April 21, 2004

IPAAOil & Gas Investment

Symposium

2004

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2

XT

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yCorporate Overview

Strategy: Consistent and profitable growth in natural gas and oil production through a proven process of quality acquisitions and

low-riskinternal development

• Equity market cap:

• S&P/Moody’s ratings:

• Shares outstanding:

• Pro forma production mix:

• Geographic focus:

• Pro forma R/P ratio:

• Management team:

~ $6.2 billion

BBB-/Baa3

234 MM

87% gas, 13% liquids

100% U.S.

14.8 years

Founders and senior memberstogether 20+ years

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Creating Value Through All Cycles

Acquire theRIGHT ASSETSRIGHT ASSETS

to grow

DiscoverNEW RESERVESNEW RESERVES

to grow

The best The best acquisition acquisition

companies arecompanies arethe bestthe best

developmentdevelopmentcompaniescompanies

Increasing ROR,optimize cash flow

Strongbalance sheet

Low-risk,prolific upsides

Long-lived,high margins

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A Strategy of Measured Growth

4,5214,185

3,372

2,682

2,2522,023

1,6391,186

795598

379296

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

5,000

1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2003 PF

Oil NGL Gas

PROVED RESERVES (Bcfe)*

* * Pro forma for 2004 acquisitions* Reserves 100% outside engineered by Miller & Lents, Ltd.

+24%XTO STRATEGY• Long-lived assets• Low-risk inventory• Opportunistic hedging• Strategic acquisitions

28%compound annual growth rate

2003 PF**

2004

2004

5

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yConsistent Increase inNatural Gas Production

51 58 78 102136

230288

344

417

514

668

~ 788

0

100

200

300

400

500

600

700

800

900

1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004E

GROWTH TARGETS2004: ~ 18% to 20%2005: ~ 10% to 12%

AVERAGE PRODUCTION (MMcf per day)

+30%

28%compound annual growth rate

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A Steady Process of Acquire & Develop

7%

11%

5%

3%

15%

29%

5%

31%

6%14%

14%

13%

15%

10%

22%

0

200

400

600

800

1,000

1997 1998 1999 2000 2001 2002 2003 2004E*

Beginning Production Acquisitions Development

Disciplined acquisitions = More profitable growth

0%

* Based on guidance issued 1/2004 & updated for acquisitions through February 23, 2004

PRODUCTION ADDITIONS (MMcfe per day)

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Pursuit of the “Best Rock” drives XTO acquisitions

Steady flow of acquisitions throughout gas price cycles

Ultimately, opportunity drives deals, not arbitrary timing

Good properties are never cheap, but always outperform

Our economic returns today are better than ever

• Discipline in costs• Maintaining low-risk activities• Best cash margins per unit

Naturally, our strategy requires replenishing the inventory

Balancing Acquisitions with Development

2004

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yBuilding a Property Base on

Premier ‘Rock’

Cook Inlet

Fontenelle Area

San Juan Basin

Raton Basin

Permian Basin

East Texas

Arkoma

Hugoton

N. Louisiana

Barnett Shale

Maintaining a Competitive Advantage• Decline curve management• Expanding successful plays• Tighter spacing & ‘Discovery Drilling’• Low-risk, high-margin

2004 Development Budget

$520 MM

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y A Good Acquisition CompanyMust be a GREAT Development

Company

3,102

6,282

3,180

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

Acquisitions Development

DEVELOPMENT RESERVES ADDED 1986 – 2003 (BCFE)

Average Development Cost$0.59 per Mcfe

98%

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XTO Energy’s Margin Analysis

$1.14

$0.24

$0.80E

$4.25

$-

$1.00

$2.00

$3.00

$4.00

$5.00

Realized Gas PriceAssumption

2004E Expense Model Drill Bit Finding Costs**

$2.87CASH MARGINCASH MARGIN

INTEREST

CASH COSTS*

NYMEX Natural Gas Hedging (MMcf/d)2004 (Mar - Dec): 392 @ $4.772005 (Jan - Dec): 100 @ $5.21

* * Development expenditures / development reserves additions (excluding revisions)* Includes LOE, G&A and taxes & transportation

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$345

$550 $516

$792

$601

$839 $810

$1,189

~ $990

~ $1,500

$-

$250

$500

$750

$1,000

$1,250

$1,500

$1,750

2000 2001 2002 2003 2004EFree Cash Flow Revenue

$207$61

XTO Growth Economics

~ 25% of cash flowrequired to replacereserves in 2004

Delivering Strong Returns on Double-Digit Production Growth

FirstCall consensus estimates for 2004 revenue and cash flow** FY 2000-2003 reflect actual F&D costs, 2004E assumes ~ $0.80/Mcfe* Cash provided by operating activities before changes in operating assets and liabilities and exploration expense

Maintenance Development Budget**Growth Development Budget

$106

$178$188

$155

$143

$217

$156

$225

$235

$332

$250

$270

$470

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How Can XTO Still Keep Growing?

A shallow-decline production base requires minimal maintenance capital

More ‘free cash flow’ is the XTO advantage

• ~ 75% of 2004 cash flow is available

In our hands, properties grow from the inside out

• Reserves double over time• Low operational risk• Great cash returns

Our team has developed top expertise in finding new discoveries

• Largest inventory in Company history• Opportunities abound in America

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Delivering Growth & Building Inventory

795 1,186 1,639 2,022 2,252 2,6823,372

4,185

300400

5001,200

1,500

2,000

2,350

100

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

1996 1997 1998 1999 2000 2001 2002 2003

Bcf

e

Proved Reserves Potential Upsides

DEFYING INTUITION

Development corridor upsidesare >50% of reserve base

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Value Creation . . . Value Realization

23

4

6

1213

16

18

10

811

+10

$0.38 $0.38 $0.35$0.45

$0.56$0.49

$0.34 $0.32 $0.33 $0.30$0.36

0

5

10

15

20

25

30

1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003

Mcf

e/sh

are

$0.00

$0.25

$0.50

$0.75

$1.00

$1.25

$1.50

$1.75

$2.00

Deb

t/M

cfe

Mcfe per share Development Upsides Debt per Mcfe

PROFITABLE GROWTH per share

23% CAGRMcfe per share

XTO stock up 15xsince 1993 IPO

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Statements concerning production growth, cash flow margins, finding costs, future gas prices, reserve potential and debt levels are forward-looking statements. Financial results are subject to audit by independent auditors. These statements are based on assumptions concerning commodity prices, drilling results, production, administrative costs and interest costs that management believes are reasonable based on currently available information; however, management’s assumptions and the Company’s future performance are both subject to a wide range of business risks and uncertainties, and there is no assurance that these goals and projections can or will be met. In addition, acquisitions that meet the Company’s profitability, size and geographic and other criteria may not be available on economic terms. Further information on risks and uncertainties is available in the Company’s filings with the Securities and Exchange Commission, which are incorporated by this reference as though fully set forth herein.

Reserve estimates and estimates of reserve potential or upside with respect to the pending acquisition were made by our internal engineers without review by an independent petroleum engineering firm. Data used to make these estimates were furnished by the seller and may not be as complete as that which is available for our owned properties. We believe our estimates of proved reserves comply with criteria provided under rules of the Securities and Exchange Commission.

The Securities and Exchange Commission has generally permitted oil and gas companies, in their filings made with the SEC, to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation test to be economically and legally producible under existing economic and operating conditions. We use the terms reserve “potential” or “upside” or other descriptions of volumes of reserves potentially recoverable through additional drilling or recovery techniques that the SEC’s guidelines may prohibit us from including in filings with the SEC. These estimates are by their nature more speculative than estimates of proved reserves and accordingly are subject to substantially greater risk of being actually realized by the company.

Disclaimer