroe Marshall

Harrison

Jefferson

Ohio

Brooke

BeaverAlleghenyCarroll

Belmont

Monongahela River

Withdrawal

Ohio RiverWithdrawal

OH PA

WVGPOR Water Dedication

15 wwwriceenergycom

Western Greene County Midstream Update

Development area located in western Greene County PA in the heart of the Marcellus dry gas core and the emerging super-deep dry gas Utica core

RMP will now gather all production above 40 MDthd

ndash Williams will provide Rice with gathering and compression services for the first ~40 MDthd of production from this area

Improvement to Ricersquos single well economicsndash ~45 increase in Marcellus PV10well(1) ~$7MM ~$10MMndash Rice also benefits economically from RMP distribution growth associated

with the organic growth opportunity

Strategically accretive to RMPndash Increases RMPrsquos acreage dedication from Rice Energy by 19000 Marcellus

acres (25 increase ~110 undeveloped net Marcellus wells) and 17000 Utica acres (~40 undeveloped Utica wells)

ndash RMP has acquired the necessary right-of-ways and has submitted permits in order to construct the header system

__________________________1 Increase PV10 due to assumed gathering and compression fee of $030dth and $007dth versus previous historical fees of $045dth and $012dth Actual midstream fees for this area to be determined Assumes $350 HHUB See appendix for single well return assumptions

PAWV

Washington

Greene

Rice Western Greene Area

RMP Proposed Gathering Trunkline

RICE has renegotiated its gathering agreement with Williams allowing RMP to provide gas gathering services for RICE in western Greene County PA

16 wwwriceenergycom

2015 Midstream System Statistics

__________________________1 The agreement between RICE and RMP covers approximately 93000 gross acres of the RICErsquos acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of December 31 2015 and any future acreage it acquires within these counties excluding the first

400 MDthd of RICErsquos production from approximately 19000 gross acres subject to a pre-existing third-party dedication2 Fees will be annually escalated based upon changes in the Consumer Price Index Compression fees are derived on a per stage basis3 Certain of RMPrsquos third-party contracts provided for an increase in the gathering fee RMP will receive upon completion of construction of an 18-mile 30 inch pipeline connecting its gathering system to TETCO which was completed in November 2014 Represents weighted average

based on historical throughput4 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system

based on a 9000rsquo lateral

RMP Assets

Pennsylvania Ohio

Gathering and Compression Statistics Gathering and Compression StatisticsDesign Gathering Capacity (MMDthd) gt 40 Design Gathering Capacity (MMDthd) gt 20

YE15 YE16 YE15 YE16Gas Gathering Pipeline Mileage (miles) 113 128 Gas Gathering Pipeline Mileage (miles) 54 65

Acreage Dedications Acreage DedicationsRICE(1) 93000 RICE 380003rd Party 21000 3rd Party 20000

Total Acreage Dedications 114000 Total Acreage Dedications 58000

Midstream Fees Paid by RICE to RMP ($Dth) (2) Midstream Fees Paid by RICE to RICE OH ($Dth) (2)

Gathering $030 Gathering $030Compression (per stage of compression) $007 Compression (per stage of compression) $007

3rd Party Midstream Fees ($Dth) 3rd Party Midstream Fees ($Dth)Gathering (3) $043 Gathering undisclosedCompression vairies Compression undisclosed

Water Distribution System Statistics Water Distribution System StatisticsYE15 YE15

Connected Water Sources (MMGPD) 87 Connected Water Sources (MMGPD) 107Water Services Fee Paid by RICE ($gallon)(4) $006 Water Services Fee Paid by RICE ($gallon)(4) $007

Strike Force JV

Gathering and Compression StatisticsYE15 YE16

Gas Gathering Pipeline Mileage (miles) 7 29 AMI Acreage 319000GPOR Dedicated Acreage 75000

17 wwwriceenergycom

RICE Overview

18 wwwriceenergycom

Concentrated Core Upstream Assets

__________________________1 Net undeveloped locations as of 123115 See slide entitled ldquoAdditional Disclosuresrdquo on detail regarding RICErsquos methodology for the calculation of locations2 Strip as of 1416

92000

56000

449

175

Net Acres Daily ProductionUtica Core Marcellus Core

197000

Marcellus OH Utica

624 MMcfed

Washington

Greene

Belmont

PA Utica

Deep PA Utica Core

Premier EampP Company in the Lowest Cost Gas Shale Plays

100 of assets located in the cores of the Marcellus and Utica

Valuable production base of 624 MMcfed ($12bn PD + Hedge PV10)(2)

Low breakevens of $215MMBtu across Marcellus and dry-gas OH Utica

Strong hedge and FT portfolio provides protection from downcycles

Inventory (Wells)

10 Year Inventory from Marcellus and OH Utica with

upside from PA Utica

487

215

105 143

Developed

121

18

Producing Wells

143 Wells3 Geneseo1 PA Utica

Stacked Pay on PA Acreage

49000PA Utica

19 wwwriceenergycom

647 800

247

400

175

401

894

1200

2013 2014 2015 2016E

PA OH

$043 $031 $026

$055 $038 $036

$038

$038 $038

$044

$043 $034

$180

$150 $134

2013 2014 2015LOE and Taxes FT Gathering GampA

127 274

552 720

2013 2014 2015 2016E

249 644

1015 350

662

685

599

1306

1700

2013 2014 2015

PD PUD

$2457

$1651 $1450

2014 2015 2016E

$1439 $1237 $1181 $1150

2013 2014 2015 2016E

Track Record of Low-Cost GrowthPER UNIT CASH COSTS ($MCFE) (1)UTICA DampC COSTS ($FT)MARCELLUS DampC COSTS ($FT)

MIDSTREAM THROUGHPUT (MDTHD)NET PRODUCTION (MMCFED)PROVED RESERVES (BCFE)

__________________________1 EampP segment costs RICE gathering agreements in OH and PA began in 2015 Gathering fee per Mcfe applied to 2013 and 2014 to show a comparison on apples to apples basis

20 wwwriceenergycom

2016 budget positions RICE for success in 2016 and beyondndash Focused on balance sheet and EampP returns while creating significant future midstream valuendash 2016 DampC budget maintains clean balance sheet while investing in 2017

Financial Strength ndash Healthy balance sheet ample liquidity and robust hedgesndash Healthy Balance Sheet Expect to exit 2016 at 30x leverage with no dependence on drop downs or capital marketsndash Ample Liquidity $14bn of liquidity(1) $11B EampP and $300MM RMHndash Robust amp Attractive Hedges 87 of 2016 production hedged at $326MMBtu majority of 2017 production hedged at $314MMBtu

Highly concentrated acreage position in the most economic areas of the Marcellus and Utica Shalendash Core Locations 134 net producing wells (624 MMcfed in Q4rsquo15) + 487 net undeveloped Marcellus wells + 215 net undeveloped OH Utica wells + 105 net undeveloped PA Utica

wellsndash Resilient Economics Development and operating cost declines have driven avg breakeven PV-10 to ~$215MMBtu (~15 lower than 2015) ndash Compelling Returns in Challenging Market ~30 Pre-Hedge IRRs at strip pricing(2)

Midstream is a valuable and differentiated element of the RICE storyndash 1 Gatherer in the Dry Gas Core 247000 acres(3) dedicated from 3 of the 5 most active operators in SW Appalachiandash Unique Financial Advantages ~$10B of midstream monetizations and financings to date with ~$13B of estimated remaining drop down inventory and GP Holdings with expected

future value of $10B+ndash High Growth MLP RMP expects 20 distribution growth with current asset base while maintaining 13x-15x coverage in 2016

Firm Transportation (FT) Portfolio is right-sized for Ricersquos production growth and basis outlookndash Right-Sized FT covers gt80 of 2016 production and decreases to ~60 by 2020ndash Right Exposure Expect local basis to improve from $075 in 2016 (30 of production) to $050 in 2020 (~40 of production)

Well Positioned to Navigate Environment

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million2 Strip pricing as of 21916 See Economics slide for more detailed assumptions used to generate single well economics3 Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

21 wwwriceenergycom

Healthy Balance Sheet Protected by Strong Hedge BookSUMMARY

LIQUIDITY

Ample Liquidity $14B of total liquidity YE15(1) consisting of $11bn of EampP liquidity and $300MM of RMH liquidity

Strong Balance Sheet and Financing EampP budget fully funded with cash flow and cash on hand (no dependence on drop-downs or capital markets) and ~30x levered throughout 2016

Attractive Hedge Bookndash 87 hedged in 2016 at wtd avg floor of $326MMBtundash 563 MMBtud hedged in 2017 at wtd avg floor of

$314MMBtu

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$720

$30 $50

$650

$300 $310 $640

$155 $150

$1370

$330 $360

ndash

$200

$400

$600

$800

$1000

$1200

$1400

$1600YE15 Cash amp 2016E CFO

Undrawn Facility

CapEx

Rice EampP RMH RMP

662

563

285

150

$325

$314 $316 $311

$211

$253 $261 $266

ndash

$050

$100

$150

$200

$250

$300

$350

ndash

100

200

300

400

500

600

700

2016 2017 2018 2019

Hedged Volume Avg Wtd Fixed Price HHUB Strip

HEDGE SUMMARY

LEVERAGE

BBtud $MMBtu

20x

ndash

20x 20x

30x

15x

25x 25x

ndash

05x

10x

15x

20x

25x

30x

35x

Rice EampP MidstreamHoldings

RMP Consolidated

2015 Net Debt LQA EBITDA 2016 Net Debt LQA EBITDA

RMH

18x 18x 17x

22 wwwriceenergycom

825 common

equity interest

Strategic Preferred Investment

DE

Rice Olympus

Midstream (OH

Gathering)

100 Series B Preferred Equity

($375MM invested)

75 equity interest

9175 common equity interest

41 LP Interest100 of IDRs

RMP GP(non-economic)

100 Series A Common Equity

EIG Managed Funds

Rice Midstream Holdings LLC

Strike Force Midstream(GPOR JV)

GP Holdings(IDRs and LPs)

Transaction Highlightsndash Attractive cost of capital attributable to RMHrsquos midstream assets and future

GP Valuendash RICE cash flow + preferred proceeds fully fund 2016 EampP budget with no

additional debt incurredndash Highlights significant value of embedded midstreamndash Highlights symbiotic structure of upstream and midstream

Healthy Upstream Healthy Midstream Healthy Upstream

Key Investment Termsndash $375MM preferred equity in RMH and 825 LP interest in GP Holdings

(LPs amp IDRs)ndash 8 preferred distribution 2 yrs of PIKndash Remaining return will come from 825 common equity interest in GP

Holdingsndash Use of proceeds $75MM to repay RMH outstanding borrowings and pay

related transaction fees and $300MM distributed to RICE to fund 2016 EampP budget

ndash Flexibility to execute drop strategy and make distributions to RICE

$375MM equity investment fortifies balance sheet and illuminates significant embedded midstream value

100 equity interest

100 ownership

23 wwwriceenergycom

25

47

77

114

159

23

49

83

124

173

ndash

25

50

75

100

125

150

175

200

$250 $300 $350 $400 $450Marcellus 750 Utica Dry 1000

Attractive Single Well Economics

Net Locations (3) 487 168

HHUB PV-10 Breakeven ($MMBtu) $208 $218

DRY GAS SINGLE WELL ECONOMICS

Rice continues to drive down DampC and operating costs to maximize returns Inventory currently generates ~30 returns at strip(1) HHUB PV10 breakevens of $208-$218 HHUB

__________________________Note See appendix for summary of assumptions used to generate single well IRRs 750rsquo and Utica 1000rsquo economics assume EampP is burdened by 50 of the gathering and compression fee and 50 of water completion fees (RICE owns a 41 LP interest in RMP 100 of Rice Ohio Midstream and 100 of RMP IDRs)1 Strip as of 219162 See slide titled Western Greene County Midstream Update3 Excludes ~47 wet Utica net undeveloped locations and ~105 dry-gas PA Utica net undeveloped locations

Marcellus ChangesEconomicsbull DampCft decreased by 8bull Operating amp FT costs decreased by 25bull EURft increased by 9bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Pro forma for amended gathering

agreement reclassified ~110 net locations to ldquoMarcellusrdquo given change to economics(2)

Dry Gas Utica ChangesEconomicsbull DampCft decreased by 3bull Operating amp FT costs decreased by 25bull EURft decreased by 7bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Avg lateral length increased 1Krsquo and increased

well spacing to 1Krsquo results in fewer locations

Dotted lines represent previously reported economics

NYMEX ($MMBtu)

IRR

24 wwwriceenergycom

Right-Sized Firm Transport PortfolioGrowing Exposure to an Improving Local Basis Market Right-Sized FT covers gt80 of 2016 takeaway volumes FT coverage decreases to ~60 in 2020 Right Exposure 30 of 2016 gas exposed to local markets when differentials are expected to be $075 growing to 40+ in 2020

when differentials are expected to tighten to ~$050 (1)

RICErsquoS RIGHT-SIZED FT PORTFOLIO amp ILLUSTRATIVE TAKEAWAY VOLUME GROWTH

ndash

500

1000

1500

2000

2500

3000

1115 7115 1116 7116 1117 7117 1118 7118 1119 7119 1120 7120 1121

$ MMbtuMdthd

Illustrative Takeaway Volume Range Takeaway Capacity

Base Case Details2015 2016 2017 2018 2019 2020

Exposed to App 25 30 30 15 25 40 M2 Basis ($122) ($075) ($062) ($056) ($055) ($052)

Takeaway volumes = Volumes that fill firm transportation (2)

__________________________1 Illustrative takeaway volumes assume 2016 growth in-line with guidance In 2017+ low and high volume range grow at 7 and 20 respectively Volumes beyond 2016 are for illustrative purposes only and do not constitute guidance2 Takeaway volumes = gross PA and working interest OH volumes

(1)

25 wwwriceenergycom

$380 $340 $285

$200 $285 $275

$250 $115

$80

$225

$545

$830 $740

$640

0100200300400500600700800900

2012 2013 2014 2015 2016E

$MM

PA DampC OH DampC Land

36 37 27

ndash

ndash

7 12 27

10

21

43 49

54

0

10

20

30

40

50

2012 2013 2014 2015 2016E

Wells

PA OH

2016 Guidance

_______________________Note 2014 Pro Forma for ASR transaction1 As of February 24 20162 Does not include wells from the Greene County Acquisition3 Consolidated midstream includes Rice Midstream Holdings and Rice Midstream Partners

47 127

274

552

720

ndash

ndash

0

100

200

300

400

500

600

700

800

2012 2013 2014 2015 2016E

MMcfed

Average Net Daily ProductionNet Wells Turned to Sales(2)

Midstream Capital Expenditures Daily Throughput 2016E Midstream EBITDA

$45 $150 $170 150

$150

$250

155

$45 $50

$300

$420

305

0

100

200

300

400

500

2012 2013 2014 2015 2016E

$MM

RMP Rice Midstream Holdings

61

647 800

247

400

175

401

894

1200

0

150

300

450

600

750

900

1050

1200

2012 2013 2014 2015 2016E

MDthd

RMP Rice Midstream Holdings

$115

$43

0

20

40

60

80

100

120

RMP Rice MidstreamHoldings

$MM

Published Guidance

DampC amp Land Capital Expenditures

2016E EampP GUIDANCE(1)

2016E CONSOLIDATED MIDSTREAM GUIDANCE(1)(3)

26 wwwriceenergycom

Appendix

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
$ in millions except per share data as of 123115 2015 Capital Budget (in millions)
Common Units 42
Subordinated Units 29 Gas Gathering $ 85
Total Units Outstanding (MM) 71 Compression $ 90
Price as of 123115 $1349 Total Expansion Capex $ 175
Market Capitalization $957 Maintenance Capex $ 5
Cash 8 Total Capital Expenditures $ 180
Revolving credit facility 143
Enterprise Value $1108
Guidance
Adjusted EBITDA (in millions) $55 $60
Third Party 20
Leverage Statistics Distributable Cash Flow (in millions) $48 $53
4Q15 Net Debt RR EBITDA 18x Average DCF Coverage Ratio 11x 12x
EBITDA Interest NM Annualized Distribution ($ per unit) $075
Debt to EBITDA Covenant 475x
Liquidity Summary RMP Units Owned
Revolving credit facility $450 of RMP Units - Public 50
Less amount drawn 143 of RMP Units - RICE 50
Availability under RCF $307 of RMP IDRs - RICE 100
Plus cash on hand 8
Liquidity as of 123115 $315
Three Months Ended
($ in thousands) March 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 9068
Interest expense 394
Depreciation expense 1449
Amortization of intangible assets 408
Non-cash stock compensation expense 996
Amortization of deferred financing costs 144
Adjusted EBITDA $ 12459
Cash interest expense (394)
Estimated maintenance capital expenditures (1120)
Distributable cash flow $ 10945
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 12459
Interest expense $ (394)
Changes in operating assets and liabilities which provided cash (12134)
Net cash used in operating activities $ (69)
Three Months Ended
($ in millions except per unit data) March 31 2015
Affiliate gathering volumes (MDthd) 557
Third-party gathering volumes (MDthd) 98
Total gathering volumes (MDthd) 655
Total operating revenues $ 20
Operating expenses 67
Total operating income $ 13
Adjusted EBITDA $ 17
Distributable cash flow $ 15
DCF unit $ 02624
Distribution declared $ 11
Distribution unit $ 01905
Coverage ratio 138x
Three Months Ended
($ in millions) December 31 2015
Revolver capacity $450
Less Borrowings 143
Plus Cash and cash equivalents 8
Liquidity $315
Three Months Ended
($ in thousands) March 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 9068
Interest expense 394
Depreciation expense 1449
Amortization of intangible assets 408
Non-cash stock compensation expense 996
Amortization of deferred financing costs 144
Adjusted EBITDA $ 12459
Cash interest expense (394)
Estimated maintenance capital expenditures (1120)
Distributable cash flow $ 10945
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 12459
Interest expense $ (394)
Changes in operating assets and liabilities which provided cash (12134)
Net cash used in operating activities $ (69)
Three Months Ended
($ in millions except per unit data) December 31 2015
Affiliate gathering volumes (MDthd) 577
Third-party gathering volumes (MDthd) 126
Total gathering volumes (MDthd) 703
Water service volumes (MMgal) 202
Total operating revenues $29314
Total operating expenses $15538
Total operating income $13776
Adjusted EBITDA $19065
Distributable cash flow $16997
DCF unit $024
Distribution declared $13935
Distribution unit $01965 70917372
DCF coverage ratio 122x
($ in millions)
Revolver capacity $ 450
Less Borrowings 30
Plus Cash and cash equivalents mdash
Liquidity $ 420
Page 3: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

3 wwwriceenergycom

RMP Investment Highlights 100 of RMP acreage dedications are located within the dry gas core of the Marcellus Shale and Utica Shales

RICErsquos concentrated dry gas core position + multi-well pad drilling = minimal RMP capex to meaningfully increase gathering throughput and water delivery volumes

Significant optionality on emerging Pennsylvania Utica opportunity

RMPrsquos strong 2016 expected throughput growth of ~25 over 2015 driven by high quality sponsor

Significant growth expected from contracted third party dedications from top tier producers

Increased distributions in 2Q15 3Q15 and 4Q15 ahead of previously anticipated distribution increase timing

RMP has a ROFO on RICErsquos OH gas gathering system consisting of 58000 acres dedicated in Belmont County

RICE closed Strike Force JV with Gulfport to provide midstream services on 75000 acres dedicated in Belmont and Monroe Counties

Expect to continue to grow third party gathering and water services opportunities

MLP cash flow driven by scalable dry gas throughput complementary water services business and protected with 100 fee-based contracts

Prolific assets and balance sheet strength positions RMP for continued growth through organic development and accretive acquisitions

Visible top-tier distribution growth profile driven by disciplined and aligned sponsor attractive drop down candidates and high-quality third party dedications

148K net acres in the dry gas cores of the Marcellus and Utica w 13+ year inventory in each area

Top-tier well results generate attractive single-well returns of approximately ~30(1) at strip pricing

Majority of 2016 production covered by firm sales and transportation and 662 BBtud hedged in 2016 at weighted avg floor price of $326 MMBtu

__________________________1 Assumes strip pricing as of 21916

Strategically Located Midstream Assets

Rapid Organic Growth

Premier EampP Sponsor

Attractive Drop Down Potential

Predictable Cash Flow Profile

4 wwwriceenergycom

RICE closed Strike Force JV w GPOR to develop gathering and compression for their Utica acreage

ROFO on RICErsquos OH gas gathering and compression assets In 4Q15 acquired RICErsquos PA amp OH water services business for $200MM

purchase price

Fourth quarter average daily throughput of 703 MDthd Increased acreage dedication in PA from RICE by 19000 gross acres to

93000 acres Increased distribution to $01965 unit for 4Q15 Expect to increase distributions by 20 in 2016

$315MM liquidity w $143MM drawn under our revolving credit facility DCF coverage ratio of 122x for 4Q15 Cash flow driven by scalable dry gas throughput complementary

water services business amp protected w 100 fee based contracts

Ample liquidity and balance sheet strength positions RMP for continued growth through organic development and accretive acquisitions

Visible top-tier distribution growth profile driven by disciplined and aligned sponsor attractive drop-down candidates and high-quality third party dedications

EXECUTION IS DRIVING

RAPID ORGANIC GROWTH

WELL-PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

ATTRACTIVE DROP

DOWN POTENTIAL

PREDICTABLE CASH

FLOW PROFILE

RMP Fourth Quarter 2015 Highlights

5 wwwriceenergycom

FINANCIAL SUMMARY

RMP Fourth Quarter 2015 Financial Summary

Fourth quarter average daily throughput of 703 MDthd 18 attributable to third-party volumes

Adjusted EBITDA of $19MM Distributable Cash Flow of $17MM DCF coverage ratio of 122x

Solid fourth quarter results supported by strong throughput growth well capitalized balance sheet and ample liquidity

$143MM drawn under our revolving credit facility $8MM of cash on hand

Three Months Ended($ in millions except per unit data) December 31 2015Affiliate gathering volumes (MDthd) 577 Third-party gathering volumes (MDthd) 126

Total gathering volumes (MDthd) 703

Water service volumes (MMgal) 202

Total operating revenues $29314

Total operating expenses $15538Total operating income $13776

Adjusted EBITDA $19065

Distributable cash flow $16997DCF unit $024

Distribution declared $13935Distribution unit $01965

DCF coverage ratio 122x

($ in millions) December 31 2015Revolver capacity $450Less Borrowings 143 Plus Cash and cash equivalents 8

Liquidity $315

Increased distribution to $01965 unit for 4Q15 $0003 unit increase

20 distribution growth target in 2016

DISTRIBUTIONS

OPERATING METRICS LIQUIDITY AS OF DECEMBER 31 2015

Financial Summary

EBITDA

Financial Summary

EBITDA

6 wwwriceenergycom

RMP Financial Overview

2016 GUIDANCE(1)

$ in millions except per share data as of 123115Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price as of 123115 $1349

Market Capitalization $957Cash 8 Revolving credit facility 143

Enterprise Value $1108

Leverage Statistics4Q15 Net Debt RR EBITDA 18xEBITDA Interest NMDebt to EBITDA Covenant 475x

Liquidity SummaryRevolving credit facility $450Less amount drawn 143 Availability under RCF $307Plus cash on hand 8 Liquidity as of 123115 $315

__________________________1 As of February 24 2016

CAPITALIZATION AND LIQUIDITY AT 123115

Capital Expenditure ($MM)Gas Gathering and Compression $ 140 Water Services $ 10 Total Capital Expenditures $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($MM) 15$ - 18$

Adjusted EBITDA ($MM)Gas gathering and compression 85$ - 90$ Water business 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($MM) 90$ 100$ Average DCF Coverage Ratio 13x 15x Distribution Growth

Guidance

20 - 25

20

Sheet1

7 wwwriceenergycom

RICE and RMP Organizational Structure

DE

PA Water

Rice Olympus Midstream

(OH Gathering)

59 LP interest

Rice Midstream Holdings LLC

Public Unitholders

Strike Force Midstream (GPOR JV)

ROFOAssets

OH WaterPA Gathering

$300MM Credit Facility +

$450MM Credit Facility

$750MM Credit Facility

$100MM Accordion Feature

EIG Managed Funds

GP Holdings(IDRs and LP Interest)

825 common

equity interest

100 Series B Preferred Equity

($375MM invested)

75 equity interest

100 Series A Common Equity

41 LP interest 100 of IDRs

RMP GP(non-economic)

100 equity interest100 ownership9175 common

equity interest

8 wwwriceenergycom

RMP High Growth MLP in Prolific Appalachian Basin

__________________________1 As of February 24 20162 As of December 31 2015 The agreement between RICE and RMP covers approximately 93000 gross acres of the RICErsquos acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of December 31 2015 and any future acreage it acquires within these

counties excluding the first 400 MDthd of RICErsquos production from approximately 19000 gross acres subject to a pre-existing third-party dedication Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

RMP OVERVIEW

PA gas gathering system of over 40 MMDthd design capacity

Oversized to accommodate future growth and emerging PA Utica potential

Gathering throughput driven by SW PA technical leaders

~80 of 2016E throughput from RICE operated volumes and ~20 from 3rd parties primarily EQT

2016 GUIDANCE(1)

2016E EBITDA of $110MM -$120MM

2016 capex budget of $150MM

$140MM gathering and compression

$10MM water services

RMP constructing ~15 miles of gathering pipeline in 2016

RMP installing compression for RICE in 1H16 that will start generating revenue mid-2016

GATHERING SYSTEM INFORMATION

Dedicated GrossAcreage(2)

4Q 2015 Throughput

(MDthd)2016E Capex

($MM)(1)

RMP 114000 703 $150

Concentrated Prolific Position to Drive Targeted 20 Distribution Growth

WEST VIRGINIA

OH PA

WV

Greene

Washington

PENNSYLVANIA

Belmont

WEST VIRGINIA

Beaver

Brooke

Legend

RMP Gathering Pipeline to be Constructed

RICE Acreage

RMP Gathering Pipeline

3rd Party Dedicated to RMP

RMP Water PipelineRMP Water Pipeline to be ConstructedRMP Water Interconnects

GPOR Water Dedication

RICE Western Greene Area

OHIO

9 wwwriceenergycom

RMP Gathering and Water System Build-out

PA gathering system oversized to accommodate future growth and emerging PA Utica potential

Mileage 128 miles by YE16

Total Design Capacity over 40 MMDthd

Substantially all of RICErsquos drilling locations within the RMP dedication will be within 2 miles of the completed PA gathering system

112 miles of water pipeline to deliver fresh water to well pads for completions

152 million gallons of water impoundment capacity

SUMMARY

RMPrsquos midstream system has grown significantly since 2013

2013

2014 2015

RMP Gathering Pipeline RMP Gathering Pipeline to be Constructed RMP Water Pipeline RMP Water Pipeline to be Constructed RICE Acreage

2012

3rd Party Dedicated to RMP

2016E

10 wwwriceenergycom

RMP 3rd Party Dedications from Top Operators in the Basin

SYSTEM MAP

RMPrsquos Assets are Well Positioned to Capture 3rd Party Growth

3rd Party Gathering Dedication SummaryPA

Dedicated Acreage 21000

Gatherer RMP

3Q 2015 Throughput (MDthd) 127

Contract Term ~10 years (wtd avg)

Gathering Compression Fee ($Dth)

$043(1) varies

__________________________1 Calculated based on weighted average historic throughput

OVERVIEW

High quality 3rd party operators with active development programs

EQT and GPOR (primary 3rd party customers) are technical leaders with strong balance sheets and attractive firm transportation portfolios and hedges to support development

Pennsylvania

~21000 gross acres dedicated

127 MDthd gathered in 4Q 2015 (18 of RMPrsquos throughput)

Ohio GPOR Water Dedication within 15 mile perimeter

around water distribution system in Ohio

WEST VIRGINIA

OH PA

WV

Greene

Washington

PENNSYLVANIA

Belmont

WEST VIRGINIA

Beaver

Brooke

Legend

RMP Gathering Pipeline to be Constructed

RICE Acreage

RMP Gathering Pipeline

3rd Party Dedicated to RMP

RMP Water PipelineRMP Water Pipeline to be ConstructedRMP Water Interconnects

GPOR Water Dedication

RICE Western Greene Area

OHIO

11 wwwriceenergycom

Industry-Leading Throughput Growth4Q 2015 throughput of ~1027 MDthd through RICE and RMP midstream systems (25 3rd Party)

RMP System 703 MDthd (18 3rd Party) RICE OH System 323 MDthd (40 3rd Party)

0

200000

400000

600000

800000

1000000

1200000

Dthd

RMP - Rice Operated (PA) RMP - 3rd Party (PA) RICE - Rice Operated (OH) RICE - 3rd Party (OH)

Average Throughput (MDthd)

2010 2011 2012 2013 2014 2015

Throughput 4 18 61 176 409 894

YoY Growth 350 238 188 133 119

(1)

__________________________1 PA 3rd party volumes as of April 2014 close of Momentum asset acquisition

RMP AND RICE OH MIDSTREAM HISTORICAL THROUGHPUT

12 wwwriceenergycom

Attractive Drop Down Potential ndash OH Gathering

__________________________1 As of February 24 20162 As of December 31 2015

RMH OVERVIEW

OH gas gathering system of over 20 MMDthd design capacity

Gathering throughput driven by SE OH technical leaders

~65 of 2016E throughput from RICE volumes and ~35 from GPOR(1)

Will access TETCO REX ET Rover and DEO to deliver gas to Gulf Coast and Midwest markets

2016 GUIDANCE(1)

2016E EBITDA of $40MM -$45MM

2016 capex budget of $155MM

Constructing ~30 miles of gathering pipeline in 2016

Premier Midstream Systems in Prolific Dry Gas Utica Core Adds to Inventory of Drop Down Candidates

GATHERING SYSTEM INFORMATION

DedicatedGross

Acreage(2)

4Q 2015 Throughput

(MDthd)

RICE OH Gathering 58000 323

Strike Force JV 75000 -

Total 133000 323

Belmont

Monroe

OHIO

WEST VIRGINIA

OH PA

WV

LegendRICE Ohio Gathering Pipeline RICE Ohio Gathering Pipeline to be Constructed

GPOR Dedicated to RICERICE Acreage Dedicated to 3rd

Party

Strike Force JV AMI

13 wwwriceenergycom

Attractive Drop Down Potential ndash Strike Force JV TRANSACTION OVERVIEW STRATEGIC RATIONALE

RICE and GPOR completed the formation of Utica Shale strategic midstream JV (ldquoStrike Forcerdquo)

Provide gas gathering and compression services to GPORrsquos Eastern Belmont and Monroe acreage in Ohio

Supported by long-term fee-based service agreements with GPOR

Ownership RICE 75 and GPOR 25 with RICE to construct and operate all JV assets

Dry gas gathering system with capacity to gather up to 18 MMDthd

System will consist of ~165 miles of high and low pressure 12rdquo ndash 24rdquo gathering pipelines with multiple interconnections to Rockies Express ET Rover TETCO Dominion East Ohio and other future pipelines

~50000 horsepower of compression for gathering and delivery into various downstream interstate pipelines

GPOR dedicated ~75000 leasehold acres within the Strike Force AMI of ~319000 acres

Constructing Extensive Dry Gas Gathering and Water Systems in One of the Most Prolific Natural Gas Plays

Strike Force strengthens Ricersquos leading midstream position in the core of the Utica Shale

Expands relationship with GPOR across its premier position in the dry gas Utica Shale

Achieves efficiencies of simultaneous development of gathering and compression

Leverages existing footprint to grow 3rd party business and pursue additional 3rd party opportunities within a ~319000-acre AMI

System designed to accommodate future growth

Significantly adds to RICErsquos attractive inventory of drop down candidates

PHASE 1 COMPLETED AHEAD OF SCHEDULE AND FIRST FLOW

COMMENCED ON FEBRUARY 1 2016

14 wwwriceenergycom

__________________________1 Assumes fee of $006 per gallon and operating expense of $0013 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral2 Assumes fee of $007 per gallon and operating expense of $0013 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Acquisition Assets ndash Integrated Water Services BusinessWATER SERVICES BUSINESS OVERVIEW WATER DISTRIBUTION SYSTEM MAP

Delivers fresh water to well pads for completions

Collects recycles or disposes of flowback and produced water for RICE amp 3rd parties

Volumetric fee structure to provide revenue amp cash flow stability

PENNSYLVANIA amp OHIO WATER SYSTEMS

PA trunk line substantially complete in 1Q15 and OH trunk line substantially complete in 3Q15

Trunk lines consist primarily of 24-30rdquo polyethylene pipe amp laterals consist of 18rdquo polyethylene pipe

~90 of 2016E PA volumes expected to come from RICE amp ~75 of 2016E OH volumes expected to come from RICE

PROJECTED FRESH WATER DELIVERY INFRASTRUCTURE

PA OH TOTAL

Water Pipeline (Miles) 64 48 112

Connected Sources (MMGPD) 87 107 194

Cash Operating Margin $517000(1) $963000(2) Water Pipeline Water Pipeline to be ConstructedRICE Acreage

WetzelPA

OH

Greene

Washington

Monroe Marshall

Harrison

Jefferson

Ohio

Brooke

BeaverAlleghenyCarroll

Belmont

Monongahela River

Withdrawal

Ohio RiverWithdrawal

OH PA

WVGPOR Water Dedication

15 wwwriceenergycom

Western Greene County Midstream Update

Development area located in western Greene County PA in the heart of the Marcellus dry gas core and the emerging super-deep dry gas Utica core

RMP will now gather all production above 40 MDthd

ndash Williams will provide Rice with gathering and compression services for the first ~40 MDthd of production from this area

Improvement to Ricersquos single well economicsndash ~45 increase in Marcellus PV10well(1) ~$7MM ~$10MMndash Rice also benefits economically from RMP distribution growth associated

with the organic growth opportunity

Strategically accretive to RMPndash Increases RMPrsquos acreage dedication from Rice Energy by 19000 Marcellus

acres (25 increase ~110 undeveloped net Marcellus wells) and 17000 Utica acres (~40 undeveloped Utica wells)

ndash RMP has acquired the necessary right-of-ways and has submitted permits in order to construct the header system

__________________________1 Increase PV10 due to assumed gathering and compression fee of $030dth and $007dth versus previous historical fees of $045dth and $012dth Actual midstream fees for this area to be determined Assumes $350 HHUB See appendix for single well return assumptions

PAWV

Washington

Greene

Rice Western Greene Area

RMP Proposed Gathering Trunkline

RICE has renegotiated its gathering agreement with Williams allowing RMP to provide gas gathering services for RICE in western Greene County PA

16 wwwriceenergycom

2015 Midstream System Statistics

__________________________1 The agreement between RICE and RMP covers approximately 93000 gross acres of the RICErsquos acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of December 31 2015 and any future acreage it acquires within these counties excluding the first

400 MDthd of RICErsquos production from approximately 19000 gross acres subject to a pre-existing third-party dedication2 Fees will be annually escalated based upon changes in the Consumer Price Index Compression fees are derived on a per stage basis3 Certain of RMPrsquos third-party contracts provided for an increase in the gathering fee RMP will receive upon completion of construction of an 18-mile 30 inch pipeline connecting its gathering system to TETCO which was completed in November 2014 Represents weighted average

based on historical throughput4 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system

based on a 9000rsquo lateral

RMP Assets

Pennsylvania Ohio

Gathering and Compression Statistics Gathering and Compression StatisticsDesign Gathering Capacity (MMDthd) gt 40 Design Gathering Capacity (MMDthd) gt 20

YE15 YE16 YE15 YE16Gas Gathering Pipeline Mileage (miles) 113 128 Gas Gathering Pipeline Mileage (miles) 54 65

Acreage Dedications Acreage DedicationsRICE(1) 93000 RICE 380003rd Party 21000 3rd Party 20000

Total Acreage Dedications 114000 Total Acreage Dedications 58000

Midstream Fees Paid by RICE to RMP ($Dth) (2) Midstream Fees Paid by RICE to RICE OH ($Dth) (2)

Gathering $030 Gathering $030Compression (per stage of compression) $007 Compression (per stage of compression) $007

3rd Party Midstream Fees ($Dth) 3rd Party Midstream Fees ($Dth)Gathering (3) $043 Gathering undisclosedCompression vairies Compression undisclosed

Water Distribution System Statistics Water Distribution System StatisticsYE15 YE15

Connected Water Sources (MMGPD) 87 Connected Water Sources (MMGPD) 107Water Services Fee Paid by RICE ($gallon)(4) $006 Water Services Fee Paid by RICE ($gallon)(4) $007

Strike Force JV

Gathering and Compression StatisticsYE15 YE16

Gas Gathering Pipeline Mileage (miles) 7 29 AMI Acreage 319000GPOR Dedicated Acreage 75000

17 wwwriceenergycom

RICE Overview

18 wwwriceenergycom

Concentrated Core Upstream Assets

__________________________1 Net undeveloped locations as of 123115 See slide entitled ldquoAdditional Disclosuresrdquo on detail regarding RICErsquos methodology for the calculation of locations2 Strip as of 1416

92000

56000

449

175

Net Acres Daily ProductionUtica Core Marcellus Core

197000

Marcellus OH Utica

624 MMcfed

Washington

Greene

Belmont

PA Utica

Deep PA Utica Core

Premier EampP Company in the Lowest Cost Gas Shale Plays

100 of assets located in the cores of the Marcellus and Utica

Valuable production base of 624 MMcfed ($12bn PD + Hedge PV10)(2)

Low breakevens of $215MMBtu across Marcellus and dry-gas OH Utica

Strong hedge and FT portfolio provides protection from downcycles

Inventory (Wells)

10 Year Inventory from Marcellus and OH Utica with

upside from PA Utica

487

215

105 143

Developed

121

18

Producing Wells

143 Wells3 Geneseo1 PA Utica

Stacked Pay on PA Acreage

49000PA Utica

19 wwwriceenergycom

647 800

247

400

175

401

894

1200

2013 2014 2015 2016E

PA OH

$043 $031 $026

$055 $038 $036

$038

$038 $038

$044

$043 $034

$180

$150 $134

2013 2014 2015LOE and Taxes FT Gathering GampA

127 274

552 720

2013 2014 2015 2016E

249 644

1015 350

662

685

599

1306

1700

2013 2014 2015

PD PUD

$2457

$1651 $1450

2014 2015 2016E

$1439 $1237 $1181 $1150

2013 2014 2015 2016E

Track Record of Low-Cost GrowthPER UNIT CASH COSTS ($MCFE) (1)UTICA DampC COSTS ($FT)MARCELLUS DampC COSTS ($FT)

MIDSTREAM THROUGHPUT (MDTHD)NET PRODUCTION (MMCFED)PROVED RESERVES (BCFE)

__________________________1 EampP segment costs RICE gathering agreements in OH and PA began in 2015 Gathering fee per Mcfe applied to 2013 and 2014 to show a comparison on apples to apples basis

20 wwwriceenergycom

2016 budget positions RICE for success in 2016 and beyondndash Focused on balance sheet and EampP returns while creating significant future midstream valuendash 2016 DampC budget maintains clean balance sheet while investing in 2017

Financial Strength ndash Healthy balance sheet ample liquidity and robust hedgesndash Healthy Balance Sheet Expect to exit 2016 at 30x leverage with no dependence on drop downs or capital marketsndash Ample Liquidity $14bn of liquidity(1) $11B EampP and $300MM RMHndash Robust amp Attractive Hedges 87 of 2016 production hedged at $326MMBtu majority of 2017 production hedged at $314MMBtu

Highly concentrated acreage position in the most economic areas of the Marcellus and Utica Shalendash Core Locations 134 net producing wells (624 MMcfed in Q4rsquo15) + 487 net undeveloped Marcellus wells + 215 net undeveloped OH Utica wells + 105 net undeveloped PA Utica

wellsndash Resilient Economics Development and operating cost declines have driven avg breakeven PV-10 to ~$215MMBtu (~15 lower than 2015) ndash Compelling Returns in Challenging Market ~30 Pre-Hedge IRRs at strip pricing(2)

Midstream is a valuable and differentiated element of the RICE storyndash 1 Gatherer in the Dry Gas Core 247000 acres(3) dedicated from 3 of the 5 most active operators in SW Appalachiandash Unique Financial Advantages ~$10B of midstream monetizations and financings to date with ~$13B of estimated remaining drop down inventory and GP Holdings with expected

future value of $10B+ndash High Growth MLP RMP expects 20 distribution growth with current asset base while maintaining 13x-15x coverage in 2016

Firm Transportation (FT) Portfolio is right-sized for Ricersquos production growth and basis outlookndash Right-Sized FT covers gt80 of 2016 production and decreases to ~60 by 2020ndash Right Exposure Expect local basis to improve from $075 in 2016 (30 of production) to $050 in 2020 (~40 of production)

Well Positioned to Navigate Environment

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million2 Strip pricing as of 21916 See Economics slide for more detailed assumptions used to generate single well economics3 Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

21 wwwriceenergycom

Healthy Balance Sheet Protected by Strong Hedge BookSUMMARY

LIQUIDITY

Ample Liquidity $14B of total liquidity YE15(1) consisting of $11bn of EampP liquidity and $300MM of RMH liquidity

Strong Balance Sheet and Financing EampP budget fully funded with cash flow and cash on hand (no dependence on drop-downs or capital markets) and ~30x levered throughout 2016

Attractive Hedge Bookndash 87 hedged in 2016 at wtd avg floor of $326MMBtundash 563 MMBtud hedged in 2017 at wtd avg floor of

$314MMBtu

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$720

$30 $50

$650

$300 $310 $640

$155 $150

$1370

$330 $360

ndash

$200

$400

$600

$800

$1000

$1200

$1400

$1600YE15 Cash amp 2016E CFO

Undrawn Facility

CapEx

Rice EampP RMH RMP

662

563

285

150

$325

$314 $316 $311

$211

$253 $261 $266

ndash

$050

$100

$150

$200

$250

$300

$350

ndash

100

200

300

400

500

600

700

2016 2017 2018 2019

Hedged Volume Avg Wtd Fixed Price HHUB Strip

HEDGE SUMMARY

LEVERAGE

BBtud $MMBtu

20x

ndash

20x 20x

30x

15x

25x 25x

ndash

05x

10x

15x

20x

25x

30x

35x

Rice EampP MidstreamHoldings

RMP Consolidated

2015 Net Debt LQA EBITDA 2016 Net Debt LQA EBITDA

RMH

18x 18x 17x

22 wwwriceenergycom

825 common

equity interest

Strategic Preferred Investment

DE

Rice Olympus

Midstream (OH

Gathering)

100 Series B Preferred Equity

($375MM invested)

75 equity interest

9175 common equity interest

41 LP Interest100 of IDRs

RMP GP(non-economic)

100 Series A Common Equity

EIG Managed Funds

Rice Midstream Holdings LLC

Strike Force Midstream(GPOR JV)

GP Holdings(IDRs and LPs)

Transaction Highlightsndash Attractive cost of capital attributable to RMHrsquos midstream assets and future

GP Valuendash RICE cash flow + preferred proceeds fully fund 2016 EampP budget with no

additional debt incurredndash Highlights significant value of embedded midstreamndash Highlights symbiotic structure of upstream and midstream

Healthy Upstream Healthy Midstream Healthy Upstream

Key Investment Termsndash $375MM preferred equity in RMH and 825 LP interest in GP Holdings

(LPs amp IDRs)ndash 8 preferred distribution 2 yrs of PIKndash Remaining return will come from 825 common equity interest in GP

Holdingsndash Use of proceeds $75MM to repay RMH outstanding borrowings and pay

related transaction fees and $300MM distributed to RICE to fund 2016 EampP budget

ndash Flexibility to execute drop strategy and make distributions to RICE

$375MM equity investment fortifies balance sheet and illuminates significant embedded midstream value

100 equity interest

100 ownership

23 wwwriceenergycom

25

47

77

114

159

23

49

83

124

173

ndash

25

50

75

100

125

150

175

200

$250 $300 $350 $400 $450Marcellus 750 Utica Dry 1000

Attractive Single Well Economics

Net Locations (3) 487 168

HHUB PV-10 Breakeven ($MMBtu) $208 $218

DRY GAS SINGLE WELL ECONOMICS

Rice continues to drive down DampC and operating costs to maximize returns Inventory currently generates ~30 returns at strip(1) HHUB PV10 breakevens of $208-$218 HHUB

__________________________Note See appendix for summary of assumptions used to generate single well IRRs 750rsquo and Utica 1000rsquo economics assume EampP is burdened by 50 of the gathering and compression fee and 50 of water completion fees (RICE owns a 41 LP interest in RMP 100 of Rice Ohio Midstream and 100 of RMP IDRs)1 Strip as of 219162 See slide titled Western Greene County Midstream Update3 Excludes ~47 wet Utica net undeveloped locations and ~105 dry-gas PA Utica net undeveloped locations

Marcellus ChangesEconomicsbull DampCft decreased by 8bull Operating amp FT costs decreased by 25bull EURft increased by 9bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Pro forma for amended gathering

agreement reclassified ~110 net locations to ldquoMarcellusrdquo given change to economics(2)

Dry Gas Utica ChangesEconomicsbull DampCft decreased by 3bull Operating amp FT costs decreased by 25bull EURft decreased by 7bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Avg lateral length increased 1Krsquo and increased

well spacing to 1Krsquo results in fewer locations

Dotted lines represent previously reported economics

NYMEX ($MMBtu)

IRR

24 wwwriceenergycom

Right-Sized Firm Transport PortfolioGrowing Exposure to an Improving Local Basis Market Right-Sized FT covers gt80 of 2016 takeaway volumes FT coverage decreases to ~60 in 2020 Right Exposure 30 of 2016 gas exposed to local markets when differentials are expected to be $075 growing to 40+ in 2020

when differentials are expected to tighten to ~$050 (1)

RICErsquoS RIGHT-SIZED FT PORTFOLIO amp ILLUSTRATIVE TAKEAWAY VOLUME GROWTH

ndash

500

1000

1500

2000

2500

3000

1115 7115 1116 7116 1117 7117 1118 7118 1119 7119 1120 7120 1121

$ MMbtuMdthd

Illustrative Takeaway Volume Range Takeaway Capacity

Base Case Details2015 2016 2017 2018 2019 2020

Exposed to App 25 30 30 15 25 40 M2 Basis ($122) ($075) ($062) ($056) ($055) ($052)

Takeaway volumes = Volumes that fill firm transportation (2)

__________________________1 Illustrative takeaway volumes assume 2016 growth in-line with guidance In 2017+ low and high volume range grow at 7 and 20 respectively Volumes beyond 2016 are for illustrative purposes only and do not constitute guidance2 Takeaway volumes = gross PA and working interest OH volumes

(1)

25 wwwriceenergycom

$380 $340 $285

$200 $285 $275

$250 $115

$80

$225

$545

$830 $740

$640

0100200300400500600700800900

2012 2013 2014 2015 2016E

$MM

PA DampC OH DampC Land

36 37 27

ndash

ndash

7 12 27

10

21

43 49

54

0

10

20

30

40

50

2012 2013 2014 2015 2016E

Wells

PA OH

2016 Guidance

_______________________Note 2014 Pro Forma for ASR transaction1 As of February 24 20162 Does not include wells from the Greene County Acquisition3 Consolidated midstream includes Rice Midstream Holdings and Rice Midstream Partners

47 127

274

552

720

ndash

ndash

0

100

200

300

400

500

600

700

800

2012 2013 2014 2015 2016E

MMcfed

Average Net Daily ProductionNet Wells Turned to Sales(2)

Midstream Capital Expenditures Daily Throughput 2016E Midstream EBITDA

$45 $150 $170 150

$150

$250

155

$45 $50

$300

$420

305

0

100

200

300

400

500

2012 2013 2014 2015 2016E

$MM

RMP Rice Midstream Holdings

61

647 800

247

400

175

401

894

1200

0

150

300

450

600

750

900

1050

1200

2012 2013 2014 2015 2016E

MDthd

RMP Rice Midstream Holdings

$115

$43

0

20

40

60

80

100

120

RMP Rice MidstreamHoldings

$MM

Published Guidance

DampC amp Land Capital Expenditures

2016E EampP GUIDANCE(1)

2016E CONSOLIDATED MIDSTREAM GUIDANCE(1)(3)

26 wwwriceenergycom

Appendix

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
$ in millions except per share data as of 123115 2015 Capital Budget (in millions)
Common Units 42
Subordinated Units 29 Gas Gathering $ 85
Total Units Outstanding (MM) 71 Compression $ 90
Price as of 123115 $1349 Total Expansion Capex $ 175
Market Capitalization $957 Maintenance Capex $ 5
Cash 8 Total Capital Expenditures $ 180
Revolving credit facility 143
Enterprise Value $1108
Guidance
Adjusted EBITDA (in millions) $55 $60
Third Party 20
Leverage Statistics Distributable Cash Flow (in millions) $48 $53
4Q15 Net Debt RR EBITDA 18x Average DCF Coverage Ratio 11x 12x
EBITDA Interest NM Annualized Distribution ($ per unit) $075
Debt to EBITDA Covenant 475x
Liquidity Summary RMP Units Owned
Revolving credit facility $450 of RMP Units - Public 50
Less amount drawn 143 of RMP Units - RICE 50
Availability under RCF $307 of RMP IDRs - RICE 100
Plus cash on hand 8
Liquidity as of 123115 $315
Three Months Ended
($ in thousands) March 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 9068
Interest expense 394
Depreciation expense 1449
Amortization of intangible assets 408
Non-cash stock compensation expense 996
Amortization of deferred financing costs 144
Adjusted EBITDA $ 12459
Cash interest expense (394)
Estimated maintenance capital expenditures (1120)
Distributable cash flow $ 10945
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 12459
Interest expense $ (394)
Changes in operating assets and liabilities which provided cash (12134)
Net cash used in operating activities $ (69)
Three Months Ended
($ in millions except per unit data) March 31 2015
Affiliate gathering volumes (MDthd) 557
Third-party gathering volumes (MDthd) 98
Total gathering volumes (MDthd) 655
Total operating revenues $ 20
Operating expenses 67
Total operating income $ 13
Adjusted EBITDA $ 17
Distributable cash flow $ 15
DCF unit $ 02624
Distribution declared $ 11
Distribution unit $ 01905
Coverage ratio 138x
Three Months Ended
($ in millions) December 31 2015
Revolver capacity $450
Less Borrowings 143
Plus Cash and cash equivalents 8
Liquidity $315
Three Months Ended
($ in thousands) March 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 9068
Interest expense 394
Depreciation expense 1449
Amortization of intangible assets 408
Non-cash stock compensation expense 996
Amortization of deferred financing costs 144
Adjusted EBITDA $ 12459
Cash interest expense (394)
Estimated maintenance capital expenditures (1120)
Distributable cash flow $ 10945
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 12459
Interest expense $ (394)
Changes in operating assets and liabilities which provided cash (12134)
Net cash used in operating activities $ (69)
Three Months Ended
($ in millions except per unit data) December 31 2015
Affiliate gathering volumes (MDthd) 577
Third-party gathering volumes (MDthd) 126
Total gathering volumes (MDthd) 703
Water service volumes (MMgal) 202
Total operating revenues $29314
Total operating expenses $15538
Total operating income $13776
Adjusted EBITDA $19065
Distributable cash flow $16997
DCF unit $024
Distribution declared $13935
Distribution unit $01965 70917372
DCF coverage ratio 122x
($ in millions)
Revolver capacity $ 450
Less Borrowings 30
Plus Cash and cash equivalents mdash
Liquidity $ 420
Page 4: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

4 wwwriceenergycom

RICE closed Strike Force JV w GPOR to develop gathering and compression for their Utica acreage

ROFO on RICErsquos OH gas gathering and compression assets In 4Q15 acquired RICErsquos PA amp OH water services business for $200MM

purchase price

Fourth quarter average daily throughput of 703 MDthd Increased acreage dedication in PA from RICE by 19000 gross acres to

93000 acres Increased distribution to $01965 unit for 4Q15 Expect to increase distributions by 20 in 2016

$315MM liquidity w $143MM drawn under our revolving credit facility DCF coverage ratio of 122x for 4Q15 Cash flow driven by scalable dry gas throughput complementary

water services business amp protected w 100 fee based contracts

Ample liquidity and balance sheet strength positions RMP for continued growth through organic development and accretive acquisitions

Visible top-tier distribution growth profile driven by disciplined and aligned sponsor attractive drop-down candidates and high-quality third party dedications

EXECUTION IS DRIVING

RAPID ORGANIC GROWTH

WELL-PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

ATTRACTIVE DROP

DOWN POTENTIAL

PREDICTABLE CASH

FLOW PROFILE

RMP Fourth Quarter 2015 Highlights

5 wwwriceenergycom

FINANCIAL SUMMARY

RMP Fourth Quarter 2015 Financial Summary

Fourth quarter average daily throughput of 703 MDthd 18 attributable to third-party volumes

Adjusted EBITDA of $19MM Distributable Cash Flow of $17MM DCF coverage ratio of 122x

Solid fourth quarter results supported by strong throughput growth well capitalized balance sheet and ample liquidity

$143MM drawn under our revolving credit facility $8MM of cash on hand

Three Months Ended($ in millions except per unit data) December 31 2015Affiliate gathering volumes (MDthd) 577 Third-party gathering volumes (MDthd) 126

Total gathering volumes (MDthd) 703

Water service volumes (MMgal) 202

Total operating revenues $29314

Total operating expenses $15538Total operating income $13776

Adjusted EBITDA $19065

Distributable cash flow $16997DCF unit $024

Distribution declared $13935Distribution unit $01965

DCF coverage ratio 122x

($ in millions) December 31 2015Revolver capacity $450Less Borrowings 143 Plus Cash and cash equivalents 8

Liquidity $315

Increased distribution to $01965 unit for 4Q15 $0003 unit increase

20 distribution growth target in 2016

DISTRIBUTIONS

OPERATING METRICS LIQUIDITY AS OF DECEMBER 31 2015

Financial Summary

EBITDA

Financial Summary

EBITDA

6 wwwriceenergycom

RMP Financial Overview

2016 GUIDANCE(1)

$ in millions except per share data as of 123115Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price as of 123115 $1349

Market Capitalization $957Cash 8 Revolving credit facility 143

Enterprise Value $1108

Leverage Statistics4Q15 Net Debt RR EBITDA 18xEBITDA Interest NMDebt to EBITDA Covenant 475x

Liquidity SummaryRevolving credit facility $450Less amount drawn 143 Availability under RCF $307Plus cash on hand 8 Liquidity as of 123115 $315

__________________________1 As of February 24 2016

CAPITALIZATION AND LIQUIDITY AT 123115

Capital Expenditure ($MM)Gas Gathering and Compression $ 140 Water Services $ 10 Total Capital Expenditures $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($MM) 15$ - 18$

Adjusted EBITDA ($MM)Gas gathering and compression 85$ - 90$ Water business 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($MM) 90$ 100$ Average DCF Coverage Ratio 13x 15x Distribution Growth

Guidance

20 - 25

20

Sheet1

7 wwwriceenergycom

RICE and RMP Organizational Structure

DE

PA Water

Rice Olympus Midstream

(OH Gathering)

59 LP interest

Rice Midstream Holdings LLC

Public Unitholders

Strike Force Midstream (GPOR JV)

ROFOAssets

OH WaterPA Gathering

$300MM Credit Facility +

$450MM Credit Facility

$750MM Credit Facility

$100MM Accordion Feature

EIG Managed Funds

GP Holdings(IDRs and LP Interest)

825 common

equity interest

100 Series B Preferred Equity

($375MM invested)

75 equity interest

100 Series A Common Equity

41 LP interest 100 of IDRs

RMP GP(non-economic)

100 equity interest100 ownership9175 common

equity interest

8 wwwriceenergycom

RMP High Growth MLP in Prolific Appalachian Basin

__________________________1 As of February 24 20162 As of December 31 2015 The agreement between RICE and RMP covers approximately 93000 gross acres of the RICErsquos acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of December 31 2015 and any future acreage it acquires within these

counties excluding the first 400 MDthd of RICErsquos production from approximately 19000 gross acres subject to a pre-existing third-party dedication Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

RMP OVERVIEW

PA gas gathering system of over 40 MMDthd design capacity

Oversized to accommodate future growth and emerging PA Utica potential

Gathering throughput driven by SW PA technical leaders

~80 of 2016E throughput from RICE operated volumes and ~20 from 3rd parties primarily EQT

2016 GUIDANCE(1)

2016E EBITDA of $110MM -$120MM

2016 capex budget of $150MM

$140MM gathering and compression

$10MM water services

RMP constructing ~15 miles of gathering pipeline in 2016

RMP installing compression for RICE in 1H16 that will start generating revenue mid-2016

GATHERING SYSTEM INFORMATION

Dedicated GrossAcreage(2)

4Q 2015 Throughput

(MDthd)2016E Capex

($MM)(1)

RMP 114000 703 $150

Concentrated Prolific Position to Drive Targeted 20 Distribution Growth

WEST VIRGINIA

OH PA

WV

Greene

Washington

PENNSYLVANIA

Belmont

WEST VIRGINIA

Beaver

Brooke

Legend

RMP Gathering Pipeline to be Constructed

RICE Acreage

RMP Gathering Pipeline

3rd Party Dedicated to RMP

RMP Water PipelineRMP Water Pipeline to be ConstructedRMP Water Interconnects

GPOR Water Dedication

RICE Western Greene Area

OHIO

9 wwwriceenergycom

RMP Gathering and Water System Build-out

PA gathering system oversized to accommodate future growth and emerging PA Utica potential

Mileage 128 miles by YE16

Total Design Capacity over 40 MMDthd

Substantially all of RICErsquos drilling locations within the RMP dedication will be within 2 miles of the completed PA gathering system

112 miles of water pipeline to deliver fresh water to well pads for completions

152 million gallons of water impoundment capacity

SUMMARY

RMPrsquos midstream system has grown significantly since 2013

2013

2014 2015

RMP Gathering Pipeline RMP Gathering Pipeline to be Constructed RMP Water Pipeline RMP Water Pipeline to be Constructed RICE Acreage

2012

3rd Party Dedicated to RMP

2016E

10 wwwriceenergycom

RMP 3rd Party Dedications from Top Operators in the Basin

SYSTEM MAP

RMPrsquos Assets are Well Positioned to Capture 3rd Party Growth

3rd Party Gathering Dedication SummaryPA

Dedicated Acreage 21000

Gatherer RMP

3Q 2015 Throughput (MDthd) 127

Contract Term ~10 years (wtd avg)

Gathering Compression Fee ($Dth)

$043(1) varies

__________________________1 Calculated based on weighted average historic throughput

OVERVIEW

High quality 3rd party operators with active development programs

EQT and GPOR (primary 3rd party customers) are technical leaders with strong balance sheets and attractive firm transportation portfolios and hedges to support development

Pennsylvania

~21000 gross acres dedicated

127 MDthd gathered in 4Q 2015 (18 of RMPrsquos throughput)

Ohio GPOR Water Dedication within 15 mile perimeter

around water distribution system in Ohio

WEST VIRGINIA

OH PA

WV

Greene

Washington

PENNSYLVANIA

Belmont

WEST VIRGINIA

Beaver

Brooke

Legend

RMP Gathering Pipeline to be Constructed

RICE Acreage

RMP Gathering Pipeline

3rd Party Dedicated to RMP

RMP Water PipelineRMP Water Pipeline to be ConstructedRMP Water Interconnects

GPOR Water Dedication

RICE Western Greene Area

OHIO

11 wwwriceenergycom

Industry-Leading Throughput Growth4Q 2015 throughput of ~1027 MDthd through RICE and RMP midstream systems (25 3rd Party)

RMP System 703 MDthd (18 3rd Party) RICE OH System 323 MDthd (40 3rd Party)

0

200000

400000

600000

800000

1000000

1200000

Dthd

RMP - Rice Operated (PA) RMP - 3rd Party (PA) RICE - Rice Operated (OH) RICE - 3rd Party (OH)

Average Throughput (MDthd)

2010 2011 2012 2013 2014 2015

Throughput 4 18 61 176 409 894

YoY Growth 350 238 188 133 119

(1)

__________________________1 PA 3rd party volumes as of April 2014 close of Momentum asset acquisition

RMP AND RICE OH MIDSTREAM HISTORICAL THROUGHPUT

12 wwwriceenergycom

Attractive Drop Down Potential ndash OH Gathering

__________________________1 As of February 24 20162 As of December 31 2015

RMH OVERVIEW

OH gas gathering system of over 20 MMDthd design capacity

Gathering throughput driven by SE OH technical leaders

~65 of 2016E throughput from RICE volumes and ~35 from GPOR(1)

Will access TETCO REX ET Rover and DEO to deliver gas to Gulf Coast and Midwest markets

2016 GUIDANCE(1)

2016E EBITDA of $40MM -$45MM

2016 capex budget of $155MM

Constructing ~30 miles of gathering pipeline in 2016

Premier Midstream Systems in Prolific Dry Gas Utica Core Adds to Inventory of Drop Down Candidates

GATHERING SYSTEM INFORMATION

DedicatedGross

Acreage(2)

4Q 2015 Throughput

(MDthd)

RICE OH Gathering 58000 323

Strike Force JV 75000 -

Total 133000 323

Belmont

Monroe

OHIO

WEST VIRGINIA

OH PA

WV

LegendRICE Ohio Gathering Pipeline RICE Ohio Gathering Pipeline to be Constructed

GPOR Dedicated to RICERICE Acreage Dedicated to 3rd

Party

Strike Force JV AMI

13 wwwriceenergycom

Attractive Drop Down Potential ndash Strike Force JV TRANSACTION OVERVIEW STRATEGIC RATIONALE

RICE and GPOR completed the formation of Utica Shale strategic midstream JV (ldquoStrike Forcerdquo)

Provide gas gathering and compression services to GPORrsquos Eastern Belmont and Monroe acreage in Ohio

Supported by long-term fee-based service agreements with GPOR

Ownership RICE 75 and GPOR 25 with RICE to construct and operate all JV assets

Dry gas gathering system with capacity to gather up to 18 MMDthd

System will consist of ~165 miles of high and low pressure 12rdquo ndash 24rdquo gathering pipelines with multiple interconnections to Rockies Express ET Rover TETCO Dominion East Ohio and other future pipelines

~50000 horsepower of compression for gathering and delivery into various downstream interstate pipelines

GPOR dedicated ~75000 leasehold acres within the Strike Force AMI of ~319000 acres

Constructing Extensive Dry Gas Gathering and Water Systems in One of the Most Prolific Natural Gas Plays

Strike Force strengthens Ricersquos leading midstream position in the core of the Utica Shale

Expands relationship with GPOR across its premier position in the dry gas Utica Shale

Achieves efficiencies of simultaneous development of gathering and compression

Leverages existing footprint to grow 3rd party business and pursue additional 3rd party opportunities within a ~319000-acre AMI

System designed to accommodate future growth

Significantly adds to RICErsquos attractive inventory of drop down candidates

PHASE 1 COMPLETED AHEAD OF SCHEDULE AND FIRST FLOW

COMMENCED ON FEBRUARY 1 2016

14 wwwriceenergycom

__________________________1 Assumes fee of $006 per gallon and operating expense of $0013 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral2 Assumes fee of $007 per gallon and operating expense of $0013 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Acquisition Assets ndash Integrated Water Services BusinessWATER SERVICES BUSINESS OVERVIEW WATER DISTRIBUTION SYSTEM MAP

Delivers fresh water to well pads for completions

Collects recycles or disposes of flowback and produced water for RICE amp 3rd parties

Volumetric fee structure to provide revenue amp cash flow stability

PENNSYLVANIA amp OHIO WATER SYSTEMS

PA trunk line substantially complete in 1Q15 and OH trunk line substantially complete in 3Q15

Trunk lines consist primarily of 24-30rdquo polyethylene pipe amp laterals consist of 18rdquo polyethylene pipe

~90 of 2016E PA volumes expected to come from RICE amp ~75 of 2016E OH volumes expected to come from RICE

PROJECTED FRESH WATER DELIVERY INFRASTRUCTURE

PA OH TOTAL

Water Pipeline (Miles) 64 48 112

Connected Sources (MMGPD) 87 107 194

Cash Operating Margin $517000(1) $963000(2) Water Pipeline Water Pipeline to be ConstructedRICE Acreage

WetzelPA

OH

Greene

Washington

Monroe Marshall

Harrison

Jefferson

Ohio

Brooke

BeaverAlleghenyCarroll

Belmont

Monongahela River

Withdrawal

Ohio RiverWithdrawal

OH PA

WVGPOR Water Dedication

15 wwwriceenergycom

Western Greene County Midstream Update

Development area located in western Greene County PA in the heart of the Marcellus dry gas core and the emerging super-deep dry gas Utica core

RMP will now gather all production above 40 MDthd

ndash Williams will provide Rice with gathering and compression services for the first ~40 MDthd of production from this area

Improvement to Ricersquos single well economicsndash ~45 increase in Marcellus PV10well(1) ~$7MM ~$10MMndash Rice also benefits economically from RMP distribution growth associated

with the organic growth opportunity

Strategically accretive to RMPndash Increases RMPrsquos acreage dedication from Rice Energy by 19000 Marcellus

acres (25 increase ~110 undeveloped net Marcellus wells) and 17000 Utica acres (~40 undeveloped Utica wells)

ndash RMP has acquired the necessary right-of-ways and has submitted permits in order to construct the header system

__________________________1 Increase PV10 due to assumed gathering and compression fee of $030dth and $007dth versus previous historical fees of $045dth and $012dth Actual midstream fees for this area to be determined Assumes $350 HHUB See appendix for single well return assumptions

PAWV

Washington

Greene

Rice Western Greene Area

RMP Proposed Gathering Trunkline

RICE has renegotiated its gathering agreement with Williams allowing RMP to provide gas gathering services for RICE in western Greene County PA

16 wwwriceenergycom

2015 Midstream System Statistics

__________________________1 The agreement between RICE and RMP covers approximately 93000 gross acres of the RICErsquos acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of December 31 2015 and any future acreage it acquires within these counties excluding the first

400 MDthd of RICErsquos production from approximately 19000 gross acres subject to a pre-existing third-party dedication2 Fees will be annually escalated based upon changes in the Consumer Price Index Compression fees are derived on a per stage basis3 Certain of RMPrsquos third-party contracts provided for an increase in the gathering fee RMP will receive upon completion of construction of an 18-mile 30 inch pipeline connecting its gathering system to TETCO which was completed in November 2014 Represents weighted average

based on historical throughput4 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system

based on a 9000rsquo lateral

RMP Assets

Pennsylvania Ohio

Gathering and Compression Statistics Gathering and Compression StatisticsDesign Gathering Capacity (MMDthd) gt 40 Design Gathering Capacity (MMDthd) gt 20

YE15 YE16 YE15 YE16Gas Gathering Pipeline Mileage (miles) 113 128 Gas Gathering Pipeline Mileage (miles) 54 65

Acreage Dedications Acreage DedicationsRICE(1) 93000 RICE 380003rd Party 21000 3rd Party 20000

Total Acreage Dedications 114000 Total Acreage Dedications 58000

Midstream Fees Paid by RICE to RMP ($Dth) (2) Midstream Fees Paid by RICE to RICE OH ($Dth) (2)

Gathering $030 Gathering $030Compression (per stage of compression) $007 Compression (per stage of compression) $007

3rd Party Midstream Fees ($Dth) 3rd Party Midstream Fees ($Dth)Gathering (3) $043 Gathering undisclosedCompression vairies Compression undisclosed

Water Distribution System Statistics Water Distribution System StatisticsYE15 YE15

Connected Water Sources (MMGPD) 87 Connected Water Sources (MMGPD) 107Water Services Fee Paid by RICE ($gallon)(4) $006 Water Services Fee Paid by RICE ($gallon)(4) $007

Strike Force JV

Gathering and Compression StatisticsYE15 YE16

Gas Gathering Pipeline Mileage (miles) 7 29 AMI Acreage 319000GPOR Dedicated Acreage 75000

17 wwwriceenergycom

RICE Overview

18 wwwriceenergycom

Concentrated Core Upstream Assets

__________________________1 Net undeveloped locations as of 123115 See slide entitled ldquoAdditional Disclosuresrdquo on detail regarding RICErsquos methodology for the calculation of locations2 Strip as of 1416

92000

56000

449

175

Net Acres Daily ProductionUtica Core Marcellus Core

197000

Marcellus OH Utica

624 MMcfed

Washington

Greene

Belmont

PA Utica

Deep PA Utica Core

Premier EampP Company in the Lowest Cost Gas Shale Plays

100 of assets located in the cores of the Marcellus and Utica

Valuable production base of 624 MMcfed ($12bn PD + Hedge PV10)(2)

Low breakevens of $215MMBtu across Marcellus and dry-gas OH Utica

Strong hedge and FT portfolio provides protection from downcycles

Inventory (Wells)

10 Year Inventory from Marcellus and OH Utica with

upside from PA Utica

487

215

105 143

Developed

121

18

Producing Wells

143 Wells3 Geneseo1 PA Utica

Stacked Pay on PA Acreage

49000PA Utica

19 wwwriceenergycom

647 800

247

400

175

401

894

1200

2013 2014 2015 2016E

PA OH

$043 $031 $026

$055 $038 $036

$038

$038 $038

$044

$043 $034

$180

$150 $134

2013 2014 2015LOE and Taxes FT Gathering GampA

127 274

552 720

2013 2014 2015 2016E

249 644

1015 350

662

685

599

1306

1700

2013 2014 2015

PD PUD

$2457

$1651 $1450

2014 2015 2016E

$1439 $1237 $1181 $1150

2013 2014 2015 2016E

Track Record of Low-Cost GrowthPER UNIT CASH COSTS ($MCFE) (1)UTICA DampC COSTS ($FT)MARCELLUS DampC COSTS ($FT)

MIDSTREAM THROUGHPUT (MDTHD)NET PRODUCTION (MMCFED)PROVED RESERVES (BCFE)

__________________________1 EampP segment costs RICE gathering agreements in OH and PA began in 2015 Gathering fee per Mcfe applied to 2013 and 2014 to show a comparison on apples to apples basis

20 wwwriceenergycom

2016 budget positions RICE for success in 2016 and beyondndash Focused on balance sheet and EampP returns while creating significant future midstream valuendash 2016 DampC budget maintains clean balance sheet while investing in 2017

Financial Strength ndash Healthy balance sheet ample liquidity and robust hedgesndash Healthy Balance Sheet Expect to exit 2016 at 30x leverage with no dependence on drop downs or capital marketsndash Ample Liquidity $14bn of liquidity(1) $11B EampP and $300MM RMHndash Robust amp Attractive Hedges 87 of 2016 production hedged at $326MMBtu majority of 2017 production hedged at $314MMBtu

Highly concentrated acreage position in the most economic areas of the Marcellus and Utica Shalendash Core Locations 134 net producing wells (624 MMcfed in Q4rsquo15) + 487 net undeveloped Marcellus wells + 215 net undeveloped OH Utica wells + 105 net undeveloped PA Utica

wellsndash Resilient Economics Development and operating cost declines have driven avg breakeven PV-10 to ~$215MMBtu (~15 lower than 2015) ndash Compelling Returns in Challenging Market ~30 Pre-Hedge IRRs at strip pricing(2)

Midstream is a valuable and differentiated element of the RICE storyndash 1 Gatherer in the Dry Gas Core 247000 acres(3) dedicated from 3 of the 5 most active operators in SW Appalachiandash Unique Financial Advantages ~$10B of midstream monetizations and financings to date with ~$13B of estimated remaining drop down inventory and GP Holdings with expected

future value of $10B+ndash High Growth MLP RMP expects 20 distribution growth with current asset base while maintaining 13x-15x coverage in 2016

Firm Transportation (FT) Portfolio is right-sized for Ricersquos production growth and basis outlookndash Right-Sized FT covers gt80 of 2016 production and decreases to ~60 by 2020ndash Right Exposure Expect local basis to improve from $075 in 2016 (30 of production) to $050 in 2020 (~40 of production)

Well Positioned to Navigate Environment

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million2 Strip pricing as of 21916 See Economics slide for more detailed assumptions used to generate single well economics3 Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

21 wwwriceenergycom

Healthy Balance Sheet Protected by Strong Hedge BookSUMMARY

LIQUIDITY

Ample Liquidity $14B of total liquidity YE15(1) consisting of $11bn of EampP liquidity and $300MM of RMH liquidity

Strong Balance Sheet and Financing EampP budget fully funded with cash flow and cash on hand (no dependence on drop-downs or capital markets) and ~30x levered throughout 2016

Attractive Hedge Bookndash 87 hedged in 2016 at wtd avg floor of $326MMBtundash 563 MMBtud hedged in 2017 at wtd avg floor of

$314MMBtu

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$720

$30 $50

$650

$300 $310 $640

$155 $150

$1370

$330 $360

ndash

$200

$400

$600

$800

$1000

$1200

$1400

$1600YE15 Cash amp 2016E CFO

Undrawn Facility

CapEx

Rice EampP RMH RMP

662

563

285

150

$325

$314 $316 $311

$211

$253 $261 $266

ndash

$050

$100

$150

$200

$250

$300

$350

ndash

100

200

300

400

500

600

700

2016 2017 2018 2019

Hedged Volume Avg Wtd Fixed Price HHUB Strip

HEDGE SUMMARY

LEVERAGE

BBtud $MMBtu

20x

ndash

20x 20x

30x

15x

25x 25x

ndash

05x

10x

15x

20x

25x

30x

35x

Rice EampP MidstreamHoldings

RMP Consolidated

2015 Net Debt LQA EBITDA 2016 Net Debt LQA EBITDA

RMH

18x 18x 17x

22 wwwriceenergycom

825 common

equity interest

Strategic Preferred Investment

DE

Rice Olympus

Midstream (OH

Gathering)

100 Series B Preferred Equity

($375MM invested)

75 equity interest

9175 common equity interest

41 LP Interest100 of IDRs

RMP GP(non-economic)

100 Series A Common Equity

EIG Managed Funds

Rice Midstream Holdings LLC

Strike Force Midstream(GPOR JV)

GP Holdings(IDRs and LPs)

Transaction Highlightsndash Attractive cost of capital attributable to RMHrsquos midstream assets and future

GP Valuendash RICE cash flow + preferred proceeds fully fund 2016 EampP budget with no

additional debt incurredndash Highlights significant value of embedded midstreamndash Highlights symbiotic structure of upstream and midstream

Healthy Upstream Healthy Midstream Healthy Upstream

Key Investment Termsndash $375MM preferred equity in RMH and 825 LP interest in GP Holdings

(LPs amp IDRs)ndash 8 preferred distribution 2 yrs of PIKndash Remaining return will come from 825 common equity interest in GP

Holdingsndash Use of proceeds $75MM to repay RMH outstanding borrowings and pay

related transaction fees and $300MM distributed to RICE to fund 2016 EampP budget

ndash Flexibility to execute drop strategy and make distributions to RICE

$375MM equity investment fortifies balance sheet and illuminates significant embedded midstream value

100 equity interest

100 ownership

23 wwwriceenergycom

25

47

77

114

159

23

49

83

124

173

ndash

25

50

75

100

125

150

175

200

$250 $300 $350 $400 $450Marcellus 750 Utica Dry 1000

Attractive Single Well Economics

Net Locations (3) 487 168

HHUB PV-10 Breakeven ($MMBtu) $208 $218

DRY GAS SINGLE WELL ECONOMICS

Rice continues to drive down DampC and operating costs to maximize returns Inventory currently generates ~30 returns at strip(1) HHUB PV10 breakevens of $208-$218 HHUB

__________________________Note See appendix for summary of assumptions used to generate single well IRRs 750rsquo and Utica 1000rsquo economics assume EampP is burdened by 50 of the gathering and compression fee and 50 of water completion fees (RICE owns a 41 LP interest in RMP 100 of Rice Ohio Midstream and 100 of RMP IDRs)1 Strip as of 219162 See slide titled Western Greene County Midstream Update3 Excludes ~47 wet Utica net undeveloped locations and ~105 dry-gas PA Utica net undeveloped locations

Marcellus ChangesEconomicsbull DampCft decreased by 8bull Operating amp FT costs decreased by 25bull EURft increased by 9bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Pro forma for amended gathering

agreement reclassified ~110 net locations to ldquoMarcellusrdquo given change to economics(2)

Dry Gas Utica ChangesEconomicsbull DampCft decreased by 3bull Operating amp FT costs decreased by 25bull EURft decreased by 7bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Avg lateral length increased 1Krsquo and increased

well spacing to 1Krsquo results in fewer locations

Dotted lines represent previously reported economics

NYMEX ($MMBtu)

IRR

24 wwwriceenergycom

Right-Sized Firm Transport PortfolioGrowing Exposure to an Improving Local Basis Market Right-Sized FT covers gt80 of 2016 takeaway volumes FT coverage decreases to ~60 in 2020 Right Exposure 30 of 2016 gas exposed to local markets when differentials are expected to be $075 growing to 40+ in 2020

when differentials are expected to tighten to ~$050 (1)

RICErsquoS RIGHT-SIZED FT PORTFOLIO amp ILLUSTRATIVE TAKEAWAY VOLUME GROWTH

ndash

500

1000

1500

2000

2500

3000

1115 7115 1116 7116 1117 7117 1118 7118 1119 7119 1120 7120 1121

$ MMbtuMdthd

Illustrative Takeaway Volume Range Takeaway Capacity

Base Case Details2015 2016 2017 2018 2019 2020

Exposed to App 25 30 30 15 25 40 M2 Basis ($122) ($075) ($062) ($056) ($055) ($052)

Takeaway volumes = Volumes that fill firm transportation (2)

__________________________1 Illustrative takeaway volumes assume 2016 growth in-line with guidance In 2017+ low and high volume range grow at 7 and 20 respectively Volumes beyond 2016 are for illustrative purposes only and do not constitute guidance2 Takeaway volumes = gross PA and working interest OH volumes

(1)

25 wwwriceenergycom

$380 $340 $285

$200 $285 $275

$250 $115

$80

$225

$545

$830 $740

$640

0100200300400500600700800900

2012 2013 2014 2015 2016E

$MM

PA DampC OH DampC Land

36 37 27

ndash

ndash

7 12 27

10

21

43 49

54

0

10

20

30

40

50

2012 2013 2014 2015 2016E

Wells

PA OH

2016 Guidance

_______________________Note 2014 Pro Forma for ASR transaction1 As of February 24 20162 Does not include wells from the Greene County Acquisition3 Consolidated midstream includes Rice Midstream Holdings and Rice Midstream Partners

47 127

274

552

720

ndash

ndash

0

100

200

300

400

500

600

700

800

2012 2013 2014 2015 2016E

MMcfed

Average Net Daily ProductionNet Wells Turned to Sales(2)

Midstream Capital Expenditures Daily Throughput 2016E Midstream EBITDA

$45 $150 $170 150

$150

$250

155

$45 $50

$300

$420

305

0

100

200

300

400

500

2012 2013 2014 2015 2016E

$MM

RMP Rice Midstream Holdings

61

647 800

247

400

175

401

894

1200

0

150

300

450

600

750

900

1050

1200

2012 2013 2014 2015 2016E

MDthd

RMP Rice Midstream Holdings

$115

$43

0

20

40

60

80

100

120

RMP Rice MidstreamHoldings

$MM

Published Guidance

DampC amp Land Capital Expenditures

2016E EampP GUIDANCE(1)

2016E CONSOLIDATED MIDSTREAM GUIDANCE(1)(3)

26 wwwriceenergycom

Appendix

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
$ in millions except per share data as of 123115 2015 Capital Budget (in millions)
Common Units 42
Subordinated Units 29 Gas Gathering $ 85
Total Units Outstanding (MM) 71 Compression $ 90
Price as of 123115 $1349 Total Expansion Capex $ 175
Market Capitalization $957 Maintenance Capex $ 5
Cash 8 Total Capital Expenditures $ 180
Revolving credit facility 143
Enterprise Value $1108
Guidance
Adjusted EBITDA (in millions) $55 $60
Third Party 20
Leverage Statistics Distributable Cash Flow (in millions) $48 $53
4Q15 Net Debt RR EBITDA 18x Average DCF Coverage Ratio 11x 12x
EBITDA Interest NM Annualized Distribution ($ per unit) $075
Debt to EBITDA Covenant 475x
Liquidity Summary RMP Units Owned
Revolving credit facility $450 of RMP Units - Public 50
Less amount drawn 143 of RMP Units - RICE 50
Availability under RCF $307 of RMP IDRs - RICE 100
Plus cash on hand 8
Liquidity as of 123115 $315
Three Months Ended
($ in thousands) March 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 9068
Interest expense 394
Depreciation expense 1449
Amortization of intangible assets 408
Non-cash stock compensation expense 996
Amortization of deferred financing costs 144
Adjusted EBITDA $ 12459
Cash interest expense (394)
Estimated maintenance capital expenditures (1120)
Distributable cash flow $ 10945
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 12459
Interest expense $ (394)
Changes in operating assets and liabilities which provided cash (12134)
Net cash used in operating activities $ (69)
Three Months Ended
($ in millions except per unit data) March 31 2015
Affiliate gathering volumes (MDthd) 557
Third-party gathering volumes (MDthd) 98
Total gathering volumes (MDthd) 655
Total operating revenues $ 20
Operating expenses 67
Total operating income $ 13
Adjusted EBITDA $ 17
Distributable cash flow $ 15
DCF unit $ 02624
Distribution declared $ 11
Distribution unit $ 01905
Coverage ratio 138x
Three Months Ended
($ in millions) December 31 2015
Revolver capacity $450
Less Borrowings 143
Plus Cash and cash equivalents 8
Liquidity $315
Three Months Ended
($ in thousands) March 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 9068
Interest expense 394
Depreciation expense 1449
Amortization of intangible assets 408
Non-cash stock compensation expense 996
Amortization of deferred financing costs 144
Adjusted EBITDA $ 12459
Cash interest expense (394)
Estimated maintenance capital expenditures (1120)
Distributable cash flow $ 10945
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 12459
Interest expense $ (394)
Changes in operating assets and liabilities which provided cash (12134)
Net cash used in operating activities $ (69)
Three Months Ended
($ in millions except per unit data) December 31 2015
Affiliate gathering volumes (MDthd) 577
Third-party gathering volumes (MDthd) 126
Total gathering volumes (MDthd) 703
Water service volumes (MMgal) 202
Total operating revenues $29314
Total operating expenses $15538
Total operating income $13776
Adjusted EBITDA $19065
Distributable cash flow $16997
DCF unit $024
Distribution declared $13935
Distribution unit $01965 70917372
DCF coverage ratio 122x
($ in millions)
Revolver capacity $ 450
Less Borrowings 30
Plus Cash and cash equivalents mdash
Liquidity $ 420
Page 5: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

5 wwwriceenergycom

FINANCIAL SUMMARY

RMP Fourth Quarter 2015 Financial Summary

Fourth quarter average daily throughput of 703 MDthd 18 attributable to third-party volumes

Adjusted EBITDA of $19MM Distributable Cash Flow of $17MM DCF coverage ratio of 122x

Solid fourth quarter results supported by strong throughput growth well capitalized balance sheet and ample liquidity

$143MM drawn under our revolving credit facility $8MM of cash on hand

Three Months Ended($ in millions except per unit data) December 31 2015Affiliate gathering volumes (MDthd) 577 Third-party gathering volumes (MDthd) 126

Total gathering volumes (MDthd) 703

Water service volumes (MMgal) 202

Total operating revenues $29314

Total operating expenses $15538Total operating income $13776

Adjusted EBITDA $19065

Distributable cash flow $16997DCF unit $024

Distribution declared $13935Distribution unit $01965

DCF coverage ratio 122x

($ in millions) December 31 2015Revolver capacity $450Less Borrowings 143 Plus Cash and cash equivalents 8

Liquidity $315

Increased distribution to $01965 unit for 4Q15 $0003 unit increase

20 distribution growth target in 2016

DISTRIBUTIONS

OPERATING METRICS LIQUIDITY AS OF DECEMBER 31 2015

Financial Summary

EBITDA

Financial Summary

EBITDA

6 wwwriceenergycom

RMP Financial Overview

2016 GUIDANCE(1)

$ in millions except per share data as of 123115Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price as of 123115 $1349

Market Capitalization $957Cash 8 Revolving credit facility 143

Enterprise Value $1108

Leverage Statistics4Q15 Net Debt RR EBITDA 18xEBITDA Interest NMDebt to EBITDA Covenant 475x

Liquidity SummaryRevolving credit facility $450Less amount drawn 143 Availability under RCF $307Plus cash on hand 8 Liquidity as of 123115 $315

__________________________1 As of February 24 2016

CAPITALIZATION AND LIQUIDITY AT 123115

Capital Expenditure ($MM)Gas Gathering and Compression $ 140 Water Services $ 10 Total Capital Expenditures $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($MM) 15$ - 18$

Adjusted EBITDA ($MM)Gas gathering and compression 85$ - 90$ Water business 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($MM) 90$ 100$ Average DCF Coverage Ratio 13x 15x Distribution Growth

Guidance

20 - 25

20

Sheet1

7 wwwriceenergycom

RICE and RMP Organizational Structure

DE

PA Water

Rice Olympus Midstream

(OH Gathering)

59 LP interest

Rice Midstream Holdings LLC

Public Unitholders

Strike Force Midstream (GPOR JV)

ROFOAssets

OH WaterPA Gathering

$300MM Credit Facility +

$450MM Credit Facility

$750MM Credit Facility

$100MM Accordion Feature

EIG Managed Funds

GP Holdings(IDRs and LP Interest)

825 common

equity interest

100 Series B Preferred Equity

($375MM invested)

75 equity interest

100 Series A Common Equity

41 LP interest 100 of IDRs

RMP GP(non-economic)

100 equity interest100 ownership9175 common

equity interest

8 wwwriceenergycom

RMP High Growth MLP in Prolific Appalachian Basin

__________________________1 As of February 24 20162 As of December 31 2015 The agreement between RICE and RMP covers approximately 93000 gross acres of the RICErsquos acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of December 31 2015 and any future acreage it acquires within these

counties excluding the first 400 MDthd of RICErsquos production from approximately 19000 gross acres subject to a pre-existing third-party dedication Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

RMP OVERVIEW

PA gas gathering system of over 40 MMDthd design capacity

Oversized to accommodate future growth and emerging PA Utica potential

Gathering throughput driven by SW PA technical leaders

~80 of 2016E throughput from RICE operated volumes and ~20 from 3rd parties primarily EQT

2016 GUIDANCE(1)

2016E EBITDA of $110MM -$120MM

2016 capex budget of $150MM

$140MM gathering and compression

$10MM water services

RMP constructing ~15 miles of gathering pipeline in 2016

RMP installing compression for RICE in 1H16 that will start generating revenue mid-2016

GATHERING SYSTEM INFORMATION

Dedicated GrossAcreage(2)

4Q 2015 Throughput

(MDthd)2016E Capex

($MM)(1)

RMP 114000 703 $150

Concentrated Prolific Position to Drive Targeted 20 Distribution Growth

WEST VIRGINIA

OH PA

WV

Greene

Washington

PENNSYLVANIA

Belmont

WEST VIRGINIA

Beaver

Brooke

Legend

RMP Gathering Pipeline to be Constructed

RICE Acreage

RMP Gathering Pipeline

3rd Party Dedicated to RMP

RMP Water PipelineRMP Water Pipeline to be ConstructedRMP Water Interconnects

GPOR Water Dedication

RICE Western Greene Area

OHIO

9 wwwriceenergycom

RMP Gathering and Water System Build-out

PA gathering system oversized to accommodate future growth and emerging PA Utica potential

Mileage 128 miles by YE16

Total Design Capacity over 40 MMDthd

Substantially all of RICErsquos drilling locations within the RMP dedication will be within 2 miles of the completed PA gathering system

112 miles of water pipeline to deliver fresh water to well pads for completions

152 million gallons of water impoundment capacity

SUMMARY

RMPrsquos midstream system has grown significantly since 2013

2013

2014 2015

RMP Gathering Pipeline RMP Gathering Pipeline to be Constructed RMP Water Pipeline RMP Water Pipeline to be Constructed RICE Acreage

2012

3rd Party Dedicated to RMP

2016E

10 wwwriceenergycom

RMP 3rd Party Dedications from Top Operators in the Basin

SYSTEM MAP

RMPrsquos Assets are Well Positioned to Capture 3rd Party Growth

3rd Party Gathering Dedication SummaryPA

Dedicated Acreage 21000

Gatherer RMP

3Q 2015 Throughput (MDthd) 127

Contract Term ~10 years (wtd avg)

Gathering Compression Fee ($Dth)

$043(1) varies

__________________________1 Calculated based on weighted average historic throughput

OVERVIEW

High quality 3rd party operators with active development programs

EQT and GPOR (primary 3rd party customers) are technical leaders with strong balance sheets and attractive firm transportation portfolios and hedges to support development

Pennsylvania

~21000 gross acres dedicated

127 MDthd gathered in 4Q 2015 (18 of RMPrsquos throughput)

Ohio GPOR Water Dedication within 15 mile perimeter

around water distribution system in Ohio

WEST VIRGINIA

OH PA

WV

Greene

Washington

PENNSYLVANIA

Belmont

WEST VIRGINIA

Beaver

Brooke

Legend

RMP Gathering Pipeline to be Constructed

RICE Acreage

RMP Gathering Pipeline

3rd Party Dedicated to RMP

RMP Water PipelineRMP Water Pipeline to be ConstructedRMP Water Interconnects

GPOR Water Dedication

RICE Western Greene Area

OHIO

11 wwwriceenergycom

Industry-Leading Throughput Growth4Q 2015 throughput of ~1027 MDthd through RICE and RMP midstream systems (25 3rd Party)

RMP System 703 MDthd (18 3rd Party) RICE OH System 323 MDthd (40 3rd Party)

0

200000

400000

600000

800000

1000000

1200000

Dthd

RMP - Rice Operated (PA) RMP - 3rd Party (PA) RICE - Rice Operated (OH) RICE - 3rd Party (OH)

Average Throughput (MDthd)

2010 2011 2012 2013 2014 2015

Throughput 4 18 61 176 409 894

YoY Growth 350 238 188 133 119

(1)

__________________________1 PA 3rd party volumes as of April 2014 close of Momentum asset acquisition

RMP AND RICE OH MIDSTREAM HISTORICAL THROUGHPUT

12 wwwriceenergycom

Attractive Drop Down Potential ndash OH Gathering

__________________________1 As of February 24 20162 As of December 31 2015

RMH OVERVIEW

OH gas gathering system of over 20 MMDthd design capacity

Gathering throughput driven by SE OH technical leaders

~65 of 2016E throughput from RICE volumes and ~35 from GPOR(1)

Will access TETCO REX ET Rover and DEO to deliver gas to Gulf Coast and Midwest markets

2016 GUIDANCE(1)

2016E EBITDA of $40MM -$45MM

2016 capex budget of $155MM

Constructing ~30 miles of gathering pipeline in 2016

Premier Midstream Systems in Prolific Dry Gas Utica Core Adds to Inventory of Drop Down Candidates

GATHERING SYSTEM INFORMATION

DedicatedGross

Acreage(2)

4Q 2015 Throughput

(MDthd)

RICE OH Gathering 58000 323

Strike Force JV 75000 -

Total 133000 323

Belmont

Monroe

OHIO

WEST VIRGINIA

OH PA

WV

LegendRICE Ohio Gathering Pipeline RICE Ohio Gathering Pipeline to be Constructed

GPOR Dedicated to RICERICE Acreage Dedicated to 3rd

Party

Strike Force JV AMI

13 wwwriceenergycom

Attractive Drop Down Potential ndash Strike Force JV TRANSACTION OVERVIEW STRATEGIC RATIONALE

RICE and GPOR completed the formation of Utica Shale strategic midstream JV (ldquoStrike Forcerdquo)

Provide gas gathering and compression services to GPORrsquos Eastern Belmont and Monroe acreage in Ohio

Supported by long-term fee-based service agreements with GPOR

Ownership RICE 75 and GPOR 25 with RICE to construct and operate all JV assets

Dry gas gathering system with capacity to gather up to 18 MMDthd

System will consist of ~165 miles of high and low pressure 12rdquo ndash 24rdquo gathering pipelines with multiple interconnections to Rockies Express ET Rover TETCO Dominion East Ohio and other future pipelines

~50000 horsepower of compression for gathering and delivery into various downstream interstate pipelines

GPOR dedicated ~75000 leasehold acres within the Strike Force AMI of ~319000 acres

Constructing Extensive Dry Gas Gathering and Water Systems in One of the Most Prolific Natural Gas Plays

Strike Force strengthens Ricersquos leading midstream position in the core of the Utica Shale

Expands relationship with GPOR across its premier position in the dry gas Utica Shale

Achieves efficiencies of simultaneous development of gathering and compression

Leverages existing footprint to grow 3rd party business and pursue additional 3rd party opportunities within a ~319000-acre AMI

System designed to accommodate future growth

Significantly adds to RICErsquos attractive inventory of drop down candidates

PHASE 1 COMPLETED AHEAD OF SCHEDULE AND FIRST FLOW

COMMENCED ON FEBRUARY 1 2016

14 wwwriceenergycom

__________________________1 Assumes fee of $006 per gallon and operating expense of $0013 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral2 Assumes fee of $007 per gallon and operating expense of $0013 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Acquisition Assets ndash Integrated Water Services BusinessWATER SERVICES BUSINESS OVERVIEW WATER DISTRIBUTION SYSTEM MAP

Delivers fresh water to well pads for completions

Collects recycles or disposes of flowback and produced water for RICE amp 3rd parties

Volumetric fee structure to provide revenue amp cash flow stability

PENNSYLVANIA amp OHIO WATER SYSTEMS

PA trunk line substantially complete in 1Q15 and OH trunk line substantially complete in 3Q15

Trunk lines consist primarily of 24-30rdquo polyethylene pipe amp laterals consist of 18rdquo polyethylene pipe

~90 of 2016E PA volumes expected to come from RICE amp ~75 of 2016E OH volumes expected to come from RICE

PROJECTED FRESH WATER DELIVERY INFRASTRUCTURE

PA OH TOTAL

Water Pipeline (Miles) 64 48 112

Connected Sources (MMGPD) 87 107 194

Cash Operating Margin $517000(1) $963000(2) Water Pipeline Water Pipeline to be ConstructedRICE Acreage

WetzelPA

OH

Greene

Washington

Monroe Marshall

Harrison

Jefferson

Ohio

Brooke

BeaverAlleghenyCarroll

Belmont

Monongahela River

Withdrawal

Ohio RiverWithdrawal

OH PA

WVGPOR Water Dedication

15 wwwriceenergycom

Western Greene County Midstream Update

Development area located in western Greene County PA in the heart of the Marcellus dry gas core and the emerging super-deep dry gas Utica core

RMP will now gather all production above 40 MDthd

ndash Williams will provide Rice with gathering and compression services for the first ~40 MDthd of production from this area

Improvement to Ricersquos single well economicsndash ~45 increase in Marcellus PV10well(1) ~$7MM ~$10MMndash Rice also benefits economically from RMP distribution growth associated

with the organic growth opportunity

Strategically accretive to RMPndash Increases RMPrsquos acreage dedication from Rice Energy by 19000 Marcellus

acres (25 increase ~110 undeveloped net Marcellus wells) and 17000 Utica acres (~40 undeveloped Utica wells)

ndash RMP has acquired the necessary right-of-ways and has submitted permits in order to construct the header system

__________________________1 Increase PV10 due to assumed gathering and compression fee of $030dth and $007dth versus previous historical fees of $045dth and $012dth Actual midstream fees for this area to be determined Assumes $350 HHUB See appendix for single well return assumptions

PAWV

Washington

Greene

Rice Western Greene Area

RMP Proposed Gathering Trunkline

RICE has renegotiated its gathering agreement with Williams allowing RMP to provide gas gathering services for RICE in western Greene County PA

16 wwwriceenergycom

2015 Midstream System Statistics

__________________________1 The agreement between RICE and RMP covers approximately 93000 gross acres of the RICErsquos acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of December 31 2015 and any future acreage it acquires within these counties excluding the first

400 MDthd of RICErsquos production from approximately 19000 gross acres subject to a pre-existing third-party dedication2 Fees will be annually escalated based upon changes in the Consumer Price Index Compression fees are derived on a per stage basis3 Certain of RMPrsquos third-party contracts provided for an increase in the gathering fee RMP will receive upon completion of construction of an 18-mile 30 inch pipeline connecting its gathering system to TETCO which was completed in November 2014 Represents weighted average

based on historical throughput4 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system

based on a 9000rsquo lateral

RMP Assets

Pennsylvania Ohio

Gathering and Compression Statistics Gathering and Compression StatisticsDesign Gathering Capacity (MMDthd) gt 40 Design Gathering Capacity (MMDthd) gt 20

YE15 YE16 YE15 YE16Gas Gathering Pipeline Mileage (miles) 113 128 Gas Gathering Pipeline Mileage (miles) 54 65

Acreage Dedications Acreage DedicationsRICE(1) 93000 RICE 380003rd Party 21000 3rd Party 20000

Total Acreage Dedications 114000 Total Acreage Dedications 58000

Midstream Fees Paid by RICE to RMP ($Dth) (2) Midstream Fees Paid by RICE to RICE OH ($Dth) (2)

Gathering $030 Gathering $030Compression (per stage of compression) $007 Compression (per stage of compression) $007

3rd Party Midstream Fees ($Dth) 3rd Party Midstream Fees ($Dth)Gathering (3) $043 Gathering undisclosedCompression vairies Compression undisclosed

Water Distribution System Statistics Water Distribution System StatisticsYE15 YE15

Connected Water Sources (MMGPD) 87 Connected Water Sources (MMGPD) 107Water Services Fee Paid by RICE ($gallon)(4) $006 Water Services Fee Paid by RICE ($gallon)(4) $007

Strike Force JV

Gathering and Compression StatisticsYE15 YE16

Gas Gathering Pipeline Mileage (miles) 7 29 AMI Acreage 319000GPOR Dedicated Acreage 75000

17 wwwriceenergycom

RICE Overview

18 wwwriceenergycom

Concentrated Core Upstream Assets

__________________________1 Net undeveloped locations as of 123115 See slide entitled ldquoAdditional Disclosuresrdquo on detail regarding RICErsquos methodology for the calculation of locations2 Strip as of 1416

92000

56000

449

175

Net Acres Daily ProductionUtica Core Marcellus Core

197000

Marcellus OH Utica

624 MMcfed

Washington

Greene

Belmont

PA Utica

Deep PA Utica Core

Premier EampP Company in the Lowest Cost Gas Shale Plays

100 of assets located in the cores of the Marcellus and Utica

Valuable production base of 624 MMcfed ($12bn PD + Hedge PV10)(2)

Low breakevens of $215MMBtu across Marcellus and dry-gas OH Utica

Strong hedge and FT portfolio provides protection from downcycles

Inventory (Wells)

10 Year Inventory from Marcellus and OH Utica with

upside from PA Utica

487

215

105 143

Developed

121

18

Producing Wells

143 Wells3 Geneseo1 PA Utica

Stacked Pay on PA Acreage

49000PA Utica

19 wwwriceenergycom

647 800

247

400

175

401

894

1200

2013 2014 2015 2016E

PA OH

$043 $031 $026

$055 $038 $036

$038

$038 $038

$044

$043 $034

$180

$150 $134

2013 2014 2015LOE and Taxes FT Gathering GampA

127 274

552 720

2013 2014 2015 2016E

249 644

1015 350

662

685

599

1306

1700

2013 2014 2015

PD PUD

$2457

$1651 $1450

2014 2015 2016E

$1439 $1237 $1181 $1150

2013 2014 2015 2016E

Track Record of Low-Cost GrowthPER UNIT CASH COSTS ($MCFE) (1)UTICA DampC COSTS ($FT)MARCELLUS DampC COSTS ($FT)

MIDSTREAM THROUGHPUT (MDTHD)NET PRODUCTION (MMCFED)PROVED RESERVES (BCFE)

__________________________1 EampP segment costs RICE gathering agreements in OH and PA began in 2015 Gathering fee per Mcfe applied to 2013 and 2014 to show a comparison on apples to apples basis

20 wwwriceenergycom

2016 budget positions RICE for success in 2016 and beyondndash Focused on balance sheet and EampP returns while creating significant future midstream valuendash 2016 DampC budget maintains clean balance sheet while investing in 2017

Financial Strength ndash Healthy balance sheet ample liquidity and robust hedgesndash Healthy Balance Sheet Expect to exit 2016 at 30x leverage with no dependence on drop downs or capital marketsndash Ample Liquidity $14bn of liquidity(1) $11B EampP and $300MM RMHndash Robust amp Attractive Hedges 87 of 2016 production hedged at $326MMBtu majority of 2017 production hedged at $314MMBtu

Highly concentrated acreage position in the most economic areas of the Marcellus and Utica Shalendash Core Locations 134 net producing wells (624 MMcfed in Q4rsquo15) + 487 net undeveloped Marcellus wells + 215 net undeveloped OH Utica wells + 105 net undeveloped PA Utica

wellsndash Resilient Economics Development and operating cost declines have driven avg breakeven PV-10 to ~$215MMBtu (~15 lower than 2015) ndash Compelling Returns in Challenging Market ~30 Pre-Hedge IRRs at strip pricing(2)

Midstream is a valuable and differentiated element of the RICE storyndash 1 Gatherer in the Dry Gas Core 247000 acres(3) dedicated from 3 of the 5 most active operators in SW Appalachiandash Unique Financial Advantages ~$10B of midstream monetizations and financings to date with ~$13B of estimated remaining drop down inventory and GP Holdings with expected

future value of $10B+ndash High Growth MLP RMP expects 20 distribution growth with current asset base while maintaining 13x-15x coverage in 2016

Firm Transportation (FT) Portfolio is right-sized for Ricersquos production growth and basis outlookndash Right-Sized FT covers gt80 of 2016 production and decreases to ~60 by 2020ndash Right Exposure Expect local basis to improve from $075 in 2016 (30 of production) to $050 in 2020 (~40 of production)

Well Positioned to Navigate Environment

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million2 Strip pricing as of 21916 See Economics slide for more detailed assumptions used to generate single well economics3 Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

21 wwwriceenergycom

Healthy Balance Sheet Protected by Strong Hedge BookSUMMARY

LIQUIDITY

Ample Liquidity $14B of total liquidity YE15(1) consisting of $11bn of EampP liquidity and $300MM of RMH liquidity

Strong Balance Sheet and Financing EampP budget fully funded with cash flow and cash on hand (no dependence on drop-downs or capital markets) and ~30x levered throughout 2016

Attractive Hedge Bookndash 87 hedged in 2016 at wtd avg floor of $326MMBtundash 563 MMBtud hedged in 2017 at wtd avg floor of

$314MMBtu

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$720

$30 $50

$650

$300 $310 $640

$155 $150

$1370

$330 $360

ndash

$200

$400

$600

$800

$1000

$1200

$1400

$1600YE15 Cash amp 2016E CFO

Undrawn Facility

CapEx

Rice EampP RMH RMP

662

563

285

150

$325

$314 $316 $311

$211

$253 $261 $266

ndash

$050

$100

$150

$200

$250

$300

$350

ndash

100

200

300

400

500

600

700

2016 2017 2018 2019

Hedged Volume Avg Wtd Fixed Price HHUB Strip

HEDGE SUMMARY

LEVERAGE

BBtud $MMBtu

20x

ndash

20x 20x

30x

15x

25x 25x

ndash

05x

10x

15x

20x

25x

30x

35x

Rice EampP MidstreamHoldings

RMP Consolidated

2015 Net Debt LQA EBITDA 2016 Net Debt LQA EBITDA

RMH

18x 18x 17x

22 wwwriceenergycom

825 common

equity interest

Strategic Preferred Investment

DE

Rice Olympus

Midstream (OH

Gathering)

100 Series B Preferred Equity

($375MM invested)

75 equity interest

9175 common equity interest

41 LP Interest100 of IDRs

RMP GP(non-economic)

100 Series A Common Equity

EIG Managed Funds

Rice Midstream Holdings LLC

Strike Force Midstream(GPOR JV)

GP Holdings(IDRs and LPs)

Transaction Highlightsndash Attractive cost of capital attributable to RMHrsquos midstream assets and future

GP Valuendash RICE cash flow + preferred proceeds fully fund 2016 EampP budget with no

additional debt incurredndash Highlights significant value of embedded midstreamndash Highlights symbiotic structure of upstream and midstream

Healthy Upstream Healthy Midstream Healthy Upstream

Key Investment Termsndash $375MM preferred equity in RMH and 825 LP interest in GP Holdings

(LPs amp IDRs)ndash 8 preferred distribution 2 yrs of PIKndash Remaining return will come from 825 common equity interest in GP

Holdingsndash Use of proceeds $75MM to repay RMH outstanding borrowings and pay

related transaction fees and $300MM distributed to RICE to fund 2016 EampP budget

ndash Flexibility to execute drop strategy and make distributions to RICE

$375MM equity investment fortifies balance sheet and illuminates significant embedded midstream value

100 equity interest

100 ownership

23 wwwriceenergycom

25

47

77

114

159

23

49

83

124

173

ndash

25

50

75

100

125

150

175

200

$250 $300 $350 $400 $450Marcellus 750 Utica Dry 1000

Attractive Single Well Economics

Net Locations (3) 487 168

HHUB PV-10 Breakeven ($MMBtu) $208 $218

DRY GAS SINGLE WELL ECONOMICS

Rice continues to drive down DampC and operating costs to maximize returns Inventory currently generates ~30 returns at strip(1) HHUB PV10 breakevens of $208-$218 HHUB

__________________________Note See appendix for summary of assumptions used to generate single well IRRs 750rsquo and Utica 1000rsquo economics assume EampP is burdened by 50 of the gathering and compression fee and 50 of water completion fees (RICE owns a 41 LP interest in RMP 100 of Rice Ohio Midstream and 100 of RMP IDRs)1 Strip as of 219162 See slide titled Western Greene County Midstream Update3 Excludes ~47 wet Utica net undeveloped locations and ~105 dry-gas PA Utica net undeveloped locations

Marcellus ChangesEconomicsbull DampCft decreased by 8bull Operating amp FT costs decreased by 25bull EURft increased by 9bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Pro forma for amended gathering

agreement reclassified ~110 net locations to ldquoMarcellusrdquo given change to economics(2)

Dry Gas Utica ChangesEconomicsbull DampCft decreased by 3bull Operating amp FT costs decreased by 25bull EURft decreased by 7bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Avg lateral length increased 1Krsquo and increased

well spacing to 1Krsquo results in fewer locations

Dotted lines represent previously reported economics

NYMEX ($MMBtu)

IRR

24 wwwriceenergycom

Right-Sized Firm Transport PortfolioGrowing Exposure to an Improving Local Basis Market Right-Sized FT covers gt80 of 2016 takeaway volumes FT coverage decreases to ~60 in 2020 Right Exposure 30 of 2016 gas exposed to local markets when differentials are expected to be $075 growing to 40+ in 2020

when differentials are expected to tighten to ~$050 (1)

RICErsquoS RIGHT-SIZED FT PORTFOLIO amp ILLUSTRATIVE TAKEAWAY VOLUME GROWTH

ndash

500

1000

1500

2000

2500

3000

1115 7115 1116 7116 1117 7117 1118 7118 1119 7119 1120 7120 1121

$ MMbtuMdthd

Illustrative Takeaway Volume Range Takeaway Capacity

Base Case Details2015 2016 2017 2018 2019 2020

Exposed to App 25 30 30 15 25 40 M2 Basis ($122) ($075) ($062) ($056) ($055) ($052)

Takeaway volumes = Volumes that fill firm transportation (2)

__________________________1 Illustrative takeaway volumes assume 2016 growth in-line with guidance In 2017+ low and high volume range grow at 7 and 20 respectively Volumes beyond 2016 are for illustrative purposes only and do not constitute guidance2 Takeaway volumes = gross PA and working interest OH volumes

(1)

25 wwwriceenergycom

$380 $340 $285

$200 $285 $275

$250 $115

$80

$225

$545

$830 $740

$640

0100200300400500600700800900

2012 2013 2014 2015 2016E

$MM

PA DampC OH DampC Land

36 37 27

ndash

ndash

7 12 27

10

21

43 49

54

0

10

20

30

40

50

2012 2013 2014 2015 2016E

Wells

PA OH

2016 Guidance

_______________________Note 2014 Pro Forma for ASR transaction1 As of February 24 20162 Does not include wells from the Greene County Acquisition3 Consolidated midstream includes Rice Midstream Holdings and Rice Midstream Partners

47 127

274

552

720

ndash

ndash

0

100

200

300

400

500

600

700

800

2012 2013 2014 2015 2016E

MMcfed

Average Net Daily ProductionNet Wells Turned to Sales(2)

Midstream Capital Expenditures Daily Throughput 2016E Midstream EBITDA

$45 $150 $170 150

$150

$250

155

$45 $50

$300

$420

305

0

100

200

300

400

500

2012 2013 2014 2015 2016E

$MM

RMP Rice Midstream Holdings

61

647 800

247

400

175

401

894

1200

0

150

300

450

600

750

900

1050

1200

2012 2013 2014 2015 2016E

MDthd

RMP Rice Midstream Holdings

$115

$43

0

20

40

60

80

100

120

RMP Rice MidstreamHoldings

$MM

Published Guidance

DampC amp Land Capital Expenditures

2016E EampP GUIDANCE(1)

2016E CONSOLIDATED MIDSTREAM GUIDANCE(1)(3)

26 wwwriceenergycom

Appendix

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
$ in millions except per share data as of 123115 2015 Capital Budget (in millions)
Common Units 42
Subordinated Units 29 Gas Gathering $ 85
Total Units Outstanding (MM) 71 Compression $ 90
Price as of 123115 $1349 Total Expansion Capex $ 175
Market Capitalization $957 Maintenance Capex $ 5
Cash 8 Total Capital Expenditures $ 180
Revolving credit facility 143
Enterprise Value $1108
Guidance
Adjusted EBITDA (in millions) $55 $60
Third Party 20
Leverage Statistics Distributable Cash Flow (in millions) $48 $53
4Q15 Net Debt RR EBITDA 18x Average DCF Coverage Ratio 11x 12x
EBITDA Interest NM Annualized Distribution ($ per unit) $075
Debt to EBITDA Covenant 475x
Liquidity Summary RMP Units Owned
Revolving credit facility $450 of RMP Units - Public 50
Less amount drawn 143 of RMP Units - RICE 50
Availability under RCF $307 of RMP IDRs - RICE 100
Plus cash on hand 8
Liquidity as of 123115 $315
Three Months Ended
($ in thousands) March 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 9068
Interest expense 394
Depreciation expense 1449
Amortization of intangible assets 408
Non-cash stock compensation expense 996
Amortization of deferred financing costs 144
Adjusted EBITDA $ 12459
Cash interest expense (394)
Estimated maintenance capital expenditures (1120)
Distributable cash flow $ 10945
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 12459
Interest expense $ (394)
Changes in operating assets and liabilities which provided cash (12134)
Net cash used in operating activities $ (69)
Three Months Ended
($ in millions except per unit data) March 31 2015
Affiliate gathering volumes (MDthd) 557
Third-party gathering volumes (MDthd) 98
Total gathering volumes (MDthd) 655
Total operating revenues $ 20
Operating expenses 67
Total operating income $ 13
Adjusted EBITDA $ 17
Distributable cash flow $ 15
DCF unit $ 02624
Distribution declared $ 11
Distribution unit $ 01905
Coverage ratio 138x
Three Months Ended
($ in millions) December 31 2015
Revolver capacity $450
Less Borrowings 143
Plus Cash and cash equivalents 8
Liquidity $315
Three Months Ended
($ in thousands) March 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 9068
Interest expense 394
Depreciation expense 1449
Amortization of intangible assets 408
Non-cash stock compensation expense 996
Amortization of deferred financing costs 144
Adjusted EBITDA $ 12459
Cash interest expense (394)
Estimated maintenance capital expenditures (1120)
Distributable cash flow $ 10945
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 12459
Interest expense $ (394)
Changes in operating assets and liabilities which provided cash (12134)
Net cash used in operating activities $ (69)
Three Months Ended
($ in millions except per unit data) December 31 2015
Affiliate gathering volumes (MDthd) 577
Third-party gathering volumes (MDthd) 126
Total gathering volumes (MDthd) 703
Water service volumes (MMgal) 202
Total operating revenues $29314
Total operating expenses $15538
Total operating income $13776
Adjusted EBITDA $19065
Distributable cash flow $16997
DCF unit $024
Distribution declared $13935
Distribution unit $01965 70917372
DCF coverage ratio 122x
($ in millions)
Revolver capacity $ 450
Less Borrowings 30
Plus Cash and cash equivalents mdash
Liquidity $ 420
Page 6: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

6 wwwriceenergycom

RMP Financial Overview

2016 GUIDANCE(1)

$ in millions except per share data as of 123115Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price as of 123115 $1349

Market Capitalization $957Cash 8 Revolving credit facility 143

Enterprise Value $1108

Leverage Statistics4Q15 Net Debt RR EBITDA 18xEBITDA Interest NMDebt to EBITDA Covenant 475x

Liquidity SummaryRevolving credit facility $450Less amount drawn 143 Availability under RCF $307Plus cash on hand 8 Liquidity as of 123115 $315

__________________________1 As of February 24 2016

CAPITALIZATION AND LIQUIDITY AT 123115

Capital Expenditure ($MM)Gas Gathering and Compression $ 140 Water Services $ 10 Total Capital Expenditures $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($MM) 15$ - 18$

Adjusted EBITDA ($MM)Gas gathering and compression 85$ - 90$ Water business 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($MM) 90$ 100$ Average DCF Coverage Ratio 13x 15x Distribution Growth

Guidance

20 - 25

20

Sheet1

7 wwwriceenergycom

RICE and RMP Organizational Structure

DE

PA Water

Rice Olympus Midstream

(OH Gathering)

59 LP interest

Rice Midstream Holdings LLC

Public Unitholders

Strike Force Midstream (GPOR JV)

ROFOAssets

OH WaterPA Gathering

$300MM Credit Facility +

$450MM Credit Facility

$750MM Credit Facility

$100MM Accordion Feature

EIG Managed Funds

GP Holdings(IDRs and LP Interest)

825 common

equity interest

100 Series B Preferred Equity

($375MM invested)

75 equity interest

100 Series A Common Equity

41 LP interest 100 of IDRs

RMP GP(non-economic)

100 equity interest100 ownership9175 common

equity interest

8 wwwriceenergycom

RMP High Growth MLP in Prolific Appalachian Basin

__________________________1 As of February 24 20162 As of December 31 2015 The agreement between RICE and RMP covers approximately 93000 gross acres of the RICErsquos acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of December 31 2015 and any future acreage it acquires within these

counties excluding the first 400 MDthd of RICErsquos production from approximately 19000 gross acres subject to a pre-existing third-party dedication Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

RMP OVERVIEW

PA gas gathering system of over 40 MMDthd design capacity

Oversized to accommodate future growth and emerging PA Utica potential

Gathering throughput driven by SW PA technical leaders

~80 of 2016E throughput from RICE operated volumes and ~20 from 3rd parties primarily EQT

2016 GUIDANCE(1)

2016E EBITDA of $110MM -$120MM

2016 capex budget of $150MM

$140MM gathering and compression

$10MM water services

RMP constructing ~15 miles of gathering pipeline in 2016

RMP installing compression for RICE in 1H16 that will start generating revenue mid-2016

GATHERING SYSTEM INFORMATION

Dedicated GrossAcreage(2)

4Q 2015 Throughput

(MDthd)2016E Capex

($MM)(1)

RMP 114000 703 $150

Concentrated Prolific Position to Drive Targeted 20 Distribution Growth

WEST VIRGINIA

OH PA

WV

Greene

Washington

PENNSYLVANIA

Belmont

WEST VIRGINIA

Beaver

Brooke

Legend

RMP Gathering Pipeline to be Constructed

RICE Acreage

RMP Gathering Pipeline

3rd Party Dedicated to RMP

RMP Water PipelineRMP Water Pipeline to be ConstructedRMP Water Interconnects

GPOR Water Dedication

RICE Western Greene Area

OHIO

9 wwwriceenergycom

RMP Gathering and Water System Build-out

PA gathering system oversized to accommodate future growth and emerging PA Utica potential

Mileage 128 miles by YE16

Total Design Capacity over 40 MMDthd

Substantially all of RICErsquos drilling locations within the RMP dedication will be within 2 miles of the completed PA gathering system

112 miles of water pipeline to deliver fresh water to well pads for completions

152 million gallons of water impoundment capacity

SUMMARY

RMPrsquos midstream system has grown significantly since 2013

2013

2014 2015

RMP Gathering Pipeline RMP Gathering Pipeline to be Constructed RMP Water Pipeline RMP Water Pipeline to be Constructed RICE Acreage

2012

3rd Party Dedicated to RMP

2016E

10 wwwriceenergycom

RMP 3rd Party Dedications from Top Operators in the Basin

SYSTEM MAP

RMPrsquos Assets are Well Positioned to Capture 3rd Party Growth

3rd Party Gathering Dedication SummaryPA

Dedicated Acreage 21000

Gatherer RMP

3Q 2015 Throughput (MDthd) 127

Contract Term ~10 years (wtd avg)

Gathering Compression Fee ($Dth)

$043(1) varies

__________________________1 Calculated based on weighted average historic throughput

OVERVIEW

High quality 3rd party operators with active development programs

EQT and GPOR (primary 3rd party customers) are technical leaders with strong balance sheets and attractive firm transportation portfolios and hedges to support development

Pennsylvania

~21000 gross acres dedicated

127 MDthd gathered in 4Q 2015 (18 of RMPrsquos throughput)

Ohio GPOR Water Dedication within 15 mile perimeter

around water distribution system in Ohio

WEST VIRGINIA

OH PA

WV

Greene

Washington

PENNSYLVANIA

Belmont

WEST VIRGINIA

Beaver

Brooke

Legend

RMP Gathering Pipeline to be Constructed

RICE Acreage

RMP Gathering Pipeline

3rd Party Dedicated to RMP

RMP Water PipelineRMP Water Pipeline to be ConstructedRMP Water Interconnects

GPOR Water Dedication

RICE Western Greene Area

OHIO

11 wwwriceenergycom

Industry-Leading Throughput Growth4Q 2015 throughput of ~1027 MDthd through RICE and RMP midstream systems (25 3rd Party)

RMP System 703 MDthd (18 3rd Party) RICE OH System 323 MDthd (40 3rd Party)

0

200000

400000

600000

800000

1000000

1200000

Dthd

RMP - Rice Operated (PA) RMP - 3rd Party (PA) RICE - Rice Operated (OH) RICE - 3rd Party (OH)

Average Throughput (MDthd)

2010 2011 2012 2013 2014 2015

Throughput 4 18 61 176 409 894

YoY Growth 350 238 188 133 119

(1)

__________________________1 PA 3rd party volumes as of April 2014 close of Momentum asset acquisition

RMP AND RICE OH MIDSTREAM HISTORICAL THROUGHPUT

12 wwwriceenergycom

Attractive Drop Down Potential ndash OH Gathering

__________________________1 As of February 24 20162 As of December 31 2015

RMH OVERVIEW

OH gas gathering system of over 20 MMDthd design capacity

Gathering throughput driven by SE OH technical leaders

~65 of 2016E throughput from RICE volumes and ~35 from GPOR(1)

Will access TETCO REX ET Rover and DEO to deliver gas to Gulf Coast and Midwest markets

2016 GUIDANCE(1)

2016E EBITDA of $40MM -$45MM

2016 capex budget of $155MM

Constructing ~30 miles of gathering pipeline in 2016

Premier Midstream Systems in Prolific Dry Gas Utica Core Adds to Inventory of Drop Down Candidates

GATHERING SYSTEM INFORMATION

DedicatedGross

Acreage(2)

4Q 2015 Throughput

(MDthd)

RICE OH Gathering 58000 323

Strike Force JV 75000 -

Total 133000 323

Belmont

Monroe

OHIO

WEST VIRGINIA

OH PA

WV

LegendRICE Ohio Gathering Pipeline RICE Ohio Gathering Pipeline to be Constructed

GPOR Dedicated to RICERICE Acreage Dedicated to 3rd

Party

Strike Force JV AMI

13 wwwriceenergycom

Attractive Drop Down Potential ndash Strike Force JV TRANSACTION OVERVIEW STRATEGIC RATIONALE

RICE and GPOR completed the formation of Utica Shale strategic midstream JV (ldquoStrike Forcerdquo)

Provide gas gathering and compression services to GPORrsquos Eastern Belmont and Monroe acreage in Ohio

Supported by long-term fee-based service agreements with GPOR

Ownership RICE 75 and GPOR 25 with RICE to construct and operate all JV assets

Dry gas gathering system with capacity to gather up to 18 MMDthd

System will consist of ~165 miles of high and low pressure 12rdquo ndash 24rdquo gathering pipelines with multiple interconnections to Rockies Express ET Rover TETCO Dominion East Ohio and other future pipelines

~50000 horsepower of compression for gathering and delivery into various downstream interstate pipelines

GPOR dedicated ~75000 leasehold acres within the Strike Force AMI of ~319000 acres

Constructing Extensive Dry Gas Gathering and Water Systems in One of the Most Prolific Natural Gas Plays

Strike Force strengthens Ricersquos leading midstream position in the core of the Utica Shale

Expands relationship with GPOR across its premier position in the dry gas Utica Shale

Achieves efficiencies of simultaneous development of gathering and compression

Leverages existing footprint to grow 3rd party business and pursue additional 3rd party opportunities within a ~319000-acre AMI

System designed to accommodate future growth

Significantly adds to RICErsquos attractive inventory of drop down candidates

PHASE 1 COMPLETED AHEAD OF SCHEDULE AND FIRST FLOW

COMMENCED ON FEBRUARY 1 2016

14 wwwriceenergycom

__________________________1 Assumes fee of $006 per gallon and operating expense of $0013 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral2 Assumes fee of $007 per gallon and operating expense of $0013 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Acquisition Assets ndash Integrated Water Services BusinessWATER SERVICES BUSINESS OVERVIEW WATER DISTRIBUTION SYSTEM MAP

Delivers fresh water to well pads for completions

Collects recycles or disposes of flowback and produced water for RICE amp 3rd parties

Volumetric fee structure to provide revenue amp cash flow stability

PENNSYLVANIA amp OHIO WATER SYSTEMS

PA trunk line substantially complete in 1Q15 and OH trunk line substantially complete in 3Q15

Trunk lines consist primarily of 24-30rdquo polyethylene pipe amp laterals consist of 18rdquo polyethylene pipe

~90 of 2016E PA volumes expected to come from RICE amp ~75 of 2016E OH volumes expected to come from RICE

PROJECTED FRESH WATER DELIVERY INFRASTRUCTURE

PA OH TOTAL

Water Pipeline (Miles) 64 48 112

Connected Sources (MMGPD) 87 107 194

Cash Operating Margin $517000(1) $963000(2) Water Pipeline Water Pipeline to be ConstructedRICE Acreage

WetzelPA

OH

Greene

Washington

Monroe Marshall

Harrison

Jefferson

Ohio

Brooke

BeaverAlleghenyCarroll

Belmont

Monongahela River

Withdrawal

Ohio RiverWithdrawal

OH PA

WVGPOR Water Dedication

15 wwwriceenergycom

Western Greene County Midstream Update

Development area located in western Greene County PA in the heart of the Marcellus dry gas core and the emerging super-deep dry gas Utica core

RMP will now gather all production above 40 MDthd

ndash Williams will provide Rice with gathering and compression services for the first ~40 MDthd of production from this area

Improvement to Ricersquos single well economicsndash ~45 increase in Marcellus PV10well(1) ~$7MM ~$10MMndash Rice also benefits economically from RMP distribution growth associated

with the organic growth opportunity

Strategically accretive to RMPndash Increases RMPrsquos acreage dedication from Rice Energy by 19000 Marcellus

acres (25 increase ~110 undeveloped net Marcellus wells) and 17000 Utica acres (~40 undeveloped Utica wells)

ndash RMP has acquired the necessary right-of-ways and has submitted permits in order to construct the header system

__________________________1 Increase PV10 due to assumed gathering and compression fee of $030dth and $007dth versus previous historical fees of $045dth and $012dth Actual midstream fees for this area to be determined Assumes $350 HHUB See appendix for single well return assumptions

PAWV

Washington

Greene

Rice Western Greene Area

RMP Proposed Gathering Trunkline

RICE has renegotiated its gathering agreement with Williams allowing RMP to provide gas gathering services for RICE in western Greene County PA

16 wwwriceenergycom

2015 Midstream System Statistics

__________________________1 The agreement between RICE and RMP covers approximately 93000 gross acres of the RICErsquos acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of December 31 2015 and any future acreage it acquires within these counties excluding the first

400 MDthd of RICErsquos production from approximately 19000 gross acres subject to a pre-existing third-party dedication2 Fees will be annually escalated based upon changes in the Consumer Price Index Compression fees are derived on a per stage basis3 Certain of RMPrsquos third-party contracts provided for an increase in the gathering fee RMP will receive upon completion of construction of an 18-mile 30 inch pipeline connecting its gathering system to TETCO which was completed in November 2014 Represents weighted average

based on historical throughput4 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system

based on a 9000rsquo lateral

RMP Assets

Pennsylvania Ohio

Gathering and Compression Statistics Gathering and Compression StatisticsDesign Gathering Capacity (MMDthd) gt 40 Design Gathering Capacity (MMDthd) gt 20

YE15 YE16 YE15 YE16Gas Gathering Pipeline Mileage (miles) 113 128 Gas Gathering Pipeline Mileage (miles) 54 65

Acreage Dedications Acreage DedicationsRICE(1) 93000 RICE 380003rd Party 21000 3rd Party 20000

Total Acreage Dedications 114000 Total Acreage Dedications 58000

Midstream Fees Paid by RICE to RMP ($Dth) (2) Midstream Fees Paid by RICE to RICE OH ($Dth) (2)

Gathering $030 Gathering $030Compression (per stage of compression) $007 Compression (per stage of compression) $007

3rd Party Midstream Fees ($Dth) 3rd Party Midstream Fees ($Dth)Gathering (3) $043 Gathering undisclosedCompression vairies Compression undisclosed

Water Distribution System Statistics Water Distribution System StatisticsYE15 YE15

Connected Water Sources (MMGPD) 87 Connected Water Sources (MMGPD) 107Water Services Fee Paid by RICE ($gallon)(4) $006 Water Services Fee Paid by RICE ($gallon)(4) $007

Strike Force JV

Gathering and Compression StatisticsYE15 YE16

Gas Gathering Pipeline Mileage (miles) 7 29 AMI Acreage 319000GPOR Dedicated Acreage 75000

17 wwwriceenergycom

RICE Overview

18 wwwriceenergycom

Concentrated Core Upstream Assets

__________________________1 Net undeveloped locations as of 123115 See slide entitled ldquoAdditional Disclosuresrdquo on detail regarding RICErsquos methodology for the calculation of locations2 Strip as of 1416

92000

56000

449

175

Net Acres Daily ProductionUtica Core Marcellus Core

197000

Marcellus OH Utica

624 MMcfed

Washington

Greene

Belmont

PA Utica

Deep PA Utica Core

Premier EampP Company in the Lowest Cost Gas Shale Plays

100 of assets located in the cores of the Marcellus and Utica

Valuable production base of 624 MMcfed ($12bn PD + Hedge PV10)(2)

Low breakevens of $215MMBtu across Marcellus and dry-gas OH Utica

Strong hedge and FT portfolio provides protection from downcycles

Inventory (Wells)

10 Year Inventory from Marcellus and OH Utica with

upside from PA Utica

487

215

105 143

Developed

121

18

Producing Wells

143 Wells3 Geneseo1 PA Utica

Stacked Pay on PA Acreage

49000PA Utica

19 wwwriceenergycom

647 800

247

400

175

401

894

1200

2013 2014 2015 2016E

PA OH

$043 $031 $026

$055 $038 $036

$038

$038 $038

$044

$043 $034

$180

$150 $134

2013 2014 2015LOE and Taxes FT Gathering GampA

127 274

552 720

2013 2014 2015 2016E

249 644

1015 350

662

685

599

1306

1700

2013 2014 2015

PD PUD

$2457

$1651 $1450

2014 2015 2016E

$1439 $1237 $1181 $1150

2013 2014 2015 2016E

Track Record of Low-Cost GrowthPER UNIT CASH COSTS ($MCFE) (1)UTICA DampC COSTS ($FT)MARCELLUS DampC COSTS ($FT)

MIDSTREAM THROUGHPUT (MDTHD)NET PRODUCTION (MMCFED)PROVED RESERVES (BCFE)

__________________________1 EampP segment costs RICE gathering agreements in OH and PA began in 2015 Gathering fee per Mcfe applied to 2013 and 2014 to show a comparison on apples to apples basis

20 wwwriceenergycom

2016 budget positions RICE for success in 2016 and beyondndash Focused on balance sheet and EampP returns while creating significant future midstream valuendash 2016 DampC budget maintains clean balance sheet while investing in 2017

Financial Strength ndash Healthy balance sheet ample liquidity and robust hedgesndash Healthy Balance Sheet Expect to exit 2016 at 30x leverage with no dependence on drop downs or capital marketsndash Ample Liquidity $14bn of liquidity(1) $11B EampP and $300MM RMHndash Robust amp Attractive Hedges 87 of 2016 production hedged at $326MMBtu majority of 2017 production hedged at $314MMBtu

Highly concentrated acreage position in the most economic areas of the Marcellus and Utica Shalendash Core Locations 134 net producing wells (624 MMcfed in Q4rsquo15) + 487 net undeveloped Marcellus wells + 215 net undeveloped OH Utica wells + 105 net undeveloped PA Utica

wellsndash Resilient Economics Development and operating cost declines have driven avg breakeven PV-10 to ~$215MMBtu (~15 lower than 2015) ndash Compelling Returns in Challenging Market ~30 Pre-Hedge IRRs at strip pricing(2)

Midstream is a valuable and differentiated element of the RICE storyndash 1 Gatherer in the Dry Gas Core 247000 acres(3) dedicated from 3 of the 5 most active operators in SW Appalachiandash Unique Financial Advantages ~$10B of midstream monetizations and financings to date with ~$13B of estimated remaining drop down inventory and GP Holdings with expected

future value of $10B+ndash High Growth MLP RMP expects 20 distribution growth with current asset base while maintaining 13x-15x coverage in 2016

Firm Transportation (FT) Portfolio is right-sized for Ricersquos production growth and basis outlookndash Right-Sized FT covers gt80 of 2016 production and decreases to ~60 by 2020ndash Right Exposure Expect local basis to improve from $075 in 2016 (30 of production) to $050 in 2020 (~40 of production)

Well Positioned to Navigate Environment

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million2 Strip pricing as of 21916 See Economics slide for more detailed assumptions used to generate single well economics3 Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

21 wwwriceenergycom

Healthy Balance Sheet Protected by Strong Hedge BookSUMMARY

LIQUIDITY

Ample Liquidity $14B of total liquidity YE15(1) consisting of $11bn of EampP liquidity and $300MM of RMH liquidity

Strong Balance Sheet and Financing EampP budget fully funded with cash flow and cash on hand (no dependence on drop-downs or capital markets) and ~30x levered throughout 2016

Attractive Hedge Bookndash 87 hedged in 2016 at wtd avg floor of $326MMBtundash 563 MMBtud hedged in 2017 at wtd avg floor of

$314MMBtu

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$720

$30 $50

$650

$300 $310 $640

$155 $150

$1370

$330 $360

ndash

$200

$400

$600

$800

$1000

$1200

$1400

$1600YE15 Cash amp 2016E CFO

Undrawn Facility

CapEx

Rice EampP RMH RMP

662

563

285

150

$325

$314 $316 $311

$211

$253 $261 $266

ndash

$050

$100

$150

$200

$250

$300

$350

ndash

100

200

300

400

500

600

700

2016 2017 2018 2019

Hedged Volume Avg Wtd Fixed Price HHUB Strip

HEDGE SUMMARY

LEVERAGE

BBtud $MMBtu

20x

ndash

20x 20x

30x

15x

25x 25x

ndash

05x

10x

15x

20x

25x

30x

35x

Rice EampP MidstreamHoldings

RMP Consolidated

2015 Net Debt LQA EBITDA 2016 Net Debt LQA EBITDA

RMH

18x 18x 17x

22 wwwriceenergycom

825 common

equity interest

Strategic Preferred Investment

DE

Rice Olympus

Midstream (OH

Gathering)

100 Series B Preferred Equity

($375MM invested)

75 equity interest

9175 common equity interest

41 LP Interest100 of IDRs

RMP GP(non-economic)

100 Series A Common Equity

EIG Managed Funds

Rice Midstream Holdings LLC

Strike Force Midstream(GPOR JV)

GP Holdings(IDRs and LPs)

Transaction Highlightsndash Attractive cost of capital attributable to RMHrsquos midstream assets and future

GP Valuendash RICE cash flow + preferred proceeds fully fund 2016 EampP budget with no

additional debt incurredndash Highlights significant value of embedded midstreamndash Highlights symbiotic structure of upstream and midstream

Healthy Upstream Healthy Midstream Healthy Upstream

Key Investment Termsndash $375MM preferred equity in RMH and 825 LP interest in GP Holdings

(LPs amp IDRs)ndash 8 preferred distribution 2 yrs of PIKndash Remaining return will come from 825 common equity interest in GP

Holdingsndash Use of proceeds $75MM to repay RMH outstanding borrowings and pay

related transaction fees and $300MM distributed to RICE to fund 2016 EampP budget

ndash Flexibility to execute drop strategy and make distributions to RICE

$375MM equity investment fortifies balance sheet and illuminates significant embedded midstream value

100 equity interest

100 ownership

23 wwwriceenergycom

25

47

77

114

159

23

49

83

124

173

ndash

25

50

75

100

125

150

175

200

$250 $300 $350 $400 $450Marcellus 750 Utica Dry 1000

Attractive Single Well Economics

Net Locations (3) 487 168

HHUB PV-10 Breakeven ($MMBtu) $208 $218

DRY GAS SINGLE WELL ECONOMICS

Rice continues to drive down DampC and operating costs to maximize returns Inventory currently generates ~30 returns at strip(1) HHUB PV10 breakevens of $208-$218 HHUB

__________________________Note See appendix for summary of assumptions used to generate single well IRRs 750rsquo and Utica 1000rsquo economics assume EampP is burdened by 50 of the gathering and compression fee and 50 of water completion fees (RICE owns a 41 LP interest in RMP 100 of Rice Ohio Midstream and 100 of RMP IDRs)1 Strip as of 219162 See slide titled Western Greene County Midstream Update3 Excludes ~47 wet Utica net undeveloped locations and ~105 dry-gas PA Utica net undeveloped locations

Marcellus ChangesEconomicsbull DampCft decreased by 8bull Operating amp FT costs decreased by 25bull EURft increased by 9bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Pro forma for amended gathering

agreement reclassified ~110 net locations to ldquoMarcellusrdquo given change to economics(2)

Dry Gas Utica ChangesEconomicsbull DampCft decreased by 3bull Operating amp FT costs decreased by 25bull EURft decreased by 7bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Avg lateral length increased 1Krsquo and increased

well spacing to 1Krsquo results in fewer locations

Dotted lines represent previously reported economics

NYMEX ($MMBtu)

IRR

24 wwwriceenergycom

Right-Sized Firm Transport PortfolioGrowing Exposure to an Improving Local Basis Market Right-Sized FT covers gt80 of 2016 takeaway volumes FT coverage decreases to ~60 in 2020 Right Exposure 30 of 2016 gas exposed to local markets when differentials are expected to be $075 growing to 40+ in 2020

when differentials are expected to tighten to ~$050 (1)

RICErsquoS RIGHT-SIZED FT PORTFOLIO amp ILLUSTRATIVE TAKEAWAY VOLUME GROWTH

ndash

500

1000

1500

2000

2500

3000

1115 7115 1116 7116 1117 7117 1118 7118 1119 7119 1120 7120 1121

$ MMbtuMdthd

Illustrative Takeaway Volume Range Takeaway Capacity

Base Case Details2015 2016 2017 2018 2019 2020

Exposed to App 25 30 30 15 25 40 M2 Basis ($122) ($075) ($062) ($056) ($055) ($052)

Takeaway volumes = Volumes that fill firm transportation (2)

__________________________1 Illustrative takeaway volumes assume 2016 growth in-line with guidance In 2017+ low and high volume range grow at 7 and 20 respectively Volumes beyond 2016 are for illustrative purposes only and do not constitute guidance2 Takeaway volumes = gross PA and working interest OH volumes

(1)

25 wwwriceenergycom

$380 $340 $285

$200 $285 $275

$250 $115

$80

$225

$545

$830 $740

$640

0100200300400500600700800900

2012 2013 2014 2015 2016E

$MM

PA DampC OH DampC Land

36 37 27

ndash

ndash

7 12 27

10

21

43 49

54

0

10

20

30

40

50

2012 2013 2014 2015 2016E

Wells

PA OH

2016 Guidance

_______________________Note 2014 Pro Forma for ASR transaction1 As of February 24 20162 Does not include wells from the Greene County Acquisition3 Consolidated midstream includes Rice Midstream Holdings and Rice Midstream Partners

47 127

274

552

720

ndash

ndash

0

100

200

300

400

500

600

700

800

2012 2013 2014 2015 2016E

MMcfed

Average Net Daily ProductionNet Wells Turned to Sales(2)

Midstream Capital Expenditures Daily Throughput 2016E Midstream EBITDA

$45 $150 $170 150

$150

$250

155

$45 $50

$300

$420

305

0

100

200

300

400

500

2012 2013 2014 2015 2016E

$MM

RMP Rice Midstream Holdings

61

647 800

247

400

175

401

894

1200

0

150

300

450

600

750

900

1050

1200

2012 2013 2014 2015 2016E

MDthd

RMP Rice Midstream Holdings

$115

$43

0

20

40

60

80

100

120

RMP Rice MidstreamHoldings

$MM

Published Guidance

DampC amp Land Capital Expenditures

2016E EampP GUIDANCE(1)

2016E CONSOLIDATED MIDSTREAM GUIDANCE(1)(3)

26 wwwriceenergycom

Appendix

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
$ in millions except per share data as of 123115 2015 Capital Budget (in millions)
Common Units 42
Subordinated Units 29 Gas Gathering $ 85
Total Units Outstanding (MM) 71 Compression $ 90
Price as of 123115 $1349 Total Expansion Capex $ 175
Market Capitalization $957 Maintenance Capex $ 5
Cash 8 Total Capital Expenditures $ 180
Revolving credit facility 143
Enterprise Value $1108
Guidance
Adjusted EBITDA (in millions) $55 $60
Third Party 20
Leverage Statistics Distributable Cash Flow (in millions) $48 $53
4Q15 Net Debt RR EBITDA 18x Average DCF Coverage Ratio 11x 12x
EBITDA Interest NM Annualized Distribution ($ per unit) $075
Debt to EBITDA Covenant 475x
Liquidity Summary RMP Units Owned
Revolving credit facility $450 of RMP Units - Public 50
Less amount drawn 143 of RMP Units - RICE 50
Availability under RCF $307 of RMP IDRs - RICE 100
Plus cash on hand 8
Liquidity as of 123115 $315
Page 7: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

7 wwwriceenergycom

RICE and RMP Organizational Structure

DE

PA Water

Rice Olympus Midstream

(OH Gathering)

59 LP interest

Rice Midstream Holdings LLC

Public Unitholders

Strike Force Midstream (GPOR JV)

ROFOAssets

OH WaterPA Gathering

$300MM Credit Facility +

$450MM Credit Facility

$750MM Credit Facility

$100MM Accordion Feature

EIG Managed Funds

GP Holdings(IDRs and LP Interest)

825 common

equity interest

100 Series B Preferred Equity

($375MM invested)

75 equity interest

100 Series A Common Equity

41 LP interest 100 of IDRs

RMP GP(non-economic)

100 equity interest100 ownership9175 common

equity interest

8 wwwriceenergycom

RMP High Growth MLP in Prolific Appalachian Basin

__________________________1 As of February 24 20162 As of December 31 2015 The agreement between RICE and RMP covers approximately 93000 gross acres of the RICErsquos acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of December 31 2015 and any future acreage it acquires within these

counties excluding the first 400 MDthd of RICErsquos production from approximately 19000 gross acres subject to a pre-existing third-party dedication Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

RMP OVERVIEW

PA gas gathering system of over 40 MMDthd design capacity

Oversized to accommodate future growth and emerging PA Utica potential

Gathering throughput driven by SW PA technical leaders

~80 of 2016E throughput from RICE operated volumes and ~20 from 3rd parties primarily EQT

2016 GUIDANCE(1)

2016E EBITDA of $110MM -$120MM

2016 capex budget of $150MM

$140MM gathering and compression

$10MM water services

RMP constructing ~15 miles of gathering pipeline in 2016

RMP installing compression for RICE in 1H16 that will start generating revenue mid-2016

GATHERING SYSTEM INFORMATION

Dedicated GrossAcreage(2)

4Q 2015 Throughput

(MDthd)2016E Capex

($MM)(1)

RMP 114000 703 $150

Concentrated Prolific Position to Drive Targeted 20 Distribution Growth

WEST VIRGINIA

OH PA

WV

Greene

Washington

PENNSYLVANIA

Belmont

WEST VIRGINIA

Beaver

Brooke

Legend

RMP Gathering Pipeline to be Constructed

RICE Acreage

RMP Gathering Pipeline

3rd Party Dedicated to RMP

RMP Water PipelineRMP Water Pipeline to be ConstructedRMP Water Interconnects

GPOR Water Dedication

RICE Western Greene Area

OHIO

9 wwwriceenergycom

RMP Gathering and Water System Build-out

PA gathering system oversized to accommodate future growth and emerging PA Utica potential

Mileage 128 miles by YE16

Total Design Capacity over 40 MMDthd

Substantially all of RICErsquos drilling locations within the RMP dedication will be within 2 miles of the completed PA gathering system

112 miles of water pipeline to deliver fresh water to well pads for completions

152 million gallons of water impoundment capacity

SUMMARY

RMPrsquos midstream system has grown significantly since 2013

2013

2014 2015

RMP Gathering Pipeline RMP Gathering Pipeline to be Constructed RMP Water Pipeline RMP Water Pipeline to be Constructed RICE Acreage

2012

3rd Party Dedicated to RMP

2016E

10 wwwriceenergycom

RMP 3rd Party Dedications from Top Operators in the Basin

SYSTEM MAP

RMPrsquos Assets are Well Positioned to Capture 3rd Party Growth

3rd Party Gathering Dedication SummaryPA

Dedicated Acreage 21000

Gatherer RMP

3Q 2015 Throughput (MDthd) 127

Contract Term ~10 years (wtd avg)

Gathering Compression Fee ($Dth)

$043(1) varies

__________________________1 Calculated based on weighted average historic throughput

OVERVIEW

High quality 3rd party operators with active development programs

EQT and GPOR (primary 3rd party customers) are technical leaders with strong balance sheets and attractive firm transportation portfolios and hedges to support development

Pennsylvania

~21000 gross acres dedicated

127 MDthd gathered in 4Q 2015 (18 of RMPrsquos throughput)

Ohio GPOR Water Dedication within 15 mile perimeter

around water distribution system in Ohio

WEST VIRGINIA

OH PA

WV

Greene

Washington

PENNSYLVANIA

Belmont

WEST VIRGINIA

Beaver

Brooke

Legend

RMP Gathering Pipeline to be Constructed

RICE Acreage

RMP Gathering Pipeline

3rd Party Dedicated to RMP

RMP Water PipelineRMP Water Pipeline to be ConstructedRMP Water Interconnects

GPOR Water Dedication

RICE Western Greene Area

OHIO

11 wwwriceenergycom

Industry-Leading Throughput Growth4Q 2015 throughput of ~1027 MDthd through RICE and RMP midstream systems (25 3rd Party)

RMP System 703 MDthd (18 3rd Party) RICE OH System 323 MDthd (40 3rd Party)

0

200000

400000

600000

800000

1000000

1200000

Dthd

RMP - Rice Operated (PA) RMP - 3rd Party (PA) RICE - Rice Operated (OH) RICE - 3rd Party (OH)

Average Throughput (MDthd)

2010 2011 2012 2013 2014 2015

Throughput 4 18 61 176 409 894

YoY Growth 350 238 188 133 119

(1)

__________________________1 PA 3rd party volumes as of April 2014 close of Momentum asset acquisition

RMP AND RICE OH MIDSTREAM HISTORICAL THROUGHPUT

12 wwwriceenergycom

Attractive Drop Down Potential ndash OH Gathering

__________________________1 As of February 24 20162 As of December 31 2015

RMH OVERVIEW

OH gas gathering system of over 20 MMDthd design capacity

Gathering throughput driven by SE OH technical leaders

~65 of 2016E throughput from RICE volumes and ~35 from GPOR(1)

Will access TETCO REX ET Rover and DEO to deliver gas to Gulf Coast and Midwest markets

2016 GUIDANCE(1)

2016E EBITDA of $40MM -$45MM

2016 capex budget of $155MM

Constructing ~30 miles of gathering pipeline in 2016

Premier Midstream Systems in Prolific Dry Gas Utica Core Adds to Inventory of Drop Down Candidates

GATHERING SYSTEM INFORMATION

DedicatedGross

Acreage(2)

4Q 2015 Throughput

(MDthd)

RICE OH Gathering 58000 323

Strike Force JV 75000 -

Total 133000 323

Belmont

Monroe

OHIO

WEST VIRGINIA

OH PA

WV

LegendRICE Ohio Gathering Pipeline RICE Ohio Gathering Pipeline to be Constructed

GPOR Dedicated to RICERICE Acreage Dedicated to 3rd

Party

Strike Force JV AMI

13 wwwriceenergycom

Attractive Drop Down Potential ndash Strike Force JV TRANSACTION OVERVIEW STRATEGIC RATIONALE

RICE and GPOR completed the formation of Utica Shale strategic midstream JV (ldquoStrike Forcerdquo)

Provide gas gathering and compression services to GPORrsquos Eastern Belmont and Monroe acreage in Ohio

Supported by long-term fee-based service agreements with GPOR

Ownership RICE 75 and GPOR 25 with RICE to construct and operate all JV assets

Dry gas gathering system with capacity to gather up to 18 MMDthd

System will consist of ~165 miles of high and low pressure 12rdquo ndash 24rdquo gathering pipelines with multiple interconnections to Rockies Express ET Rover TETCO Dominion East Ohio and other future pipelines

~50000 horsepower of compression for gathering and delivery into various downstream interstate pipelines

GPOR dedicated ~75000 leasehold acres within the Strike Force AMI of ~319000 acres

Constructing Extensive Dry Gas Gathering and Water Systems in One of the Most Prolific Natural Gas Plays

Strike Force strengthens Ricersquos leading midstream position in the core of the Utica Shale

Expands relationship with GPOR across its premier position in the dry gas Utica Shale

Achieves efficiencies of simultaneous development of gathering and compression

Leverages existing footprint to grow 3rd party business and pursue additional 3rd party opportunities within a ~319000-acre AMI

System designed to accommodate future growth

Significantly adds to RICErsquos attractive inventory of drop down candidates

PHASE 1 COMPLETED AHEAD OF SCHEDULE AND FIRST FLOW

COMMENCED ON FEBRUARY 1 2016

14 wwwriceenergycom

__________________________1 Assumes fee of $006 per gallon and operating expense of $0013 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral2 Assumes fee of $007 per gallon and operating expense of $0013 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Acquisition Assets ndash Integrated Water Services BusinessWATER SERVICES BUSINESS OVERVIEW WATER DISTRIBUTION SYSTEM MAP

Delivers fresh water to well pads for completions

Collects recycles or disposes of flowback and produced water for RICE amp 3rd parties

Volumetric fee structure to provide revenue amp cash flow stability

PENNSYLVANIA amp OHIO WATER SYSTEMS

PA trunk line substantially complete in 1Q15 and OH trunk line substantially complete in 3Q15

Trunk lines consist primarily of 24-30rdquo polyethylene pipe amp laterals consist of 18rdquo polyethylene pipe

~90 of 2016E PA volumes expected to come from RICE amp ~75 of 2016E OH volumes expected to come from RICE

PROJECTED FRESH WATER DELIVERY INFRASTRUCTURE

PA OH TOTAL

Water Pipeline (Miles) 64 48 112

Connected Sources (MMGPD) 87 107 194

Cash Operating Margin $517000(1) $963000(2) Water Pipeline Water Pipeline to be ConstructedRICE Acreage

WetzelPA

OH

Greene

Washington

Monroe Marshall

Harrison

Jefferson

Ohio

Brooke

BeaverAlleghenyCarroll

Belmont

Monongahela River

Withdrawal

Ohio RiverWithdrawal

OH PA

WVGPOR Water Dedication

15 wwwriceenergycom

Western Greene County Midstream Update

Development area located in western Greene County PA in the heart of the Marcellus dry gas core and the emerging super-deep dry gas Utica core

RMP will now gather all production above 40 MDthd

ndash Williams will provide Rice with gathering and compression services for the first ~40 MDthd of production from this area

Improvement to Ricersquos single well economicsndash ~45 increase in Marcellus PV10well(1) ~$7MM ~$10MMndash Rice also benefits economically from RMP distribution growth associated

with the organic growth opportunity

Strategically accretive to RMPndash Increases RMPrsquos acreage dedication from Rice Energy by 19000 Marcellus

acres (25 increase ~110 undeveloped net Marcellus wells) and 17000 Utica acres (~40 undeveloped Utica wells)

ndash RMP has acquired the necessary right-of-ways and has submitted permits in order to construct the header system

__________________________1 Increase PV10 due to assumed gathering and compression fee of $030dth and $007dth versus previous historical fees of $045dth and $012dth Actual midstream fees for this area to be determined Assumes $350 HHUB See appendix for single well return assumptions

PAWV

Washington

Greene

Rice Western Greene Area

RMP Proposed Gathering Trunkline

RICE has renegotiated its gathering agreement with Williams allowing RMP to provide gas gathering services for RICE in western Greene County PA

16 wwwriceenergycom

2015 Midstream System Statistics

__________________________1 The agreement between RICE and RMP covers approximately 93000 gross acres of the RICErsquos acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of December 31 2015 and any future acreage it acquires within these counties excluding the first

400 MDthd of RICErsquos production from approximately 19000 gross acres subject to a pre-existing third-party dedication2 Fees will be annually escalated based upon changes in the Consumer Price Index Compression fees are derived on a per stage basis3 Certain of RMPrsquos third-party contracts provided for an increase in the gathering fee RMP will receive upon completion of construction of an 18-mile 30 inch pipeline connecting its gathering system to TETCO which was completed in November 2014 Represents weighted average

based on historical throughput4 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system

based on a 9000rsquo lateral

RMP Assets

Pennsylvania Ohio

Gathering and Compression Statistics Gathering and Compression StatisticsDesign Gathering Capacity (MMDthd) gt 40 Design Gathering Capacity (MMDthd) gt 20

YE15 YE16 YE15 YE16Gas Gathering Pipeline Mileage (miles) 113 128 Gas Gathering Pipeline Mileage (miles) 54 65

Acreage Dedications Acreage DedicationsRICE(1) 93000 RICE 380003rd Party 21000 3rd Party 20000

Total Acreage Dedications 114000 Total Acreage Dedications 58000

Midstream Fees Paid by RICE to RMP ($Dth) (2) Midstream Fees Paid by RICE to RICE OH ($Dth) (2)

Gathering $030 Gathering $030Compression (per stage of compression) $007 Compression (per stage of compression) $007

3rd Party Midstream Fees ($Dth) 3rd Party Midstream Fees ($Dth)Gathering (3) $043 Gathering undisclosedCompression vairies Compression undisclosed

Water Distribution System Statistics Water Distribution System StatisticsYE15 YE15

Connected Water Sources (MMGPD) 87 Connected Water Sources (MMGPD) 107Water Services Fee Paid by RICE ($gallon)(4) $006 Water Services Fee Paid by RICE ($gallon)(4) $007

Strike Force JV

Gathering and Compression StatisticsYE15 YE16

Gas Gathering Pipeline Mileage (miles) 7 29 AMI Acreage 319000GPOR Dedicated Acreage 75000

17 wwwriceenergycom

RICE Overview

18 wwwriceenergycom

Concentrated Core Upstream Assets

__________________________1 Net undeveloped locations as of 123115 See slide entitled ldquoAdditional Disclosuresrdquo on detail regarding RICErsquos methodology for the calculation of locations2 Strip as of 1416

92000

56000

449

175

Net Acres Daily ProductionUtica Core Marcellus Core

197000

Marcellus OH Utica

624 MMcfed

Washington

Greene

Belmont

PA Utica

Deep PA Utica Core

Premier EampP Company in the Lowest Cost Gas Shale Plays

100 of assets located in the cores of the Marcellus and Utica

Valuable production base of 624 MMcfed ($12bn PD + Hedge PV10)(2)

Low breakevens of $215MMBtu across Marcellus and dry-gas OH Utica

Strong hedge and FT portfolio provides protection from downcycles

Inventory (Wells)

10 Year Inventory from Marcellus and OH Utica with

upside from PA Utica

487

215

105 143

Developed

121

18

Producing Wells

143 Wells3 Geneseo1 PA Utica

Stacked Pay on PA Acreage

49000PA Utica

19 wwwriceenergycom

647 800

247

400

175

401

894

1200

2013 2014 2015 2016E

PA OH

$043 $031 $026

$055 $038 $036

$038

$038 $038

$044

$043 $034

$180

$150 $134

2013 2014 2015LOE and Taxes FT Gathering GampA

127 274

552 720

2013 2014 2015 2016E

249 644

1015 350

662

685

599

1306

1700

2013 2014 2015

PD PUD

$2457

$1651 $1450

2014 2015 2016E

$1439 $1237 $1181 $1150

2013 2014 2015 2016E

Track Record of Low-Cost GrowthPER UNIT CASH COSTS ($MCFE) (1)UTICA DampC COSTS ($FT)MARCELLUS DampC COSTS ($FT)

MIDSTREAM THROUGHPUT (MDTHD)NET PRODUCTION (MMCFED)PROVED RESERVES (BCFE)

__________________________1 EampP segment costs RICE gathering agreements in OH and PA began in 2015 Gathering fee per Mcfe applied to 2013 and 2014 to show a comparison on apples to apples basis

20 wwwriceenergycom

2016 budget positions RICE for success in 2016 and beyondndash Focused on balance sheet and EampP returns while creating significant future midstream valuendash 2016 DampC budget maintains clean balance sheet while investing in 2017

Financial Strength ndash Healthy balance sheet ample liquidity and robust hedgesndash Healthy Balance Sheet Expect to exit 2016 at 30x leverage with no dependence on drop downs or capital marketsndash Ample Liquidity $14bn of liquidity(1) $11B EampP and $300MM RMHndash Robust amp Attractive Hedges 87 of 2016 production hedged at $326MMBtu majority of 2017 production hedged at $314MMBtu

Highly concentrated acreage position in the most economic areas of the Marcellus and Utica Shalendash Core Locations 134 net producing wells (624 MMcfed in Q4rsquo15) + 487 net undeveloped Marcellus wells + 215 net undeveloped OH Utica wells + 105 net undeveloped PA Utica

wellsndash Resilient Economics Development and operating cost declines have driven avg breakeven PV-10 to ~$215MMBtu (~15 lower than 2015) ndash Compelling Returns in Challenging Market ~30 Pre-Hedge IRRs at strip pricing(2)

Midstream is a valuable and differentiated element of the RICE storyndash 1 Gatherer in the Dry Gas Core 247000 acres(3) dedicated from 3 of the 5 most active operators in SW Appalachiandash Unique Financial Advantages ~$10B of midstream monetizations and financings to date with ~$13B of estimated remaining drop down inventory and GP Holdings with expected

future value of $10B+ndash High Growth MLP RMP expects 20 distribution growth with current asset base while maintaining 13x-15x coverage in 2016

Firm Transportation (FT) Portfolio is right-sized for Ricersquos production growth and basis outlookndash Right-Sized FT covers gt80 of 2016 production and decreases to ~60 by 2020ndash Right Exposure Expect local basis to improve from $075 in 2016 (30 of production) to $050 in 2020 (~40 of production)

Well Positioned to Navigate Environment

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million2 Strip pricing as of 21916 See Economics slide for more detailed assumptions used to generate single well economics3 Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

21 wwwriceenergycom

Healthy Balance Sheet Protected by Strong Hedge BookSUMMARY

LIQUIDITY

Ample Liquidity $14B of total liquidity YE15(1) consisting of $11bn of EampP liquidity and $300MM of RMH liquidity

Strong Balance Sheet and Financing EampP budget fully funded with cash flow and cash on hand (no dependence on drop-downs or capital markets) and ~30x levered throughout 2016

Attractive Hedge Bookndash 87 hedged in 2016 at wtd avg floor of $326MMBtundash 563 MMBtud hedged in 2017 at wtd avg floor of

$314MMBtu

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$720

$30 $50

$650

$300 $310 $640

$155 $150

$1370

$330 $360

ndash

$200

$400

$600

$800

$1000

$1200

$1400

$1600YE15 Cash amp 2016E CFO

Undrawn Facility

CapEx

Rice EampP RMH RMP

662

563

285

150

$325

$314 $316 $311

$211

$253 $261 $266

ndash

$050

$100

$150

$200

$250

$300

$350

ndash

100

200

300

400

500

600

700

2016 2017 2018 2019

Hedged Volume Avg Wtd Fixed Price HHUB Strip

HEDGE SUMMARY

LEVERAGE

BBtud $MMBtu

20x

ndash

20x 20x

30x

15x

25x 25x

ndash

05x

10x

15x

20x

25x

30x

35x

Rice EampP MidstreamHoldings

RMP Consolidated

2015 Net Debt LQA EBITDA 2016 Net Debt LQA EBITDA

RMH

18x 18x 17x

22 wwwriceenergycom

825 common

equity interest

Strategic Preferred Investment

DE

Rice Olympus

Midstream (OH

Gathering)

100 Series B Preferred Equity

($375MM invested)

75 equity interest

9175 common equity interest

41 LP Interest100 of IDRs

RMP GP(non-economic)

100 Series A Common Equity

EIG Managed Funds

Rice Midstream Holdings LLC

Strike Force Midstream(GPOR JV)

GP Holdings(IDRs and LPs)

Transaction Highlightsndash Attractive cost of capital attributable to RMHrsquos midstream assets and future

GP Valuendash RICE cash flow + preferred proceeds fully fund 2016 EampP budget with no

additional debt incurredndash Highlights significant value of embedded midstreamndash Highlights symbiotic structure of upstream and midstream

Healthy Upstream Healthy Midstream Healthy Upstream

Key Investment Termsndash $375MM preferred equity in RMH and 825 LP interest in GP Holdings

(LPs amp IDRs)ndash 8 preferred distribution 2 yrs of PIKndash Remaining return will come from 825 common equity interest in GP

Holdingsndash Use of proceeds $75MM to repay RMH outstanding borrowings and pay

related transaction fees and $300MM distributed to RICE to fund 2016 EampP budget

ndash Flexibility to execute drop strategy and make distributions to RICE

$375MM equity investment fortifies balance sheet and illuminates significant embedded midstream value

100 equity interest

100 ownership

23 wwwriceenergycom

25

47

77

114

159

23

49

83

124

173

ndash

25

50

75

100

125

150

175

200

$250 $300 $350 $400 $450Marcellus 750 Utica Dry 1000

Attractive Single Well Economics

Net Locations (3) 487 168

HHUB PV-10 Breakeven ($MMBtu) $208 $218

DRY GAS SINGLE WELL ECONOMICS

Rice continues to drive down DampC and operating costs to maximize returns Inventory currently generates ~30 returns at strip(1) HHUB PV10 breakevens of $208-$218 HHUB

__________________________Note See appendix for summary of assumptions used to generate single well IRRs 750rsquo and Utica 1000rsquo economics assume EampP is burdened by 50 of the gathering and compression fee and 50 of water completion fees (RICE owns a 41 LP interest in RMP 100 of Rice Ohio Midstream and 100 of RMP IDRs)1 Strip as of 219162 See slide titled Western Greene County Midstream Update3 Excludes ~47 wet Utica net undeveloped locations and ~105 dry-gas PA Utica net undeveloped locations

Marcellus ChangesEconomicsbull DampCft decreased by 8bull Operating amp FT costs decreased by 25bull EURft increased by 9bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Pro forma for amended gathering

agreement reclassified ~110 net locations to ldquoMarcellusrdquo given change to economics(2)

Dry Gas Utica ChangesEconomicsbull DampCft decreased by 3bull Operating amp FT costs decreased by 25bull EURft decreased by 7bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Avg lateral length increased 1Krsquo and increased

well spacing to 1Krsquo results in fewer locations

Dotted lines represent previously reported economics

NYMEX ($MMBtu)

IRR

24 wwwriceenergycom

Right-Sized Firm Transport PortfolioGrowing Exposure to an Improving Local Basis Market Right-Sized FT covers gt80 of 2016 takeaway volumes FT coverage decreases to ~60 in 2020 Right Exposure 30 of 2016 gas exposed to local markets when differentials are expected to be $075 growing to 40+ in 2020

when differentials are expected to tighten to ~$050 (1)

RICErsquoS RIGHT-SIZED FT PORTFOLIO amp ILLUSTRATIVE TAKEAWAY VOLUME GROWTH

ndash

500

1000

1500

2000

2500

3000

1115 7115 1116 7116 1117 7117 1118 7118 1119 7119 1120 7120 1121

$ MMbtuMdthd

Illustrative Takeaway Volume Range Takeaway Capacity

Base Case Details2015 2016 2017 2018 2019 2020

Exposed to App 25 30 30 15 25 40 M2 Basis ($122) ($075) ($062) ($056) ($055) ($052)

Takeaway volumes = Volumes that fill firm transportation (2)

__________________________1 Illustrative takeaway volumes assume 2016 growth in-line with guidance In 2017+ low and high volume range grow at 7 and 20 respectively Volumes beyond 2016 are for illustrative purposes only and do not constitute guidance2 Takeaway volumes = gross PA and working interest OH volumes

(1)

25 wwwriceenergycom

$380 $340 $285

$200 $285 $275

$250 $115

$80

$225

$545

$830 $740

$640

0100200300400500600700800900

2012 2013 2014 2015 2016E

$MM

PA DampC OH DampC Land

36 37 27

ndash

ndash

7 12 27

10

21

43 49

54

0

10

20

30

40

50

2012 2013 2014 2015 2016E

Wells

PA OH

2016 Guidance

_______________________Note 2014 Pro Forma for ASR transaction1 As of February 24 20162 Does not include wells from the Greene County Acquisition3 Consolidated midstream includes Rice Midstream Holdings and Rice Midstream Partners

47 127

274

552

720

ndash

ndash

0

100

200

300

400

500

600

700

800

2012 2013 2014 2015 2016E

MMcfed

Average Net Daily ProductionNet Wells Turned to Sales(2)

Midstream Capital Expenditures Daily Throughput 2016E Midstream EBITDA

$45 $150 $170 150

$150

$250

155

$45 $50

$300

$420

305

0

100

200

300

400

500

2012 2013 2014 2015 2016E

$MM

RMP Rice Midstream Holdings

61

647 800

247

400

175

401

894

1200

0

150

300

450

600

750

900

1050

1200

2012 2013 2014 2015 2016E

MDthd

RMP Rice Midstream Holdings

$115

$43

0

20

40

60

80

100

120

RMP Rice MidstreamHoldings

$MM

Published Guidance

DampC amp Land Capital Expenditures

2016E EampP GUIDANCE(1)

2016E CONSOLIDATED MIDSTREAM GUIDANCE(1)(3)

26 wwwriceenergycom

Appendix

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
Page 8: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

8 wwwriceenergycom

RMP High Growth MLP in Prolific Appalachian Basin

__________________________1 As of February 24 20162 As of December 31 2015 The agreement between RICE and RMP covers approximately 93000 gross acres of the RICErsquos acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of December 31 2015 and any future acreage it acquires within these

counties excluding the first 400 MDthd of RICErsquos production from approximately 19000 gross acres subject to a pre-existing third-party dedication Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

RMP OVERVIEW

PA gas gathering system of over 40 MMDthd design capacity

Oversized to accommodate future growth and emerging PA Utica potential

Gathering throughput driven by SW PA technical leaders

~80 of 2016E throughput from RICE operated volumes and ~20 from 3rd parties primarily EQT

2016 GUIDANCE(1)

2016E EBITDA of $110MM -$120MM

2016 capex budget of $150MM

$140MM gathering and compression

$10MM water services

RMP constructing ~15 miles of gathering pipeline in 2016

RMP installing compression for RICE in 1H16 that will start generating revenue mid-2016

GATHERING SYSTEM INFORMATION

Dedicated GrossAcreage(2)

4Q 2015 Throughput

(MDthd)2016E Capex

($MM)(1)

RMP 114000 703 $150

Concentrated Prolific Position to Drive Targeted 20 Distribution Growth

WEST VIRGINIA

OH PA

WV

Greene

Washington

PENNSYLVANIA

Belmont

WEST VIRGINIA

Beaver

Brooke

Legend

RMP Gathering Pipeline to be Constructed

RICE Acreage

RMP Gathering Pipeline

3rd Party Dedicated to RMP

RMP Water PipelineRMP Water Pipeline to be ConstructedRMP Water Interconnects

GPOR Water Dedication

RICE Western Greene Area

OHIO

9 wwwriceenergycom

RMP Gathering and Water System Build-out

PA gathering system oversized to accommodate future growth and emerging PA Utica potential

Mileage 128 miles by YE16

Total Design Capacity over 40 MMDthd

Substantially all of RICErsquos drilling locations within the RMP dedication will be within 2 miles of the completed PA gathering system

112 miles of water pipeline to deliver fresh water to well pads for completions

152 million gallons of water impoundment capacity

SUMMARY

RMPrsquos midstream system has grown significantly since 2013

2013

2014 2015

RMP Gathering Pipeline RMP Gathering Pipeline to be Constructed RMP Water Pipeline RMP Water Pipeline to be Constructed RICE Acreage

2012

3rd Party Dedicated to RMP

2016E

10 wwwriceenergycom

RMP 3rd Party Dedications from Top Operators in the Basin

SYSTEM MAP

RMPrsquos Assets are Well Positioned to Capture 3rd Party Growth

3rd Party Gathering Dedication SummaryPA

Dedicated Acreage 21000

Gatherer RMP

3Q 2015 Throughput (MDthd) 127

Contract Term ~10 years (wtd avg)

Gathering Compression Fee ($Dth)

$043(1) varies

__________________________1 Calculated based on weighted average historic throughput

OVERVIEW

High quality 3rd party operators with active development programs

EQT and GPOR (primary 3rd party customers) are technical leaders with strong balance sheets and attractive firm transportation portfolios and hedges to support development

Pennsylvania

~21000 gross acres dedicated

127 MDthd gathered in 4Q 2015 (18 of RMPrsquos throughput)

Ohio GPOR Water Dedication within 15 mile perimeter

around water distribution system in Ohio

WEST VIRGINIA

OH PA

WV

Greene

Washington

PENNSYLVANIA

Belmont

WEST VIRGINIA

Beaver

Brooke

Legend

RMP Gathering Pipeline to be Constructed

RICE Acreage

RMP Gathering Pipeline

3rd Party Dedicated to RMP

RMP Water PipelineRMP Water Pipeline to be ConstructedRMP Water Interconnects

GPOR Water Dedication

RICE Western Greene Area

OHIO

11 wwwriceenergycom

Industry-Leading Throughput Growth4Q 2015 throughput of ~1027 MDthd through RICE and RMP midstream systems (25 3rd Party)

RMP System 703 MDthd (18 3rd Party) RICE OH System 323 MDthd (40 3rd Party)

0

200000

400000

600000

800000

1000000

1200000

Dthd

RMP - Rice Operated (PA) RMP - 3rd Party (PA) RICE - Rice Operated (OH) RICE - 3rd Party (OH)

Average Throughput (MDthd)

2010 2011 2012 2013 2014 2015

Throughput 4 18 61 176 409 894

YoY Growth 350 238 188 133 119

(1)

__________________________1 PA 3rd party volumes as of April 2014 close of Momentum asset acquisition

RMP AND RICE OH MIDSTREAM HISTORICAL THROUGHPUT

12 wwwriceenergycom

Attractive Drop Down Potential ndash OH Gathering

__________________________1 As of February 24 20162 As of December 31 2015

RMH OVERVIEW

OH gas gathering system of over 20 MMDthd design capacity

Gathering throughput driven by SE OH technical leaders

~65 of 2016E throughput from RICE volumes and ~35 from GPOR(1)

Will access TETCO REX ET Rover and DEO to deliver gas to Gulf Coast and Midwest markets

2016 GUIDANCE(1)

2016E EBITDA of $40MM -$45MM

2016 capex budget of $155MM

Constructing ~30 miles of gathering pipeline in 2016

Premier Midstream Systems in Prolific Dry Gas Utica Core Adds to Inventory of Drop Down Candidates

GATHERING SYSTEM INFORMATION

DedicatedGross

Acreage(2)

4Q 2015 Throughput

(MDthd)

RICE OH Gathering 58000 323

Strike Force JV 75000 -

Total 133000 323

Belmont

Monroe

OHIO

WEST VIRGINIA

OH PA

WV

LegendRICE Ohio Gathering Pipeline RICE Ohio Gathering Pipeline to be Constructed

GPOR Dedicated to RICERICE Acreage Dedicated to 3rd

Party

Strike Force JV AMI

13 wwwriceenergycom

Attractive Drop Down Potential ndash Strike Force JV TRANSACTION OVERVIEW STRATEGIC RATIONALE

RICE and GPOR completed the formation of Utica Shale strategic midstream JV (ldquoStrike Forcerdquo)

Provide gas gathering and compression services to GPORrsquos Eastern Belmont and Monroe acreage in Ohio

Supported by long-term fee-based service agreements with GPOR

Ownership RICE 75 and GPOR 25 with RICE to construct and operate all JV assets

Dry gas gathering system with capacity to gather up to 18 MMDthd

System will consist of ~165 miles of high and low pressure 12rdquo ndash 24rdquo gathering pipelines with multiple interconnections to Rockies Express ET Rover TETCO Dominion East Ohio and other future pipelines

~50000 horsepower of compression for gathering and delivery into various downstream interstate pipelines

GPOR dedicated ~75000 leasehold acres within the Strike Force AMI of ~319000 acres

Constructing Extensive Dry Gas Gathering and Water Systems in One of the Most Prolific Natural Gas Plays

Strike Force strengthens Ricersquos leading midstream position in the core of the Utica Shale

Expands relationship with GPOR across its premier position in the dry gas Utica Shale

Achieves efficiencies of simultaneous development of gathering and compression

Leverages existing footprint to grow 3rd party business and pursue additional 3rd party opportunities within a ~319000-acre AMI

System designed to accommodate future growth

Significantly adds to RICErsquos attractive inventory of drop down candidates

PHASE 1 COMPLETED AHEAD OF SCHEDULE AND FIRST FLOW

COMMENCED ON FEBRUARY 1 2016

14 wwwriceenergycom

__________________________1 Assumes fee of $006 per gallon and operating expense of $0013 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral2 Assumes fee of $007 per gallon and operating expense of $0013 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Acquisition Assets ndash Integrated Water Services BusinessWATER SERVICES BUSINESS OVERVIEW WATER DISTRIBUTION SYSTEM MAP

Delivers fresh water to well pads for completions

Collects recycles or disposes of flowback and produced water for RICE amp 3rd parties

Volumetric fee structure to provide revenue amp cash flow stability

PENNSYLVANIA amp OHIO WATER SYSTEMS

PA trunk line substantially complete in 1Q15 and OH trunk line substantially complete in 3Q15

Trunk lines consist primarily of 24-30rdquo polyethylene pipe amp laterals consist of 18rdquo polyethylene pipe

~90 of 2016E PA volumes expected to come from RICE amp ~75 of 2016E OH volumes expected to come from RICE

PROJECTED FRESH WATER DELIVERY INFRASTRUCTURE

PA OH TOTAL

Water Pipeline (Miles) 64 48 112

Connected Sources (MMGPD) 87 107 194

Cash Operating Margin $517000(1) $963000(2) Water Pipeline Water Pipeline to be ConstructedRICE Acreage

WetzelPA

OH

Greene

Washington

Monroe Marshall

Harrison

Jefferson

Ohio

Brooke

BeaverAlleghenyCarroll

Belmont

Monongahela River

Withdrawal

Ohio RiverWithdrawal

OH PA

WVGPOR Water Dedication

15 wwwriceenergycom

Western Greene County Midstream Update

Development area located in western Greene County PA in the heart of the Marcellus dry gas core and the emerging super-deep dry gas Utica core

RMP will now gather all production above 40 MDthd

ndash Williams will provide Rice with gathering and compression services for the first ~40 MDthd of production from this area

Improvement to Ricersquos single well economicsndash ~45 increase in Marcellus PV10well(1) ~$7MM ~$10MMndash Rice also benefits economically from RMP distribution growth associated

with the organic growth opportunity

Strategically accretive to RMPndash Increases RMPrsquos acreage dedication from Rice Energy by 19000 Marcellus

acres (25 increase ~110 undeveloped net Marcellus wells) and 17000 Utica acres (~40 undeveloped Utica wells)

ndash RMP has acquired the necessary right-of-ways and has submitted permits in order to construct the header system

__________________________1 Increase PV10 due to assumed gathering and compression fee of $030dth and $007dth versus previous historical fees of $045dth and $012dth Actual midstream fees for this area to be determined Assumes $350 HHUB See appendix for single well return assumptions

PAWV

Washington

Greene

Rice Western Greene Area

RMP Proposed Gathering Trunkline

RICE has renegotiated its gathering agreement with Williams allowing RMP to provide gas gathering services for RICE in western Greene County PA

16 wwwriceenergycom

2015 Midstream System Statistics

__________________________1 The agreement between RICE and RMP covers approximately 93000 gross acres of the RICErsquos acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of December 31 2015 and any future acreage it acquires within these counties excluding the first

400 MDthd of RICErsquos production from approximately 19000 gross acres subject to a pre-existing third-party dedication2 Fees will be annually escalated based upon changes in the Consumer Price Index Compression fees are derived on a per stage basis3 Certain of RMPrsquos third-party contracts provided for an increase in the gathering fee RMP will receive upon completion of construction of an 18-mile 30 inch pipeline connecting its gathering system to TETCO which was completed in November 2014 Represents weighted average

based on historical throughput4 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system

based on a 9000rsquo lateral

RMP Assets

Pennsylvania Ohio

Gathering and Compression Statistics Gathering and Compression StatisticsDesign Gathering Capacity (MMDthd) gt 40 Design Gathering Capacity (MMDthd) gt 20

YE15 YE16 YE15 YE16Gas Gathering Pipeline Mileage (miles) 113 128 Gas Gathering Pipeline Mileage (miles) 54 65

Acreage Dedications Acreage DedicationsRICE(1) 93000 RICE 380003rd Party 21000 3rd Party 20000

Total Acreage Dedications 114000 Total Acreage Dedications 58000

Midstream Fees Paid by RICE to RMP ($Dth) (2) Midstream Fees Paid by RICE to RICE OH ($Dth) (2)

Gathering $030 Gathering $030Compression (per stage of compression) $007 Compression (per stage of compression) $007

3rd Party Midstream Fees ($Dth) 3rd Party Midstream Fees ($Dth)Gathering (3) $043 Gathering undisclosedCompression vairies Compression undisclosed

Water Distribution System Statistics Water Distribution System StatisticsYE15 YE15

Connected Water Sources (MMGPD) 87 Connected Water Sources (MMGPD) 107Water Services Fee Paid by RICE ($gallon)(4) $006 Water Services Fee Paid by RICE ($gallon)(4) $007

Strike Force JV

Gathering and Compression StatisticsYE15 YE16

Gas Gathering Pipeline Mileage (miles) 7 29 AMI Acreage 319000GPOR Dedicated Acreage 75000

17 wwwriceenergycom

RICE Overview

18 wwwriceenergycom

Concentrated Core Upstream Assets

__________________________1 Net undeveloped locations as of 123115 See slide entitled ldquoAdditional Disclosuresrdquo on detail regarding RICErsquos methodology for the calculation of locations2 Strip as of 1416

92000

56000

449

175

Net Acres Daily ProductionUtica Core Marcellus Core

197000

Marcellus OH Utica

624 MMcfed

Washington

Greene

Belmont

PA Utica

Deep PA Utica Core

Premier EampP Company in the Lowest Cost Gas Shale Plays

100 of assets located in the cores of the Marcellus and Utica

Valuable production base of 624 MMcfed ($12bn PD + Hedge PV10)(2)

Low breakevens of $215MMBtu across Marcellus and dry-gas OH Utica

Strong hedge and FT portfolio provides protection from downcycles

Inventory (Wells)

10 Year Inventory from Marcellus and OH Utica with

upside from PA Utica

487

215

105 143

Developed

121

18

Producing Wells

143 Wells3 Geneseo1 PA Utica

Stacked Pay on PA Acreage

49000PA Utica

19 wwwriceenergycom

647 800

247

400

175

401

894

1200

2013 2014 2015 2016E

PA OH

$043 $031 $026

$055 $038 $036

$038

$038 $038

$044

$043 $034

$180

$150 $134

2013 2014 2015LOE and Taxes FT Gathering GampA

127 274

552 720

2013 2014 2015 2016E

249 644

1015 350

662

685

599

1306

1700

2013 2014 2015

PD PUD

$2457

$1651 $1450

2014 2015 2016E

$1439 $1237 $1181 $1150

2013 2014 2015 2016E

Track Record of Low-Cost GrowthPER UNIT CASH COSTS ($MCFE) (1)UTICA DampC COSTS ($FT)MARCELLUS DampC COSTS ($FT)

MIDSTREAM THROUGHPUT (MDTHD)NET PRODUCTION (MMCFED)PROVED RESERVES (BCFE)

__________________________1 EampP segment costs RICE gathering agreements in OH and PA began in 2015 Gathering fee per Mcfe applied to 2013 and 2014 to show a comparison on apples to apples basis

20 wwwriceenergycom

2016 budget positions RICE for success in 2016 and beyondndash Focused on balance sheet and EampP returns while creating significant future midstream valuendash 2016 DampC budget maintains clean balance sheet while investing in 2017

Financial Strength ndash Healthy balance sheet ample liquidity and robust hedgesndash Healthy Balance Sheet Expect to exit 2016 at 30x leverage with no dependence on drop downs or capital marketsndash Ample Liquidity $14bn of liquidity(1) $11B EampP and $300MM RMHndash Robust amp Attractive Hedges 87 of 2016 production hedged at $326MMBtu majority of 2017 production hedged at $314MMBtu

Highly concentrated acreage position in the most economic areas of the Marcellus and Utica Shalendash Core Locations 134 net producing wells (624 MMcfed in Q4rsquo15) + 487 net undeveloped Marcellus wells + 215 net undeveloped OH Utica wells + 105 net undeveloped PA Utica

wellsndash Resilient Economics Development and operating cost declines have driven avg breakeven PV-10 to ~$215MMBtu (~15 lower than 2015) ndash Compelling Returns in Challenging Market ~30 Pre-Hedge IRRs at strip pricing(2)

Midstream is a valuable and differentiated element of the RICE storyndash 1 Gatherer in the Dry Gas Core 247000 acres(3) dedicated from 3 of the 5 most active operators in SW Appalachiandash Unique Financial Advantages ~$10B of midstream monetizations and financings to date with ~$13B of estimated remaining drop down inventory and GP Holdings with expected

future value of $10B+ndash High Growth MLP RMP expects 20 distribution growth with current asset base while maintaining 13x-15x coverage in 2016

Firm Transportation (FT) Portfolio is right-sized for Ricersquos production growth and basis outlookndash Right-Sized FT covers gt80 of 2016 production and decreases to ~60 by 2020ndash Right Exposure Expect local basis to improve from $075 in 2016 (30 of production) to $050 in 2020 (~40 of production)

Well Positioned to Navigate Environment

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million2 Strip pricing as of 21916 See Economics slide for more detailed assumptions used to generate single well economics3 Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

21 wwwriceenergycom

Healthy Balance Sheet Protected by Strong Hedge BookSUMMARY

LIQUIDITY

Ample Liquidity $14B of total liquidity YE15(1) consisting of $11bn of EampP liquidity and $300MM of RMH liquidity

Strong Balance Sheet and Financing EampP budget fully funded with cash flow and cash on hand (no dependence on drop-downs or capital markets) and ~30x levered throughout 2016

Attractive Hedge Bookndash 87 hedged in 2016 at wtd avg floor of $326MMBtundash 563 MMBtud hedged in 2017 at wtd avg floor of

$314MMBtu

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$720

$30 $50

$650

$300 $310 $640

$155 $150

$1370

$330 $360

ndash

$200

$400

$600

$800

$1000

$1200

$1400

$1600YE15 Cash amp 2016E CFO

Undrawn Facility

CapEx

Rice EampP RMH RMP

662

563

285

150

$325

$314 $316 $311

$211

$253 $261 $266

ndash

$050

$100

$150

$200

$250

$300

$350

ndash

100

200

300

400

500

600

700

2016 2017 2018 2019

Hedged Volume Avg Wtd Fixed Price HHUB Strip

HEDGE SUMMARY

LEVERAGE

BBtud $MMBtu

20x

ndash

20x 20x

30x

15x

25x 25x

ndash

05x

10x

15x

20x

25x

30x

35x

Rice EampP MidstreamHoldings

RMP Consolidated

2015 Net Debt LQA EBITDA 2016 Net Debt LQA EBITDA

RMH

18x 18x 17x

22 wwwriceenergycom

825 common

equity interest

Strategic Preferred Investment

DE

Rice Olympus

Midstream (OH

Gathering)

100 Series B Preferred Equity

($375MM invested)

75 equity interest

9175 common equity interest

41 LP Interest100 of IDRs

RMP GP(non-economic)

100 Series A Common Equity

EIG Managed Funds

Rice Midstream Holdings LLC

Strike Force Midstream(GPOR JV)

GP Holdings(IDRs and LPs)

Transaction Highlightsndash Attractive cost of capital attributable to RMHrsquos midstream assets and future

GP Valuendash RICE cash flow + preferred proceeds fully fund 2016 EampP budget with no

additional debt incurredndash Highlights significant value of embedded midstreamndash Highlights symbiotic structure of upstream and midstream

Healthy Upstream Healthy Midstream Healthy Upstream

Key Investment Termsndash $375MM preferred equity in RMH and 825 LP interest in GP Holdings

(LPs amp IDRs)ndash 8 preferred distribution 2 yrs of PIKndash Remaining return will come from 825 common equity interest in GP

Holdingsndash Use of proceeds $75MM to repay RMH outstanding borrowings and pay

related transaction fees and $300MM distributed to RICE to fund 2016 EampP budget

ndash Flexibility to execute drop strategy and make distributions to RICE

$375MM equity investment fortifies balance sheet and illuminates significant embedded midstream value

100 equity interest

100 ownership

23 wwwriceenergycom

25

47

77

114

159

23

49

83

124

173

ndash

25

50

75

100

125

150

175

200

$250 $300 $350 $400 $450Marcellus 750 Utica Dry 1000

Attractive Single Well Economics

Net Locations (3) 487 168

HHUB PV-10 Breakeven ($MMBtu) $208 $218

DRY GAS SINGLE WELL ECONOMICS

Rice continues to drive down DampC and operating costs to maximize returns Inventory currently generates ~30 returns at strip(1) HHUB PV10 breakevens of $208-$218 HHUB

__________________________Note See appendix for summary of assumptions used to generate single well IRRs 750rsquo and Utica 1000rsquo economics assume EampP is burdened by 50 of the gathering and compression fee and 50 of water completion fees (RICE owns a 41 LP interest in RMP 100 of Rice Ohio Midstream and 100 of RMP IDRs)1 Strip as of 219162 See slide titled Western Greene County Midstream Update3 Excludes ~47 wet Utica net undeveloped locations and ~105 dry-gas PA Utica net undeveloped locations

Marcellus ChangesEconomicsbull DampCft decreased by 8bull Operating amp FT costs decreased by 25bull EURft increased by 9bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Pro forma for amended gathering

agreement reclassified ~110 net locations to ldquoMarcellusrdquo given change to economics(2)

Dry Gas Utica ChangesEconomicsbull DampCft decreased by 3bull Operating amp FT costs decreased by 25bull EURft decreased by 7bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Avg lateral length increased 1Krsquo and increased

well spacing to 1Krsquo results in fewer locations

Dotted lines represent previously reported economics

NYMEX ($MMBtu)

IRR

24 wwwriceenergycom

Right-Sized Firm Transport PortfolioGrowing Exposure to an Improving Local Basis Market Right-Sized FT covers gt80 of 2016 takeaway volumes FT coverage decreases to ~60 in 2020 Right Exposure 30 of 2016 gas exposed to local markets when differentials are expected to be $075 growing to 40+ in 2020

when differentials are expected to tighten to ~$050 (1)

RICErsquoS RIGHT-SIZED FT PORTFOLIO amp ILLUSTRATIVE TAKEAWAY VOLUME GROWTH

ndash

500

1000

1500

2000

2500

3000

1115 7115 1116 7116 1117 7117 1118 7118 1119 7119 1120 7120 1121

$ MMbtuMdthd

Illustrative Takeaway Volume Range Takeaway Capacity

Base Case Details2015 2016 2017 2018 2019 2020

Exposed to App 25 30 30 15 25 40 M2 Basis ($122) ($075) ($062) ($056) ($055) ($052)

Takeaway volumes = Volumes that fill firm transportation (2)

__________________________1 Illustrative takeaway volumes assume 2016 growth in-line with guidance In 2017+ low and high volume range grow at 7 and 20 respectively Volumes beyond 2016 are for illustrative purposes only and do not constitute guidance2 Takeaway volumes = gross PA and working interest OH volumes

(1)

25 wwwriceenergycom

$380 $340 $285

$200 $285 $275

$250 $115

$80

$225

$545

$830 $740

$640

0100200300400500600700800900

2012 2013 2014 2015 2016E

$MM

PA DampC OH DampC Land

36 37 27

ndash

ndash

7 12 27

10

21

43 49

54

0

10

20

30

40

50

2012 2013 2014 2015 2016E

Wells

PA OH

2016 Guidance

_______________________Note 2014 Pro Forma for ASR transaction1 As of February 24 20162 Does not include wells from the Greene County Acquisition3 Consolidated midstream includes Rice Midstream Holdings and Rice Midstream Partners

47 127

274

552

720

ndash

ndash

0

100

200

300

400

500

600

700

800

2012 2013 2014 2015 2016E

MMcfed

Average Net Daily ProductionNet Wells Turned to Sales(2)

Midstream Capital Expenditures Daily Throughput 2016E Midstream EBITDA

$45 $150 $170 150

$150

$250

155

$45 $50

$300

$420

305

0

100

200

300

400

500

2012 2013 2014 2015 2016E

$MM

RMP Rice Midstream Holdings

61

647 800

247

400

175

401

894

1200

0

150

300

450

600

750

900

1050

1200

2012 2013 2014 2015 2016E

MDthd

RMP Rice Midstream Holdings

$115

$43

0

20

40

60

80

100

120

RMP Rice MidstreamHoldings

$MM

Published Guidance

DampC amp Land Capital Expenditures

2016E EampP GUIDANCE(1)

2016E CONSOLIDATED MIDSTREAM GUIDANCE(1)(3)

26 wwwriceenergycom

Appendix

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
Page 9: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

9 wwwriceenergycom

RMP Gathering and Water System Build-out

PA gathering system oversized to accommodate future growth and emerging PA Utica potential

Mileage 128 miles by YE16

Total Design Capacity over 40 MMDthd

Substantially all of RICErsquos drilling locations within the RMP dedication will be within 2 miles of the completed PA gathering system

112 miles of water pipeline to deliver fresh water to well pads for completions

152 million gallons of water impoundment capacity

SUMMARY

RMPrsquos midstream system has grown significantly since 2013

2013

2014 2015

RMP Gathering Pipeline RMP Gathering Pipeline to be Constructed RMP Water Pipeline RMP Water Pipeline to be Constructed RICE Acreage

2012

3rd Party Dedicated to RMP

2016E

10 wwwriceenergycom

RMP 3rd Party Dedications from Top Operators in the Basin

SYSTEM MAP

RMPrsquos Assets are Well Positioned to Capture 3rd Party Growth

3rd Party Gathering Dedication SummaryPA

Dedicated Acreage 21000

Gatherer RMP

3Q 2015 Throughput (MDthd) 127

Contract Term ~10 years (wtd avg)

Gathering Compression Fee ($Dth)

$043(1) varies

__________________________1 Calculated based on weighted average historic throughput

OVERVIEW

High quality 3rd party operators with active development programs

EQT and GPOR (primary 3rd party customers) are technical leaders with strong balance sheets and attractive firm transportation portfolios and hedges to support development

Pennsylvania

~21000 gross acres dedicated

127 MDthd gathered in 4Q 2015 (18 of RMPrsquos throughput)

Ohio GPOR Water Dedication within 15 mile perimeter

around water distribution system in Ohio

WEST VIRGINIA

OH PA

WV

Greene

Washington

PENNSYLVANIA

Belmont

WEST VIRGINIA

Beaver

Brooke

Legend

RMP Gathering Pipeline to be Constructed

RICE Acreage

RMP Gathering Pipeline

3rd Party Dedicated to RMP

RMP Water PipelineRMP Water Pipeline to be ConstructedRMP Water Interconnects

GPOR Water Dedication

RICE Western Greene Area

OHIO

11 wwwriceenergycom

Industry-Leading Throughput Growth4Q 2015 throughput of ~1027 MDthd through RICE and RMP midstream systems (25 3rd Party)

RMP System 703 MDthd (18 3rd Party) RICE OH System 323 MDthd (40 3rd Party)

0

200000

400000

600000

800000

1000000

1200000

Dthd

RMP - Rice Operated (PA) RMP - 3rd Party (PA) RICE - Rice Operated (OH) RICE - 3rd Party (OH)

Average Throughput (MDthd)

2010 2011 2012 2013 2014 2015

Throughput 4 18 61 176 409 894

YoY Growth 350 238 188 133 119

(1)

__________________________1 PA 3rd party volumes as of April 2014 close of Momentum asset acquisition

RMP AND RICE OH MIDSTREAM HISTORICAL THROUGHPUT

12 wwwriceenergycom

Attractive Drop Down Potential ndash OH Gathering

__________________________1 As of February 24 20162 As of December 31 2015

RMH OVERVIEW

OH gas gathering system of over 20 MMDthd design capacity

Gathering throughput driven by SE OH technical leaders

~65 of 2016E throughput from RICE volumes and ~35 from GPOR(1)

Will access TETCO REX ET Rover and DEO to deliver gas to Gulf Coast and Midwest markets

2016 GUIDANCE(1)

2016E EBITDA of $40MM -$45MM

2016 capex budget of $155MM

Constructing ~30 miles of gathering pipeline in 2016

Premier Midstream Systems in Prolific Dry Gas Utica Core Adds to Inventory of Drop Down Candidates

GATHERING SYSTEM INFORMATION

DedicatedGross

Acreage(2)

4Q 2015 Throughput

(MDthd)

RICE OH Gathering 58000 323

Strike Force JV 75000 -

Total 133000 323

Belmont

Monroe

OHIO

WEST VIRGINIA

OH PA

WV

LegendRICE Ohio Gathering Pipeline RICE Ohio Gathering Pipeline to be Constructed

GPOR Dedicated to RICERICE Acreage Dedicated to 3rd

Party

Strike Force JV AMI

13 wwwriceenergycom

Attractive Drop Down Potential ndash Strike Force JV TRANSACTION OVERVIEW STRATEGIC RATIONALE

RICE and GPOR completed the formation of Utica Shale strategic midstream JV (ldquoStrike Forcerdquo)

Provide gas gathering and compression services to GPORrsquos Eastern Belmont and Monroe acreage in Ohio

Supported by long-term fee-based service agreements with GPOR

Ownership RICE 75 and GPOR 25 with RICE to construct and operate all JV assets

Dry gas gathering system with capacity to gather up to 18 MMDthd

System will consist of ~165 miles of high and low pressure 12rdquo ndash 24rdquo gathering pipelines with multiple interconnections to Rockies Express ET Rover TETCO Dominion East Ohio and other future pipelines

~50000 horsepower of compression for gathering and delivery into various downstream interstate pipelines

GPOR dedicated ~75000 leasehold acres within the Strike Force AMI of ~319000 acres

Constructing Extensive Dry Gas Gathering and Water Systems in One of the Most Prolific Natural Gas Plays

Strike Force strengthens Ricersquos leading midstream position in the core of the Utica Shale

Expands relationship with GPOR across its premier position in the dry gas Utica Shale

Achieves efficiencies of simultaneous development of gathering and compression

Leverages existing footprint to grow 3rd party business and pursue additional 3rd party opportunities within a ~319000-acre AMI

System designed to accommodate future growth

Significantly adds to RICErsquos attractive inventory of drop down candidates

PHASE 1 COMPLETED AHEAD OF SCHEDULE AND FIRST FLOW

COMMENCED ON FEBRUARY 1 2016

14 wwwriceenergycom

__________________________1 Assumes fee of $006 per gallon and operating expense of $0013 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral2 Assumes fee of $007 per gallon and operating expense of $0013 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Acquisition Assets ndash Integrated Water Services BusinessWATER SERVICES BUSINESS OVERVIEW WATER DISTRIBUTION SYSTEM MAP

Delivers fresh water to well pads for completions

Collects recycles or disposes of flowback and produced water for RICE amp 3rd parties

Volumetric fee structure to provide revenue amp cash flow stability

PENNSYLVANIA amp OHIO WATER SYSTEMS

PA trunk line substantially complete in 1Q15 and OH trunk line substantially complete in 3Q15

Trunk lines consist primarily of 24-30rdquo polyethylene pipe amp laterals consist of 18rdquo polyethylene pipe

~90 of 2016E PA volumes expected to come from RICE amp ~75 of 2016E OH volumes expected to come from RICE

PROJECTED FRESH WATER DELIVERY INFRASTRUCTURE

PA OH TOTAL

Water Pipeline (Miles) 64 48 112

Connected Sources (MMGPD) 87 107 194

Cash Operating Margin $517000(1) $963000(2) Water Pipeline Water Pipeline to be ConstructedRICE Acreage

WetzelPA

OH

Greene

Washington

Monroe Marshall

Harrison

Jefferson

Ohio

Brooke

BeaverAlleghenyCarroll

Belmont

Monongahela River

Withdrawal

Ohio RiverWithdrawal

OH PA

WVGPOR Water Dedication

15 wwwriceenergycom

Western Greene County Midstream Update

Development area located in western Greene County PA in the heart of the Marcellus dry gas core and the emerging super-deep dry gas Utica core

RMP will now gather all production above 40 MDthd

ndash Williams will provide Rice with gathering and compression services for the first ~40 MDthd of production from this area

Improvement to Ricersquos single well economicsndash ~45 increase in Marcellus PV10well(1) ~$7MM ~$10MMndash Rice also benefits economically from RMP distribution growth associated

with the organic growth opportunity

Strategically accretive to RMPndash Increases RMPrsquos acreage dedication from Rice Energy by 19000 Marcellus

acres (25 increase ~110 undeveloped net Marcellus wells) and 17000 Utica acres (~40 undeveloped Utica wells)

ndash RMP has acquired the necessary right-of-ways and has submitted permits in order to construct the header system

__________________________1 Increase PV10 due to assumed gathering and compression fee of $030dth and $007dth versus previous historical fees of $045dth and $012dth Actual midstream fees for this area to be determined Assumes $350 HHUB See appendix for single well return assumptions

PAWV

Washington

Greene

Rice Western Greene Area

RMP Proposed Gathering Trunkline

RICE has renegotiated its gathering agreement with Williams allowing RMP to provide gas gathering services for RICE in western Greene County PA

16 wwwriceenergycom

2015 Midstream System Statistics

__________________________1 The agreement between RICE and RMP covers approximately 93000 gross acres of the RICErsquos acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of December 31 2015 and any future acreage it acquires within these counties excluding the first

400 MDthd of RICErsquos production from approximately 19000 gross acres subject to a pre-existing third-party dedication2 Fees will be annually escalated based upon changes in the Consumer Price Index Compression fees are derived on a per stage basis3 Certain of RMPrsquos third-party contracts provided for an increase in the gathering fee RMP will receive upon completion of construction of an 18-mile 30 inch pipeline connecting its gathering system to TETCO which was completed in November 2014 Represents weighted average

based on historical throughput4 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system

based on a 9000rsquo lateral

RMP Assets

Pennsylvania Ohio

Gathering and Compression Statistics Gathering and Compression StatisticsDesign Gathering Capacity (MMDthd) gt 40 Design Gathering Capacity (MMDthd) gt 20

YE15 YE16 YE15 YE16Gas Gathering Pipeline Mileage (miles) 113 128 Gas Gathering Pipeline Mileage (miles) 54 65

Acreage Dedications Acreage DedicationsRICE(1) 93000 RICE 380003rd Party 21000 3rd Party 20000

Total Acreage Dedications 114000 Total Acreage Dedications 58000

Midstream Fees Paid by RICE to RMP ($Dth) (2) Midstream Fees Paid by RICE to RICE OH ($Dth) (2)

Gathering $030 Gathering $030Compression (per stage of compression) $007 Compression (per stage of compression) $007

3rd Party Midstream Fees ($Dth) 3rd Party Midstream Fees ($Dth)Gathering (3) $043 Gathering undisclosedCompression vairies Compression undisclosed

Water Distribution System Statistics Water Distribution System StatisticsYE15 YE15

Connected Water Sources (MMGPD) 87 Connected Water Sources (MMGPD) 107Water Services Fee Paid by RICE ($gallon)(4) $006 Water Services Fee Paid by RICE ($gallon)(4) $007

Strike Force JV

Gathering and Compression StatisticsYE15 YE16

Gas Gathering Pipeline Mileage (miles) 7 29 AMI Acreage 319000GPOR Dedicated Acreage 75000

17 wwwriceenergycom

RICE Overview

18 wwwriceenergycom

Concentrated Core Upstream Assets

__________________________1 Net undeveloped locations as of 123115 See slide entitled ldquoAdditional Disclosuresrdquo on detail regarding RICErsquos methodology for the calculation of locations2 Strip as of 1416

92000

56000

449

175

Net Acres Daily ProductionUtica Core Marcellus Core

197000

Marcellus OH Utica

624 MMcfed

Washington

Greene

Belmont

PA Utica

Deep PA Utica Core

Premier EampP Company in the Lowest Cost Gas Shale Plays

100 of assets located in the cores of the Marcellus and Utica

Valuable production base of 624 MMcfed ($12bn PD + Hedge PV10)(2)

Low breakevens of $215MMBtu across Marcellus and dry-gas OH Utica

Strong hedge and FT portfolio provides protection from downcycles

Inventory (Wells)

10 Year Inventory from Marcellus and OH Utica with

upside from PA Utica

487

215

105 143

Developed

121

18

Producing Wells

143 Wells3 Geneseo1 PA Utica

Stacked Pay on PA Acreage

49000PA Utica

19 wwwriceenergycom

647 800

247

400

175

401

894

1200

2013 2014 2015 2016E

PA OH

$043 $031 $026

$055 $038 $036

$038

$038 $038

$044

$043 $034

$180

$150 $134

2013 2014 2015LOE and Taxes FT Gathering GampA

127 274

552 720

2013 2014 2015 2016E

249 644

1015 350

662

685

599

1306

1700

2013 2014 2015

PD PUD

$2457

$1651 $1450

2014 2015 2016E

$1439 $1237 $1181 $1150

2013 2014 2015 2016E

Track Record of Low-Cost GrowthPER UNIT CASH COSTS ($MCFE) (1)UTICA DampC COSTS ($FT)MARCELLUS DampC COSTS ($FT)

MIDSTREAM THROUGHPUT (MDTHD)NET PRODUCTION (MMCFED)PROVED RESERVES (BCFE)

__________________________1 EampP segment costs RICE gathering agreements in OH and PA began in 2015 Gathering fee per Mcfe applied to 2013 and 2014 to show a comparison on apples to apples basis

20 wwwriceenergycom

2016 budget positions RICE for success in 2016 and beyondndash Focused on balance sheet and EampP returns while creating significant future midstream valuendash 2016 DampC budget maintains clean balance sheet while investing in 2017

Financial Strength ndash Healthy balance sheet ample liquidity and robust hedgesndash Healthy Balance Sheet Expect to exit 2016 at 30x leverage with no dependence on drop downs or capital marketsndash Ample Liquidity $14bn of liquidity(1) $11B EampP and $300MM RMHndash Robust amp Attractive Hedges 87 of 2016 production hedged at $326MMBtu majority of 2017 production hedged at $314MMBtu

Highly concentrated acreage position in the most economic areas of the Marcellus and Utica Shalendash Core Locations 134 net producing wells (624 MMcfed in Q4rsquo15) + 487 net undeveloped Marcellus wells + 215 net undeveloped OH Utica wells + 105 net undeveloped PA Utica

wellsndash Resilient Economics Development and operating cost declines have driven avg breakeven PV-10 to ~$215MMBtu (~15 lower than 2015) ndash Compelling Returns in Challenging Market ~30 Pre-Hedge IRRs at strip pricing(2)

Midstream is a valuable and differentiated element of the RICE storyndash 1 Gatherer in the Dry Gas Core 247000 acres(3) dedicated from 3 of the 5 most active operators in SW Appalachiandash Unique Financial Advantages ~$10B of midstream monetizations and financings to date with ~$13B of estimated remaining drop down inventory and GP Holdings with expected

future value of $10B+ndash High Growth MLP RMP expects 20 distribution growth with current asset base while maintaining 13x-15x coverage in 2016

Firm Transportation (FT) Portfolio is right-sized for Ricersquos production growth and basis outlookndash Right-Sized FT covers gt80 of 2016 production and decreases to ~60 by 2020ndash Right Exposure Expect local basis to improve from $075 in 2016 (30 of production) to $050 in 2020 (~40 of production)

Well Positioned to Navigate Environment

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million2 Strip pricing as of 21916 See Economics slide for more detailed assumptions used to generate single well economics3 Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

21 wwwriceenergycom

Healthy Balance Sheet Protected by Strong Hedge BookSUMMARY

LIQUIDITY

Ample Liquidity $14B of total liquidity YE15(1) consisting of $11bn of EampP liquidity and $300MM of RMH liquidity

Strong Balance Sheet and Financing EampP budget fully funded with cash flow and cash on hand (no dependence on drop-downs or capital markets) and ~30x levered throughout 2016

Attractive Hedge Bookndash 87 hedged in 2016 at wtd avg floor of $326MMBtundash 563 MMBtud hedged in 2017 at wtd avg floor of

$314MMBtu

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$720

$30 $50

$650

$300 $310 $640

$155 $150

$1370

$330 $360

ndash

$200

$400

$600

$800

$1000

$1200

$1400

$1600YE15 Cash amp 2016E CFO

Undrawn Facility

CapEx

Rice EampP RMH RMP

662

563

285

150

$325

$314 $316 $311

$211

$253 $261 $266

ndash

$050

$100

$150

$200

$250

$300

$350

ndash

100

200

300

400

500

600

700

2016 2017 2018 2019

Hedged Volume Avg Wtd Fixed Price HHUB Strip

HEDGE SUMMARY

LEVERAGE

BBtud $MMBtu

20x

ndash

20x 20x

30x

15x

25x 25x

ndash

05x

10x

15x

20x

25x

30x

35x

Rice EampP MidstreamHoldings

RMP Consolidated

2015 Net Debt LQA EBITDA 2016 Net Debt LQA EBITDA

RMH

18x 18x 17x

22 wwwriceenergycom

825 common

equity interest

Strategic Preferred Investment

DE

Rice Olympus

Midstream (OH

Gathering)

100 Series B Preferred Equity

($375MM invested)

75 equity interest

9175 common equity interest

41 LP Interest100 of IDRs

RMP GP(non-economic)

100 Series A Common Equity

EIG Managed Funds

Rice Midstream Holdings LLC

Strike Force Midstream(GPOR JV)

GP Holdings(IDRs and LPs)

Transaction Highlightsndash Attractive cost of capital attributable to RMHrsquos midstream assets and future

GP Valuendash RICE cash flow + preferred proceeds fully fund 2016 EampP budget with no

additional debt incurredndash Highlights significant value of embedded midstreamndash Highlights symbiotic structure of upstream and midstream

Healthy Upstream Healthy Midstream Healthy Upstream

Key Investment Termsndash $375MM preferred equity in RMH and 825 LP interest in GP Holdings

(LPs amp IDRs)ndash 8 preferred distribution 2 yrs of PIKndash Remaining return will come from 825 common equity interest in GP

Holdingsndash Use of proceeds $75MM to repay RMH outstanding borrowings and pay

related transaction fees and $300MM distributed to RICE to fund 2016 EampP budget

ndash Flexibility to execute drop strategy and make distributions to RICE

$375MM equity investment fortifies balance sheet and illuminates significant embedded midstream value

100 equity interest

100 ownership

23 wwwriceenergycom

25

47

77

114

159

23

49

83

124

173

ndash

25

50

75

100

125

150

175

200

$250 $300 $350 $400 $450Marcellus 750 Utica Dry 1000

Attractive Single Well Economics

Net Locations (3) 487 168

HHUB PV-10 Breakeven ($MMBtu) $208 $218

DRY GAS SINGLE WELL ECONOMICS

Rice continues to drive down DampC and operating costs to maximize returns Inventory currently generates ~30 returns at strip(1) HHUB PV10 breakevens of $208-$218 HHUB

__________________________Note See appendix for summary of assumptions used to generate single well IRRs 750rsquo and Utica 1000rsquo economics assume EampP is burdened by 50 of the gathering and compression fee and 50 of water completion fees (RICE owns a 41 LP interest in RMP 100 of Rice Ohio Midstream and 100 of RMP IDRs)1 Strip as of 219162 See slide titled Western Greene County Midstream Update3 Excludes ~47 wet Utica net undeveloped locations and ~105 dry-gas PA Utica net undeveloped locations

Marcellus ChangesEconomicsbull DampCft decreased by 8bull Operating amp FT costs decreased by 25bull EURft increased by 9bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Pro forma for amended gathering

agreement reclassified ~110 net locations to ldquoMarcellusrdquo given change to economics(2)

Dry Gas Utica ChangesEconomicsbull DampCft decreased by 3bull Operating amp FT costs decreased by 25bull EURft decreased by 7bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Avg lateral length increased 1Krsquo and increased

well spacing to 1Krsquo results in fewer locations

Dotted lines represent previously reported economics

NYMEX ($MMBtu)

IRR

24 wwwriceenergycom

Right-Sized Firm Transport PortfolioGrowing Exposure to an Improving Local Basis Market Right-Sized FT covers gt80 of 2016 takeaway volumes FT coverage decreases to ~60 in 2020 Right Exposure 30 of 2016 gas exposed to local markets when differentials are expected to be $075 growing to 40+ in 2020

when differentials are expected to tighten to ~$050 (1)

RICErsquoS RIGHT-SIZED FT PORTFOLIO amp ILLUSTRATIVE TAKEAWAY VOLUME GROWTH

ndash

500

1000

1500

2000

2500

3000

1115 7115 1116 7116 1117 7117 1118 7118 1119 7119 1120 7120 1121

$ MMbtuMdthd

Illustrative Takeaway Volume Range Takeaway Capacity

Base Case Details2015 2016 2017 2018 2019 2020

Exposed to App 25 30 30 15 25 40 M2 Basis ($122) ($075) ($062) ($056) ($055) ($052)

Takeaway volumes = Volumes that fill firm transportation (2)

__________________________1 Illustrative takeaway volumes assume 2016 growth in-line with guidance In 2017+ low and high volume range grow at 7 and 20 respectively Volumes beyond 2016 are for illustrative purposes only and do not constitute guidance2 Takeaway volumes = gross PA and working interest OH volumes

(1)

25 wwwriceenergycom

$380 $340 $285

$200 $285 $275

$250 $115

$80

$225

$545

$830 $740

$640

0100200300400500600700800900

2012 2013 2014 2015 2016E

$MM

PA DampC OH DampC Land

36 37 27

ndash

ndash

7 12 27

10

21

43 49

54

0

10

20

30

40

50

2012 2013 2014 2015 2016E

Wells

PA OH

2016 Guidance

_______________________Note 2014 Pro Forma for ASR transaction1 As of February 24 20162 Does not include wells from the Greene County Acquisition3 Consolidated midstream includes Rice Midstream Holdings and Rice Midstream Partners

47 127

274

552

720

ndash

ndash

0

100

200

300

400

500

600

700

800

2012 2013 2014 2015 2016E

MMcfed

Average Net Daily ProductionNet Wells Turned to Sales(2)

Midstream Capital Expenditures Daily Throughput 2016E Midstream EBITDA

$45 $150 $170 150

$150

$250

155

$45 $50

$300

$420

305

0

100

200

300

400

500

2012 2013 2014 2015 2016E

$MM

RMP Rice Midstream Holdings

61

647 800

247

400

175

401

894

1200

0

150

300

450

600

750

900

1050

1200

2012 2013 2014 2015 2016E

MDthd

RMP Rice Midstream Holdings

$115

$43

0

20

40

60

80

100

120

RMP Rice MidstreamHoldings

$MM

Published Guidance

DampC amp Land Capital Expenditures

2016E EampP GUIDANCE(1)

2016E CONSOLIDATED MIDSTREAM GUIDANCE(1)(3)

26 wwwriceenergycom

Appendix

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
Page 10: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

10 wwwriceenergycom

RMP 3rd Party Dedications from Top Operators in the Basin

SYSTEM MAP

RMPrsquos Assets are Well Positioned to Capture 3rd Party Growth

3rd Party Gathering Dedication SummaryPA

Dedicated Acreage 21000

Gatherer RMP

3Q 2015 Throughput (MDthd) 127

Contract Term ~10 years (wtd avg)

Gathering Compression Fee ($Dth)

$043(1) varies

__________________________1 Calculated based on weighted average historic throughput

OVERVIEW

High quality 3rd party operators with active development programs

EQT and GPOR (primary 3rd party customers) are technical leaders with strong balance sheets and attractive firm transportation portfolios and hedges to support development

Pennsylvania

~21000 gross acres dedicated

127 MDthd gathered in 4Q 2015 (18 of RMPrsquos throughput)

Ohio GPOR Water Dedication within 15 mile perimeter

around water distribution system in Ohio

WEST VIRGINIA

OH PA

WV

Greene

Washington

PENNSYLVANIA

Belmont

WEST VIRGINIA

Beaver

Brooke

Legend

RMP Gathering Pipeline to be Constructed

RICE Acreage

RMP Gathering Pipeline

3rd Party Dedicated to RMP

RMP Water PipelineRMP Water Pipeline to be ConstructedRMP Water Interconnects

GPOR Water Dedication

RICE Western Greene Area

OHIO

11 wwwriceenergycom

Industry-Leading Throughput Growth4Q 2015 throughput of ~1027 MDthd through RICE and RMP midstream systems (25 3rd Party)

RMP System 703 MDthd (18 3rd Party) RICE OH System 323 MDthd (40 3rd Party)

0

200000

400000

600000

800000

1000000

1200000

Dthd

RMP - Rice Operated (PA) RMP - 3rd Party (PA) RICE - Rice Operated (OH) RICE - 3rd Party (OH)

Average Throughput (MDthd)

2010 2011 2012 2013 2014 2015

Throughput 4 18 61 176 409 894

YoY Growth 350 238 188 133 119

(1)

__________________________1 PA 3rd party volumes as of April 2014 close of Momentum asset acquisition

RMP AND RICE OH MIDSTREAM HISTORICAL THROUGHPUT

12 wwwriceenergycom

Attractive Drop Down Potential ndash OH Gathering

__________________________1 As of February 24 20162 As of December 31 2015

RMH OVERVIEW

OH gas gathering system of over 20 MMDthd design capacity

Gathering throughput driven by SE OH technical leaders

~65 of 2016E throughput from RICE volumes and ~35 from GPOR(1)

Will access TETCO REX ET Rover and DEO to deliver gas to Gulf Coast and Midwest markets

2016 GUIDANCE(1)

2016E EBITDA of $40MM -$45MM

2016 capex budget of $155MM

Constructing ~30 miles of gathering pipeline in 2016

Premier Midstream Systems in Prolific Dry Gas Utica Core Adds to Inventory of Drop Down Candidates

GATHERING SYSTEM INFORMATION

DedicatedGross

Acreage(2)

4Q 2015 Throughput

(MDthd)

RICE OH Gathering 58000 323

Strike Force JV 75000 -

Total 133000 323

Belmont

Monroe

OHIO

WEST VIRGINIA

OH PA

WV

LegendRICE Ohio Gathering Pipeline RICE Ohio Gathering Pipeline to be Constructed

GPOR Dedicated to RICERICE Acreage Dedicated to 3rd

Party

Strike Force JV AMI

13 wwwriceenergycom

Attractive Drop Down Potential ndash Strike Force JV TRANSACTION OVERVIEW STRATEGIC RATIONALE

RICE and GPOR completed the formation of Utica Shale strategic midstream JV (ldquoStrike Forcerdquo)

Provide gas gathering and compression services to GPORrsquos Eastern Belmont and Monroe acreage in Ohio

Supported by long-term fee-based service agreements with GPOR

Ownership RICE 75 and GPOR 25 with RICE to construct and operate all JV assets

Dry gas gathering system with capacity to gather up to 18 MMDthd

System will consist of ~165 miles of high and low pressure 12rdquo ndash 24rdquo gathering pipelines with multiple interconnections to Rockies Express ET Rover TETCO Dominion East Ohio and other future pipelines

~50000 horsepower of compression for gathering and delivery into various downstream interstate pipelines

GPOR dedicated ~75000 leasehold acres within the Strike Force AMI of ~319000 acres

Constructing Extensive Dry Gas Gathering and Water Systems in One of the Most Prolific Natural Gas Plays

Strike Force strengthens Ricersquos leading midstream position in the core of the Utica Shale

Expands relationship with GPOR across its premier position in the dry gas Utica Shale

Achieves efficiencies of simultaneous development of gathering and compression

Leverages existing footprint to grow 3rd party business and pursue additional 3rd party opportunities within a ~319000-acre AMI

System designed to accommodate future growth

Significantly adds to RICErsquos attractive inventory of drop down candidates

PHASE 1 COMPLETED AHEAD OF SCHEDULE AND FIRST FLOW

COMMENCED ON FEBRUARY 1 2016

14 wwwriceenergycom

__________________________1 Assumes fee of $006 per gallon and operating expense of $0013 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral2 Assumes fee of $007 per gallon and operating expense of $0013 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Acquisition Assets ndash Integrated Water Services BusinessWATER SERVICES BUSINESS OVERVIEW WATER DISTRIBUTION SYSTEM MAP

Delivers fresh water to well pads for completions

Collects recycles or disposes of flowback and produced water for RICE amp 3rd parties

Volumetric fee structure to provide revenue amp cash flow stability

PENNSYLVANIA amp OHIO WATER SYSTEMS

PA trunk line substantially complete in 1Q15 and OH trunk line substantially complete in 3Q15

Trunk lines consist primarily of 24-30rdquo polyethylene pipe amp laterals consist of 18rdquo polyethylene pipe

~90 of 2016E PA volumes expected to come from RICE amp ~75 of 2016E OH volumes expected to come from RICE

PROJECTED FRESH WATER DELIVERY INFRASTRUCTURE

PA OH TOTAL

Water Pipeline (Miles) 64 48 112

Connected Sources (MMGPD) 87 107 194

Cash Operating Margin $517000(1) $963000(2) Water Pipeline Water Pipeline to be ConstructedRICE Acreage

WetzelPA

OH

Greene

Washington

Monroe Marshall

Harrison

Jefferson

Ohio

Brooke

BeaverAlleghenyCarroll

Belmont

Monongahela River

Withdrawal

Ohio RiverWithdrawal

OH PA

WVGPOR Water Dedication

15 wwwriceenergycom

Western Greene County Midstream Update

Development area located in western Greene County PA in the heart of the Marcellus dry gas core and the emerging super-deep dry gas Utica core

RMP will now gather all production above 40 MDthd

ndash Williams will provide Rice with gathering and compression services for the first ~40 MDthd of production from this area

Improvement to Ricersquos single well economicsndash ~45 increase in Marcellus PV10well(1) ~$7MM ~$10MMndash Rice also benefits economically from RMP distribution growth associated

with the organic growth opportunity

Strategically accretive to RMPndash Increases RMPrsquos acreage dedication from Rice Energy by 19000 Marcellus

acres (25 increase ~110 undeveloped net Marcellus wells) and 17000 Utica acres (~40 undeveloped Utica wells)

ndash RMP has acquired the necessary right-of-ways and has submitted permits in order to construct the header system

__________________________1 Increase PV10 due to assumed gathering and compression fee of $030dth and $007dth versus previous historical fees of $045dth and $012dth Actual midstream fees for this area to be determined Assumes $350 HHUB See appendix for single well return assumptions

PAWV

Washington

Greene

Rice Western Greene Area

RMP Proposed Gathering Trunkline

RICE has renegotiated its gathering agreement with Williams allowing RMP to provide gas gathering services for RICE in western Greene County PA

16 wwwriceenergycom

2015 Midstream System Statistics

__________________________1 The agreement between RICE and RMP covers approximately 93000 gross acres of the RICErsquos acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of December 31 2015 and any future acreage it acquires within these counties excluding the first

400 MDthd of RICErsquos production from approximately 19000 gross acres subject to a pre-existing third-party dedication2 Fees will be annually escalated based upon changes in the Consumer Price Index Compression fees are derived on a per stage basis3 Certain of RMPrsquos third-party contracts provided for an increase in the gathering fee RMP will receive upon completion of construction of an 18-mile 30 inch pipeline connecting its gathering system to TETCO which was completed in November 2014 Represents weighted average

based on historical throughput4 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system

based on a 9000rsquo lateral

RMP Assets

Pennsylvania Ohio

Gathering and Compression Statistics Gathering and Compression StatisticsDesign Gathering Capacity (MMDthd) gt 40 Design Gathering Capacity (MMDthd) gt 20

YE15 YE16 YE15 YE16Gas Gathering Pipeline Mileage (miles) 113 128 Gas Gathering Pipeline Mileage (miles) 54 65

Acreage Dedications Acreage DedicationsRICE(1) 93000 RICE 380003rd Party 21000 3rd Party 20000

Total Acreage Dedications 114000 Total Acreage Dedications 58000

Midstream Fees Paid by RICE to RMP ($Dth) (2) Midstream Fees Paid by RICE to RICE OH ($Dth) (2)

Gathering $030 Gathering $030Compression (per stage of compression) $007 Compression (per stage of compression) $007

3rd Party Midstream Fees ($Dth) 3rd Party Midstream Fees ($Dth)Gathering (3) $043 Gathering undisclosedCompression vairies Compression undisclosed

Water Distribution System Statistics Water Distribution System StatisticsYE15 YE15

Connected Water Sources (MMGPD) 87 Connected Water Sources (MMGPD) 107Water Services Fee Paid by RICE ($gallon)(4) $006 Water Services Fee Paid by RICE ($gallon)(4) $007

Strike Force JV

Gathering and Compression StatisticsYE15 YE16

Gas Gathering Pipeline Mileage (miles) 7 29 AMI Acreage 319000GPOR Dedicated Acreage 75000

17 wwwriceenergycom

RICE Overview

18 wwwriceenergycom

Concentrated Core Upstream Assets

__________________________1 Net undeveloped locations as of 123115 See slide entitled ldquoAdditional Disclosuresrdquo on detail regarding RICErsquos methodology for the calculation of locations2 Strip as of 1416

92000

56000

449

175

Net Acres Daily ProductionUtica Core Marcellus Core

197000

Marcellus OH Utica

624 MMcfed

Washington

Greene

Belmont

PA Utica

Deep PA Utica Core

Premier EampP Company in the Lowest Cost Gas Shale Plays

100 of assets located in the cores of the Marcellus and Utica

Valuable production base of 624 MMcfed ($12bn PD + Hedge PV10)(2)

Low breakevens of $215MMBtu across Marcellus and dry-gas OH Utica

Strong hedge and FT portfolio provides protection from downcycles

Inventory (Wells)

10 Year Inventory from Marcellus and OH Utica with

upside from PA Utica

487

215

105 143

Developed

121

18

Producing Wells

143 Wells3 Geneseo1 PA Utica

Stacked Pay on PA Acreage

49000PA Utica

19 wwwriceenergycom

647 800

247

400

175

401

894

1200

2013 2014 2015 2016E

PA OH

$043 $031 $026

$055 $038 $036

$038

$038 $038

$044

$043 $034

$180

$150 $134

2013 2014 2015LOE and Taxes FT Gathering GampA

127 274

552 720

2013 2014 2015 2016E

249 644

1015 350

662

685

599

1306

1700

2013 2014 2015

PD PUD

$2457

$1651 $1450

2014 2015 2016E

$1439 $1237 $1181 $1150

2013 2014 2015 2016E

Track Record of Low-Cost GrowthPER UNIT CASH COSTS ($MCFE) (1)UTICA DampC COSTS ($FT)MARCELLUS DampC COSTS ($FT)

MIDSTREAM THROUGHPUT (MDTHD)NET PRODUCTION (MMCFED)PROVED RESERVES (BCFE)

__________________________1 EampP segment costs RICE gathering agreements in OH and PA began in 2015 Gathering fee per Mcfe applied to 2013 and 2014 to show a comparison on apples to apples basis

20 wwwriceenergycom

2016 budget positions RICE for success in 2016 and beyondndash Focused on balance sheet and EampP returns while creating significant future midstream valuendash 2016 DampC budget maintains clean balance sheet while investing in 2017

Financial Strength ndash Healthy balance sheet ample liquidity and robust hedgesndash Healthy Balance Sheet Expect to exit 2016 at 30x leverage with no dependence on drop downs or capital marketsndash Ample Liquidity $14bn of liquidity(1) $11B EampP and $300MM RMHndash Robust amp Attractive Hedges 87 of 2016 production hedged at $326MMBtu majority of 2017 production hedged at $314MMBtu

Highly concentrated acreage position in the most economic areas of the Marcellus and Utica Shalendash Core Locations 134 net producing wells (624 MMcfed in Q4rsquo15) + 487 net undeveloped Marcellus wells + 215 net undeveloped OH Utica wells + 105 net undeveloped PA Utica

wellsndash Resilient Economics Development and operating cost declines have driven avg breakeven PV-10 to ~$215MMBtu (~15 lower than 2015) ndash Compelling Returns in Challenging Market ~30 Pre-Hedge IRRs at strip pricing(2)

Midstream is a valuable and differentiated element of the RICE storyndash 1 Gatherer in the Dry Gas Core 247000 acres(3) dedicated from 3 of the 5 most active operators in SW Appalachiandash Unique Financial Advantages ~$10B of midstream monetizations and financings to date with ~$13B of estimated remaining drop down inventory and GP Holdings with expected

future value of $10B+ndash High Growth MLP RMP expects 20 distribution growth with current asset base while maintaining 13x-15x coverage in 2016

Firm Transportation (FT) Portfolio is right-sized for Ricersquos production growth and basis outlookndash Right-Sized FT covers gt80 of 2016 production and decreases to ~60 by 2020ndash Right Exposure Expect local basis to improve from $075 in 2016 (30 of production) to $050 in 2020 (~40 of production)

Well Positioned to Navigate Environment

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million2 Strip pricing as of 21916 See Economics slide for more detailed assumptions used to generate single well economics3 Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

21 wwwriceenergycom

Healthy Balance Sheet Protected by Strong Hedge BookSUMMARY

LIQUIDITY

Ample Liquidity $14B of total liquidity YE15(1) consisting of $11bn of EampP liquidity and $300MM of RMH liquidity

Strong Balance Sheet and Financing EampP budget fully funded with cash flow and cash on hand (no dependence on drop-downs or capital markets) and ~30x levered throughout 2016

Attractive Hedge Bookndash 87 hedged in 2016 at wtd avg floor of $326MMBtundash 563 MMBtud hedged in 2017 at wtd avg floor of

$314MMBtu

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$720

$30 $50

$650

$300 $310 $640

$155 $150

$1370

$330 $360

ndash

$200

$400

$600

$800

$1000

$1200

$1400

$1600YE15 Cash amp 2016E CFO

Undrawn Facility

CapEx

Rice EampP RMH RMP

662

563

285

150

$325

$314 $316 $311

$211

$253 $261 $266

ndash

$050

$100

$150

$200

$250

$300

$350

ndash

100

200

300

400

500

600

700

2016 2017 2018 2019

Hedged Volume Avg Wtd Fixed Price HHUB Strip

HEDGE SUMMARY

LEVERAGE

BBtud $MMBtu

20x

ndash

20x 20x

30x

15x

25x 25x

ndash

05x

10x

15x

20x

25x

30x

35x

Rice EampP MidstreamHoldings

RMP Consolidated

2015 Net Debt LQA EBITDA 2016 Net Debt LQA EBITDA

RMH

18x 18x 17x

22 wwwriceenergycom

825 common

equity interest

Strategic Preferred Investment

DE

Rice Olympus

Midstream (OH

Gathering)

100 Series B Preferred Equity

($375MM invested)

75 equity interest

9175 common equity interest

41 LP Interest100 of IDRs

RMP GP(non-economic)

100 Series A Common Equity

EIG Managed Funds

Rice Midstream Holdings LLC

Strike Force Midstream(GPOR JV)

GP Holdings(IDRs and LPs)

Transaction Highlightsndash Attractive cost of capital attributable to RMHrsquos midstream assets and future

GP Valuendash RICE cash flow + preferred proceeds fully fund 2016 EampP budget with no

additional debt incurredndash Highlights significant value of embedded midstreamndash Highlights symbiotic structure of upstream and midstream

Healthy Upstream Healthy Midstream Healthy Upstream

Key Investment Termsndash $375MM preferred equity in RMH and 825 LP interest in GP Holdings

(LPs amp IDRs)ndash 8 preferred distribution 2 yrs of PIKndash Remaining return will come from 825 common equity interest in GP

Holdingsndash Use of proceeds $75MM to repay RMH outstanding borrowings and pay

related transaction fees and $300MM distributed to RICE to fund 2016 EampP budget

ndash Flexibility to execute drop strategy and make distributions to RICE

$375MM equity investment fortifies balance sheet and illuminates significant embedded midstream value

100 equity interest

100 ownership

23 wwwriceenergycom

25

47

77

114

159

23

49

83

124

173

ndash

25

50

75

100

125

150

175

200

$250 $300 $350 $400 $450Marcellus 750 Utica Dry 1000

Attractive Single Well Economics

Net Locations (3) 487 168

HHUB PV-10 Breakeven ($MMBtu) $208 $218

DRY GAS SINGLE WELL ECONOMICS

Rice continues to drive down DampC and operating costs to maximize returns Inventory currently generates ~30 returns at strip(1) HHUB PV10 breakevens of $208-$218 HHUB

__________________________Note See appendix for summary of assumptions used to generate single well IRRs 750rsquo and Utica 1000rsquo economics assume EampP is burdened by 50 of the gathering and compression fee and 50 of water completion fees (RICE owns a 41 LP interest in RMP 100 of Rice Ohio Midstream and 100 of RMP IDRs)1 Strip as of 219162 See slide titled Western Greene County Midstream Update3 Excludes ~47 wet Utica net undeveloped locations and ~105 dry-gas PA Utica net undeveloped locations

Marcellus ChangesEconomicsbull DampCft decreased by 8bull Operating amp FT costs decreased by 25bull EURft increased by 9bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Pro forma for amended gathering

agreement reclassified ~110 net locations to ldquoMarcellusrdquo given change to economics(2)

Dry Gas Utica ChangesEconomicsbull DampCft decreased by 3bull Operating amp FT costs decreased by 25bull EURft decreased by 7bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Avg lateral length increased 1Krsquo and increased

well spacing to 1Krsquo results in fewer locations

Dotted lines represent previously reported economics

NYMEX ($MMBtu)

IRR

24 wwwriceenergycom

Right-Sized Firm Transport PortfolioGrowing Exposure to an Improving Local Basis Market Right-Sized FT covers gt80 of 2016 takeaway volumes FT coverage decreases to ~60 in 2020 Right Exposure 30 of 2016 gas exposed to local markets when differentials are expected to be $075 growing to 40+ in 2020

when differentials are expected to tighten to ~$050 (1)

RICErsquoS RIGHT-SIZED FT PORTFOLIO amp ILLUSTRATIVE TAKEAWAY VOLUME GROWTH

ndash

500

1000

1500

2000

2500

3000

1115 7115 1116 7116 1117 7117 1118 7118 1119 7119 1120 7120 1121

$ MMbtuMdthd

Illustrative Takeaway Volume Range Takeaway Capacity

Base Case Details2015 2016 2017 2018 2019 2020

Exposed to App 25 30 30 15 25 40 M2 Basis ($122) ($075) ($062) ($056) ($055) ($052)

Takeaway volumes = Volumes that fill firm transportation (2)

__________________________1 Illustrative takeaway volumes assume 2016 growth in-line with guidance In 2017+ low and high volume range grow at 7 and 20 respectively Volumes beyond 2016 are for illustrative purposes only and do not constitute guidance2 Takeaway volumes = gross PA and working interest OH volumes

(1)

25 wwwriceenergycom

$380 $340 $285

$200 $285 $275

$250 $115

$80

$225

$545

$830 $740

$640

0100200300400500600700800900

2012 2013 2014 2015 2016E

$MM

PA DampC OH DampC Land

36 37 27

ndash

ndash

7 12 27

10

21

43 49

54

0

10

20

30

40

50

2012 2013 2014 2015 2016E

Wells

PA OH

2016 Guidance

_______________________Note 2014 Pro Forma for ASR transaction1 As of February 24 20162 Does not include wells from the Greene County Acquisition3 Consolidated midstream includes Rice Midstream Holdings and Rice Midstream Partners

47 127

274

552

720

ndash

ndash

0

100

200

300

400

500

600

700

800

2012 2013 2014 2015 2016E

MMcfed

Average Net Daily ProductionNet Wells Turned to Sales(2)

Midstream Capital Expenditures Daily Throughput 2016E Midstream EBITDA

$45 $150 $170 150

$150

$250

155

$45 $50

$300

$420

305

0

100

200

300

400

500

2012 2013 2014 2015 2016E

$MM

RMP Rice Midstream Holdings

61

647 800

247

400

175

401

894

1200

0

150

300

450

600

750

900

1050

1200

2012 2013 2014 2015 2016E

MDthd

RMP Rice Midstream Holdings

$115

$43

0

20

40

60

80

100

120

RMP Rice MidstreamHoldings

$MM

Published Guidance

DampC amp Land Capital Expenditures

2016E EampP GUIDANCE(1)

2016E CONSOLIDATED MIDSTREAM GUIDANCE(1)(3)

26 wwwriceenergycom

Appendix

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
Page 11: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

11 wwwriceenergycom

Industry-Leading Throughput Growth4Q 2015 throughput of ~1027 MDthd through RICE and RMP midstream systems (25 3rd Party)

RMP System 703 MDthd (18 3rd Party) RICE OH System 323 MDthd (40 3rd Party)

0

200000

400000

600000

800000

1000000

1200000

Dthd

RMP - Rice Operated (PA) RMP - 3rd Party (PA) RICE - Rice Operated (OH) RICE - 3rd Party (OH)

Average Throughput (MDthd)

2010 2011 2012 2013 2014 2015

Throughput 4 18 61 176 409 894

YoY Growth 350 238 188 133 119

(1)

__________________________1 PA 3rd party volumes as of April 2014 close of Momentum asset acquisition

RMP AND RICE OH MIDSTREAM HISTORICAL THROUGHPUT

12 wwwriceenergycom

Attractive Drop Down Potential ndash OH Gathering

__________________________1 As of February 24 20162 As of December 31 2015

RMH OVERVIEW

OH gas gathering system of over 20 MMDthd design capacity

Gathering throughput driven by SE OH technical leaders

~65 of 2016E throughput from RICE volumes and ~35 from GPOR(1)

Will access TETCO REX ET Rover and DEO to deliver gas to Gulf Coast and Midwest markets

2016 GUIDANCE(1)

2016E EBITDA of $40MM -$45MM

2016 capex budget of $155MM

Constructing ~30 miles of gathering pipeline in 2016

Premier Midstream Systems in Prolific Dry Gas Utica Core Adds to Inventory of Drop Down Candidates

GATHERING SYSTEM INFORMATION

DedicatedGross

Acreage(2)

4Q 2015 Throughput

(MDthd)

RICE OH Gathering 58000 323

Strike Force JV 75000 -

Total 133000 323

Belmont

Monroe

OHIO

WEST VIRGINIA

OH PA

WV

LegendRICE Ohio Gathering Pipeline RICE Ohio Gathering Pipeline to be Constructed

GPOR Dedicated to RICERICE Acreage Dedicated to 3rd

Party

Strike Force JV AMI

13 wwwriceenergycom

Attractive Drop Down Potential ndash Strike Force JV TRANSACTION OVERVIEW STRATEGIC RATIONALE

RICE and GPOR completed the formation of Utica Shale strategic midstream JV (ldquoStrike Forcerdquo)

Provide gas gathering and compression services to GPORrsquos Eastern Belmont and Monroe acreage in Ohio

Supported by long-term fee-based service agreements with GPOR

Ownership RICE 75 and GPOR 25 with RICE to construct and operate all JV assets

Dry gas gathering system with capacity to gather up to 18 MMDthd

System will consist of ~165 miles of high and low pressure 12rdquo ndash 24rdquo gathering pipelines with multiple interconnections to Rockies Express ET Rover TETCO Dominion East Ohio and other future pipelines

~50000 horsepower of compression for gathering and delivery into various downstream interstate pipelines

GPOR dedicated ~75000 leasehold acres within the Strike Force AMI of ~319000 acres

Constructing Extensive Dry Gas Gathering and Water Systems in One of the Most Prolific Natural Gas Plays

Strike Force strengthens Ricersquos leading midstream position in the core of the Utica Shale

Expands relationship with GPOR across its premier position in the dry gas Utica Shale

Achieves efficiencies of simultaneous development of gathering and compression

Leverages existing footprint to grow 3rd party business and pursue additional 3rd party opportunities within a ~319000-acre AMI

System designed to accommodate future growth

Significantly adds to RICErsquos attractive inventory of drop down candidates

PHASE 1 COMPLETED AHEAD OF SCHEDULE AND FIRST FLOW

COMMENCED ON FEBRUARY 1 2016

14 wwwriceenergycom

__________________________1 Assumes fee of $006 per gallon and operating expense of $0013 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral2 Assumes fee of $007 per gallon and operating expense of $0013 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Acquisition Assets ndash Integrated Water Services BusinessWATER SERVICES BUSINESS OVERVIEW WATER DISTRIBUTION SYSTEM MAP

Delivers fresh water to well pads for completions

Collects recycles or disposes of flowback and produced water for RICE amp 3rd parties

Volumetric fee structure to provide revenue amp cash flow stability

PENNSYLVANIA amp OHIO WATER SYSTEMS

PA trunk line substantially complete in 1Q15 and OH trunk line substantially complete in 3Q15

Trunk lines consist primarily of 24-30rdquo polyethylene pipe amp laterals consist of 18rdquo polyethylene pipe

~90 of 2016E PA volumes expected to come from RICE amp ~75 of 2016E OH volumes expected to come from RICE

PROJECTED FRESH WATER DELIVERY INFRASTRUCTURE

PA OH TOTAL

Water Pipeline (Miles) 64 48 112

Connected Sources (MMGPD) 87 107 194

Cash Operating Margin $517000(1) $963000(2) Water Pipeline Water Pipeline to be ConstructedRICE Acreage

WetzelPA

OH

Greene

Washington

Monroe Marshall

Harrison

Jefferson

Ohio

Brooke

BeaverAlleghenyCarroll

Belmont

Monongahela River

Withdrawal

Ohio RiverWithdrawal

OH PA

WVGPOR Water Dedication

15 wwwriceenergycom

Western Greene County Midstream Update

Development area located in western Greene County PA in the heart of the Marcellus dry gas core and the emerging super-deep dry gas Utica core

RMP will now gather all production above 40 MDthd

ndash Williams will provide Rice with gathering and compression services for the first ~40 MDthd of production from this area

Improvement to Ricersquos single well economicsndash ~45 increase in Marcellus PV10well(1) ~$7MM ~$10MMndash Rice also benefits economically from RMP distribution growth associated

with the organic growth opportunity

Strategically accretive to RMPndash Increases RMPrsquos acreage dedication from Rice Energy by 19000 Marcellus

acres (25 increase ~110 undeveloped net Marcellus wells) and 17000 Utica acres (~40 undeveloped Utica wells)

ndash RMP has acquired the necessary right-of-ways and has submitted permits in order to construct the header system

__________________________1 Increase PV10 due to assumed gathering and compression fee of $030dth and $007dth versus previous historical fees of $045dth and $012dth Actual midstream fees for this area to be determined Assumes $350 HHUB See appendix for single well return assumptions

PAWV

Washington

Greene

Rice Western Greene Area

RMP Proposed Gathering Trunkline

RICE has renegotiated its gathering agreement with Williams allowing RMP to provide gas gathering services for RICE in western Greene County PA

16 wwwriceenergycom

2015 Midstream System Statistics

__________________________1 The agreement between RICE and RMP covers approximately 93000 gross acres of the RICErsquos acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of December 31 2015 and any future acreage it acquires within these counties excluding the first

400 MDthd of RICErsquos production from approximately 19000 gross acres subject to a pre-existing third-party dedication2 Fees will be annually escalated based upon changes in the Consumer Price Index Compression fees are derived on a per stage basis3 Certain of RMPrsquos third-party contracts provided for an increase in the gathering fee RMP will receive upon completion of construction of an 18-mile 30 inch pipeline connecting its gathering system to TETCO which was completed in November 2014 Represents weighted average

based on historical throughput4 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system

based on a 9000rsquo lateral

RMP Assets

Pennsylvania Ohio

Gathering and Compression Statistics Gathering and Compression StatisticsDesign Gathering Capacity (MMDthd) gt 40 Design Gathering Capacity (MMDthd) gt 20

YE15 YE16 YE15 YE16Gas Gathering Pipeline Mileage (miles) 113 128 Gas Gathering Pipeline Mileage (miles) 54 65

Acreage Dedications Acreage DedicationsRICE(1) 93000 RICE 380003rd Party 21000 3rd Party 20000

Total Acreage Dedications 114000 Total Acreage Dedications 58000

Midstream Fees Paid by RICE to RMP ($Dth) (2) Midstream Fees Paid by RICE to RICE OH ($Dth) (2)

Gathering $030 Gathering $030Compression (per stage of compression) $007 Compression (per stage of compression) $007

3rd Party Midstream Fees ($Dth) 3rd Party Midstream Fees ($Dth)Gathering (3) $043 Gathering undisclosedCompression vairies Compression undisclosed

Water Distribution System Statistics Water Distribution System StatisticsYE15 YE15

Connected Water Sources (MMGPD) 87 Connected Water Sources (MMGPD) 107Water Services Fee Paid by RICE ($gallon)(4) $006 Water Services Fee Paid by RICE ($gallon)(4) $007

Strike Force JV

Gathering and Compression StatisticsYE15 YE16

Gas Gathering Pipeline Mileage (miles) 7 29 AMI Acreage 319000GPOR Dedicated Acreage 75000

17 wwwriceenergycom

RICE Overview

18 wwwriceenergycom

Concentrated Core Upstream Assets

__________________________1 Net undeveloped locations as of 123115 See slide entitled ldquoAdditional Disclosuresrdquo on detail regarding RICErsquos methodology for the calculation of locations2 Strip as of 1416

92000

56000

449

175

Net Acres Daily ProductionUtica Core Marcellus Core

197000

Marcellus OH Utica

624 MMcfed

Washington

Greene

Belmont

PA Utica

Deep PA Utica Core

Premier EampP Company in the Lowest Cost Gas Shale Plays

100 of assets located in the cores of the Marcellus and Utica

Valuable production base of 624 MMcfed ($12bn PD + Hedge PV10)(2)

Low breakevens of $215MMBtu across Marcellus and dry-gas OH Utica

Strong hedge and FT portfolio provides protection from downcycles

Inventory (Wells)

10 Year Inventory from Marcellus and OH Utica with

upside from PA Utica

487

215

105 143

Developed

121

18

Producing Wells

143 Wells3 Geneseo1 PA Utica

Stacked Pay on PA Acreage

49000PA Utica

19 wwwriceenergycom

647 800

247

400

175

401

894

1200

2013 2014 2015 2016E

PA OH

$043 $031 $026

$055 $038 $036

$038

$038 $038

$044

$043 $034

$180

$150 $134

2013 2014 2015LOE and Taxes FT Gathering GampA

127 274

552 720

2013 2014 2015 2016E

249 644

1015 350

662

685

599

1306

1700

2013 2014 2015

PD PUD

$2457

$1651 $1450

2014 2015 2016E

$1439 $1237 $1181 $1150

2013 2014 2015 2016E

Track Record of Low-Cost GrowthPER UNIT CASH COSTS ($MCFE) (1)UTICA DampC COSTS ($FT)MARCELLUS DampC COSTS ($FT)

MIDSTREAM THROUGHPUT (MDTHD)NET PRODUCTION (MMCFED)PROVED RESERVES (BCFE)

__________________________1 EampP segment costs RICE gathering agreements in OH and PA began in 2015 Gathering fee per Mcfe applied to 2013 and 2014 to show a comparison on apples to apples basis

20 wwwriceenergycom

2016 budget positions RICE for success in 2016 and beyondndash Focused on balance sheet and EampP returns while creating significant future midstream valuendash 2016 DampC budget maintains clean balance sheet while investing in 2017

Financial Strength ndash Healthy balance sheet ample liquidity and robust hedgesndash Healthy Balance Sheet Expect to exit 2016 at 30x leverage with no dependence on drop downs or capital marketsndash Ample Liquidity $14bn of liquidity(1) $11B EampP and $300MM RMHndash Robust amp Attractive Hedges 87 of 2016 production hedged at $326MMBtu majority of 2017 production hedged at $314MMBtu

Highly concentrated acreage position in the most economic areas of the Marcellus and Utica Shalendash Core Locations 134 net producing wells (624 MMcfed in Q4rsquo15) + 487 net undeveloped Marcellus wells + 215 net undeveloped OH Utica wells + 105 net undeveloped PA Utica

wellsndash Resilient Economics Development and operating cost declines have driven avg breakeven PV-10 to ~$215MMBtu (~15 lower than 2015) ndash Compelling Returns in Challenging Market ~30 Pre-Hedge IRRs at strip pricing(2)

Midstream is a valuable and differentiated element of the RICE storyndash 1 Gatherer in the Dry Gas Core 247000 acres(3) dedicated from 3 of the 5 most active operators in SW Appalachiandash Unique Financial Advantages ~$10B of midstream monetizations and financings to date with ~$13B of estimated remaining drop down inventory and GP Holdings with expected

future value of $10B+ndash High Growth MLP RMP expects 20 distribution growth with current asset base while maintaining 13x-15x coverage in 2016

Firm Transportation (FT) Portfolio is right-sized for Ricersquos production growth and basis outlookndash Right-Sized FT covers gt80 of 2016 production and decreases to ~60 by 2020ndash Right Exposure Expect local basis to improve from $075 in 2016 (30 of production) to $050 in 2020 (~40 of production)

Well Positioned to Navigate Environment

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million2 Strip pricing as of 21916 See Economics slide for more detailed assumptions used to generate single well economics3 Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

21 wwwriceenergycom

Healthy Balance Sheet Protected by Strong Hedge BookSUMMARY

LIQUIDITY

Ample Liquidity $14B of total liquidity YE15(1) consisting of $11bn of EampP liquidity and $300MM of RMH liquidity

Strong Balance Sheet and Financing EampP budget fully funded with cash flow and cash on hand (no dependence on drop-downs or capital markets) and ~30x levered throughout 2016

Attractive Hedge Bookndash 87 hedged in 2016 at wtd avg floor of $326MMBtundash 563 MMBtud hedged in 2017 at wtd avg floor of

$314MMBtu

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$720

$30 $50

$650

$300 $310 $640

$155 $150

$1370

$330 $360

ndash

$200

$400

$600

$800

$1000

$1200

$1400

$1600YE15 Cash amp 2016E CFO

Undrawn Facility

CapEx

Rice EampP RMH RMP

662

563

285

150

$325

$314 $316 $311

$211

$253 $261 $266

ndash

$050

$100

$150

$200

$250

$300

$350

ndash

100

200

300

400

500

600

700

2016 2017 2018 2019

Hedged Volume Avg Wtd Fixed Price HHUB Strip

HEDGE SUMMARY

LEVERAGE

BBtud $MMBtu

20x

ndash

20x 20x

30x

15x

25x 25x

ndash

05x

10x

15x

20x

25x

30x

35x

Rice EampP MidstreamHoldings

RMP Consolidated

2015 Net Debt LQA EBITDA 2016 Net Debt LQA EBITDA

RMH

18x 18x 17x

22 wwwriceenergycom

825 common

equity interest

Strategic Preferred Investment

DE

Rice Olympus

Midstream (OH

Gathering)

100 Series B Preferred Equity

($375MM invested)

75 equity interest

9175 common equity interest

41 LP Interest100 of IDRs

RMP GP(non-economic)

100 Series A Common Equity

EIG Managed Funds

Rice Midstream Holdings LLC

Strike Force Midstream(GPOR JV)

GP Holdings(IDRs and LPs)

Transaction Highlightsndash Attractive cost of capital attributable to RMHrsquos midstream assets and future

GP Valuendash RICE cash flow + preferred proceeds fully fund 2016 EampP budget with no

additional debt incurredndash Highlights significant value of embedded midstreamndash Highlights symbiotic structure of upstream and midstream

Healthy Upstream Healthy Midstream Healthy Upstream

Key Investment Termsndash $375MM preferred equity in RMH and 825 LP interest in GP Holdings

(LPs amp IDRs)ndash 8 preferred distribution 2 yrs of PIKndash Remaining return will come from 825 common equity interest in GP

Holdingsndash Use of proceeds $75MM to repay RMH outstanding borrowings and pay

related transaction fees and $300MM distributed to RICE to fund 2016 EampP budget

ndash Flexibility to execute drop strategy and make distributions to RICE

$375MM equity investment fortifies balance sheet and illuminates significant embedded midstream value

100 equity interest

100 ownership

23 wwwriceenergycom

25

47

77

114

159

23

49

83

124

173

ndash

25

50

75

100

125

150

175

200

$250 $300 $350 $400 $450Marcellus 750 Utica Dry 1000

Attractive Single Well Economics

Net Locations (3) 487 168

HHUB PV-10 Breakeven ($MMBtu) $208 $218

DRY GAS SINGLE WELL ECONOMICS

Rice continues to drive down DampC and operating costs to maximize returns Inventory currently generates ~30 returns at strip(1) HHUB PV10 breakevens of $208-$218 HHUB

__________________________Note See appendix for summary of assumptions used to generate single well IRRs 750rsquo and Utica 1000rsquo economics assume EampP is burdened by 50 of the gathering and compression fee and 50 of water completion fees (RICE owns a 41 LP interest in RMP 100 of Rice Ohio Midstream and 100 of RMP IDRs)1 Strip as of 219162 See slide titled Western Greene County Midstream Update3 Excludes ~47 wet Utica net undeveloped locations and ~105 dry-gas PA Utica net undeveloped locations

Marcellus ChangesEconomicsbull DampCft decreased by 8bull Operating amp FT costs decreased by 25bull EURft increased by 9bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Pro forma for amended gathering

agreement reclassified ~110 net locations to ldquoMarcellusrdquo given change to economics(2)

Dry Gas Utica ChangesEconomicsbull DampCft decreased by 3bull Operating amp FT costs decreased by 25bull EURft decreased by 7bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Avg lateral length increased 1Krsquo and increased

well spacing to 1Krsquo results in fewer locations

Dotted lines represent previously reported economics

NYMEX ($MMBtu)

IRR

24 wwwriceenergycom

Right-Sized Firm Transport PortfolioGrowing Exposure to an Improving Local Basis Market Right-Sized FT covers gt80 of 2016 takeaway volumes FT coverage decreases to ~60 in 2020 Right Exposure 30 of 2016 gas exposed to local markets when differentials are expected to be $075 growing to 40+ in 2020

when differentials are expected to tighten to ~$050 (1)

RICErsquoS RIGHT-SIZED FT PORTFOLIO amp ILLUSTRATIVE TAKEAWAY VOLUME GROWTH

ndash

500

1000

1500

2000

2500

3000

1115 7115 1116 7116 1117 7117 1118 7118 1119 7119 1120 7120 1121

$ MMbtuMdthd

Illustrative Takeaway Volume Range Takeaway Capacity

Base Case Details2015 2016 2017 2018 2019 2020

Exposed to App 25 30 30 15 25 40 M2 Basis ($122) ($075) ($062) ($056) ($055) ($052)

Takeaway volumes = Volumes that fill firm transportation (2)

__________________________1 Illustrative takeaway volumes assume 2016 growth in-line with guidance In 2017+ low and high volume range grow at 7 and 20 respectively Volumes beyond 2016 are for illustrative purposes only and do not constitute guidance2 Takeaway volumes = gross PA and working interest OH volumes

(1)

25 wwwriceenergycom

$380 $340 $285

$200 $285 $275

$250 $115

$80

$225

$545

$830 $740

$640

0100200300400500600700800900

2012 2013 2014 2015 2016E

$MM

PA DampC OH DampC Land

36 37 27

ndash

ndash

7 12 27

10

21

43 49

54

0

10

20

30

40

50

2012 2013 2014 2015 2016E

Wells

PA OH

2016 Guidance

_______________________Note 2014 Pro Forma for ASR transaction1 As of February 24 20162 Does not include wells from the Greene County Acquisition3 Consolidated midstream includes Rice Midstream Holdings and Rice Midstream Partners

47 127

274

552

720

ndash

ndash

0

100

200

300

400

500

600

700

800

2012 2013 2014 2015 2016E

MMcfed

Average Net Daily ProductionNet Wells Turned to Sales(2)

Midstream Capital Expenditures Daily Throughput 2016E Midstream EBITDA

$45 $150 $170 150

$150

$250

155

$45 $50

$300

$420

305

0

100

200

300

400

500

2012 2013 2014 2015 2016E

$MM

RMP Rice Midstream Holdings

61

647 800

247

400

175

401

894

1200

0

150

300

450

600

750

900

1050

1200

2012 2013 2014 2015 2016E

MDthd

RMP Rice Midstream Holdings

$115

$43

0

20

40

60

80

100

120

RMP Rice MidstreamHoldings

$MM

Published Guidance

DampC amp Land Capital Expenditures

2016E EampP GUIDANCE(1)

2016E CONSOLIDATED MIDSTREAM GUIDANCE(1)(3)

26 wwwriceenergycom

Appendix

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
Page 12: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

12 wwwriceenergycom

Attractive Drop Down Potential ndash OH Gathering

__________________________1 As of February 24 20162 As of December 31 2015

RMH OVERVIEW

OH gas gathering system of over 20 MMDthd design capacity

Gathering throughput driven by SE OH technical leaders

~65 of 2016E throughput from RICE volumes and ~35 from GPOR(1)

Will access TETCO REX ET Rover and DEO to deliver gas to Gulf Coast and Midwest markets

2016 GUIDANCE(1)

2016E EBITDA of $40MM -$45MM

2016 capex budget of $155MM

Constructing ~30 miles of gathering pipeline in 2016

Premier Midstream Systems in Prolific Dry Gas Utica Core Adds to Inventory of Drop Down Candidates

GATHERING SYSTEM INFORMATION

DedicatedGross

Acreage(2)

4Q 2015 Throughput

(MDthd)

RICE OH Gathering 58000 323

Strike Force JV 75000 -

Total 133000 323

Belmont

Monroe

OHIO

WEST VIRGINIA

OH PA

WV

LegendRICE Ohio Gathering Pipeline RICE Ohio Gathering Pipeline to be Constructed

GPOR Dedicated to RICERICE Acreage Dedicated to 3rd

Party

Strike Force JV AMI

13 wwwriceenergycom

Attractive Drop Down Potential ndash Strike Force JV TRANSACTION OVERVIEW STRATEGIC RATIONALE

RICE and GPOR completed the formation of Utica Shale strategic midstream JV (ldquoStrike Forcerdquo)

Provide gas gathering and compression services to GPORrsquos Eastern Belmont and Monroe acreage in Ohio

Supported by long-term fee-based service agreements with GPOR

Ownership RICE 75 and GPOR 25 with RICE to construct and operate all JV assets

Dry gas gathering system with capacity to gather up to 18 MMDthd

System will consist of ~165 miles of high and low pressure 12rdquo ndash 24rdquo gathering pipelines with multiple interconnections to Rockies Express ET Rover TETCO Dominion East Ohio and other future pipelines

~50000 horsepower of compression for gathering and delivery into various downstream interstate pipelines

GPOR dedicated ~75000 leasehold acres within the Strike Force AMI of ~319000 acres

Constructing Extensive Dry Gas Gathering and Water Systems in One of the Most Prolific Natural Gas Plays

Strike Force strengthens Ricersquos leading midstream position in the core of the Utica Shale

Expands relationship with GPOR across its premier position in the dry gas Utica Shale

Achieves efficiencies of simultaneous development of gathering and compression

Leverages existing footprint to grow 3rd party business and pursue additional 3rd party opportunities within a ~319000-acre AMI

System designed to accommodate future growth

Significantly adds to RICErsquos attractive inventory of drop down candidates

PHASE 1 COMPLETED AHEAD OF SCHEDULE AND FIRST FLOW

COMMENCED ON FEBRUARY 1 2016

14 wwwriceenergycom

__________________________1 Assumes fee of $006 per gallon and operating expense of $0013 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral2 Assumes fee of $007 per gallon and operating expense of $0013 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Acquisition Assets ndash Integrated Water Services BusinessWATER SERVICES BUSINESS OVERVIEW WATER DISTRIBUTION SYSTEM MAP

Delivers fresh water to well pads for completions

Collects recycles or disposes of flowback and produced water for RICE amp 3rd parties

Volumetric fee structure to provide revenue amp cash flow stability

PENNSYLVANIA amp OHIO WATER SYSTEMS

PA trunk line substantially complete in 1Q15 and OH trunk line substantially complete in 3Q15

Trunk lines consist primarily of 24-30rdquo polyethylene pipe amp laterals consist of 18rdquo polyethylene pipe

~90 of 2016E PA volumes expected to come from RICE amp ~75 of 2016E OH volumes expected to come from RICE

PROJECTED FRESH WATER DELIVERY INFRASTRUCTURE

PA OH TOTAL

Water Pipeline (Miles) 64 48 112

Connected Sources (MMGPD) 87 107 194

Cash Operating Margin $517000(1) $963000(2) Water Pipeline Water Pipeline to be ConstructedRICE Acreage

WetzelPA

OH

Greene

Washington

Monroe Marshall

Harrison

Jefferson

Ohio

Brooke

BeaverAlleghenyCarroll

Belmont

Monongahela River

Withdrawal

Ohio RiverWithdrawal

OH PA

WVGPOR Water Dedication

15 wwwriceenergycom

Western Greene County Midstream Update

Development area located in western Greene County PA in the heart of the Marcellus dry gas core and the emerging super-deep dry gas Utica core

RMP will now gather all production above 40 MDthd

ndash Williams will provide Rice with gathering and compression services for the first ~40 MDthd of production from this area

Improvement to Ricersquos single well economicsndash ~45 increase in Marcellus PV10well(1) ~$7MM ~$10MMndash Rice also benefits economically from RMP distribution growth associated

with the organic growth opportunity

Strategically accretive to RMPndash Increases RMPrsquos acreage dedication from Rice Energy by 19000 Marcellus

acres (25 increase ~110 undeveloped net Marcellus wells) and 17000 Utica acres (~40 undeveloped Utica wells)

ndash RMP has acquired the necessary right-of-ways and has submitted permits in order to construct the header system

__________________________1 Increase PV10 due to assumed gathering and compression fee of $030dth and $007dth versus previous historical fees of $045dth and $012dth Actual midstream fees for this area to be determined Assumes $350 HHUB See appendix for single well return assumptions

PAWV

Washington

Greene

Rice Western Greene Area

RMP Proposed Gathering Trunkline

RICE has renegotiated its gathering agreement with Williams allowing RMP to provide gas gathering services for RICE in western Greene County PA

16 wwwriceenergycom

2015 Midstream System Statistics

__________________________1 The agreement between RICE and RMP covers approximately 93000 gross acres of the RICErsquos acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of December 31 2015 and any future acreage it acquires within these counties excluding the first

400 MDthd of RICErsquos production from approximately 19000 gross acres subject to a pre-existing third-party dedication2 Fees will be annually escalated based upon changes in the Consumer Price Index Compression fees are derived on a per stage basis3 Certain of RMPrsquos third-party contracts provided for an increase in the gathering fee RMP will receive upon completion of construction of an 18-mile 30 inch pipeline connecting its gathering system to TETCO which was completed in November 2014 Represents weighted average

based on historical throughput4 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system

based on a 9000rsquo lateral

RMP Assets

Pennsylvania Ohio

Gathering and Compression Statistics Gathering and Compression StatisticsDesign Gathering Capacity (MMDthd) gt 40 Design Gathering Capacity (MMDthd) gt 20

YE15 YE16 YE15 YE16Gas Gathering Pipeline Mileage (miles) 113 128 Gas Gathering Pipeline Mileage (miles) 54 65

Acreage Dedications Acreage DedicationsRICE(1) 93000 RICE 380003rd Party 21000 3rd Party 20000

Total Acreage Dedications 114000 Total Acreage Dedications 58000

Midstream Fees Paid by RICE to RMP ($Dth) (2) Midstream Fees Paid by RICE to RICE OH ($Dth) (2)

Gathering $030 Gathering $030Compression (per stage of compression) $007 Compression (per stage of compression) $007

3rd Party Midstream Fees ($Dth) 3rd Party Midstream Fees ($Dth)Gathering (3) $043 Gathering undisclosedCompression vairies Compression undisclosed

Water Distribution System Statistics Water Distribution System StatisticsYE15 YE15

Connected Water Sources (MMGPD) 87 Connected Water Sources (MMGPD) 107Water Services Fee Paid by RICE ($gallon)(4) $006 Water Services Fee Paid by RICE ($gallon)(4) $007

Strike Force JV

Gathering and Compression StatisticsYE15 YE16

Gas Gathering Pipeline Mileage (miles) 7 29 AMI Acreage 319000GPOR Dedicated Acreage 75000

17 wwwriceenergycom

RICE Overview

18 wwwriceenergycom

Concentrated Core Upstream Assets

__________________________1 Net undeveloped locations as of 123115 See slide entitled ldquoAdditional Disclosuresrdquo on detail regarding RICErsquos methodology for the calculation of locations2 Strip as of 1416

92000

56000

449

175

Net Acres Daily ProductionUtica Core Marcellus Core

197000

Marcellus OH Utica

624 MMcfed

Washington

Greene

Belmont

PA Utica

Deep PA Utica Core

Premier EampP Company in the Lowest Cost Gas Shale Plays

100 of assets located in the cores of the Marcellus and Utica

Valuable production base of 624 MMcfed ($12bn PD + Hedge PV10)(2)

Low breakevens of $215MMBtu across Marcellus and dry-gas OH Utica

Strong hedge and FT portfolio provides protection from downcycles

Inventory (Wells)

10 Year Inventory from Marcellus and OH Utica with

upside from PA Utica

487

215

105 143

Developed

121

18

Producing Wells

143 Wells3 Geneseo1 PA Utica

Stacked Pay on PA Acreage

49000PA Utica

19 wwwriceenergycom

647 800

247

400

175

401

894

1200

2013 2014 2015 2016E

PA OH

$043 $031 $026

$055 $038 $036

$038

$038 $038

$044

$043 $034

$180

$150 $134

2013 2014 2015LOE and Taxes FT Gathering GampA

127 274

552 720

2013 2014 2015 2016E

249 644

1015 350

662

685

599

1306

1700

2013 2014 2015

PD PUD

$2457

$1651 $1450

2014 2015 2016E

$1439 $1237 $1181 $1150

2013 2014 2015 2016E

Track Record of Low-Cost GrowthPER UNIT CASH COSTS ($MCFE) (1)UTICA DampC COSTS ($FT)MARCELLUS DampC COSTS ($FT)

MIDSTREAM THROUGHPUT (MDTHD)NET PRODUCTION (MMCFED)PROVED RESERVES (BCFE)

__________________________1 EampP segment costs RICE gathering agreements in OH and PA began in 2015 Gathering fee per Mcfe applied to 2013 and 2014 to show a comparison on apples to apples basis

20 wwwriceenergycom

2016 budget positions RICE for success in 2016 and beyondndash Focused on balance sheet and EampP returns while creating significant future midstream valuendash 2016 DampC budget maintains clean balance sheet while investing in 2017

Financial Strength ndash Healthy balance sheet ample liquidity and robust hedgesndash Healthy Balance Sheet Expect to exit 2016 at 30x leverage with no dependence on drop downs or capital marketsndash Ample Liquidity $14bn of liquidity(1) $11B EampP and $300MM RMHndash Robust amp Attractive Hedges 87 of 2016 production hedged at $326MMBtu majority of 2017 production hedged at $314MMBtu

Highly concentrated acreage position in the most economic areas of the Marcellus and Utica Shalendash Core Locations 134 net producing wells (624 MMcfed in Q4rsquo15) + 487 net undeveloped Marcellus wells + 215 net undeveloped OH Utica wells + 105 net undeveloped PA Utica

wellsndash Resilient Economics Development and operating cost declines have driven avg breakeven PV-10 to ~$215MMBtu (~15 lower than 2015) ndash Compelling Returns in Challenging Market ~30 Pre-Hedge IRRs at strip pricing(2)

Midstream is a valuable and differentiated element of the RICE storyndash 1 Gatherer in the Dry Gas Core 247000 acres(3) dedicated from 3 of the 5 most active operators in SW Appalachiandash Unique Financial Advantages ~$10B of midstream monetizations and financings to date with ~$13B of estimated remaining drop down inventory and GP Holdings with expected

future value of $10B+ndash High Growth MLP RMP expects 20 distribution growth with current asset base while maintaining 13x-15x coverage in 2016

Firm Transportation (FT) Portfolio is right-sized for Ricersquos production growth and basis outlookndash Right-Sized FT covers gt80 of 2016 production and decreases to ~60 by 2020ndash Right Exposure Expect local basis to improve from $075 in 2016 (30 of production) to $050 in 2020 (~40 of production)

Well Positioned to Navigate Environment

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million2 Strip pricing as of 21916 See Economics slide for more detailed assumptions used to generate single well economics3 Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

21 wwwriceenergycom

Healthy Balance Sheet Protected by Strong Hedge BookSUMMARY

LIQUIDITY

Ample Liquidity $14B of total liquidity YE15(1) consisting of $11bn of EampP liquidity and $300MM of RMH liquidity

Strong Balance Sheet and Financing EampP budget fully funded with cash flow and cash on hand (no dependence on drop-downs or capital markets) and ~30x levered throughout 2016

Attractive Hedge Bookndash 87 hedged in 2016 at wtd avg floor of $326MMBtundash 563 MMBtud hedged in 2017 at wtd avg floor of

$314MMBtu

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$720

$30 $50

$650

$300 $310 $640

$155 $150

$1370

$330 $360

ndash

$200

$400

$600

$800

$1000

$1200

$1400

$1600YE15 Cash amp 2016E CFO

Undrawn Facility

CapEx

Rice EampP RMH RMP

662

563

285

150

$325

$314 $316 $311

$211

$253 $261 $266

ndash

$050

$100

$150

$200

$250

$300

$350

ndash

100

200

300

400

500

600

700

2016 2017 2018 2019

Hedged Volume Avg Wtd Fixed Price HHUB Strip

HEDGE SUMMARY

LEVERAGE

BBtud $MMBtu

20x

ndash

20x 20x

30x

15x

25x 25x

ndash

05x

10x

15x

20x

25x

30x

35x

Rice EampP MidstreamHoldings

RMP Consolidated

2015 Net Debt LQA EBITDA 2016 Net Debt LQA EBITDA

RMH

18x 18x 17x

22 wwwriceenergycom

825 common

equity interest

Strategic Preferred Investment

DE

Rice Olympus

Midstream (OH

Gathering)

100 Series B Preferred Equity

($375MM invested)

75 equity interest

9175 common equity interest

41 LP Interest100 of IDRs

RMP GP(non-economic)

100 Series A Common Equity

EIG Managed Funds

Rice Midstream Holdings LLC

Strike Force Midstream(GPOR JV)

GP Holdings(IDRs and LPs)

Transaction Highlightsndash Attractive cost of capital attributable to RMHrsquos midstream assets and future

GP Valuendash RICE cash flow + preferred proceeds fully fund 2016 EampP budget with no

additional debt incurredndash Highlights significant value of embedded midstreamndash Highlights symbiotic structure of upstream and midstream

Healthy Upstream Healthy Midstream Healthy Upstream

Key Investment Termsndash $375MM preferred equity in RMH and 825 LP interest in GP Holdings

(LPs amp IDRs)ndash 8 preferred distribution 2 yrs of PIKndash Remaining return will come from 825 common equity interest in GP

Holdingsndash Use of proceeds $75MM to repay RMH outstanding borrowings and pay

related transaction fees and $300MM distributed to RICE to fund 2016 EampP budget

ndash Flexibility to execute drop strategy and make distributions to RICE

$375MM equity investment fortifies balance sheet and illuminates significant embedded midstream value

100 equity interest

100 ownership

23 wwwriceenergycom

25

47

77

114

159

23

49

83

124

173

ndash

25

50

75

100

125

150

175

200

$250 $300 $350 $400 $450Marcellus 750 Utica Dry 1000

Attractive Single Well Economics

Net Locations (3) 487 168

HHUB PV-10 Breakeven ($MMBtu) $208 $218

DRY GAS SINGLE WELL ECONOMICS

Rice continues to drive down DampC and operating costs to maximize returns Inventory currently generates ~30 returns at strip(1) HHUB PV10 breakevens of $208-$218 HHUB

__________________________Note See appendix for summary of assumptions used to generate single well IRRs 750rsquo and Utica 1000rsquo economics assume EampP is burdened by 50 of the gathering and compression fee and 50 of water completion fees (RICE owns a 41 LP interest in RMP 100 of Rice Ohio Midstream and 100 of RMP IDRs)1 Strip as of 219162 See slide titled Western Greene County Midstream Update3 Excludes ~47 wet Utica net undeveloped locations and ~105 dry-gas PA Utica net undeveloped locations

Marcellus ChangesEconomicsbull DampCft decreased by 8bull Operating amp FT costs decreased by 25bull EURft increased by 9bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Pro forma for amended gathering

agreement reclassified ~110 net locations to ldquoMarcellusrdquo given change to economics(2)

Dry Gas Utica ChangesEconomicsbull DampCft decreased by 3bull Operating amp FT costs decreased by 25bull EURft decreased by 7bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Avg lateral length increased 1Krsquo and increased

well spacing to 1Krsquo results in fewer locations

Dotted lines represent previously reported economics

NYMEX ($MMBtu)

IRR

24 wwwriceenergycom

Right-Sized Firm Transport PortfolioGrowing Exposure to an Improving Local Basis Market Right-Sized FT covers gt80 of 2016 takeaway volumes FT coverage decreases to ~60 in 2020 Right Exposure 30 of 2016 gas exposed to local markets when differentials are expected to be $075 growing to 40+ in 2020

when differentials are expected to tighten to ~$050 (1)

RICErsquoS RIGHT-SIZED FT PORTFOLIO amp ILLUSTRATIVE TAKEAWAY VOLUME GROWTH

ndash

500

1000

1500

2000

2500

3000

1115 7115 1116 7116 1117 7117 1118 7118 1119 7119 1120 7120 1121

$ MMbtuMdthd

Illustrative Takeaway Volume Range Takeaway Capacity

Base Case Details2015 2016 2017 2018 2019 2020

Exposed to App 25 30 30 15 25 40 M2 Basis ($122) ($075) ($062) ($056) ($055) ($052)

Takeaway volumes = Volumes that fill firm transportation (2)

__________________________1 Illustrative takeaway volumes assume 2016 growth in-line with guidance In 2017+ low and high volume range grow at 7 and 20 respectively Volumes beyond 2016 are for illustrative purposes only and do not constitute guidance2 Takeaway volumes = gross PA and working interest OH volumes

(1)

25 wwwriceenergycom

$380 $340 $285

$200 $285 $275

$250 $115

$80

$225

$545

$830 $740

$640

0100200300400500600700800900

2012 2013 2014 2015 2016E

$MM

PA DampC OH DampC Land

36 37 27

ndash

ndash

7 12 27

10

21

43 49

54

0

10

20

30

40

50

2012 2013 2014 2015 2016E

Wells

PA OH

2016 Guidance

_______________________Note 2014 Pro Forma for ASR transaction1 As of February 24 20162 Does not include wells from the Greene County Acquisition3 Consolidated midstream includes Rice Midstream Holdings and Rice Midstream Partners

47 127

274

552

720

ndash

ndash

0

100

200

300

400

500

600

700

800

2012 2013 2014 2015 2016E

MMcfed

Average Net Daily ProductionNet Wells Turned to Sales(2)

Midstream Capital Expenditures Daily Throughput 2016E Midstream EBITDA

$45 $150 $170 150

$150

$250

155

$45 $50

$300

$420

305

0

100

200

300

400

500

2012 2013 2014 2015 2016E

$MM

RMP Rice Midstream Holdings

61

647 800

247

400

175

401

894

1200

0

150

300

450

600

750

900

1050

1200

2012 2013 2014 2015 2016E

MDthd

RMP Rice Midstream Holdings

$115

$43

0

20

40

60

80

100

120

RMP Rice MidstreamHoldings

$MM

Published Guidance

DampC amp Land Capital Expenditures

2016E EampP GUIDANCE(1)

2016E CONSOLIDATED MIDSTREAM GUIDANCE(1)(3)

26 wwwriceenergycom

Appendix

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
Page 13: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

13 wwwriceenergycom

Attractive Drop Down Potential ndash Strike Force JV TRANSACTION OVERVIEW STRATEGIC RATIONALE

RICE and GPOR completed the formation of Utica Shale strategic midstream JV (ldquoStrike Forcerdquo)

Provide gas gathering and compression services to GPORrsquos Eastern Belmont and Monroe acreage in Ohio

Supported by long-term fee-based service agreements with GPOR

Ownership RICE 75 and GPOR 25 with RICE to construct and operate all JV assets

Dry gas gathering system with capacity to gather up to 18 MMDthd

System will consist of ~165 miles of high and low pressure 12rdquo ndash 24rdquo gathering pipelines with multiple interconnections to Rockies Express ET Rover TETCO Dominion East Ohio and other future pipelines

~50000 horsepower of compression for gathering and delivery into various downstream interstate pipelines

GPOR dedicated ~75000 leasehold acres within the Strike Force AMI of ~319000 acres

Constructing Extensive Dry Gas Gathering and Water Systems in One of the Most Prolific Natural Gas Plays

Strike Force strengthens Ricersquos leading midstream position in the core of the Utica Shale

Expands relationship with GPOR across its premier position in the dry gas Utica Shale

Achieves efficiencies of simultaneous development of gathering and compression

Leverages existing footprint to grow 3rd party business and pursue additional 3rd party opportunities within a ~319000-acre AMI

System designed to accommodate future growth

Significantly adds to RICErsquos attractive inventory of drop down candidates

PHASE 1 COMPLETED AHEAD OF SCHEDULE AND FIRST FLOW

COMMENCED ON FEBRUARY 1 2016

14 wwwriceenergycom

__________________________1 Assumes fee of $006 per gallon and operating expense of $0013 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral2 Assumes fee of $007 per gallon and operating expense of $0013 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Acquisition Assets ndash Integrated Water Services BusinessWATER SERVICES BUSINESS OVERVIEW WATER DISTRIBUTION SYSTEM MAP

Delivers fresh water to well pads for completions

Collects recycles or disposes of flowback and produced water for RICE amp 3rd parties

Volumetric fee structure to provide revenue amp cash flow stability

PENNSYLVANIA amp OHIO WATER SYSTEMS

PA trunk line substantially complete in 1Q15 and OH trunk line substantially complete in 3Q15

Trunk lines consist primarily of 24-30rdquo polyethylene pipe amp laterals consist of 18rdquo polyethylene pipe

~90 of 2016E PA volumes expected to come from RICE amp ~75 of 2016E OH volumes expected to come from RICE

PROJECTED FRESH WATER DELIVERY INFRASTRUCTURE

PA OH TOTAL

Water Pipeline (Miles) 64 48 112

Connected Sources (MMGPD) 87 107 194

Cash Operating Margin $517000(1) $963000(2) Water Pipeline Water Pipeline to be ConstructedRICE Acreage

WetzelPA

OH

Greene

Washington

Monroe Marshall

Harrison

Jefferson

Ohio

Brooke

BeaverAlleghenyCarroll

Belmont

Monongahela River

Withdrawal

Ohio RiverWithdrawal

OH PA

WVGPOR Water Dedication

15 wwwriceenergycom

Western Greene County Midstream Update

Development area located in western Greene County PA in the heart of the Marcellus dry gas core and the emerging super-deep dry gas Utica core

RMP will now gather all production above 40 MDthd

ndash Williams will provide Rice with gathering and compression services for the first ~40 MDthd of production from this area

Improvement to Ricersquos single well economicsndash ~45 increase in Marcellus PV10well(1) ~$7MM ~$10MMndash Rice also benefits economically from RMP distribution growth associated

with the organic growth opportunity

Strategically accretive to RMPndash Increases RMPrsquos acreage dedication from Rice Energy by 19000 Marcellus

acres (25 increase ~110 undeveloped net Marcellus wells) and 17000 Utica acres (~40 undeveloped Utica wells)

ndash RMP has acquired the necessary right-of-ways and has submitted permits in order to construct the header system

__________________________1 Increase PV10 due to assumed gathering and compression fee of $030dth and $007dth versus previous historical fees of $045dth and $012dth Actual midstream fees for this area to be determined Assumes $350 HHUB See appendix for single well return assumptions

PAWV

Washington

Greene

Rice Western Greene Area

RMP Proposed Gathering Trunkline

RICE has renegotiated its gathering agreement with Williams allowing RMP to provide gas gathering services for RICE in western Greene County PA

16 wwwriceenergycom

2015 Midstream System Statistics

__________________________1 The agreement between RICE and RMP covers approximately 93000 gross acres of the RICErsquos acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of December 31 2015 and any future acreage it acquires within these counties excluding the first

400 MDthd of RICErsquos production from approximately 19000 gross acres subject to a pre-existing third-party dedication2 Fees will be annually escalated based upon changes in the Consumer Price Index Compression fees are derived on a per stage basis3 Certain of RMPrsquos third-party contracts provided for an increase in the gathering fee RMP will receive upon completion of construction of an 18-mile 30 inch pipeline connecting its gathering system to TETCO which was completed in November 2014 Represents weighted average

based on historical throughput4 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system

based on a 9000rsquo lateral

RMP Assets

Pennsylvania Ohio

Gathering and Compression Statistics Gathering and Compression StatisticsDesign Gathering Capacity (MMDthd) gt 40 Design Gathering Capacity (MMDthd) gt 20

YE15 YE16 YE15 YE16Gas Gathering Pipeline Mileage (miles) 113 128 Gas Gathering Pipeline Mileage (miles) 54 65

Acreage Dedications Acreage DedicationsRICE(1) 93000 RICE 380003rd Party 21000 3rd Party 20000

Total Acreage Dedications 114000 Total Acreage Dedications 58000

Midstream Fees Paid by RICE to RMP ($Dth) (2) Midstream Fees Paid by RICE to RICE OH ($Dth) (2)

Gathering $030 Gathering $030Compression (per stage of compression) $007 Compression (per stage of compression) $007

3rd Party Midstream Fees ($Dth) 3rd Party Midstream Fees ($Dth)Gathering (3) $043 Gathering undisclosedCompression vairies Compression undisclosed

Water Distribution System Statistics Water Distribution System StatisticsYE15 YE15

Connected Water Sources (MMGPD) 87 Connected Water Sources (MMGPD) 107Water Services Fee Paid by RICE ($gallon)(4) $006 Water Services Fee Paid by RICE ($gallon)(4) $007

Strike Force JV

Gathering and Compression StatisticsYE15 YE16

Gas Gathering Pipeline Mileage (miles) 7 29 AMI Acreage 319000GPOR Dedicated Acreage 75000

17 wwwriceenergycom

RICE Overview

18 wwwriceenergycom

Concentrated Core Upstream Assets

__________________________1 Net undeveloped locations as of 123115 See slide entitled ldquoAdditional Disclosuresrdquo on detail regarding RICErsquos methodology for the calculation of locations2 Strip as of 1416

92000

56000

449

175

Net Acres Daily ProductionUtica Core Marcellus Core

197000

Marcellus OH Utica

624 MMcfed

Washington

Greene

Belmont

PA Utica

Deep PA Utica Core

Premier EampP Company in the Lowest Cost Gas Shale Plays

100 of assets located in the cores of the Marcellus and Utica

Valuable production base of 624 MMcfed ($12bn PD + Hedge PV10)(2)

Low breakevens of $215MMBtu across Marcellus and dry-gas OH Utica

Strong hedge and FT portfolio provides protection from downcycles

Inventory (Wells)

10 Year Inventory from Marcellus and OH Utica with

upside from PA Utica

487

215

105 143

Developed

121

18

Producing Wells

143 Wells3 Geneseo1 PA Utica

Stacked Pay on PA Acreage

49000PA Utica

19 wwwriceenergycom

647 800

247

400

175

401

894

1200

2013 2014 2015 2016E

PA OH

$043 $031 $026

$055 $038 $036

$038

$038 $038

$044

$043 $034

$180

$150 $134

2013 2014 2015LOE and Taxes FT Gathering GampA

127 274

552 720

2013 2014 2015 2016E

249 644

1015 350

662

685

599

1306

1700

2013 2014 2015

PD PUD

$2457

$1651 $1450

2014 2015 2016E

$1439 $1237 $1181 $1150

2013 2014 2015 2016E

Track Record of Low-Cost GrowthPER UNIT CASH COSTS ($MCFE) (1)UTICA DampC COSTS ($FT)MARCELLUS DampC COSTS ($FT)

MIDSTREAM THROUGHPUT (MDTHD)NET PRODUCTION (MMCFED)PROVED RESERVES (BCFE)

__________________________1 EampP segment costs RICE gathering agreements in OH and PA began in 2015 Gathering fee per Mcfe applied to 2013 and 2014 to show a comparison on apples to apples basis

20 wwwriceenergycom

2016 budget positions RICE for success in 2016 and beyondndash Focused on balance sheet and EampP returns while creating significant future midstream valuendash 2016 DampC budget maintains clean balance sheet while investing in 2017

Financial Strength ndash Healthy balance sheet ample liquidity and robust hedgesndash Healthy Balance Sheet Expect to exit 2016 at 30x leverage with no dependence on drop downs or capital marketsndash Ample Liquidity $14bn of liquidity(1) $11B EampP and $300MM RMHndash Robust amp Attractive Hedges 87 of 2016 production hedged at $326MMBtu majority of 2017 production hedged at $314MMBtu

Highly concentrated acreage position in the most economic areas of the Marcellus and Utica Shalendash Core Locations 134 net producing wells (624 MMcfed in Q4rsquo15) + 487 net undeveloped Marcellus wells + 215 net undeveloped OH Utica wells + 105 net undeveloped PA Utica

wellsndash Resilient Economics Development and operating cost declines have driven avg breakeven PV-10 to ~$215MMBtu (~15 lower than 2015) ndash Compelling Returns in Challenging Market ~30 Pre-Hedge IRRs at strip pricing(2)

Midstream is a valuable and differentiated element of the RICE storyndash 1 Gatherer in the Dry Gas Core 247000 acres(3) dedicated from 3 of the 5 most active operators in SW Appalachiandash Unique Financial Advantages ~$10B of midstream monetizations and financings to date with ~$13B of estimated remaining drop down inventory and GP Holdings with expected

future value of $10B+ndash High Growth MLP RMP expects 20 distribution growth with current asset base while maintaining 13x-15x coverage in 2016

Firm Transportation (FT) Portfolio is right-sized for Ricersquos production growth and basis outlookndash Right-Sized FT covers gt80 of 2016 production and decreases to ~60 by 2020ndash Right Exposure Expect local basis to improve from $075 in 2016 (30 of production) to $050 in 2020 (~40 of production)

Well Positioned to Navigate Environment

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million2 Strip pricing as of 21916 See Economics slide for more detailed assumptions used to generate single well economics3 Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

21 wwwriceenergycom

Healthy Balance Sheet Protected by Strong Hedge BookSUMMARY

LIQUIDITY

Ample Liquidity $14B of total liquidity YE15(1) consisting of $11bn of EampP liquidity and $300MM of RMH liquidity

Strong Balance Sheet and Financing EampP budget fully funded with cash flow and cash on hand (no dependence on drop-downs or capital markets) and ~30x levered throughout 2016

Attractive Hedge Bookndash 87 hedged in 2016 at wtd avg floor of $326MMBtundash 563 MMBtud hedged in 2017 at wtd avg floor of

$314MMBtu

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$720

$30 $50

$650

$300 $310 $640

$155 $150

$1370

$330 $360

ndash

$200

$400

$600

$800

$1000

$1200

$1400

$1600YE15 Cash amp 2016E CFO

Undrawn Facility

CapEx

Rice EampP RMH RMP

662

563

285

150

$325

$314 $316 $311

$211

$253 $261 $266

ndash

$050

$100

$150

$200

$250

$300

$350

ndash

100

200

300

400

500

600

700

2016 2017 2018 2019

Hedged Volume Avg Wtd Fixed Price HHUB Strip

HEDGE SUMMARY

LEVERAGE

BBtud $MMBtu

20x

ndash

20x 20x

30x

15x

25x 25x

ndash

05x

10x

15x

20x

25x

30x

35x

Rice EampP MidstreamHoldings

RMP Consolidated

2015 Net Debt LQA EBITDA 2016 Net Debt LQA EBITDA

RMH

18x 18x 17x

22 wwwriceenergycom

825 common

equity interest

Strategic Preferred Investment

DE

Rice Olympus

Midstream (OH

Gathering)

100 Series B Preferred Equity

($375MM invested)

75 equity interest

9175 common equity interest

41 LP Interest100 of IDRs

RMP GP(non-economic)

100 Series A Common Equity

EIG Managed Funds

Rice Midstream Holdings LLC

Strike Force Midstream(GPOR JV)

GP Holdings(IDRs and LPs)

Transaction Highlightsndash Attractive cost of capital attributable to RMHrsquos midstream assets and future

GP Valuendash RICE cash flow + preferred proceeds fully fund 2016 EampP budget with no

additional debt incurredndash Highlights significant value of embedded midstreamndash Highlights symbiotic structure of upstream and midstream

Healthy Upstream Healthy Midstream Healthy Upstream

Key Investment Termsndash $375MM preferred equity in RMH and 825 LP interest in GP Holdings

(LPs amp IDRs)ndash 8 preferred distribution 2 yrs of PIKndash Remaining return will come from 825 common equity interest in GP

Holdingsndash Use of proceeds $75MM to repay RMH outstanding borrowings and pay

related transaction fees and $300MM distributed to RICE to fund 2016 EampP budget

ndash Flexibility to execute drop strategy and make distributions to RICE

$375MM equity investment fortifies balance sheet and illuminates significant embedded midstream value

100 equity interest

100 ownership

23 wwwriceenergycom

25

47

77

114

159

23

49

83

124

173

ndash

25

50

75

100

125

150

175

200

$250 $300 $350 $400 $450Marcellus 750 Utica Dry 1000

Attractive Single Well Economics

Net Locations (3) 487 168

HHUB PV-10 Breakeven ($MMBtu) $208 $218

DRY GAS SINGLE WELL ECONOMICS

Rice continues to drive down DampC and operating costs to maximize returns Inventory currently generates ~30 returns at strip(1) HHUB PV10 breakevens of $208-$218 HHUB

__________________________Note See appendix for summary of assumptions used to generate single well IRRs 750rsquo and Utica 1000rsquo economics assume EampP is burdened by 50 of the gathering and compression fee and 50 of water completion fees (RICE owns a 41 LP interest in RMP 100 of Rice Ohio Midstream and 100 of RMP IDRs)1 Strip as of 219162 See slide titled Western Greene County Midstream Update3 Excludes ~47 wet Utica net undeveloped locations and ~105 dry-gas PA Utica net undeveloped locations

Marcellus ChangesEconomicsbull DampCft decreased by 8bull Operating amp FT costs decreased by 25bull EURft increased by 9bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Pro forma for amended gathering

agreement reclassified ~110 net locations to ldquoMarcellusrdquo given change to economics(2)

Dry Gas Utica ChangesEconomicsbull DampCft decreased by 3bull Operating amp FT costs decreased by 25bull EURft decreased by 7bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Avg lateral length increased 1Krsquo and increased

well spacing to 1Krsquo results in fewer locations

Dotted lines represent previously reported economics

NYMEX ($MMBtu)

IRR

24 wwwriceenergycom

Right-Sized Firm Transport PortfolioGrowing Exposure to an Improving Local Basis Market Right-Sized FT covers gt80 of 2016 takeaway volumes FT coverage decreases to ~60 in 2020 Right Exposure 30 of 2016 gas exposed to local markets when differentials are expected to be $075 growing to 40+ in 2020

when differentials are expected to tighten to ~$050 (1)

RICErsquoS RIGHT-SIZED FT PORTFOLIO amp ILLUSTRATIVE TAKEAWAY VOLUME GROWTH

ndash

500

1000

1500

2000

2500

3000

1115 7115 1116 7116 1117 7117 1118 7118 1119 7119 1120 7120 1121

$ MMbtuMdthd

Illustrative Takeaway Volume Range Takeaway Capacity

Base Case Details2015 2016 2017 2018 2019 2020

Exposed to App 25 30 30 15 25 40 M2 Basis ($122) ($075) ($062) ($056) ($055) ($052)

Takeaway volumes = Volumes that fill firm transportation (2)

__________________________1 Illustrative takeaway volumes assume 2016 growth in-line with guidance In 2017+ low and high volume range grow at 7 and 20 respectively Volumes beyond 2016 are for illustrative purposes only and do not constitute guidance2 Takeaway volumes = gross PA and working interest OH volumes

(1)

25 wwwriceenergycom

$380 $340 $285

$200 $285 $275

$250 $115

$80

$225

$545

$830 $740

$640

0100200300400500600700800900

2012 2013 2014 2015 2016E

$MM

PA DampC OH DampC Land

36 37 27

ndash

ndash

7 12 27

10

21

43 49

54

0

10

20

30

40

50

2012 2013 2014 2015 2016E

Wells

PA OH

2016 Guidance

_______________________Note 2014 Pro Forma for ASR transaction1 As of February 24 20162 Does not include wells from the Greene County Acquisition3 Consolidated midstream includes Rice Midstream Holdings and Rice Midstream Partners

47 127

274

552

720

ndash

ndash

0

100

200

300

400

500

600

700

800

2012 2013 2014 2015 2016E

MMcfed

Average Net Daily ProductionNet Wells Turned to Sales(2)

Midstream Capital Expenditures Daily Throughput 2016E Midstream EBITDA

$45 $150 $170 150

$150

$250

155

$45 $50

$300

$420

305

0

100

200

300

400

500

2012 2013 2014 2015 2016E

$MM

RMP Rice Midstream Holdings

61

647 800

247

400

175

401

894

1200

0

150

300

450

600

750

900

1050

1200

2012 2013 2014 2015 2016E

MDthd

RMP Rice Midstream Holdings

$115

$43

0

20

40

60

80

100

120

RMP Rice MidstreamHoldings

$MM

Published Guidance

DampC amp Land Capital Expenditures

2016E EampP GUIDANCE(1)

2016E CONSOLIDATED MIDSTREAM GUIDANCE(1)(3)

26 wwwriceenergycom

Appendix

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
Page 14: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

14 wwwriceenergycom

__________________________1 Assumes fee of $006 per gallon and operating expense of $0013 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral2 Assumes fee of $007 per gallon and operating expense of $0013 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Acquisition Assets ndash Integrated Water Services BusinessWATER SERVICES BUSINESS OVERVIEW WATER DISTRIBUTION SYSTEM MAP

Delivers fresh water to well pads for completions

Collects recycles or disposes of flowback and produced water for RICE amp 3rd parties

Volumetric fee structure to provide revenue amp cash flow stability

PENNSYLVANIA amp OHIO WATER SYSTEMS

PA trunk line substantially complete in 1Q15 and OH trunk line substantially complete in 3Q15

Trunk lines consist primarily of 24-30rdquo polyethylene pipe amp laterals consist of 18rdquo polyethylene pipe

~90 of 2016E PA volumes expected to come from RICE amp ~75 of 2016E OH volumes expected to come from RICE

PROJECTED FRESH WATER DELIVERY INFRASTRUCTURE

PA OH TOTAL

Water Pipeline (Miles) 64 48 112

Connected Sources (MMGPD) 87 107 194

Cash Operating Margin $517000(1) $963000(2) Water Pipeline Water Pipeline to be ConstructedRICE Acreage

WetzelPA

OH

Greene

Washington

Monroe Marshall

Harrison

Jefferson

Ohio

Brooke

BeaverAlleghenyCarroll

Belmont

Monongahela River

Withdrawal

Ohio RiverWithdrawal

OH PA

WVGPOR Water Dedication

15 wwwriceenergycom

Western Greene County Midstream Update

Development area located in western Greene County PA in the heart of the Marcellus dry gas core and the emerging super-deep dry gas Utica core

RMP will now gather all production above 40 MDthd

ndash Williams will provide Rice with gathering and compression services for the first ~40 MDthd of production from this area

Improvement to Ricersquos single well economicsndash ~45 increase in Marcellus PV10well(1) ~$7MM ~$10MMndash Rice also benefits economically from RMP distribution growth associated

with the organic growth opportunity

Strategically accretive to RMPndash Increases RMPrsquos acreage dedication from Rice Energy by 19000 Marcellus

acres (25 increase ~110 undeveloped net Marcellus wells) and 17000 Utica acres (~40 undeveloped Utica wells)

ndash RMP has acquired the necessary right-of-ways and has submitted permits in order to construct the header system

__________________________1 Increase PV10 due to assumed gathering and compression fee of $030dth and $007dth versus previous historical fees of $045dth and $012dth Actual midstream fees for this area to be determined Assumes $350 HHUB See appendix for single well return assumptions

PAWV

Washington

Greene

Rice Western Greene Area

RMP Proposed Gathering Trunkline

RICE has renegotiated its gathering agreement with Williams allowing RMP to provide gas gathering services for RICE in western Greene County PA

16 wwwriceenergycom

2015 Midstream System Statistics

__________________________1 The agreement between RICE and RMP covers approximately 93000 gross acres of the RICErsquos acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of December 31 2015 and any future acreage it acquires within these counties excluding the first

400 MDthd of RICErsquos production from approximately 19000 gross acres subject to a pre-existing third-party dedication2 Fees will be annually escalated based upon changes in the Consumer Price Index Compression fees are derived on a per stage basis3 Certain of RMPrsquos third-party contracts provided for an increase in the gathering fee RMP will receive upon completion of construction of an 18-mile 30 inch pipeline connecting its gathering system to TETCO which was completed in November 2014 Represents weighted average

based on historical throughput4 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system

based on a 9000rsquo lateral

RMP Assets

Pennsylvania Ohio

Gathering and Compression Statistics Gathering and Compression StatisticsDesign Gathering Capacity (MMDthd) gt 40 Design Gathering Capacity (MMDthd) gt 20

YE15 YE16 YE15 YE16Gas Gathering Pipeline Mileage (miles) 113 128 Gas Gathering Pipeline Mileage (miles) 54 65

Acreage Dedications Acreage DedicationsRICE(1) 93000 RICE 380003rd Party 21000 3rd Party 20000

Total Acreage Dedications 114000 Total Acreage Dedications 58000

Midstream Fees Paid by RICE to RMP ($Dth) (2) Midstream Fees Paid by RICE to RICE OH ($Dth) (2)

Gathering $030 Gathering $030Compression (per stage of compression) $007 Compression (per stage of compression) $007

3rd Party Midstream Fees ($Dth) 3rd Party Midstream Fees ($Dth)Gathering (3) $043 Gathering undisclosedCompression vairies Compression undisclosed

Water Distribution System Statistics Water Distribution System StatisticsYE15 YE15

Connected Water Sources (MMGPD) 87 Connected Water Sources (MMGPD) 107Water Services Fee Paid by RICE ($gallon)(4) $006 Water Services Fee Paid by RICE ($gallon)(4) $007

Strike Force JV

Gathering and Compression StatisticsYE15 YE16

Gas Gathering Pipeline Mileage (miles) 7 29 AMI Acreage 319000GPOR Dedicated Acreage 75000

17 wwwriceenergycom

RICE Overview

18 wwwriceenergycom

Concentrated Core Upstream Assets

__________________________1 Net undeveloped locations as of 123115 See slide entitled ldquoAdditional Disclosuresrdquo on detail regarding RICErsquos methodology for the calculation of locations2 Strip as of 1416

92000

56000

449

175

Net Acres Daily ProductionUtica Core Marcellus Core

197000

Marcellus OH Utica

624 MMcfed

Washington

Greene

Belmont

PA Utica

Deep PA Utica Core

Premier EampP Company in the Lowest Cost Gas Shale Plays

100 of assets located in the cores of the Marcellus and Utica

Valuable production base of 624 MMcfed ($12bn PD + Hedge PV10)(2)

Low breakevens of $215MMBtu across Marcellus and dry-gas OH Utica

Strong hedge and FT portfolio provides protection from downcycles

Inventory (Wells)

10 Year Inventory from Marcellus and OH Utica with

upside from PA Utica

487

215

105 143

Developed

121

18

Producing Wells

143 Wells3 Geneseo1 PA Utica

Stacked Pay on PA Acreage

49000PA Utica

19 wwwriceenergycom

647 800

247

400

175

401

894

1200

2013 2014 2015 2016E

PA OH

$043 $031 $026

$055 $038 $036

$038

$038 $038

$044

$043 $034

$180

$150 $134

2013 2014 2015LOE and Taxes FT Gathering GampA

127 274

552 720

2013 2014 2015 2016E

249 644

1015 350

662

685

599

1306

1700

2013 2014 2015

PD PUD

$2457

$1651 $1450

2014 2015 2016E

$1439 $1237 $1181 $1150

2013 2014 2015 2016E

Track Record of Low-Cost GrowthPER UNIT CASH COSTS ($MCFE) (1)UTICA DampC COSTS ($FT)MARCELLUS DampC COSTS ($FT)

MIDSTREAM THROUGHPUT (MDTHD)NET PRODUCTION (MMCFED)PROVED RESERVES (BCFE)

__________________________1 EampP segment costs RICE gathering agreements in OH and PA began in 2015 Gathering fee per Mcfe applied to 2013 and 2014 to show a comparison on apples to apples basis

20 wwwriceenergycom

2016 budget positions RICE for success in 2016 and beyondndash Focused on balance sheet and EampP returns while creating significant future midstream valuendash 2016 DampC budget maintains clean balance sheet while investing in 2017

Financial Strength ndash Healthy balance sheet ample liquidity and robust hedgesndash Healthy Balance Sheet Expect to exit 2016 at 30x leverage with no dependence on drop downs or capital marketsndash Ample Liquidity $14bn of liquidity(1) $11B EampP and $300MM RMHndash Robust amp Attractive Hedges 87 of 2016 production hedged at $326MMBtu majority of 2017 production hedged at $314MMBtu

Highly concentrated acreage position in the most economic areas of the Marcellus and Utica Shalendash Core Locations 134 net producing wells (624 MMcfed in Q4rsquo15) + 487 net undeveloped Marcellus wells + 215 net undeveloped OH Utica wells + 105 net undeveloped PA Utica

wellsndash Resilient Economics Development and operating cost declines have driven avg breakeven PV-10 to ~$215MMBtu (~15 lower than 2015) ndash Compelling Returns in Challenging Market ~30 Pre-Hedge IRRs at strip pricing(2)

Midstream is a valuable and differentiated element of the RICE storyndash 1 Gatherer in the Dry Gas Core 247000 acres(3) dedicated from 3 of the 5 most active operators in SW Appalachiandash Unique Financial Advantages ~$10B of midstream monetizations and financings to date with ~$13B of estimated remaining drop down inventory and GP Holdings with expected

future value of $10B+ndash High Growth MLP RMP expects 20 distribution growth with current asset base while maintaining 13x-15x coverage in 2016

Firm Transportation (FT) Portfolio is right-sized for Ricersquos production growth and basis outlookndash Right-Sized FT covers gt80 of 2016 production and decreases to ~60 by 2020ndash Right Exposure Expect local basis to improve from $075 in 2016 (30 of production) to $050 in 2020 (~40 of production)

Well Positioned to Navigate Environment

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million2 Strip pricing as of 21916 See Economics slide for more detailed assumptions used to generate single well economics3 Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

21 wwwriceenergycom

Healthy Balance Sheet Protected by Strong Hedge BookSUMMARY

LIQUIDITY

Ample Liquidity $14B of total liquidity YE15(1) consisting of $11bn of EampP liquidity and $300MM of RMH liquidity

Strong Balance Sheet and Financing EampP budget fully funded with cash flow and cash on hand (no dependence on drop-downs or capital markets) and ~30x levered throughout 2016

Attractive Hedge Bookndash 87 hedged in 2016 at wtd avg floor of $326MMBtundash 563 MMBtud hedged in 2017 at wtd avg floor of

$314MMBtu

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$720

$30 $50

$650

$300 $310 $640

$155 $150

$1370

$330 $360

ndash

$200

$400

$600

$800

$1000

$1200

$1400

$1600YE15 Cash amp 2016E CFO

Undrawn Facility

CapEx

Rice EampP RMH RMP

662

563

285

150

$325

$314 $316 $311

$211

$253 $261 $266

ndash

$050

$100

$150

$200

$250

$300

$350

ndash

100

200

300

400

500

600

700

2016 2017 2018 2019

Hedged Volume Avg Wtd Fixed Price HHUB Strip

HEDGE SUMMARY

LEVERAGE

BBtud $MMBtu

20x

ndash

20x 20x

30x

15x

25x 25x

ndash

05x

10x

15x

20x

25x

30x

35x

Rice EampP MidstreamHoldings

RMP Consolidated

2015 Net Debt LQA EBITDA 2016 Net Debt LQA EBITDA

RMH

18x 18x 17x

22 wwwriceenergycom

825 common

equity interest

Strategic Preferred Investment

DE

Rice Olympus

Midstream (OH

Gathering)

100 Series B Preferred Equity

($375MM invested)

75 equity interest

9175 common equity interest

41 LP Interest100 of IDRs

RMP GP(non-economic)

100 Series A Common Equity

EIG Managed Funds

Rice Midstream Holdings LLC

Strike Force Midstream(GPOR JV)

GP Holdings(IDRs and LPs)

Transaction Highlightsndash Attractive cost of capital attributable to RMHrsquos midstream assets and future

GP Valuendash RICE cash flow + preferred proceeds fully fund 2016 EampP budget with no

additional debt incurredndash Highlights significant value of embedded midstreamndash Highlights symbiotic structure of upstream and midstream

Healthy Upstream Healthy Midstream Healthy Upstream

Key Investment Termsndash $375MM preferred equity in RMH and 825 LP interest in GP Holdings

(LPs amp IDRs)ndash 8 preferred distribution 2 yrs of PIKndash Remaining return will come from 825 common equity interest in GP

Holdingsndash Use of proceeds $75MM to repay RMH outstanding borrowings and pay

related transaction fees and $300MM distributed to RICE to fund 2016 EampP budget

ndash Flexibility to execute drop strategy and make distributions to RICE

$375MM equity investment fortifies balance sheet and illuminates significant embedded midstream value

100 equity interest

100 ownership

23 wwwriceenergycom

25

47

77

114

159

23

49

83

124

173

ndash

25

50

75

100

125

150

175

200

$250 $300 $350 $400 $450Marcellus 750 Utica Dry 1000

Attractive Single Well Economics

Net Locations (3) 487 168

HHUB PV-10 Breakeven ($MMBtu) $208 $218

DRY GAS SINGLE WELL ECONOMICS

Rice continues to drive down DampC and operating costs to maximize returns Inventory currently generates ~30 returns at strip(1) HHUB PV10 breakevens of $208-$218 HHUB

__________________________Note See appendix for summary of assumptions used to generate single well IRRs 750rsquo and Utica 1000rsquo economics assume EampP is burdened by 50 of the gathering and compression fee and 50 of water completion fees (RICE owns a 41 LP interest in RMP 100 of Rice Ohio Midstream and 100 of RMP IDRs)1 Strip as of 219162 See slide titled Western Greene County Midstream Update3 Excludes ~47 wet Utica net undeveloped locations and ~105 dry-gas PA Utica net undeveloped locations

Marcellus ChangesEconomicsbull DampCft decreased by 8bull Operating amp FT costs decreased by 25bull EURft increased by 9bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Pro forma for amended gathering

agreement reclassified ~110 net locations to ldquoMarcellusrdquo given change to economics(2)

Dry Gas Utica ChangesEconomicsbull DampCft decreased by 3bull Operating amp FT costs decreased by 25bull EURft decreased by 7bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Avg lateral length increased 1Krsquo and increased

well spacing to 1Krsquo results in fewer locations

Dotted lines represent previously reported economics

NYMEX ($MMBtu)

IRR

24 wwwriceenergycom

Right-Sized Firm Transport PortfolioGrowing Exposure to an Improving Local Basis Market Right-Sized FT covers gt80 of 2016 takeaway volumes FT coverage decreases to ~60 in 2020 Right Exposure 30 of 2016 gas exposed to local markets when differentials are expected to be $075 growing to 40+ in 2020

when differentials are expected to tighten to ~$050 (1)

RICErsquoS RIGHT-SIZED FT PORTFOLIO amp ILLUSTRATIVE TAKEAWAY VOLUME GROWTH

ndash

500

1000

1500

2000

2500

3000

1115 7115 1116 7116 1117 7117 1118 7118 1119 7119 1120 7120 1121

$ MMbtuMdthd

Illustrative Takeaway Volume Range Takeaway Capacity

Base Case Details2015 2016 2017 2018 2019 2020

Exposed to App 25 30 30 15 25 40 M2 Basis ($122) ($075) ($062) ($056) ($055) ($052)

Takeaway volumes = Volumes that fill firm transportation (2)

__________________________1 Illustrative takeaway volumes assume 2016 growth in-line with guidance In 2017+ low and high volume range grow at 7 and 20 respectively Volumes beyond 2016 are for illustrative purposes only and do not constitute guidance2 Takeaway volumes = gross PA and working interest OH volumes

(1)

25 wwwriceenergycom

$380 $340 $285

$200 $285 $275

$250 $115

$80

$225

$545

$830 $740

$640

0100200300400500600700800900

2012 2013 2014 2015 2016E

$MM

PA DampC OH DampC Land

36 37 27

ndash

ndash

7 12 27

10

21

43 49

54

0

10

20

30

40

50

2012 2013 2014 2015 2016E

Wells

PA OH

2016 Guidance

_______________________Note 2014 Pro Forma for ASR transaction1 As of February 24 20162 Does not include wells from the Greene County Acquisition3 Consolidated midstream includes Rice Midstream Holdings and Rice Midstream Partners

47 127

274

552

720

ndash

ndash

0

100

200

300

400

500

600

700

800

2012 2013 2014 2015 2016E

MMcfed

Average Net Daily ProductionNet Wells Turned to Sales(2)

Midstream Capital Expenditures Daily Throughput 2016E Midstream EBITDA

$45 $150 $170 150

$150

$250

155

$45 $50

$300

$420

305

0

100

200

300

400

500

2012 2013 2014 2015 2016E

$MM

RMP Rice Midstream Holdings

61

647 800

247

400

175

401

894

1200

0

150

300

450

600

750

900

1050

1200

2012 2013 2014 2015 2016E

MDthd

RMP Rice Midstream Holdings

$115

$43

0

20

40

60

80

100

120

RMP Rice MidstreamHoldings

$MM

Published Guidance

DampC amp Land Capital Expenditures

2016E EampP GUIDANCE(1)

2016E CONSOLIDATED MIDSTREAM GUIDANCE(1)(3)

26 wwwriceenergycom

Appendix

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
Page 15: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

15 wwwriceenergycom

Western Greene County Midstream Update

Development area located in western Greene County PA in the heart of the Marcellus dry gas core and the emerging super-deep dry gas Utica core

RMP will now gather all production above 40 MDthd

ndash Williams will provide Rice with gathering and compression services for the first ~40 MDthd of production from this area

Improvement to Ricersquos single well economicsndash ~45 increase in Marcellus PV10well(1) ~$7MM ~$10MMndash Rice also benefits economically from RMP distribution growth associated

with the organic growth opportunity

Strategically accretive to RMPndash Increases RMPrsquos acreage dedication from Rice Energy by 19000 Marcellus

acres (25 increase ~110 undeveloped net Marcellus wells) and 17000 Utica acres (~40 undeveloped Utica wells)

ndash RMP has acquired the necessary right-of-ways and has submitted permits in order to construct the header system

__________________________1 Increase PV10 due to assumed gathering and compression fee of $030dth and $007dth versus previous historical fees of $045dth and $012dth Actual midstream fees for this area to be determined Assumes $350 HHUB See appendix for single well return assumptions

PAWV

Washington

Greene

Rice Western Greene Area

RMP Proposed Gathering Trunkline

RICE has renegotiated its gathering agreement with Williams allowing RMP to provide gas gathering services for RICE in western Greene County PA

16 wwwriceenergycom

2015 Midstream System Statistics

__________________________1 The agreement between RICE and RMP covers approximately 93000 gross acres of the RICErsquos acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of December 31 2015 and any future acreage it acquires within these counties excluding the first

400 MDthd of RICErsquos production from approximately 19000 gross acres subject to a pre-existing third-party dedication2 Fees will be annually escalated based upon changes in the Consumer Price Index Compression fees are derived on a per stage basis3 Certain of RMPrsquos third-party contracts provided for an increase in the gathering fee RMP will receive upon completion of construction of an 18-mile 30 inch pipeline connecting its gathering system to TETCO which was completed in November 2014 Represents weighted average

based on historical throughput4 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system

based on a 9000rsquo lateral

RMP Assets

Pennsylvania Ohio

Gathering and Compression Statistics Gathering and Compression StatisticsDesign Gathering Capacity (MMDthd) gt 40 Design Gathering Capacity (MMDthd) gt 20

YE15 YE16 YE15 YE16Gas Gathering Pipeline Mileage (miles) 113 128 Gas Gathering Pipeline Mileage (miles) 54 65

Acreage Dedications Acreage DedicationsRICE(1) 93000 RICE 380003rd Party 21000 3rd Party 20000

Total Acreage Dedications 114000 Total Acreage Dedications 58000

Midstream Fees Paid by RICE to RMP ($Dth) (2) Midstream Fees Paid by RICE to RICE OH ($Dth) (2)

Gathering $030 Gathering $030Compression (per stage of compression) $007 Compression (per stage of compression) $007

3rd Party Midstream Fees ($Dth) 3rd Party Midstream Fees ($Dth)Gathering (3) $043 Gathering undisclosedCompression vairies Compression undisclosed

Water Distribution System Statistics Water Distribution System StatisticsYE15 YE15

Connected Water Sources (MMGPD) 87 Connected Water Sources (MMGPD) 107Water Services Fee Paid by RICE ($gallon)(4) $006 Water Services Fee Paid by RICE ($gallon)(4) $007

Strike Force JV

Gathering and Compression StatisticsYE15 YE16

Gas Gathering Pipeline Mileage (miles) 7 29 AMI Acreage 319000GPOR Dedicated Acreage 75000

17 wwwriceenergycom

RICE Overview

18 wwwriceenergycom

Concentrated Core Upstream Assets

__________________________1 Net undeveloped locations as of 123115 See slide entitled ldquoAdditional Disclosuresrdquo on detail regarding RICErsquos methodology for the calculation of locations2 Strip as of 1416

92000

56000

449

175

Net Acres Daily ProductionUtica Core Marcellus Core

197000

Marcellus OH Utica

624 MMcfed

Washington

Greene

Belmont

PA Utica

Deep PA Utica Core

Premier EampP Company in the Lowest Cost Gas Shale Plays

100 of assets located in the cores of the Marcellus and Utica

Valuable production base of 624 MMcfed ($12bn PD + Hedge PV10)(2)

Low breakevens of $215MMBtu across Marcellus and dry-gas OH Utica

Strong hedge and FT portfolio provides protection from downcycles

Inventory (Wells)

10 Year Inventory from Marcellus and OH Utica with

upside from PA Utica

487

215

105 143

Developed

121

18

Producing Wells

143 Wells3 Geneseo1 PA Utica

Stacked Pay on PA Acreage

49000PA Utica

19 wwwriceenergycom

647 800

247

400

175

401

894

1200

2013 2014 2015 2016E

PA OH

$043 $031 $026

$055 $038 $036

$038

$038 $038

$044

$043 $034

$180

$150 $134

2013 2014 2015LOE and Taxes FT Gathering GampA

127 274

552 720

2013 2014 2015 2016E

249 644

1015 350

662

685

599

1306

1700

2013 2014 2015

PD PUD

$2457

$1651 $1450

2014 2015 2016E

$1439 $1237 $1181 $1150

2013 2014 2015 2016E

Track Record of Low-Cost GrowthPER UNIT CASH COSTS ($MCFE) (1)UTICA DampC COSTS ($FT)MARCELLUS DampC COSTS ($FT)

MIDSTREAM THROUGHPUT (MDTHD)NET PRODUCTION (MMCFED)PROVED RESERVES (BCFE)

__________________________1 EampP segment costs RICE gathering agreements in OH and PA began in 2015 Gathering fee per Mcfe applied to 2013 and 2014 to show a comparison on apples to apples basis

20 wwwriceenergycom

2016 budget positions RICE for success in 2016 and beyondndash Focused on balance sheet and EampP returns while creating significant future midstream valuendash 2016 DampC budget maintains clean balance sheet while investing in 2017

Financial Strength ndash Healthy balance sheet ample liquidity and robust hedgesndash Healthy Balance Sheet Expect to exit 2016 at 30x leverage with no dependence on drop downs or capital marketsndash Ample Liquidity $14bn of liquidity(1) $11B EampP and $300MM RMHndash Robust amp Attractive Hedges 87 of 2016 production hedged at $326MMBtu majority of 2017 production hedged at $314MMBtu

Highly concentrated acreage position in the most economic areas of the Marcellus and Utica Shalendash Core Locations 134 net producing wells (624 MMcfed in Q4rsquo15) + 487 net undeveloped Marcellus wells + 215 net undeveloped OH Utica wells + 105 net undeveloped PA Utica

wellsndash Resilient Economics Development and operating cost declines have driven avg breakeven PV-10 to ~$215MMBtu (~15 lower than 2015) ndash Compelling Returns in Challenging Market ~30 Pre-Hedge IRRs at strip pricing(2)

Midstream is a valuable and differentiated element of the RICE storyndash 1 Gatherer in the Dry Gas Core 247000 acres(3) dedicated from 3 of the 5 most active operators in SW Appalachiandash Unique Financial Advantages ~$10B of midstream monetizations and financings to date with ~$13B of estimated remaining drop down inventory and GP Holdings with expected

future value of $10B+ndash High Growth MLP RMP expects 20 distribution growth with current asset base while maintaining 13x-15x coverage in 2016

Firm Transportation (FT) Portfolio is right-sized for Ricersquos production growth and basis outlookndash Right-Sized FT covers gt80 of 2016 production and decreases to ~60 by 2020ndash Right Exposure Expect local basis to improve from $075 in 2016 (30 of production) to $050 in 2020 (~40 of production)

Well Positioned to Navigate Environment

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million2 Strip pricing as of 21916 See Economics slide for more detailed assumptions used to generate single well economics3 Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

21 wwwriceenergycom

Healthy Balance Sheet Protected by Strong Hedge BookSUMMARY

LIQUIDITY

Ample Liquidity $14B of total liquidity YE15(1) consisting of $11bn of EampP liquidity and $300MM of RMH liquidity

Strong Balance Sheet and Financing EampP budget fully funded with cash flow and cash on hand (no dependence on drop-downs or capital markets) and ~30x levered throughout 2016

Attractive Hedge Bookndash 87 hedged in 2016 at wtd avg floor of $326MMBtundash 563 MMBtud hedged in 2017 at wtd avg floor of

$314MMBtu

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$720

$30 $50

$650

$300 $310 $640

$155 $150

$1370

$330 $360

ndash

$200

$400

$600

$800

$1000

$1200

$1400

$1600YE15 Cash amp 2016E CFO

Undrawn Facility

CapEx

Rice EampP RMH RMP

662

563

285

150

$325

$314 $316 $311

$211

$253 $261 $266

ndash

$050

$100

$150

$200

$250

$300

$350

ndash

100

200

300

400

500

600

700

2016 2017 2018 2019

Hedged Volume Avg Wtd Fixed Price HHUB Strip

HEDGE SUMMARY

LEVERAGE

BBtud $MMBtu

20x

ndash

20x 20x

30x

15x

25x 25x

ndash

05x

10x

15x

20x

25x

30x

35x

Rice EampP MidstreamHoldings

RMP Consolidated

2015 Net Debt LQA EBITDA 2016 Net Debt LQA EBITDA

RMH

18x 18x 17x

22 wwwriceenergycom

825 common

equity interest

Strategic Preferred Investment

DE

Rice Olympus

Midstream (OH

Gathering)

100 Series B Preferred Equity

($375MM invested)

75 equity interest

9175 common equity interest

41 LP Interest100 of IDRs

RMP GP(non-economic)

100 Series A Common Equity

EIG Managed Funds

Rice Midstream Holdings LLC

Strike Force Midstream(GPOR JV)

GP Holdings(IDRs and LPs)

Transaction Highlightsndash Attractive cost of capital attributable to RMHrsquos midstream assets and future

GP Valuendash RICE cash flow + preferred proceeds fully fund 2016 EampP budget with no

additional debt incurredndash Highlights significant value of embedded midstreamndash Highlights symbiotic structure of upstream and midstream

Healthy Upstream Healthy Midstream Healthy Upstream

Key Investment Termsndash $375MM preferred equity in RMH and 825 LP interest in GP Holdings

(LPs amp IDRs)ndash 8 preferred distribution 2 yrs of PIKndash Remaining return will come from 825 common equity interest in GP

Holdingsndash Use of proceeds $75MM to repay RMH outstanding borrowings and pay

related transaction fees and $300MM distributed to RICE to fund 2016 EampP budget

ndash Flexibility to execute drop strategy and make distributions to RICE

$375MM equity investment fortifies balance sheet and illuminates significant embedded midstream value

100 equity interest

100 ownership

23 wwwriceenergycom

25

47

77

114

159

23

49

83

124

173

ndash

25

50

75

100

125

150

175

200

$250 $300 $350 $400 $450Marcellus 750 Utica Dry 1000

Attractive Single Well Economics

Net Locations (3) 487 168

HHUB PV-10 Breakeven ($MMBtu) $208 $218

DRY GAS SINGLE WELL ECONOMICS

Rice continues to drive down DampC and operating costs to maximize returns Inventory currently generates ~30 returns at strip(1) HHUB PV10 breakevens of $208-$218 HHUB

__________________________Note See appendix for summary of assumptions used to generate single well IRRs 750rsquo and Utica 1000rsquo economics assume EampP is burdened by 50 of the gathering and compression fee and 50 of water completion fees (RICE owns a 41 LP interest in RMP 100 of Rice Ohio Midstream and 100 of RMP IDRs)1 Strip as of 219162 See slide titled Western Greene County Midstream Update3 Excludes ~47 wet Utica net undeveloped locations and ~105 dry-gas PA Utica net undeveloped locations

Marcellus ChangesEconomicsbull DampCft decreased by 8bull Operating amp FT costs decreased by 25bull EURft increased by 9bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Pro forma for amended gathering

agreement reclassified ~110 net locations to ldquoMarcellusrdquo given change to economics(2)

Dry Gas Utica ChangesEconomicsbull DampCft decreased by 3bull Operating amp FT costs decreased by 25bull EURft decreased by 7bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Avg lateral length increased 1Krsquo and increased

well spacing to 1Krsquo results in fewer locations

Dotted lines represent previously reported economics

NYMEX ($MMBtu)

IRR

24 wwwriceenergycom

Right-Sized Firm Transport PortfolioGrowing Exposure to an Improving Local Basis Market Right-Sized FT covers gt80 of 2016 takeaway volumes FT coverage decreases to ~60 in 2020 Right Exposure 30 of 2016 gas exposed to local markets when differentials are expected to be $075 growing to 40+ in 2020

when differentials are expected to tighten to ~$050 (1)

RICErsquoS RIGHT-SIZED FT PORTFOLIO amp ILLUSTRATIVE TAKEAWAY VOLUME GROWTH

ndash

500

1000

1500

2000

2500

3000

1115 7115 1116 7116 1117 7117 1118 7118 1119 7119 1120 7120 1121

$ MMbtuMdthd

Illustrative Takeaway Volume Range Takeaway Capacity

Base Case Details2015 2016 2017 2018 2019 2020

Exposed to App 25 30 30 15 25 40 M2 Basis ($122) ($075) ($062) ($056) ($055) ($052)

Takeaway volumes = Volumes that fill firm transportation (2)

__________________________1 Illustrative takeaway volumes assume 2016 growth in-line with guidance In 2017+ low and high volume range grow at 7 and 20 respectively Volumes beyond 2016 are for illustrative purposes only and do not constitute guidance2 Takeaway volumes = gross PA and working interest OH volumes

(1)

25 wwwriceenergycom

$380 $340 $285

$200 $285 $275

$250 $115

$80

$225

$545

$830 $740

$640

0100200300400500600700800900

2012 2013 2014 2015 2016E

$MM

PA DampC OH DampC Land

36 37 27

ndash

ndash

7 12 27

10

21

43 49

54

0

10

20

30

40

50

2012 2013 2014 2015 2016E

Wells

PA OH

2016 Guidance

_______________________Note 2014 Pro Forma for ASR transaction1 As of February 24 20162 Does not include wells from the Greene County Acquisition3 Consolidated midstream includes Rice Midstream Holdings and Rice Midstream Partners

47 127

274

552

720

ndash

ndash

0

100

200

300

400

500

600

700

800

2012 2013 2014 2015 2016E

MMcfed

Average Net Daily ProductionNet Wells Turned to Sales(2)

Midstream Capital Expenditures Daily Throughput 2016E Midstream EBITDA

$45 $150 $170 150

$150

$250

155

$45 $50

$300

$420

305

0

100

200

300

400

500

2012 2013 2014 2015 2016E

$MM

RMP Rice Midstream Holdings

61

647 800

247

400

175

401

894

1200

0

150

300

450

600

750

900

1050

1200

2012 2013 2014 2015 2016E

MDthd

RMP Rice Midstream Holdings

$115

$43

0

20

40

60

80

100

120

RMP Rice MidstreamHoldings

$MM

Published Guidance

DampC amp Land Capital Expenditures

2016E EampP GUIDANCE(1)

2016E CONSOLIDATED MIDSTREAM GUIDANCE(1)(3)

26 wwwriceenergycom

Appendix

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
Page 16: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

16 wwwriceenergycom

2015 Midstream System Statistics

__________________________1 The agreement between RICE and RMP covers approximately 93000 gross acres of the RICErsquos acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of December 31 2015 and any future acreage it acquires within these counties excluding the first

400 MDthd of RICErsquos production from approximately 19000 gross acres subject to a pre-existing third-party dedication2 Fees will be annually escalated based upon changes in the Consumer Price Index Compression fees are derived on a per stage basis3 Certain of RMPrsquos third-party contracts provided for an increase in the gathering fee RMP will receive upon completion of construction of an 18-mile 30 inch pipeline connecting its gathering system to TETCO which was completed in November 2014 Represents weighted average

based on historical throughput4 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system

based on a 9000rsquo lateral

RMP Assets

Pennsylvania Ohio

Gathering and Compression Statistics Gathering and Compression StatisticsDesign Gathering Capacity (MMDthd) gt 40 Design Gathering Capacity (MMDthd) gt 20

YE15 YE16 YE15 YE16Gas Gathering Pipeline Mileage (miles) 113 128 Gas Gathering Pipeline Mileage (miles) 54 65

Acreage Dedications Acreage DedicationsRICE(1) 93000 RICE 380003rd Party 21000 3rd Party 20000

Total Acreage Dedications 114000 Total Acreage Dedications 58000

Midstream Fees Paid by RICE to RMP ($Dth) (2) Midstream Fees Paid by RICE to RICE OH ($Dth) (2)

Gathering $030 Gathering $030Compression (per stage of compression) $007 Compression (per stage of compression) $007

3rd Party Midstream Fees ($Dth) 3rd Party Midstream Fees ($Dth)Gathering (3) $043 Gathering undisclosedCompression vairies Compression undisclosed

Water Distribution System Statistics Water Distribution System StatisticsYE15 YE15

Connected Water Sources (MMGPD) 87 Connected Water Sources (MMGPD) 107Water Services Fee Paid by RICE ($gallon)(4) $006 Water Services Fee Paid by RICE ($gallon)(4) $007

Strike Force JV

Gathering and Compression StatisticsYE15 YE16

Gas Gathering Pipeline Mileage (miles) 7 29 AMI Acreage 319000GPOR Dedicated Acreage 75000

17 wwwriceenergycom

RICE Overview

18 wwwriceenergycom

Concentrated Core Upstream Assets

__________________________1 Net undeveloped locations as of 123115 See slide entitled ldquoAdditional Disclosuresrdquo on detail regarding RICErsquos methodology for the calculation of locations2 Strip as of 1416

92000

56000

449

175

Net Acres Daily ProductionUtica Core Marcellus Core

197000

Marcellus OH Utica

624 MMcfed

Washington

Greene

Belmont

PA Utica

Deep PA Utica Core

Premier EampP Company in the Lowest Cost Gas Shale Plays

100 of assets located in the cores of the Marcellus and Utica

Valuable production base of 624 MMcfed ($12bn PD + Hedge PV10)(2)

Low breakevens of $215MMBtu across Marcellus and dry-gas OH Utica

Strong hedge and FT portfolio provides protection from downcycles

Inventory (Wells)

10 Year Inventory from Marcellus and OH Utica with

upside from PA Utica

487

215

105 143

Developed

121

18

Producing Wells

143 Wells3 Geneseo1 PA Utica

Stacked Pay on PA Acreage

49000PA Utica

19 wwwriceenergycom

647 800

247

400

175

401

894

1200

2013 2014 2015 2016E

PA OH

$043 $031 $026

$055 $038 $036

$038

$038 $038

$044

$043 $034

$180

$150 $134

2013 2014 2015LOE and Taxes FT Gathering GampA

127 274

552 720

2013 2014 2015 2016E

249 644

1015 350

662

685

599

1306

1700

2013 2014 2015

PD PUD

$2457

$1651 $1450

2014 2015 2016E

$1439 $1237 $1181 $1150

2013 2014 2015 2016E

Track Record of Low-Cost GrowthPER UNIT CASH COSTS ($MCFE) (1)UTICA DampC COSTS ($FT)MARCELLUS DampC COSTS ($FT)

MIDSTREAM THROUGHPUT (MDTHD)NET PRODUCTION (MMCFED)PROVED RESERVES (BCFE)

__________________________1 EampP segment costs RICE gathering agreements in OH and PA began in 2015 Gathering fee per Mcfe applied to 2013 and 2014 to show a comparison on apples to apples basis

20 wwwriceenergycom

2016 budget positions RICE for success in 2016 and beyondndash Focused on balance sheet and EampP returns while creating significant future midstream valuendash 2016 DampC budget maintains clean balance sheet while investing in 2017

Financial Strength ndash Healthy balance sheet ample liquidity and robust hedgesndash Healthy Balance Sheet Expect to exit 2016 at 30x leverage with no dependence on drop downs or capital marketsndash Ample Liquidity $14bn of liquidity(1) $11B EampP and $300MM RMHndash Robust amp Attractive Hedges 87 of 2016 production hedged at $326MMBtu majority of 2017 production hedged at $314MMBtu

Highly concentrated acreage position in the most economic areas of the Marcellus and Utica Shalendash Core Locations 134 net producing wells (624 MMcfed in Q4rsquo15) + 487 net undeveloped Marcellus wells + 215 net undeveloped OH Utica wells + 105 net undeveloped PA Utica

wellsndash Resilient Economics Development and operating cost declines have driven avg breakeven PV-10 to ~$215MMBtu (~15 lower than 2015) ndash Compelling Returns in Challenging Market ~30 Pre-Hedge IRRs at strip pricing(2)

Midstream is a valuable and differentiated element of the RICE storyndash 1 Gatherer in the Dry Gas Core 247000 acres(3) dedicated from 3 of the 5 most active operators in SW Appalachiandash Unique Financial Advantages ~$10B of midstream monetizations and financings to date with ~$13B of estimated remaining drop down inventory and GP Holdings with expected

future value of $10B+ndash High Growth MLP RMP expects 20 distribution growth with current asset base while maintaining 13x-15x coverage in 2016

Firm Transportation (FT) Portfolio is right-sized for Ricersquos production growth and basis outlookndash Right-Sized FT covers gt80 of 2016 production and decreases to ~60 by 2020ndash Right Exposure Expect local basis to improve from $075 in 2016 (30 of production) to $050 in 2020 (~40 of production)

Well Positioned to Navigate Environment

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million2 Strip pricing as of 21916 See Economics slide for more detailed assumptions used to generate single well economics3 Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

21 wwwriceenergycom

Healthy Balance Sheet Protected by Strong Hedge BookSUMMARY

LIQUIDITY

Ample Liquidity $14B of total liquidity YE15(1) consisting of $11bn of EampP liquidity and $300MM of RMH liquidity

Strong Balance Sheet and Financing EampP budget fully funded with cash flow and cash on hand (no dependence on drop-downs or capital markets) and ~30x levered throughout 2016

Attractive Hedge Bookndash 87 hedged in 2016 at wtd avg floor of $326MMBtundash 563 MMBtud hedged in 2017 at wtd avg floor of

$314MMBtu

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$720

$30 $50

$650

$300 $310 $640

$155 $150

$1370

$330 $360

ndash

$200

$400

$600

$800

$1000

$1200

$1400

$1600YE15 Cash amp 2016E CFO

Undrawn Facility

CapEx

Rice EampP RMH RMP

662

563

285

150

$325

$314 $316 $311

$211

$253 $261 $266

ndash

$050

$100

$150

$200

$250

$300

$350

ndash

100

200

300

400

500

600

700

2016 2017 2018 2019

Hedged Volume Avg Wtd Fixed Price HHUB Strip

HEDGE SUMMARY

LEVERAGE

BBtud $MMBtu

20x

ndash

20x 20x

30x

15x

25x 25x

ndash

05x

10x

15x

20x

25x

30x

35x

Rice EampP MidstreamHoldings

RMP Consolidated

2015 Net Debt LQA EBITDA 2016 Net Debt LQA EBITDA

RMH

18x 18x 17x

22 wwwriceenergycom

825 common

equity interest

Strategic Preferred Investment

DE

Rice Olympus

Midstream (OH

Gathering)

100 Series B Preferred Equity

($375MM invested)

75 equity interest

9175 common equity interest

41 LP Interest100 of IDRs

RMP GP(non-economic)

100 Series A Common Equity

EIG Managed Funds

Rice Midstream Holdings LLC

Strike Force Midstream(GPOR JV)

GP Holdings(IDRs and LPs)

Transaction Highlightsndash Attractive cost of capital attributable to RMHrsquos midstream assets and future

GP Valuendash RICE cash flow + preferred proceeds fully fund 2016 EampP budget with no

additional debt incurredndash Highlights significant value of embedded midstreamndash Highlights symbiotic structure of upstream and midstream

Healthy Upstream Healthy Midstream Healthy Upstream

Key Investment Termsndash $375MM preferred equity in RMH and 825 LP interest in GP Holdings

(LPs amp IDRs)ndash 8 preferred distribution 2 yrs of PIKndash Remaining return will come from 825 common equity interest in GP

Holdingsndash Use of proceeds $75MM to repay RMH outstanding borrowings and pay

related transaction fees and $300MM distributed to RICE to fund 2016 EampP budget

ndash Flexibility to execute drop strategy and make distributions to RICE

$375MM equity investment fortifies balance sheet and illuminates significant embedded midstream value

100 equity interest

100 ownership

23 wwwriceenergycom

25

47

77

114

159

23

49

83

124

173

ndash

25

50

75

100

125

150

175

200

$250 $300 $350 $400 $450Marcellus 750 Utica Dry 1000

Attractive Single Well Economics

Net Locations (3) 487 168

HHUB PV-10 Breakeven ($MMBtu) $208 $218

DRY GAS SINGLE WELL ECONOMICS

Rice continues to drive down DampC and operating costs to maximize returns Inventory currently generates ~30 returns at strip(1) HHUB PV10 breakevens of $208-$218 HHUB

__________________________Note See appendix for summary of assumptions used to generate single well IRRs 750rsquo and Utica 1000rsquo economics assume EampP is burdened by 50 of the gathering and compression fee and 50 of water completion fees (RICE owns a 41 LP interest in RMP 100 of Rice Ohio Midstream and 100 of RMP IDRs)1 Strip as of 219162 See slide titled Western Greene County Midstream Update3 Excludes ~47 wet Utica net undeveloped locations and ~105 dry-gas PA Utica net undeveloped locations

Marcellus ChangesEconomicsbull DampCft decreased by 8bull Operating amp FT costs decreased by 25bull EURft increased by 9bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Pro forma for amended gathering

agreement reclassified ~110 net locations to ldquoMarcellusrdquo given change to economics(2)

Dry Gas Utica ChangesEconomicsbull DampCft decreased by 3bull Operating amp FT costs decreased by 25bull EURft decreased by 7bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Avg lateral length increased 1Krsquo and increased

well spacing to 1Krsquo results in fewer locations

Dotted lines represent previously reported economics

NYMEX ($MMBtu)

IRR

24 wwwriceenergycom

Right-Sized Firm Transport PortfolioGrowing Exposure to an Improving Local Basis Market Right-Sized FT covers gt80 of 2016 takeaway volumes FT coverage decreases to ~60 in 2020 Right Exposure 30 of 2016 gas exposed to local markets when differentials are expected to be $075 growing to 40+ in 2020

when differentials are expected to tighten to ~$050 (1)

RICErsquoS RIGHT-SIZED FT PORTFOLIO amp ILLUSTRATIVE TAKEAWAY VOLUME GROWTH

ndash

500

1000

1500

2000

2500

3000

1115 7115 1116 7116 1117 7117 1118 7118 1119 7119 1120 7120 1121

$ MMbtuMdthd

Illustrative Takeaway Volume Range Takeaway Capacity

Base Case Details2015 2016 2017 2018 2019 2020

Exposed to App 25 30 30 15 25 40 M2 Basis ($122) ($075) ($062) ($056) ($055) ($052)

Takeaway volumes = Volumes that fill firm transportation (2)

__________________________1 Illustrative takeaway volumes assume 2016 growth in-line with guidance In 2017+ low and high volume range grow at 7 and 20 respectively Volumes beyond 2016 are for illustrative purposes only and do not constitute guidance2 Takeaway volumes = gross PA and working interest OH volumes

(1)

25 wwwriceenergycom

$380 $340 $285

$200 $285 $275

$250 $115

$80

$225

$545

$830 $740

$640

0100200300400500600700800900

2012 2013 2014 2015 2016E

$MM

PA DampC OH DampC Land

36 37 27

ndash

ndash

7 12 27

10

21

43 49

54

0

10

20

30

40

50

2012 2013 2014 2015 2016E

Wells

PA OH

2016 Guidance

_______________________Note 2014 Pro Forma for ASR transaction1 As of February 24 20162 Does not include wells from the Greene County Acquisition3 Consolidated midstream includes Rice Midstream Holdings and Rice Midstream Partners

47 127

274

552

720

ndash

ndash

0

100

200

300

400

500

600

700

800

2012 2013 2014 2015 2016E

MMcfed

Average Net Daily ProductionNet Wells Turned to Sales(2)

Midstream Capital Expenditures Daily Throughput 2016E Midstream EBITDA

$45 $150 $170 150

$150

$250

155

$45 $50

$300

$420

305

0

100

200

300

400

500

2012 2013 2014 2015 2016E

$MM

RMP Rice Midstream Holdings

61

647 800

247

400

175

401

894

1200

0

150

300

450

600

750

900

1050

1200

2012 2013 2014 2015 2016E

MDthd

RMP Rice Midstream Holdings

$115

$43

0

20

40

60

80

100

120

RMP Rice MidstreamHoldings

$MM

Published Guidance

DampC amp Land Capital Expenditures

2016E EampP GUIDANCE(1)

2016E CONSOLIDATED MIDSTREAM GUIDANCE(1)(3)

26 wwwriceenergycom

Appendix

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
Page 17: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

17 wwwriceenergycom

RICE Overview

18 wwwriceenergycom

Concentrated Core Upstream Assets

__________________________1 Net undeveloped locations as of 123115 See slide entitled ldquoAdditional Disclosuresrdquo on detail regarding RICErsquos methodology for the calculation of locations2 Strip as of 1416

92000

56000

449

175

Net Acres Daily ProductionUtica Core Marcellus Core

197000

Marcellus OH Utica

624 MMcfed

Washington

Greene

Belmont

PA Utica

Deep PA Utica Core

Premier EampP Company in the Lowest Cost Gas Shale Plays

100 of assets located in the cores of the Marcellus and Utica

Valuable production base of 624 MMcfed ($12bn PD + Hedge PV10)(2)

Low breakevens of $215MMBtu across Marcellus and dry-gas OH Utica

Strong hedge and FT portfolio provides protection from downcycles

Inventory (Wells)

10 Year Inventory from Marcellus and OH Utica with

upside from PA Utica

487

215

105 143

Developed

121

18

Producing Wells

143 Wells3 Geneseo1 PA Utica

Stacked Pay on PA Acreage

49000PA Utica

19 wwwriceenergycom

647 800

247

400

175

401

894

1200

2013 2014 2015 2016E

PA OH

$043 $031 $026

$055 $038 $036

$038

$038 $038

$044

$043 $034

$180

$150 $134

2013 2014 2015LOE and Taxes FT Gathering GampA

127 274

552 720

2013 2014 2015 2016E

249 644

1015 350

662

685

599

1306

1700

2013 2014 2015

PD PUD

$2457

$1651 $1450

2014 2015 2016E

$1439 $1237 $1181 $1150

2013 2014 2015 2016E

Track Record of Low-Cost GrowthPER UNIT CASH COSTS ($MCFE) (1)UTICA DampC COSTS ($FT)MARCELLUS DampC COSTS ($FT)

MIDSTREAM THROUGHPUT (MDTHD)NET PRODUCTION (MMCFED)PROVED RESERVES (BCFE)

__________________________1 EampP segment costs RICE gathering agreements in OH and PA began in 2015 Gathering fee per Mcfe applied to 2013 and 2014 to show a comparison on apples to apples basis

20 wwwriceenergycom

2016 budget positions RICE for success in 2016 and beyondndash Focused on balance sheet and EampP returns while creating significant future midstream valuendash 2016 DampC budget maintains clean balance sheet while investing in 2017

Financial Strength ndash Healthy balance sheet ample liquidity and robust hedgesndash Healthy Balance Sheet Expect to exit 2016 at 30x leverage with no dependence on drop downs or capital marketsndash Ample Liquidity $14bn of liquidity(1) $11B EampP and $300MM RMHndash Robust amp Attractive Hedges 87 of 2016 production hedged at $326MMBtu majority of 2017 production hedged at $314MMBtu

Highly concentrated acreage position in the most economic areas of the Marcellus and Utica Shalendash Core Locations 134 net producing wells (624 MMcfed in Q4rsquo15) + 487 net undeveloped Marcellus wells + 215 net undeveloped OH Utica wells + 105 net undeveloped PA Utica

wellsndash Resilient Economics Development and operating cost declines have driven avg breakeven PV-10 to ~$215MMBtu (~15 lower than 2015) ndash Compelling Returns in Challenging Market ~30 Pre-Hedge IRRs at strip pricing(2)

Midstream is a valuable and differentiated element of the RICE storyndash 1 Gatherer in the Dry Gas Core 247000 acres(3) dedicated from 3 of the 5 most active operators in SW Appalachiandash Unique Financial Advantages ~$10B of midstream monetizations and financings to date with ~$13B of estimated remaining drop down inventory and GP Holdings with expected

future value of $10B+ndash High Growth MLP RMP expects 20 distribution growth with current asset base while maintaining 13x-15x coverage in 2016

Firm Transportation (FT) Portfolio is right-sized for Ricersquos production growth and basis outlookndash Right-Sized FT covers gt80 of 2016 production and decreases to ~60 by 2020ndash Right Exposure Expect local basis to improve from $075 in 2016 (30 of production) to $050 in 2020 (~40 of production)

Well Positioned to Navigate Environment

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million2 Strip pricing as of 21916 See Economics slide for more detailed assumptions used to generate single well economics3 Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

21 wwwriceenergycom

Healthy Balance Sheet Protected by Strong Hedge BookSUMMARY

LIQUIDITY

Ample Liquidity $14B of total liquidity YE15(1) consisting of $11bn of EampP liquidity and $300MM of RMH liquidity

Strong Balance Sheet and Financing EampP budget fully funded with cash flow and cash on hand (no dependence on drop-downs or capital markets) and ~30x levered throughout 2016

Attractive Hedge Bookndash 87 hedged in 2016 at wtd avg floor of $326MMBtundash 563 MMBtud hedged in 2017 at wtd avg floor of

$314MMBtu

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$720

$30 $50

$650

$300 $310 $640

$155 $150

$1370

$330 $360

ndash

$200

$400

$600

$800

$1000

$1200

$1400

$1600YE15 Cash amp 2016E CFO

Undrawn Facility

CapEx

Rice EampP RMH RMP

662

563

285

150

$325

$314 $316 $311

$211

$253 $261 $266

ndash

$050

$100

$150

$200

$250

$300

$350

ndash

100

200

300

400

500

600

700

2016 2017 2018 2019

Hedged Volume Avg Wtd Fixed Price HHUB Strip

HEDGE SUMMARY

LEVERAGE

BBtud $MMBtu

20x

ndash

20x 20x

30x

15x

25x 25x

ndash

05x

10x

15x

20x

25x

30x

35x

Rice EampP MidstreamHoldings

RMP Consolidated

2015 Net Debt LQA EBITDA 2016 Net Debt LQA EBITDA

RMH

18x 18x 17x

22 wwwriceenergycom

825 common

equity interest

Strategic Preferred Investment

DE

Rice Olympus

Midstream (OH

Gathering)

100 Series B Preferred Equity

($375MM invested)

75 equity interest

9175 common equity interest

41 LP Interest100 of IDRs

RMP GP(non-economic)

100 Series A Common Equity

EIG Managed Funds

Rice Midstream Holdings LLC

Strike Force Midstream(GPOR JV)

GP Holdings(IDRs and LPs)

Transaction Highlightsndash Attractive cost of capital attributable to RMHrsquos midstream assets and future

GP Valuendash RICE cash flow + preferred proceeds fully fund 2016 EampP budget with no

additional debt incurredndash Highlights significant value of embedded midstreamndash Highlights symbiotic structure of upstream and midstream

Healthy Upstream Healthy Midstream Healthy Upstream

Key Investment Termsndash $375MM preferred equity in RMH and 825 LP interest in GP Holdings

(LPs amp IDRs)ndash 8 preferred distribution 2 yrs of PIKndash Remaining return will come from 825 common equity interest in GP

Holdingsndash Use of proceeds $75MM to repay RMH outstanding borrowings and pay

related transaction fees and $300MM distributed to RICE to fund 2016 EampP budget

ndash Flexibility to execute drop strategy and make distributions to RICE

$375MM equity investment fortifies balance sheet and illuminates significant embedded midstream value

100 equity interest

100 ownership

23 wwwriceenergycom

25

47

77

114

159

23

49

83

124

173

ndash

25

50

75

100

125

150

175

200

$250 $300 $350 $400 $450Marcellus 750 Utica Dry 1000

Attractive Single Well Economics

Net Locations (3) 487 168

HHUB PV-10 Breakeven ($MMBtu) $208 $218

DRY GAS SINGLE WELL ECONOMICS

Rice continues to drive down DampC and operating costs to maximize returns Inventory currently generates ~30 returns at strip(1) HHUB PV10 breakevens of $208-$218 HHUB

__________________________Note See appendix for summary of assumptions used to generate single well IRRs 750rsquo and Utica 1000rsquo economics assume EampP is burdened by 50 of the gathering and compression fee and 50 of water completion fees (RICE owns a 41 LP interest in RMP 100 of Rice Ohio Midstream and 100 of RMP IDRs)1 Strip as of 219162 See slide titled Western Greene County Midstream Update3 Excludes ~47 wet Utica net undeveloped locations and ~105 dry-gas PA Utica net undeveloped locations

Marcellus ChangesEconomicsbull DampCft decreased by 8bull Operating amp FT costs decreased by 25bull EURft increased by 9bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Pro forma for amended gathering

agreement reclassified ~110 net locations to ldquoMarcellusrdquo given change to economics(2)

Dry Gas Utica ChangesEconomicsbull DampCft decreased by 3bull Operating amp FT costs decreased by 25bull EURft decreased by 7bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Avg lateral length increased 1Krsquo and increased

well spacing to 1Krsquo results in fewer locations

Dotted lines represent previously reported economics

NYMEX ($MMBtu)

IRR

24 wwwriceenergycom

Right-Sized Firm Transport PortfolioGrowing Exposure to an Improving Local Basis Market Right-Sized FT covers gt80 of 2016 takeaway volumes FT coverage decreases to ~60 in 2020 Right Exposure 30 of 2016 gas exposed to local markets when differentials are expected to be $075 growing to 40+ in 2020

when differentials are expected to tighten to ~$050 (1)

RICErsquoS RIGHT-SIZED FT PORTFOLIO amp ILLUSTRATIVE TAKEAWAY VOLUME GROWTH

ndash

500

1000

1500

2000

2500

3000

1115 7115 1116 7116 1117 7117 1118 7118 1119 7119 1120 7120 1121

$ MMbtuMdthd

Illustrative Takeaway Volume Range Takeaway Capacity

Base Case Details2015 2016 2017 2018 2019 2020

Exposed to App 25 30 30 15 25 40 M2 Basis ($122) ($075) ($062) ($056) ($055) ($052)

Takeaway volumes = Volumes that fill firm transportation (2)

__________________________1 Illustrative takeaway volumes assume 2016 growth in-line with guidance In 2017+ low and high volume range grow at 7 and 20 respectively Volumes beyond 2016 are for illustrative purposes only and do not constitute guidance2 Takeaway volumes = gross PA and working interest OH volumes

(1)

25 wwwriceenergycom

$380 $340 $285

$200 $285 $275

$250 $115

$80

$225

$545

$830 $740

$640

0100200300400500600700800900

2012 2013 2014 2015 2016E

$MM

PA DampC OH DampC Land

36 37 27

ndash

ndash

7 12 27

10

21

43 49

54

0

10

20

30

40

50

2012 2013 2014 2015 2016E

Wells

PA OH

2016 Guidance

_______________________Note 2014 Pro Forma for ASR transaction1 As of February 24 20162 Does not include wells from the Greene County Acquisition3 Consolidated midstream includes Rice Midstream Holdings and Rice Midstream Partners

47 127

274

552

720

ndash

ndash

0

100

200

300

400

500

600

700

800

2012 2013 2014 2015 2016E

MMcfed

Average Net Daily ProductionNet Wells Turned to Sales(2)

Midstream Capital Expenditures Daily Throughput 2016E Midstream EBITDA

$45 $150 $170 150

$150

$250

155

$45 $50

$300

$420

305

0

100

200

300

400

500

2012 2013 2014 2015 2016E

$MM

RMP Rice Midstream Holdings

61

647 800

247

400

175

401

894

1200

0

150

300

450

600

750

900

1050

1200

2012 2013 2014 2015 2016E

MDthd

RMP Rice Midstream Holdings

$115

$43

0

20

40

60

80

100

120

RMP Rice MidstreamHoldings

$MM

Published Guidance

DampC amp Land Capital Expenditures

2016E EampP GUIDANCE(1)

2016E CONSOLIDATED MIDSTREAM GUIDANCE(1)(3)

26 wwwriceenergycom

Appendix

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
Page 18: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

18 wwwriceenergycom

Concentrated Core Upstream Assets

__________________________1 Net undeveloped locations as of 123115 See slide entitled ldquoAdditional Disclosuresrdquo on detail regarding RICErsquos methodology for the calculation of locations2 Strip as of 1416

92000

56000

449

175

Net Acres Daily ProductionUtica Core Marcellus Core

197000

Marcellus OH Utica

624 MMcfed

Washington

Greene

Belmont

PA Utica

Deep PA Utica Core

Premier EampP Company in the Lowest Cost Gas Shale Plays

100 of assets located in the cores of the Marcellus and Utica

Valuable production base of 624 MMcfed ($12bn PD + Hedge PV10)(2)

Low breakevens of $215MMBtu across Marcellus and dry-gas OH Utica

Strong hedge and FT portfolio provides protection from downcycles

Inventory (Wells)

10 Year Inventory from Marcellus and OH Utica with

upside from PA Utica

487

215

105 143

Developed

121

18

Producing Wells

143 Wells3 Geneseo1 PA Utica

Stacked Pay on PA Acreage

49000PA Utica

19 wwwriceenergycom

647 800

247

400

175

401

894

1200

2013 2014 2015 2016E

PA OH

$043 $031 $026

$055 $038 $036

$038

$038 $038

$044

$043 $034

$180

$150 $134

2013 2014 2015LOE and Taxes FT Gathering GampA

127 274

552 720

2013 2014 2015 2016E

249 644

1015 350

662

685

599

1306

1700

2013 2014 2015

PD PUD

$2457

$1651 $1450

2014 2015 2016E

$1439 $1237 $1181 $1150

2013 2014 2015 2016E

Track Record of Low-Cost GrowthPER UNIT CASH COSTS ($MCFE) (1)UTICA DampC COSTS ($FT)MARCELLUS DampC COSTS ($FT)

MIDSTREAM THROUGHPUT (MDTHD)NET PRODUCTION (MMCFED)PROVED RESERVES (BCFE)

__________________________1 EampP segment costs RICE gathering agreements in OH and PA began in 2015 Gathering fee per Mcfe applied to 2013 and 2014 to show a comparison on apples to apples basis

20 wwwriceenergycom

2016 budget positions RICE for success in 2016 and beyondndash Focused on balance sheet and EampP returns while creating significant future midstream valuendash 2016 DampC budget maintains clean balance sheet while investing in 2017

Financial Strength ndash Healthy balance sheet ample liquidity and robust hedgesndash Healthy Balance Sheet Expect to exit 2016 at 30x leverage with no dependence on drop downs or capital marketsndash Ample Liquidity $14bn of liquidity(1) $11B EampP and $300MM RMHndash Robust amp Attractive Hedges 87 of 2016 production hedged at $326MMBtu majority of 2017 production hedged at $314MMBtu

Highly concentrated acreage position in the most economic areas of the Marcellus and Utica Shalendash Core Locations 134 net producing wells (624 MMcfed in Q4rsquo15) + 487 net undeveloped Marcellus wells + 215 net undeveloped OH Utica wells + 105 net undeveloped PA Utica

wellsndash Resilient Economics Development and operating cost declines have driven avg breakeven PV-10 to ~$215MMBtu (~15 lower than 2015) ndash Compelling Returns in Challenging Market ~30 Pre-Hedge IRRs at strip pricing(2)

Midstream is a valuable and differentiated element of the RICE storyndash 1 Gatherer in the Dry Gas Core 247000 acres(3) dedicated from 3 of the 5 most active operators in SW Appalachiandash Unique Financial Advantages ~$10B of midstream monetizations and financings to date with ~$13B of estimated remaining drop down inventory and GP Holdings with expected

future value of $10B+ndash High Growth MLP RMP expects 20 distribution growth with current asset base while maintaining 13x-15x coverage in 2016

Firm Transportation (FT) Portfolio is right-sized for Ricersquos production growth and basis outlookndash Right-Sized FT covers gt80 of 2016 production and decreases to ~60 by 2020ndash Right Exposure Expect local basis to improve from $075 in 2016 (30 of production) to $050 in 2020 (~40 of production)

Well Positioned to Navigate Environment

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million2 Strip pricing as of 21916 See Economics slide for more detailed assumptions used to generate single well economics3 Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

21 wwwriceenergycom

Healthy Balance Sheet Protected by Strong Hedge BookSUMMARY

LIQUIDITY

Ample Liquidity $14B of total liquidity YE15(1) consisting of $11bn of EampP liquidity and $300MM of RMH liquidity

Strong Balance Sheet and Financing EampP budget fully funded with cash flow and cash on hand (no dependence on drop-downs or capital markets) and ~30x levered throughout 2016

Attractive Hedge Bookndash 87 hedged in 2016 at wtd avg floor of $326MMBtundash 563 MMBtud hedged in 2017 at wtd avg floor of

$314MMBtu

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$720

$30 $50

$650

$300 $310 $640

$155 $150

$1370

$330 $360

ndash

$200

$400

$600

$800

$1000

$1200

$1400

$1600YE15 Cash amp 2016E CFO

Undrawn Facility

CapEx

Rice EampP RMH RMP

662

563

285

150

$325

$314 $316 $311

$211

$253 $261 $266

ndash

$050

$100

$150

$200

$250

$300

$350

ndash

100

200

300

400

500

600

700

2016 2017 2018 2019

Hedged Volume Avg Wtd Fixed Price HHUB Strip

HEDGE SUMMARY

LEVERAGE

BBtud $MMBtu

20x

ndash

20x 20x

30x

15x

25x 25x

ndash

05x

10x

15x

20x

25x

30x

35x

Rice EampP MidstreamHoldings

RMP Consolidated

2015 Net Debt LQA EBITDA 2016 Net Debt LQA EBITDA

RMH

18x 18x 17x

22 wwwriceenergycom

825 common

equity interest

Strategic Preferred Investment

DE

Rice Olympus

Midstream (OH

Gathering)

100 Series B Preferred Equity

($375MM invested)

75 equity interest

9175 common equity interest

41 LP Interest100 of IDRs

RMP GP(non-economic)

100 Series A Common Equity

EIG Managed Funds

Rice Midstream Holdings LLC

Strike Force Midstream(GPOR JV)

GP Holdings(IDRs and LPs)

Transaction Highlightsndash Attractive cost of capital attributable to RMHrsquos midstream assets and future

GP Valuendash RICE cash flow + preferred proceeds fully fund 2016 EampP budget with no

additional debt incurredndash Highlights significant value of embedded midstreamndash Highlights symbiotic structure of upstream and midstream

Healthy Upstream Healthy Midstream Healthy Upstream

Key Investment Termsndash $375MM preferred equity in RMH and 825 LP interest in GP Holdings

(LPs amp IDRs)ndash 8 preferred distribution 2 yrs of PIKndash Remaining return will come from 825 common equity interest in GP

Holdingsndash Use of proceeds $75MM to repay RMH outstanding borrowings and pay

related transaction fees and $300MM distributed to RICE to fund 2016 EampP budget

ndash Flexibility to execute drop strategy and make distributions to RICE

$375MM equity investment fortifies balance sheet and illuminates significant embedded midstream value

100 equity interest

100 ownership

23 wwwriceenergycom

25

47

77

114

159

23

49

83

124

173

ndash

25

50

75

100

125

150

175

200

$250 $300 $350 $400 $450Marcellus 750 Utica Dry 1000

Attractive Single Well Economics

Net Locations (3) 487 168

HHUB PV-10 Breakeven ($MMBtu) $208 $218

DRY GAS SINGLE WELL ECONOMICS

Rice continues to drive down DampC and operating costs to maximize returns Inventory currently generates ~30 returns at strip(1) HHUB PV10 breakevens of $208-$218 HHUB

__________________________Note See appendix for summary of assumptions used to generate single well IRRs 750rsquo and Utica 1000rsquo economics assume EampP is burdened by 50 of the gathering and compression fee and 50 of water completion fees (RICE owns a 41 LP interest in RMP 100 of Rice Ohio Midstream and 100 of RMP IDRs)1 Strip as of 219162 See slide titled Western Greene County Midstream Update3 Excludes ~47 wet Utica net undeveloped locations and ~105 dry-gas PA Utica net undeveloped locations

Marcellus ChangesEconomicsbull DampCft decreased by 8bull Operating amp FT costs decreased by 25bull EURft increased by 9bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Pro forma for amended gathering

agreement reclassified ~110 net locations to ldquoMarcellusrdquo given change to economics(2)

Dry Gas Utica ChangesEconomicsbull DampCft decreased by 3bull Operating amp FT costs decreased by 25bull EURft decreased by 7bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Avg lateral length increased 1Krsquo and increased

well spacing to 1Krsquo results in fewer locations

Dotted lines represent previously reported economics

NYMEX ($MMBtu)

IRR

24 wwwriceenergycom

Right-Sized Firm Transport PortfolioGrowing Exposure to an Improving Local Basis Market Right-Sized FT covers gt80 of 2016 takeaway volumes FT coverage decreases to ~60 in 2020 Right Exposure 30 of 2016 gas exposed to local markets when differentials are expected to be $075 growing to 40+ in 2020

when differentials are expected to tighten to ~$050 (1)

RICErsquoS RIGHT-SIZED FT PORTFOLIO amp ILLUSTRATIVE TAKEAWAY VOLUME GROWTH

ndash

500

1000

1500

2000

2500

3000

1115 7115 1116 7116 1117 7117 1118 7118 1119 7119 1120 7120 1121

$ MMbtuMdthd

Illustrative Takeaway Volume Range Takeaway Capacity

Base Case Details2015 2016 2017 2018 2019 2020

Exposed to App 25 30 30 15 25 40 M2 Basis ($122) ($075) ($062) ($056) ($055) ($052)

Takeaway volumes = Volumes that fill firm transportation (2)

__________________________1 Illustrative takeaway volumes assume 2016 growth in-line with guidance In 2017+ low and high volume range grow at 7 and 20 respectively Volumes beyond 2016 are for illustrative purposes only and do not constitute guidance2 Takeaway volumes = gross PA and working interest OH volumes

(1)

25 wwwriceenergycom

$380 $340 $285

$200 $285 $275

$250 $115

$80

$225

$545

$830 $740

$640

0100200300400500600700800900

2012 2013 2014 2015 2016E

$MM

PA DampC OH DampC Land

36 37 27

ndash

ndash

7 12 27

10

21

43 49

54

0

10

20

30

40

50

2012 2013 2014 2015 2016E

Wells

PA OH

2016 Guidance

_______________________Note 2014 Pro Forma for ASR transaction1 As of February 24 20162 Does not include wells from the Greene County Acquisition3 Consolidated midstream includes Rice Midstream Holdings and Rice Midstream Partners

47 127

274

552

720

ndash

ndash

0

100

200

300

400

500

600

700

800

2012 2013 2014 2015 2016E

MMcfed

Average Net Daily ProductionNet Wells Turned to Sales(2)

Midstream Capital Expenditures Daily Throughput 2016E Midstream EBITDA

$45 $150 $170 150

$150

$250

155

$45 $50

$300

$420

305

0

100

200

300

400

500

2012 2013 2014 2015 2016E

$MM

RMP Rice Midstream Holdings

61

647 800

247

400

175

401

894

1200

0

150

300

450

600

750

900

1050

1200

2012 2013 2014 2015 2016E

MDthd

RMP Rice Midstream Holdings

$115

$43

0

20

40

60

80

100

120

RMP Rice MidstreamHoldings

$MM

Published Guidance

DampC amp Land Capital Expenditures

2016E EampP GUIDANCE(1)

2016E CONSOLIDATED MIDSTREAM GUIDANCE(1)(3)

26 wwwriceenergycom

Appendix

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
Page 19: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

19 wwwriceenergycom

647 800

247

400

175

401

894

1200

2013 2014 2015 2016E

PA OH

$043 $031 $026

$055 $038 $036

$038

$038 $038

$044

$043 $034

$180

$150 $134

2013 2014 2015LOE and Taxes FT Gathering GampA

127 274

552 720

2013 2014 2015 2016E

249 644

1015 350

662

685

599

1306

1700

2013 2014 2015

PD PUD

$2457

$1651 $1450

2014 2015 2016E

$1439 $1237 $1181 $1150

2013 2014 2015 2016E

Track Record of Low-Cost GrowthPER UNIT CASH COSTS ($MCFE) (1)UTICA DampC COSTS ($FT)MARCELLUS DampC COSTS ($FT)

MIDSTREAM THROUGHPUT (MDTHD)NET PRODUCTION (MMCFED)PROVED RESERVES (BCFE)

__________________________1 EampP segment costs RICE gathering agreements in OH and PA began in 2015 Gathering fee per Mcfe applied to 2013 and 2014 to show a comparison on apples to apples basis

20 wwwriceenergycom

2016 budget positions RICE for success in 2016 and beyondndash Focused on balance sheet and EampP returns while creating significant future midstream valuendash 2016 DampC budget maintains clean balance sheet while investing in 2017

Financial Strength ndash Healthy balance sheet ample liquidity and robust hedgesndash Healthy Balance Sheet Expect to exit 2016 at 30x leverage with no dependence on drop downs or capital marketsndash Ample Liquidity $14bn of liquidity(1) $11B EampP and $300MM RMHndash Robust amp Attractive Hedges 87 of 2016 production hedged at $326MMBtu majority of 2017 production hedged at $314MMBtu

Highly concentrated acreage position in the most economic areas of the Marcellus and Utica Shalendash Core Locations 134 net producing wells (624 MMcfed in Q4rsquo15) + 487 net undeveloped Marcellus wells + 215 net undeveloped OH Utica wells + 105 net undeveloped PA Utica

wellsndash Resilient Economics Development and operating cost declines have driven avg breakeven PV-10 to ~$215MMBtu (~15 lower than 2015) ndash Compelling Returns in Challenging Market ~30 Pre-Hedge IRRs at strip pricing(2)

Midstream is a valuable and differentiated element of the RICE storyndash 1 Gatherer in the Dry Gas Core 247000 acres(3) dedicated from 3 of the 5 most active operators in SW Appalachiandash Unique Financial Advantages ~$10B of midstream monetizations and financings to date with ~$13B of estimated remaining drop down inventory and GP Holdings with expected

future value of $10B+ndash High Growth MLP RMP expects 20 distribution growth with current asset base while maintaining 13x-15x coverage in 2016

Firm Transportation (FT) Portfolio is right-sized for Ricersquos production growth and basis outlookndash Right-Sized FT covers gt80 of 2016 production and decreases to ~60 by 2020ndash Right Exposure Expect local basis to improve from $075 in 2016 (30 of production) to $050 in 2020 (~40 of production)

Well Positioned to Navigate Environment

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million2 Strip pricing as of 21916 See Economics slide for more detailed assumptions used to generate single well economics3 Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

21 wwwriceenergycom

Healthy Balance Sheet Protected by Strong Hedge BookSUMMARY

LIQUIDITY

Ample Liquidity $14B of total liquidity YE15(1) consisting of $11bn of EampP liquidity and $300MM of RMH liquidity

Strong Balance Sheet and Financing EampP budget fully funded with cash flow and cash on hand (no dependence on drop-downs or capital markets) and ~30x levered throughout 2016

Attractive Hedge Bookndash 87 hedged in 2016 at wtd avg floor of $326MMBtundash 563 MMBtud hedged in 2017 at wtd avg floor of

$314MMBtu

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$720

$30 $50

$650

$300 $310 $640

$155 $150

$1370

$330 $360

ndash

$200

$400

$600

$800

$1000

$1200

$1400

$1600YE15 Cash amp 2016E CFO

Undrawn Facility

CapEx

Rice EampP RMH RMP

662

563

285

150

$325

$314 $316 $311

$211

$253 $261 $266

ndash

$050

$100

$150

$200

$250

$300

$350

ndash

100

200

300

400

500

600

700

2016 2017 2018 2019

Hedged Volume Avg Wtd Fixed Price HHUB Strip

HEDGE SUMMARY

LEVERAGE

BBtud $MMBtu

20x

ndash

20x 20x

30x

15x

25x 25x

ndash

05x

10x

15x

20x

25x

30x

35x

Rice EampP MidstreamHoldings

RMP Consolidated

2015 Net Debt LQA EBITDA 2016 Net Debt LQA EBITDA

RMH

18x 18x 17x

22 wwwriceenergycom

825 common

equity interest

Strategic Preferred Investment

DE

Rice Olympus

Midstream (OH

Gathering)

100 Series B Preferred Equity

($375MM invested)

75 equity interest

9175 common equity interest

41 LP Interest100 of IDRs

RMP GP(non-economic)

100 Series A Common Equity

EIG Managed Funds

Rice Midstream Holdings LLC

Strike Force Midstream(GPOR JV)

GP Holdings(IDRs and LPs)

Transaction Highlightsndash Attractive cost of capital attributable to RMHrsquos midstream assets and future

GP Valuendash RICE cash flow + preferred proceeds fully fund 2016 EampP budget with no

additional debt incurredndash Highlights significant value of embedded midstreamndash Highlights symbiotic structure of upstream and midstream

Healthy Upstream Healthy Midstream Healthy Upstream

Key Investment Termsndash $375MM preferred equity in RMH and 825 LP interest in GP Holdings

(LPs amp IDRs)ndash 8 preferred distribution 2 yrs of PIKndash Remaining return will come from 825 common equity interest in GP

Holdingsndash Use of proceeds $75MM to repay RMH outstanding borrowings and pay

related transaction fees and $300MM distributed to RICE to fund 2016 EampP budget

ndash Flexibility to execute drop strategy and make distributions to RICE

$375MM equity investment fortifies balance sheet and illuminates significant embedded midstream value

100 equity interest

100 ownership

23 wwwriceenergycom

25

47

77

114

159

23

49

83

124

173

ndash

25

50

75

100

125

150

175

200

$250 $300 $350 $400 $450Marcellus 750 Utica Dry 1000

Attractive Single Well Economics

Net Locations (3) 487 168

HHUB PV-10 Breakeven ($MMBtu) $208 $218

DRY GAS SINGLE WELL ECONOMICS

Rice continues to drive down DampC and operating costs to maximize returns Inventory currently generates ~30 returns at strip(1) HHUB PV10 breakevens of $208-$218 HHUB

__________________________Note See appendix for summary of assumptions used to generate single well IRRs 750rsquo and Utica 1000rsquo economics assume EampP is burdened by 50 of the gathering and compression fee and 50 of water completion fees (RICE owns a 41 LP interest in RMP 100 of Rice Ohio Midstream and 100 of RMP IDRs)1 Strip as of 219162 See slide titled Western Greene County Midstream Update3 Excludes ~47 wet Utica net undeveloped locations and ~105 dry-gas PA Utica net undeveloped locations

Marcellus ChangesEconomicsbull DampCft decreased by 8bull Operating amp FT costs decreased by 25bull EURft increased by 9bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Pro forma for amended gathering

agreement reclassified ~110 net locations to ldquoMarcellusrdquo given change to economics(2)

Dry Gas Utica ChangesEconomicsbull DampCft decreased by 3bull Operating amp FT costs decreased by 25bull EURft decreased by 7bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Avg lateral length increased 1Krsquo and increased

well spacing to 1Krsquo results in fewer locations

Dotted lines represent previously reported economics

NYMEX ($MMBtu)

IRR

24 wwwriceenergycom

Right-Sized Firm Transport PortfolioGrowing Exposure to an Improving Local Basis Market Right-Sized FT covers gt80 of 2016 takeaway volumes FT coverage decreases to ~60 in 2020 Right Exposure 30 of 2016 gas exposed to local markets when differentials are expected to be $075 growing to 40+ in 2020

when differentials are expected to tighten to ~$050 (1)

RICErsquoS RIGHT-SIZED FT PORTFOLIO amp ILLUSTRATIVE TAKEAWAY VOLUME GROWTH

ndash

500

1000

1500

2000

2500

3000

1115 7115 1116 7116 1117 7117 1118 7118 1119 7119 1120 7120 1121

$ MMbtuMdthd

Illustrative Takeaway Volume Range Takeaway Capacity

Base Case Details2015 2016 2017 2018 2019 2020

Exposed to App 25 30 30 15 25 40 M2 Basis ($122) ($075) ($062) ($056) ($055) ($052)

Takeaway volumes = Volumes that fill firm transportation (2)

__________________________1 Illustrative takeaway volumes assume 2016 growth in-line with guidance In 2017+ low and high volume range grow at 7 and 20 respectively Volumes beyond 2016 are for illustrative purposes only and do not constitute guidance2 Takeaway volumes = gross PA and working interest OH volumes

(1)

25 wwwriceenergycom

$380 $340 $285

$200 $285 $275

$250 $115

$80

$225

$545

$830 $740

$640

0100200300400500600700800900

2012 2013 2014 2015 2016E

$MM

PA DampC OH DampC Land

36 37 27

ndash

ndash

7 12 27

10

21

43 49

54

0

10

20

30

40

50

2012 2013 2014 2015 2016E

Wells

PA OH

2016 Guidance

_______________________Note 2014 Pro Forma for ASR transaction1 As of February 24 20162 Does not include wells from the Greene County Acquisition3 Consolidated midstream includes Rice Midstream Holdings and Rice Midstream Partners

47 127

274

552

720

ndash

ndash

0

100

200

300

400

500

600

700

800

2012 2013 2014 2015 2016E

MMcfed

Average Net Daily ProductionNet Wells Turned to Sales(2)

Midstream Capital Expenditures Daily Throughput 2016E Midstream EBITDA

$45 $150 $170 150

$150

$250

155

$45 $50

$300

$420

305

0

100

200

300

400

500

2012 2013 2014 2015 2016E

$MM

RMP Rice Midstream Holdings

61

647 800

247

400

175

401

894

1200

0

150

300

450

600

750

900

1050

1200

2012 2013 2014 2015 2016E

MDthd

RMP Rice Midstream Holdings

$115

$43

0

20

40

60

80

100

120

RMP Rice MidstreamHoldings

$MM

Published Guidance

DampC amp Land Capital Expenditures

2016E EampP GUIDANCE(1)

2016E CONSOLIDATED MIDSTREAM GUIDANCE(1)(3)

26 wwwriceenergycom

Appendix

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
Page 20: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

20 wwwriceenergycom

2016 budget positions RICE for success in 2016 and beyondndash Focused on balance sheet and EampP returns while creating significant future midstream valuendash 2016 DampC budget maintains clean balance sheet while investing in 2017

Financial Strength ndash Healthy balance sheet ample liquidity and robust hedgesndash Healthy Balance Sheet Expect to exit 2016 at 30x leverage with no dependence on drop downs or capital marketsndash Ample Liquidity $14bn of liquidity(1) $11B EampP and $300MM RMHndash Robust amp Attractive Hedges 87 of 2016 production hedged at $326MMBtu majority of 2017 production hedged at $314MMBtu

Highly concentrated acreage position in the most economic areas of the Marcellus and Utica Shalendash Core Locations 134 net producing wells (624 MMcfed in Q4rsquo15) + 487 net undeveloped Marcellus wells + 215 net undeveloped OH Utica wells + 105 net undeveloped PA Utica

wellsndash Resilient Economics Development and operating cost declines have driven avg breakeven PV-10 to ~$215MMBtu (~15 lower than 2015) ndash Compelling Returns in Challenging Market ~30 Pre-Hedge IRRs at strip pricing(2)

Midstream is a valuable and differentiated element of the RICE storyndash 1 Gatherer in the Dry Gas Core 247000 acres(3) dedicated from 3 of the 5 most active operators in SW Appalachiandash Unique Financial Advantages ~$10B of midstream monetizations and financings to date with ~$13B of estimated remaining drop down inventory and GP Holdings with expected

future value of $10B+ndash High Growth MLP RMP expects 20 distribution growth with current asset base while maintaining 13x-15x coverage in 2016

Firm Transportation (FT) Portfolio is right-sized for Ricersquos production growth and basis outlookndash Right-Sized FT covers gt80 of 2016 production and decreases to ~60 by 2020ndash Right Exposure Expect local basis to improve from $075 in 2016 (30 of production) to $050 in 2020 (~40 of production)

Well Positioned to Navigate Environment

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million2 Strip pricing as of 21916 See Economics slide for more detailed assumptions used to generate single well economics3 Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT

21 wwwriceenergycom

Healthy Balance Sheet Protected by Strong Hedge BookSUMMARY

LIQUIDITY

Ample Liquidity $14B of total liquidity YE15(1) consisting of $11bn of EampP liquidity and $300MM of RMH liquidity

Strong Balance Sheet and Financing EampP budget fully funded with cash flow and cash on hand (no dependence on drop-downs or capital markets) and ~30x levered throughout 2016

Attractive Hedge Bookndash 87 hedged in 2016 at wtd avg floor of $326MMBtundash 563 MMBtud hedged in 2017 at wtd avg floor of

$314MMBtu

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$720

$30 $50

$650

$300 $310 $640

$155 $150

$1370

$330 $360

ndash

$200

$400

$600

$800

$1000

$1200

$1400

$1600YE15 Cash amp 2016E CFO

Undrawn Facility

CapEx

Rice EampP RMH RMP

662

563

285

150

$325

$314 $316 $311

$211

$253 $261 $266

ndash

$050

$100

$150

$200

$250

$300

$350

ndash

100

200

300

400

500

600

700

2016 2017 2018 2019

Hedged Volume Avg Wtd Fixed Price HHUB Strip

HEDGE SUMMARY

LEVERAGE

BBtud $MMBtu

20x

ndash

20x 20x

30x

15x

25x 25x

ndash

05x

10x

15x

20x

25x

30x

35x

Rice EampP MidstreamHoldings

RMP Consolidated

2015 Net Debt LQA EBITDA 2016 Net Debt LQA EBITDA

RMH

18x 18x 17x

22 wwwriceenergycom

825 common

equity interest

Strategic Preferred Investment

DE

Rice Olympus

Midstream (OH

Gathering)

100 Series B Preferred Equity

($375MM invested)

75 equity interest

9175 common equity interest

41 LP Interest100 of IDRs

RMP GP(non-economic)

100 Series A Common Equity

EIG Managed Funds

Rice Midstream Holdings LLC

Strike Force Midstream(GPOR JV)

GP Holdings(IDRs and LPs)

Transaction Highlightsndash Attractive cost of capital attributable to RMHrsquos midstream assets and future

GP Valuendash RICE cash flow + preferred proceeds fully fund 2016 EampP budget with no

additional debt incurredndash Highlights significant value of embedded midstreamndash Highlights symbiotic structure of upstream and midstream

Healthy Upstream Healthy Midstream Healthy Upstream

Key Investment Termsndash $375MM preferred equity in RMH and 825 LP interest in GP Holdings

(LPs amp IDRs)ndash 8 preferred distribution 2 yrs of PIKndash Remaining return will come from 825 common equity interest in GP

Holdingsndash Use of proceeds $75MM to repay RMH outstanding borrowings and pay

related transaction fees and $300MM distributed to RICE to fund 2016 EampP budget

ndash Flexibility to execute drop strategy and make distributions to RICE

$375MM equity investment fortifies balance sheet and illuminates significant embedded midstream value

100 equity interest

100 ownership

23 wwwriceenergycom

25

47

77

114

159

23

49

83

124

173

ndash

25

50

75

100

125

150

175

200

$250 $300 $350 $400 $450Marcellus 750 Utica Dry 1000

Attractive Single Well Economics

Net Locations (3) 487 168

HHUB PV-10 Breakeven ($MMBtu) $208 $218

DRY GAS SINGLE WELL ECONOMICS

Rice continues to drive down DampC and operating costs to maximize returns Inventory currently generates ~30 returns at strip(1) HHUB PV10 breakevens of $208-$218 HHUB

__________________________Note See appendix for summary of assumptions used to generate single well IRRs 750rsquo and Utica 1000rsquo economics assume EampP is burdened by 50 of the gathering and compression fee and 50 of water completion fees (RICE owns a 41 LP interest in RMP 100 of Rice Ohio Midstream and 100 of RMP IDRs)1 Strip as of 219162 See slide titled Western Greene County Midstream Update3 Excludes ~47 wet Utica net undeveloped locations and ~105 dry-gas PA Utica net undeveloped locations

Marcellus ChangesEconomicsbull DampCft decreased by 8bull Operating amp FT costs decreased by 25bull EURft increased by 9bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Pro forma for amended gathering

agreement reclassified ~110 net locations to ldquoMarcellusrdquo given change to economics(2)

Dry Gas Utica ChangesEconomicsbull DampCft decreased by 3bull Operating amp FT costs decreased by 25bull EURft decreased by 7bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Avg lateral length increased 1Krsquo and increased

well spacing to 1Krsquo results in fewer locations

Dotted lines represent previously reported economics

NYMEX ($MMBtu)

IRR

24 wwwriceenergycom

Right-Sized Firm Transport PortfolioGrowing Exposure to an Improving Local Basis Market Right-Sized FT covers gt80 of 2016 takeaway volumes FT coverage decreases to ~60 in 2020 Right Exposure 30 of 2016 gas exposed to local markets when differentials are expected to be $075 growing to 40+ in 2020

when differentials are expected to tighten to ~$050 (1)

RICErsquoS RIGHT-SIZED FT PORTFOLIO amp ILLUSTRATIVE TAKEAWAY VOLUME GROWTH

ndash

500

1000

1500

2000

2500

3000

1115 7115 1116 7116 1117 7117 1118 7118 1119 7119 1120 7120 1121

$ MMbtuMdthd

Illustrative Takeaway Volume Range Takeaway Capacity

Base Case Details2015 2016 2017 2018 2019 2020

Exposed to App 25 30 30 15 25 40 M2 Basis ($122) ($075) ($062) ($056) ($055) ($052)

Takeaway volumes = Volumes that fill firm transportation (2)

__________________________1 Illustrative takeaway volumes assume 2016 growth in-line with guidance In 2017+ low and high volume range grow at 7 and 20 respectively Volumes beyond 2016 are for illustrative purposes only and do not constitute guidance2 Takeaway volumes = gross PA and working interest OH volumes

(1)

25 wwwriceenergycom

$380 $340 $285

$200 $285 $275

$250 $115

$80

$225

$545

$830 $740

$640

0100200300400500600700800900

2012 2013 2014 2015 2016E

$MM

PA DampC OH DampC Land

36 37 27

ndash

ndash

7 12 27

10

21

43 49

54

0

10

20

30

40

50

2012 2013 2014 2015 2016E

Wells

PA OH

2016 Guidance

_______________________Note 2014 Pro Forma for ASR transaction1 As of February 24 20162 Does not include wells from the Greene County Acquisition3 Consolidated midstream includes Rice Midstream Holdings and Rice Midstream Partners

47 127

274

552

720

ndash

ndash

0

100

200

300

400

500

600

700

800

2012 2013 2014 2015 2016E

MMcfed

Average Net Daily ProductionNet Wells Turned to Sales(2)

Midstream Capital Expenditures Daily Throughput 2016E Midstream EBITDA

$45 $150 $170 150

$150

$250

155

$45 $50

$300

$420

305

0

100

200

300

400

500

2012 2013 2014 2015 2016E

$MM

RMP Rice Midstream Holdings

61

647 800

247

400

175

401

894

1200

0

150

300

450

600

750

900

1050

1200

2012 2013 2014 2015 2016E

MDthd

RMP Rice Midstream Holdings

$115

$43

0

20

40

60

80

100

120

RMP Rice MidstreamHoldings

$MM

Published Guidance

DampC amp Land Capital Expenditures

2016E EampP GUIDANCE(1)

2016E CONSOLIDATED MIDSTREAM GUIDANCE(1)(3)

26 wwwriceenergycom

Appendix

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
Page 21: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

21 wwwriceenergycom

Healthy Balance Sheet Protected by Strong Hedge BookSUMMARY

LIQUIDITY

Ample Liquidity $14B of total liquidity YE15(1) consisting of $11bn of EampP liquidity and $300MM of RMH liquidity

Strong Balance Sheet and Financing EampP budget fully funded with cash flow and cash on hand (no dependence on drop-downs or capital markets) and ~30x levered throughout 2016

Attractive Hedge Bookndash 87 hedged in 2016 at wtd avg floor of $326MMBtundash 563 MMBtud hedged in 2017 at wtd avg floor of

$314MMBtu

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$720

$30 $50

$650

$300 $310 $640

$155 $150

$1370

$330 $360

ndash

$200

$400

$600

$800

$1000

$1200

$1400

$1600YE15 Cash amp 2016E CFO

Undrawn Facility

CapEx

Rice EampP RMH RMP

662

563

285

150

$325

$314 $316 $311

$211

$253 $261 $266

ndash

$050

$100

$150

$200

$250

$300

$350

ndash

100

200

300

400

500

600

700

2016 2017 2018 2019

Hedged Volume Avg Wtd Fixed Price HHUB Strip

HEDGE SUMMARY

LEVERAGE

BBtud $MMBtu

20x

ndash

20x 20x

30x

15x

25x 25x

ndash

05x

10x

15x

20x

25x

30x

35x

Rice EampP MidstreamHoldings

RMP Consolidated

2015 Net Debt LQA EBITDA 2016 Net Debt LQA EBITDA

RMH

18x 18x 17x

22 wwwriceenergycom

825 common

equity interest

Strategic Preferred Investment

DE

Rice Olympus

Midstream (OH

Gathering)

100 Series B Preferred Equity

($375MM invested)

75 equity interest

9175 common equity interest

41 LP Interest100 of IDRs

RMP GP(non-economic)

100 Series A Common Equity

EIG Managed Funds

Rice Midstream Holdings LLC

Strike Force Midstream(GPOR JV)

GP Holdings(IDRs and LPs)

Transaction Highlightsndash Attractive cost of capital attributable to RMHrsquos midstream assets and future

GP Valuendash RICE cash flow + preferred proceeds fully fund 2016 EampP budget with no

additional debt incurredndash Highlights significant value of embedded midstreamndash Highlights symbiotic structure of upstream and midstream

Healthy Upstream Healthy Midstream Healthy Upstream

Key Investment Termsndash $375MM preferred equity in RMH and 825 LP interest in GP Holdings

(LPs amp IDRs)ndash 8 preferred distribution 2 yrs of PIKndash Remaining return will come from 825 common equity interest in GP

Holdingsndash Use of proceeds $75MM to repay RMH outstanding borrowings and pay

related transaction fees and $300MM distributed to RICE to fund 2016 EampP budget

ndash Flexibility to execute drop strategy and make distributions to RICE

$375MM equity investment fortifies balance sheet and illuminates significant embedded midstream value

100 equity interest

100 ownership

23 wwwriceenergycom

25

47

77

114

159

23

49

83

124

173

ndash

25

50

75

100

125

150

175

200

$250 $300 $350 $400 $450Marcellus 750 Utica Dry 1000

Attractive Single Well Economics

Net Locations (3) 487 168

HHUB PV-10 Breakeven ($MMBtu) $208 $218

DRY GAS SINGLE WELL ECONOMICS

Rice continues to drive down DampC and operating costs to maximize returns Inventory currently generates ~30 returns at strip(1) HHUB PV10 breakevens of $208-$218 HHUB

__________________________Note See appendix for summary of assumptions used to generate single well IRRs 750rsquo and Utica 1000rsquo economics assume EampP is burdened by 50 of the gathering and compression fee and 50 of water completion fees (RICE owns a 41 LP interest in RMP 100 of Rice Ohio Midstream and 100 of RMP IDRs)1 Strip as of 219162 See slide titled Western Greene County Midstream Update3 Excludes ~47 wet Utica net undeveloped locations and ~105 dry-gas PA Utica net undeveloped locations

Marcellus ChangesEconomicsbull DampCft decreased by 8bull Operating amp FT costs decreased by 25bull EURft increased by 9bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Pro forma for amended gathering

agreement reclassified ~110 net locations to ldquoMarcellusrdquo given change to economics(2)

Dry Gas Utica ChangesEconomicsbull DampCft decreased by 3bull Operating amp FT costs decreased by 25bull EURft decreased by 7bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Avg lateral length increased 1Krsquo and increased

well spacing to 1Krsquo results in fewer locations

Dotted lines represent previously reported economics

NYMEX ($MMBtu)

IRR

24 wwwriceenergycom

Right-Sized Firm Transport PortfolioGrowing Exposure to an Improving Local Basis Market Right-Sized FT covers gt80 of 2016 takeaway volumes FT coverage decreases to ~60 in 2020 Right Exposure 30 of 2016 gas exposed to local markets when differentials are expected to be $075 growing to 40+ in 2020

when differentials are expected to tighten to ~$050 (1)

RICErsquoS RIGHT-SIZED FT PORTFOLIO amp ILLUSTRATIVE TAKEAWAY VOLUME GROWTH

ndash

500

1000

1500

2000

2500

3000

1115 7115 1116 7116 1117 7117 1118 7118 1119 7119 1120 7120 1121

$ MMbtuMdthd

Illustrative Takeaway Volume Range Takeaway Capacity

Base Case Details2015 2016 2017 2018 2019 2020

Exposed to App 25 30 30 15 25 40 M2 Basis ($122) ($075) ($062) ($056) ($055) ($052)

Takeaway volumes = Volumes that fill firm transportation (2)

__________________________1 Illustrative takeaway volumes assume 2016 growth in-line with guidance In 2017+ low and high volume range grow at 7 and 20 respectively Volumes beyond 2016 are for illustrative purposes only and do not constitute guidance2 Takeaway volumes = gross PA and working interest OH volumes

(1)

25 wwwriceenergycom

$380 $340 $285

$200 $285 $275

$250 $115

$80

$225

$545

$830 $740

$640

0100200300400500600700800900

2012 2013 2014 2015 2016E

$MM

PA DampC OH DampC Land

36 37 27

ndash

ndash

7 12 27

10

21

43 49

54

0

10

20

30

40

50

2012 2013 2014 2015 2016E

Wells

PA OH

2016 Guidance

_______________________Note 2014 Pro Forma for ASR transaction1 As of February 24 20162 Does not include wells from the Greene County Acquisition3 Consolidated midstream includes Rice Midstream Holdings and Rice Midstream Partners

47 127

274

552

720

ndash

ndash

0

100

200

300

400

500

600

700

800

2012 2013 2014 2015 2016E

MMcfed

Average Net Daily ProductionNet Wells Turned to Sales(2)

Midstream Capital Expenditures Daily Throughput 2016E Midstream EBITDA

$45 $150 $170 150

$150

$250

155

$45 $50

$300

$420

305

0

100

200

300

400

500

2012 2013 2014 2015 2016E

$MM

RMP Rice Midstream Holdings

61

647 800

247

400

175

401

894

1200

0

150

300

450

600

750

900

1050

1200

2012 2013 2014 2015 2016E

MDthd

RMP Rice Midstream Holdings

$115

$43

0

20

40

60

80

100

120

RMP Rice MidstreamHoldings

$MM

Published Guidance

DampC amp Land Capital Expenditures

2016E EampP GUIDANCE(1)

2016E CONSOLIDATED MIDSTREAM GUIDANCE(1)(3)

26 wwwriceenergycom

Appendix

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
Page 22: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

22 wwwriceenergycom

825 common

equity interest

Strategic Preferred Investment

DE

Rice Olympus

Midstream (OH

Gathering)

100 Series B Preferred Equity

($375MM invested)

75 equity interest

9175 common equity interest

41 LP Interest100 of IDRs

RMP GP(non-economic)

100 Series A Common Equity

EIG Managed Funds

Rice Midstream Holdings LLC

Strike Force Midstream(GPOR JV)

GP Holdings(IDRs and LPs)

Transaction Highlightsndash Attractive cost of capital attributable to RMHrsquos midstream assets and future

GP Valuendash RICE cash flow + preferred proceeds fully fund 2016 EampP budget with no

additional debt incurredndash Highlights significant value of embedded midstreamndash Highlights symbiotic structure of upstream and midstream

Healthy Upstream Healthy Midstream Healthy Upstream

Key Investment Termsndash $375MM preferred equity in RMH and 825 LP interest in GP Holdings

(LPs amp IDRs)ndash 8 preferred distribution 2 yrs of PIKndash Remaining return will come from 825 common equity interest in GP

Holdingsndash Use of proceeds $75MM to repay RMH outstanding borrowings and pay

related transaction fees and $300MM distributed to RICE to fund 2016 EampP budget

ndash Flexibility to execute drop strategy and make distributions to RICE

$375MM equity investment fortifies balance sheet and illuminates significant embedded midstream value

100 equity interest

100 ownership

23 wwwriceenergycom

25

47

77

114

159

23

49

83

124

173

ndash

25

50

75

100

125

150

175

200

$250 $300 $350 $400 $450Marcellus 750 Utica Dry 1000

Attractive Single Well Economics

Net Locations (3) 487 168

HHUB PV-10 Breakeven ($MMBtu) $208 $218

DRY GAS SINGLE WELL ECONOMICS

Rice continues to drive down DampC and operating costs to maximize returns Inventory currently generates ~30 returns at strip(1) HHUB PV10 breakevens of $208-$218 HHUB

__________________________Note See appendix for summary of assumptions used to generate single well IRRs 750rsquo and Utica 1000rsquo economics assume EampP is burdened by 50 of the gathering and compression fee and 50 of water completion fees (RICE owns a 41 LP interest in RMP 100 of Rice Ohio Midstream and 100 of RMP IDRs)1 Strip as of 219162 See slide titled Western Greene County Midstream Update3 Excludes ~47 wet Utica net undeveloped locations and ~105 dry-gas PA Utica net undeveloped locations

Marcellus ChangesEconomicsbull DampCft decreased by 8bull Operating amp FT costs decreased by 25bull EURft increased by 9bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Pro forma for amended gathering

agreement reclassified ~110 net locations to ldquoMarcellusrdquo given change to economics(2)

Dry Gas Utica ChangesEconomicsbull DampCft decreased by 3bull Operating amp FT costs decreased by 25bull EURft decreased by 7bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Avg lateral length increased 1Krsquo and increased

well spacing to 1Krsquo results in fewer locations

Dotted lines represent previously reported economics

NYMEX ($MMBtu)

IRR

24 wwwriceenergycom

Right-Sized Firm Transport PortfolioGrowing Exposure to an Improving Local Basis Market Right-Sized FT covers gt80 of 2016 takeaway volumes FT coverage decreases to ~60 in 2020 Right Exposure 30 of 2016 gas exposed to local markets when differentials are expected to be $075 growing to 40+ in 2020

when differentials are expected to tighten to ~$050 (1)

RICErsquoS RIGHT-SIZED FT PORTFOLIO amp ILLUSTRATIVE TAKEAWAY VOLUME GROWTH

ndash

500

1000

1500

2000

2500

3000

1115 7115 1116 7116 1117 7117 1118 7118 1119 7119 1120 7120 1121

$ MMbtuMdthd

Illustrative Takeaway Volume Range Takeaway Capacity

Base Case Details2015 2016 2017 2018 2019 2020

Exposed to App 25 30 30 15 25 40 M2 Basis ($122) ($075) ($062) ($056) ($055) ($052)

Takeaway volumes = Volumes that fill firm transportation (2)

__________________________1 Illustrative takeaway volumes assume 2016 growth in-line with guidance In 2017+ low and high volume range grow at 7 and 20 respectively Volumes beyond 2016 are for illustrative purposes only and do not constitute guidance2 Takeaway volumes = gross PA and working interest OH volumes

(1)

25 wwwriceenergycom

$380 $340 $285

$200 $285 $275

$250 $115

$80

$225

$545

$830 $740

$640

0100200300400500600700800900

2012 2013 2014 2015 2016E

$MM

PA DampC OH DampC Land

36 37 27

ndash

ndash

7 12 27

10

21

43 49

54

0

10

20

30

40

50

2012 2013 2014 2015 2016E

Wells

PA OH

2016 Guidance

_______________________Note 2014 Pro Forma for ASR transaction1 As of February 24 20162 Does not include wells from the Greene County Acquisition3 Consolidated midstream includes Rice Midstream Holdings and Rice Midstream Partners

47 127

274

552

720

ndash

ndash

0

100

200

300

400

500

600

700

800

2012 2013 2014 2015 2016E

MMcfed

Average Net Daily ProductionNet Wells Turned to Sales(2)

Midstream Capital Expenditures Daily Throughput 2016E Midstream EBITDA

$45 $150 $170 150

$150

$250

155

$45 $50

$300

$420

305

0

100

200

300

400

500

2012 2013 2014 2015 2016E

$MM

RMP Rice Midstream Holdings

61

647 800

247

400

175

401

894

1200

0

150

300

450

600

750

900

1050

1200

2012 2013 2014 2015 2016E

MDthd

RMP Rice Midstream Holdings

$115

$43

0

20

40

60

80

100

120

RMP Rice MidstreamHoldings

$MM

Published Guidance

DampC amp Land Capital Expenditures

2016E EampP GUIDANCE(1)

2016E CONSOLIDATED MIDSTREAM GUIDANCE(1)(3)

26 wwwriceenergycom

Appendix

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
Page 23: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

23 wwwriceenergycom

25

47

77

114

159

23

49

83

124

173

ndash

25

50

75

100

125

150

175

200

$250 $300 $350 $400 $450Marcellus 750 Utica Dry 1000

Attractive Single Well Economics

Net Locations (3) 487 168

HHUB PV-10 Breakeven ($MMBtu) $208 $218

DRY GAS SINGLE WELL ECONOMICS

Rice continues to drive down DampC and operating costs to maximize returns Inventory currently generates ~30 returns at strip(1) HHUB PV10 breakevens of $208-$218 HHUB

__________________________Note See appendix for summary of assumptions used to generate single well IRRs 750rsquo and Utica 1000rsquo economics assume EampP is burdened by 50 of the gathering and compression fee and 50 of water completion fees (RICE owns a 41 LP interest in RMP 100 of Rice Ohio Midstream and 100 of RMP IDRs)1 Strip as of 219162 See slide titled Western Greene County Midstream Update3 Excludes ~47 wet Utica net undeveloped locations and ~105 dry-gas PA Utica net undeveloped locations

Marcellus ChangesEconomicsbull DampCft decreased by 8bull Operating amp FT costs decreased by 25bull EURft increased by 9bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Pro forma for amended gathering

agreement reclassified ~110 net locations to ldquoMarcellusrdquo given change to economics(2)

Dry Gas Utica ChangesEconomicsbull DampCft decreased by 3bull Operating amp FT costs decreased by 25bull EURft decreased by 7bull 30 Pre-Hedge Single Well IRRs at StripLocationsbull Avg lateral length increased 1Krsquo and increased

well spacing to 1Krsquo results in fewer locations

Dotted lines represent previously reported economics

NYMEX ($MMBtu)

IRR

24 wwwriceenergycom

Right-Sized Firm Transport PortfolioGrowing Exposure to an Improving Local Basis Market Right-Sized FT covers gt80 of 2016 takeaway volumes FT coverage decreases to ~60 in 2020 Right Exposure 30 of 2016 gas exposed to local markets when differentials are expected to be $075 growing to 40+ in 2020

when differentials are expected to tighten to ~$050 (1)

RICErsquoS RIGHT-SIZED FT PORTFOLIO amp ILLUSTRATIVE TAKEAWAY VOLUME GROWTH

ndash

500

1000

1500

2000

2500

3000

1115 7115 1116 7116 1117 7117 1118 7118 1119 7119 1120 7120 1121

$ MMbtuMdthd

Illustrative Takeaway Volume Range Takeaway Capacity

Base Case Details2015 2016 2017 2018 2019 2020

Exposed to App 25 30 30 15 25 40 M2 Basis ($122) ($075) ($062) ($056) ($055) ($052)

Takeaway volumes = Volumes that fill firm transportation (2)

__________________________1 Illustrative takeaway volumes assume 2016 growth in-line with guidance In 2017+ low and high volume range grow at 7 and 20 respectively Volumes beyond 2016 are for illustrative purposes only and do not constitute guidance2 Takeaway volumes = gross PA and working interest OH volumes

(1)

25 wwwriceenergycom

$380 $340 $285

$200 $285 $275

$250 $115

$80

$225

$545

$830 $740

$640

0100200300400500600700800900

2012 2013 2014 2015 2016E

$MM

PA DampC OH DampC Land

36 37 27

ndash

ndash

7 12 27

10

21

43 49

54

0

10

20

30

40

50

2012 2013 2014 2015 2016E

Wells

PA OH

2016 Guidance

_______________________Note 2014 Pro Forma for ASR transaction1 As of February 24 20162 Does not include wells from the Greene County Acquisition3 Consolidated midstream includes Rice Midstream Holdings and Rice Midstream Partners

47 127

274

552

720

ndash

ndash

0

100

200

300

400

500

600

700

800

2012 2013 2014 2015 2016E

MMcfed

Average Net Daily ProductionNet Wells Turned to Sales(2)

Midstream Capital Expenditures Daily Throughput 2016E Midstream EBITDA

$45 $150 $170 150

$150

$250

155

$45 $50

$300

$420

305

0

100

200

300

400

500

2012 2013 2014 2015 2016E

$MM

RMP Rice Midstream Holdings

61

647 800

247

400

175

401

894

1200

0

150

300

450

600

750

900

1050

1200

2012 2013 2014 2015 2016E

MDthd

RMP Rice Midstream Holdings

$115

$43

0

20

40

60

80

100

120

RMP Rice MidstreamHoldings

$MM

Published Guidance

DampC amp Land Capital Expenditures

2016E EampP GUIDANCE(1)

2016E CONSOLIDATED MIDSTREAM GUIDANCE(1)(3)

26 wwwriceenergycom

Appendix

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
Page 24: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

24 wwwriceenergycom

Right-Sized Firm Transport PortfolioGrowing Exposure to an Improving Local Basis Market Right-Sized FT covers gt80 of 2016 takeaway volumes FT coverage decreases to ~60 in 2020 Right Exposure 30 of 2016 gas exposed to local markets when differentials are expected to be $075 growing to 40+ in 2020

when differentials are expected to tighten to ~$050 (1)

RICErsquoS RIGHT-SIZED FT PORTFOLIO amp ILLUSTRATIVE TAKEAWAY VOLUME GROWTH

ndash

500

1000

1500

2000

2500

3000

1115 7115 1116 7116 1117 7117 1118 7118 1119 7119 1120 7120 1121

$ MMbtuMdthd

Illustrative Takeaway Volume Range Takeaway Capacity

Base Case Details2015 2016 2017 2018 2019 2020

Exposed to App 25 30 30 15 25 40 M2 Basis ($122) ($075) ($062) ($056) ($055) ($052)

Takeaway volumes = Volumes that fill firm transportation (2)

__________________________1 Illustrative takeaway volumes assume 2016 growth in-line with guidance In 2017+ low and high volume range grow at 7 and 20 respectively Volumes beyond 2016 are for illustrative purposes only and do not constitute guidance2 Takeaway volumes = gross PA and working interest OH volumes

(1)

25 wwwriceenergycom

$380 $340 $285

$200 $285 $275

$250 $115

$80

$225

$545

$830 $740

$640

0100200300400500600700800900

2012 2013 2014 2015 2016E

$MM

PA DampC OH DampC Land

36 37 27

ndash

ndash

7 12 27

10

21

43 49

54

0

10

20

30

40

50

2012 2013 2014 2015 2016E

Wells

PA OH

2016 Guidance

_______________________Note 2014 Pro Forma for ASR transaction1 As of February 24 20162 Does not include wells from the Greene County Acquisition3 Consolidated midstream includes Rice Midstream Holdings and Rice Midstream Partners

47 127

274

552

720

ndash

ndash

0

100

200

300

400

500

600

700

800

2012 2013 2014 2015 2016E

MMcfed

Average Net Daily ProductionNet Wells Turned to Sales(2)

Midstream Capital Expenditures Daily Throughput 2016E Midstream EBITDA

$45 $150 $170 150

$150

$250

155

$45 $50

$300

$420

305

0

100

200

300

400

500

2012 2013 2014 2015 2016E

$MM

RMP Rice Midstream Holdings

61

647 800

247

400

175

401

894

1200

0

150

300

450

600

750

900

1050

1200

2012 2013 2014 2015 2016E

MDthd

RMP Rice Midstream Holdings

$115

$43

0

20

40

60

80

100

120

RMP Rice MidstreamHoldings

$MM

Published Guidance

DampC amp Land Capital Expenditures

2016E EampP GUIDANCE(1)

2016E CONSOLIDATED MIDSTREAM GUIDANCE(1)(3)

26 wwwriceenergycom

Appendix

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
Page 25: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

25 wwwriceenergycom

$380 $340 $285

$200 $285 $275

$250 $115

$80

$225

$545

$830 $740

$640

0100200300400500600700800900

2012 2013 2014 2015 2016E

$MM

PA DampC OH DampC Land

36 37 27

ndash

ndash

7 12 27

10

21

43 49

54

0

10

20

30

40

50

2012 2013 2014 2015 2016E

Wells

PA OH

2016 Guidance

_______________________Note 2014 Pro Forma for ASR transaction1 As of February 24 20162 Does not include wells from the Greene County Acquisition3 Consolidated midstream includes Rice Midstream Holdings and Rice Midstream Partners

47 127

274

552

720

ndash

ndash

0

100

200

300

400

500

600

700

800

2012 2013 2014 2015 2016E

MMcfed

Average Net Daily ProductionNet Wells Turned to Sales(2)

Midstream Capital Expenditures Daily Throughput 2016E Midstream EBITDA

$45 $150 $170 150

$150

$250

155

$45 $50

$300

$420

305

0

100

200

300

400

500

2012 2013 2014 2015 2016E

$MM

RMP Rice Midstream Holdings

61

647 800

247

400

175

401

894

1200

0

150

300

450

600

750

900

1050

1200

2012 2013 2014 2015 2016E

MDthd

RMP Rice Midstream Holdings

$115

$43

0

20

40

60

80

100

120

RMP Rice MidstreamHoldings

$MM

Published Guidance

DampC amp Land Capital Expenditures

2016E EampP GUIDANCE(1)

2016E CONSOLIDATED MIDSTREAM GUIDANCE(1)(3)

26 wwwriceenergycom

Appendix

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
Page 26: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

26 wwwriceenergycom

Appendix

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
Page 27: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

27 wwwriceenergycom

Increasing premium market exposure and narrowing differentials 91 of 4Q15 production transported outside of Appalachia Non-Appalachia exposure ~80 during 1Q16 Low FT expense of $042Mcf in 4Q15 that allows for continued

economic development

Initiated production from 6 Marcellus wells 5 wells ahead of schedulendash Average lateral length of ~7500 ft

Increased proved reserves 30 to 17 Tcfe 4Q15 net production of 624 MMcfed 57 increase from 4Q14

Benefitted by accelerated online activity and improved performance

~$14B liquidity(1) (excl RMP) to fund 2016 EampP and Midstream capex Disciplined hedging strategy supports CF amp protects balance sheet

ndash ~76 4Q15 production hedged and $134Mcf hedge price uplift Robust 2016 hedging portfolio of 662 BBtud at weighted avg fixed

floor price of $326MMBtu

1026 MDthd total throughput with 25 third-party volumes in 4Q15 Closed Strike Force JV w GPOR to construct amp operate gathering

compression amp water services for dry Utica acreage in OH Increased RMPrsquos acreage dedication from RICE to 93000 acres in PA Illuminated midstream value by closing $375MM preferred investment

EXECUTION IS DRIVING

INDUSTRYndashLEADING GROWTH

PROTECTED GROWTH ampFINANCIAL FLEXIBILITY

DIVERSE FT PORTFOLIO

ENHANCES REALIZED PRICING

CREATING VALUE THROUGH

MIDSTREAM DEVELOPMENT

RICE Fourth Quarter 2015 Highlights

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
Page 28: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

28 wwwriceenergycom

Net production averaged 624 MMcfed 57 increase from 4Q14 Includes 40 MMcfed of well outperformance

91 of 4Q15 production sold to premium non-Appalachian markets Record further adjusted quarterly EBITDAX of $144MM $134 Mcfe hedging uplift

RICE Fourth Quarter 2015 Financial Summary Solid fourth quarter results supported by well-capitalized balance sheet and ample liquidity

Total net production (MMcfed) 624 Gas 100 Operated 94 Marcellus 72

Actual ($MM) $ McfeNYMEX Henry Hub price ($MMBtu) $223

Average basis impact ($MMBtu) (014) Firm transportation fuel amp variables ($MMBtu) (015) Btu uplift (MMBtuMcf) 011

Pre-hedge realized price ($Mcf) 205 Realized hedging gain ($Mcf) 134

Post-hedge realized price ($Mcf) 339

Lease operating $9 016 Gathering compression and transportation 29 051 Production taxes and impact fees 3 004 General and administrative 24 043 Depletion depreciation and amortization 95 165

Adjusted EBITDAX $132Further Adjusted EBITDAX(2) $144

Three Months Ended

($ in millions) 12312015

CashRice Energy $436Rice Midstream Holdings - Rice Midstream Partners 8

Total consolidated cash $444

Preferred Equity $375

Long-term debtRice Energy

EampP credit facility - 625 Senior notes due 2022 900 725 Senior notes due 2023 397

Total Rice Energy debt 1297 Rice Midstream Holdings revolver - Rice Midstream Partners revolver 143

Total consolidated debt $1440

Net debt 996

Leverage4Q15 Net Debt LQA EBITDARice Energy 18xRice Midstream Holdings 00xRice Midstream Partners 18xConsolidated 17x

4Q15 Net Debt LTM EBITDARice Energy 22x

Rice Midstream Holdings 00x

Rice Midstream Partners 21xConsolidated 21x

QUARTERLY HIGHLIGHTS

__________________________1 As of 12312015 pro forma for the preferred equity transaction that closed February 22 20162 Please see ldquoReconciliation of Further Adjusted EBITDAXrdquo for a description

CAPITALIZATION AT 12312015(1)

Sheet1

Sheet1

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
2Q 2015
Actual ($ in millions) 123115
Total production (MMcfed) 529
Gas 99 Cash
Operated 90 Rice Energy $436
Marcellus 77 Rice Midstream Holdings -
Rice Midstream Partners 8
NYMEX Henry Hub price ($MMBtu) $ 272 Total consolidated cash $444
Preferred Equity $375
Average basis impact ($MMBtu) [(073)]
Firm transportation fuel amp variables ($MMBtu) [(001)] Long-term debt
Btu uplift (MMBtuMcf) 010 Rice Energy
Pre-hedge realized price ($Mcf) 208 EampP credit facility - 5285658022
Realized hedging gain ($Mcf) 089 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 297 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales 001 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $ 298 Rice Midstream Holdings revolver - Hedging Gain 470423563958
Rice Midstream Partners revolver 143 Lease Operating 121570134506
Average costs per Mcfe Actual ($MM) $ Mcfe Total consolidated debt $1440 EBITDAX 17903163543
EampP Revenue (including net FT sales) $ 101 $ 192 Net debt 996
Hedging gain 47 089
Lease operating 12 023 Leverage
4Q15 Net Debt LQA EBITDA
Gathering compression and transportation 17 035 Rice Energy 18x Assets 4033720
Production taxes and impact fees 4 008 Rice Midstream Holdings 00x Liabilities 2088373
General and administrative 19 039 Rice Midstream Partners 18x 1945347
Consolidated 17x
Depletion depreciation and amortization 73 152 4Q15 Net Debt LTM EBITDA
Rice Energy 22x
Adjusted EBITDAX $ 95 $ 179 Rice Midstream Holdings 00x
Rice Midstream Partners 21x
Consolidated 21x
Three Months Ended
Total net production (MMcfed) 624
Gas 100 Cash
Operated 94 Rice Energy $ 339
Marcellus 72 Rice Midstream Holdings 1
Actual ($MM) $ Mcfe Rice Midstream Partners 9
NYMEX Henry Hub price ($MMBtu) $223 Total consolidated cash $ 349
Average basis impact ($MMBtu) (014)
Firm transportation fuel amp variables ($MMBtu) (015) Long-term debt
Btu uplift (MMBtuMcf) 011 Rice Energy
Pre-hedge realized price ($Mcf) 205 EampP credit facility $ - 5285658022
Realized hedging gain ($Mcf) 134 625 Senior notes due 2022 900 Total production 5285658021978
Post-hedge realized price ($Mcf) 339 725 Senior notes due 2023 397 EampP Revenue 101328730
Net firm transportation sales - 0 Total Rice Energy debt 1297 1917050433
Adjusted realized price ($Mcf) $339 Rice Midstream Holdings revolver 17 Hedging Gain 470423563958
Rice Midstream Partners revolver - Lease Operating 121570134506
Lease operating $9 016 Shareholders equity $ 1996
Gathering compression and transportation 29 051 Total capitalization ERRORREF
Production taxes and impact fees 3 004 Total net capitalization ERRORREF
General and administrative 24 043
Depletion depreciation and amortization 95 165
Adjusted EBITDAX $132
Further Adjusted EBITDAX(2) $144
Page 29: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

29 wwwriceenergycom

2016 Detailed Guidance

RICE 2016 GUIDANCE(1)

__________________________1 As of February 24 2016

RMP 2016 GUIDANCE(1)

GuidanceNet Wells Spud Online Total Net Production (MMcfed) 700 - 740Operated Marcellus 25 27 Natural gas Operated Ohio Utica 12 13 Operated Non-operated Ohio Utica 5 14 Marcellus Total Net Wells 42 54

Pricing FT Fuel amp Variable (Deduction) ($014) - ($016)

Lateral Length (ft) of Wells Turned Online Heat Content (BtuScf)Operated Marcellus 7700 MarcellusOperated Ohio Utica 9300 UticaNon-operated Ohio Utica 8200

Cash Operating Costs ($Mcfe)Lease Operating Expense $022 - $025Gathering and Compression $045 - $050

2016 Capital Budget ($ in millions) Firm Transportation Expense $035 - $040EampP Production Taxes and Impact Fees $004 - $006Operated Marcellus $ 285 Total Cash Operating Costs $106 - $121Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash GampA ($ in millions)

Total Drilling amp Completion $ 560 EampP 85$ - 90$ Land $ 80 Midstream 25$ - 28$ Total EampP $ 640 Total Cash GampA 110$ - 118$

Midstream Midstream Adjusted EBITDA ($ in millions)Rice Midstream Holdings $ 155 Rice Midstream Holdings 40$ - 45$ Rice Midstream Partners $ 150 Rice Midstream Partners 110$ - 120$ Total Midstream $ 305 Total Midstream EBITDA 150$ - 165$

Guidance

1050

10085

1080

65

2016 Capital Budget ($ in millions)Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150

Estimated Maintenance Capital $ 11

Cash GampA ($ in millions) 15$ - 18$

Adjusted EBITDA ($ in millions)Gas Gathering and Compression 85$ - 90$ Water Services 25$ - 30$ Total Adjusted EBITDA 110$ - 120$

Third Party

Distributable Cash Flow ($ in millions) 90$ - 100$ Average DCF Coverage Ratio 13x - 15x Distribution Growth

Guidance

20 - 25

20

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
Page 30: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

30 wwwriceenergycom

Water Services Business Drop Down SummaryTRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS

__________________________1 Excludes Strike Force JV2 Assumes fee of $006 per gallon in Pennsylvania and 11000000 gallons of water per well that utilize the fresh water delivery system based on a 7000rsquo lateral3 Assumes fee of $007 per gallon in Ohio and 16900000 gallons of water per well that utilize the fresh water delivery system based on a 9000rsquo lateral

Immediately accretive to distributable cash flow per unit

Integrates RMPrsquos gathering and compression business with water services business driving enhanced 3rd party opportunities

Volumetric tiers provide revenue and cash flow stability

Minimal future organic capital requirements for RICE development

RMP acquired Rice Energyrsquos water business for $200 million in November 2015

$25 million earn out upon achievement of certain increases to system capacities

Funded with borrowings under RMPrsquos RCF and partially repaid with proceeds from $175MM PIPE

WATER SERVICES AGREEMENTS OVERVIEW

Tiered Fresh Water Fee Pennsylvania Ohio

Fresh Water Volumes (MMGal Well)

Tier I lt825 lt125

Tier II 825 ndash 1325 125 ndash 20

Thereafter gt1325 gt20

Fee ($ Gallon)

Tier I $007 $008

Tier II $003 $004

Thereafter $001 $002

Expected Weighted Average Fee (2)(3) $006 $007

Produced Water Services Fee 2 of cost 2 of cost

ASSET OVERVIEW

Fresh water distribution systems(1) amp related facilities servicing Marcellus and Utica completion operations in PA and OH

The right to provide fresh water for completion operations and to collect recycle and dispose of flowback and produced water for RICE in services area

Access to 194 MMGPD of fresh water

112 miles of pipeline and 152 million gallons of water impoundment capacity

As compared to trucking water distribution systems are the more efficient way to transport fresh water for completions

Faster more reliable completion jobs

Capable of delivering up to 3x more water per day plus on-demand storage via impoundments

Improved social responsibility by reducing truck traffic and resulting emissions noise road repairs and safety incidents

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
Page 31: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

31 wwwriceenergycom

955

33

22

111

122

73

53

1210

62

0 5 10 15 20 25

Peer 1Rice Energy

Peer 3Peer 4Peer 5Peer 6Peer 7Peer 8Peer 9

Peer 10

0

20

40

60

80

100

120

140

160

180

200

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Asset Quality ndash Industry High Grading to Quality

Top Ten Active Operators

Laid Down From PeakActive

February 2016 43 Rigs

Rig Count

PA Marcellus amp Utica

Pennsylvania

West Virginia

Ohio

June 200943 Rigs

Appalachia Rig Counts(1) 2007 - 2016

5+ Rigs

2-4 Rigs

1 Rig

RICE Acreage

o

f Rig

s

__________________________1 RigData + Baker Hughes Rig Reports

RICErsquos footprint is located in the epicenter of remaining activity in Appalachia due to best in class economics

Early 2012 Peak of 175 Rigs

Feb 201643 Rigs

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
Page 32: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

32 wwwriceenergycom

Pennsylvania Utica A Natural Extension for Rice

RICE OH Uticagt40 MMcfed

RICE PA Utica Peer Results

60-70 MMcfed

Peer Results10-30 MMcfed

Point Pleasant Core

__________________________1 RigData January 2016 Report

RICE OHIO UTICA

RICE PENNSYLVANIA UTICA

16 Producing Wells

1 Producing Well

RICE Belmont County OH

RICE Greene County PA

10500rsquo 12000 ndash 13000rsquo9500rsquo7500rsquo

OH WVGuernsey Belmont Marshall Washington Greene

PA

The Utica core extends directly underneath RICErsquos Pennsylvania assets Initial RICE and Industry wells point to massive resource potential

Peer Results40-60

MMcfedWet Gas Dry Gas Dry Gas Dry GasRICE Deep Utica Well

In Sales 12 MMcfed chokedExpect flat production for

700+ days

EQT Tests42 ndash 73 MMcfed

RRC Test59 MMcfed

CNX Test61 MMcfed

RICE Acreage

Current Rig(1)

Deep Test Report

Porosity

6

12

0

CNX Test61 MMcfed

Washington

Greene

Rice PA Utica

One well placed online in August 2015 Lateral Length 5800rsquo Initial Pressure 10000 psi

Expect to be competitive with MarcellusOH Utica returns at $15 MM well costs

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
Page 33: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

33 wwwriceenergycom

Ohio Q3 2015 Production Summary ndash Top 100 Wells

-

200000

400000

600000

800000

1000000

1200000

1400000

1600000

1800000

2000000

Top 8 Wells 100 RICE

Top 21 Wells100 RICEGPOR AMI

Top 100 Wells75 located within Belmont and Monroe RICE Midstreamrsquos Footprint

Q3

2015

Cum

ulat

ive

Prod

uctio

n (M

cfe)

RICE amp GPOR Strong Partnership Demonstrated by Top-Tier Well Results 1088 Utica Shale wells producing in Q3 2015(1) - RICE amp GPOR partnership takes top 21 wells (300 MMcfed avg)

Quality over Quantity RICErsquos 16 operated wells accounted for 7 of the Utica Shalersquos total gas production(1)

RICE GPOR AMI(2)

RICE Midstream Footprint

BelmontMonroe

RICE OH Utica Acreage

RICE Operated in AMI

GPOR Operated in AMI

Other BelmontMonroe

Other Counties

__________________________1 Source ODNR 3rd Quarter 2015 Horizontal Shale Production Report2 RICEGPOR AMI is located in Goshen Smith Washington and Wayne Townships in Belmont County OH

Utica Core

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
Page 34: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

34 wwwriceenergycom

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Susquehanna PA (Marcellus) Peer Utica Peer Belmont Peer Monroe Rice Utica

ndash

10

20

30

40

50

60

70

80

90

100

ndash 250 500 750 1000 1250 1500 1750 2000

Days OnlinePeer Marcellus Rice Greene Rice Washington Rice Geneseo

UTICA amp SUSQUEHANNA PA HISTORICAL PRODUCTION(2)WASHINGTON amp GREENE COUNTY HISTORICAL PRODUCTION(1)

Differentiated Long-Term Production per Well

__________________________1 Data for RICE based on actuals through 123115 peer data based on Pennsylvania Department of Environmental Protection production reports through 1130152 Data for RICE based on actuals through 123115 peer data based on Ohio Department of Natural Resources report through 93015

Our drilling and completion techniques have yielded greater production profile per well than our peers

Cumulative Production (Bcfe)RICE has 5 of the

top 10 wells based on cumulative

production

RICE has the top 8 Utica wells based on average rate

Cumulative Production (Bcfe)

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
Page 35: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

35 wwwriceenergycom

Most Efficient Growth in Appalachia

__________________________1 Horizontal Marcellus and Utica wells only Data for RICE based on actuals through 1312016 peer data based on Pennsylvania Department of Environmental Protection and Ohio Department of Natural Resources production reports through September 30 2015 RICE production

excludes acquired CHK wells Peers APC AR CHIEF CHK COG CNX EQT GPOR NFG RRC SWN amp TLM

RICErsquos peer-leading production growth is driven by a focus on well quality not quantity RICE reached over 850 MMcfed of gross operated production with fewer wells than every other operator(1) in Appalachia Chart below demonstrates RICErsquos ability to rapidly grow production w a clear path to 1 Bcfd amp beyond w ~1200+ wells left to drill

MMcfd PRODUCTION VERSUS WELLS - TOP PRODUCERS IN APPALACHIA(1)

SW Appalachia Operators

NE Appalachia Operators

153 Operated Wells

Producing Well Count

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
Page 36: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

36 wwwriceenergycom

$ millions except per unit data as of 2232016

Common Units 42 Subordinated Units 29

Total Units Outstanding (MM) 71 Price $1127

Market Capitalization $800Cash 8 Revolving credit facility 143

Enterprise Value $935

Distribution Unit $01965Yield 697

52 Week Price RangeHigh $1794Low $911

WebsiteInvestor Contact

wwwricemidstreamcom

JulieDanversRiceMidstreamcomJulie Danvers

RICE and RMP Market Snapshot

Rice Midstream Partners LP(NYSE RMP)

Rice Energy Inc(NYSE RICE)

__________________________1 As of 12312015 pro forma for the preferred equity transaction of $375 million

$ millions except per share data as of 2232016

Management Ownership 30

Shares Outstanding (MM) 136Price $897

Market Capitalization $1223Cash (1) 436 Preferred Equity 375 Revolving credit facilities (1) ndash625 Senior notes due 2022 900725 Senior notes due 2023 397

Enterprise Value $2459

52 Week Price RangeHigh $2512Low $835

Website wwwriceenergycomInvestor Contact Julie Danvers

JulieDanversRiceEnergycom

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
Page 37: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

37 wwwriceenergycom

LNG+100

Industry+20

Power+ 35

Mexico+38

Diverse Market Exposure

_______________________1 Conversion of Dth to Mcf assumes 1050 Btu factor2 Source Company Filings TPH Estimates

FT portfolio includes 13 MMDthd (12 Bcfd) of firm capacity to premium North American markets(1)

Canadian Markets

Gulf Coast Markets

MIDWEST (MDTHD)2016 2017 2018107 57 57

GULF COAST (MDTHD)2016 2017 2018464 603 870

Midwest Markets

TCO (MDTHD)2016 2017 2018119 85 85

Appalachian Markets

RICE Acreage

RICE FIRM CAPACITY COMMITMENTS(MDTHD)

Project Pipeline Start Date Volume MarketTEAM South TETCO Sept 2014 270 Gulf Coast

Westside Expansion CGTTCO Nov 2014 125 TCO Gulf Coast

Rockies Express REX Aug 2015 175 MidwestCanadaGulf Coast

Union Town to Gas City TETCO Sept 2015 87 MidwestGulf Coast

OPEN TETCO Sept 2015 50 Gulf Coast

ET Rover Rover Nov 2017 100 Canada

Access South TETCO Nov 2017 320 Gulf Coast

CANADA (MDTHD)2016 2017 2018

25 42 125

Gulf Coast demand growth will be ~3x larger

than NE demand growth(2)

NORTHEAST (MDTHD)2016 2017 2018

71 50 50

Gulf Coast DemandExports by

2020 +17 to 19 Bcfd(2)

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
Page 38: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

Chart1

LNG+100
Industry+20
Power+ 35
Mexico+38
10
2
35
38

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
LNG
Industry
Power
Mexico
Page 39: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

Sheet1

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
LNG 10
Industry 2
Power 35
Mexico 38
Page 40: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

38 wwwriceenergycom

Basis Exposure amp Realized PricingPRICING COMMENTARY BASIS EXPOSURE

REALIZED PRICING

46 48 44 48 46 51

14 9 7 7 9 7

18 17

12 7 14 9

22 26 36 38 31 33

(028)

(032)

(041)(038)

(035)(032)

$(045)

$(040)

$(035)

$(030)

$(025)

$(020)

$(015)

$(010)

$(005)

$-

0

10

20

30

40

50

60

70

80

90

100

1Q16 2Q16 3Q16 4Q16 2016 2017

Gulf Coast TCO Midwest Dawn DTI M2 M3 Average Basis Impact

HHUB is increasingly challenged

Rice is 87 hedged in 2016 50+ in 2017

Appalachian basis has tightened

Market opportunity to hedge at attractive levels ($050) relative to green-field FT projects ($100)

FT portfolio diversifies markets

As new FT projects come online our diverse FT portfolio and inter-connected gathering system will allow Rice to take advantage of arbitrage and optimization opportunities

1Q16 2Q16 3Q16 4Q16 2016 2017

NYMEX Henry Hub Strip ($MMBTU) $208 $200 $218 $237 $216 $258PlusLess Average Basis Impact (028) (032) (041) (038) (035) (032)Less Firm Transportation Fuel amp Variables (014) (012) (011) (012) (012) (013)Plus BTU Uplift (MMBtuMcf) 010 010 011 012 011 014

Pre-Hedge Realized Price ($Mcf) $177 $166 $177 $200 $180 $227Plus Realized Hedging GainLoss ($Mcf) 103 109 094 081 096 034

Post Hedged Realized Price ($Mcf) $279 $275 $271 $281 $276 $261Plus Firm Transportation Sales Net ($Mcf) ndash ndash ndash ndash ndash ndash

Adjusted Post-Hedge Realized Price ($Mcf) $279 $275 $271 $281 $276 $261FT Demand Expense ($040) ($036) ($032) ($033) ($035) ($037)

FT Expense (Fuel amp Variables + Demand) ($054) ($049) ($043) ($045) ($047) ($049)FT Expense + Basis + BTU Uplift ($072) ($071) ($074) ($070) ($071) ($067)

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
Page 41: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

39 wwwriceenergycom

Hedging SummaryHEDGE SUMMARY

RICErsquos gas will be marketed into 4 areasndash (1) Gulf Coast (ELA M1) ndash (2) TCOndash (3) Midwest (Chicago Dawn)ndash (4) Appalachia (M2 M3 amp Dominion)

78 of first quarter 2016 production transported out of Appalachian basin

Our Gulf Coast firm transportation contracts deliver to markets in the Gulf Coast (ELA M1)

ndash We hedge our Gulf Coast basis exposure opportunistically but believe our Henry Hub NYMEX derivatives serve as a hedge against these indices which have historically traded within a narrow band of $005-$015 below Henry Hub

~87 of 2016 production hedged at weighted avg fixed price floor of $326MMBtu

2016 2017 2018 2019

Hedged M2 Dominion Volumes (BBtud) 189 163 165 150Wtd Avg Floor Price ($MMBtu) $235 $220 $250 $248 of Basis Hedged 84 na na na

Hedged TCO Volumes (BBtud) 44 27 19 10Wtd Avg Floor Price ($MMBtu) $297 $281 $277 $273 of Basis Hedged 46 na na na

Hedged Gulf Coast Volumes (BBtud) 355 349 79 ndashWtd Avg Floor Price ($MMBtu) $320 $307 $291 ndash of Basis Hedged 67 na na na

Hedged ChicagoDawn Volumes (BBtud) 74 24 22 20Wtd Avg Floor Price ($MMBtu) $327 $309 $309 $299 of Basis Hedged 70 na na na

Total Hedged Volumes (BBtud) 662 563 285 180Wtd Avg Floor Price ($MMBtu) $295 $281 $268 $255 Hedged 87 na na naWtd Avg Fixed Price Floor $326 $314 $316 $311

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
Page 42: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

40 wwwriceenergycom

ndash

20

40

60

80

100

120

140

ndash 050 100 150 200 250 300 350 400 450

MM

cfd

YearsRevised Marcellus 750 Type Well Previous Marcellus Type Well

Marcellus Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

MARCELLUS SINGLE WELL TYPE CURVE

Cumulative ProductionCurrent Prior Var

1 Year 34 38 (05)2 Year 52 56 (05)5 Year 81 82 (02)10 Year 106 103 04 EUR 151 139 12

TYPE CURVE UPDATES

Rice revised Marcellus type well to reflect latest production history which resulted in an increase to EURs

ndash 136 operated wells online

Updated choke management program to maximize long-term production amp PV-10

Updated economic assumptions including DampC operating and FT costs

Type curve reflects more aggressive choke management program to drive

increased EURs on longer laterals

MarcellusCurrent Prior Var ()

EUR (Bcf 1000) 216 198 9Lateral Legnth 7000 7000 ndashEUR (Bcf) 151 139 9Interwell Spacing (ft) 750 750 ndash

Choke (MMcfd per 1000) 150 185 (19)Flat Time (days) 180 150 201-Year Cum (Bcf) 34 38 (12)2-Year Cum (Bcf) 52 56 (8)

5-Year Cum (Bcf) 81 82 (2)10-Year Cum (Bcf) 106 103 4

IRR ($350 HHUB) 77 46 67PV-10 ($ mm) ($350 HHUB) $101 $58 74

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
Page 43: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

41 wwwriceenergycom

ndash

50

100

150

200

ndash 050 100 150 200 250 300 350 400

MMcf

d

YearsOhio Utica 1000 Type Well Previous Utica Type Well

Utica Type Curve ndash Updated

Restricted Rate

__________________________Note See appendix for summary of assumptions used to generate single well IRRs

UTICA SINGLE WELL TYPE CURVE

TYPE CURVE UPDATES

Rice revised Utica type well to reflect latest production history

ndash 16 operated wells online

Rice has observed interference between wells spaced at 750rsquo and believe 1000rsquo spacing may be the optimal development spacing to maximize PV-10 in the current environment

ndash Rice will continue to collect data from spacing trials and seek to maximize full-field value

Updated economic assumptions including DampC operating and FT costs

Choke management extends flat time from 9 months to 12 months

Incorporated historical decline data

Cumulative ProductionCurrent Prior Var

1 Year 58 52 06 2 Year 90 78 12 5 Year 125 113 12 10 Year 152 142 10 EUR 210 199 10

UticaCurrent Prior Var ()

EUR (Bcf 1000) 233 250 (7)Lateral Legnth 9000 8000 13EUR (Bcf) 210 200 5Interwell Spacing (ft) 1000 750 33

Choke (MMcfd per 1000) 180 187 (4)Flat Time (days) 365 270 351-Year Cum (Bcf) 58 52 122-Year Cum (Bcf) 90 78 16

5-Year Cum (Bcf) 125 113 1110-Year Cum (Bcf) 152 142 7

IRR ($350 HHUB) 83 56 48PV-10 ($ mm) ($350 HHUB) $137 $103 33

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
Page 44: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

42 wwwriceenergycom

RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation

__________________________Note Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDA as net income (loss) attributable to us before non-controlling interest interest expense or interest income income taxes write-down of abandoned leases depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets equity in (income) loss of our joint ventures derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense (gain) loss from sale of interest in gas properties (gain) loss on acquisition acquisition expense (gain) loss on extinguishment of debt write-off of deferred financing costs and exploration expenses Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles or GAAP 1 Adjusted EBITDA attributable to the Water Assets prior to their acquisition is excluded from our adjusted EBITDA calculation as these amounts are not attributable to our limited partners For the three months ended December 31 2015 the Adjusted EBITDA attributable to the Water

Assets prior to acquisition was calculated with net income of $10 million plus interest expense of $01 million depreciation expense of $11 million and non-cash equity compensation of $01 million For the year ended December 31 2015 the Adjusted EBITDA attributable to the Water Assets prior to acquisition was calculated with net income of $73 million plus interest expense of $08 million income tax expense of $58 million depreciation expense of $70 million non-cash equity compensation of $04 million and $10 million of incentive unit expense

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015Adjusted EBITDA reconciliation to loss from continuing operationsNet income 12521$ 52495$

Interest expense 1094 3164Income tax expense 17 5812Depreciation expense 5944 16399Amortization of intangible assets 408 1632Non-cash stock compensation expense 1185 4501Incentive unit (income) expense (4) 1044Amortization of deferred financing costs 144 576Other expense 51 543Adjusted EBITDA attributable to Water Assets prior to acquisition(1) (2295)$ (22386)$

Adjusted EBITDA attributable to limited partners 19065$ 63780$

Adjusted EBITDA attributable to limited partners 19065$ 63780$ Cash interest expense (948) (2356) Estimated maintenance capital expenditures (1120) (4480)

Distributable cash flow 16997$ 56944$

Reconciliation of Adjusted EBITDA to Cash used in operating activitiesAdjusted EBITDA 19065$ 63780$

Interest expense (1094) (3164) Other expense (51) (543) Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386 Changes in operating assets and liabilities which provided cash (1426) (12453)

Net cash provided by operating activities 18789$ 70006$

Financial Summary

EBITDA

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended
($ in thousands) December 31 2015 December 31 2015
Adjusted EBITDA reconciliation to loss from continuing operations
Net income $ 12521 $ 52495
Interest expense 1094 3164
Income tax expense 17 5812
Depreciation expense 5944 16399
Amortization of intangible assets 408 1632
Non-cash stock compensation expense 1185 4501
Incentive unit (income) expense (4) 1044
Amortization of deferred financing costs 144 576
Other expense 51 543
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) $ (2295) $ (22386)
Adjusted EBITDA attributable to limited partners $ 19065 $ - $ 63780
Adjusted EBITDA attributable to limited partners $ 19065 $ 63780
Cash interest expense (948) (2356)
Estimated maintenance capital expenditures (1120) (4480)
Distributable cash flow $ 16997 $ 56944
Reconciliation of Adjusted EBITDA to Cash used in operating activities
Adjusted EBITDA $ 19065 $ 63780
Interest expense (1094) (3164)
Other expense (51) (543)
Adjusted EBITDA attributable to Water Assets prior to acquisition(1) 2295 22386
Changes in operating assets and liabilities which provided cash (1426) (12453)
Net cash provided by operating activities $ 18789 $ 70006
Three Months Ended
($ in millions except per unit data) September 30 2015
Affiliate gathering volumes (MDthd) 559
Third-party gathering volumes (MDthd) 112
Total gathering volumes (MDthd) 671
Total operating revenues $201
Operating expenses $72
Total operating income $129
Adjusted EBITDA $155
Distributable cash flow $138
DCF unit $02406
Distribution declared $110
Distribution unit $01935
Coverage ratio 126x
Three Months Ended
($ in millions) September 30 2015
Revolver capacity $ 450
Less Borrowings 72
Plus Cash and cash equivalents 19
Liquidity $ 397
Page 45: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

43 wwwriceenergycom

RICE 4Q 2015 Adjusted EBITDAX Reconciliation

__________________________Note Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements such as industry analysts investors lenders and rating agencies We define Adjusted EBITDAX as net income (loss) before non-controlling interest interest expense income taxes depreciation depletion and amortization amortization of deferred financing costs amortization of intangible assets derivative fair value (gain) loss excluding net cash receipts on settled derivative instruments non-cash stock compensation expense non-cash incentive unit expense exploration expenses and other non-recurring items Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles or GAAP1 The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net income (loss) for changes in the fair value of derivative instruments which are recognized at the end of each accounting period

because we do not designate commodity derivative instruments as accounting hedges This results in reflecting commodity derivative gains and losses within Adjusted EBITDAX on a cash basis during the period the derivatives settled

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Adjusted EBITDAX reconciliation to net income (loss)Net income (274253)$ (267999)$ Interest expense 24009 87446Depreciation depletion and amortization 94787 322784Impairment of gas properties 18250 18250Impairment of goodwill 294908 294908Amortization of deferred financing costs 1403 5124Amortization of intangible assets 408 1632

Gain on derivative instruments (1) (89019) (273748)Net cash receipts on settled derivative instruments (1)

76228 193908

Acquisition expense 1111 1235Non-cash stock compensation expense 4847 16528

Non-cash incentive unit (income) expense (9773) 36097Income tax expense (6217) 12118Gain from sale of interest in gas properties - (953)Exploration expense 1212 3137Other expense 756 4380Non-controlling interest (6504) (23337)

Adjusted EBITDAX 132153$ 431510$

Sheet1

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Adjusted EBITDAX reconciliation to net income (loss) Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Net income $ (274253) $ (267999) EampP Revenue (Including FT Capacity Sales Net) $78 $341
Interest expense 24009 87446 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Depreciation depletion and amortization 94787 322784 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Impairment of gas properties 18250 18250
Impairment of goodwill 294908 294908
Amortization of deferred financing costs 1403 5124 Less GatheringTransportation (10) (042) Senior Unsecured Notes 900
Amortization of intangible assets 408 1632 Less Cash GampA (10) (046) Other Debt --
Gain on derivative instruments (1) (89019) (273748) PlusLess Other Income (Expense) 1 006 Total Debt 900
Net cash receipts on settled derivative instruments (1) 76228 193908 EBITDAX ($Mcfe) $53 $235
Acquisition expense 1111 1235
Non-cash stock compensation expense 4847 16528 Shareholders Equity
Non-cash incentive unit (income) expense (9773) 36097 Total Capitalization
Income tax expense (6217) 12118
Gain from sale of interest in gas properties - (953)
Exploration expense 1212 3137 Liquidity
Other expense 756 4380
Non-controlling interest (6504) (23337) Borrowing Base $385 $550
Adjusted EBITDAX $ 132153 $ 431510 Less Letters of Credit
Plus Cash
Liquidity
Page 46: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

44 wwwriceenergycom

RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation

Three Months Ended Year Ended($ in thousands) December 31 2015 December 31 2015

Further Adjusted EBITDAX reconciliationAdjusted EBITDAX 132153$ 431510$

Non-controlling interest(1) 6504 23337

Water revenue adjustment(2) 5577 27336Further Adjusted EBITDAX 144234$ 482183$

__________________________1 Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics2 Add back RMP water distribution revenue from RICErsquos working interest share of the water fees that was eliminated in the RICE consolidation

Sheet1

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Three Months Ended Year Ended Operating Metrics ($ in millions) 93014 Pro Forma 93014
($ in thousands) December 31 2015 December 31 2015 Net Daily Production (MMcfed) 247 247
Further Adjusted EBITDAX reconciliation Post-hedge Realized Pricing ($Mcf) $340 $340 Cash 109
Adjusted EBITDAX $ 132153 $ 431510 EampP Revenue (Including FT Capacity Sales Net) $78 $341
Non-controlling interest(1) 6504 23337 Plus Hedge Gain(Loss) 0 001 Long Term Debt
Water revenue adjustment(2) 5577 27336 Less LOE amp Taxes (6) (025) 1st Lien Rev Credit Fac --
Further Adjusted EBITDAX $ 144234 $ 482183 Less Letters of Credit
Plus Cash
Liquidity
Page 47: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

45 wwwriceenergycom

DisclaimerFORWARD-LOOKING STATEMENTSThis presentation and the oral statements made in connection therewith may contain ldquoforward looking statementsrdquo within the meaning of the securities laws All statements other than statements of historical fact regarding Rice Midstreamrsquos strategy future operations financial position estimated revenues and incomelosses projected costs prospects plans and objectives of management are forward-looking statements These statements often include the words ldquocouldrdquo ldquomayrdquo ldquoassumerdquo ldquoforecastrdquo ldquopositionrdquo ldquopredictrdquo ldquostrategyrdquo ldquoexpectrdquo ldquointendrdquo ldquoplanrdquo ldquoestimaterdquo ldquoanticipaterdquo ldquobelieverdquo ldquoprojectrdquo ldquobudgetrdquo ldquopotentialrdquo or ldquocontinuerdquo and similar expressions are intended to identify forward-looking statements although not all forward-looking statements contain such identifying words Without limiting the generality of the foregoing forward-looking statements contained in this presentation specifically include expectations of plans strategies objectives anticipated financial and operating results of Rice Midstream These forward-looking statements are based on Rice Midstreams current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events Rice Midstream assumes no obligation to and does not intend to update any forward looking statements included herein You are cautioned not to place undue reliance on any forward-looking statements Rice Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties most of which are difficult to predict and many of which are beyond their control incident to our gathering and compression and water services business These risks include but are not limited to commodity price volatility environmental risks regulatory changes the uncertainty inherent in projecting throughput volumes cash flow and access to capital the timing of development expenditures of RICE and our other customers and the other risks described under ldquoRisk Factorsrdquo in Rice Midstreamrsquos most recent Form 10-K Form 10-Q and other filings with the Securities and Exchange Commission Should one or more of these risks or uncertainties occur or should underlying assumptions prove incorrect Rice Midstreamrsquos actual results and plans could differ materially from those expressed in any forward-looking statementsThis presentation has been prepared by Rice Midstream and includes market data and other statistical information from sources believed by Rice Midstream to be reliable including independent industry publications government publications or other published independent sources Some data are also based on Rice Midstreamrsquos good faith estimates which are derived from its review of internal sources as well as the independent sources described above Although Rice Midstream believes these sources are reliable it has not independently verified the information and cannot guarantee its accuracy and completeness

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures
Page 48: Rice Midstream Partners Investor Presentations2.q4cdn.com/444921097/files/doc_presentations/... · Rice Midstream Partners. Investor Presentation. February 2016. 2. . Recent Company

46 wwwriceenergycom

Determination of Identified Drilling Locations as of December 31 2015

Net undeveloped locations are calculated by taking RICErsquos total net acreage and multiplying such amount by a risking factor which is then divided by RICErsquos expected well spacing RICE then subtracts net producing wells to arrive at undeveloped net drilling locations

Undeveloped Net Marcellus Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In the Marcellus RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 73000 net acres in the Marcellus which results in 375 undeveloped net locations

Undeveloped Net Greene County Locations ndash RICE assumes these locations have 7000 foot laterals and 750 foot spacing between wells which yields approximately 121 acre spacing In Greene County RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 19000 net acres in Greene County which results in 112 undeveloped net locations

Undeveloped Net Upper Devonian Locations ndash RICE assumes these locations have 7000 foot laterals and 1000 foot spacing between wells which yields approximately 161 acre spacing In the Upper Devonian RICE applies a 20 risking factor to its net acreage to account for inefficient unitization and the risk associated with its inability to force pool in Pennsylvania As of December 31 2015 RICE had approximately 85000 net acres prospective for the Upper Devonian which results in 418 undeveloped net locations

Undeveloped Net Ohio Utica Locations ndash RICE assumes these locations have 9000 foot laterals and 1000 foot spacing between wells which yields approximately 207 acre spacing In the Ohio Utica RICE applies a 10 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 56000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations

Undeveloped Net Pennsylvania Utica Locations ndash RICE assumes these locations have 8000 foot laterals and 2000 foot spacing between wells which yields approximately 367 acre spacing In the Pennsylvania Utica RICE applies a 20 risking factor to its net acreage to account for inefficient unitization As of December 31 2015 RICE had approximately 49000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations

Additional Disclosures

  • Slide Number 1
  • Recent Company Updates
  • RMP Investment Highlights
  • RMP Fourth Quarter 2015 Highlights
  • RMP Fourth Quarter 2015 Financial Summary
  • RMP Financial Overview
  • RICE and RMP Organizational Structure
  • RMP High Growth MLP in Prolific Appalachian Basin
  • RMP Gathering and Water System Build-out
  • RMP 3rd Party Dedications from Top Operators in the Basin
  • Industry-Leading Throughput Growth
  • Attractive Drop Down Potential ndash OH Gathering
  • Attractive Drop Down Potential ndash Strike Force JV
  • Acquisition Assets ndash Integrated Water Services Business
  • Western Greene County Midstream Update
  • 2015 Midstream System Statistics
  • RICE Overview
  • Concentrated Core Upstream Assets
  • Track Record of Low-Cost Growth
  • Well Positioned to Navigate Environment
  • Healthy Balance Sheet Protected by Strong Hedge Book
  • Strategic Preferred Investment
  • Attractive Single Well Economics
  • Right-Sized Firm Transport Portfolio
  • 2016 Guidance
  • Appendix
  • RICE Fourth Quarter 2015 Highlights
  • RICE Fourth Quarter 2015 Financial Summary
  • 2016 Detailed Guidance
  • Water Services Business Drop Down Summary
  • Asset Quality ndash Industry High Grading to Quality
  • Pennsylvania Utica A Natural Extension for Rice
  • Ohio Q3 2015 Production Summary ndash Top 100 Wells
  • Differentiated Long-Term Production per Well
  • Most Efficient Growth in Appalachia
  • RICE and RMP Market Snapshot
  • Diverse Market Exposure
  • Basis Exposure amp Realized Pricing
  • Hedging Summary
  • Marcellus Type Curve ndash Updated
  • Utica Type Curve ndash Updated
  • RMP 4Q 2015 Adjusted EBITDA and DCF Reconciliation
  • RICE 4Q 2015 Adjusted EBITDAX Reconciliation
  • RICE 4Q 2015 Further Adjusted EBITDAX Reconciliation
  • Disclaimer
  • Additional Disclosures