Filed by Noble Energy, Inc.
(Commission File No. 001-07964)
Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Rosetta Resources, Inc.
Commission File No.: 333-204592
This filing relates to the proposed merger of Noble Energy with Rosetta pursuant to the terms of an Agreement and Plan of Merger, dated as of May 10, 2015 (the “Merger Agreement”), by and among Noble Energy, Rosetta and Merger Sub. The Merger Agreement is on file with the Securities and Exchange Commission as an exhibit to the Current Report on Form 8-K filed by Noble Energy on May 11, 2015, and is incorporated by reference into this filing.
 Energizing the World,
Bettering People’s Lives
® Investor Handout May 2015 |
 NBL NBL Noble Energy 2 Designed to succeed in any environment Well-Balanced, Diversified Portfolio Provides Exceptional Optionality Substantial proved reserves and unbooked resources Crude oil and natural gas exposure U.S. unconventional, global offshore and exploration Disciplined and Prudent Investment Approach Focus on retaining strength through the cycle Strong Financial Capacity Substantial existing liquidity Commitment to investment grade rating Proficient Organizational Capability Onshore and offshore operations Exploration and major project execution |
 NBL NBL Global Operations 3 Diversified portfolio of premier operating assets Focused on Material Core Areas With Running Room Onshore U.S. - DJ Basin and Marcellus Shale Deepwater - GOM, Eastern Mediterranean and West Africa Best-in-class Project Execution Delivered multiple onshore and offshore major projects on schedule Visible, Long-term Growth Options High-impact, Strategic Exploration Program Two play opening prospects in 2015 Operational Leadership in All Areas Safety, environment, and community 2014 Reserves 1.4 BBoe 2015 Production ~ 307 MBoe/d 34% Oil, 9% NGL, 57% Natural Gas 2015 Capex ~ $2.9 Bn
Core operating areas
New ventures |
 NBL NBL Financial Position 4 2015 plans focused on maintaining strength Proactive Financial Management $5.7 B in total liquidity* at end of 1Q 15 Current Net Debt-to-Capital: 28% No near-term debt maturities Investment Grade Rating Moody’s: Baa2 S&P: BBB Strong 2015 Hedging Position 70% crude oil and 48% U.S. natural gas Israel gas a natural hedge * Liquidity defined as cash on hand plus unused credit capacity 0 1,000 2,000 3,000 4,000 2015 2016 2017 2018 2019 2020 2021 2022+ Well Managed Maturity Profile $ MM 34% 37% 35% 29% 33% 28% YE 2013 YE 2014 1Q 2015 Debt-to-Cap Net Debt-to-Cap Favorable Leverage |
 NBL NBL Commodity Hedging Positions 5 Increasing cash flow predictability and protecting value * Based on forward strip pricing as of March 12, 2015 Crude Oil Hedges U.S. Natural Gas Hedges Year MMBtu/d Avg. Fixed Price Avg. Short Put Price Avg. Floor Price Avg. Ceiling Price 2015 140,000 (Swaps) $4.30 150,000 (3-Way) $3.58 $4.25 $5.04 2016 40,000 (Swaps) $3.60 30,000 (Collars) $3.00 $3.50 60,000 (3-Way) $2.88 $3.50 $4.03 Year Bo/d Avg. Fixed Price Avg. Short Put Price Avg. Floor Price Avg. Ceiling Price 2015 35,000 (Swaps) $91.43 4,167 (Collars) $50.00 $64.94 33,000 (3-Way) $73.03 $90.88 $99.96 2016 15,000 (Swaps) $93.95 14,000 (3-Way) $67.57 $80.36 $95.18 0 200 400 600 800 1,000 2015E 2016E Projected Future Hedge Settlements * $ MM |
 NBL
Dividend 6
Commitment to competitive payout
Over Last Decade, Dividend per Share has Grown at a 31% CAGR and
recently the annual dividend increased to $.72 per share
Note: N/A = No dividend paid
10-Year Dividend Growth
Per Share (2005 –
2014) N/A N/A NBL NBL 30% 20% 10% 0% -10% NBL A B C D E F G H I J 9% 6% 3% 0% 2002 2004 2006 2008 2010 2012 2014 NBL Peers Dividend Payout Ratio Investment Grade Peers |
 Strong
Performance Metrics 7
Demonstrated track record of success
0 200 400 600 800 1,000 1,200 1,400 1,600 0 50 100 150 200 250 300 350 0 500 1,000 1,500 2,000 2,500 3,000 3,500 0 5 10 15 20 25 30 Market Cap ($B) Proved Reserves (MMBoe) Funds From Operations ($MM) Production (MBoe/d) NBL NBL |
 2015
Strategy and Messages 8
Maintain strength and flexibility
NBL NBL Leverage Benefits of a Well-Positioned, Diversified Portfolio Premier, low-cost base with optionality Protect Balance Sheet and Financial Liquidity Disciplined and flexible investment plan Committed to investment grade rating Capital More Aligned with Cash Flow Average sales 300 - 315 MBoe/d, up 5% after adjusting for asset divestitures Core U.S. onshore development, major offshore projects, and material exploration tests Drive Cost Structure Lower Make changes with a lasting impact Retain Capacity to Accelerate Based on Market Conditions |
 2015 Capital
Program Disciplined and prudent investment approach
Progress Core Onshore Unconventional
Programs Focus on best return areas and maximize existing facility infrastructure Major Project Spending Limited to Sanctioned Projects Three GOM developments, first production from Big Bend in fourth quarter of 2015 Suspend Israel investments pending regulatory certainty Exploration Focused on Committed Projects Substantial prospects include wells in Cameroon and the Falkland Islands Significant Agility and Flexibility in Plan $2.9 Billion Capex 300 – 315 MBoe/d Volumes DJ Basin Program Focus on Wells Ranch and East Pony IDPs Marcellus Program Includes investment in CONE expansion GOM Program Focus on Rio Grande (Big Bend, Dantzler) and Gunflint development DJ Basin West Africa Marcellus GOM Frontier EMed NBL NBL 9 |
 Core US
Onshore Horizontal Production 10
Track record of substantial growth
60% Total Increase From 1Q14
DJ Basin up more than 50% and
Marcellus up nearly 75%
100 MBoe/d Increase Over Last
Two Years Split evenly DJ Basin / Marcellus Improving Well Performance and Drilling Longer Laterals Shared Learning Environment Delivering Upside to Both Core Plays 0 30 60 90 120 150 180 1Q12 1Q13 1Q14 1Q15 DJ Basin Marcellus Core US Onshore Horizontal Volume MBoe/d NBL NBL |
 NBL NBL DJ Basin Asset 11 Deep inventory of high-value, low-cost opportunities Large, Contiguous Acreage Position in Premier U.S. Onshore Liquids Play Over 500,000 net acres in Colorado, primarily focused in oil window Multi-Billion Barrel Net Risked Resources* Upside through downspace testing and evaluation of new completion designs Technical and Operational Excellence Maximizing efficiencies through extended reach laterals and optimized execution Expanding infrastructure capacity Development Plans Deliver Enhanced Economics and Decreased Footprint Substantial value opportunity in IDP facilities * Term defined in appendix |
 NBL NBL DJ Basin 2015 Operations 12 Focus on enhancing core positions $1.1B Capital Program Delivers Over 5% Volume Growth 1Q15 total production of 116 MBoe/d 160% horizontal volume increase over last 2 years Activity Led by High-Value Areas in Wells Ranch and East Pony Currently operating 4 drilling rigs in basin High liquids content (>70%), lower capital and LOE Optimizing well density and NPV per section Increasing Value through Long Laterals Substantial cost efficiencies and enhanced recovery per lateral foot Expanding Natural Gas Processing and Crude Oil Takeaway Material compression and processing adds in first half of 2015 NE WY CO CO NBL Interests CO Greater Wattenberg N Colorado 0 25 50 75 100 2011 2012 2013 2014 1Q15 Net DJ Horizontal Production MBoe/d |
 NBL NBL Continued Drilling Efficiencies – DJ Basin 13 Drilling 70% of 2014 Total Footage* With 40% of Rigs Retained most efficient rigs 2015 average lateral length up 20% from 2014 2015 Target Spud to Rig Release of Under 8 Days (Standard Lateral Length) 1Q15 actual of approximately 7 days Reduced Drilling Times Delivering Additional Well Completions in 2015 Deploying additional frac crew in 2H15 Record Drilling Highlights Recent 9,280 foot lateral well in 7 days (spud to rig release) Delivering lower well costs and more completions # of Days * Total vertical and horizontal footage based on rig operating days per year (excluding rig move days) ** Spud to rig release timing based on standard lateral length (4,500 feet) 1Q15 Avg 1,724 0 3 6 9 12 500 750 1,000 1,250 1,500 1,750 2012 2013 2014 2015E Accelerated Drilling Performance Total Footage Per Rig Per Day * Spud to Rig Release ** Footage |
 NBL NBL Operational Efficiencies and Supplier Negotiations Decreased drilling times and equipment optimization contribute 5 - 15% savings Supplier services (completion and drilling) down 15 - 25% Potential Further Well Cost Reductions Additional supplier negotiations Testing slickwater fluid completions at a savings of up to $0.2 MM per well Approximately 60% of 2015 Drilling Program in Wells Ranch Benefitted by lower capital and operating costs from existing NBL infrastructure Lateral length average of ~7,500 feet Substantial Cost Reductions – DJ Basin 14 Significant progress on decreasing well costs $3.8 MM Wells Ranch (4,500 foot lateral) Stimulation - Other Drilling Stimulation - Pumping Completion Equipment Facilities and Site Prep/Auxiliary Services 2015 Well Cost Allocation |
 NBL NBL DJ Basin Infrastructure 15 Infrastructure build-out supporting growth Third Party Natural Gas Processing Expansion and Optimization DCP’s Lucerne-2 facility planned online in 2Q 2015 (200 MMcf/d) Multiple compression projects in 1H 2015, including 70 Ranch already online Grand Parkway System Operational End of 2015 / Early 2016 Low pressure system to optimize field processing NBL Expanding N Colorado Gas Processing Capacity NBL Keota plant startup in 1H 2015 Additional Oil Pipeline Projects Underway More than 80% of NBL oil exports the basin Gas Midstream Infrastructure Troudt CS 45 MMcf/d 2Q 2015 Lucerne-2 200 MMcf/d 2Q 2015 Rocky CS 100 MMcf/d 2Q 2015 70 Ranch CS 45 MMcf/d Online |
 NBL DJ
Basin Infrastructure 16
Opportunity to unlock substantial value
Oil, Gas and Produced Water
Gathering More than 300 miles of pipelines Equity interest in White Cliff’s pipleine Processing and Polishing Facilities Wells Ranch – 45,000 Bbl/d oil and 140 MMcf/d gas handling capacity Platteville and Briggsdale oil polishing units Gas Processing Plants Lilli – 20 MMcf/d, Keota – 15 to 30 MMcf/d Cumulative Investments Greater Than CONE Midstream at IPO NBL NBL |
 Marcellus
Shale 17 Leading, low-cost U.S. natural gas basin * Term defined in appendix Substantial Acreage Position in SW Marcellus 350,000 net acres in southwest fairway 88% NRI enhances returns Leases largely held by existing production Multi-Billion Barrel Equivalent Net Risked Resources* Well Performance - EURs and IPs Continue to Improve Modified completions delivering further success Efficiently Drilling Longest Laterals in Appalachia Basin Expanding Market Diversification Increasing out of basin market outlets NBL NBL |
 Marcellus
2015 Operations 18
Focus JV on optimal capital allocation
$700 Million Capital Program Delivers Over
40% Volume Growth 1Q15 total production of 393 MMcf/d Approximately 200% increase over last 2 years Continued Performance Improvement Operated Program Reduced to 1 Horizontal Drilling Rigs 2 to 3 non-operated rigs focused in dry gas areas Maximizing Value Through Long Laterals and Enhanced Completion Designs WV OH PA Majorsville SW PA Dry OPS Wet Gas Acreage Dry Gas Acreage WV PA NBL NBL MMcfe/d 400 300 200 100 0 2011 2012 2013 2014 2015 Net Marcellus Production |
 Marcellus
Continuous Efficiency Improvement 19
Average 2015 Lateral Length Up
Nearly 50% from 2012 2015 Well Cost Per Lateral Foot Estimated Down 15% from 2014 2015 average well cost estimated $8 MM* for 8,000 foot lateral Reductions include service cost decreases, increased efficiencies and optimization Record Drilling Performance Recent 7,000 ft. horizontal lateral leg drilled in 1 day Longest lateral well drilled in Marcellus at approx. 14,000 lateral ft. Drilling longest laterals in the play * D&C cost includes allocated pad & facility costs NBL NBL Operated Well Cost and Lateral Feet Drilled Lateral Ft. 10,000 8,000 6,000 4,000 2,000 0 2012 2013 2014 2015E Lateral Ft. Cost/Lat. Ft. $/Lat. Ft. * 2,000 1,500 1,000 500 |
 NBL NBL Marcellus RSCS Outperformance 20 Enhanced completions delivering ~30% improvement Reduced Stage and Cluster Spacing (RSCS) Enhancing Wet Gas Areas Average 7,000 foot RSCS lateral includes 30-40 stages Initial RSCS Wells Continue to Outperform WFN3, WFN6, SHL26 online more than 200 days SHL13, SHL23, OXF1 online more than 100 days SHL25, WEB13 online more than 40 days 2015 Capital Program Will Continue to Optimize Stage and Cluster Length Target over 50% operated wells completed with RSCS 0 25 50 75 WFN3 WFN6 SHL13 SHL 26 SHL 23 OXF1 SHL25 WEB13 RSCS Outperformance Versus Non-RSCS Average Percent Average 30% |
 NBL NBL Marcellus Marketing Summary 21 Expanding capacity and pricing points Diversified Access to Local and Regional Markets Balanced Blend of Established Firm Sales and Transportation Flow assurance and value uplift Firm Transport Expands to Approx 800 MMcf/d in 2017 / 2018 Continued Market Diversification Through Future Pipeline Expansions Recent out of Basin agreements to Gulf Coast, Mid-Atlantic and Great Lakes areas 0 200 400 600 800 Jan-15 Jul-15 Jan-16 Jul-16 Jan-17 Jul-17 Jan-18 Total Firm Sales and Transportation Existing FT Firm Sales Gulf Coast Gulf Coast, Mid-Atl, NE Great Lakes MMcf/d TETCO M3 TETCO M2 Dominion TCO Current Average Sales by Pipeline Gulf Coast Midcontinent |
 CONE
Midstream Partners LP Overview 22
Monetizing midstream value
Marcellus Gathering MLP
Jointly owned by NBL and CNX
Material acreage dedication from
sponsors Substantial pipeline and compression facilities CNNX IPO in September 2014 Facility investments prior to IPO of approximately $460 MM gross Gross IPO proceeds of $410 MM NBL retains 32.1% LP interest and 50% ownership of GP Ongoing Development Planned to Support Further E&P Growth Map sourced from CONE Midstream LP NBL NBL |
 Gulf of
Mexico 23 Sustained value creation with visibility for significant growth Louisiana Gunflint 31% WI Troubadour 60% WI Big Bend 54% WI Dantzler 45% WI Ticonderoga 50% WI Swordfish 85% WI Raton / Raton South 67% / 79% WI Lorien 60% WI Galapagos 26% Avg WI Katmai 50% WI Proven Track Record of Success Leading-edge technology with disciplined processes Exploration Successes Drive Near-term Production Increase Big Bend commence production in 4Q 2015, Dantzler by end of 2015 Gunflint online by mid-2016 Existing Infrastructure Leads to Short Project Cycle Times Focus on high-value opportunities Material Exploration Upside Maturing exploration portfolio for additional drilling in future Producing Under development NBL Interests Discovery NBL NBL |
 NBL NBL Substantial GOM Growth 24 Delivering strong oil production exiting 2015 0 10 20 30 2013 2014 2015E 2016E Existing Production New Projects GOM Production MBoe/d 2016 Average Production Estimated to Double 2015 Volume Three Major Projects Online By Mid- 2016 Big Bend commence production in 4Q15, Dantzler by end of 2015 Gunflint online by mid-2016 NBL GOM Cash Margins Competitive With Onshore U.S. Oil Plays LLS pricing at a premium to U.S. resource plays Attractive cost structure 2016 Drilling Program Focused on Future Growth Potential Katmai appraisal 1 to 2 exploration wells planned |
 Rio Grande
Development (Big Bend and Dantzler) 25
Near-term major project impact to NBL
Total Gross Resources of 140 –
240 MMBoe NBL operated Mississippi Canyon 698, 782 Initial Production Startup with Big Bend in 4Q 2015 Potential for additional producer wells Dantzler Leveraging Big Bend Infrastructure Allows acceleration of first production to year-end 2015 All Well Drilling/Completion Work Finished Combined Big Bend and Dantzler Startup Production of up to 20 MBoe/d, net Fields Potential Gross MMBoe First Production Planned Wells Hydrocarbon Big Bend 60 - 115 4Q 2015 1 Primarily oil Dantzler 65 - 100 YE 2015 2 Primarily oil Troubadour 15 - 25 future 1 Primarily gas Troubadour 60% WI Big Bend 54% WI Dantzler 45% WI Thunder Hawk Production Facility Infrastructure Development NBL Interests Discovery NBL NBL |
 Gunflint
Development 26
Optimized plan with existing infrastructure
NBL Operated with 31% WI
Mississippi Canyon 948, 992
Primarily oil development
Initial Development Based on Gross
Resources of 35 - 90 MMBoe 100 MMBoe gross upside leveraging technology, infrastructure, and reservoir performance First Production Planned for Mid-2016 Two-well subsea tieback PHA with Gulfstar host facility 80% oil Production of 5 to 8 MBoe/d, net, at Startup • 23 mile subsea tie-back • 4,100 - 6,100 ft. water depth • Expandable dual flow- line system NBL NBL |
 West
Africa 27 Substantial cash-flow with material upside Unique Approach to Creating Value Liquids and gas monetization with LPG, LNG and Methanol Maximizing and Sustaining Current Production Relatively low declines at Alba and Aseng Recent production enhancements at Alen Facility maintenance and project turnarounds impacting 2015 production Cameroon Exploration Well Planned for Mid-2015 Cheetah gross mean resources in excess of 100 MMBoe Results expected in 3Q 2015 Expanding Regional Position into Highly Prospective Areas Equatorial Guinea Cameroon Aseng 38% WI Methanol Plant 45% WI LPG Plant 28% WI Bioko Island Alen 45% WI Alba Field 34% WI Tilapia PSC 47% WI YoYo License 50% WI Producing Discovery NBL Interests Exploration Cheetah Prospect NBL NBL |
 Cameroon
– Cheetah Prospect
28 Initial Cretaceous oil prospect in Douala Basin Gross Mean Unrisked Resources in Excess of 100 MMBoe WI 47%, NRI 35% Well Summary Water depth: 85 ft. Total planned depth: 13,100 ft. Prospect Characteristics Multiple Upper Cretaceous targets Primary risk: reservoir quality 4-way dip closed structure Geologic chance of success 20-25% Results Anticipated in 3Q 2015 Note: image represents one of multiple potential sand intervals Equatorial Guinea Cameroon Aseng Alen Cheetah Prospect Cheetah Producing Discovery NBL Interests Exploration NBL NBL Alba |
 Eastern
Mediterranean 29
World-class discoveries with world-class opportunities
Over 40 Tcf Gross Resources Discovered Outstanding Operational Performance from Tamar Averaging 750 MMcf/d since startup Generating strong cash flow to support future projects Growing Domestic and Regional Opportunities Regulatory Clarity Needed to Advance Next Round of Major Projects Material Remaining Exploration Potential Tamar 36% WI Tamar SW 36% WI Tel Aviv Ashdod Israel Egypt Producing Discovery NBL Interests Cyprus 70% WI Leviathan 40% WI AOT 47% WI NBL NBL |
 NBL NBL 30 Outstanding Operational Performance Near 100% facility uptime Current deliverability capacity of over 1.1 Bcf/d Averaged 750 MMcf/d since startup Onshore AOT Compression Project on Schedule Mid-2015 startup Provides additional peak gas capacity Additional Expansion of Deliverability Requires Regulatory Certainty Supported by domestic and regional export customers Includes Tamar SW development 10 Tcf Tamar Field Supplying growing domestic and regional demand |
 NBL NBL Market Export Opportunities – Israel and Cyprus 31 Over 20 Tcf available for export Initial Tamar Regional Gas Sales and Purchasing Agreements Signed Dolphinus Holdings – Up to 250 MMcf/d interruptible Arab Potash and Jordan Bromine Company – total 66Bcf Additional Regional Pipeline LOIs Signed Tamar – Union Fenosa Gas – 440 MMcf/d total 2.5 Tcf Leviathan – BG Group LNG – 700 MMcf/d total 3.75 Tcf Leviathan – NEPCO Jordan – 300 MMcf/d total 1.6 Tcf Substantial Additional Opportunities Upside capacity under existing LOIs Cyprus domestic market and LNG potential Timing of Regional Exports and Domestic Expansion Dependent on Regulatory Certainty Gross Resource (Tcf) Export % Export Volume (Tcf) Tamar 10 50% 2.0* Tamar SW 0.7 75%** 0.5 Leviathan 21.9 50% 10.9 Tanin 1.2 75% 0.9 Karish 1.8 75% 1.4 Dalit 0.5 75%** 0.4 Dolphin 0.1 75%** 0.1 Cyprus 5 100% 5.0 Total 41.2 21.2 * 50% of uncontracted volumes ** Up to 100% at discretion of MEWR |
 NBL NBL 22 Tcf Leviathan Field 32 Huge potential for Israel and NBL Largest Natural Gas Discovery in the World in 2010 NBL operated, 40% WI Potential Second Source of Natural Gas for Domestic Consumption Meet growing demand and conversion to natural gas Multiple LOIs to Initiate Gas Export to Regional Customers Well down the path with Egypt and Jordan Substantial Project Readiness 1.6 Bcf/d FPSO Progress on Investment Climate in Israel Necessary for Project Sanction Continuing discussions with multiple Government Ministries |
 NBL NBL Global Exploration Program 33 Designed to deliver long-term value Track Record of Success in Proven and Frontier Areas Recognized as a top explorer Created core areas in Douala and Levant basins Enhanced GOM and DJ Basin core areas Program with the Ability to Deliver New Discoveries Annually Additional exploration in existing core areas Dedicated new ventures effort building the future 2015 Exploration Program Focused on Significant Prospect Commitments First two operated wells in Falklands Cameroon oil target Cumulative Discovered Resource Over 3 BBoe Net 0 1 2 3 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 BBoe |
 34 Energizing the World, Bettering People’s Lives ® |
 U.S.
Onshore – NE Nevada
35 Large-scale organic exploration opportunity NBL Operated Over 400,000 gross acres, 66% fee 220 square miles 3D seismic Play Characteristics Depth range 6,000 - 12,000 ft. Unconventional tight oil prospect, similar deposition to Uinta Basin Initial Wells Proved Productive Nature of the Targeted Reservoir Four wells drilled across acreage position Initial vertical completion in Humboldt produced oil Recent completion in Huntington tested oil, awaiting production facilities for 2Q 15 start-up Assessing Next Steps for Appraisal Area 3 Mary’s River Area 2 Humboldt 2 Wells Drilled 1 well Drilled Area 1 Huntington 1 well Drilled 3D Surveys Area Designation NBL Interests NV |
 Falkland
Islands 36
New frontier with significant prospectivity
Over 10 MM Gross Acres North Basin - operated with 75% WI South Basin - operated with 35% WI Multi-billion barrel gross unrisked resource potential 2,500 sq. miles 3D seismic acquired to date Similar Geologic Plays to West Africa Margin Initial Operated Prospect to Spud by End of 2Q15 Humpback, one of multiple stacked fan prospects Acquisition of Rhea Acreage De-risked by nearby multiple discoveries including 400+ MMBoe Sea Lion ~ 250 MMBo prospect to spud by the end of 2015 Falkland Islands Darwin Discovery Basin Floor Fan Slope Fan Tilted Fault Block NBL Interests Humpback South Basin Rhea North Basin Sea Lion Discovery |
 NBL NBL Southern Sub-Basin Falkland Islands – Humpback Prospect 37 Initial well in a billion barrel plus petroleum system Gross Mean Unrisked Resources in Excess of 250 MMBo WI 35%, NRI 32% Humpback-1 Well Summary Water depth: 4,170 ft. Total planned depth: 17,550 ft. Prospect Characteristics Multiple Cretaceous targets Primary risk: containment Stratigraphic trap play Geologic chance of success 20-25% Results Anticipated in 3Q 2015 Note: image represents one of multiple potential sand intervals Humpback-1 |
 NBL NBL ROSE Acquisition 38 All-Stock Transaction – 1 ROSE Share 0.542 Shares of NBL ROSE shareholders will own 9.6% of NBL Attractive Valuation Metrics EV / 1Q 2015 Production - ~$58,500 per Boe/d EV / Proved Reserves - ~$13.65 per Boe Two New Positions: Eagle Ford Shale and Permian 1,800 gross horizontal locations providing 1 BBoe net unrisked potential Production CAGR of ~ 15% over next serval years and generating positive free cash flow
annually Strong economics that compete within portfolio Immediately Accretive to Earnings and Cash Flow per Share Neutral on key Credit metrics Leverages Technical Onshore Expertise Expect to Close in 3Q 2015 Entry into two premier U.S. Onshore plays |
 New
Positions in U.S. Unconventional Plays 39
Permian • 46,000 net acres Delaware Basin • 10,000 net acres Midland Basin • Average WI ~72% • 1,200 gross future locations • 7 MBoe/d 1Q15 production Eagle Ford • 50,000 net acres, primarily in Dimmit & Webb counties • Average WI - 100% • 640 gross future locations • 59 MBoe/d 1Q15 production Strong economics and deep inventory of opportunities |
 Pro Forma
Asset Portfolio 40
Rosetta Resources Noble Pro Forma Noble Energy 318 MBoe/d 43% Liquids 1,404 MMBoe 31% Liquids 66 MBoe/d 62% Liquids 384 MBoe/d 46% Liquids 282 MMBoe 61% Liquids 1,686 MMBoe 36% Liquids ROSE expands NBL production / reserves by 20% First Quarter 2015 Production Mix 2014 Year End Proved Reserves |
 Appendix 41 |
 2015 Annual
Guidance 42
2014 Actual 2015 Estimate Sales Volumes (MBoe/d) 298 / 291* 300 - 315 Product Mix (Oil / Gas / NGL) 35% / 56% / 9% 34% / 57% / 9% Capital ($B) $4.9 $2.9 Equity Investment Income ($MM) $170 $85 - $115 Lease Operating ($/Boe) $5.55 $4.70 - $5.10 Transportation, Gathering ($/Boe) $1.56 $1.90 - $2.30 DD&A ($/Boe) $16.17 $15.65 - $16.15 Production Taxes (% Revenues) 3.7% 3.8 - 4.2% Exploration ($MM) $498 $280 - $350 G&A ($MM) $503 $450 - $490 Interest, net / Capitalized ($MM) $210 / $116 $245 - 265 / $120 - 140 Effective Tax Rate / Deferred Ratio 26% / 26% 45 - 55% / 20 - 30% * Volumes adjusted for assets sold throughout 2014 |
 Forward-looking Statements and Other Matters
43 This presentation also contains certain historical and forward-looking non-GAAP measures of financial performance that management
believes are good tools for internal use and the investment community in
evaluating Noble Energy’s overall financial performance. These non-GAAP measures are broadly used to value and compare companies in the crude oil and natural gas industry. Please also see Noble Energy’s website
at
http://www.nobleenergyinc.com under
“Investors” for reconciliations of the differences between any historical non-GAAP measures used in this presentation and the most directly comparable GAAP financial measures. The GAAP measures most comparable to the forward-looking
non- GAAP financial measures are not accessible on a
forward-looking basis and reconciling information is not available without unreasonable effort. This presentation contains certain "forward-looking statements" within the meaning of federal securities laws. Words such as
"anticipates", "believes," "expects",
"intends", "will", "should", "may", and similar expressions may be used to identify forward-looking statements. Forward- looking statements are not statements of historical fact and reflect Noble Energy's current views about future events. Such forward-looking
statements include, but are not limited to, statements about the benefits
of the proposed merger involving Noble Energy and Rosetta, including
future financial and operating results, Noble Energy's plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts, including estimates of oil and natural gas reserves and
resources, estimates of future production, assumptions regarding future
oil and natural gas pricing, planned drilling activity, future results of
operations, projected cash flow and liquidity, business strategy and other plans and
objectives for future operations. No assurances can be given that
the forward-looking statements contained in this presentation will occur as projected and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks
and uncertainties that could cause actual results to differ materially
from those projected. These risks and uncertainties include, without
limitation, the ability to obtain the requisite Rosetta shareholder approval; the risk
that Rosetta or Noble Energy may be unable to obtain governmental and
regulatory approvals required for the merger, or required governmental and regulatory approvals may delay the merger or result in the imposition of conditions that could cause the parties to abandon the merger, the risk that a condition to closing of the merger
may not be satisfied, the timing to consummate the proposed merger, the
risk that the businesses will not be integrated successfully, the risk
that the cost savings and any other synergies from the transaction may not be fully
realized or may take longer to realize than expected, disruption from the
transaction making it more difficult to maintain relationships with customers, employees or suppliers, the diversion of management time on merger-related issues, the volatility in commodity prices for crude oil and natural gas, the presence or recoverability of
estimated reserves, the ability to replace reserves, environmental risks,
drilling and operating risks, exploration and development risks,
competition, government regulation or other actions, the ability of management to
execute its plans to meet its goals and other risks inherent in Noble
Energy's and Rosetta's businesses that are discussed in Noble Energy's and Rosetta's most recent annual reports on Form 10-K, respectively, and in other Noble Energy and Rosetta reports on file with the Securities and Exchange Commission (the "SEC"). These
reports are also available from the sources described above.
Forward-looking statements are based on the estimates and opinions of
management at the time the statements are made. Noble Energy undertakes no obligation
to publicly update any forward-looking statement, whether as a result
of new information, future events or otherwise. |
 NBL NBL Forward-looking Statements and Other Matters 44 The Securities and Exchange Commission requires oil and gas companies, in their filings with the SEC, to disclose proved reserves that a
company has demonstrated by actual production or conclusive formation
tests to be economically and legally producible under existing economic
and operating conditions. The SEC permits the optional disclosure of probable and
possible reserves, however, we have not disclosed our
probable and possible reserves in our filings with the SEC. We use certain terms in this presentation, such as “discovered unbooked resources”, “resources”, “risked resources”, “recoverable resources”, “unrisked resources”, “unrisked exploration prospectivity” and “estimated ultimate recovery” (EUR). These estimates are by their nature more speculative than estimates of proved, probable and possible reserves and
accordingly are subject to substantially greater risk of being actually
realized. The SEC guidelines strictly prohibit us from including these
estimates in filings with the SEC. Investors are urged to consider closely the
disclosures and risk factors in our most recent Form 10-K and in
other reports on file with the SEC, available from Noble Energy’s offices or website, http://www.nobleenergyinc.com.
Additional Information And Where To Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger between Noble Energy and Rosetta, Noble Energy will file with the SEC a Registration
Statement on Form S-4 that will include a proxy statement of Rosetta that also constitutes a prospectus of Noble Energy. Rosetta will mail the proxy statement/prospectus to its shareholders. This document is not a substitute for any prospectus, proxy statement or any other document which Noble Energy or Rosetta may file with the SEC in connection with the proposed transaction. Noble Energy and Rosetta urge Rosetta investors and shareholders to read the proxy statement/prospectus regarding the proposed merger when it becomes available, as well as other documents filed with the SEC, because they will contain important information. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC's website (www.sec.gov).
You may also obtain these documents, free of charge, from Noble Energy's website (www.nobleenergyinc.com)
under the tab "Investors" and then under the heading "SEC Filings." You may also obtain these documents, free of charge, from Rosetta's website (www.rosettaresources.com)
under the tab "Investors" and then under the heading "SEC Filings." Participants In The Merger Solicitation Noble Energy, Rosetta, and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from Rosetta shareholders in favor of the merger and related matters. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Rosetta shareholders in connection with the proposed merger will be set forth in the proxy statement/prospectus when it is filed with the SEC. You can find information about Noble Energy's executive officers and directors in its definitive proxy statement filed with the SEC on March 27, 2015. You can find information about Rosetta's executive officers and directors in its definitive proxy statement filed with the SEC on March 26, 2015. Additional information about Noble Energy's executive officers and directors and Rosetta's executive officers and directors can be found in the above-referenced Registration Statement on Form S-4 when it becomes
available.
You can obtain free copies of these documents from Noble Energy and Rosetta using the
contact information above. |
 ROSE
Acquisition 45
Enhances NBL’s Leading Onshore Unconventional Business
Impactful positions in Eagle Ford Shale and Permian
1,800 gross horizontal locations providing 1 BBoe net unrisked potential Production CAGR of more than 15% over next several years Attractive Valuation Metrics EV / 1Q 2015 Production - ~$58,500 per Boe/d EV / Proved Reserves - ~$13.65 per Boe Immediately Accretive to the Portfolio and Financial Measures Neutral on key credit metrics Leverages Onshore Technical and Operational Expertise Expect to Close in 3Q 2015 Compelling entry into two premier U.S. Onshore plays |
 New
Positions in U.S. Unconventional Plays 46
Permian • 46,000 net acres Delaware Basin • 10,000 net acres Midland Basin • Average WI ~72% • 1,200 gross future locations • 7 MBoe/d 1Q15 production Eagle Ford • 50,000 net acres, primarily in Dimmit & Webb counties • Average WI - 100% • 640 gross future locations • 59 MBoe/d 1Q15 production Adds diversity and optionality to onshore portfolio Extensive Technical Review and Knowledge of Basins Well-Positioned Acreage with Strong Economics 60%+ total liquid component Continued Well Performance Improvements Moving into best areas Modifying completion designs Substantial Running Room 10+ year inventory in Eagle Ford 20+ year inventory in Permian Multi-zone, stacked pay potential |
 47 Improve Operational and Capital Efficiencies Focus on core acreage position Extend lateral lengths Optimize well spacing Refine completion designs and technique Anticipate Significant Well Cost Reductions Establish stable drilling program Reduce drill days and cycle times Economies of scale Development Plan Approach to Facilities and Infrastructure NBL Financial Strength and Flexibility Value Enhancing Opportunities Leverage learnings from the DJ Basin and Marcellus |
 Material
Volume Growth to NBL 48
Accelerating production to 100 MBoe/d by 2018
Substantial Long-Term
Growth Over 15% production CAGR through 2018 Near-term growth driven by Eagle Ford Long-term upside through Permian and Upper Eagle Ford Operating Cash Flows* in Excess of Capital Investments Annually Current Production Equivalent to NBL’s Third Largest Core Area Increases reserves and production by ~ 20% * Operating cash flows represents total revenues (including hedges) less operating expenses, severance taxes, and allocated interest Eagle Ford & Permian Production Outlook MBoe/d 25 50 75 100 2015E 2016E 2017E 2018E |
 Energizing the World,
Bettering People’s Lives ® |