Rice Midstream Partners First Quarter 2016 Supplemental Slides May 4,

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Transcription:

Rice Midstream Partners First Quarter 2016 Supplemental Slides May 4, 2016 1 www.ricemidstream.com

RMP: High Growth MLP in Prolific Appalachian Basin TOP-TIER GROWTH DRIVEN BY ACTIVE CUSTOMERS Strategically located midstream assets 100% acreage dedications are located within the cores of the Marcellus and Utica shales Rapid organic growth Significant 1Q16 throughput growth of 50% over prior year quarter driven by high quality sponsor and top-tier third party producers Premier E&P sponsor RICE generates attractive single well returns of 65% at strip pricing (1) with 88% of rem. 2016 production hedged at $3.25/MMBtu Attractive drop down potential RICE s OH gathering system consists of ~71,000 core acres dedicated from RICE, GPOR and CNX Strike Force JV supports development on ~75,000 core dedicated acres from GPOR Legend RMP Gathering Pipeline RMP Gathering Pipeline Beaver to be Constructed RMP Water Pipeline RMP Water Pipeline to OHIO be Constructed Brooke RMP Water Interconnects RICE Acreage 3 rd Party Dedicated to RMP GPOR Water Dedication Belmont WEST VIRGINIA PENNSYLVANIA Washington Greene PA OH WV WEST VIRGINIA GATHERING SYSTEM INFORMATION Dedicated Gross Acreage (2) 1Q 2016 Throughput (MDth/d) 2016E Capex ($MM) (3) RMP 114,000 835 $150 Concentrated, Prolific Position to Drive Targeted 20% Distribution Growth 1. As of April 21, 2016. 2. As of December 31, 2015. The agreement between RICE and RMP covers approximately 93,000 gross acres of the RICE s 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 40.0 MDth/d of RICE s production from approximately 19,000 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. 3. As of February 24, 2016. 2 www.ricemidstream.com

Recent RMP Highlights Execution is Driving Rapid Organic Growth Average daily throughput of 835 MDth/d in 1Q16; 50% increase over prior year quarter Freshwater delivery volumes of 463 MMGal in 1Q16; 150% increase over prior year quarter Significant EBITDA growth to $42MM; 239% increase over prior year quarter Increased 1Q16 distribution by 7% over 4Q15 to $0.2100/unit Increased acreage dedication from RICE by 19,000 gross acres in western Greene County, PA (1) to 114,000 core acres Well-Protected Growth and Financial Flexibility $301MM liquidity with $291MM available under revolving credit facility and $10MM cash on hand DCF coverage ratio of 2.58x for 1Q16 Low leverage of 1.7x in 1Q16 and expect to exit 2016 at ~2.5x Predictable Cash Flow Profile 100% fee-based contracts, and 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 dropdown candidates, and high-quality third party dedications Potential RICE Greene County Acquisition Provides Organic Growth Upside Increases RMP s core dedication by 25% to ~142,000 gross acres Acreage within close proximity to existing infrastructure with connections to TETCO, TCO and DTI Attractive Dropdown Potential RICE closed Strike Force JV with GPOR in 1Q16 to develop gathering and compression assets to support their Utica acreage RMH entered into gas gathering agreement with CNX to support their dry gas Utica development on ~13,000 core acres in Monroe County, OH Total of 146,000 core acres dedicated to RMH 1. Excluding the first 40 MDth/d of RICE s production from approximately 19,000 gross acres subject to a pre-existing third-party dedication. 3 www.ricemidstream.com

Track Record of Strong Organic Growth EBITDA ($MM) THROUGHPUT (MDTH/D) CORE ACREAGE DEDICATION (1) ~80% Annual Growth $115 ~25% Annual Growth 647 800 835 65% Growth since IPO 114,000 142,000 $64 391 86,000 $13 $17 $16 $19 $42 175 1Q15 2Q15 3Q15 4Q15 2015 2016E 1Q16 2013 2014 2015 2016E 1Q16 2014 2015 1Q16 DISTRIBUTABLE CASH FLOW ($MM) CASH DISTRIBUTIONS ($/UNIT) DCF COVERAGE ~67% Annual Growth $95 20% Distribution Growth 2016 Guidance of 1.3x 1.5x 2.58x $57 $38 1.16x 1.02x 1.38x 1.25x 1.22x $11 $15 $14 $17 1Q15 2Q15 3Q15 4Q15 2015 2016E 1Q16 1Q15 2Q15 3Q15 4Q15 2015 2016E 1Q16 1. Core acreage dedication pro forma for the Alpha acquisition. 4Q14 1Q15 2Q15 3Q15 4Q15 1Q16 4 www.ricemidstream.com

RMP First Quarter 2016 Financial Summary Solid first quarter results supported by strong throughput growth, well capitalized balance sheet and ample liquidity FINANCIAL SUMMARY DISTRIBUTIONS First quarter average daily throughput of 835 MDth/d 26% attributable to third-party volumes Adjusted EBITDA of $42MM Distributable Cash Flow of $38MM DCF coverage ratio of 2.58x Increased distribution to $0.2100 / unit for 1Q16 $0.0135 / unit increase or 7% over prior quarter 20% distribution growth target in 2016 OPERATING METRICS CAPITALIZATION AND LIQUIDITY AS OF MARCH 31, 2016 Three Months Ended ($ in thousands, except per unit data) March 31, 2016 Affiliate gathering volumes (MDth/d) 618 Third-party gathering volumes (MDth/d) 217 Total gathering volumes (MDth/d) 835 Water service volumes (MMgal) 463 Total operating revenues $54,543 Total operating expenses 18,926 Total operating income 35,617 Adjusted EBITDA 42,242 Distributable cash flow 38,395 DCF / unit 0.54 Distribution declared 14,893 Distribution / unit $0.2100 DCF coverage ratio 2.58x $ in millions, except per share data, as of 3/31/16 Common Units 42 Subordinated Units 29 Total Units Outstanding (MM) 71 Price as of 3/31/16 $14.89 Market Capitalization $1,056 Cash 10 Revolving credit facility TBU 159 Enterprise Value $1,205 Leverage Statistics 1Q16 Net Debt / LTM EBITDA 1.7x EBITDA / Interest NM Debt to EBITDA Covenant 4.75x Liquidity Summary Revolving credit facility $450 Less: amount drawn 159 Availability under RCF $291 Plus: cash on hand 10 Liquidity as of 3/31/16 $301 5 www.ricemidstream.com

Prolific Assets and Strong Balance Sheet SUMMARY Ample Liquidity: $301MM of total liquidity to fund remaining 2016 capex of $118MM Strong Balance Sheet: Targeting year-end 2016 leverage of ~2.5x Peer-Leading Distribution Growth Well positioned with 20% distribution growth with current asset base and 1.3x 1.5x coverage in 2016 3.5x 3.0x 2.5x 2.0x 1.5x 1.0x 0.5x LEVERAGE (1) 1Q16 Net Debt / LTM EBITDA 2016 Net Debt / LTM EBITDA 3.0x 2.5x 2.5x 2.5x 1.7x 1.8x 1.5x RMP RMH Rice E&P Consolidated (2) OPERATIONAL HIGHLIGHTS Strong Throughput Growth: 19% increase over 4Q15 to 835 MDth/d driven by RICE and EQT who remain highly active in current environment Solid EBITDA Growth: 122% increase over 4Q15 to $42MM, driven primarily by higher water volumes and higher 3 rd party growth Compression Installation: On schedule and expect to turn on system wide PA compression mid-2016 217 1Q16 Throughput (835 MDth/d) Affiliate 618 Third Party $1,500 Remaining 2016 CapEx $1,000 1. Pro forma for 20 million share equity offering, assumes $200 million for the acquisition and $112 million for general corporate purposes. Excluding Rice Midstream Partners LP. 2. Please see Adjusted EBITDAX Reconciliation for a description of Further Adjusted EBITDAX. $500 LIQUIDITY (1) Available Credit Facility 1Q16 Cash & Rem. 2016E CFO $321 $360 $291 $290 $30 $118 $70 RMP RMH $126 $1,200 $540 $660 Rice E&P $435 6 www.ricemidstream.com

RICE Acreage Acquisition Increases Core Dedication to RMP 7 www.ricemidstream.com RICE GREENE COUNTY POTENTIAL ACREAGE ACQUISITION Acreage will be dedicated to Rice Midstream Partners (NYSE: RMP) Increases RMP s core dedication to ~142,000 gross acres Marcellus acreage dedication has increased by 70% since IPO Acreage within close proximity to RMP s existing infrastructure RMP experienced in constructing and operating dry gas midstream systems in central Greene County, PA Adjacent to RMP s Greene County gathering system with connections into TCO, DTI, TETCO Access to interstate pipelines through RICE s substantial longterm firm transport to premium markets 933 MMBtu/d FT on TETCO, TCO and DTI with firm paths to premium Midwest and Gulf Coast markets Flexible optionality to produce into improving local markets RICE captures midstream cash flows through ~37% LP ownership plus ~92% ownership of IDRs in RMP Stalking Horse bid approved by court; however, Alpha may be required to hold an auction for these assets Washington PENNSYLVANIA TCO Greene TETCO Legend RMP Gathering Pipeline RMP Gathering Pipeline Beaver to be Constructed RMP Water Pipeline RMP Water Pipeline to be Constructed Brooke RMP Water Interconnect RICE Acreage 3 rd Party Dedicated to RMP Acquisition Acreage OH TETCO WV PA WEST VIRGINIA

RMP Well Positioned to Navigate Environment Core Midstream Footprint and Prolific Organic Growth 114,000 acres (1) dedicated from the most active operators in SW Appalachia; a 33% increase since IPO in Dec. 2014 Strong 2016 expected throughput growth of over 25% driven by high quality, active sponsor Significant growth expected from contracted third party dedications from top-tier producers Financial Strength Clean Balance Sheet and Ample Liquidity 1Q16 liquidity of $301MM to fund remaining 2016 budget of $118MM Low leverage of 1.7x in 1Q16 and expect to exit 2016 at ~2.5x Well positioned to deliver 20% distribution growth with current asset base while maintaining 1.3x-1.5x coverage in 2016 Premier E&P Sponsorship with RICE Top-tier well results generate single-well returns of approximately 65% at strip pricing (2) Healthy balance sheet with 2.5x 1Q16 E&P leverage and ample liquidity of $1.3B to fund remaining 2016 capex (excl. RMP) Robust hedges representing 88% remaining 2016 production at a weighted-average HHub price of $3.25/MMBtu Concentrated core dry gas position + multi-well pad drilling = minimal RMP capex to meaningfully increase gathering throughput and water delivery volumes Attractive Dropdown Potential Strong 2016 expected RMH throughput growth of ~120% and EBITDA growth of ~115% (excluding water services) ROFO on RICE s OH gas gathering system 146,000 dedicated core dry gas acres Strike Force midstream JV with GPOR including ~75,000 Utica acreage dedication from GPOR RMH entered into gas gathering agreement with CNX to support their dry gas Utica development on ~13,000 acres in Monroe County, OH 1. Excludes ~49K net PA Utica acres dedicated to RMP from RICE and additional PA Utica acreage dedicated to RMP from EQT. Excluding the first 40 MDth/d of RICE s production from approximately 19,000 gross acres subject to a pre-existing third-party dedication. 2. As of April 21, 2016. 8 www.ricemidstream.com

Appendix 9 www.ricemidstream.com

2016 Guidance $MM 900 800 700 600 500 400 300 200 100 0 $MM 500 400 300 200 100 0 D&C & Land Capital Expenditures $225 $545 $830 $250 $740 $115 $200 $285 $640 $80 $275 $380 $340 $285 2012 2013 2014 2015 2016E PA D&C OH D&C Land Note: 2014 Pro Forma for ASR transaction. 1. As of February 24, 2016, unless otherwise noted. 2. Does not include wells from the Greene County Acquisition. 3. Consolidated midstream includes Rice Midstream Holdings and Rice Midstream Partners. 4. As of May 4, 2016. Wells 50 40 30 20 10 0 10 Net Wells Turned to Sales (2) 21 43 7 49 12 36 37 54 27 27 2012 2013 2014 2015 2016E PA OH MMcfe/d 800 700 600 500 400 300 200 100 0 Average Net Daily Production 10 www.ricemidstream.com 47 126 274 552 720 2012 2013 2014 2015 2016E CONSOLIDATED MIDSTREAM (1)(3) Midstream Capital Expenditures Daily Throughput (4) Midstream EBITDA $45 $50 $45 $300 $150 $420 $250 $305 $155 $150 $170 $150 2012 2013 2014 2015 2016E RMP Rice Midstream Holdings MDth/d 1,400 1,200 1,000 800 600 400 200 0 61 175 E&P (1) 401 894 247 647 1,350 550 800 2012 2013 2014 2015 2016E RMP Rice Midstream Holdings Published Guidance $MM 160 140 120 100 80 60 40 20 0 $106 $42 $64 $158 $43 $115 2015 2016E RMP Rice Midstream Holdings

2016 Detailed Guidance RICE 2016 GUIDANCE (1) Guidance Guidance Net Wells Spud Online Total Net Production (MMcfe/d) 700-740 Operated Marcellus 25 27 % Natural gas 100 % Operated Ohio Utica 12 13 % Operated 85 % Non-operated Ohio Utica 5 14 % Marcellus 65 % Total Net Wells 42 54 Pricing FT Fuel & Variable (Deduction) ($0.14) - ($0.16) Lateral Length (ft.) of Wells Turned Online Heat Content (Btu/Scf) Operated Marcellus 7,700 Marcellus 1050 Operated Ohio Utica 9,300 Utica 1080 Non-operated Ohio Utica 8,200 Cash Operating Costs ($/Mcfe) Lease Operating Expense $0.22 - $0.25 Gathering and Compression $0.45 - $0.50 2016 Capital Budget ($ in millions) Firm Transportation Expense $0.35 - $0.40 E&P Production Taxes and Impact Fees $0.04 - $0.06 Operated Marcellus $ 285 Total Cash Operating Costs $1.06 - $1.21 Operated Ohio Utica $ 175 Non-operated Ohio Utica $ 100 Cash G&A ($ in millions) Total Drilling & Completion $ 560 E&P $ 85 - $ 90 Land $ 80 Midstream $ 25 - $ 28 Total E&P $ 640 Total Cash G&A $ 110 - $ 118 RMP 2016 GUIDANCE (1) Guidance 2016 Capital Budget ($ in millions) Gas Gathering and Compression $ 140 Water Services $ 10 Total RMP $ 150 Estimated Maintenance Capital $ 11 Cash G&A ($ 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 20% - 25% Distributable Cash Flow ($ in millions) $ 90 - $ 100 Average DCF Coverage Ratio 1.3x - 1.5x % Distribution Growth 20% 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 1. As of February 24, 2016. 11 www.ricemidstream.com

Recent RICE Highlights Strong First Quarter Results Net production 675 MMcfe/d; 53% increase over prior year quarter Increased Adjusted EBITDAX to $109MM; 30% increase over prior year quarter Continued efficiency gains and service cost reductions lead to lower well costs of $925 and $1,380 per lateral foot in the Marcellus and Utica, respectively, for wells drilled and completed in 1Q16 55-75% single well returns at strip pricing (1) and average F&D of ~$0.55/Mcf Reduced E&P cost structure by 10% over prior year quarter to $1.23/Mcfe driven by reductions in G&A and LOE 83% of 1Q16 production received favorable non-appalachia pricing which drove 1Q16 avg. differential of ($0.21)/MMBtu, an ~$0.63/MMBtu premium over local markets 78% of 1Q16 production hedged at $3.37/MMBtu with avg. post-hedge realized price of $2.88/Mcf Prolific Midstream Growth Increased RMH 1Q16 gathering throughput to 454 MDth/d; 309% increase over prior year quarter Completed Strike Force midstream JV with GPOR including ~75,000 Utica acreage dedication from GPOR in Feb. 2016 RMH entered into gas gathering agreement with CNX to support their dry gas Utica development on ~13,000 core acres in Monroe County, OH Strong Liquidity and Healthy Balance Sheet In February 2016, completed a $375MM preferred equity investment by EIG In April 2016, completed primary equity offering of 20MM shares providing $312MM net proceeds Strong pro forma 1Q16 liquidity position of $1.3B (2)(3) and low LTM leverage of 1.8x (2)(4) 88% of rem. 2016 production hedged at $3.25/MMbtu and majority of 2017 hedged at $3.13/MMBtu Selected as Stalking Horse for Core Marcellus & Utica Acreage Agreement with Alpha Natural Resources to acquire Marcellus and Utica acreage in Greene County, PA for $200MM Expected process timing: Approved to be stalking horse with auction scheduled for May 16 th 1. Strip pricing as of 4/21/16, leading edge well costs. 2. Pro forma for 20 million share equity offering, assumes $200 million for the acquisition and $112 million for general corporate purposes. 3. Excludes Rice Midstream Partners LP. 4. Please see Adjusted EBITDAX Reconciliation for a description of Adjusted EBITDAX and Further Adjusted EBITDAX. 12 www.ricemidstream.com

Track Record of Low-Cost Growth MARCELLUS D&C COSTS ($/FT.) UTICA D&C COSTS ($/FT.) E&P PER UNIT CASH COSTS ($/MCFE) (1) $1,507 $2,588 $1.80 $1,269 $1,218 $1,150 $925 $1,715 $1,450 $1,380 $0.44 $0.38 $1.50 $0.43 $1.34 $1.23 $0.34 $0.23 $0.55 $0.38 $0.38 $0.40 $0.38 $0.36 $0.39 2013 2014 2015 2016E Leading Edge 21 21 NET WELLS TURNED TO SALES (2) 6,320 7,272 7,310 7,700 7,151-8,238 9,759 9,300-43 7 49 12 36 37 54 27 27 9 9 126 2014 2015 2016E Leading Edge NET PRODUCTION (MMCFE/D) 274 552 720 675 $0.43 $0.31 $0.26 $0.21 2013 2014 2015 1Q16 LOE and Taxes FT Gathering G&A MIDSTREAM THROUGHPUT (MDTH/D) 175 401 894 247 647 1,350 1,289 550 454 800 835 2013 2014 2015 2016E 1Q16 PA OH 2013 2014 2015 2016E 1Q16 1. RICE gathering agreements in OH and PA began in 2015. Gathering fee per Mcfe applied to 2013 and 2014 to show a relevant year over year comparison. 2. Net wells turned to sales with corresponding horizontal lateral lengths. 2013 2014 2015 2016E 1Q16 13 www.ricemidstream.com PA OH

RICE First Quarter 2016 Consolidated Financial Summary Solid first quarter results supported by well-capitalized balance sheet and ample liquidity QUARTERLY HIGHLIGHTS Net production averaged 675 MMcfe/d; 53% increase from 1Q15 83% of 1Q16 production sold to premium, non-appalachian markets LOE of $0.18/Mcfe, 18% reduction from 2015 LOE of $0.22/Mcfe Adjusted quarterly EBITDAX of $109MM Three Months Ended March 31, 2016 Total net production (MMcfe/d) 675 % Gas 99% % Operated 88% % Marcellus 70% Actual ($MM) $ / Mcfe NYMEX Henry Hub price ($/MMBtu) $2.09 Average basis impact ($/MMBtu) ($0.21) Firm transportation fuel & variables ($/MMBtu) ($0.14) Btu uplift (MMBtu/Mcf) $0.09 Pre-hedge realized price ($/Mcf) $1.83 Realized hedging gain ($/Mcf) $1.05 Post-hedge realized price ($/Mcf) $2.88 Total operating revenues $140 $2.28 Realized hedging gain $64 $1.05 Total operating revenues and hedging gain $204 $3.33 Lease operating $11 $0.18 Gathering, compression and transportation $28 $0.46 Production taxes and impact fees $2 $0.03 General and administrative $20 $0.33 Depletion, depreciation and amortization $79 $1.29 Adjusted EBITDAX $109 Further Adjusted EBITDAX (1) $151 1. Please see Adjusted EBITDAX Reconciliation for a description of Further Adjusted EBITDAX. 2. Pro forma for 20 million share equity offering, assumes $200 million for the acquisition and $112 million for general corporate purposes. CAPITALIZATION AT 3/31/2016 Three Months Ended ($ in millions) March 31, 2016 Cash Rice Energy $306 Rice Midstream Holdings $39 Rice Midstream Partners $10 Total consolidated cash $355 Mezzanine Equity $370 Long-term debt Rice Energy E&P credit facility - 6.25% Senior notes due 2022 $900 7.25% Senior notes due 2023 $397 Total Rice Energy debt $1,297 Rice Midstream Holdings credit facility $10 Rice Midstream Partners credit facility $159 Total consolidated debt $1,466 Net debt $1,111 (2) Pro forma net debt $999 Leverage (2) 1Q16 Net Debt / LTM EBITDA Rice Energy E&P 2.5x Rice Midstream Holdings 0.0x Rice Midstream Partners 1.7x (1) Consolidated 1.8x Capex Incurred D&C $188 Land $17 RMH $29 RMP $32 14 www.ricemidstream.com

RMP 1Q 2016 Adjusted EBITDA and DCF Reconciliation Three Months Ended ($ in thousands) March 31, 2016 Adjusted EBITDA reconciliation to loss from continuing operations: Net income $ 34,426 Interest expense 1,047 Acquisition costs 73 Depreciation expense 5,370 Amortization of intangible assets 408 Non-cash stock compensation expense 986 Amortization of deferred financing costs 144 Other income (212) Adjusted EBITDA $ 42,242 Cash interest expense (1,047) Estimated maintenance capital expenditures (2,800) Distributable cash flow $ 38,395 Reconciliation of Adjusted EBITDA to Cash used in operating activities: Adjusted EBITDA $ 42,242 Interest expense (1,047) Other expense 212 Acquisistion costs (73) Changes in operating assets and liabilities which provided cash (4,899) Net cash provided by operating activities $ 36,435 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 $1.0 million, plus interest expense of $0.1 million, depreciation expense of $1.1 million and non-cash equity compensation of $0.1 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 $7.3 million plus interest expense of $0.8 million, income tax expense of $5.8 million, depreciation expense of $7.0 million, non-cash equity compensation of $0.4 million and $1.0 million of incentive unit expense. 15 www.ricemidstream.com

RICE 1Q 2016 Adjusted EBITDAX Reconciliation Three Months Ended ($ in thousands) March 31, 2016 Adjusted EBITDAX reconciliation to net income (loss): Net income $ 3,305 Interest expense 24,521 Depreciation, depletion and amortization 79,185 Amortization of deferred financing costs 1,552 Amortization of intangible assets 408 Acquisition expense 472 Impairment of fixed assets 2,595 Gain on derivative instruments (1) (70,179) Net cash receipts on settled derivative instruments (1) 64,062 Non-cash stock compensation expense 4,809 Non-cash incentive unit (income) expense 24,142 Income tax benefit (6,375) Exploration expense 990 Other expense 832 Non-controlling interest (20,893) Adjusted EBITDAX $ 109,426 Non-controlling interest (2) 20,893 Water revenue adjustment (3) 20,571 Further Adjusted EBITDAX $ 150,890 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 noncontrolling 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 GAAP. 1. 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. 2. Add back non-controlling interest to Adjusted EBITDAX to calculate leverage metrics. 3. Add back RMP water distribution revenue from RICE s working interest share of the water fees that was eliminated in the RICE consolidation to calculate leverage metrics. 16 www.ricemidstream.com

Disclaimer 17 www.ricemidstream.com FORWARD-LOOKING STATEMENTS This presentation and the oral statements made in connection therewith may contain forward looking statements within the meaning of the securities laws. All statements, other than statements of historical fact, regarding Rice Midstream s strategy, future operations, financial position, estimated revenues and income/losses, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements often include the words could, may, assume, forecast, position, predict, strategy, expect, intend, plan, estimate, anticipate, believe, project, budget, potential, or continue, 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 Midstream's 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 Risk Factors in Rice Midstream s 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 Midstream s actual results and plans could differ materially from those expressed in any forward-looking statements. This 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 Midstream s 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.

Additional Disclosures 18 www.ricemidstream.com Determination of Identified Drilling Locations as of December 31, 2015 (not pro forma for Greene County Acreage Acquisition): Net undeveloped locations are calculated by taking RICE s total net acreage and multiplying such amount by a risking factor which is then divided by RICE s expected well spacing. RICE then subtracts net producing wells to arrive at undeveloped net drilling locations. Undeveloped Net Marcellus Locations RICE assumes these locations have 7,000 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 92,000 net acres in the Marcellus which results in 487 undeveloped net locations. Undeveloped Net Ohio Utica Locations RICE assumes these locations have 9,000 foot laterals and 1,000 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 56,000 net acres prospective for the Utica in Ohio which results in 215 undeveloped net locations. This excludes ~2,500 net acres in Guernsey and Harrison Counties in Ohio. Undeveloped Net Pennsylvania Utica Locations RICE assumes these locations have 8,000 foot laterals and 2,000 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 49,000 net acres prospective for the Utica in Pennsylvania which results in 105 undeveloped net locations.