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1999 Annual Report

xto energy annual reports 1999

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Page 1: xto energy annual reports 1999

1999 Annual Report

Page 2: xto energy annual reports 1999

■ ABOUT THE REPORT

The people of Cross Timbers Oil Company live and work in the vast

expanse of America. From the icy waters of Alaska’s Cook Inlet to

the piney woods of East Texas, our folks are part and parcel of the

daily routines of life in these communities. We drive the country

roads. We watch local football.

We do business at the corner stores.

Yet, with the hectic pace of life, we rarely have a minute to pause

and look around at our world. In so doing, the seemingly ordinary

might reveal itself as something extraordinary.

Our goal was to take that “pause” for you in photographs. We

hoped to capture those little slices of life which reveal the underly-

ing essence of our neighborhoods. What we expose is a compelling

collection of diverse landscapes, interesting cultures and colorful

characters who live and work alongside us.

■ ON THE COVER

Atop White Rock Mountain in the Ozark National Forest, an adventurer

surveys the rolling terrain of Arkansas.

At the close of 1999, we reflect on the year’s many challenges, relish

the substance of our accomplishments and stand ready to enter

another world of opportunity – the gas-rich Arkoma Basin.

Like the bold explorer with a vision, we have staked our claim to

more than 600,000 acres. With excitement, anticipation and sea-

soned confidence, we prepare for the intensity of work and fresh

challenges ahead.

■ COMPANY PROFILE

Cross Timbers Oil Company, established in 1986, is engaged in the

acquisition and development of quality, long-lived producing oil

and gas properties and exploration for oil and gas. Since going

public in 1993, proved oil and gas reserves have grown at an annual

compound rate of 38% to more than two trillion cubic feet of gas

equivalent. Cross Timbers operates more than 85% of its properties,

which are concentrated in Texas, Arkansas, Oklahoma, Kansas, New

Mexico, Wyoming, and Alaska. The Company completed its initial

public offering in May 1993 and is listed on the New York Stock

Exchange under the symbol “XTO.” It also created the Cross

Timbers Royalty Trust (“CRT” traded on the NYSE) and the

Hugoton Royalty Trust (“HGT” traded on the NYSE) which went

public in 1992 and 1999, respectively.

Page 3: xto energy annual reports 1999

In thousands except production, per share and per unit data 1999 1998 1997

FinancialTotal revenues $ 341,295 $ 249,486 $ 198,272Income (loss) before income tax and minority interest $ 70,605(a) $ (105,570)(b) $ 39,201Earnings (loss) available to common stock $ 44,964(a) $ (71,498)(b) $ 23,905Per common share (c)

Basic $ 0.96 $ (1.65) $ 0.60Diluted $ 0.95 $ (1.65) $ 0.59

Operating cash flow (d) $ 132,683 $ 78,480 $ 89,979Operating cash flow per share (c) $ 2.83 $ 1.81 $ 2.26Total assets $ 1,477,081 $ 1,207,005(e) $ 788,455Long-term debt

Senior $ 684,100 $ 615,000 $ 239,000Subordinated notes and other $ 307,000 $ 305,411(e) $ 300,000

Total stockholders’ equity $ 277,817 $ 201,474(e) $ 170,243Common shares outstanding at year-end (c) 48,890 44,727 39,450

ProductionDaily production

Oil (Bbls) 14,006 12,598 10,905Gas (Mcf) 288,000 229,717 135,855Natural gas liquids (Bbls) 3,631 3,347 220Mcfe 393,826 325,390 202,609

Average priceOil (per Bbl) $ 16.94 $ 12.21 $ 18.90Gas (per Mcf) $ 2.13 $ 2.07 $ 2.20Natural gas liquids (per Bbl) $ 11.80 $ 00007.62 $ 9.66

Proved ReservesOil (Bbls) 61,603 54,510 47,854Gas (Mcf) 1,545,623 1,209,224 815,775Natural gas liquids (Bbls) 17,902 17,174 13,810Mcfe 2,022,653 1,639,331 1,185,759

(a) Includes effect of a $40.6 million pre-tax gain on sale of Hugoton Royalty Trust units.

(b) Includes effect of a $93.7 million pre-tax net loss on investment in equity securities and a $2 million pre-tax, non-cash impairment charge.

(c) Adjusted for the three-for-two stock splits effected on March 19, 1997 and February 25, 1998.

(d) Cash provided by operating activities before changes in operating assets and liabilities and exploration expense.

(e) As restated. See Note 16 to Consolidated Financial Statements.

1

Cr o s s Tim b e r s O i l C om p a n yF I N A N C I A L H I G H L I G H T S

GlossaryBbls Barrels (of oil or NGLs)Bcf Billion cubic feet (of gas)Bcfe Billion cubic feet equivalentBOE Barrels of oil equivalentBOPD Barrels of oil per dayE&P Exploration & productionMcf Thousand cubic feet (of gas)Mcfe Thousand cubic feet equivalentMMcf Million cubic feet (of gas)MMcfe Million cubic feet equivalentNGLs Natural gas liquidsTcf Trillion cubic feet (of gas)Tcfe Trillion cubic feet equivalent

One barrel of oil is the energy equivalent

of six Mcf of natural gas.0

$50

$100

$150

$200

$250

$300

$350

Total Revenues(in millions)

0

500

1,000

2,500

1,500

2,000

Proved Reserves(in Bcfe)

0

$30

$60

$90

$120

$150

Operating Cash Flow(in millions)

0

50

150

300

400

100

250

200

350

Daily Production(in MMcfe)

Page 4: xto energy annual reports 1999

“The pendulum swings...” and it swung decisively to

the upside in 1999, for both the industry and Cross

Timbers. Despite three mild winters in a row, both oil and

gas prices approached new highs in the first quarter of

2000. During this time, Cross Timbers progressed notably,

positioning itself among the top U.S. independents. Our

achievements during 1999 were impressive:

Proved oil and gas reserves at year-end 1999 were

2.02 Tcfe, up 23% from the 1.64 Tcfe at year-end

1998. This translates to 41 Mcfe per share.

Record production, attributable to our successful

development drilling and property acquisitions,

jumped 21% to 144 Bcfe.

Acquisition of nearly 500 Bcfe in the highly

regarded Arkoma Basin established a new core

operations area for the Company.

Cash flow from operations reached an annualized

rate of $203 million, or $4.15 per share, during the

fourth quarter.

Unit cash margin averaged a strong $1.03 per Mcfe

during 1999 and an impressive $1.42 per Mcfe in

the fourth quarter, both multiples of our five-year

average drill bit replacement cost of $.40.

Debt per Mcfe was reduced to $.49 from $.56

in 1998.

The Company added 852 Bcfe (before reserve sales)

at a cost of $.70 per Mcfe.

With a 15% production growth for 2000 already

“built-in” through our Arkoma Basin acquisitions, our pri-

mary focus shifts to efficiently developing the vast potential

of the quality properties we’ve acquired over the past two

years. Our acquisitions in East Texas, the San Juan Basin

and the Arkoma Basin have nearly tripled production and

reserves as well as related development opportunities.

Our stated goals for 2000 are to generate $4.00 per

share in cash flow, have proved reserves of 40 Mcfe per

share and have debt of $.40 to $.45 per Mcfe by year-end

2000. Obviously, the amount of cash flow is dependent on

commodity prices, but we expect to internally generate

between $320 million and $340 million, including asset

sales. About $100 million to $120 million will be used to

fund the development program, while $111 million was

used on March 31 to purchase the minority interest in

Arkoma Basin properties held by Lehman Brothers

Holdings, Inc. The remaining $100 million to $130

million will be used to reduce existing debt and to

repurchase our common stock.

ACQUISITIONS

Much of our production growth in recent years has been

fueled by the steady accumulation of high-quality properties,

and 1999 was no exception. In two transactions, we

acquired 455 Bcfe of proved reserves, net of sales, in the

highly promising Arkoma Basin of Arkansas and Oklahoma,

as well as a gas gathering and marketing company, compres-

sion and gathering assets and undeveloped acreage. The

Arkoma properties are 99% gas, creating a new core area

for Cross Timbers and adding about 120 MMcf in daily

gas production.

The Arkoma Basin is generating considerable excite-

ment among our experienced staff of engineers and

geologists. Early studies of the multiple sandstone plays and

producing horizons indicate this area will yield a multi-year

project inventory and may well exceed our usual 50%

improvement on reserves acquired. We have already identi-

fied 180 well locations and 200 workover opportunities,

which include 50 compression projects, 70 pumping units

and 80 recompletions.

The Arkoma acquisitions, valued at $466 million, were

achieved with Lehman as a financial partner. Cross Timbers

purchased Lehman’s interest in the first acquisition in

September 1999 and the second interest on March 31

of this year.

2

Cr o s s Tim b e r s O i l C om p a n yT O O U R S H A R E H O L D E R S

Page 5: xto energy annual reports 1999

PROPERTY SALES

In 1999, Cross Timbers conducted a comprehensive

review of its producing property portfolio. As a result, we

sold $258 million of producing properties in several trans-

actions. Proceeds from these sales were used for debt reduc-

tion and to partially fund the acquisition of gas-producing

properties in the Arkoma Basin.

Hugoton Royalty Trust. In May, Cross Timbers com-

pleted the Hugoton Royalty Trust offering. By selling an

interest in properties that our development efforts have

already increased in value, we were able to “monetize” our

success and to fund acquisition opportunities with even

greater upside potential. To form the trust, we conveyed an

80% net profits interest in our properties in the Hugoton

area of Oklahoma and Kansas, the Anadarko Basin in

Oklahoma and the Green River Basin in Wyoming. We

sold 17,004,000 of 40,000,000 total units in a public offer-

ing at $9.50 per unit. This sale generated net proceeds of

$149 million. Importantly, we still effectively own 66% of

the original property base subsequent to the offering.

Other Property Sales. Other property sales during

1999 generated $109 million in proceeds. These sales

occurred in multiple transactions and focused primarily on

non-operated producing properties in Texas, New Mexico,

Oklahoma and Wyoming. Through this process, we were

able to reduce the Company’s well count by 30%, while

reducing the reserves by only 7%. The large number of

wells sold increased our efficiency, while the relatively small

proportion of reserves sold is testimony to the quality and

concentration of our remaining reserves.

On March 31, 2000, Cross Timbers sold properties

located primarily in southeast New Mexico and West Texas

for $68.3 million. Daily production from the combined

sales totals 13.1 MMcf and 560 barrels of oil. The proceeds

were used to partially fund the purchase of Lehman’s

minority interest in the Arkoma properties.

DEVELOPMENT

We executed the most aggressive development pro-

gram in our history in 1999. Cross Timbers delivered on

516 projects, including drilling 116 wells (101 gas, 15 oil),

completing 400 workovers and replacing 237% of produc-

tion at a cost of only $.28 per Mcfe. These results are

directly attributable to our well-established formula for

success: purchase quality, established reserves with the right

characteristics for further development, perform detailed

studies and apply the latest engineering, geologic and

geophysical technology to increase production, reserves and

cash flow.

Our 1999 activities focused on our East Texas and San

Juan properties. In both of these areas, field studies indi-

cate that reserve additions could exceed 100% of acquired

reserves in the next couple of years.

Since acquisition of our East Texas properties in 1998,

we have drilled 41 wells and completed 153 workovers in

the area. As a result, in the past 18 months we have

increased reserves by 88% and daily production by 38%.

Our remaining exploitation inventory consists of 150

development wells and 300 recompletions.

Development emphasized the Travis Peak and Cotton

Valley formations underlying the Willow Springs and

Freestone fields. Additionally, in the Freestone Field we are

involved in an active Bossier Sandstone development play.

In both fields we have utilized innovative completion and

low-cost fracture techniques that allow recompletion of pay

intervals beneath existing producing intervals – a signifi-

cant technical achievement. By using these new techniques,

completing all producing horizons and commingling

production, we are adding still more upside to these high-

quality properties.

In the San Juan Basin, we have drilled 31 wells and

completed 220 workovers since acquisition. As a result, we

have increased daily operated production by 46% and

reserves by 62% and still have 200 well locations and 250

workovers remaining in our development inventory.

In 1999, we increased daily operated production in the

San Juan Basin by 27% – topping the 15% increase in

1998 – by drilling 18 wells and successfully developing

deeper Dakota, Burro Canyon, Paradox and Morrison forma-

tions. We completed 130 workovers and revamped field

compression by installing 74 wellhead compressors. We

will continue to install wellhead compression to further

reduce line pressure. In 2000, we plan to drill 42 wells and

complete 100 workovers in the San Juan Basin.

Cr o s s Tim b e r s O i l C om p a n y

3

Page 6: xto energy annual reports 1999

OUTLOOK

The historical link between oil and gas prices and E&P

equity price performance was shattered this past year.

While operations of a majority of independent producers

are once again prospering, E&P share prices are just now

beginning to recover.

Despite the market’s current tendency to discount

industry improvements, we are committed to achieving a

stock price that better recognizes our underlying value.

More than 80% of our reserves and daily production are

related to natural gas. With the 12-month natural gas

price strip around $3.00 per Mcf even as we near the end of

another mild winter, North American natural gas funda-

mentals appear bullish for 2000 and beyond. As a result,

we should generate at least $80 million to $100 million in

cash flow above the capital requirements of our develop-

ment program. This will position us to meet our debt per

Mcfe goals and to continue to do what we do best – buy

high-quality oil and gas properties and improve them by

more than 50%.

We can’t predict or control the “swing of the

pendulum.” We can, however, concentrate on the funda-

mentals of being a low-cost finder and producer of energy,

especially gas. We also can emphasize shareholder value,

and with our strategic steps this year, expect that solid

value will be recognized in the marketplace.

We hope you share the excitement of our bright

prospects for 2000 and beyond. As always, we appreciate

your continued support.

Bob R. Simpson

Chairman and Chief Executive Officer

Steffen E. Palko

Vice Chairman and President

March 31, 2000

FINANCIAL RESULTS

For 1999, the Company reported earnings to common

shareholders of $45 million, or $.96 per share, compared

with a loss of $71.5 million or $1.65 per share in 1998.

Earnings for 1999 included a $26.8 million after-tax gain

from the sale of the Hugoton Royalty Trust units, a $4.2

million after-tax gain on the sale of properties, and an

$800,000 after-tax loss on investment in equity securities.

The 1998 loss includes a $61.9 million after-tax loss related

to the Company’s investment in equity securities, as well as

an after-tax impairment write-off of producing properties of

$1.3 million. Excluding gains and losses from investments

and from sales of trust units and other property, earnings

for 1999 were $14.8 million or $.32 per share. Excluding

losses from investments and impairment write-off, the

Company would have reported a loss of $8.3 million or

$.19 per share in 1998.

Total revenues for 1999 were $341.3 million, a 37%

increase from revenues of $249.5 million for 1998. Cash

flow from operations before changes in operating assets and

liabilities and exploration expense for the year was $132.7

million, or $2.83 per share, compared to $78.5 million or

$1.81 per share for 1998.

SHARE REPURCHASE PROGRAM

In February of 2000, the Board of Directors authorized

the repurchase of up to 2.5 million shares of the Company’s

common stock, or about 5% of the 48.9 million shares out-

standing at year-end. The shares will be bought from time

to time in open-market or negotiated transactions.

The Board’s action recognized the extraordinary value

represented by the current price of Cross Timbers stock,

which is trading at a substantial discount from our historic

multiples of four to seven times cash flow and well below

our underlying value. The buy-back plan continues

management’s long-standing strategy of opportunistically

repurchasing its common stock to create additional value

per share.

4

Cr o s s Tim b e r s O i l C om p a n y

Page 7: xto energy annual reports 1999

5

Page 8: xto energy annual reports 1999

6

At the turn of the 1800s, the rich natural resources of the Alaskan frontier brought Russian fur traders acrossthe Bering Strait. With their families and their religion,these bold pioneers carved a life out of the wild KenaiPeninsula. They hunted the woods and fished the cold

waters. They trapped and tradedpelts. They dreamed of fortunes.

Two centuries later, pioneers stillmake the journey to this northern frontier. They comewith their families and culture. Only now, the “hunt” is for the natural resources lying deep below the surface –great reservoirs of hydrocarbons.

This Russian Orthodox Church, a gentle reminder of a past culture,anchors the center of old Kenai.

Page 9: xto energy annual reports 1999

Major Producing Areas

Since the Company’s founding in 1986 and initial

public offering in 1993, the domestic energy industry has

experienced – alternately enduring and enjoying – wide

swings in commodity prices. Through it all, Cross

Timbers has pressed forward to emerge as a leader in the

exploration and production sector. One of the reasons is a

steadfast commitment to a proven operational strategy:

Employ talented professionals, both in the office

and in the field;

Make quality acquisitions of long-lived reserves;

Reduce field operating costs while increasing

production volumes;

Focus development spending on the most favorably

priced commodity, oil or gas;

Do the analytical homework, both intensively

and creatively;

Deploy the most current technological advancements

for finding, developing and producing more reserves

from existing properties.

These tenets on which the Company was built have

provided a sound foundation for growth. From a team of

less than a dozen in 1986, personnel has grown to over 600

strong. Operations have expanded from a handful of wells

in West Texas and Oklahoma to more than 7,000 wells in

five core operating areas in the Lower 48, as well as off-

shore Alaska. Proved reserves, starting at zero, have grown

to two Tcfe. In so doing, we have positioned the Company

to profit from the future preeminence of natural gas by

building one of the most impressive domestic reserve bases

of any independent.

From an operational perspective, a simple goal has

remained resolute throughout these challenging periods:

“Work hard to enhance reserves, improve

production and profitability and, consequently, increase

our shareholders’ value.”

Our efforts in 1999 yielded another successful chapter

in the story of Cross Timbers’ focused and disciplined

strategy.

ACQUISITIONS

The Company has

purchased about $1

billion of strategic, gas-

producing properties

since December 1997,

including $466 million in Arkoma Basin properties this

past year. It now has a presence in every premier onshore

gas-producing basin in the United States. Cross Timbers’

challenge now is to efficiently develop this extensive

inventory and to achieve or beat the Company’s historic

50% addition to reserves on acquired properties.

Arkoma Basin

The Arkoma Basin, stretching across Arkansas and

eastern Oklahoma, is well known for its shallow decline

rates, multiple formations and complex geology – attrib-

utes that long attracted Cross Timbers to the region. Our

bold move into this basin was accomplished in two major

deals that made Cross Timbers the largest gas producer in

the state of Arkansas.

7

Cr o s s Tim b e r s O i l C om p a n yO P E R A T I O N S R E V I E W

Fontenelle Area

San Juan Basin

Hugoton Area

Major CountyArkoma Basin

Permian BasinEast Texas

Basin

Page 10: xto energy annual reports 1999

On thousands of uninhabited acres rising above the valleys, an old way of life continues to exist. Shepherdstend to thousands of sheep that graze the vast governmentlands. These men roam the mountains for months at atime with only their dogs and caravan wagons.

Yet below them lies a wealthof natural gas. This gas feeds a

web of pipelines that stretches to the West Coast, providing energy for modern life.

A solitary sheepherder rises to a new day.

8

Page 11: xto energy annual reports 1999

The first acquisition was completed in June 1999,

when the Company purchased the common stock of Spring

Holding Company, a private oil and gas firm in Tulsa,

Oklahoma, for cash and Cross Timbers common stock

totaling $85 million. Lehman Brothers Holdings, Inc.

contributed $42.5 million in cash for a 50% interest in

Spring. In mid-September, Cross Timbers acquired

Lehman’s interest for $44.3 million, funded through the

sale of non-strategic properties.

The acquisition was 99% gas and gave Cross Timbers

proved reserves of 264 Bcfe, with proved developed

reserves accounting for 82% of total proved reserves.

Based on first quarter 1999 daily production of 66 MMcfe,

the reserve-to-production index was 11 years – fulfilling

the Company’s criteria for acquiring long-lived reserves.

The properties included about 1,400 producing wells

located on 340,000 net acres. The deal also included

non-producing assets such as compression equipment,

gathering systems and undeveloped acreage.

In September, Cross Timbers again teamed with

Lehman to acquire $231 million worth of Arkoma proper-

ties from Ocean Energy, Inc. As in the Spring transaction,

Lehman granted Cross Timbers

an opportunity to acquire its

50% equity interest at a

later date.

Engineers estimate proved

reserves at acquisition of 220

Bcfe with daily production of

55 MMcfe from 1,140 wells.

Like the Spring acquisition,

these Arkoma properties are

99% gas and have a reserve-to-

production index of 11 years.

As a result of these Arkoma Basin acquisitions, Cross

Timbers added an estimated 480 Bcfe (455 net of sales) in

reserves with daily production of about 120 MMcfe. More

than 86% of the value of the reserves acquired is operated,

and production expense, before severance and property

taxes, is just $.22 per Mcfe. The Company now has inter-

ests in more than 2,500 (1,100 operated) Arkoma wells on

435,000 net acres.

DEVELOPMENT

Cross Timbers spent about $94.4 million for explo-

ration and development activities in 1999, replacing a

remarkable 237% of its

production through

development at a cost

of $.28 per Mcfe. This

compares to a five-year

average drill bit reserve

replacement of 189%

at a cost of $.40 per

Mcfe. This is an enviable achievement that places Cross

Timbers at the forefront of its peers.

Improved oil and gas prices have spurred new

enthusiasm in the oil patch, and Cross Timbers was no

exception to the upturn in field activity. We executed our

most aggressive development plan to date, participating in

the drilling of 116 wells and completing more than 400

workovers. Our primary focus was on gas projects, with

about 90% of the completed wells targeting natural gas.

Oil project development accelerated late in the year as oil

prices reached levels not seen since 1990.

Natural gas drilling con-

centrated in East Texas

(31 wells), the Arkoma Basin

of Arkansas and eastern

Oklahoma (26 wells), the San

Juan Basin of New Mexico

(19 wells), the Major County

area of northwestern

Oklahoma (13 wells), and the

Fontenelle Unit located in

Wyoming (7 wells). We

placed greatest emphasis on

our core properties in East Texas and the San Juan Basin

with more than 65% of capital deployed to these gas-rich

regions. In addition, more than two-thirds of our

workover activities were focused in East Texas and the

San Juan Basin.

9

Cr o s s Tim b e r s O i l C om p a n y

Summary of Proved Reserves by AreaSEC Assumptions – December 31, 1999

(in thousands)Proved Reserves Discounted

Natural Gas Present Value beforeLiquids Income Tax of

Area Oil (Bbls) Gas (Mcf) (Bbls) Proved ReservesPermian Basin 38,738 99,681 – $ 393,602 22.3%Arkoma Basin 4 433,083 – 346,064 19.6%East Texas 2,575 401,617 – 337,434 19.1%Hugoton (a) 2,819 333,503 – 269,754 15.3%San Juan Basin 1,315 259,031 17,902 257,426 14.6%Alaska 14,001 – – 126,309 7.1%Other 2,151 18,708 – 35,347 2.0%Total 61,603 1,545,623 17,902 $1,765,936 100.0%(a) Includes Cross Timbers’ ownership in the Hugoton Royalty Trust and the

related underlying properties.

Page 12: xto energy annual reports 1999

Although the West Texas territory was wrought withdust storms and danger, bold pioneers battled their wayacross the land to set down roots for the future. Theyworked to build homesteads and towns while the stage-

coaches and railroads followed.For their pioneering efforts, a

legacy of wealth was granted totheir descendants. Though the land of the PermianBasin is rugged and unforgiving, beneath it lies a bonanza of oil and gas.

Ila Trout, Postmaster of Tokio, Texas, has seen decades of letters come and go through the doors of her post office.

10

Page 13: xto energy annual reports 1999

Development of oil reserves again focused on the

University Block 9 Field and the Prentice Northeast Unit,

both located in the Permian Basin of West Texas. Six wells

were successfully drilled in the University Block 9 Field.

Three of these were horizontal sidetracks that continued

the horizontal program begun in 1998. In the Prentice

Northeast Unit we drilled nine wells, several of which

were delineation wells that set up future drilling prospects.

Meanwhile, development of the prolific Middle Ground

Shoal Field located in Alaska’s Cook Inlet was initiated in

1999 with six workovers and the refurbishment of drilling

rigs on both platforms in preparation for continued devel-

opment in 2000.

During 1999, Cross Timbers focused its exploration

efforts on prospect generation in areas where it already has

a presence. Successful wildcats were drilled on the Fort

Chaffee prospect located in the Arkoma Basin of Arkansas

and the Cowboy prospect located in McClain County,

Oklahoma. These successful test wells will fuel additional

drilling in 2000.

Our 2000 capital budget of $100 million to $120

million encompasses acquisition, exploration and develop-

ment plans. Cross Timbers expects to drill or participate

in the drilling of 180 wells and plans to implement more

than 400 workover and recompletion activities. Our

development program will again focus on gas, with 70%

of capital allocated for these projects. Any acquisitions are

expected to be additive in nature – limited to small

purchases in areas where we already have a foothold.

The excellent results from the 1999 program reveal

the quality of our exploration and development portfolio,

which is the best in our 14-year history. We can attribute

this to strategic acquisitions that place Cross Timbers in

major gas basins with multiple producing horizons allow-

ing our extensive technical expertise to be brought to bear

in a target-rich environment. The Arkoma Basin acquisi-

tions are the most recent in a string of astute acquisitions

that have transformed Cross Timbers into one of the top

U.S. E&P independents. The results of this strategy will

become more apparent during the next 12 months as the

Arkoma acquisitions drive future development with

additional high-quality projects.

East Texas Basin

The East Texas Basin, one of the nation’s premier gas

basins, has a history of production from multiple intervals

ranging from 7,000 to 12,000 feet. Our holdings are con-

centrated in eight major fields including Willow Springs,

Opelika, Logansport, Freestone, Whelan, Tri-Cities, North

Lansing and Bald Prairie.

Since assuming operations in May 1998, we have

drilled 41 wells and completed 153 workovers. Daily pro-

duction has increased 38% to 110 MMcfe from 80 MMcfe

while reserves, including

55 Bcfe produced since

acquisition, have

increased 88% to 472

Bcfe from 251 Bcfe. We

still have 150 well loca-

tions and more than 300

workovers identified for

future development. During 1999, Cross Timbers spent

about $43 million on 31 development wells and 100

workovers with an average rate of return exceeding 60%.

Most of Cross Timbers’ East Texas production comes

from the Travis Peak Formation, which has multiple

sandstone reservoirs distributed throughout a thickness of

about 2,000 feet. Because of its prolific production rates,

multi-pay complexity and depth, the Travis Peak

Formation has generally been the primary target in the

East Texas Basin for the past 25 years. Cross Timbers’

initial development focus also centered on the Travis Peak

and, while this play has been and will continue to be

successful, we have identified significant potential in the

remaining formations. In fact, we drilled 16 wells target-

ing overlooked potential in the Bossier and Cotton Valley

formations in 1999.

Willow Springs Field. This Gregg County field has

been the proving ground for the vast potential of the entire

basin. As a result of our development efforts, production

has tripled to 27 MMcf per day (net 22 MMcf). A substan-

tial portion of the increase is due to adding production

from the Cotton Valley Sandstones to the established Travis

Peak production.

In 1998, we performed several workovers that proved

the production potential of the Upper Cotton Valley, an

interval with a thickness of about 1,000 feet containing

numerous sandstones. As a result, in 1999 we set in

11

Cr o s s Tim b e r s O i l C om p a n y

Page 14: xto energy annual reports 1999

12

The farthest extent of the Red River brought paddleboatsinto the woods of eastern Texas in the mid-1800s. Withthem came the commerce that built port towns. Folksharvested raw goods and resources – from timber to cottonto sugar cane – to send packing back downstream on boatsheaded for the bustlingcities of the East Coast.

These historic hubs,with their unique culture, live in quieter times today.Yet the land around them is still rich with a commoditythat flows east: natural gas.

Blessed with a relaxed pace of life, two men of Jeffersonstrum their tune on a fine spring afternoon.

Page 15: xto energy annual reports 1999

motion a program to increase production by adding pay

from the Upper Cotton Valley Sandstones to existing

producing wells. Previous operators in the area imple-

mented high-cost stimulation techniques with poor results,

which resulted in underdeveloped Cotton Valley reservoirs.

Cross Timbers unlocked the potential of these “stringers”

by designing a more economic completion process.

A fracture stimulation using water instead of

costly gels to carry proppant was successfully

implemented with excellent results. This

new stimulation process resulted in higher

production rates with cost savings of about

70% – $75,000 versus $250,000. Import-

antly, this technique can be utilized beyond

the boundary of the Willow Springs Field,

creating exciting upside potential in

other areas.

The 1999 drilling efforts yielded 11

Willow Springs Field wells with average initial producing

rates of two MMcfe per day and reserves of two Bcfe per

well. This development drilling further delineated and

extended the field boundaries to the south and west. In

addition, pressure tests indicate very little drainage from

40-acre development wells, creating additional drilling

opportunities on tighter spacing. The Company plans to

drill 12 wells and to perform 13 workovers and recomple-

tions in this area in 2000.

Freestone Field. Located in Freestone County, Texas,

this field produces from the Cotton Valley and Bossier

sandstones and the Travis Peak and Pettit formations.

However, at the time of acquisition, development was

focused in the Travis Peak Formation, with 35 of 40 wells

completed exclusively in that formation.

During 1999 our focus shifted to new development

targets in the deeper Cotton Valley and Bossier sandstones.

We drilled four wells, completing them in both zones.

Daily rates averaged more than four MMcfe per well, with

reserves of 3.2 Bcfe each, far exceeding expectations. An

intensive field study reveals there is more to come.

The Company holds more than 17,000 acres (10,000

net) with Bossier Sandstone potential and has identified up

to 100 potential well locations. Furthermore, very few of

the deep Freestone wells have been completed to the

Cotton Valley Sandstones, leaving much of the interval

untapped. And the development of the deepest formation,

the Cotton Valley Limestone, has been limited to the

northern third of the field. Substantial

development opportunity for this limestone

remains throughout the acreage.

We plan to capitalize on these numerous

reservoir opportunities by drilling wells with

multiple completions. In fact, commingling

production from the Cotton Valley

Sandstones, Cotton Valley Limestones and

Bossier Sandstones, in conjunction with

utilizing less costly water fracture versus

conventional fracturing techniques, has

already generated phenomenal results. Previous operators

completed these three zones separately, attaining daily

rates of 1 to 1.5 MMcfe per zone. In contrast, we com-

bined all zones at initial completion with daily rates

exceeding four MMcfe. By completing deeper pay zones

in the beginning and utilizing more cost-efficient develop-

ment techniques, the present value of these Freestone Field

wells will be significantly increased.

The development results for 1999 reveal the success of

our proven process. As a whole, daily field production

more than doubled since acquisition, increasing from eight

MMcfe to around 20 MMcfe at year end. We plan during

2000 to drill 15 wells and to complete 12 workovers,

making Freestone one of our most active

development areas.

Other Fields. Cross Timbers enjoys additional

upsides in all its East Texas fields. We believe previous

operators of the Opelika and Tri-Cities fields bypassed

reserves in the Cotton Valley Sandstones, while the Travis

Peak and Rodessa formations have many numerous multi-

zone development prospects. The Whelan, North Lansing,

and Logansport fields also provide opportunities for field

extensions and infill drilling. In total, the Company plans

to drill 40 wells and perform more than 120 workovers in

these areas during 2000.

13

Cr o s s Tim b e r s O i l C om p a n y

Page 16: xto energy annual reports 1999

14

In the mid-1800s, adventurous cowboys rode hundredsof miles with thousands of cattle to get to the Kansasrailheads and payday. Over the decades, towns of tradepopulated by bold, colorful characters sprang up allalong this famous trail.

Today, the same entrepreneurial spirit is alive in the heartland ofAmerica. Farmers, merchants and

oilmen alike strike out on a daily journey to serve theirpassions and earn a dream.

In western Oklahoma, 83-year-old Bob Klemme is on a mission to markthe Chisholm Trail – every mile from South Texas to Kansas.

Page 17: xto energy annual reports 1999

San Juan Basin

Cross Timbers’ acquire-and-exploit strategy is strongly

exemplified in the San Juan Basin properties it purchased

in late 1997. The existing wells had long produced from

multiple intervals and the region’s complex geology pro-

vided a well-established arena for upside potential. Also,

like East Texas, the San Juan Basin is laden with producing

horizons bypassed by previous operators. Regulatory

changes in recent years, allowing increased development

through reduced spacing and commingling, have

multiplied our prospects in this gas-rich region.

An impressive snapshot of our San Juan potential –

both realized and unrealized – is illustrated by our devel-

opment progress. At acquisition, we identified 37 well

locations and 29 workover projects on our operated proper-

ties. We have since drilled 31 wells and completed more

than 200 workovers, with a remaining inventory of 150

identified well locations and 250 workover opportunities.

Production on the operated properties has increased 46%

while reserves have increased 62%.

In 1999, we drilled 19 wells and completed 130

workovers, employing only $9 million in capital. This

generated an average rate of return exceeding 100%.

Development again focused on lowering producing

pressures with the installation of 74 wellhead compressors,

bringing total compressor installations to more than 150.

These installations have resulted in increased daily produc-

tion rates averaging more than 100 Mcf per well. Drilling

focused on the Ute Dome Field in both the Paradox and

Dakota formations along with Fruitland Coal development

in the northwestern portion of the basin.

The 2000 development budget for the San Juan Basin

includes 48 recompletions, 50 wellhead compressor instal-

lations and 42 development wells. This is about 15% of

our planned development spending for the year.

Ute Dome Field. During 1999, the Company

successfully utilized reprocessed 3-D seismic in the Ute

Dome Field to clarify structural mapping and to identify

isolated, undrained fault blocks. Using these studies, we

drilled three wells to the Paradox Formation and four wells

to the Dakota Formation. As a result of this development,

daily production has almost tripled, increasing to 14.5

MMcf from five MMcf at acquisition.

The Paradox Formation wells are producing at rates

exceeding three MMcf per day with estimated reserves of

3.5 Bcf per well. The Paradox Formation was initially

developed on 640-acre spacing; however, field studies and

these recent results indicate the need for tighter spacing to

adequately recover remaining reserves. The Company will

pursue changing the spacing rules to allow for additional

Paradox drilling in 2000.

Cross Timbers drilled four Dakota wells targeting

structural highs identified in our seismic

studies. We drilled these wells

through the deeper Burro

Canyon and Morrison sand-

stones. Two of the four wells

encountered prolific produc-

tion from these deeper

sandstones. Since the

majority of the original wells

in the field were not drilled

deep enough to test the Burro

Canyon and Morrison sand-

stones, there is significant

upside potential for additional

development. The other two

wells were economically completed in the

main Dakota sandstone intervals.

Development plans for 2000 include

shooting additional areas of the field with

3-D seismic and drilling eight wells with

the Dakota, Burro Canyon and Morrison

formations as targets.

Fruitland Coal. Development activities in the

Fruitland Coal focused on the northwestern portion of the

basin where we drilled eight wells during 1999. Our

successful program increased daily Fruitland Coal gas

production to more than seven MMcf from about two

MMcf at acquisition. The Fruitland Coal Formation is

only 1,500 feet deep here, and therefore, highly economic

– costing $190,000 to drill and complete a well with

average reserves of about 1.4 Bcf. This equates to a

development cost of just $.14 per Mcfe.

15

Dakota Burro Canyon Entrada

350

400

450

500

550

600

650

700

750

800

Mill

isec

on

ds

Ute IndiansA-#25

Cr o s s Tim b e r s O i l C om p a n y

After processing the 3-D seismic survey overUte Dome Field, severalsubtle fault traps werediscovered in theCretaceous-age DakotaFormation. Three wellswere drilled in 1999 targeting these traps, all being successful.

Ute Dome Field

Page 18: xto energy annual reports 1999

16

In past times, the mesa landscape was home to only cac-tus, creatures and a few brave souls. Now communities

dot the countryside and the townsfolk are involved in theenergy business which fuels vibrant growth.

Tucked into the San Juan Basin,thousands of gas wells quietly coexist

with the cities, the wildlife and theenvironment. All the while, natural gas flows from deep

within the earth, filling the pipelines which supply ourgrowing demands for energy.

In the cold Farmington morning, brothers walk thedirt road toward their school bus.

Page 19: xto energy annual reports 1999

Two successful wells were drilled in the State Line area

where producing rates often exceed two MMcf per day. In

addition, six wells were drilled in the Fulcher-Kutz area

surrounding Farmington, New

Mexico. Several of these wells were

successful trend extension tests that set

up additional drilling opportunities

for the future. A reduction in well

spacing from 320 acres to 160 acres

also is under discussion with regulato-

ry agencies, providing further oppor-

tunity. We expect to drill 15 wells to the Fruitland Coal

Formation during 2000.

Arkoma Basin

The Company secured a stronghold in the Arkoma

Basin, by acquiring, net of sales, 455 Bcfe of high-quality

reserves and interests in 2,500 wells. We have long pur-

sued a significant position in the Arkoma, a multi-pay and

geologically complex basin stretching from central

Arkansas into eastern Oklahoma. This premier basin is

well known for its shallow rates of production decline,

multiple productive intervals and heavily faulted, complex

geology. These attributes perfectly match our comprehen-

sive approach to exploitation and development. With this

sizable acquisition, we now control more than 40% of the

Arkansas Arkoma Basin production, making us the largest

producer in the state.

In the last half of the year, we drilled 10 wells that

proved geologic concepts that will drive future develop-

ment. Thus, we have already identified more than 200

prospective workover opportunities and 180 well locations.

In 2000, the budget provides for drilling 45 of these wells

and completing 75 workovers.

The properties can be separated into three distinct

areas with unique geologic and producing characteristics:

the Oklahoma Cromwell/Atoka Trend, the Arkansas

Fairway Trend and the Arkansas Overthrust Trend.

Oklahoma Cromwell/Atoka Trend. This area is

located in eastern Oklahoma, with the majority of our

ownership in the Ashland and Northwest Reams fields. It

was originally developed in the 1970s targeting the

Cromwell Sandstones with subsequent drilling focusing on

the shallower Atokan-age sandstone.

Our development program in the Ashland Field has

continued to target the Morrowan-age Cromwell

Sandstones and Atokan-age sandstones, using reprocessed

2-D seismic lines to pinpoint the

optimum position for new wells. The

work paid off as the two wells that

have been completed are testing at

daily rates exceeding 2.5 MMcf. Also

the Company has a sizable acreage

position in the South Pine Hollow

Field, which only has one well pro-

ducing from the Cromwell Sandstones. An exploration

well is currently being drilled to define the possible limits

of this Cromwell production.

In total, the Company plans to drill six wells in the

Oklahoma Cromwell/Atoka Trend during 2000. Four will

be infill development wells to exploit trapped reserves, and

two exploratory wells will test portions of our extensive

acreage position.

Arkansas Fairway Trend. This area is home to the

majority of the Company’s Arkoma acreage. Production

here is predominantly

controlled by

faults that cre-

ate pockets of

isolated reserves

trapped in mul-

tiple sandstones

at depths rang-

ing from 2,500

to 7,500 feet in

the Atokan-age

and Morrowan-age formations. The

Company is utilizing electrical imaging

logs to define these sandstone trends while

reprocessing seismic data for better

fault-plane definition.

Three multi-zone development wells

were drilled during 1999 with initial daily

production rates averaging 2.5 MMcf and reserves of 1.80

Bcf per well. So far, more than 120 locations have been

identified for development drilling with 24 planned in

2000. Moving forward, we expect our joint geologic and

engineering studies to reveal a bounty of untouched fault

blocks, setting up additional development drilling.

17

Cr o s s Tim b e r s O i l C om p a n y

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

Dunn#4

ClinePile#4

ClinePile#3

Areci SS Freiburg Dunn "C" SD Orr

Dep

th

L. Hale SD

Aetna Field, located in theheart of the ArkomaBasin, produces fromAtokan-age throughMorrowan-age sediments.Each identified fault blockcreates separate reser-voirs that remainundrained until penetratedby a new well.

Aetna Field

Page 20: xto energy annual reports 1999

The endless flatlands of Kansas provide the source forthe region’s wealth – fertile soils and hydrocarbon-rich

reservoirs. With so much to gainfor the economy and their families,

farmers and pumpers work hand in hand.Tractors plow across the same lands where thousands

of gas wells produce from the giant Hugoton area.

The spirited farmer works his land in preparation for spring planting.

18

Page 21: xto energy annual reports 1999

19

Drilling in Major and Woodward counties focused on

further development of the Chester and Osage formations.

A successful trend extension well, the Stanford No. 3-2,

was completed in Major County with daily production of

20 barrels of oil and 1.1 MMcf. This well led to plans for

two additional wells during 2000. In the Quinlan area,

the Company completed highly economic development

wells that extended

the boundaries of

the trend. The

Company possesses

a large acreage

position in this area

and plans to drill

six wells to further

develop the Chester

Formation during 2000.

Fontenelle Unit development in 1999 focused

primarily on additional 80-acre infill drilling. However,

two successful step-out wells also were completed,

confirming our trend extension theories and creating

future upside opportunities. Unit production remains

above 30 MMcf per day. Plans for 2000 include five wells

along with five workovers and recompletions.

As for the Hugoton area, development during 2000

will focus on further delineation of the Council Grove and

Towanda formations. A well to test the deeper Chester

and St. Louis formations also is on the sched-

ule. The Company expects to drill a

total of three wells in this area during

the year.

Alaskan Cook Inlet

In October 1998, Cross

Timbers acquired two state leas-

es in the Cook Inlet, two operated

production platforms and an inter-

est in production pipelines and onshore

processing facilities. The platforms,

located in 70 feet of water, contain

29 producing wells in the

Middle Ground Shoal Field

along with 12 water injection wells. Oil production is

derived from multiple intervals in the Tyonek Formation

This area is ripe for exploration opportunities. During

1999, the Company participated in the Fort No. 1-23

well, which tested at daily rates exceeding 2.5 MMcf from

the Orr and Hale sandstones. This well was located on a

portion of Fort Chaffee, an inactive military base, which

has been off-limits to drilling until now. The Company

and its partners have the rights to develop a 12,300-acre

federal unit within the Fort’s

boundaries, with Cross Timbers

having a 49.3% interest.

Importantly, the success of this

first well extends the southern

edge of the Fairway Trend onto

the Fort Chaffee acreage. Three

additional wells are expected to be

drilled in 2000 to further test the

possibilities on the acreage block.

Arkansas Overthrust Trend. This area is located to

the south of the Fairway Trend. It is characterized by mul-

tiple thrust faults that create isolated reservoirs. Structural

definition is therefore key to successful development in this

area. Our ongoing process of interpreting seismic studies

and evaluating fault-planes through the use of electrical

imaging logs will provide a more complete stratigraphic

picture to realize the best exploitation opportunities.

We have already seen early success.

The Company drilled five wells during 1999 with

average daily production of 1.6 MMcf. One of the wells,

the Glen Jones No. 3-20, which is completed in the

Nichols Sandstone, recently tested at daily rates exceeding

four MMcf, showing the high-rate potential for the area.

The Company holds a substantial acreage position in this

trend and more than 40 well locations have already been

identified. Fourteen wells are scheduled for drilling

during 2000.

Hugoton Royalty Trust Properties

Development on the Hugoton Royalty Trust proper-

ties during 1999 included completing 68 workovers and

drilling 25 new wells. Thirteen wells were drilled in

Major and Woodward counties of northwest Oklahoma.

Seven wells were drilled in the Fontenelle Unit in the

Green River Basin of Wyoming, and five wells were com-

pleted in the Hugoton area of Oklahoma and Kansas.

Cr o s s Tim b e r s O i l C om p a n y

UpperAtoka

ThrustedMiddleAtoka

Lower AtokaMorrow

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

9,000

10,000

Pennsylvanian

Mississippian

Basham Nichols Turner BorumTop Middle Atoka

Dep

th

1 mileScale

Gragg Field is in theoverthrust portion ofthe Arkoma Basin,located in SebastianCounty, Arkansas.Tectonic forcescaused sediments inthe subsurface to fault.This resulted in thethrusted Middle Atokainterval as illustratedwith multiple isolatedreservoirs.

Cook Inlet

Gragg Field

Page 22: xto energy annual reports 1999

1999 program was no different, with each of the three new

sidetracks averaging 136 BOPD. These “legs” extend

approximately 1,500 feet laterally, cost $350,000 and

develop 119,000 BOE. This equates to a development cost

of $2.94 per barrel ($.49 per Mcfe).

In addition, the Company drilled three vertical

Devonian wells in the eastern portion of the field during

1999. These wells were set-up by the highly successful

CE-C6 well, which was completed in 1998 at initial daily

production rates exceeding 1,000 barrels of oil. The three

vertical Devonian wells drilled during 1999 were

completed with average daily production rates of about

160 barrels of oil.

Since the Devonian Formation is the deepest produc-

ing formation in this field, any well drilled to this horizon

penetrates the shallower Pennsylvanian and Wolfcamp

formations. Consequently, each well has excellent recom-

pletion opportunities in these upside zones. The Company

has focused specifically on recompletions targeting reser-

voirs in the Pennsylvanian Formation, which are then

commingled with the reservoirs in the

Devonian Formation. During 1999, six

wells were successfully recompleted to the

Pennsylvanian Formation with produc-

tion rates averaging 40 BOPD.

Development plans for 2000 include

drilling 12 vertical wells and five

horizontal sidetracks and performing six

recompletions in this field.

Prentice Northeast Unit. This unit

also posted exciting development results

during 1999. The West Texas unit is

located in Terry and Yoakum counties and

produces from the Glorieta and Clear

Fork formations at depths of 6,800 and

7,700 feet, respectively. Drilling in this unit was suspend-

ed during 1998 due to low oil prices; however, as oil prices

recovered in 1999, we recommenced activity, drilling nine

wells with exceptional results. As a result, we continue to

expand infill development upsides in this mature field.

20

between 7,300 and 10,000 feet. Production is currently

3,950 BOPD (3,456 net) with reserves pegged at 14

million barrels of oil.

Last year, the Company began preparing the field for

future expansion of secondary recovery operations.

Historically, secondary recovery operations have been

highly successful on the East Flank of the field. During

1999, the Company embarked on a study to analyze the

potential of a full-scale West Flank waterflood program

and to evaluate the East Flank for optimization and

potential expansion of the current program. This included

utilizing a 3-D visualization model to better define the

complex geology of the field and to clearly identify addi-

tional drilling opportunities.

As a result of our studies, we plan to expand the West

Flank waterflood during 2000 by drilling two wells and

converting three wells to water injection. In addition, a

new well will be drilled on the East Flank in an area that

has not been adequately flooded. If successful, more East

Flank wells will be required to drain the new-found

reserves. Development costs for 1999 are

estimated at $12 million, which include

upgrading onshore facilities and refurbish-

ing the drilling rigs on both platforms.

The Company expects to begin develop-

ment activities in April of this year.

Permian Basin

University Block 9 Field. Located in

Andrews County, Texas, this field received

renewed interest during 1999 as oil prices

rebounded. The multi-pay field, which

produces from the Devonian,

Pennsylvanian and Wolfcamp formations,

was aggressively developed during the last

half of the year.

The Company continued the highly successful hori-

zontal sidetrack program it began in 1997, along with

additional Devonian development in the eastern portion of

the field. Through the end of 1998, nine horizontal

sidetracks targeting the Devonian Formation had been

completed. Each sidetrack averaged 140 BOPD. The

Cr o s s Tim b e r s O i l C om p a n y

University Block 9 FieldHorizontal sidetracks have been used toextend the life of wells. The UniversityAU No. 8 was producing 27 BOPD priorto being sidetracked. After a 1,021-footlateral was drilled, the well produced at332 BOPD and is currently producing270 BOPD.

AU 8

AU 8H

AU 5

To p : T h i r t y o n eF o r m a t i o n

Page 23: xto energy annual reports 1999

Proved Oil & Gas ReservesDecember 31, 1999(in thousands)

Natural Gas Oil Gas Liquids

(Bbls) (Mcf) (Bbls) McfeProved developed 48,010 1,225,014 13,781 1,595,760 Proved undeveloped 13,593 320,609 4,121 426,893 Total proved 61,603 1,545,623 17,902 2,022,653 Estimated future net cash flows,

before income tax $3,269,443 Present value before income tax $1,765,936

Changes in Proved Reserves(in thousands)

Natural Gas Oil Gas Liquids

(Bbls) (Mcf) (Bbls) McfeDecember 31, 1998 54,510 1,209,224 17,174 1,639,328 Revisions 10,792 60,011 1,838 135,791 Extensions and discoveries 3,003 166,669 3,357 204,829 Production (5,112) (105,120) (1,325) (143,742)Purchases in place 2,790 494,666 20 511,526 Sales in place (4,380) (279,827) (3,162) (325,079)December 31, 1999 61,603 1,545,623 17,902 2,022,653

Based on SEC assumptions

Since acquiring the unit in 1994, the Company has

successfully drilled 82 ten-acre infill wells. In the eastern

portion of the field, high oil-cuts in

the Upper Clear Fork encourage con-

tinuous expansion of our program. A

deeper section, the Basal Clear Fork,

was encountered in many of the new

wells and has proven productive. For

the northern portion of the unit, infill

wells have yielded oil-cuts in the

80-100% range, indicating the need for further secondary

recovery optimization. Thus, additional infill wells will

tap more untouched reserves.

In 2000, the Company intends to drill 10 ten-acre

infill wells. An additional 40 sites have been mapped for

future development.

RESERVES & PRODUCTION

Cross Timbers’ aggressive acquisition and development

program resulted in record operating results and impres-

sive reserve growth during 1999. The major stimulus

came when management took advantage of a unique

opportunity to purchase 480 Bcfe of gas properties, prior

to property sales in the Arkoma Basin, creating a new core

area for the Company.

Estimated proved oil and gas reserves at year-end 1999

were 2.022 Tcfe, up 23% from 1.639 Tcfe at year-end

1998. This translates to 41 Mcfe for each share of the

Company’s common stock. After deducting reserve sales of

325 Bcfe, the Company replaced 527 Bcfe or 367% of

1999 production at a cost of $.70 per Mcfe. Through the

drill bit, we replaced 237% of production at a cost of $.28

per Mcfe. For the past five years Cross Timbers has

replaced 470% of its production at a finding cost of just

$.68 per Mcfe. We believe this outstanding record places

the Company among the best in the industry for finding

cost and production replacement statistics.

During 1999, the Company produced 5.1 million bar-

rels of oil, 1.3 million barrels of natural gas liquids and

105.1 Bcf of natural gas. Daily oil and NGLs production

averaged 17,637 barrels, up 11% over the 15,945 barrels

per day during 1998. Daily gas production averaged

288.0 MMcf, up 25% from the 229.7 MMcf in 1998. The

1999 exit rate for daily production is 332.7 MMcf of natu-

ral gas and 17,620 barrels of oil and NGLs.

Oil prices, at an average of $12.21 per barrel for 1998,

rose to an average of $16.94 for 1999, reflecting OPEC’s

efforts to reduce over-production by

its members as well as a general

reduction in U.S. inventories. The

average gas price for 1999 was $2.13

per Mcf, up 3% from the 1998 aver-

age of $2.07. The NGLs price per

barrel averaged $11.80, up 55% from

the 1998 average sales price of $7.62.

As of December 31, 1999, estimated

future net cash flows before income tax

were $3.27 billion based on realized

prices of $24.17 per barrel of oil and

$2.20 per Mcf of gas. The present value

before income tax, discounted at 10%,

was $1.77 billion, compared to the year-

end 1998 level of $909 million. The

realized prices at year-end 1998 were

$9.92 per barrel of oil and $2.00 per

Mcf of gas.

21

Cr o s s Tim b e r s O i l C om p a n y

0

500

1,000

2,500

1,500

2,000

Proved Reservesby Category(in Bcfe)

Oil NGL Gas

Page 24: xto energy annual reports 1999

In thousands except production, per share and per unit data 1999 1998 1997 1996 1995

Consolidated Statement of Operations and Cash Flows Data (a)

Revenues:Oil and condensate $ 86,604 $ 56,164 $075,223 $ 75,013 $060,349Gas and natural gas liquids 239,056 182,587 110,104 73,402 40,543Gas gathering, processing and marketing 10,644 9,438 9,851 12,032 7,091Other 4,991 1,297 3,094 ,888 3,362

Total revenues $ 341,295 $ 249,486 $198,272 $161,335 $111,345

Earnings (loss) available to common stock $ 44,964(b) $ (71,498)(c) $023,905 $019,790 $ (10,538)(d)

Per common share (e)Basic $ 0.96 $ (1.65) $0000.60 $ 0.50 $00 (0.28)Diluted $ 0.95 $ (1.65) $0000.59 $ 0.48 $00 (0.28)

Weighted average common shares outstanding (e) 46,818 43,396 39,773 39,913 38,072

Dividends declared per common share (e) $ 0.04 $ 0.16 $0000.15 $0000.13 $0000.13

Operating cash flow (f) $ 132,683 $ 78,480 $089,979 $068,263 $040,439

Year-end Consolidated Balance Sheet Data (a) Restated (g)

Property and equipment, net $1,339,080 $1,050,422 $723,836 $450,561 $364,474Total assets 1,477,081 1,207,005 788,455 523,070 402,675Long-term debt 991,100 920,411 539,000 314,757 238,475Stockholders’ equity 277,817 201,474 170,243 142,668 130,700

Operating Data (a)

Average daily production:Oil (Bbls) 14,006 12,598 10,905 9,584 9,677Gas (Mcf) 288,000 229,717 135,855 101,845 78,408Natural gas liquids (Bbls) 3,631 3,347 220 – –Mcfe 393,826 325,390 202,609 159,349 136,470

Average sales price:Oil (per Bbl) $16.94 $12.21 $18.90 $21.38 $17.09Gas (per Mcf) $02.13 $02.07 $02.20 $01.97 $01.42Natural gas liquids (per Bbl) $11.80 $07.62 $09.66 – –

Production expense (per Mcfe) $00.53 $00.53 $00.59 $00.67 $00.71

Taxes, transportation and other (per Mcfe) $00.23 $00.25 $00.22 $00.20 $00.17

Proved reserves:Oil (Bbls) 61,603 54,510 47,854 42,440 39,988Gas (Mcf) 1,545,623 1,209,224 815,775 540,538 358,070Natural gas liquids (Bbls) 17,902 17,174 13,810 – –Mcfe 2,022,653 1,639,331 1,185,759 795,178 597,998

(a) Significant producing property acquisitions in each of the years presented affect the comparability of year-to-year financial and operating data.

(b) Includes effect of a $40.6 million pre-tax gain on sale of Hugoton Royalty Trust units.

(c) Includes effect of a $93.7 million pre-tax net loss on investment in equity securities and a $2 million pre-tax, non-cash impairment charge.

(d) Includes effect of a $20.3 million pre-tax, non-cash impairment charge recorded upon adoption of Statement of Financial Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.

(e) Adjusted for the three-for-two stock splits effected on March 19, 1997 and February 25, 1998.

(f) Defined as cash provided by operating activities before changes in operating assets and liabilities and exploration expense.

(g) Reflects restatement for a change in accounting for the acquisition of oil-producing properties in the Cook Inlet of Alaska from affiliates of Shell Oil Company. See Note 16 to Consolidated Financial Statements.

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Cr o s s Tim b e r s O i l C om p a n yS E L E C T E D F I N A N C I A L D A T A