Edgar Filing: Rosetta Resources Inc.

Rosetta Resources Inc. filed this Form FWP on 6/14/06

Issuer Free Writing Prospectus

Filed Pursuant To Rule 433

Registration Statement No. 333-128888

June 14, 2006

Disclaimer

The issuer has filed a registration statement (including a prospectus)

with the SEC for the offering to which this communication relates.

Before you invest, you should read the prospectus in that registration

statement and other documents the issuer has filed with the SEC for

more complete information about the issuer and this offering. You

may get these documents for free by visiting EDGAR on the SEC Web

site at www.sec.gov . Alternatively, the issuer, any underwriter or any

dealer participating in the offering will arrange to send you the

prospectus if you request it by calling (713) 335-4000.

The prospectus relating to this offering is available by clicking on the following link:

http://www.sec.gov/Archives/edgar/data/1340282/000119312506027644/d424b3.htm.

Annual Meeting of the Stockholders

June 14, 2006
Houston, Texas

WILCOX 14

Corporate Profile

*Includes cured non-consent properties. Reserve information based on 12/31/05.

Corporate Profile (as of 12/31/05)

Established as separate entity July 2005.

Total employee count: 111

Principal Offices: Houston, Texas

Denver, Colorado

Field Offices: Rio Vista, California

Laredo, Texas

Net producing wells: 487

Proved Reserves*: 379 Bcfe

Historical drilling success: >80%

Significant proved, probable and other development drilling

location inventory of just under 600.

Corporate Profile (continued)

Issued 50 MM common shares July 2005 under Section 144A.

Initial financing included borrowings of $325 MM.

Became publicly traded entity in February 2006.

Stock trades on NASDAQ under symbol “ROSE”.

First Quarter 2006 production of 85.4 MMcfe/day, up 17% from Second Half 2005

Cumulative earnings of $27 MM through First Quarter 2006.

Book capitalization at March 31, 2006

Debt $240 MM

Equity 757

Total $997 MM

Key Elements of Strategy

The following are key elements of our strategy:

Further development of the significant remaining upside potential of our

properties.

Exploration growth focus in the niche areas in which we have technological

and operational advantages.

Target opportunities where we believe our reservoir management and

operational expertise will enhance the value and performance of acquired
properties.

Maintain the technological expertise that helped us to achieve a historical

drilling success rate of over 80%.

Strive to minimize our operating costs by concentrating our assets within

specific geographic areas.

Actively manage our exposure to commodity price risk in the marketing of

our oil and natural gas production.

2006-2008 Business Plans – Three Year Goals

Double production to over 200 MMcfe/d.

Increase proved reserves to 1 Tcfe.

Increase enterprise value to over $3 Billion.

Increase stock price to over $45/share.

Proved Reserves (at 12/31/05)

*Includes cured non-consent properties, representing 20

Bcfe.

Reserves & Values (at 12/31/05)

Proved

Undeveloped

133 Bcfe

Proved

Developed

246 Bcfe

Proved

Undeveloped

$474 MM

Proved

Developed

$925 MM

Reserves = 379 Bcfe

NPV10 = $1,399 MM*

*Includes cured non-consent properties, representing $73 MM (PV10).

Drillable Locations – Proved, Probable and Development

Sacramento Basin	128
DJ Basin	213
San Juan Basin	44
Uinta	35
Lobo	84
Perdido	48
Offshore	6
Other Onshore	9
Total	567

(at 12/31/05)

ST 100 1

1^st Quarter 2006 Financial Results

Summary Consolidated Income Statement ($MM)

		Three Months Ended
		March 31, 2006
		(unaudited)
Total Revenue		$64.5

Total Operating Costs & Expenses		$46.1

Operating Income		$18.4

Net Income	$9.5

EPS Diluted	$0.19

Weighted Average Shares - Diluted	50,355,256

Summary Consolidated Statement of Cash Flows ($MM)

			Three Months Ended
			March 31, 2006
			(unaudited)
Net cash provided by operating activities			$41.0

Net cash used in investing activities			(36.2)

Net cash used in financing activities			(0.8)

Net increase in cash			$4.0

Cash and cash equivalents, beginning of period			99.7

Cash and cash equivalents, end of period			$103.7

Consolidated Balance Sheet ($MM)

			Three Months Ended
			March 31, 2006
			(unaudited)
Total Assets			$1,111.7

Liabilities and Stockholders’ Equity

Other Liabilities			$ 114.6
Long term debt			240.0
Stockholder’s equity			757.1

Total Liabilities & Stockholders’ Equity			$1,111.7

Hedge Position (MMBtu/day)

	2006	2007	2008	2009
Fixed Price Swaps
PG&E – City Gate	23,760	18,860	15,600	12,975
Houston Ship Channel	14,868	12,208	10,693	9,216
Tennessee Zone 0	6,372	5,232	4,583	3,950
TOTAL	45,000	36,300	30,876	26,141
Average Price	$7.92	$7.62	$7.30	$6.99
Collars
PG&E City Gate	3,000	--	--	--
Houston Ship Channel	7,000	--	--	--
TOTAL	10,000	--	--	--
Average Price
Floor	$8.83	--	--	--
Ceiling	$14.00	--	--	--

Contractual gas sales continuing.

Non-consent property status report presented to Calpine.

Settlement discussions underway.

Objective is global solution:

Calpine conveys good title for non-consent properties for $68 MM.

Preferential right properties retained by Calpine. Rosetta retains $7 MM.

Settlement statement finalized.

Other administrative matters settled to satisfaction of Rosetta.

Calpine Transaction

DRIVER 20-1

Operations Update

84% Success Rate

	Wells Drilled
	Gross		Net
Lobo		3	3.0
Perdido		3	1.5
Gulf of Mexico		2	0.8
California		13	13.0
Rockies		9	9.0
Other		12	5.7
Total		42	33.0

Drilling Activity Recap – 2006 Year To Date

Sacramento Basin

167 producing wells and over 62,000 net acres

in the Rio Vista Field.

Current average net production 34 MMcfe/d*.

143 currently shut-in or idle wells, 88 proved and

probable potential drilling locations, 40 potential
development drilling locations, and numerous
workover and recompletion projects.

Over 50 leads and prospects in the Sacramento

Basin Extension have been catalogued to date,
with numerous wells identified and believed to
contain bypassed pay.

Began a drilling program in early November

2005, drilled 13 wells to date, all successful. 5
wells currently on production, 8 wells to be
producing by July 2006.

Expect to drill an additional 16 wells in 2006.

Two drilling rigs active in field.

One completion rig currently working on Rosetta

properties in the Rio Vista Field area, has
performed 18 recompletions since June 30,
2005. Expect to get 2 more completion rigs by
July 2006.

*Includes cured non-consent properties.

110 Story

Building

9,100’ Interval

2,774 Meters

2,300 Feet

701 Meters

11,400 Feet

3,475 Meters

WINTERS

10,800 Feet

3,292 Meters

1,450 Feet

442
Meters

Rio Vista Type Log

Rio Vista Wells (November 5, 2005 – June 5, 2006)

Over 1.1 Tcf of gas produced to the

North, East and South of Rio Vista field.

Only 5 penetrations to date in this

90-square mile field.

Welch 13 well, completed in Winters

Play with initial producing rate of 3
MMcfe/d.

Wilcox 14 well has reached total depth

with good log shows, will test third week
in June.

Identification of additional locations

currently underway.

Rio Vista Unit

Sacramento Basin Winters Play

Miocene and Frio Amplitude Plays

Anomalina and Vicksburg Amplitude Play

Upper Wilcox Structural Plays

Lobo Play

Perdido Play

Middle and Lower Wilcox Plays

Sligo Reef Structural Plays

South Texas Trends

S. Callaghan and El Corazon Ranch (42,000 est. of the total) average

The Company has approximately

70,000 net acres (est.) square miles of 3-D seismic.

220 active operated and 100

non-operated wells.

Current net production is 24

MMcfe/day.

90 proved and probable locations.

Drilled three wells to date, all

successful. Net production is 5.5
MMcfe/day.

Plan to drill 13 additional wells in

2006.

Two rigs under contract.

South Texas – Lobo

Perdido Acreage

Company owns a 50% non-operated

working interest in approximately 18,000
net acres (est.) in the Perdido Sand Trend.

Horizontal drilling has been very successful

in developing these sands at 9,500 to
12,000 feet.

Currently have 28 producing wells of which

8 are horizontal.

Last three infill horizontal wells are

averaging a total of 24 MMcfe/d gross.

Current net production is 13 MMcfe/d.

All future 48 locations will be horizontal.

3 new wells drilled in 2006 to date. One well

is producing 10 MMcfe/d, second well is
being fracture stimulated and is scheduled
to be producing second week of June 2006.
The third well is waiting on a completion rig.

7 additional wells planned for 2006.

South Texas – Perdido

Gulf of Mexico Activity Areas

Working interest in 11 blocks

ranging from 20% to 100% (NRI
of 15% - 79%).

Current net production is 8

MMcfe/day from 6 producing
wells.

22,000 net acres (est.) under

lease.

A recent discovery at Main Pass

118 tested 12.4 MMcf/day and
512 Bbls/day.

An additional adjacent prospect

(much larger amplitude) on MP
117 is currently drilling. Rosetta’s
W.I. = 25%.

Successful bidder in 2006

offshore lease sale with a 50%
working interest in two South
Timbalier blocks.

New Leases

Drilling

Current Producer

Texas State Waters

The Company is exploring in

the Vicksburg and Frio trends
in Galveston Bay, Texas,
pursuing sands that exhibit
strong hydrocarbon indicators
on 3-D seismic.

Current net production is 3

MMcfe/day.

Three successful wells have

been drilled.

Five additional locations are

planned, with working interest
of 28.9%. Two will be drilled in
2006.

T B - 2

St Tr 100 Ut

Bonefish

Kerr McGee Farm-Out

Dolphin

Producing

Drilling

Location

TEXAS STATE WATERS

KGA 18-13 Colorado

Coiled Tubing Drilling

Rocky Mountain Focus Areas

Producing formation – Niobrara chalk at

2,500 feet.

Company owns 72,000 net acres in this

shallow gas play.

Expect to drill approximately 213 additional

locations, majority 80-acre spacing, on our
existing leases and leases being finalized
with 70 planned in 2006.

This 3-D supported play has been approved

for 40-acre spacing. 61 square miles of 3-D
survey acquired in 2006.

Drilling and completion cost per well is

$200,000.

Rosetta Leases

DJ Basin

Rocky Mountains – DJ Basin

8,481 net acres with Fruitland

Coal potential at 1,600 feet.

Company has identified 49

drillable development
locations.

Drilling and completion costs

of $280,000 per well.

Drilled and completed 3 wells

to date.

Rosetta

Leases

San Juan Basin

Rocky Mountains – San Juan Basin

Uinta Basin

Rosetta

Leases

Actively pursuing an emerging Mesa

Verde and Wasatch basin-centered
gas play in Eastern Utah, 6500-7500
ft. depths.

The Company has 2,800 net acres

under lease in the Uinta Basin.

35 drillable locations (4 probable).

Leased additional acreage to South.

Successful farmout of additional

acreage.

3-D seismic shoot completed and

processed.

Rocky Mountains – Uinta Basin

(In Millions)
Northern	$73.7
Southern	$115.7
Other	$ 5.0
International	$ 5.0
Total	$199.4

2006 Capital Expenditures (Est.)

Ø Well Activity
§ Drill	188 Wells
§ Recompletions / Workovers	68 Wells
Ø Average Production	110 MMcfe/d
Ø Capital Expenditures	$199 MM
Ø Proved Reserve Additions	80 Bcfe

2006 Goals

1^st Quarter Average Rate		85 MMcfe/d

Current Rate		95 MMcfe/d

Addition by end of 2006
15 Lobo Wells	10
7 Perdido Wells	10
Gulf of Mexico/State Waters	5
16 Sacramento Basin Wells	15
Rockies	5
Subtotal	45

Target 2006 Exit Rate		140 MMcfe/d

How Are We Going To Meet Our Production Objectives?

Proved reserve adds to date		35 Bcfe

Additional 16 wells in Sacramento Basin	13
Additional San Juan & DJ Basin Wells	15
Additional 7 wells in Perdido	12
Gulf of Mexico / State Waters	5

Target 2006 Reserve Adds	80 Bcfe

How Are We Going To Meet Our Reserve Add Objectives?

Investment Considerations

Quality Asset Base

Production Growth Momentum

Significant Drilling Location Inventory

Competitive Cost Structure

Strong Balance Sheet

Conclusion

EC 89

Forward-Looking Statements

This presentation may contain “forward-looking statements” within the meaning of

the US Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those reflected in these statements. These risks include, but are not limited to:, the risks inherent and specific to, the oil and gas industry and risk that effect business’ in general. Additional information on these and other factors which could affect the Company’s operations or financial result are included in the Company’s other reports on file with the United States Securities and Exchange Commission. Forward-looking statements are based on the estimate and opinion of the Company’s management at the time the statements are made. The Company assumes no obligation to update forward-looking statements should circumstance or management’s estimates or opinions change.