Rice Energy Reports Third Quarter 2017 Results

CANONSBURG, Pa., Nov. 2, 2017 /PRNewswire/ -- Rice Energy Inc. (NYSE: RICE) ("Rice Energy") today reported third quarter 2017 financial and operating results. Highlights include:

    --  Net production averaged 1,440 MMcfe/d, a 6% increase from second quarter
        2017
    --  Rice Midstream Holdings LLC ("RMH") gathering throughput averaged 1,438
        MDth/d, a 22% increase from second quarter 2017
    --  Record low lease operating expense of $0.11 per Mcfe, a 21% decrease
        from second quarter 2017
    --  Net loss attributable to common stockholders of $107.1 million, or $0.49
        per diluted share
    --  Reported Adjusted EBITDAX((1)) of $233.9 million
    --  Exited the quarter with low leverage((1)) of 1.4x
    --  Closed the sale of the Barnett assets for $175 million((2))

Commenting on the results, Daniel J. Rice IV, Chief Executive Officer, said, "On behalf of the Rice family and our board, I want to take this opportunity to express our gratitude to our employees and shareholders for their unwavering dedication to Rice Energy's mission of becoming the paradigm for oil and gas companies of the shale generation. We are proud of the shareholder value that we have created while operating within our core values of stewardship, innovation, seeking excellence and teamwork."

Mr. Rice continued, "Our success is a testament to the core assets that we have acquired and developed with our shalennial((3)) team and I am highly confident that our operational momentum, as evidenced by our record third quarter results, will meaningfully contribute to EQT's future success. We are excited to combine our core assets with EQT's to create one of the most complete energy companies in the United States and derive even more long-term value for our shareholders."


             1.     Please see Supplemental "Non-GAAP
                    Financial Measures" for a
                    description of Adjusted EBITDAX,
                    Further Adjusted EBITDAX and
                    related reconciliations to the
                    comparable GAAP financial measures.
                    Leverage is defined as the ratio of
                    net debt to last twelve months
                    Further Adjusted EBITDAX.

             2.     On September 29, 2017, Rice Energy
                    received $141 million associated
                    with the closing of the sale of the
                    Barnett assets, which reflects
                    customary purchase price adjustments
                    attributable to a January 1, 2017
                    effective date.

             3.    Shalennial  /SH?l?en??l/
                    noun: (1)  an evolving, tech-driven
                    leader of the shale generation; (2)
                    an employee of Rice Energy

Special Meeting of Stockholders

We expect to hold a special meeting of stockholders in connection with the proposed merger with EQT Corporation (NYSE: EQT) ("EQT") on November 9, 2017 at 8:00 a.m. local time at Rice Energy's executive offices at 2200 Rice Drive, Canonsburg, PA 15317. Rice Energy stockholders of record at the close of business on September 21, 2017 will be entitled to receive notice of the special meeting and to vote at the special meeting.

Third Quarter 2017 Results



    Consolidated Results                       Three Months Ended                                   Nine Months Ended

                                               September 30, 2017                                   September 30, 2017
    ---                                        ------------------                                   ------------------


    Operating revenues (in thousands)                                        $365,282                                                 $1,157,395


    Operating expenses                    (in                    ($ / Mcfe)                   (in                 ($ / Mcfe)
                                      thousands)                                          thousands)
                                      ---------                                           ---------

    Lease operating(1)                                $14,392                                             $0.11                                      $54,336                                   $0.15

    Gathering, compression,
     transportation                       45,138                                     0.34                               123,695                          0.33

    Production taxes and impact fees       6,179                                     0.05                                19,011                          0.05

    General and administrative(1)         29,906                                     0.23                                91,641                          0.25

    Depreciation, depletion and
     amortization                        156,890                                     1.18                               439,672                          1.19


                                          (in                   (per diluted                  (in                (per diluted
                                      thousands)                    share)                thousands)                 share)
                                      ---------                     -----                 ---------                  -----

    Net loss attributable to common
     stockholders                                  $(107,092)                                          $(0.49)                                   $(79,382)                                $(0.38)

    Adjusted EBITDAX(2)                              $233,858                                                                   $710,175

    Adjusted net income(3)                            $11,706                                             $0.05                                      $85,481                                   $0.40


    Financial position (in millions)                                                                                                                      As of September 30, 2017
                                                                                                                                                          ------------------------

    Total liquidity(4)                                                                                                                                                             $1,648

    Cash and cash equivalents                                                                                                                                                        $271

    Long-term debt                                                                                                                                                                 $1,803

    Leverage(2)                                                                                                                                                               1.4

As of September 30, 2017, our liquidity position, excluding RMP, was $1,648 million comprised of $1,439 million of upstream liquidity ($187 million of cash on hand and $1,252 million revolver availability) and $209 million of RMH liquidity ($83 million of cash on hand and $127 million revolver availability). Our balance sheet remains strong with low leverage((2)) of 1.4x.


    1.              Excludes stock-based compensation
                    expense of $0.1 million and $6.3
                    million attributable to lease
                    operating and general and
                    administrative expenses,
                    respectively, for the three months
                    ended September 30, 2017 and $0.5
                    million and $17.6 million is
                    excluded in lease operating and
                    general and administrative expenses,
                    respectively, for the nine months
                    ended September 30, 2017.

    2.              Please see Supplemental "Non-GAAP
                    Financial Measures" for a
                    description of Adjusted EBITDAX,
                    Further Adjusted EBITDAX and
                    related reconciliations to the
                    comparable GAAP financial measures.
                    Leverage is defined as the ratio of
                    net debt to last twelve months
                    Further Adjusted EBITDAX.

    3.              The above Adjusted net income per
                    diluted share calculation is
                    computed based on the weighted
                    average number of diluted shares
                    outstanding of 220,893,125 and
                    211,353,970 for the three and nine
                    months ended September 30, 2017,
                    respectively.

    4.             Excludes Rice Midstream Partners LP.


    E&P Segment Results                    Three Months Ended                       Nine Months Ended
                                           September 30, 2017                       September 30, 2017
    ---                                    ------------------                       ------------------


    Production

    Net production (Bcfe)                                        132                                                 370

    Net production (MMcfe/d)                                   1,440                                               1,356

    Operated                                                      93%                                                 92%


    Operating revenues (in
     thousands)

    Natural gas, oil & NGL sales                             $303,196                            $1,008,922

    Other revenue                                             11,200                                              29,179

    Realized gain (loss) on
     derivative instruments                                   25,642                                              (1,522)
                                                              ------                                              ------

    Total operating revenues and
     realized loss on derivative
     instruments                                             $340,038                            $1,036,579


    Realized Pricing ($/MMBtu)

    NYMEX Henry Hub price                                       $3.00                                 $3.17

    Average basis impact                                       (0.76)                                              (0.51)

    FT fuel and variables                                      (0.08)                                              (0.08)

    Btu uplift (MMBtu/Mcf)                                      0.12                                                0.14
                                                                ----                                                ----

    Pre-hedge realized price
     ($/Mcf)                                                    2.28                                                2.72

    Post-hedge realized price
     ($/Mcf)                                                    $2.47                                 $2.71
                                                                =====                                 =====


    Operating expenses                (in                   ($ / Mcfe)          (in                 ($ / Mcfe)
                                  thousands)                                thousands)
                                   ---------                                 ---------

    Lease operating(1)                            $14,419                                    $0.11                        $54,458      $0.15

    Gathering and compression          60,068                          0.45                             160,635                   0.43

    Transportation                     35,795                          0.27                             103,038                   0.28

    Production taxes and impact
     fees                               6,179                          0.05                              19,011                   0.05

    Exploration                         5,042                          0.04                              16,160                   0.04

    General and administrative(1)      18,759                          0.14                              58,709                   0.16

    Depreciation, depletion and
     amortization                     153,221                          1.16                             426,538                   1.15


    Operating (loss) income (in
     thousands)                                              $(21,396)                              $29,338


    E&P capital expenditures (in
     millions)

    Operated Marcellus                                           $149                                  $352

    Operated Ohio Utica                                           69                                                 202

    Non-operated Utica                                             8                                                  42
                                                                 ---                                                 ---

    Total Drilling & Completion                                  226                                                 596

    Land(2)                                                       35                                                 139
                                                                 ---                                                 ---

    Total                                                        $261                                  $735
                                                                 ====                                  ====


    Financial position (in
     millions)                                                                          As of

                                                                              September 30, 2017
                                                                              ------------------

    E&P liquidity                                                                                               $1,439

    Cash and cash equivalents                                                                                     $187

    Long-term debt                                                                                              $1,407


    E&P Operational
     Highlights               Three Months Ended
                              September 30, 2017
    ---

                    Marcellus Utica              Barnett Total
                    --------- -----              ------- -----

    Production
     (MMcfe/d)            899                472              69    1,440


    Operational
     activity (net
     wells)

    Drilled                25                  7               -      32

    Completed              20                 10               -      30

    Average lateral
     lengths            7,750             11,000               -       -


    Appalachia net
     acres            211,000             66,000               - 277,000

During the quarter, we turned to sales three net Marcellus wells with an average lateral length of 6,600 feet and five net operated Utica wells with an average lateral length of 8,000 feet. In addition, we turned to sales four net non-operated Ohio Utica wells. Our third quarter development costs per lateral foot averaged $860 in the Marcellus and $1,150 in the Utica for wells drilled and completed.


    1.              Excludes stock-based compensation
                    expense of $0.1 million and $4.7
                    million attributable to lease
                    operating and general and
                    administrative expenses,
                    respectively, for the three months
                    ended September 30, 2017 and $0.5
                    million and $13.6 million is
                    included in lease operating and
                    general and administrative
                    expenses, respectively, for the
                    nine months ended September 30,
                    2017.

    2.              Excludes $36 million and $105 million
                    of royalty purchases for the three
                    and nine months ended September 30,
                    2017, respectively. During the first
                    nine months of the year, we added
                    approximately 11,000 royalty acres.


    RMH Segment Results                Three Months Ended                    Nine Months Ended
                                       September 30, 2017                    September 30, 2017
    (in thousands, except volumes)
    -----------------------------


    Operating volumes (MDth/d)

    Gathering volumes

    Affiliate                                         546                                          487

    Third-party                                       892                                          709
                                                      ---                                          ---

    Total                                           1,438                                        1,196


    Compression volumes

    Affiliate                                         295                                          270

    Third-party                                       235                                          242
                                                      ---                                          ---

    Total                                             530                                          512

    Operating revenues

    Gathering                                                        $36,312                           $89,185

    Compression                                     3,212                                  9,130
                                                    -----                                  -----

    Total                                          39,524                                 98,315


    Total operating expenses                       10,554                                 29,413
                                                   ------                                 ------

    Operating income                                                 $28,970                           $68,902


    Capital expenditures (in millions)                                   $60                              $173


    LP + IDR cash distributions
     received from RMP(1) (in
     millions)                                                            $9                               $26


    Financial position (in millions)                             As of

                                                          September 30, 2017
                                                          ------------------

    RMH liquidity                                                                          $209

    Cash and cash equivalents                                                               $83

    Revolving credit facility                                                              $174


    Acreage dedication                                               172,000

    Third-party                                                          72%

Second quarter gathering throughput averaged 1,438 MDth/d, which consisted of 1,093 MDth/d related to the operations of Rice Olympus Midstream ("ROM") and 668 MDth/d related to the operations of Strike Force Midstream, offset by an elimination of 323 MDth/d that is related to operations of both ROM and Strike Force Midstream.


    1.              Net of 91.75% ownership
                    interest.


    RMP Segment Results  Three Months Ended          Nine Months Ended
                                                     September 30, 2017
    (in thousands,
     except volumes)      September 30, 2017
    ----------------     ------------------


    Operating volumes
     (MDth/d)

    Gathering volumes

    Affiliate                          1,168                              1,106

    Third-party                          315                                254
                                         ---                                ---

    Total                              1,483                              1,360


    Compression volumes

    Affiliate                            712                                661

    Third-party                          315                                255
                                         ---                                ---

    Total                              1,027                                916


    Water services
     assets (MMGal)

    Pennsylvania                         279                                652

    Ohio                                 298                                714
                                         ---                                ---

    Total                                577                              1,366


    Operating revenues

    Gathering                                $47,068                            $123,601

    Compression                        7,266                             19,318

    Water                             27,367                             73,909
                                      ------                             ------

    Total                             81,701                            216,828


    Total operating
     expenses                         27,054                             74,571
                                      ------                             ------

    Operating income                  54,647                            142,257


    Capital expenditures
     (in millions)                               $63                                $136


    Financial position
     (in millions)                                          As of

                                                     September 30, 2017
                                                     ------------------

    RMP liquidity                                                         $630

    Cash and cash
     equivalents                                                            $2

    Revolving credit
     facility                                                             $222


    Acreage dedication                                          243,000

    Third-party                                                     14%

Third quarter gathering throughput averaged 1,483 MDth/d, consisting of 1,168 MDth/d affiliate volumes and 315 MDth/d third party volumes. Freshwater delivery volumes were 577 MMgal, consisting of 431 MMgal affiliate volumes and 146 MMgal third party volumes, driving significant growth as a result of accelerated completion activity.

On October 20, 2017, RMP declared a quarterly distribution of $0.2814 per unit for the third quarter 2017, an increase of $0.0103 per unit, or 4%, relative to second quarter 2017. The distribution will be payable on November 16, 2017 to unitholders of record as of November 7, 2017.

RMP's results were released today and are available at www.ricemidstream.com.

About Rice Energy

Rice Energy Inc. is an independent natural gas and oil company focused on the acquisition, exploration and development of natural gas and oil properties in the Appalachian Basin. For more information, please visit our website at www.riceenergy.com.

Forward Looking Statements

This release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than historical facts included or incorporated herein that address activities, events or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), projected operational results, production growth, basis exposure, hedging, the timing and number of well completions, forecasted gathering volumes, revenues, Adjusted EBITDAX, further Adjusted EBITDAX; distribution growth, distributable cash flow, the timing of completion and nature of midstream projects, the terms, timing and completion of any acquisitions or divestitures, business strategy and measures to implement strategy, competitive strengths, goals, expansion and growth of our business and operations, plans, market conditions, references to future success, references to intentions as to future matters and other such matters are forward-looking statements. All forward-looking statements speak only as of the date of this release. Although we believe that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements.

We caution you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the exploration for and development, production, gathering and sale of natural gas, NGLs and oil. These risks include, but are not limited to: commodity price volatility; inflation; lack of availability of drilling and production equipment and services; environmental risks; drilling and other operating risks; regulatory changes; the uncertainty inherent in estimating natural gas reserves and in projecting future rates of production, cash flow and access to capital; the timing of development expenditures; and risks related to joint venture operations. Information concerning these and other factors can be found in our filings with the Securities and Exchange Commission, including our Forms 10-K, 10-Q and 8-K. Consequently, all of the forward-looking statements made in this news release are qualified by these cautionary statements and there can be no assurances that the actual results or developments anticipated by us will be realized, or even if realized, that they will have the expected consequences to or effects on us, our business or operations. We have no intention, and disclaim any obligation, to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise.

This release does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed business combination between EQT and Rice.

In connection with the proposed transaction, EQT has filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 on July 27, 2017, that includes a joint proxy statement of EQT and Rice and also constitutes a prospectus of EQT, and has filed a definitive proxy statement on October 12, 2017. Each of EQT and Rice also plan to file other relevant documents with the SEC regarding the proposed transactions. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. The definitive joint proxy statement/prospectus(es) for EQT and/or Rice will be mailed to shareholders of EQT and/or Rice, as applicable.

INVESTORS AND SECURITY HOLDERS OF EQT AND RICE ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT(S), PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents containing important information about EQT and Rice, once such documents are filed with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by EQT will be available free of charge on EQT's website at www.eqt.com or by directing a request to Investor Relations, EQT Corporation, EQT Plaza, 625 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3111, Tel. No. (412) 553-5700. Copies of the documents filed with the SEC by Rice will be available free of charge on Rice's website at www.riceenergy.com or by directing a request to Investor Relations, Rice Energy Inc., 2200 Rice Drive, Canonsburg, Pennsylvania 15317, Tel. No. (724) 271-7200.

EQT, Rice and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Rice is set forth in Rice's proxy statement for its 2017 annual meeting of shareholders, which was filed with the SEC on April 17, 2017. Information about the directors and executive officers of EQT is set forth in its proxy statement for its 2017 annual meeting, which was filed with the SEC on March 6, 2017. These documents may be obtained free of charge from the sources indicated above.

Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when such materials become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from EQT or Rice using the sources indicated above.


                                                                              Rice Energy Inc.

                                                                   Consolidated Statements of Operations

                                                                                (Unaudited)


                                            Three Months Ended                                           Nine Months Ended
                                                                                                          September 30,
                                               September 30,

    (in thousands, except share
     data)                            2017                    2016                     2017                               2016
                                      ----                    ----                     ----                               ----

    Operating revenues:

    Natural gas, oil and natural
     gas liquids sales                       $303,196                                         $162,354                         $1,008,922      $397,108

    Gathering, compression and
     water services                 50,886                             25,176                               119,294                 73,456

    Other revenue                   11,200                             11,390                                29,179                 24,296

    Total operating revenues       365,282                            198,920                             1,157,395                494,860


    Operating expenses:

    Lease operating                 14,392                             11,668                                54,336                 31,557

    Gathering, compression and
     transportation                 45,138                             29,597                               123,695                 84,898

    Production taxes and impact
     fees                            6,179                              3,695                                19,011                  8,005

    Exploration                      5,042                              3,396                                16,160                  9,934

    Midstream operation and
     maintenance                     6,536                              4,080                                21,498                 18,225

    Incentive unit expense           3,271                              5,920                                10,954                 44,902

    Acquisition expense              6,330                                614                                 8,945                  1,171

    Stock compensation expense       6,469                              5,953                                18,170                 16,994

    Impairment of gas properties         -                                 -                               92,355                      -

    Impairment of fixed assets           -                                 -                                    -                 2,595

    Loss on sale of Barnett
     Assets                         15,915                                  -                               15,915                      -

    General and administrative      29,906                             24,365                                91,641                 67,721

    Depreciation, depletion and
     amortization                  156,890                             83,195                               439,672                247,132

    Amortization of intangible
     assets                            412                                411                                 1,220                  1,222

    Other expense                   14,876                             10,153                                34,241                 25,800
                                    ------                             ------                                ------                 ------

    Total operating expenses       311,356                            183,047                               947,813                560,156
                                   -------                            -------                               -------                -------


    Operating income (loss)         53,926                             15,873                               209,582               (65,296)

    Interest expense              (28,734)                          (24,421)                             (83,026)              (73,744)

    Other (expense) income           (196)                           (1,900)                                  258                    862

    Gain on derivative
     instruments                    32,534                            183,915                               121,313                 52,539

    Gain (loss) on embedded
     derivatives                     1,049                                  -                             (14,368)                     -

    Amortization of deferred
     financing costs               (3,262)                           (1,247)                              (9,340)               (4,416)

    Income (loss) before income
     taxes                          55,317                            172,220                               224,419               (90,055)

    Income tax benefit (expense)  (10,559)                          (81,142)                             (43,900)                45,729
                                   -------                            -------                               -------                 ------

    Net income (loss)               44,758                             91,078                               180,519               (44,326)

    Less: Net income
     attributable to
     noncontrolling interests     (44,438)                          (16,665)                            (122,971)               (55,535)

    Net (loss) income
     attributable to Rice Energy
     Inc.                              320                             74,413                                57,548               (99,861)

    Less: Preferred dividends
     and accretion of redeemable
     noncontrolling interests    (107,412)                           (8,581)                            (136,930)               (19,983)
                                  --------                             ------                              --------                -------

    Net (loss) income
     attributable to Rice Energy
     Inc. common stockholders              $(107,092)                                         $65,832                          $(79,382)   $(119,844)
                                            =========                                          =======                           ========     =========


    (Loss) earnings per share-
     basic                                    $(0.49)                                           $0.42                            $(0.38)      $(0.80)

    (Loss) earnings per share-
     diluted                                  $(0.49)                                           $0.41                            $(0.38)      $(0.80)


                                                                             Rice Energy Inc.

                                                                      Segment Results of Operations

                                                                               (Unaudited)

    Exploration and Production Segment


                                                Three Months Ended                                       Nine Months Ended
                                                                                                     September 30,
                                                September 30,

    (in thousands, except volumes)        2017                   2016                  2017                               2016
                                          ----                   ----                  ----                               ----


    Operating volumes:

    Natural gas production (MMcf)      131,162                         68,524                               366,295                198,269

    Oil and NGL production (MBbls)         215                             35                                   646                    132
                                           ---                            ---                                   ---                    ---

    Total production (MMcfe)           132,449                         68,733                               370,168                199,058


    Operating results:

    Operating revenues:

    Natural gas, oil and NGL sales              $303,196                                      $162,695                         $1,008,922      $397,449

    Other revenue                       11,200                         11,390                                29,179                 24,296

    Total operating revenues           314,396                        174,085                             1,038,101                421,745


    Operating expenses:

    Lease operating                     14,419                         11,668                                54,458                 31,557

    Gathering, compression and
     transportation                     95,863                         56,957                               263,673                156,467

    Production taxes and impact
     fees                                6,179                          3,695                                19,011                  8,005

    Exploration                          5,042                          3,396                                16,160                  9,934

    Incentive unit expense               3,177                          5,751                                10,641                 42,763

    Acquisition costs                    6,410                            614                                 7,973                    614

    Impairment of gas properties             -                             -                               92,355                      -

    Impairment of fixed assets               -                             -                                    -                 2,595

    Loss on sale of Barnett Assets      15,915                              -                               15,915                      -

    Stock compensation expense           4,794                          4,053                                14,062                 10,035

    General and administrative          18,759                         15,934                                58,709                 45,027

    Depreciation, depletion and
     amortization                      153,221                         79,736                               426,538                234,207

    Other expense                       12,013                         10,063                                29,268                 25,561

    Total operating expenses           335,792                        191,867                             1,008,763                566,765


    Operating income (loss)                    $(21,396)                                    $(17,782)                           $29,338    $(145,020)


    Average costs per Mcfe:

    Lease operating                                $0.11                                         $0.17                              $0.15         $0.16

    Gathering and compression             0.45                           0.44                                  0.43                   0.42

    Transportation                        0.27                           0.39                                  0.28                   0.37

    Production taxes & impact fees        0.05                           0.05                                  0.05                   0.04

    Exploration                           0.04                           0.05                                  0.04                   0.05

    Incentive unit expense                0.02                           0.08                                  0.03                   0.21

    Stock compensation                    0.04                           0.06                                  0.04                   0.05

    General and administrative            0.14                           0.23                                  0.16                   0.23

    Depreciation, depletion and
     amortization                         1.16                           1.16                                  1.15                   1.18


    Rice Midstream Holdings Segment


                                        Three Months Ended             Nine Months Ended
                                          September 30,                  September 30,

    (in thousands, except
     volumes)                         2017                 2016        2017                 2016
                                      ----                 ----        ----                 ----


    Operating volumes:

    Gathering volumes (MDth/d)       1,438                         812                    1,196       642

    Compression volumes (MDth/d)       530                         483                      512       436


    Operating results:

    Operating revenues:

    Gathering revenues                        $36,312                         $16,189            $89,185  $33,969

    Compression revenues             3,212                       2,796                    9,130     7,540

    Total operating revenues        39,524                      18,985                   98,315    41,509


    Operating expenses:

    Midstream operation and
     maintenance                     1,505                         960                    3,242     2,418

    Incentive unit expense              94                         169                      313     2,139

    Acquisition expense              (115)                          -                     443       484

    Stock compensation expense       1,505                       1,291                    3,679     4,231

    General and administrative       4,882                       4,058                   13,889     9,958

    Depreciation, depletion and
     amortization                    2,067                       1,577                    5,254     4,222

    Other expense                      616                           -                   2,593         -

    Total operating expenses        10,554                       8,055                   29,413    23,452


    Operating income                          $28,970                         $10,930            $68,902  $18,057


    Rice Midstream Partners Segment


                                           Three Months Ended                       Nine Months Ended
                                             September 30,                            September 30,

    (in thousands, except
     volumes)                         2017                 2016        2017                2016
                                      ----                 ----        ----                ----


    Operating volumes:

    Gathering volumes (MDth/d)       1,483                         957                   1,360              909

    Compression volumes (MDth/d)     1,027                         745                     916              488

    Water services volumes
     (MMGal)                           577                         135                   1,366              932


    Operating results:

    Operating revenues:

    Gathering revenues                       $47,068                        $28,473                   $123,601  $80,408

    Compression revenues             7,266                       5,030                  19,318            9,931

    Water services revenues         27,367                       7,564                  73,909           51,818

    Total operating revenues        81,701                      41,067                 216,828          142,157


    Operating expenses:

    Midstream operation and
     maintenance                    10,259                       4,559                  28,139           17,292

    Acquisition expense                 35                         411                     529               73

    Equity compensation expense        169                         609                     429            2,728

    General and administrative       6,265                       4,373                  19,043           12,736

    Depreciation expense             7,667                       5,489                  22,831           17,714

    Amortization of intangible
     assets                            412                           -                  1,220            1,222

    Other expense                    2,247                          90                   2,380              239

    Total operating expenses        27,054                      15,531                  74,571           52,004


    Operating income                         $54,647                        $25,536                   $142,257  $90,153

Rice Energy Inc.
Supplemental Non-GAAP Financial Measures
(Unaudited)

Adjusted EBITDAX and Further Adjusted EBITDAX are supplemental non-GAAP financial measures that are 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 (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. We define Further Adjusted EBITDAX as Adjusted EBITDAX after non-controlling interest and water revenue adjustment. Neither Adjusted EBITDAX nor Further Adjusted EBITDAX is a measure of net income as determined by United States generally accepted accounting principles, or GAAP.

Management believes Adjusted EBITDAX is a useful measure to the users of our financial statements because it allows them to more effectively evaluate our operating performance and compare the results of our operations from period to period and against our peers without regard to our financing methods or capital structure. We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDAX because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Management believes Further Adjusted EBITDAX is useful because it allows them to assess the level of consolidated leverage of the company and compare this level to peers. The adjustments made to Adjusted EBITDAX to calculate Further Adjusted EBITDAX address the intercompany eliminations of items impacting Adjusted EBITDAX as a result of the consolidation of RMP, the outstanding indebtedness of which is consolidated with that of the company without regard to non-controlling interest. These adjustments include the addition of non-controlling interest as well as the addition of a water revenue adjustment attributable to charges for fresh water delivery services and produced water hauling services provided by RMP to RICE, a charge that generates revenue for RMP but does not have a corresponding expense at the RICE level, as such costs are capitalized.

Adjusted EBITDAX and Further Adjusted EBITDAX should not be considered as alternatives to, or more meaningful than, net income as determined in accordance with GAAP or as indicators of our operating performance or liquidity. Certain items excluded from Adjusted EBITDAX and Further Adjusted EBITDAX are significant components in understanding and assessing a company's financial performance, such as a company's cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDAX or Further Adjusted EBITDAX. Our computations of Adjusted EBITDAX and Further Adjusted EBITDAX may not be comparable to other similarly titled measures of other companies. We believe that these measures are widely followed measures of operating performance used by investors.

The following table presents a reconciliation of the non-GAAP financial measure of Adjusted EBITDAX to the GAAP financial measure of net income (loss).


    (in thousands)        Three Months Ended          Nine Months Ended             Twelve Months Ended
                          September 30, 2017          September 30, 2017
                                                                                    September 30, 2017
                                                                                    ------------------

    Adjusted EBITDAX
     reconciliation to
     net income:

    Net income (loss)                         $44,758                                                   $180,519            $(23,975)

    Interest expense                  28,734                                 83,026                                 108,909

    Depreciation,
     depletion and
     amortization                    156,890                                439,672                                 560,995

    Amortization of
     deferred financing
     costs                             3,262                                  9,340                                  12,469

    Amortization of
     intangible assets                   412                                  1,220                                   1,632

    Acquisition expense                6,330                                  8,945                                  13,883

    Impairment of gas
     properties                            -                                92,355                                 113,208

    Impairment of fixed
     assets                                -                                     -                                 20,462

    (Gain) loss on
     derivative
     instruments (1)                (32,534)                             (121,313)                                 151,462

    Net cash receipts
     (payments) on
     settled derivative
     instruments (1)                  25,642                                (1,522)                                 36,243

    Non-cash stock
     compensation expense              6,469                                 18,170                                  40,068

    Non-cash incentive
     unit expense                      3,271                                 10,954                                  17,813

    Income tax expense                10,559                                 43,900                                (52,583)

    Exploration expense                5,042                                 16,160                                  21,385

    (Gain) loss on
     embedded derivatives            (1,049)                                14,368                                  14,368

    Loss on sale of
     Barnett Assets                   15,915                                 15,915                                  15,915

    Other expense                          -                                     -                                  6,506

    Non-controlling
     interest
     attributable to
     midstream entities             (39,843)                             (101,534)                               (121,414)
                                     -------                               --------                                --------

    Adjusted EBITDAX(2)                      $233,858                                                   $710,175             $937,346
                                             ========                                                   ========             ========


    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.              Excluded from the above Adjusted
                    EBITDAX reconciliation is the
                    impact of non-controlling
                    interest attributable to midstream
                    entities and the elimination of
                    intercompany water revenues
                    between Rice Energy subsidiaries
                    and Rice Midstream Partners of
                    $39.8 million and $14.4 million,
                    respectively, for the three months
                    ended September 30, 2017, $101.5
                    million and $46.0 million,
                    respectively, for the nine months
                    ended September 30, 2017, and
                    $121.4 million and $64.7 million,
                    respectively, for the twelve
                    months ended September 30, 2017.
                    When including these impacts, our
                    Further Adjusted EBITDAX is $288.1
                    million, $857.7 million and $1.1
                    billion for the three, nine and
                    twelve months ended September 30,
                    2017, respectively. Our
                    consolidated net debt to last
                    twelve months Further Adjusted
                    EBITDAX ratio is 1.4x. Also
                    included in the above
                    reconciliation is the non-
                    controlling interest attributable
                    to Rice Energy Operating LLC, as
                    we view our business on a fully
                    diluted basis.

Rice Energy Inc.
Supplemental Non-GAAP Financial Measures
(Unaudited)

Adjusted net income (loss) 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 net income (loss) as net income (loss) before impairment of gas properties, impairment of fixed assets, derivative fair value (gain) loss, net cash receipts on settled derivative instruments, incentive unit expense, acquisition expense and other non-recurring items. Adjusted net income (loss) is not a measure of net income as determined by United States generally accepted accounting principles, or GAAP.

We believe that many investors use adjusted net income (loss) in making investment decisions and in evaluating our operational trends and our performance relative to other oil and gas producing companies.

The following table presents a reconciliation of the non-GAAP financial measure of adjusted net income to the GAAP financial measure of net income.


    (in
     thousands)     Three Months Ended         Nine Months Ended
                    September 30, 2017         September 30, 2017
                    ------------------         ------------------

     Reconciliation
     to
     net
     income
     attributable
     to
     Rice
     Energy
     Inc:

    Net
     income                            $44,758                                $180,519

    Non-
     controlling
     interest
     attributable
     to
     midstream
     entities                 (39,843)                             (101,534)

     Impairment
     of
     gas
     properties                      -                                92,355

    Gain
     on
     derivative
     instruments
     (1)                     (32,534)                             (121,313)

    Net
     cash
     receipts
     (payments)
     on
     settled
     derivative
     instruments
     (1)                       25,642                                (1,522)

     Incentive
     unit
     expense                     3,271                                 10,954

     (Gain)
     loss
     on
     embedded
     derivatives               (1,049)                                14,368

    Loss
     on
     sale
     of
     Barnett
     Assets                     15,915                                 15,915

     Income
     tax
     effect
     of
     reconciling
     items                     (4,454)                               (4,261)

     Adjusted
     net
     income
     attributable
     to
     Rice
     Energy
     Inc.(2)                           $11,706                                 $85,481
                                       =======                                 =======


    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
                    net income on a cash basis during
                    the period the derivatives
                    settled.

    2.              The above Adjusted net income
                    reconciliation deducts the tax
                    impact of non-controlling
                    interest attributable to midstream
                    entities of $39.8 million and
                    $101.5 million for the three and
                    nine months ended September 30,
                    2017, respectively. Also, the
                    above reconciliation does not
                    deduct the non-controlling
                    interest attributable to Rice
                    Energy Operating LLC, as we view
                    our business on a fully diluted
                    basis.


                            Rice Energy Inc.

                     Supplemental Balance Sheet Data

                               (Unaudited)


    The table below provides supplemental balance sheet data as of
     September 30, 2017.


    (in thousands)                      September 30, 2017
                                        ------------------

    Cash and cash
     equivalents                                                 $271,243

    Long-term debt

    6.25% Senior Notes
     Due April 2022(1)                             889,668

    7.25% Senior Notes
     Due May 2023(2)                               392,510

    Senior Secured
     Revolving Credit
     Facility                                      125,000

    Midstream Holdings
     Revolving Credit
     Facility                                      173,500

    RMP Revolving
     Credit Facility                               222,000
                                                   -------

    Total long-term
     debt                                                      $1,802,678
                                                               ==========

    Net debt                                                   $1,531,435
                                                               ==========


    1.              Net of unamortized deferred
                    finance costs and original
                    discount issuances of $10,332
                    (in thousands).

    2.              Net of unamortized deferred
                    finance costs and original
                    discount issuances of $7,490
                    (in thousands).


                                                                                                                 Rice Energy Inc.

                                                                                                              Derivatives Information

                                                                                                                    (Unaudited)


    This table provides data associated with our derivatives as of October 9, 2017 for the periods indicated:


    All-In Fixed Price
     Derivatives                                  Rem.                     2018                      2019                   2020      2021
                                                     2017
    ---                                              ----


    NYMEX Natural Gas Swaps:
    ------------------------

    Volume Hedged (BBtu/d)                            720                                665                                 467                 578     338

    Wtd Average Swap Price
     ($/MMBtu)                                                $3.22                                           $3.00                           $2.93             $2.92          $2.85


    NYMEX Natural Gas Collars:
    --------------------------

    Volume Hedged (BBtu/d)                            290                                285                                 190                   -      -

    Wtd Average Floor Price
     ($/MMBtu)                                                $3.08                                           $3.15                           $3.00       $         -   $         -

    Wtd Average Call Price
     ($/MMBtu)                                                $3.73                                           $3.63                           $3.50       $         -   $         -


    NYMEX Natural Gas Calls:
    ------------------------

    Volume Hedged (BBtu/d)                             50                                120                                 152                 135      20

    Wtd Average Price
     ($/MMBtu)                                                $2.92                                           $3.32                           $3.45             $3.47          $3.70


    NYMEX Natural Gas Deferred Puts:
    --------------------------------

    Volume Hedged (BBtu/d)                             80                                 30                                  20                   -      -

    Wtd Avg. Net Floor Price
     ($/MMBtu)                                                $2.59                                           $2.77                           $2.80       $         -   $         -


    NYMEX Volume Excl Calls
     (BBtu/d)                                       1,090                                980                                 677                 578     338

    NYMEX Volume Incl Calls
     (BBtu/d)                                       1,140                              1,100                                 829                 713     358

    Swap, Collar & Put Floor
     ($/MMBtu)                                                $3.14                                           $3.04                           $2.95             $2.92          $2.85
    ------------------------                                  -----                                           -----                           -----             -----          -----


    Waha Natural Gas Swaps
    ----------------------

    Volume Hedged (BBtu/d)                             45                                 22                                   9                   -      -

    Wtd Average Swap Price
     ($/MMBtu)                                                $3.11                                           $3.01                           $3.29       $         -   $         -


    Dominion Natural Gas Swaps
    --------------------------

    Volume Hedged (BBtu/d)                            250                                257                                  92                   -      -

    Wtd Average Swap Price
     ($/MMBtu)                                                $2.24                                           $2.23                           $2.34       $         -   $         -


    Total Fixed Price Derivatives
    -----------------------------

    Volume Hedged Excl.
     Calls (BBtu/d)                                 1,385                              1,259                                 778                 578     338

    Volume Hedged Incl.
     Calls (BBtu/d)                                 1,435                              1,379                                 930                 713     358

    Wtd Average Swap Price
     ($/MMBtu)                                                $2.97                                           $2.87                           $2.88             $2.92          $2.85
    ----------------------                                    -----                                           -----                           -----             -----          -----


    Basis Contract Derivatives
    --------------------------

    Appalachian Basis
    -----------------

    Volume Hedged (BBtu/d)                            500                                361                                 450                 515     340

    Wtd Average Swap Price
     ($/MMBtu)                                              $(0.96)                                        $(0.65)                        $(0.58)          $(0.56)       $(0.54)


    Other Basis (MichCon/Gulf Coast)
    --------------------------------

    Volume Hedged (BBtu/d)                            447                    302                       167                     73                  20

    Wtd Average Swap Price
     ($/MMBtu)                                              $(0.13)                                        $(0.13)                        $(0.15)          $(0.14)       $(0.12)


    Total Basis Swaps
    -----------------

    Volume Hedged (BBtu/d)                            947                                663                                 617                 588     360

    Wtd Average Swap Price
     ($/MMBtu)                                              $(0.57)                                        $(0.41)                        $(0.46)          $(0.51)       $(0.52)
    ----------------------                                   ------                                          ------                          ------            ------         ------


    WTI Swaps
    ---------

    Volume Hedged (Bbls/d)                             50                      -                                  -                    -              -

    Wtd Average Swap Price
     ($/bbl)                                                    $45                                     $         -                    $         -      $         -   $         -


    NGL Swaps
    ---------

    Volume Hedged (Bbls/d)                            496                      -                                  -                    -              -

    Wtd Average Swap Price
     ($/bbl)                                                    $15                                     $         -                    $         -      $         -   $         -

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