8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 21, 2017

RICE ENERGY INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36273	46-3785773
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2200 Rice Drive

Canonsburg, Pennsylvania 15317

(Address of Principal Executive Offices) (Zip Code)

(724) 271-7200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On February 22, 2017, Rice Energy Inc. (the “Company”) announced its results for the quarter and year ended December 31, 2016. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 21, 2017, the Board of Directors (the “Board”) of the Company adopted the following amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”) effective immediately:

• To modify the voting standard applicable to the election of directors to the Board from a plurality of votes cast to a majority of votes cast;

• To conform certain voting provisions in the Bylaws to provisions set forth in the Certificate of Incorporation (including the Certificate of Designation of the Company’s Class A Preferred Stock); and

• To include certain minor and conforming changes to eliminate certain dated references that are longer applicable to the Company and relating to the foregoing items (collectively, the “Bylaw Amendments”).

A copy of the Bylaws, as amended, is attached hereto as Exhibit 3.1. The foregoing description of the Bylaw Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, which is filed hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.	Description
3.1	Rice Energy Inc. Amended and Restated Bylaws (Dated February 21, 2017).
99.1	Press Release dated February 22, 2017.

THE INFORMATION FURNISHED UNDER ITEM 2.02 OF THIS CURRENT REPORT, INCLUDING EXHIBIT 99.1 ATTACHED HERETO, SHALL NOT BE DEEMED “FILED” FOR THE PURPOSES OF SECTION 18 OF THE SECURITIES AND EXCHANGE ACT OF 1934, NOR SHALL IT BE DEEMED INCORPORATED BY REFERENCE INTO ANY REGISTRATION STATEMENT OR OTHER FILING PURSUANT TO THE SECURITIES ACT OF 1933, EXCEPT AS OTHERWISE EXPRESSLY STATED IN SUCH FILING.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RICE ENERGY INC.
By:	/s/ Daniel J. Rice IV
	Daniel J. Rice IV
	Director, Chief Executive Officer

Dated: February 22, 2017

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Rice Energy Inc. Amended and Restated Bylaws (Dated February 21, 2017).
99.1	Press Release dated February 22, 2017.

THE INFORMATION FURNISHED UNDER ITEM 2.02 OF THIS CURRENT REPORT, INCLUDING EXHIBIT 99.1 ATTACHED HERETO, SHALL NOT BE DEEMED “FILED” FOR THE PURPOSES OF SECTION 18 OF THE SECURITIES AND EXCHANGE ACT OF 1934, NOR SHALL IT BE DEEMED INCORPORATED BY REFERENCE INTO ANY REGISTRATION STATEMENT OR OTHER FILING PURSUANT TO THE SECURITIES ACT OF 1933, EXCEPT AS OTHERWISE EXPRESSLY STATED IN SUCH FILING.

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED BYLAWS

OF

RICE ENERGY INC.

Incorporated under the Laws of the State of Delaware

ARTICLE I

OFFICES AND RECORDS

SECTION 1.1. Registered Office. The registered office of Rice Energy Inc. (the “Corporation”) in the State of Delaware shall be located at 1209 Orange Street, City of Wilmington, County of New Castle, and the name of the Corporation’s registered agent at such address is The Corporation Trust Company. The registered office and registered agent of the Corporation may be changed from time to time by the board of directors of the Corporation (the “Board”) in the manner provided by applicable law.

SECTION 1.2. Other Offices. The Corporation may have such other offices, either within or without the State of Delaware, as the Board may designate or as the business of the Corporation may from time to time require.

SECTION 1.3. Books and Records. The books and records of the Corporation may be kept outside the State of Delaware at such place or places as may from time to time be designated by the Board.

ARTICLE II

STOCKHOLDERS

SECTION 2.1. Annual Meeting. If required by applicable law, an annual meeting of the stockholders of the Corporation shall be held at such date, time and place, if any, either within or without the State of Delaware, and time as may be fixed by resolution of the Board. Any other proper business may be transacted at the annual meeting. The Board may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board.

SECTION 2.2. Special Meeting. Special meetings of stockholders of the Corporation may be called only by the Chief Executive Officer, the Chairman of the Board or the Board pursuant to a resolution adopted by a majority of the total number of directors that the Corporation would have if there were no vacancies; provided, however, that prior to the first date on which Rice Energy Holdings LLC, Daniel J. Rice III, NGP Rice Holdings, LLC and NGP Energy Capital Management, L.L.C. and their respective Affiliates (as such term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (each, a “Sponsor” and together, the “Sponsor Group”) no longer collectively beneficially own more than 50% of the outstanding shares of Common Stock (the “Trigger Date”), special meetings of the stockholders of the Corporation may also be called by the Secretary of the Corporation at the request of the holders of record of a majority of the outstanding shares of Common Stock. For purposes of these Bylaws, beneficial ownership of shares shall be determined in accordance with Rule 13d-3 promulgated under the Exchange Act. On and after the Trigger Date, subject to the rights of holders of any series of Preferred Stock, the stockholders of the Corporation do not have the power to call a special meeting of stockholders of the Corporation. The Board may postpone, reschedule or cancel any special meeting of the stockholders previously scheduled by the Board.

SECTION 2.3. Record Date.

(A) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the

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date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by applicable law, not be more than 60 nor less than ten days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(B) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

(C) Unless otherwise restricted by the Amended and Restated Certificate of Incorporation of the Corporation, as it may be amended from time to time (the “Certificate of Incorporation”), in order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted the Board. If no record date for determining stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board, (i) when no prior action of the Board is required by applicable law, the record date for such purpose shall be the first date on which a signed written consent setting for the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board is required by applicable law, the record date for such purpose shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

SECTION 2.4. Stockholder List. The officer who has charge of the stock ledger shall prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at any meeting of stockholders (provided, however, if the record date for determining the stockholders entitled to vote is less than ten days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the 10^th day before the meeting date), arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in the name of such stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either on a reasonably accessible electronic network (provided that the information required to gain access to the list is provided with the notice of the meeting) or during ordinary business hours at the principal place of business of the Corporation. The stock list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by applicable law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of the stockholders.

SECTION 2.5. Place of Meeting. The Board, the Chairman of the Board or the Chief Executive Officer, as the case may be, may designate the place of meeting for any annual meeting or for any special meeting of the stockholders. If no designation is so made, the place of meeting shall be the principal executive offices of the Corporation. The Board, acting in its sole discretion, may establish guidelines and procedures in accordance with applicable provisions of the Delaware General Corporation Law (the “DGCL”) and any other applicable law for the

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participation by stockholders and proxy holders in a meeting of stockholders by means of remote communications, and may determine that any meeting of stockholders will not be held at any place but will be held solely by means of remote communication. Stockholders and proxy holders complying with such procedures and guidelines and otherwise entitled to vote at a meeting of stockholders shall be deemed present in person and entitled to vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication.

SECTION 2.6. Notice of Meeting. Written or printed notice, stating the place, if any, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten days nor more than 60 days before the date of the meeting, in a manner pursuant to Section 7.7 hereof, to each stockholder of record entitled to vote at such meeting. The notice shall specify (i) the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting), (ii) the place, if any, date and time of such meeting, (iii) the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, (iv) in the case of a special meeting, the purpose or purposes for which such meeting is called and (v) such other information as may be required by applicable law or as may be deemed appropriate by the Board, the Chairman of the Board or the Chief Executive Officer or the Secretary of the Corporation. If the stockholder list referred to in Section 2.4 of these Bylaws is made accessible on an electronic network, the notice of meeting must indicate how the stockholder list can be accessed. If the meeting of stockholders is to be held solely by means of electronic communications, the notice of meeting must provide the information required to access such stockholder list during the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at his address as it appears on the stock transfer books of the Corporation. The Corporation may provide stockholders with notice of a meeting by electronic transmission provided such stockholders have consented to receiving electronic notice in accordance with the DGCL. Such further notice shall be given as may be required by applicable law. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the notice of meeting. Meetings may be held without notice if all stockholders entitled to vote are present, or if notice is waived by those not present in accordance with Section 7.4 of these Bylaws.

SECTION 2.7. Quorum and Adjournment of Meetings.

(A) Except as otherwise provided by applicable law or by the Certificate of Incorporation, the holders of a majority in voting power of the outstanding shares of stock of the Corporation entitled to vote at the meeting , represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. The chairman of the meeting or the holders of a majority in voting power so represented (or, with respect to specified business to be voted on by a class or series of stock voting as a class, the holders of a majority of the shares of such class or series) may adjourn the meeting from time to time, whether or not there is such a quorum. The stockholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

(B) Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.

SECTION 2.8. Proxies. At all meetings of stockholders, a stockholder may vote by proxy executed in writing (or in such other manner prescribed by the DGCL) by the stockholder or by his duly authorized attorney-in-fact. Any copy, facsimile transmission or other reliable reproduction of the writing or transmission created pursuant to this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile transmission or other reproduction shall be a complete reproduction of the entire original writing or transmission. No proxy may be voted or acted upon after the expiration of three years from the date of such proxy, unless such proxy provides for a longer

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period. Every proxy is revocable at the pleasure of the stockholder executing it unless the proxy states that it is irrevocable and applicable law makes it irrevocable. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary of the Corporation.

SECTION 2.9. Notice of Stockholder Business and Nominations.

(A) Annual Meetings of Stockholders.

(1) Nominations of persons for election to the Board and the proposal of other business to be considered by the stockholders at an annual meeting of stockholders may be made only (a) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (b) by or at the direction of the Board or any committee thereof or (c) subject to the then-applicable terms of the Stockholders’ Agreement, among the Corporation and certain of its stockholders, dated as of January 29, 2014 (as amended, the “Stockholders’ Agreement”), by any stockholder of the Corporation who (i) was a stockholder of record at the time of giving of notice provided for in these Bylaws and at the time of the annual meeting, (ii) is entitled to vote at the meeting and (iii) complies with the notice procedures set forth in these Bylaws as to such business or nomination; Section 2.9(A)(1)(c) of these Bylaws shall be the exclusive means for a stockholder to make nominations or submit other business (other than matters properly brought under Rule 14a-8 under the Exchange Act, and included in the Corporation’s notice of meeting) before an annual meeting of the stockholders.

(2) For any nominations or any other business to be properly brought before an annual meeting by a stockholder pursuant to Section 2.9(A)(1)(c) of these Bylaws, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be a proper matter for stockholder action under the DGCL. To be timely, a stockholder’s notice shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the close of business on the 120^th day and not later than the close of business on the 90^th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120^th day prior to the date of such annual meeting and not later than the close of business on the later of the 90^th day prior to such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10^th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above. To be in proper form, a stockholder’s notice (whether given pursuant to this Section 2.9(A)(2) or Section 2.9(B)) to the Secretary of the Corporation must:

(a) set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, if any, (ii) (A) the class or series and number of shares of the Corporation that are, directly or indirectly, owned beneficially and of record by such stockholder and such beneficial owner, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of stock of the Corporation or otherwise (a “Derivative Instrument”), directly or indirectly owned beneficially by such stockholder and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (C) a description of any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder has a right to vote any shares of any security of the Corporation, (D) any short interest in any security of the Corporation (for purposes of these Bylaws a person shall be deemed to have a “short interest” in a security if such person directly or indirectly, through any contract, arrangement,

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understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (G) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such stockholder’s immediate family sharing the same household (which information shall be supplemented by such stockholder and beneficial owner, if any, not later than ten days after the record date for the meeting to disclose such ownership as of the record date), (iii) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (iv) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to bring such nomination or other business before the meeting, and (v) a representation as to whether such stockholder or any such beneficial owner intends or is part of a group that intends to (x) deliver a proxy statement or form of proxy to holders of at least the percentage of the voting power of the Corporation’s outstanding stock required to approve or adopt the proposal or to elect each such nominee or (y) otherwise to solicit proxies from stockholders in support of such proposal or nomination. If requested by the Corporation, the information required under clauses (a)(i) and (ii) of the preceding sentence of this Section 2.9(A)(2) shall be supplemented by such stockholder and any such beneficial owner not later than ten days after the record date for notice of the meeting to disclose such information as of such record date;

(b) if the notice relates to any business other than a nomination of a director or directors that the stockholder proposes to bring before the meeting, set forth (i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such stockholder and beneficial owner, if any, in such business and (ii) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder;

(c) set forth, as to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board (i) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (ii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and

(d) with respect to each nominee for election or reelection to the Board, include a completed and signed questionnaire, representation and agreement required by Section 2.9(A)(2)

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of these Bylaws. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

(3) Notwithstanding anything in the second sentence of Section 2.9(A)(2) of these Bylaws to the contrary, in the event that the number of directors to be elected to the Board is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by these Bylaws shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the 10^th day following the day on which such public announcement is first made by the Corporation.

(4) The foregoing notice requirements of this Section 2.9(A) shall be deemed satisfied by a stockholder with respect to business or a nomination if such stockholder has notified the Corporation of his intention to present a proposal and such stockholder’s proposal or nomination has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.

(B) Special Meetings of Stockholders.

Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to a notice of meeting (a) by or at the direction of the Board or any committee thereof or (b) provided, that the Board has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who (i) is a stockholder of record at the time of giving of notice provided for in these Bylaws and at the time of the special meeting, (ii) is entitled to vote at the meeting, and (iii) complies with the notice procedures set forth in these Bylaws. In the event a special meeting of stockholders is called for the purpose of electing one or more directors to the Board, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by Section 2.9(A)(2) of these Bylaws with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 2.9(A)(2) of these Bylaws) shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the close of business on the 120^th day prior to such special meeting and not later than the close of business on the later of the 90^th day prior to such special meeting or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the 10^th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period for the giving of a stockholder’s notice as described above.

(C) General.

(1) Only such persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible to serve as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in these Bylaws. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal or nomination shall be disregarded.

(2) For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by Dow Jones News Service, the Associated Press, or any other national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

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(3) Notwithstanding the foregoing provisions of these Bylaws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these Bylaws; provided, however, that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to Section 2.9(A)(1)(c) or Section 2.9(B) of these Bylaws. Nothing in these Bylaws shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of preferred stock of the Corporation (“Preferred Stock”) if and to the extent provided for under applicable law, the Certificate of Incorporation or these Bylaws.

(4) The Corporation may require any proposed stockholder nominee for director to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation. Unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) making a nomination or proposal under this Section 2.9 does not appear at a meeting of stockholders to present such nomination or proposal, the nomination shall be disregarded and the proposed business shall not be transacted, as the case may be, notwithstanding that proxies in favor thereof may have been received by the Corporation. For purposes of this Section 2.9, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

SECTION 2.10. Conduct of Business. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the person presiding over any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

SECTION 2.11. Required Vote. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, and except as provided in this Section and in Section 3.9 of these Bylaws, each director shall be elected by the vote of the majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present, provided that if as of a date that is fourteen (14) days in advance of the date the Corporation files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission, the number of nominees (including those proposed nominees identified in any notices delivered pursuant to Section 2.9 of these Bylaws and not withdrawn by such date, or determined ineligible) exceeds the number of directors to be elected, the directors shall be elected by a plurality of the votes validly cast at any such meeting and entitled to vote on the election of directors. For purposes

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of this section, a majority of the votes cast means that the number of votes cast “for” a director must exceed the number of votes cast against that director. Except as otherwise provided by applicable law, the rules and regulations of any stock exchange applicable to the Corporation, the Certificate of Incorporation, or these Bylaws, in all matters other than the election of directors and certain non-binding advisory votes described below, the affirmative vote of the holders of a majority in voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the stockholders. In non-binding advisory matters with more than two possible vote choices, the affirmative vote of a plurality of the votes cast by holders of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the recommendation of the stockholders.

SECTION 2.12. Treasury Stock. The Corporation shall not vote, directly or indirectly, shares of its own stock owned by it or any other corporation, if shares entitled to cast a majority of the votes in the election of directors of such corporation is held, directly or indirectly by the Corporation, and such shares will not be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or such other corporation, to vote stock of the Corporation held in a fiduciary capacity.

SECTION 2.13. Inspectors of Elections; Opening and Closing the Polls. At any meeting at which a vote is taken by ballots, the Board by resolution may, and when required by applicable law, shall, appoint one or more inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives, to act at the meetings of stockholders and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act or is able to act at a meeting of stockholders and the appointment of an inspector is required by applicable law, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his duties, shall take and sign an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of his ability. The inspectors shall have the duties prescribed by applicable law.

SECTION 2.14. Stockholder Action by Written Consent. Prior to the Trigger Date, any action required or permitted to be taken at any annual meeting or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent or consents in writing, setting forth the action so taken, is or are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. On and after the Trigger Date, subject to the rights of holders of any series of Preferred Stock with respect to such series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be taken at a duly held annual or special meeting of stockholders and may not be taken by any consent in writing of such stockholders.

ARTICLE III

BOARD OF DIRECTORS

SECTION 3.1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board elected in accordance with these Bylaws. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders. The directors shall act only as a Board, and the individual directors shall have no power as such.

SECTION 3.2. Number, Tenure and Qualifications. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Board. The term of each director shall be as set forth in the Certificate of Incorporation.

SECTION 3.3. Regular Meetings. Subject to Section 3.5, regular meetings of the Board shall be held on such dates, and at such times and places, as are determined from time to time by resolution of the Board.

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SECTION 3.4. Special Meetings. Special meetings of the Board shall be called at the request of the Chairman of the Board, the Chief Executive Officer or a majority of the Board then in office. The person or persons authorized to call special meetings of the Board may fix the place, if any, and time of the meetings. Any business may be conducted at a special meeting of the Board.

SECTION 3.5. Notice. Notice of any meeting of directors shall be given to each director at his business or residence in writing by hand delivery, first-class or overnight mail, courier service or facsimile or electronic transmission or orally by telephone. If mailed by first-class mail, such notice shall be deemed adequately delivered when deposited in the United States mails so addressed, with postage thereon prepaid, at least five days before such meeting. If by overnight mail or courier service, such notice shall be deemed adequately delivered when the notice is delivered to the overnight mail or courier service company at least 24 hours before such meeting. If by facsimile or electronic transmission, such notice shall be deemed adequately delivered when the notice is transmitted at least 24 hours before such meeting. If by telephone or by hand delivery, the notice shall be given at least 24 hours prior to the time set for the meeting and shall be confirmed by facsimile or electronic transmission that is sent promptly thereafter. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting, except for amendments to these Bylaws, as provided under Section 8.1. A meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in accordance with Section 7.4 of these Bylaws.

SECTION 3.6. Action by Consent of Board. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, including by electronic transmission, and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board or committee. Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State of the State of Delaware.

SECTION 3.7. Conference Telephone Meetings. Members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting, except where such person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

SECTION 3.8. Quorum. Subject to Section 3.9, a whole number of directors equal to at least a majority of the Board shall constitute a quorum for the transaction of business, but if at any meeting of the Board there shall be less than a quorum present, a majority of the directors present may adjourn the meeting from time to time without further notice unless (i) the date, time and place, if any, of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 3.5 of these Bylaws shall be given to each director, or (ii) the meeting is adjourned for more than 24 hours, in which case the notice referred to in clause (i) shall be given to those directors not present at the announcement of the date, time and place of the adjourned meeting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

SECTION 3.9. Vacancies. Subject to applicable law, the rights of holders of any series of Preferred Stock and the then-applicable terms of the Stockholders’ Agreement, any newly created directorship that results from an increase in the number of directors or any vacancy on the Board that results from the death, disability, resignation, disqualification or removal of any director or from any other cause shall be filled solely by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director and shall not be filled by the stockholders. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall hold office for the remaining term of his predecessor. No decrease in the number of authorized directors constituting the Board shall shorten the term of any incumbent director.

SECTION 3.10. Removal. Until the Trigger Date, subject to the rights of the holders of shares of any series of Preferred Stock, if any, to elect additional directors pursuant to the Certificate of Incorporation (including any certificate of designation thereunder) and the then-applicable terms of the Stockholders’ Agreement, any director

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may be removed at any time, either for or without cause, upon the affirmative vote of the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote generally for the election of directors, acting at a meeting of the stockholders or by written consent (if permitted) in accordance with the DGCL, the Certificate of Incorporation and these Bylaws. On and after the Trigger Date, subject to the rights of the holders of shares of any series of Preferred Stock, if any, to elect additional directors pursuant to the Certificate of Incorporation (including any certificate of designation thereunder) and the then-applicable terms of the Stockholders’ Agreement, any director may be removed only for cause, upon the affirmative vote of the holders of at least 66²/₃% of the outstanding shares of stock of the Corporation entitled to vote generally for the election of directors, acting at a meeting of the stockholders or by written consent (if permitted) in accordance with the DGCL, the Certificate of Incorporation and these Bylaws.

SECTION 3.11. Records. The Board shall cause to be kept a record containing the minutes of the proceedings of the meetings of the Board and of the stockholders, appropriate stock books and registers and such books of records and accounts as may be necessary for the proper conduct of the business of the Corporation.

SECTION 3.12. Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board shall have authority to fix the compensation of directors, including fees and reimbursement of expenses. The Corporation will cause each non-employee director serving on the Board to be reimbursed for all reasonable out-of-pocket costs and expenses incurred by him in connection with such service.

SECTION 3.13. Regulations. To the extent consistent with applicable law, the Certificate of Incorporation and these Bylaws, the Board may adopt such rules and regulations for the conduct of meetings of the Board and for the management of the affairs and business of the Corporation as the Board may deem appropriate.

ARTICLE IV

COMMITTEES

SECTION 4.1. Designation; Powers. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent permitted by applicable law and to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

SECTION 4.2. Procedure; Meetings; Quorum. Any committee designated pursuant to Section 4.1 shall choose its own chairman by a majority vote of the members then in attendance in the event the chairman has not been selected by the Board, shall keep regular minutes of its proceedings and report the same to the Board when requested, and shall meet at such times and at such place or places as may be provided by the charter of such committee or by resolution of such committee or resolution of the Board. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the adoption by it of any resolution. The Board shall adopt a charter for each committee for which a charter is required by applicable laws, regulations or stock exchange rules, may adopt a charter for any other committee, and may adopt other rules and regulations for the governance of any committee not inconsistent with the provisions of these Bylaws or any such charter, and each committee may adopt its own rules and regulations of governance, to the extent not inconsistent with these Bylaws or any charter or other rules and regulations adopted by the Board.

SECTION 4.3. Substitution of Members. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of the absent or disqualified member.

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ARTICLE V

OFFICERS

SECTION 5.1. Officers. The officers of the Corporation shall be a Chairman of the Board, a Chief Executive Officer, a Secretary, a Treasurer and such other officers as the Board from time to time may deem proper. The Chairman of the Board shall be chosen from among the directors. All officers elected by the Board shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article V. Such officers shall also have such powers and duties as from time to time may be conferred by the Board or by any committee thereof. The Board or any committee thereof may from time to time elect, or the Chairman of the Board or Chief Executive Officer may appoint, such other officers (including one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers) and such agents, as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in these Bylaws or as may be prescribed by the Board or such committee thereof or by the Chairman of the Board or Chief Executive Officer, as the case may be.

SECTION 5.2. Election and Term of Office. The officers of the Corporation shall be elected or appointed from time to time by the Board. Each officer shall hold office until his successor shall have been duly elected or appointed and shall have qualified or until his death or until he shall resign, but any officer may be removed from office at any time by the affirmative vote of a majority of the Board or, except in the case of an officer or agent elected by the Board, by the Chairman of the Board or Chief Executive Officer. Such removal shall be without prejudice to the contractual rights, if any, of the person so removed. No elected officer shall have any contractual rights against the Corporation for compensation by virtue of such election beyond the date of the election of his successor, his death, his resignation or his removal, whichever event shall first occur, except as otherwise provided by contract or employee plan.

SECTION 5.3. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the stockholders and of the Board. The Chairman of the Board shall perform all duties incidental to the office that may be required by law and all such other duties as are properly required by the Board. He shall make reports to the Board and the stockholders, and shall see that all orders and resolutions of the Board and of any committee thereof are carried into effect. The Chairman of the Board may also serve as Chief Executive Officer, if so elected by the Board.

SECTION 5.4. Chief Executive Officer. The Chief Executive Officer shall act in a general executive capacity and shall be responsible for the administration and operation of the Corporation’s business and general supervision of its policies and affairs. The Chief Executive Officer shall, in the absence of or because of the inability to act of the Chairman of the Board, perform all duties of the Chairman of the Board and preside at all meetings of stockholders and of the Board. The Chief Executive Officer shall have the authority to sign, in the name and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and all other documents and instruments in connection with the business of the Corporation.

SECTION 5.5. President. The President, if any, shall have such powers and shall perform such duties as shall be assigned to him by the Board.

SECTION 5.6. Senior Vice Presidents and Vice Presidents. Each Senior Vice President and Vice President, if any, shall have such powers and shall perform such duties as shall be assigned to him by the Board.

SECTION 5.7. Treasurer. The Treasurer shall exercise general supervision over the receipt, custody and disbursement of corporate funds. The Treasurer shall cause the funds of the Corporation to be deposited in such banks as may be authorized by the Board, or in such banks as may be designated as depositaries in the manner provided by resolution of the Board. He shall have such further powers and duties and shall be subject to such directions as may be granted or imposed upon him from time to time by the Board, the Chairman of the Board or the Chief Executive Officer.

SECTION 5.8. Secretary. The Secretary shall keep or cause to be kept in one or more books provided for that purpose, the minutes of all meetings of the Board, the committees of the Board and the stockholders; he shall see that all notices are duly given in accordance with the provisions of these Bylaws and as required by applicable law; he shall be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock

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certificates of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal; and he shall see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and in general, he shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board, the Chairman of the Board or the Chief Executive Officer.

SECTION 5.9. Vacancies. A newly created elected office and a vacancy in any elected office because of death, resignation, or removal may be filled by the Board for the unexpired portion of the term at any meeting of the Board. Any vacancy in an office appointed by the Chairman of the Board or the Chief Executive Officer because of death, resignation, or removal may be filled by the Chairman of the Board or the Chief Executive Officer.

SECTION 5.10. Action with Respect to Securities of Other Corporations. Unless otherwise directed by the Board, the Chief Executive Officer shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of security holders of or with respect to any action of security holders of any other corporation in which the Corporation may hold securities and otherwise to exercise any and all rights and powers that the Corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE VI

STOCK CERTIFICATES AND TRANSFERS

SECTION 6.1. Stock Certificates and Transfers. The interest of each stockholder of the Corporation shall be evidenced by certificates for shares of stock in such form as the appropriate officers of the Corporation may from time to time prescribe, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock may be uncertificated or electronic shares. The shares of the stock of the Corporation shall be entered in the books of the Corporation as they are issued and shall exhibit the holder’s name and number of shares. Subject to the provisions of the Certificate of Incorporation, the shares of the stock of the Corporation shall be transferred on the books of the Corporation, which may be maintained by a third-party registrar or transfer agent, by the holder thereof in person or by his attorney, upon surrender for cancellation of certificates for at least the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require or upon receipt of proper transfer instructions from the registered holder of uncertificated shares and upon compliance with appropriate procedures for transferring shares in uncertificated form, at which time the Corporation shall issue a new certificate to the person entitled thereto (if the stock is then represented by certificates), cancel the old certificate and record the transaction upon its books.

Each certificated share of stock shall be signed, countersigned and registered in such manner as the Board may by resolution prescribe, which resolution may permit all or any of the signatures on such certificates to be in facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

SECTION 6.2. Lost, Stolen or Destroyed Certificates. No certificate for shares or uncertificated shares of stock in the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen, except on production of such evidence of such loss, destruction or theft and on delivery to the Corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board or any financial officer may in its or his discretion require.

SECTION 6.3. Ownership of Shares. The Corporation shall be entitled to treat the holder of record of any share or shares of stock of the Corporation as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

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SECTION 6.4. Regulations Regarding Certificates. The Board shall have the power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer and registration or the replacement of certificates for shares of stock of the Corporation. The Corporation may enter into additional agreements with stockholders to restrict the transfer of stock of the Corporation in any manner not prohibited by the DGCL.

ARTICLE VII

MISCELLANEOUS PROVISIONS

SECTION 7.1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December of each year.

SECTION 7.2. Dividends. Except as otherwise provided by law or the Certificate of Incorporation, the Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares of stock, which dividends may be paid in either cash, property or shares of stock of the Corporation. A member of the Board, or a member of any committee designated by the Board, shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, as to the value and amount of the assets, liabilities or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.

SECTION 7.3. Seal. The corporate seal shall have inscribed thereon the words “Corporate Seal,” the year of incorporation and around the margin thereof the words “Rice Energy Inc. — Delaware.”

SECTION 7.4. Waiver of Notice. Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of the DGCL, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, including by electronic transmission, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders or the Board or committee thereof need be specified in any waiver of notice of such meeting. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 7.5. Resignations. Any director or any officer, whether elected or appointed, may resign at any time by giving written notice, including by electronic transmission, of such resignation to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective as of the close of business on the date said notice is received by the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, or at such later time as is specified therein. No formal action shall be required of the Board or the stockholders to make any such resignation effective.

SECTION 7.6. Indemnification and Advancement of Expenses.

(A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (a “Covered Person”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director,

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officer, employee or agent, against all expenses, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by such Covered Person in connection with such proceeding.

(B) The Corporation shall, to the fullest extent not prohibited by applicable law as it presently exists or may hereafter be amended, pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition; provided, however, that to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Section 7.6 or otherwise.

(C) The rights to indemnification and advancement of expenses under this Section 7.6 shall be contract rights and such rights shall continue as to a Covered Person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 7.6, except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to a Covered Person in connection with a proceeding (or part thereof) initiated by such Covered Person only if such proceeding (or part thereof) was authorized by the Board.

(D) If a claim for indemnification under this Section 7.6 (following the final disposition of such proceeding) is not paid in full within sixty days after the Corporation has received a claim therefor by the Covered Person, or if a claim for any advancement of expenses under this Section 7.6 is not paid in full within thirty days after the Corporation has received a statement or statements requesting such amounts to be advanced, the Covered Person shall thereupon (but not before) be entitled to file suit to recover the unpaid amount of such claim. If successful in whole or in part, the Covered Person shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by applicable law. In any such action, the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

(E) The rights conferred on any Covered Person by this Section 7.6 shall not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, any provision of the Certificate of Incorporation, these Bylaws, any agreement or vote of stockholders or disinterested directors or otherwise.

(F) This Section 7.6 shall not limit the right of the Corporation, to the extent and in the manner permitted by applicable law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

(G) Any Covered Person entitled to indemnification and/or advancement of expenses, in each case pursuant to this Section 7.6, may have certain rights to indemnification, advancement and/or insurance provided by one or more persons with whom or which such Covered Person may be associated (including, without limitation, any Sponsor). The Corporation hereby acknowledges and agrees that (i) the Corporation shall be the indemnitor of first resort with respect to any proceeding, expense, liability or matter that is the subject of this Section 7.6, (ii) the Corporation shall be primarily liable for all such obligations and any indemnification afforded to a Covered Person in respect of a proceeding, expense, liability or matter that is the subject of this Section 7.6, whether created by law, organizational or constituent documents, contract or otherwise, (iii) any obligation of any persons with whom or which a Covered Person may be associated (including, without limitation, any Sponsor) to indemnify such Covered Person and/or advance expenses or liabilities to such Covered Person in respect of any proceeding shall be secondary to the obligations of the Corporation hereunder, (iv) the Corporation shall be required to indemnify each Covered Person and advance expenses to each Covered Person hereunder to the fullest extent provided herein without regard to any rights such Covered Person may have against any other person with whom or which such Covered Person may be associated (including, without limitation, any Sponsor) or insurer of any such person, and (v) the Corporation irrevocably waives, relinquishes and releases any other person with whom or which a Covered Person may be associated (including, without limitation, any Sponsor) from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by the Corporation hereunder.

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SECTION 7.7. Notices. Except as otherwise specifically provided in these Bylaws or required by applicable law, all notices required to be given to any stockholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by commercial courier service, or by facsimile or other electronic transmission, provided that notice to stockholders by electronic transmission shall be given in the manner provided in Section 232 of the DGCL. Any such notice shall be addressed to such stockholder, director, officer, employee or agent at his last known address as the same appears on the books of the Corporation. Without limiting the manner by which notice otherwise may be given effectively, notice to any stockholder shall be deemed given: (1) if by facsimile, when directed to a number at which the stockholder has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (3) if by posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; (4) if by any other form of electronic transmission, when directed to the stockholder; and (5) if by mail, when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

SECTION 7.8. Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board or a committee thereof.

SECTION 7.9. Time Periods. In applying any provision of these Bylaws that require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

SECTION 7.10. Reliance Upon Books, Reports and Records. Each director, each member of any committee designated by the Board, and each officer of the Corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees designated by the Board, or by any other person as to the matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

ARTICLE VIII

AMENDMENTS

SECTION 8.1. Amendments. Subject to the provisions of the Certificate of Incorporation, these Bylaws may be amended, altered or repealed (a) by resolution adopted by a majority of the directors present at any special or regular meeting of the Board at which a quorum is present if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting, (b) until the Trigger Date, at any regular or special meeting of the stockholders upon the affirmative vote of at least a majority of the shares of the Corporation entitled to vote in the election of directors if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting, or (c) on and after the Trigger Date, at any regular or special meeting of the stockholders upon the affirmative vote of at least 66 ²⁄₃% of the shares of the Corporation entitled to vote in the election of directors if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting. So long as the Stockholders’ Agreement remains in effect, the Board shall not approve any amendment, alteration or repeal of any provision of these Bylaws, or the adoption of any new Bylaw, that would be contrary to or inconsistent with the then-applicable terms of the Stockholders’ Agreement.

Notwithstanding the foregoing, Sections 3.9 and 3.10 and this paragraph of Section 8.1 may only be amended, altered or repealed (a) until the Trigger Date, at any regular or special meeting of the stockholders upon the affirmative vote of at least a majority of the shares of the Corporation entitled to vote thereon if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting, or (b) on and after the Trigger Date, at any regular or special meeting of the stockholders upon the affirmative vote of at least 66 ²⁄₃% of the shares of the Corporation entitled to vote thereon if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting.

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Notwithstanding the foregoing, (x) no amendment to the Stockholders’ Agreement (whether or not such amendment modifies any provision to the Stockholders’ Agreement to which these Bylaws are subject) shall be deemed an amendment of these Bylaws for purposes of this Section 8.1, and (y) no amendment, alteration or repeal of Section 7.6 shall adversely affect any right or protection existing under these Bylaws immediately prior to such amendment, alteration or repeal, including any right or protection of a present or former director, officer or employee thereunder in respect of any act or omission occurring prior to the time of such amendment.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Rice Energy Reports Fourth Quarter and Full-Year 2016 Financial and Operating Results

CANONSBURG, Pa. – February 22, 2017 /PRNewswire/ – Rice Energy Inc. (NYSE: RICE) (“Rice Energy”) today reported fourth quarter and full-year 2016 financial and operational results. 2016 highlights include:

• Fourth quarter net production averaged 1,145 MMcfe/d, an 83% increase from prior year’s quarter (49% increase excluding acquired Vantage Energy production)

• 2016 net production averaged 831 MMcfe/d, 4% above the high end of guidance and a 51% increase from prior year (41% increase excluding acquired Vantage Energy production)

• Invested $686 million of E&P capital in 2016 with development costs per foot approximately 32% below the 2015 average

• Reduced fourth quarter per unit operating costs to $0.61 per Mcfe, a 14% decrease from the prior year quarter

• Net loss of $204.5 million for the fourth quarter and $248.8 million for the full year

• Adjusted EBITDAX⁽¹⁾ of $202 million for the fourth quarter and $575.5 million for the full year

• Year-end 2016 proved reserves totaled 4.0 Tcfe, a 136% increase, with $1.6 billion and $3.2 billion pre-tax PV-10⁽¹⁾ at SEC and strip pricing⁽²⁾, respectively

• Added approximately 100,000 net acres in Appalachia throughout the year and ended the year with approximately 248,000 net Appalachian acres

• Rice Midstream Holdings LLC (“RMH”) 2016 gathering throughput of 708 MDth/d, an increase of 187% relative to the prior year

• Acquired Vantage Energy for $2.7 billion on October 19, 2016

• Exited the year with liquidity of $1.9 billion⁽³⁾ and leverage of 1.5x⁽¹⁾ net debt to 2016 Further Adjusted EBITDAX

Commenting on the results, Daniel J. Rice IV, Chief Executive Officer, said, “We faced the challenging 2016 business headwinds head on and used them as an opportunity to demonstrate the resiliency of our assets, our strategy and our team. We meaningfully reduced our development and operating costs without compromising the productivity of our core wells, which made us a leaner, more efficient organization, which in turn made our acquisition of Vantage Energy that much more attractive. The Vantage Energy acquisition checks all of our strategic boxes and allows us to operate at a greater scale with one of the largest, most concentrated drilling inventories of truly core acreage in the Appalachia basin. I am proud of our record results in 2016 that have provided the operational momentum to repeat our success in 2017.”

1. Please see “Supplemental Non-GAAP Financial Measures” for a description of Adjusted EBITDAX, Further Adjusted EBITDAX, PV-10 and related reconciliations to comparable GAAP financial measures.

2. Strip pricing as of 12/31/16.

3. Excludes Rice Midstream Partners LP.

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2016 Consolidated Results	Three Months Ended December 31, 2016			Year Ended December 31, 2016
Net Production (Bcfe)
Appalachia		98.7			297.7
Barnett		6.7			6.7
Total Net Production		105.4			304.4
% Gas		99	%		99	%
% Operated		88	%		88	%
% Marcellus		61	%		65	%
% Utica		32	%		32	%
NYMEX Henry Hub price ($/MMBtu)	$	2.98		$	2.46
Average basis impact ($/MMBtu)		(0.56	)		(0.28	)
FT fuel and variables ($/MMBtu)		(0.12	)		(0.14	)
Btu uplift (MMBtu/Mcf)		0.12			0.10
Pre-hedge realized price ($/Mcf)		2.42			2.14
Realized hedging gain ($/Mcf)		0.33			0.67
Post-hedge realized price ($/Mcf)		2.75			2.81
Capacity optimization ($/Mcf)		—			0.01
Adjusted realized price ($/Mcf)	$	2.75		$	2.82
Operating revenues (in thousands)	$	284,046		$	778,906
Realized gain on derivative instruments (in thousands)		34,720			201,071
Total operating revenues and realized gain on derivative instruments (in thousands)	$	318,766		$	979,977
Average costs per Mcfe:
Lease operating expense(1)	$	0.18		$	0.17
Gathering, compression and transportation expense	$	0.37		$	0.41
Production taxes and impact fees	$	0.06		$	0.05
General and administrative expense(1)	$	0.32		$	0.39
Depreciation, depletion and amortization	$	1.15		$	1.21
Net loss (in thousands)	$	(204,493	)	$	(248,820	)
Adjusted EBITDAX (in thousands)(2)	$	202,027		$	575,547
Total RMH throughput (MDth/d)		904			708
% Third-party		59	%		62	%

1. Excludes non-cash equity compensation expense of $0.01 million and $4.9 million attributable to lease operating and general and administrative expenses, respectively, for the three months ended December 31, 2016 and $0.6 million and $21.3 million attributable to lease operating and general and administrative expenses, respectively, for the year ended December 31, 2016.

2. Please see “Supplemental Non-GAAP Financial Measures” for a description of Adjusted EBITDAX and the reconciliation to net income (loss), the comparable GAAP financial measure.

Fourth Quarter 2016 Financial Results

We reported a net loss attributable to our common stockholders of $178.4 million or ($0.88) per diluted share for the fourth quarter 2016, a 36% increase over the prior year quarter. Adjusted

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EBITDAX⁽¹⁾ for the quarter was $202 million, a 53% increase over the prior year quarter. We reported adjusted net income⁽¹⁾ of $75.6 million, or $0.37 per diluted share, after excluding non-recurring income and expense items.

Net production totaled 105.4 Bcfe, or an average of 1,145 MMcfe/d, representing an 83% increase above the prior year quarter. Excluding production attributable to the Vantage Energy acquisition, fourth quarter net production was 49% higher than the prior year quarter. Total operating revenues and realized gain on derivative instruments were $319 million.

For the three months ended December 31, 2016, our average realized natural gas price was $2.42 per Mcf, excluding hedges and $2.75 per Mcf including hedges. Approximately 67% of our fourth quarter production received favorable Gulf Coast, TCO and Midwest pricing. Our average basis differential for the quarter was ($0.56) per MMBtu, while TETCO M2 and Dominion South averaged ($1.53) and ($1.52) per MMBtu, respectively, below NYMEX Henry Hub for the quarter.

The sum of our lease operating expense; gathering, compression and transportation expense; and production taxes and impact fees on a per unit basis were $0.61 per Mcfe, a 14% decrease from the prior year quarter. This decrease was driven by a 27% per unit decrease in gathering, compression and transportation expense, partially offset by modest increases in lease operating expense and production taxes and impact fees attributable to the legacy Vantage Energy Barnett assets.

During the fourth quarter, we invested $201 million in our E&P operations (excluding the Vantage Energy acquisition), consisting of $159 million to drill and complete operated Marcellus and Ohio Utica wells, $4 million for non-operated Ohio Utica development and $38 million for land. In addition, we invested $33 million in our RMH midstream assets to construct our Ohio gas gathering systems.

1. Please see “Supplemental Non-GAAP Financial Measures” for a description of Adjusted EBITDAX and adjusted net income (loss) and the related reconciliations thereof to net income (loss), the comparable GAAP financial measures.

Full-Year 2016 Financial Results

We reported a net loss attributable to our common stockholders of $298.2 million or ($1.84) per diluted share for 2016, a 2% decrease over the prior year. Adjusted EBITDAX⁽¹⁾ during 2016 was $575.5 million, a 33% increase over the prior year. We reported adjusted net income⁽¹⁾ of $59.5 million, or $0.37 per diluted share.

Net production totaled 304.4 Bcfe, or an average of 831 MMcfe/d, representing a 51% increase over the prior year and 4% above the high end of guidance. Excluding production attributable to the Vantage Energy acquisition, 2016 net production was 41% higher than the prior year. Total operating revenues and realized gain on derivative instruments were $980 million.

For the year ended December 31, 2016, our average realized natural gas price was $2.14 per Mcf, excluding hedges and $2.81 per Mcf including hedges. Approximately 79% of our 2016 production received favorable Gulf Coast, TCO and Midwest pricing. Our average basis differential for the year was ($0.28) per MMBtu, while TETCO M2 and Dominion South averaged ($1.11) and ($1.09) per MMBtu, respectively, below NYMEX Henry Hub for the year.

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The sum of our lease operating expense; gathering, compression and transportation expense; and production taxes and impact fees on a per unit basis were $0.63 per Mcfe, a 7% decrease from the prior year due to a reduction in rental expenses and water disposal costs within lease operating expense.

During 2016, we invested $686 million in our E&P operations (excluding the Vantage Energy acquisition), which was approximately 7% better than guidance. Our investments consisted of $504 million to drill and complete operated Marcellus and Ohio Utica wells, $67 million for non-operated Ohio Utica development and $115 million for land. In addition, we invested $105 million in our RMH midstream assets to construct our Ohio gas gathering systems.

1. Please see “Supplemental Non-GAAP Financial Measures” for a description of Adjusted EBITDAX, adjusted net income (loss) and the related reconciliations thereof to net income (loss), the comparable GAAP financial measure.

Financial Position and Liquidity

On December 19, 2016, our upstream revolving credit facility borrowing base was increased to $1.45 billion, which represents a $700 million increase from the beginning of 2016 and a $450 million increase from the prior quarter which gives effect to the Pennsylvania oil and gas properties acquired in connection with the Vantage Energy acquisition.

As of December 31, 2016, our liquidity⁽¹⁾ position, excluding RMP, was $1.9 billion, comprised of $1.6 billion of upstream liquidity ($0.4 billion of cash on hand and $1.2 billion revolver availability) and $296 million of RMH liquidity ($49 million of cash on hand and $247 million revolver availability). Our consolidated net debt to 2016 Further Adjusted EBITDAX⁽²⁾ was 1.5x as of December 31, 2016.

1. Liquidity is calculated by adding cash on hand plus availability on our revolving credit facilities.

2. Please see “Supplemental Non-GAAP Financial Measures” for a description of Further Adjusted EBITDAX.

Fourth Quarter and Full Year 2016 Operational Results

As of December 31, 2016, our core Appalachian acreage position totaled approximately 248,000 net acres, consisting of approximately 185,000 net Marcellus acres in Pennsylvania and approximately 63,000 net Utica acres in Ohio. Across our acreage position we have identified over 1,100 undeveloped, highly economic drilling locations, including 861 net Marcellus locations in Pennsylvania and 241 net Utica locations in Ohio. In addition, we control approximately 105,000 net Utica acres in Pennsylvania and have identified 228 net undeveloped Utica locations in Pennsylvania.

Marcellus Shale

During the fourth quarter we turned to sales 18 gross (18 net) horizontal Marcellus wells with an average lateral length of 6,700 feet. During 2016, we turned to sales 36 gross (36 net) wells with an average lateral length of 7,000 feet. During the fourth quarter, we drilled 7 net and completed 9 net Marcellus wells for an average cost of $775 per lateral foot. In 2016, we also acquired 67 net producing wells pursuant to the Vantage Energy acquisition, exiting the year with 222 net operated horizontal Marcellus wells producing into sales.

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In early 2016, we were able to leverage our continued healthy activity levels by investing capital in a trough service price environment to drive future, economic development. Due to these sustained activity levels, we have been able to hedge approximately 60% of our anticipated service costs for the next 12 - 24 months. In addition, the continuous improvement in peer-leading execution by our drilling and completion teams translated into multiple new company records throughout 2016. During 2016, we averaged 51 wells drilled per rig per year, which was approximately a 70% increase from the prior year average of 30 wells. In addition we completed an average of 6 stages per day in 2016, which was a 50% increase compared to the 2015 average of 4 stages per day. As a result, we turned 2016 operated wells to sales an average of approximately 40 days ahead of schedule. These efforts translated into a 34% reduction in our 2016 Marcellus drilling and completion costs compared to the 2015 average of $1,220 per lateral foot.

With respect to our acquired Vantage Energy assets, since assuming operational control in October 2016, we have drilled 7 horizontal wells, completed 6 wells and turned 2 wells to sales. Furthermore, as a result of acreage synergies and schedule optimization, we have increased the projected average lateral length on all expected 2017 wells drilled across the acquired acreage from 5,900 feet to over 8,000 feet. We believe that the combination of increased infill organic leasing and our growing economies of scale will allow us to continue to further extend lateral lengths across our Greene County acreage over time.

Utica Shale

During 2016, we turned to sales 20 gross (13 net) horizontal operated Utica wells with an average lateral length of 9,200 feet. In addition, we drilled 9 net and completed 9 net Utica wells during the fourth quarter for an average cost of $1,100 per lateral foot. We exited the year with 36 gross (24 net) operated horizontal Utica wells producing into sales and had a non-operated working interest in 76 gross (20 net) producing horizontal Ohio Utica wells.

Due to increased operational efficiencies, we turned 2016 operated wells to sales an average of approximately 20 days ahead of schedule. These efforts translated into a 30% reduction in our 2016 Utica drilling and completion costs compared to the 2015 average of $1,715 per lateral foot.

2016 Proved Reserves

As of December 31, 2016, proved reserves totaled 4.0 Tcfe, which represents a 2.3 Tcfe increase from prior year proved reserves. Approximately 1.4 Tcfe of proved reserves were added organically through the drill-bit and 911 Bcfe were acquired (net of revisions), primarily from the Vantage Energy acquisition. During 2016, we replaced approximately 757% of produced reserves.

Proved Developed

Proved developed reserves grew to approximately 2.2 Tcfe, which represents a 115% increase from year-end 2015. Proved developed locations at year-end were comprised of 422 net producing wells (282 in Appalachia) plus 34 net non-producing wells (24 in Appalachia). At SEC pricing, the pre-tax PV-10⁽¹⁾ of our proved developed reserves totaled $1.3 billion, a 62% increase relative to the prior year PV-10 of $802 million. At NYMEX strip pricing⁽¹⁾, the pre-tax PV-10 of our year-end 2016 proved developed reserves was $2.2 billion, a 123% increase relative to prior year PV-10 of $988 million.

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Undeveloped

As of December 31, 2016, we had 1,965 net undeveloped drilling locations, of which 143 (7.3%) were classified as proved undeveloped (PUD) with PUD reserves totaling 1.8 Tcfe, a 167% increase from the prior year. Future development costs for these proved undeveloped reserves were estimated to be $0.58 per Mcfe, which represents a 24% per unit cost reduction as compared to the year-end 2015 estimated future development cost of $0.76 per Mcfe.

Estimated Proved Reserves as of December 31, 2016

	Appalachia		Texas		Total		Net Wells (App./TX)
Estimated proved reserves (Bcfe):
Proved developed reserves (PD)		1,916		262		2,178		305/151
Proved undeveloped reserves (PUD)		1,827		—		1,827		143/0
Total proved reserves		3,743		262		4,005		448/151
PV-10 of proved reserves ($ in millions):
SEC pricing	$	1,418	$	150	$	1,568		—
Strip pricing(2)	$	3,009	$	222	$	3,231		—
Unproved, undeveloped locations(3)								1651/171
Total undeveloped locations(4)								1794/171
Undeveloped locations, %								8%/0	%

1. Please see “Supplemental Non-GAAP Financial Measure” for a description of PV-10 and the reconciliation thereof to standardized measure, the comparable GAAP financial measure.

2. Strip pricing as of December 31, 2016: 2017 - $3.61; 2018 - $3.141; 2019 - $2.87; 2020 - $2.88.

3. Represents management’s calculation of net locations not included in total proved reserves net locations.

4. Represents net PUD locations plus management’s calculation of net locations not included in total proved reserves net locations.

Rice Midstream Holdings LLC

RMH controls one of the largest and most concentrated core dry gas acreage dedications in the Utica Shale, covering approximately 162,000 acres in Belmont and Monroe Counties with approximately 75% of its dedication from high-quality, third party customers. RMH also owns an approximate 92% common equity interest in GP Holdings, which in turn owns a 28% limited partner interest in Rice Midstream Partners LP (NYSE: RMP) and 100% of its incentive distribution rights. For the fourth quarter 2016, RMH received $7.4 million of cash (net of ownership interest).

For the three months ended December 31, 2016, gathering volumes averaged 904 MDth/d, a 180% increase over the prior year quarter and an 11% increase relative to third quarter 2016, with 59% attributable to third-party volumes. Compression volumes were 432 MDth/d, an 11% decrease relative to third quarter 2016, with 51% attributable to third-party volumes. Gathering and compression revenues totaled $22.4 million. Operation and maintenance expense totaled $0.6 million, and operating loss was $4.4 million.

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For the year ended December 31, 2016, gathering volumes averaged 708 MDth/d, a 187% increase over the prior year, with 62% attributable to third-party volumes. Compression volumes were 435 MDth/d, with 61% attributable to third-party volumes. Gathering and compression revenues totaled $63.9 million. Operation and maintenance expense totaled $3.0 million, and operating income was $13.6 million.

As of December 31, 2016, RMH had $247 million of availability on its revolving credit facility and $49 million of cash on hand, resulting in $296 million of total liquidity.

Rice Midstream Partners LP

RMP’s concentrated gathering and compression acreage dedication in the Marcellus Shale core covers approximately 215,000 acres in Washington and Greene Counties with approximately 29,000 acres dedicated from high-quality, third party customers.

For the three months ended December 31, 2016, gathering volumes averaged 1,203 MDth/d, a 71% increase over the prior year quarter and a 26% increase relative to third quarter 2016, with 24% attributable to third-party volumes. Compression volumes were 825 MDth/d, a 778% increase over the prior year quarter and an 11% increase relative to third quarter 2016, with 36% attributable to third-party volumes. Fresh water delivery volumes were 321 million gallons or an average of 3.5 MMgal/d, a 59% increase over the prior year quarter and a 138% increase relative to third quarter 2016 due to increased Ohio Utica completion activity.

For the year ended December 31, 2016, gathering volumes averaged 983 MDth/d, a 52% increase over the prior year, with 27% attributable to third-party volumes. Compression volumes were 572 MDth/d, a 794% increase over the prior year, with 43% attributable to third-party volumes. Fresh water delivery volumes were 1,253 million gallons or an average of 3.4 MMgal/d, a 61% increase over the prior year, with 11% attributable to third-party volumes.

As of December 31, 2016, RMP had $660 million of availability on its revolving credit facility and $22 million of cash on hand, resulting in $682 million of total liquidity.

On January 20, 2017, RMP declared a quarterly distribution of $0.2505 per unit for the fourth quarter 2016. This represents an increase of $0.0135 per unit, or 6%, relative to third quarter 2016, which places RMP in the third tier of the IDR splits. The distribution was payable on February 16, 2017 to unitholders of record as of February 7, 2017.

RMP’s fourth quarter and full-year 2016 results as well as 2017 guidance were released today and are available at www.ricemidstream.com.

Commodity Hedge Position

As depicted in the table below, we have 1,246 BBtu/d hedged in 2017 at a NYMEX weighted average floor price of $3.24 MMBtu, representing approximately 90% of expected production (based on the midpoint of guidance). Please see the “Derivatives Information” table at the end of this press release for more detailed information about our derivatives positions.

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Total Fixed Price Derivatives	2017		2018		2019		2020		2021
NYMEX Volume Hedged (BBtu/d)		970		980		500		383		45
NYMEX Wtd Avg. Fixed Floor Price ($/MMBtu)	$	3.24	$	3.04	$	2.96	$	2.96	$	2.89
Total Volume Hedged (BBtu/d)		1,246		1,259		601		383		45
Total Wtd Avg. Fixed Floor Price ($/MMBtu)	$	3.05	$	2.87	$	2.87	$	2.96	$	2.89

Conference Call

Rice Energy will host a conference call on February 23, 2017 at 10:00 a.m. Eastern time (9:00 a.m. Central time) to discuss fourth quarter and full year 2016 financial and operating results. To listen to a live audio webcast of the conference call, please visit Rice Energy’s website at www.riceenergy.com. A replay of the conference call will be available for two weeks and can also be accessed from our homepage.

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 incorporate 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, 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

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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.

Contact:

Julie Danvers, Director of Investor Relations

(832) 708-3437

Julie.Danvers@RiceEnergy.com

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Rice Energy Inc.

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended						Year Ended
	December 31,						December 31,
(in thousands, except share data)	2016			2015			2016			2015
Operating revenues:
Natural gas, oil and natural gas liquids (NGL) sales	$	256,333		$	118,568		$	653,441		$	446,515
Gathering, compression and water services		27,601			14,424			101,057			49,179
Other revenue		112			3,095			24,408			6,447
Total operating revenues		284,046			136,087			778,906			502,141
Operating expenses:
Lease operating		18,450			9,350			50,007			44,356
Gathering, compression and transportation		38,954			29,197			123,852			84,707
Production taxes and impact fees		5,861			2,507			13,866			7,609
Exploration		5,225			1,212			15,159			3,137
Midstream operation and maintenance		4,932			6,024			23,157			16,988
Incentive unit expense (income)		6,859			(9,773	)		51,761			36,097
Stock compensation expense		4,921			4,847			21,915			16,528
Impairment of gas properties		20,853			18,250			20,853			18,250
Impairment of goodwill		—			294,908			—			294,908
Impairment of fixed assets		20,462			—			23,057			—
General and administrative		29,082			24,607			96,803			86,510
Depreciation, depletion and amortization		121,323			94,787			368,455			322,784
Acquisition expense		4,938			1,111			6,109			1,235
Amortization of intangible assets		412			408			1,634			1,632
Other expense		1,508			2,896			27,308			5,567
Total operating expenses		283,780			480,331			843,936			940,308
Operating income (loss)		266			(344,244	)		(65,030	)		(438,167	)
Interest expense		(25,883	)		(24,009	)		(99,627	)		(87,446	)
Other income		545			167			1,406			1,108
(Loss) gain on derivative instruments		(272,775	)		89,019			(220,236	)		273,748
Amortization of deferred financing costs		(3,129	)		(1,403	)		(7,545	)		(5,124	)
Loss before income taxes		(300,976	)		(280,470	)		(391,032	)		(255,881	)
Income tax benefit (expense)		96,483			6,217			142,212			(12,118	)
Net loss		(204,493	)		(274,253	)		(248,820	)		(267,999	)
Less: Net loss (income) attributable to noncontrolling interests		34,604			(6,504	)		(20,931	)		(23,337	)
Net loss attributable to Rice Energy Inc.		(169,889	)		(280,757	)		(269,751	)		(291,336	)
Less: Preferred dividends and accretion of redeemable noncontrolling interests		(8,467	)		—			(28,450	)		—
Net loss attributable to Rice Energy Inc. common stockholders	$	(178,356	)	$	(280,757	)	$	(298,201	)	$	(291,336	)
Weighted average number of shares of common stock - basic		201,878,421			136,384,591			162,225,505			136,344,076
Weighted average number of shares of common stock - diluted		201,878,421			136,384,591			162,225,505			136,344,076
Loss per share—basic	$	(0.88	)	$	(2.06	)	$	(1.84	)	$	(2.14	)
Loss per share—diluted	$	(0.88	)	$	(2.06	)	$	(1.84	)	$	(2.14	)

10

Rice Energy Inc.

Segment Results of Operations

(Unaudited)

Exploration and Production Segment

	Three Months Ended						Year Ended
	December 31,						December 31,
(in thousands, except volumes)	2016			2015			2016			2015
Operating volumes:
Natural gas production (MMcf)		104,053			57,201			302,322			199,831
Oil and NGL production (MBbls)		222			33			354			249
Total production (MMcfe)		105,384			57,399			304,443			201,328
Operating revenues:
Natural gas, oil and NGL sales	$	255,992		$	118,568		$	653,441		$	446,515
Other revenue		112			3,095			24,408			6,447
Total operating revenues		256,104			121,663			677,849			452,962
Operating expenses:
Lease operating		18,584			9,350			50,141			44,356
Gathering, compression and transportation		76,011			47,994			232,478			150,015
Production taxes and impact fees		5,861			2,507			13,866			7,609
Exploration		5,225			1,212			15,159			3,137
Incentive unit expense (income)		6,663			(10,056	)		49,426			33,873
Stock compensation expense		3,936			3,140			13,971			11,029
Impairment of gas properties		20,853			18,250			20,853			18,250
Impairment of goodwill		—			294,908			—			294,908
Impairment of fixed assets		170			—			2,765			—
General and administrative		19,730			19,680			64,757			67,563
Depreciation, depletion and amortization		115,980			91,529			350,187			308,194
Other expense		92			3,049			25,653			5,075
Acquisition expense		4,886			108			5,500			108
Total operating expenses		277,991			481,671			844,756			944,117
Operating income (loss)	$	(21,887	)	$	(360,008	)	$	(166,907	)	$	(491,155	)
Average costs per Mcfe:
Lease operating	$	0.18		$	0.16		$	0.16		$	0.22
Gathering and compression		0.42			0.42			0.42			0.38
Transportation		0.30			0.42			0.35			0.36
Production taxes and impact fees		0.06			0.04			0.05			0.04
Exploration		0.05			0.02			0.05			0.02
General and administrative		0.19			0.34			0.21			0.34
Depreciation, depletion and amortization		1.10			1.59			1.15			1.53

11

Rice Midstream Holdings Segment

	Three Months Ended						Year Ended
	December 31,						December 31
(in thousands, except volumes)	2016			2015			2016		2015
Operating volumes:
Gathering volumes (MDth/d):		904			323			708		247
Compression volumes (MDth/d):		432			201			435		51
Operating results:
Operating revenues:
Gathering revenues	$	19,867		$	8,229		$	53,836	$	26,108
Compression revenues		2,558			1,254			10,098		1,256
Total operating revenues		22,425			9,483			63,934		27,364
Operating expenses:
Midstream operation and maintenance		553			1,143			2,971		2,078
Incentive unit expense		196			288			2,335		1,180
Acquisition expense		—			1,127			484		1,127
Impairment of fixed assets		20,292			—			20,292		—
Stock compensation expense		840			522			5,071		998
General and administrative		3,329			1,854			13,287		5,553
Depreciation, depletion and amortization		1,538			900			5,760		2,786
Other expense		125			(203	)		125		(51	)
Total operating expenses		26,873			5,631			50,325		13,671
Operating (loss) income	$	(4,448	)	$	3,852		$	13,609	$	13,693

12

Rice Midstream Partners Segment

	Three Months Ended					Year Ended
	December 31,					December 31,
(in thousands, except volumes)	2016		2015			2016		2015
Operating volumes:
Gathering volumes (MDth/d):		1,203		703			983		647
Compression volumes (MDth/d):		825		94			572		64
Water services volumes (MMgal):		321		202			1,253		777
Operating results:
Operating revenues:
Gathering revenues	$	35,886	$	21,269		$	116,294	$	75,714
Compression revenues		5,874		(96	)		15,805		1,497
Water services revenues		17,706		8,141			69,524		37,248
Total operating revenues		59,466		29,314			201,623		114,459
Operating expenses:
Midstream operation and maintenance		7,297		4,882			24,589		14,910
Incentive unit expense		—		(4	)		—		1,044
Acquisition expense		52		—			125		—
Stock compensation expense		145		1,185			2,874		4,501
General and administrative		6,023		3,072			18,759		13,394
Depreciation, depletion and amortization		7,456		5,944			25,170		16,399
Amortization of intangible assets		412		408			1,634		1,632
Other expense		1,292		51			1,531		543
Total operating expenses		22,677		15,538			74,682		52,423
Operating income	$	36,789	$	13,776		$	126,941	$	62,036

13

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).

14

	Three Months Ended			Year Ended
(in thousands)	December 31, 2016			December 31, 2016
Adjusted EBITDAX reconciliation to net (loss):
Net loss	$	(204,493	)	$	(248,820	)
Interest expense		25,883			99,627
Depreciation, depletion and amortization		121,323			368,455
Impairment of fixed assets		20,462			23,057
Impairment of gas properties		20,853			20,853
Amortization of deferred financing costs		3,129			7,545
Amortization of intangible assets		412			1,634
Loss on derivative instruments(1)		272,775			220,236
Net cash receipts on settled derivative instruments(1)		34,720			201,071
Acquisition expense		4,938			6,109
Non-cash stock compensation expense		4,921			21,915
Non-cash incentive unit expense		6,859			51,761
Income tax (benefit) expense		(96,483	)		(142,212	)
Exploration expense		5,225			15,159
Acquisition break up fee		—			(1,939	)
Other expense		1,383			6,511
Non-controlling interest attributable to midstream entities		(19,880	)		(75,415	)
Adjusted EBITDAX(2)	$	202,027		$	575,547

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. The above Adjusted EBITDAX reconciliation deducts the impact of non-controlling interest attributable to midstream entities and excludes the elimination of intercompany water revenues between Rice Energy subsidiaries and Rice Midstream Partners of $19.9 million and $17.2 million for the three months ended December 31, 2016, respectively, and $75.4 million and $55.9 million for the year ended December 31, 2016, respectively. When adjusting for these impacts, our Further Adjusted EBITDAX is $239.1 million for the three months ended December 31, 2016, and $706.8 million for the year ended December 31, 2015. Our consolidated net debt to LTM Further Adjusted EBITDAX ratio is 1.5x. 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.

15

Rice Energy Inc.

Supplemental Non-GAAP Financial Measure

(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 (loss) to the GAAP financial measure of net income (loss).

	Three Months Ended			Year Ended
(in thousands)	December 31, 2016			December 31, 2016
Reconciliation to net (loss) attributable to Rice Energy Inc:
Net (loss) attributable to Rice Energy Inc.	$	(169,889	)	$	(269,751	)
Impairment of gas properties		20,853			20,853
Impairment of fixed assets		20,462			23,057
Loss on derivative instruments(1)		272,775			220,236
Net cash receipts on settled derivative instruments(1)		34,720			201,071
Incentive unit expense		6,859			51,761
Acquisition expense		4,938			6,109
Other expense		1,383			6,511
Income tax effect of reconciling items		(116,483	)		(200,309	)
Adjusted net income attributable to Rice Energy Inc.	$	75,618		$	59,538

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.

16

Rice Energy Inc.

Supplemental Non-GAAP Financial Measure

(Unaudited)

PV-10 is a supplemental non-GAAP financial measure and generally differs from standardized measure, the most directly comparable GAAP financial measure, because it does not include the effects of income taxes on future net revenues. PV-10 reflects the estimated future gross revenue to be generated from the production of proved reserves, net of estimated production, future development and abandonment costs, using prices and costs in effect at the determination date, before income taxes, and without giving effect to non-property-related expenses, discounted to a present value using an annual discount rate of 10% in accordance with the guidelines of the SEC. We and others in the industry use PV-10 as a measure to compare the relative size and value of proved reserves held by companies without regard to the specific tax characteristics of such entities. Neither PV-10 nor standardized measure represents an estimate of the fair market value of our natural gas properties.

The following table presents a reconciliation of the non-GAAP financial measure of PV-10 at SEC pricing to the standardized measure of discounted future net cash flows:

	Year Ended		Year Ended
(in millions)	December 31, 2016		December 31, 2015
Reconciliation to PV-10
Standardized measure of discounted future net cash flows	$	1,548	$	886
Discounted future net cash flows for income taxes		20		—
Discounted future net cash flows before income taxes (PV-10)	$	1,568	$	886

17

Rice Energy Inc.

Supplemental Balance Sheet Data

(Unaudited)

The table below provides supplemental balance sheet data as of December 31, 2016.

Supplemental Balance Sheet data (in thousands)	December 31, 2016
Cash and cash equivalents	$	470,043
Long-term debt
6.25% Senior Notes Due April 2022 (1)	$	887,977
7.25% Senior Notes Due May 2023 (2)		391,504
Senior Secured Revolving Credit Facility		—
Midstream Holdings Revolving Credit Facility		53,000
RMP Revolving Credit Facility		190,000
Total long-term debt	$	1,522,481
Net debt	$	1,052,438

1. Net of unamortized deferred finance costs and original discount issuances of $12,023 (in thousands).

2. Net of unamortized deferred finance costs and original discount issuances of $8,496 (in thousands).

18

Rice Energy Inc.

Derivatives Information

(Unaudited)

The table below provides data associated with our derivatives as of January 24, 2017 for the periods indicated:

All-In Fixed Price Derivatives	2017		2018		2019		2020		2021
NYMEX Natural Gas Swaps:
Volume Hedged (BBtu/d)		644		665		310		383		45
Wtd Average Swap Price ($/MMBtu)	$	3.28	$	3.00	$	2.95	$	2.96	$	2.89
NYMEX Natural Gas Collars:
Volume Hedged (BBtu/d)		271		285		170		—		—
Wtd Average Floor Price ($/MMBtu)	$	3.30	$	3.15	$	3.00	$	—	$	—
Wtd Average Call Price ($/MMBtu)	$	3.64	$	3.63	$	3.52	$	—	$	—
NYMEX Natural Gas Calls:
Volume Hedged (BBtu/d)		60		120		110		135		—
Wtd Average Price ($/MMBtu)	$	3.50	$	3.32	$	3.55	$	3.47	$	—
NYMEX Natural Deferred Puts:
Volume Hedged (BBtu/d)		55		30		20		—		—
Wtd Avg. Net Floor Price ($/MMBtu)	$	2.50	$	2.77	$	2.80	$	—	$	—
NYMEX Volume (BBtu/d)		970		980		500		383		45
NYMEX Volume Incl Calls (BBtu/d)		1,030		1,100		610		518		45
Swap, Collar & Put Floor ($/MMBtu)	$	3.24	$	3.04	$	2.96	$	2.96	$	2.89
WAHA Natural Gas Swaps
Volume Hedged (BBtu/d)		57		22		9		—		—
Wtd Average Swap Price ($/MMBtu)	$	3.07	$	3.01	$	3.29	$	—	$	—
Dominion Natural Gas Swaps
Volume Hedged (BBtu/d)		219		257		92		—		—
Wtd Average Swap Price ($/MMBtu)	$	2.24	$	2.23	$	2.34	$	—	$	—
Total Fixed Price Derivatives
Volume Hedged (BBtu/d)		1,246		1,259		601		383		45
Volume Hedged Incl. Calls (BBtu/d)		1,306		1,379		711		518		45
Wtd Average Swap Price ($/MMBtu)	$	3.05	$	2.87	$	2.87	$	2.96	$	2.89

19

All-In Fixed Price Derivatives	2017			2018			2019			2020			2021
Basis Contract Derivatives
Appalachian Basis
Volume Hedged (BBtu/d)		331			203			254			312			205
Wtd Average Swap Price ($/MMBtu)	$	(1.09	)	$	(0.69	)	$	(0.59	)	$	(0.55	)	$	(0.55	)
Other Basis (Waha/MichCon/Gulf Coast)
Volume Hedged (BBtu/d)		550			300			167			73			20
Wtd Average Swap Price ($/MMBtu)	$	(0.13	)	$	(0.15	)	$	(0.15	)	$	(0.14	)	$	(0.12	)
Total Basis Swaps
Volume Hedged (BBtu/d)		881			503			421			385			225
Wtd Average Swap Price ($/MMBtu)	$	(0.49	)	$	(0.36	)	$	(0.42	)	$	(0.47	)	$	(0.51	)
WTI Swaps
Volume Hedged (Bbls/d)		50			—			—			—			—
Wtd Average Swap Price ($/bbl)	$	44.60		$	—		$	—		$	—		$	—
NGL Swaps
Volume Hedged (Bbls/d)		500			—			—			—			—
Wtd Average Swap Price ($/bbl)	$	15.13		$	—		$	—		$	—		$	—

20