XTO / XTO Energy Inc - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

XTO Energy Inc
US ˙ NASDAQ
DENNA SYMBOL ÄR INTE LÄNGRE AKTIV

Grundläggande statistik
CIK 868809
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to XTO Energy Inc
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
May 28, 2020 SC TO-T/A

- SC TO-T/A

SC TO-T/A 1 d943772dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) HUGOTON ROYALTY TRUST (Name of Subject Company (Issuer)) XTO ENERGY INC. (Offeror) (Names of Filing Persons) Units of Beneficial Interest (Title of Class of Sec

May 13, 2020 SC TO-T/A

- SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) HUGOTON ROYALTY TRUST (Name of Subject Company (Issuer)) XTO ENERGY INC. (Offeror) (Names of Filing Persons) Units of Beneficial Interest (Title of Class of Securities) 444717102 (CUSIP Numbe

May 13, 2020 EX-99.(A)(1)(VIII)

XTO Energy Inc. Extends Tender Offer to Purchase All Outstanding Units in Hugoton Royalty Trust

EX-99.(A)(1)(VIII) 2 d906685dex99a1viii.htm EX-99.(A)(1)(VIII) Exhibit (a)(1)(viii) XTO Energy Inc. Extends Tender Offer to Purchase All Outstanding Units in Hugoton Royalty Trust Offer Now Scheduled to Expire at 5:00 p.m., New York City Time, on Tuesday, May 26, 2020 Spring, Texas, May 13, 2020 /PRNewswire/ – XTO Energy Inc. (“XTO Energy”) today announced that it has extended the offering period

April 29, 2020 SC TO-T/A

- SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) HUGOTON ROYALTY TRUST (Name of Subject Company (Issuer)) XTO ENERGY INC. (Offeror) (Names of Filing Persons) Units of Beneficial Interest (Title of Class of Securities) 444717102 (CUSIP Numbe

April 29, 2020 EX-99.(A)(1)(VII)

2

EX-99.(a)(1)(vii) Exhibit (a)(1)(vii) XTO Energy Inc. Extends Tender Offer to Purchase All Outstanding Units in Hugoton Royalty Trust Offer Now Scheduled to Expire at 5:00 p.m., New York City Time, on Tuesday, May 12, 2020 Spring, Texas, April 29, 2020 /PRNewswire/ – XTO Energy Inc. (“XTO Energy”) today announced that it has extended the offering period of its previously announced tender offer to

April 14, 2020 CORRESP

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CORRESP New York Northern California Washington DC São Paulo London Paris Madrid Hong Kong Beijing Tokyo George R.

April 14, 2020 SC TO-T/A

XTO / XTO Energy Inc SC TO-T/A - - SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)( 1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) HUGOTON ROYALTY TRUST (Name of Subject Company (Issuer)) XTO ENERGY INC. (Offeror) (Names of Filing Persons) Units of Beneficial Interest (Title of Class of Securities) 444717102 (CUSIP Numb

April 1, 2020 EX-99.(A)(1)(III)

NOTICE OF GUARANTEED DELIVERY to Tender Units of Beneficial Interest Hugoton Royalty Trust $0.20 Net Per Unit Pursuant to the Offer to Purchase Dated April 1, 2020 XTO Energy Inc. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE AFTER 11:59 PM NE

EX-99.(a)(1)(iii) Exhibit (a)(1)(iii) NOTICE OF GUARANTEED DELIVERY to Tender Units of Beneficial Interest in Hugoton Royalty Trust at $0.20 Net Per Unit Pursuant to the Offer to Purchase Dated April 1, 2020 by XTO Energy Inc. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE AFTER 11:59 PM NEW YORK CITY TIME, AT THE END OF THE DAY ON TUESDAY, APRIL 28, 2020, UNLESS THE OFFER IS EXTENDED OR EAR

April 1, 2020 EX-99.(A)(1)(I)

Offer to Purchase for Cash All of the Outstanding Units of Beneficial Interest HUGOTON ROYALTY TRUST $0.20 Net Per Unit XTO ENERGY INC.

EX-99.(A)(1)(I) 2 d909842dex99a1i.htm EX-99.(A)(1)(I) Table of Contents Exhibit (a)(1)(i) Offer to Purchase for Cash All of the Outstanding Units of Beneficial Interest in HUGOTON ROYALTY TRUST at $0.20 Net Per Unit by XTO ENERGY INC. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE AFTER 11:59 PM, NEW YORK CITY TIME, AT THE END OF THE DAY ON TUESDAY, APRIL 28, 2020, UNLESS THE OFFER IS EXTEND

April 1, 2020 EX-99.(A)(1)(V)

Offer to Purchase for Cash All Outstanding Units of Beneficial Interest Hugoton Royalty Trust $0.20 Net Per Unit Pursuant to the Offer to Purchase Dated April 1, 2020 XTO Energy Inc. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE AFTER 11:59 PM

EX-99.(a)(1)(v) Exhibit (a)(1)(v) Offer to Purchase for Cash All Outstanding Units of Beneficial Interest in Hugoton Royalty Trust at $0.20 Net Per Unit Pursuant to the Offer to Purchase Dated April 1, 2020 by XTO Energy Inc. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE AFTER 11:59 PM, NEW YORK CITY TIME, AT THE END OF THE DAY ON TUESDAY, APRIL 28, 2020, UNLESS THE OFFER IS EXTENDED OR EAR

April 1, 2020 EX-99.(A)(1)(VI)

Notice of Offer to Purchase for Cash All Outstanding Units of Beneficial Interest Hugoton Royalty Trust $0.20 Net per Unit Pursuant to the Offer to Purchase Dated April 1, 2020 XTO Energy Inc.

EX-99.(A)(1)(VI) 7 d909842dex99a1vi.htm EX-99.(A)(1)(VI) Exhibit (a)(1)(vi) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Units (as defined below) and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is made solely pursuant to the Offer to Purchase dated April 1, 2020 and the related Letter o

April 1, 2020 EX-99.(A)(1)(II)

LETTER OF TRANSMITTAL To Tender All Outstanding Units of Beneficial Interest HUGOTON ROYALTY TRUST $0.20 Net Per Unit Pursuant to the Offer to Purchase dated April 1, 2020 XTO ENERGY INC.

EX-99.(a)(1)(ii) Exhibit (a)(1)(ii) LETTER OF TRANSMITTAL To Tender All Outstanding Units of Beneficial Interest in HUGOTON ROYALTY TRUST at $0.20 Net Per Unit Pursuant to the Offer to Purchase dated April 1, 2020 by XTO ENERGY INC. THE OFFER EXPIRES AT ONE MINUTE AFTER 11:59 PM NEW YORK CITY TIME, AT THE END OF THE DAY ON TUESDAY, APRIL 28, 2020, UNLESS EXTENDED BY THE OFFEROR AS DESCRIBED IN THE

April 1, 2020 SC TO-T

XTO / XTO Energy Inc SC TO-T - - SC TO-T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 HUGOTON ROYALTY TRUST (Name of Subject Company (Issuer)) XTO ENERGY INC. (Offeror) (Names of Filing Persons) Units of Beneficial Interest (Title of Class of Securities) 444717102 (CUSIP Number of Class of Securities) St

April 1, 2020 EX-99.(A)(1)(IV)

Offer to Purchase for Cash All Outstanding Units of Beneficial Interest Hugoton Royalty Trust $0.20 Net Per Unit Pursuant to the Offer to Purchase Dated April 1, 2020 XTO Energy Inc. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE AFTER 11:59 PM

EX-99.(a)(1)(iv) Exhibit (a)(1)(iv) Offer to Purchase for Cash All Outstanding Units of Beneficial Interest in Hugoton Royalty Trust at $0.20 Net Per Unit Pursuant to the Offer to Purchase Dated April 1, 2020 by XTO Energy Inc. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE AFTER 11:59 PM, NEW YORK CITY TIME, AT THE END OF THE DAY ON TUESDAY, APRIL 28, 2020, UNLESS THE OFFER IS EXTENDED OR E

July 8, 2010 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-10662 XTO Energy Inc. (Exact name of registrant as specified in its charte

June 30, 2010 S-8 POS

As filed with the Securities and Exchange Commission on June 30, 2010

As filed with the Securities and Exchange Commission on June 30, 2010 Registration Nos.

June 28, 2010 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 8, 2010, pursuant to the provisions of Rule 12d2-2 (a).

June 25, 2010 S-8 POS

As filed with the Securities and Exchange Commission on June 25, 2010

As filed with the Securities and Exchange Commission on June 25, 2010 Registration No.

June 25, 2010 S-8 POS

As filed with the Securities and Exchange Commission on June 25, 2010

As filed with the Securities and Exchange Commission on June 25, 2010 Registration No.

June 25, 2010 S-8 POS

As filed with the Securities and Exchange Commission on June 25, 2010

As filed with the Securities and Exchange Commission on June 25, 2010 Registration No.

June 25, 2010 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 25, 2010 XTO ENERGY INC.

June 25, 2010 S-8 POS

As filed with the Securities and Exchange Commission on June 25, 2010

S-8 POS 1 dp18290s8pos-55784.htm FORM S-8 POS As filed with the Securities and Exchange Commission on June 25, 2010 Registration No. 333-152016 Registration No. 333-120540 Registration No. 333-91460 Registration No. 333-37668 Registration No. 333-81849 Registration No. 333-69977 Registration No. 333-68775 Registration No. 033-65238 Registration No. 033-64274 Registration No. 333-36569 Registration

June 25, 2010 S-8 POS

As filed with the Securities and Exchange Commission on June 25, 2010

As filed with the Securities and Exchange Commission on June 25, 2010 Registration No.

June 25, 2010 S-8 POS

As filed with the Securities and Exchange Commission on June 25, 2010

As filed with the Securities and Exchange Commission on June 25, 2010 Registration No.

June 25, 2010 S-8 POS

As filed with the Securities and Exchange Commission on June 25, 2010

S-8 POS 1 dp18288s8pos-35229.htm FORM S-8 POS As filed with the Securities and Exchange Commission on June 25, 2010 Registration No. 333-152016 Registration No. 333-120540 Registration No. 333-91460 Registration No. 333-37668 Registration No. 333-81849 Registration No. 333-69977 Registration No. 333-68775 Registration No. 033-65238 Registration No. 033-64274 Registration No. 333-36569 Registration

June 25, 2010 S-8 POS

As filed with the Securities and Exchange Commission on June 25, 2010

As filed with the Securities and Exchange Commission on June 25, 2010 Registration No.

June 25, 2010 S-8 POS

As filed with the Securities and Exchange Commission on June 25, 2010

As filed with the Securities and Exchange Commission on June 25, 2010 Registration No.

June 25, 2010 S-8 POS

As filed with the Securities and Exchange Commission on June 25, 2010

S-8 POS 1 dp18270s8pos-152016.htm FORM S-8 POS As filed with the Securities and Exchange Commission on June 25, 2010 Registration No. 333-152016 Registration No. 333-120540 Registration No. 333-91460 Registration No. 333-37668 Registration No. 333-81849 Registration No. 333-69977 Registration No. 333-68775 Registration No. 033-65238 Registration No. 033-64274 Registration No. 333-36569 Registratio

June 25, 2010 S-8 POS

As filed with the Securities and Exchange Commission on June 25, 2010

As filed with the Securities and Exchange Commission on June 25, 2010 Registration No.

June 25, 2010 POSASR

As filed with the Securities and Exchange Commission on June 25, 2010

As filed with the Securities and Exchange Commission on June 25, 2010 Registration No.

June 25, 2010 S-8 POS

As filed with the Securities and Exchange Commission on June 25, 2010

As filed with the Securities and Exchange Commission on June 25, 2010 Registration No.

June 25, 2010 S-8 POS

As filed with the Securities and Exchange Commission on June 25, 2010

S-8 POS 1 dp18291s8pos-54590.htm FORM S-8 POS As filed with the Securities and Exchange Commission on June 25, 2010 Registration No. 333-152016 Registration No. 333-120540 Registration No. 333-91460 Registration No. 333-37668 Registration No. 333-81849 Registration No. 333-69977 Registration No. 333-68775 Registration No. 033-65238 Registration No. 033-64274 Registration No. 333-36569 Registration

June 25, 2010 S-8 POS

As filed with the Securities and Exchange Commission on June 25, 2010

As filed with the Securities and Exchange Commission on June 25, 2010 Registration No.

June 21, 2010 11-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

Form 11-K Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2009 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 1-10662 A. Full title of the plan and the address of the plan, if diffe

June 18, 2010 8-K

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

8-K 1 d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 18, 2010 XTO ENERGY INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10662 75-2347769 (C

June 18, 2010 EX-4.2

XTO ENERGY INC., EXXON MOBIL CORPORATION, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., [SECOND] [THIRD] SUPPLEMENTAL INDENTURE Dated as of June 18, 2010 Indenture dated as of [September 23, 2004] [April 23, 2003] [January 22, 2004] [April 23, 200

Exhibit 4.2 XTO ENERGY INC., Issuer, EXXON MOBIL CORPORATION, Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee [SECOND] [THIRD] SUPPLEMENTAL INDENTURE Dated as of June 18, 2010 to Indenture dated as of [September 23, 2004] [April 23, 2003] [January 22, 2004] [April 23, 2002] [SECOND] [THIRD] SUPPLEMENTAL INDENTURE (this ?[Second] [Third] Supplemental Indenture?), dated as of

June 18, 2010 EX-4.1

XTO ENERGY INC., EXXON MOBIL CORPORATION, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., FOURTH SUPPLEMENTAL INDENTURE Dated as of June 18, 2010 Indenture dated as of [July 19, 2007] [April 13, 2005]

Exhibit 4.1 XTO ENERGY INC., Issuer, EXXON MOBIL CORPORATION, Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of June 18, 2010 to Indenture dated as of [July 19, 2007] [April 13, 2005] FOURTH SUPPLEMENTAL INDENTURE (this ?Fourth Supplemental Indenture?), dated as of June 18, 2010, among XTO Energy Inc., a Delaware corporation (the ?Comp

June 18, 2010 EX-4.1

XTO ENERGY INC., EXXON MOBIL CORPORATION, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., FOURTH SUPPLEMENTAL INDENTURE Dated as of June 18, 2010 Indenture dated as of [July 19, 2007] [April 13, 2005]

Exhibit 4.1 XTO ENERGY INC., Issuer, EXXON MOBIL CORPORATION, Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of June 18, 2010 to Indenture dated as of [July 19, 2007] [April 13, 2005] FOURTH SUPPLEMENTAL INDENTURE (this ?Fourth Supplemental Indenture?), dated as of June 18, 2010, among XTO Energy Inc., a Delaware corporation (the ?Comp

June 18, 2010 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 18, 2010 XTO ENERGY INC. (Exac

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 18, 2010 XTO ENERGY INC.

June 18, 2010 EX-4.2

XTO ENERGY INC., EXXON MOBIL CORPORATION, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., [SECOND] [THIRD] SUPPLEMENTAL INDENTURE Dated as of June 18, 2010 Indenture dated as of [September 23, 2004] [April 23, 2003] [January 22, 2004] [April 23, 200

EX-4.2 3 dex42.htm FORM OF SUPPLEMENTAL INDENTURE (SINGLE SERIES) Exhibit 4.2 XTO ENERGY INC., Issuer, EXXON MOBIL CORPORATION, Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee [SECOND] [THIRD] SUPPLEMENTAL INDENTURE Dated as of June 18, 2010 to Indenture dated as of [September 23, 2004] [April 23, 2003] [January 22, 2004] [April 23, 2002] [SECOND] [THIRD] SUPPLEMENTAL INDENT

June 9, 2010 425

The following document is being mailed on or about June 9, 2010 to certain stockholders of XTO Energy Inc. as of May 3, 2010.

Filed by XTO Energy Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: XTO Energy Inc. Commission File No.: 1-10662 The following document is being mailed on or about June 9, 2010 to certain stockholders of XTO Energy Inc. as of May 3, 2010. June 9, 2010 Dear XTO Energy Inc. Stockholder: We h

May 21, 2010 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the app

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pur

May 6, 2010 EX-15.1

XTO Energy Inc.:

EXHIBIT 15.1 XTO Energy Inc.: Re: Registration Statements on Form S-8 (Nos. 333-68775, 333-69977, 333-37668, 333-81849, 333-91460, 33-55784, 333-120540 and 333-152016) and on Form S-3 (Nos. 333-122767, 333-123402 and 333-160070) With respect to the subject registration statements, we acknowledge our awareness of the use therein of our report dated May 5, 2010 related to our review of interim finan

May 6, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-10662 XTO Energy Inc. (Exact name of registr

May 5, 2010 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 5, 2010 XTO ENERGY INC.

May 5, 2010 EX-99.1

XTO ENERGY ANNOUNCES 1Q EARNINGS AND PRODUCTION

Exhibit 99.1 [XTO Logo Here] NEWS RELEASE For Immediate Release Number: 10-07 XTO ENERGY ANNOUNCES 1Q EARNINGS AND PRODUCTION FORT WORTH, TX (May 5, 2010) - XTO Energy Inc. (NYSE-XTO) today reported first quarter 2010 production of 2.90 billion cubic feet equivalent (Bcfe) per day, up 6% from the first quarter 2009 level of 2.73 Bcfe per day, and up 1% sequentially from 2.88 Bcfe per day in fourth

April 29, 2010 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No.1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No.1 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

April 29, 2010 EX-99.2

DESCRIPTIONS FROM THE PRELIMINARY PROXY STATEMENT/PROSPECTUS OF XTO ENERGY AND EXXONMOBIL THE MERGER AGREEMENT

EXHIBIT 99.2 DESCRIPTIONS FROM THE PRELIMINARY PROXY STATEMENT/PROSPECTUS OF XTO ENERGY AND EXXONMOBIL THE MERGER AGREEMENT Treatment of XTO Energy Equity Awards XTO Energy Stock Options Upon completion of the merger, each option to purchase shares of XTO Energy common stock granted under XTO Energy?s equity compensation plans outstanding immediately prior to the completion of the merger will be c

April 29, 2010 EX-10.68

AMENDMENT TO THIRD AMENDED AND RESTATED XTO ENERGY INC. MANAGEMENT GROUP EMPLOYEE SEVERANCE PROTECTION PLAN

Exhibit 10.68 AMENDMENT TO THIRD AMENDED AND RESTATED XTO ENERGY INC. MANAGEMENT GROUP EMPLOYEE SEVERANCE PROTECTION PLAN WHEREAS, the Third Amended and Restated XTO Energy Inc. Management Group Employee Severance Protection Plan (the ?Plan?) was adopted by the Board of Directors (the ?Board?) of XTO Energy Inc. (the ?Company?) on November 18, 2008; and WHEREAS, Sections 2.03 and 4.02(a) of the Pl

April 29, 2010 EX-31.2.1

CERTIFICATIONS

Section 302 CFO Certification Exhibit 31.2.1 CERTIFICATIONS I, Louis G. Baldwin, certify that: 1. I have reviewed this Amendment on Form 10-K/A of XTO Energy Inc.; 2. Based on my knowledge, this Amendment does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were mad

April 29, 2010 EX-10.69

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

Exhibit 10.69 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT WHEREAS, XTO Energy Inc., a Delaware corporation (the ?Company?), and Keith A. Hutton (?Employee?) entered into an Employment Agreement, dated as of November 18, 2008, effective as of December 1, 2008, and subsequently amended (?Amendment No. 1?) on December 13, 2009 (as amended by Amendment No. 1, the ?Agreement?); and WHEREAS, Section 11.1(a)

April 29, 2010 EX-31.1.1

CERTIFICATIONS

Section 302 CEO Certification Exhibit 31.1.1 CERTIFICATIONS I, Keith A. Hutton, certify that: 1. I have reviewed this Amendment on Form 10-K/A of XTO Energy Inc.; 2. Based on my knowledge, this Amendment does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made

April 29, 2010 EX-10.70

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

Exhibit 10.70 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT WHEREAS, XTO Energy Inc., a Delaware corporation (the ?Company?), and Vaughn O. Vennerberg, II (?Employee?) entered into an Employment Agreement, dated as of November 18, 2008, effective as of December 1, 2008, and subsequently amended (?Amendment No. 1?) on December 13, 2009 (as amended by Amendment No. 1, the ?Agreement?); and WHEREAS, Sectio

March 16, 2010 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 9, 2010 XTO ENERGY INC.

February 25, 2010 EX-21.1

SUBSIDIARIES OF XTO ENERGY INC. Jurisdiction of Incorporation Barnett Gathering, LP Texas Cross Timbers Energy Services, Inc. Texas Fayetteville Gathering Company Arkansas HHE Energy Company Delaware HPC Acquisition Corporation Delaware HPT, Inc. Del

EX-21.1 9 dex211.htm SUBSIDIARIES OF XTO ENERGY INC. EXHIBIT 21.1 SUBSIDIARIES OF XTO ENERGY INC. Jurisdiction of Incorporation Barnett Gathering, LP Texas Cross Timbers Energy Services, Inc. Texas Fayetteville Gathering Company Arkansas HHE Energy Company Delaware HPC Acquisition Corporation Delaware HPT, Inc. Delaware Mountain Gathering, LLC Delaware Nesson Gathering System, LLC Delaware Ringwoo

February 25, 2010 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

10-K 1 d10k.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File

February 25, 2010 EX-10.11

AMENDMENT TO EMPLOYMENT AGREEMENT

EX-10.11 4 dex1011.htm AMENDED EMPLOYMNET AGREEMENT - VENNERBERG EXHIBIT 10.11 AMENDMENT TO EMPLOYMENT AGREEMENT WHEREAS, XTO Energy Inc., a Delaware Corporation (the “Company”) and Vaughn O. Vennerberg, II (“Employee”) entered into an Employment Agreement, dated as of November 18, 2008, effective as of December 1, 2008 (the “Agreement”); WHEREAS, pursuant to Section 18 of the Agreement, the Agree

February 25, 2010 EX-99.1

February 17, 2010

EX-99.1 15 dex991.htm MILLER & LENTS, LTD. REPORT EXHIBIT 99.1 February 17, 2010 XTO Energy Inc. 810 Houston Street, Suite 2000 Fort Worth, TX 76102 Re: XTO Energy Inc. (XTO) Reserves and Net Revenues Forecast As of December 31, 2009 SEC Pricing Case Gentlemen: At your request, Miller and Lents, Ltd. (MLL) estimated the proved reserves and future net revenues as of December 31, 2009 attributable t

February 25, 2010 EX-10.5

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

EX-10.5 2 dex105.htm AMENDMENT 2 TO EMPLOYMENT AGREEMENT - SIMPSON EXHIBIT 10.5 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT WHEREAS, XTO Energy, Inc., a Delaware Corporation (the “Company”) and Bob R. Simpson (“Employee”) entered into an Employment Agreement, dated as of November 18, 2008, effective as of December 1, 2008, and subsequently amended on September 16, 2009 (the “Agreement”); and WHEREAS,

February 25, 2010 EX-12.1

XTO ENERGY INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Year Ended December 31 (in millions, except ratios) 2009 2008 2007 2006 2005 Income before income tax $ 3,163 $ 3,026 $ 2,642 $ 2,961 $ 1,810 Interest expense 525 494 267 182 154 Inter

Computation of Ratio of Earnings to Fixed Charges EXHIBIT 12.1 XTO ENERGY INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Year Ended December 31 (in millions, except ratios) 2009 2008 2007 2006 2005 Income before income tax $ 3,163 $ 3,026 $ 2,642 $ 2,961 $ 1,810 Interest expense 525 494 267 182 154 Interest portion of rentals 4 5 5 7 8 Earnings before provision for taxes and fixed charges

February 25, 2010 EX-10.8

AMENDMENT TO EMPLOYMENT AGREEMENT

EXHIBIT 10.8 AMENDMENT TO EMPLOYMENT AGREEMENT WHEREAS, XTO Energy Inc., a Delaware Corporation (the ?Company?) and Keith A. Hutton (?Employee?) entered into an Employment Agreement, dated as of November 18, 2008, effective as of December 1, 2008 (the ?Agreement?); WHEREAS, pursuant to Section 18 of the Agreement, the Agreement may be amended by mutual written agreement signed by the Company and E

February 25, 2010 EX-10.37

FOURTH AMENDED AND RESTATED XTO ENERGY INC. MANAGEMENT GROUP EMPLOYEE SEVERANCE PROTECTION PLAN

EX-10.37 7 dex1037.htm FOURTH AMENDED MANAGEMENT GROUP EMPL. SEVERANCE PROTECTION PLAN Exhibit 10.37 FOURTH AMENDED AND RESTATED XTO ENERGY INC. MANAGEMENT GROUP EMPLOYEE SEVERANCE PROTECTION PLAN WHEREAS, the Amended and Restated XTO Energy Inc. Management Group Employee Severance Protection Plan (the “Prior Plan”) was adopted by the Board acting on behalf of the Company, effective as of August 2

February 25, 2010 EX-10.30

FORM OF STOCK AWARD AGREEMENT (RESTRICTED SHARES) FOR EMPLOYEES UNDER THE XTO ENERGY INC. 2004 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF MAY 20, 2008

EX-10.30 6 dex1030.htm SECOND FORM OF STOCK AWARD AGREEMENT (RESTRICTED SHARES) Exhibit 10.30 FORM OF STOCK AWARD AGREEMENT (RESTRICTED SHARES) FOR EMPLOYEES UNDER THE XTO ENERGY INC. 2004 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF MAY 20, 2008 THIS AGREEMENT is entered into this day of , 200 , between XTO Energy Inc., a Delaware corporation (the “Company”), and (“Grantee”), pursuant to t

February 25, 2010 EX-10.24

FORM OF STOCK AWARD AGREEMENT FOR EMPLOYEES UNDER THE XTO ENERGY INC. 2004 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF MAY 20, 2008

EX-10.24 5 dex1024.htm SECOND FORM OF STOCK AWARD AGREEMENT Exhibit 10.24 FORM OF STOCK AWARD AGREEMENT FOR EMPLOYEES UNDER THE XTO ENERGY INC. 2004 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF MAY 20, 2008 THIS AGREEMENT is entered into this 17th day of November, 2009, between XTO Energy Inc., a Delaware corporation (the “Company”), and (“Grantee”), pursuant to the provisions of the XTO En

February 17, 2010 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 17, 2010 XTO ENERGY INC.

February 17, 2010 EX-99.1

XTO ENERGY ANNOUNCES EARNINGS, PRODUCTION AND CASH FLOW FOR 4Q; REPORTS RECORD EARNINGS, PRODUCTION AND CASH FLOW FOR 2009

EX-99.1 2 dex991.htm NEWS RELEASE Exhibit 99.1 [XTO Logo Here] NEWS RELEASE For Immediate Release Number: 10-03 XTO ENERGY ANNOUNCES EARNINGS, PRODUCTION AND CASH FLOW FOR 4Q; REPORTS RECORD EARNINGS, PRODUCTION AND CASH FLOW FOR 2009 FORT WORTH, TX (February 17, 2010) – XTO Energy Inc. (NYSE-XTO) today reported record production for fourth quarter 2009 of 2.88 billion cubic feet equivalent (Bcfe)

February 12, 2010 SC 13G/A

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9)* XTO Energy Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98385X106 (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

January 21, 2010 425

Bob R. Simpson Chairman and Founder, XTO Energy Inc. U.S. House of Representatives Subcommittee on Energy and Environment Hearing January 20, 2010

Filed by XTO Energy Inc. 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: XTO Energy Inc. Commission File No.: 1-10662 The following is the written testimony of Bob R. Simpson, Chairman of the Board and Founder of XTO Energy Inc., at the hearing entitled “The ExxonMobil-XTO Merger: Impacts on U

January 21, 2010 425

Rex W. Tillerson Chairman and CEO, Exxon Mobil Corporation U.S. House of Representatives Subcommittee on Energy and Environment Hearing January 20, 2010

Filed by Exxon Mobil Corporation Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: XTO Energy Inc.

December 15, 2009 EX-99.5

CONSULTING AGREEMENT

Exhibit 99.5 EXECUTION COPY CONSULTING AGREEMENT This Consulting Agreement (this ?Agreement?), dated December 13, 2009, by and among XTO Energy Inc., a Delaware corporation (the ?Company?), Exxon Mobil Corporation, a New Jersey corporation (?Parent?), and Timothy L. Petrus (?Consultant?), shall be effective as of the Effective Date (as hereinafter defined). RECITALS WHEREAS, the Company, Parent an

December 15, 2009 EX-99.9

AMENDMENT TO AGREEMENT OF GRANT

Exhibit 99.9 EXECUTION COPY AMENDMENT TO AGREEMENT OF GRANT WHEREAS, XTO Energy Inc., a Delaware Corporation (the “Company”) and Louis G. Baldwin (the “Executive”) entered into an Agreement of Grant, dated as of November 18, 2008 (the “Agreement”); WHEREAS, the Company, Exxon Mobil Corporation, a New Jersey corporation (“Parent”) and ExxonMobil Investment Corporation, a wholly owned subsidiary of

December 15, 2009 EX-99.10

AMENDMENT TO AGREEMENT OF GRANT

Exhibit 99.10 EXECUTION COPY AMENDMENT TO AGREEMENT OF GRANT WHEREAS, XTO Energy Inc., a Delaware Corporation (the “Company”) and Timothy L. Petrus (the “Executive”) entered into an Agreement of Grant, dated as of November 18, 2008 (the “Agreement”); WHEREAS, the Company, Exxon Mobil Corporation, a New Jersey corporation (“Parent”) and ExxonMobil Investment Corporation, a wholly owned subsidiary o

December 15, 2009 EX-99.2

CONSULTING AGREEMENT

Exhibit 99.2 EXECUTION COPY CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”), dated December 13, 2009, by and among XTO Energy Inc., a Delaware corporation (the “Company”), Exxon Mobil Corporation, a New Jersey corporation (“Parent”), and Keith A. Hutton (“Consultant”), shall be effective as of the Effective Date (as hereinafter defined). RECITALS WHEREAS, the Company, Parent and

December 15, 2009 EX-99.5

CONSULTING AGREEMENT

Consulting Agreement, Timothy L. Petrus Exhibit 99.5 EXECUTION COPY CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”), dated December 13, 2009, by and among XTO Energy Inc., a Delaware corporation (the “Company”), Exxon Mobil Corporation, a New Jersey corporation (“Parent”), and Timothy L. Petrus (“Consultant”), shall be effective as of the Effective Date (as hereinafter defined).

December 15, 2009 EX-99.7

AMENDMENT TO AGREEMENT OF GRANT

Exhibit 99.7 EXECUTION COPY AMENDMENT TO AGREEMENT OF GRANT WHEREAS, XTO Energy Inc., a Delaware Corporation (the ?Company?) and Keith A. Hutton (the ?Executive?) entered into an Agreement of Grant, dated as of November 18, 2008 (the ?Agreement?); WHEREAS, the Company, Exxon Mobil Corporation, a New Jersey corporation (?Parent?) and ExxonMobil Investment Corporation, a wholly owned subsidiary of P

December 15, 2009 EX-99.3

CONSULTING AGREEMENT

EX-99.3 5 dex993.htm CONSULTING AGREEMENT, VAUGHN O. VENNERBERG, II Exhibit 99.3 EXECUTION COPY CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”), dated December 13, 2009, by and among XTO Energy Inc., a Delaware corporation (the “Company”), Exxon Mobil Corporation, a New Jersey corporation (“Parent”), and Vaughn O. Vennerberg, II (“Consultant”), shall be effective as of the Effect

December 15, 2009 EX-99.6

AMENDMENT TO AGREEMENT OF GRANT

Exhibit 99.6 EXECUTION COPY AMENDMENT TO AGREEMENT OF GRANT WHEREAS, XTO Energy Inc., a Delaware Corporation (the ?Company?) and Bob R. Simpson (the ?Executive?) entered into an Agreement of Grant, dated as of November 18, 2008 (the ?Agreement?); WHEREAS, the Company, Exxon Mobil Corporation, a New Jersey corporation (?Parent?) and ExxonMobil Investment Corporation, a wholly owned subsidiary of Pa

December 15, 2009 EX-2.1

AGREEMENT AND PLAN OF MERGER dated as of December 13, 2009 XTO ENERGY INC., EXXON MOBIL CORPORATION EXXONMOBIL INVESTMENT CORPORATION TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interp

EX-2.1 2 dex21.htm AGREEMENT AND PLAN OF MERGER, DATED AS OF DECEMBER 13, 2009 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER dated as of December 13, 2009 among XTO ENERGY INC., EXXON MOBIL CORPORATION and EXXONMOBIL INVESTMENT CORPORATION TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretative Provisions 10 ARTICLE 2 T

December 15, 2009 EX-99.3

CONSULTING AGREEMENT

Exhibit 99.3 EXECUTION COPY CONSULTING AGREEMENT This Consulting Agreement (this ?Agreement?), dated December 13, 2009, by and among XTO Energy Inc., a Delaware corporation (the ?Company?), Exxon Mobil Corporation, a New Jersey corporation (?Parent?), and Vaughn O. Vennerberg, II (?Consultant?), shall be effective as of the Effective Date (as hereinafter defined). RECITALS WHEREAS, the Company, Pa

December 15, 2009 EX-99.1

CONSULTING AGREEMENT

Exhibit 99.1 EXECUTION COPY CONSULTING AGREEMENT This Consulting Agreement (this ?Agreement?), dated December 13, 2009, by and among XTO Energy Inc., a Delaware corporation (the ?Company?), Exxon Mobil Corporation, a New Jersey corporation (?Parent?), and Bob R. Simpson (?Consultant?), shall be effective as of the Effective Date (as hereinafter defined). RECITALS WHEREAS, the Company, Parent and E

December 15, 2009 EX-99.10

AMENDMENT TO AGREEMENT OF GRANT

Exhibit 99.10 EXECUTION COPY AMENDMENT TO AGREEMENT OF GRANT WHEREAS, XTO Energy Inc., a Delaware Corporation (the “Company”) and Timothy L. Petrus (the “Executive”) entered into an Agreement of Grant, dated as of November 18, 2008 (the “Agreement”); WHEREAS, the Company, Exxon Mobil Corporation, a New Jersey corporation (“Parent”) and ExxonMobil Investment Corporation, a wholly owned subsidiary o

December 15, 2009 425

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2009 (December 13, 2009) XTO ENERG

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2009 (December 13, 2009) XTO ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10662 75-2347769 (State or other jurisdiction of incorporation) (Commission F

December 15, 2009 EX-99.4

CONSULTING AGREEMENT

Consulting Agreement, Louis G. Baldwin Exhibit 99.4 EXECUTION COPY CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”), dated December 13, 2009, by and among XTO Energy Inc., a Delaware corporation (the “Company”), Exxon Mobil Corporation, a New Jersey corporation (“Parent”), and Louis G. Baldwin (“Consultant”), shall be effective as of the Effective Date (as hereinafter defined). RE

December 15, 2009 EX-99.2

CONSULTING AGREEMENT

EX-99.2 4 dex992.htm CONSULTING AGREEMENT, KEITH A. HUTTON Exhibit 99.2 EXECUTION COPY CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”), dated December 13, 2009, by and among XTO Energy Inc., a Delaware corporation (the “Company”), Exxon Mobil Corporation, a New Jersey corporation (“Parent”), and Keith A. Hutton (“Consultant”), shall be effective as of the Effective Date (as herei

December 15, 2009 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2009 (December 13, 2009) XTO ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10662 75-2347769 (State or other jurisdiction of incorporation) (Commission F

December 15, 2009 EX-99.4

CONSULTING AGREEMENT

Exhibit 99.4 EXECUTION COPY CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”), dated December 13, 2009, by and among XTO Energy Inc., a Delaware corporation (the “Company”), Exxon Mobil Corporation, a New Jersey corporation (“Parent”), and Louis G. Baldwin (“Consultant”), shall be effective as of the Effective Date (as hereinafter defined). RECITALS WHEREAS, the Company, Parent and

December 15, 2009 EX-2.1

AGREEMENT AND PLAN OF MERGER dated as of December 13, 2009 XTO ENERGY INC., EXXON MOBIL CORPORATION EXXONMOBIL INVESTMENT CORPORATION TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interp

Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER dated as of December 13, 2009 among XTO ENERGY INC., EXXON MOBIL CORPORATION and EXXONMOBIL INVESTMENT CORPORATION TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretative Provisions 10 ARTICLE 2 THE MERGER Section 2.01. The Merger 11 Section 2.02. Conversion of Shares 11 Sec

December 15, 2009 EX-99.8

AMENDMENT TO AGREEMENT OF GRANT

EX-99.8 10 dex998.htm AMENDMENT TO AGREEMENT OF GRANT, VAUGHN O. VENNERBERG, II Exhibit 99.8 EXECUTION COPY AMENDMENT TO AGREEMENT OF GRANT WHEREAS, XTO Energy Inc., a Delaware Corporation (the “Company”) and Vaughn O. Vennerberg, II (the “Executive”) entered into an Agreement of Grant, dated as of November 18, 2008 (the “Agreement”); WHEREAS, the Company, Exxon Mobil Corporation, a New Jersey cor

December 15, 2009 EX-99.7

AMENDMENT TO AGREEMENT OF GRANT

Exhibit 99.7 EXECUTION COPY AMENDMENT TO AGREEMENT OF GRANT WHEREAS, XTO Energy Inc., a Delaware Corporation (the ?Company?) and Keith A. Hutton (the ?Executive?) entered into an Agreement of Grant, dated as of November 18, 2008 (the ?Agreement?); WHEREAS, the Company, Exxon Mobil Corporation, a New Jersey corporation (?Parent?) and ExxonMobil Investment Corporation, a wholly owned subsidiary of P

December 15, 2009 EX-99.1

CONSULTING AGREEMENT

Exhibit 99.1 EXECUTION COPY CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”), dated December 13, 2009, by and among XTO Energy Inc., a Delaware corporation (the “Company”), Exxon Mobil Corporation, a New Jersey corporation (“Parent”), and Bob R. Simpson (“Consultant”), shall be effective as of the Effective Date (as hereinafter defined). RECITALS WHEREAS, the Company, Parent and E

December 15, 2009 425

Filed by Exxon Mobil Corporation

Filed by Exxon Mobil Corporation Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: XTO Energy Inc.

December 15, 2009 EX-99.6

AMENDMENT TO AGREEMENT OF GRANT

EX-99.6 8 dex996.htm AMENDMENT TO AGREEMENT OF GRANT, BOB R. SIMPSON Exhibit 99.6 EXECUTION COPY AMENDMENT TO AGREEMENT OF GRANT WHEREAS, XTO Energy Inc., a Delaware Corporation (the “Company”) and Bob R. Simpson (the “Executive”) entered into an Agreement of Grant, dated as of November 18, 2008 (the “Agreement”); WHEREAS, the Company, Exxon Mobil Corporation, a New Jersey corporation (“Parent”) a

December 15, 2009 EX-99.9

AMENDMENT TO AGREEMENT OF GRANT

Exhibit 99.9 EXECUTION COPY AMENDMENT TO AGREEMENT OF GRANT WHEREAS, XTO Energy Inc., a Delaware Corporation (the ?Company?) and Louis G. Baldwin (the ?Executive?) entered into an Agreement of Grant, dated as of November 18, 2008 (the ?Agreement?); WHEREAS, the Company, Exxon Mobil Corporation, a New Jersey corporation (?Parent?) and ExxonMobil Investment Corporation, a wholly owned subsidiary of

December 15, 2009 EX-99.8

AMENDMENT TO AGREEMENT OF GRANT

Exhibit 99.8 EXECUTION COPY AMENDMENT TO AGREEMENT OF GRANT WHEREAS, XTO Energy Inc., a Delaware Corporation (the ?Company?) and Vaughn O. Vennerberg, II (the ?Executive?) entered into an Agreement of Grant, dated as of November 18, 2008 (the ?Agreement?); WHEREAS, the Company, Exxon Mobil Corporation, a New Jersey corporation (?Parent?) and ExxonMobil Investment Corporation, a wholly owned subsid

December 14, 2009 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d8k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2009 (December 13, 2009) XTO ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10662 75-2347769 (State or other jurisdiction of incor

December 14, 2009 EX-99.1

Exxon Mobil Corporation and XTO Energy Inc. Announce Agreement

EX-99.1 2 dex991.htm JOINT PRESS RELEASE OF XTO ENERGY INC. Exhibit 99.1 CONTACT: ExxonMobil Media Relations (972) 444-1107 Exxon Mobil Corporation 5959 Las Colinas Boulevard Irving, TX 75039-2298 972 444 1107 Telephone 972 444 1138 Facsimile FOR IMMEDIATE RELEASE MONDAY, DEC. 14, 2009 Exxon Mobil Corporation and XTO Energy Inc. Announce Agreement IRVING, TX – Exxon Mobil Corporation and XTO Energ

December 14, 2009 425

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2009 (December 13, 2009) XTO ENERG

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2009 (December 13, 2009) XTO ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10662 75-2347769 (State or other jurisdiction of incorporation) (Commission F

December 14, 2009 EX-2.1

AGREEMENT AND PLAN OF MERGER dated as of December 13, 2009 XTO ENERGY INC., EXXON MOBIL CORPORATION EXXONMOBIL INVESTMENT CORPORATION TABLE OF CONTENTS

EXECUTION COPY Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of December 13, 2009 among XTO ENERGY INC., EXXON MOBIL CORPORATION and EXXONMOBIL INVESTMENT CORPORATION TABLE OF CONTENTS Page ARTICLE 1 Definitions Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretative Provisions 10 ARTICLE 2 The Merger Section 2.01. The Merger 11 Section 2.02. Conversion of Shares 11 Sec

December 14, 2009 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 13, 2009 Exxon Mobil Corporation (Exact Name of Registrant as Specified in Charter) New Jersey 1-2256 13-5409005 (State or Other Jurisdiction of Incorporation) (Commission Fi

December 14, 2009 425

ExxonMobil-XTO Agreement ExxonMobil Background Information

Filed by Exxon Mobil Corporation Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: XTO Energy Inc.

December 14, 2009 425

1

Filed by XTO Energy Inc. 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: XTO Energy Inc. Commission File No.: 1-10662 To our Employees: For more than two decades, our team at XTO Energy has worked to build an extraordinary organization, business and investment. This historic day represents all

December 14, 2009 EX-99.1

Exxon Mobil Corporation 5959 Las Colinas Boulevard Irving, TX 75039-2298 972 444 1107 Telephone 972 444 1138 Facsimile Exxon Mobil Corporation and XTO Energy Inc. Announce Agreement

EX-99.1 3 dp15865ex9901.htm EXHIBIT 99.1 Exhibit 99.1 News Release Exxon Mobil Corporation 5959 Las Colinas Boulevard Irving, TX 75039-2298 972 444 1107 Telephone 972 444 1138 Facsimile CONTACT: ExxonMobil Media Relations (972) 444-1107 FOR IMMEDIATE RELEASE MONDAY, DEC. 14, 2009 Exxon Mobil Corporation and XTO Energy Inc. Announce Agreement IRVING, TX – Exxon Mobil Corporation and XTO Energy Inc.

December 14, 2009 EX-99.1

Exxon Mobil Corporation and XTO Energy Inc. Announce Agreement

Exhibit 99.1 CONTACT: ExxonMobil Media Relations (972) 444-1107 Exxon Mobil Corporation 5959 Las Colinas Boulevard Irving, TX 75039-2298 972 444 1107 Telephone 972 444 1138 Facsimile FOR IMMEDIATE RELEASE MONDAY, DEC. 14, 2009 Exxon Mobil Corporation and XTO Energy Inc. Announce Agreement IRVING, TX ? Exxon Mobil Corporation and XTO Energy Inc. announced today an all-stock transaction valued at $4

December 14, 2009 425

ExxonMobil Taking on the world's toughest energy challenges.TM Global Unconventional Resource Opportunity R.W. Tillerson and D.S. Rosenthal December 14, 2009 Cautionary Statement Important Information for Investors and

Filed by Exxon Mobil Corporation Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: XTO Energy Inc.

November 5, 2009 EX-10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

EX-10.1 2 dex101.htm AMENDMENT TO EMPLOYMENT AGREEMENT - SIMPSON Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT WHEREAS, the Employment Agreement (the “Agreement”) was entered into the 18th day of November, 2008, and effective on the 1st day of December, 2008, by and between XTO ENERGY INC., a Delaware corporation (the “Company”), and BOB R. SIMPSON (the “Employee”); and WHEREAS, pursuant to Secti

November 5, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 5, 2009 EX-15.1

XTO Energy Inc.:

Awareness Letter of KPMG LLP re unaudited interim financial information EXHIBIT 15.

November 4, 2009 EX-99.1

XTO ENERGY ANNOUNCES RECORD PRODUCTION, REVENUES AND CASH FLOW IN THIRD QUARTER; EXPECTS DOUBLE-DIGIT PRODUCTION GROWTH AND SIGNIFICANT FREE CASH FLOW FOR 2010

Exhibit 99.1 [XTO Logo Here] NEWS RELEASE For Immediate Release Number: 09-21 XTO ENERGY ANNOUNCES RECORD PRODUCTION, REVENUES AND CASH FLOW IN THIRD QUARTER; EXPECTS DOUBLE-DIGIT PRODUCTION GROWTH AND SIGNIFICANT FREE CASH FLOW FOR 2010 FORT WORTH, TX (November 4, 2009) ? XTO Energy Inc. (NYSE-XTO) today reported record third quarter 2009 production of 2.95 billion cubic feet equivalent (Bcfe) pe

November 4, 2009 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 4, 2009 XTO ENERGY INC.

August 6, 2009 EX-15.1

XTO Energy Inc.:

Awareness letter of KPMG LLP re unaudited interim financial information EXHIBIT 15.

August 6, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-10662 XTO Energy Inc. (Exact name of registra

August 5, 2009 8-K

Results of Operations and Financial Condition

8-K 1 d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 5, 2009 XTO ENERGY INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10662 75-2347769 (

August 5, 2009 EX-99.1

XTO ENERGY ANNOUNCES RECORD PRODUCTION FOR 2Q, UP 32% FROM LAST YEAR AND 6% SEQUENTIALLY; INCREASES PRODUCTION GUIDANCE TO 20% FOR 2009

Exhibit 99.1 [XTO Logo Here] NEWS RELEASE For Immediate Release Number: 09-16 XTO ENERGY ANNOUNCES RECORD PRODUCTION FOR 2Q, UP 32% FROM LAST YEAR AND 6% SEQUENTIALLY; INCREASES PRODUCTION GUIDANCE TO 20% FOR 2009 FORT WORTH, TX (August 5, 2009) - XTO Energy Inc. (NYSE-XTO) today reported record second quarter 2009 production of 2.89 billion cubic feet equivalent (Bcfe) per day, up 32% from the se

June 23, 2009 11-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2008 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 1-10662 A. Full title of the plan and the address of the plan, if different from

June 18, 2009 EX-12.1

XTO ENERGY INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except ratios) Three Months Ended March 31, 2009 Year Ended December 31 2008 2007 2006 2005 2004 Income before income tax $ 755 $ 3,026 $ 2,642 $ 2,961 $ 1,810 $ 826 Inte

Computation of Ratio of Earnings to Fixed Charges EXHIBIT 12.1 XTO ENERGY INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except ratios) Three Months Ended March 31, 2009 Year Ended December 31 2008 2007 2006 2005 2004 Income before income tax $ 755 $ 3,026 $ 2,642 $ 2,961 $ 1,810 $ 826 Interest expense 127 494 267 182 154 94 Interest portion of rentals 1 5 5 7 8 7 Earnings be

June 18, 2009 EX-15.1

AWARENESS LETTER ? UNAUDITED INTERIM FINANCIAL INFORMATION

Awareness Letter of KPMG LLP EXHIBIT 15.1 AWARENESS LETTER — UNAUDITED INTERIM FINANCIAL INFORMATION XTO Energy Inc. Fort Worth, Texas Re: Registration Statement on Form S-3 With respect to the subject registration statement, we acknowledge our awareness of the use therein of our report dated May 5, 2009, related to our review of interim financial information. Pursuant to Rule 436 under the Securi

June 18, 2009 EX-4.3

XTO ENERGY INC. Dated as of , 2009 SENIOR DEBT SECURITIES TABLE OF CONTENTS ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 1.1 Definitions 1 SECTION 1.2 Incorporation by Reference of Trust Indenture Act 11 SECTION 1.3 Rul

Exhibit 4.3 XTO ENERGY INC. AND [TRUSTEE], Trustee INDENTURE Dated as of , 2009 SENIOR DEBT SECURITIES TABLE OF CONTENTS ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 1.1 Definitions 1 SECTION 1.2 Incorporation by Reference of Trust Indenture Act 11 SECTION 1.3 Rules of Construction 11 ARTICLE II THE SECURITIES 12 SECTION 2.1 Forms Generally 12 SECTION 2.2 Title and T

June 18, 2009 S-3ASR

As filed with the Securities and Exchange Commission on June 18, 2009

Table of Contents As filed with the Securities and Exchange Commission on June 18, 2009 Registration No.

May 22, 2009 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 19, 2009 XTO ENERGY INC.

May 22, 2009 EX-3.1

AMENDED AND RESTATED BYLAWS OF XTO ENERGY INC. (As of May 19, 2009) ARTICLE I

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF XTO ENERGY INC. (As of May 19, 2009) ARTICLE I Offices Section 1.1. The registered office of XTO Energy Inc. (the ?Corporation?) in the State of Delaware shall be in the City of Wilmington, County of New Castle, State of Delaware or at such other location in the State of Delaware as may be determined by resolution of the Board of Directors. Section 1.2. T

May 6, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 6, 2009 EX-15.1

XTO Energy Inc.:

Awareness Letter of KPMG LLP EXHIBIT 15.1 XTO Energy Inc.: Re: Registration Statements on Form S-8 (Nos. 333-68775, 333-69977, 333-37668, 333-81849, 333-91460, 33-55784, 333-120540 and 333-152016) and on Form S-3 (Nos. 333-122767, 333-123402 and 333-135136) With respect to the subject registration statements, we acknowledge our awareness of the use therein of our report dated May 5, 2009 related t

May 6, 2009 EX-99.1

XTO ENERGY ANNOUNCES 1Q EARNINGS AND RECORD PRODUCTION; INCREASES PRODUCTION GROWTH TARGET TO 16%

News Release EXHIBIT 99.1 [XTO Logo Here] NEWS RELEASE For Immediate Release Number: 09-10 XTO ENERGY ANNOUNCES 1Q EARNINGS AND RECORD PRODUCTION; INCREASES PRODUCTION GROWTH TARGET TO 16% FORT WORTH, TX (May 6, 2009) – XTO Energy Inc. (NYSE-XTO) today reported record first quarter 2009 production of 2.73 billion cubic feet equivalent (Bcfe) per day, up 29% from the first quarter 2008 level of 2.1

May 6, 2009 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 6, 2009 XTO ENERGY INC.

April 17, 2009 DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 3, 2009 PRE 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

February 25, 2009 EX-21.1

SUBSIDIARIES OF XTO ENERGY INC. JURISDICTION OF INCORPORATION Barnett Gathering, LP Texas Cross Timbers Energy Services, Inc. Texas Fayetteville Gathering Company Arkansas HHE Energy Company Delaware HPC Acquisition Corporation Delaware HPT, Inc. Del

EXHIBIT 21.1 SUBSIDIARIES OF XTO ENERGY INC. JURISDICTION OF INCORPORATION Barnett Gathering, LP Texas Cross Timbers Energy Services, Inc. Texas Fayetteville Gathering Company Arkansas HHE Energy Company Delaware HPC Acquisition Corporation Delaware HPT, Inc. Delaware Mountain Gathering, LLC Delaware Nesson Gathering System, LLC Delaware Ringwood Gathering Company Delaware Timberland Gathering & P

February 25, 2009 EX-10.3

EMPLOYMENT AGREEMENT

EX-10.3 2 dex103.htm EMPLOYMENT AGREEMENT - SIMPSON Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into this 18th day of November, 2008, but effective December 1, 2008 (the “Effective Date”), between XTO Energy Inc., a Delaware corporation (“XTO Energy”) (XTO Energy and, to the extent applicable, one or more of its subsidiaries, being collectively referred to

February 25, 2009 EX-10.23

SECOND FORM OF NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES WITH EMPLOYMENT AGREEMENTS UNDER THE XTO ENERGY INC. 2004 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF MAY 20, 2008

EX-10.23 7 dex1023.htm SECOND FORM OF NONQUALIFIED STOCK OPTION AGREEMENT EXHIBIT 10.23 SECOND FORM OF NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES WITH EMPLOYMENT AGREEMENTS UNDER THE XTO ENERGY INC. 2004 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF MAY 20, 2008 THIS AGREEMENT is entered into this day of , 200 , between XTO Energy Inc., a Delaware corporation (the “Company”), and (“Gr

February 25, 2009 EX-10.22

SECOND FORM OF STOCK AWARD AGREEMENT FOR EMPLOYEES WITH EMPLOYMENT AGREEMENTS UNDER THE XTO ENERGY INC. 2004 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF MAY 20, 2008

EX-10.22 6 dex1022.htm SECOND FORM OF STOCK AWARD AGREEMENT - EMPLOYEES EXHIBIT 10.22 SECOND FORM OF STOCK AWARD AGREEMENT FOR EMPLOYEES WITH EMPLOYMENT AGREEMENTS UNDER THE XTO ENERGY INC. 2004 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF MAY 20, 2008 THIS AGREEMENT is entered into this day of , 200 , between XTO Energy Inc., a Delaware corporation (the “Company”), and (“Grantee”), pursuan

February 25, 2009 EX-10.25

THIRD AMENDED AND RESTATED XTO ENERGY INC. MANAGEMENT GROUP EMPLOYEE SEVERANCE PROTECTION PLAN

Exhibit 10.25 THIRD AMENDED AND RESTATED XTO ENERGY INC. MANAGEMENT GROUP EMPLOYEE SEVERANCE PROTECTION PLAN WHEREAS, the Amended and Restated XTO Energy Inc. Management Group Employee Severance Protection Plan (the ?Prior Plan?) was adopted by the Board of Directors acting on behalf of XTO Energy Inc., a Delaware corporation (the ?Company?), effective as of August 20, 2002, and amended and restat

February 25, 2009 EX-10.5

EMPLOYMENT AGREEMENT

EX-10.5 3 dex105.htm EMPLOYMENT AGREEMENT - HUTTON Exhibit 10.5 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into this 18th day of November, 2008, but effective December 1, 2008 (the “Effective Date”), between XTO Energy Inc., a Delaware corporation (“XTO Energy”) (XTO Energy and, to the extent applicable, one or more of its subsidiaries, being collectively referred to h

February 25, 2009 EX-10.32

XTO ENERGY INC. AMENDED AND RESTATED AGREEMENT FOR GRANT

Amended Agreement re Change in Control - Simpson Exhibit 10.32 XTO ENERGY INC. AMENDED AND RESTATED AGREEMENT FOR GRANT This Amended and Restated Agreement for Grant (this “Agreement”) is executed and effective on the 18th day of November, 2008, by and between XTO ENERGY INC., a Delaware corporation (the “Company”), and BOB R. SIMPSON (the “Executive”). RECITALS A. The Company and the Executive en

February 25, 2009 10-K

2008 United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 ¨ TRANSITION REPORT PURSUANT TO

10-K 1 d10k.htm FORM 10-K Table of Contents 2008 United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

February 25, 2009 EX-12.1

XTO ENERGY INC. Computation Of Ratio Of Earnings To Fixed Charges YEAR ENDED DECEMBER 31 (in millions, except ratios) 2008 2007 2006 2005 2004 Income before income tax $ 3,026 $ 2,642 $ 2,961 $ 1,810 $ 826 Interest expense 494 267 182 154 94 Interest

Computation of Ratio of Earnings to Fixed Charges EXHIBIT 12.1 XTO ENERGY INC. Computation Of Ratio Of Earnings To Fixed Charges YEAR ENDED DECEMBER 31 (in millions, except ratios) 2008 2007 2006 2005 2004 Income before income tax $ 3,026 $ 2,642 $ 2,961 $ 1,810 $ 826 Interest expense 494 267 182 154 94 Interest portion of rentals 5 5 7 8 7 Earnings before provision for taxes and fixed charges $ 3

February 25, 2009 EX-10.27

XTO ENERGY INC. AMENDED AND RESTATED OUTSIDE DIRECTORS SEVERANCE PLAN

Amended Outside Directors Severance Plan Exhibit 10.27 XTO ENERGY INC. AMENDED AND RESTATED OUTSIDE DIRECTORS SEVERANCE PLAN WHEREAS, the XTO Energy Inc. Outside Directors Severance Plan was adopted by the Board of Directors acting on behalf of XTO Energy Inc., a Delaware corporation (the “Company”), effective as of August 20, 2002 and previously amended and restated as of August 15, 2006 (the “Pr

February 25, 2009 EX-10.7

EMPLOYMENT AGREEMENT

EX-10.7 4 dex107.htm EMPLOYMENT AGREEMENT - VENNERBERG Exhibit 10.7 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into this 18th day of November, 2008, but effective December 1, 2008 (the “Effective Date”), between XTO Energy Inc., a Delaware corporation (“XTO Energy”) (XTO Energy and, to the extent applicable, one or more of its subsidiaries, being collectively referred

February 25, 2009 EX-10.21

FORM OF AWARD AGREEMENT TO CHAIRMAN UNDER SECTION 11 OF THE XTO ENERGY INC. 2004 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF MAY 20, 2008

EX-10.21 5 dex1021.htm FORM OF STOCK GRANT AGREEMENT TO CHAIRMAN EXHIBIT 10.21 FORM OF AWARD AGREEMENT TO CHAIRMAN UNDER SECTION 11 OF THE XTO ENERGY INC. 2004 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF MAY 20, 2008 THIS AGREEMENT is entered into this day of , 200 , between XTO Energy Inc., a Delaware corporation (herein called “Company”), and (herein called “Grantee”), pursuant to the pr

February 25, 2009 EX-10.33

XTO ENERGY INC. AMENDED AND RESTATED AGREEMENT FOR GRANT

EX-10.33 11 dex1033.htm AMENDED AGREEMENT RE CHANGE IN CONTROL - HUTTON EXHIBIT 10.33 XTO ENERGY INC. AMENDED AND RESTATED AGREEMENT FOR GRANT This Amended and Restated Agreement for Grant (this “Agreement”) is executed and effective on the 18th day of November, 2008, by and between XTO ENERGY INC., a Delaware corporation (the “Company”), and [form for KEITH A. HUTTON, VAUGHN O. VENNERBERG II, LOU

February 23, 2009 EX-3.1

AMENDED AND RESTATED BYLAWS OF XTO ENERGY INC. (As of February 17, 2009) ARTICLE I

EX-3.1 2 v141098ex3-1.htm EXHIBIT 3.1 AMENDED AND RESTATED BYLAWS OF XTO ENERGY INC. (As of February 17, 2009) ARTICLE I Offices Section 1.1. The registered office of XTO Energy Inc. (the “Corporation”) in the State of Delaware shall be in the City of Wilmington, County of New Castle, State of Delaware or at such other location in the State of Delaware as may be determined by resolution of the Boa

February 23, 2009 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 17, 2009 XTO ENERGY INC.

February 19, 2009 EX-99.1

XTO ENERGY ANNOUNCES EARNINGS, PRODUCTION AND CASH FLOW FOR 4Q; REPORTS RECORD PRODUCTION AND CASH FLOW FOR 2008

EXHIBIT 99.1 [XTO Logo Here] NEWS RELEASE For Immediate Release Number: 09-06 XTO ENERGY ANNOUNCES EARNINGS, PRODUCTION AND CASH FLOW FOR 4Q; REPORTS RECORD PRODUCTION AND CASH FLOW FOR 2008 FORT WORTH, TX (February 19, 2009) ? XTO Energy Inc. (NYSE-XTO) today reported record production for fourth quarter 2008 of 2.64 billion cubic feet equivalent (Bcfe) per day, up 29% from the fourth quarter 200

February 19, 2009 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 19, 2009 XTO ENERGY INC.

February 17, 2009 SC 13G/A

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* XTO Energy Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98385X106 (CUSIP Number) December 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

February 3, 2009 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 3, 2009 XTO ENERGY INC.

February 3, 2009 EX-99.1

XTO ENERGY MONETIZES ANOTHER $1.3 BILLION ON COMMODITY HEDGE GAINS; RESETS AN ADDITIONAL 33% OF 2009 HEDGE POSITION

EXHIBIT 99.1 [XTO Logo Here] NEWS RELEASE For Immediate Release Number: 09-03 XTO ENERGY MONETIZES ANOTHER $1.3 BILLION ON COMMODITY HEDGE GAINS; RESETS AN ADDITIONAL 33% OF 2009 HEDGE POSITION FORT WORTH, TX (February 3, 2009) ? XTO Energy Inc. (NYSE-XTO) announced today that over the past two weeks it has entered into early settlement and reset arrangements with respect to an additional 33% of i

January 14, 2009 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 14, 2009 XTO ENERGY INC.

January 14, 2009 EX-99.1

XTO ENERGY MONETIZES AND RESETS 37% OF 2009 HEDGE POSITION

EXHIBIT 99.1 [XTO Logo Here] NEWS RELEASE For Immediate Release Number: 09-01 XTO ENERGY MONETIZES AND RESETS 37% OF 2009 HEDGE POSITION FORT WORTH, TX (January 14, 2009) ? XTO Energy Inc. (NYSE-XTO) announced today that over the past thirty days it has entered into early settlement and reset arrangements with respect to 37% of its 2009 commodity hedge volumes. As a result of these early settlemen

November 21, 2008 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 1, 2008 XTO ENERGY INC.

November 21, 2008 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 18, 2008 XTO ENERGY INC.

November 13, 2008 EX-99.2

XTO ENERGY INC. PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Exhibit 99.2 XTO ENERGY INC. PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The accompanying pro forma consolidated financial statements have been prepared by recording pro forma adjustments to the historical consolidated financial statements of XTO Energy Inc. The pro forma consolidated balance sheet as of June 30, 2008 has been prepared as if the Hunt Petroleum acquisition closed on Jun

November 13, 2008 EX-99.1

HUNT PETROLEUM CORPORATION AND OPERATED ENTITIES OIL AND GAS PRODUCTION OPERATIONS Statement of Combined Revenues and Direct Operating Expenses Year ended December 31, 2007 (Audited) and the six months ended June 30, 2008 and 2007 (Unaudited) (With I

Exhibit 99.1 HUNT PETROLEUM CORPORATION AND OPERATED ENTITIES OIL AND GAS PRODUCTION OPERATIONS Statement of Combined Revenues and Direct Operating Expenses Year ended December 31, 2007 (Audited) and the six months ended June 30, 2008 and 2007 (Unaudited) (With Independent Auditors’ Report Thereon) Independent Auditors’ Report The Board of Directors Hunt Petroleum Corporation: We have audited the

November 13, 2008 8-K/A

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 2, 2008 AMENDMENT NO.

November 5, 2008 EX-15.1

XTO Energy Inc.:

Awareness letter of KPMG LLP EXHIBIT 15.1 XTO Energy Inc.: Re: Registration Statements on Form S-8 (Nos. 333-68775, 333-69977, 333-37668, 333-81849, 333-91460, 33-55784, 333-120540 and 333-152016) and on Form S-3 (No. 333-122767, 333-123402 and 333-135136) With respect to the subject registration statements, we acknowledge our awareness of the use therein of our report dated November 4, 2008 relat

November 5, 2008 EX-99.1

XTO ENERGY ANNOUNCES RECORD PRODUCTION, REVENUES AND CASH FLOW IN THIRD QUARTER

EXHIBIT 99.1 [XTO Logo Here] NEWS RELEASE For Immediate Release Number: 08-42 XTO ENERGY ANNOUNCES RECORD PRODUCTION, REVENUES AND CASH FLOW IN THIRD QUARTER FORT WORTH, TX (November 5, 2008) – XTO Energy Inc. (NYSE-XTO) today reported third quarter 2008 production of 2.39 billion cubic feet equivalent (Bcfe) per day, up 24% from the third quarter 2007 level of 1.93 Bcfe per day, and up 9% sequent

November 5, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-10662 XTO Energy Inc. (Exact name of reg

November 5, 2008 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 5, 2008 XTO ENERGY INC. (E

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 5, 2008 XTO ENERGY INC.

October 3, 2008 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 1, 2008 XTO ENERGY INC.

September 4, 2008 EX-99.1

XTO ENERGY UPDATES PRICE HEDGES; HEDGES FOR 2009 EXCEED 50% OF PROJECTED PRODUCTION VOLUMES

EXHIBIT 99.1 [XTO Logo Here] NEWS RELEASE For Immediate Release Number: 08-35 XTO ENERGY UPDATES PRICE HEDGES; HEDGES FOR 2009 EXCEED 50% OF PROJECTED PRODUCTION VOLUMES FORT WORTH, TX (September 3, 2008) - XTO Energy Inc. (NYSE-XTO) updated today its price hedges for future sales of natural gas and oil production from 2008 through 2010. The following table reflects the Company?s current outstandi

September 4, 2008 8-K

Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 2, 2008 XTO ENERGY INC.

September 2, 2008 424B7

CALCULATION OF REGISTRATION FEE Class of securities registered Shares registered Proposed maximum offering price per share (1) Proposed maximum aggregate offering price (1) Amount of registration fee Common Stock, par value $0.01 per share 23,500,000

Table of Contents CALCULATION OF REGISTRATION FEE Class of securities registered Shares registered Proposed maximum offering price per share (1) Proposed maximum aggregate offering price (1) Amount of registration fee Common Stock, par value $0.

September 2, 2008 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 2, 2008 XTO ENERGY INC.

September 2, 2008 EX-5.1.11

KELLY HART & HALLMAN LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 September 2, 2008

Opinion of Kelly Hart & Hallman LLP Exhibit 5.1.11 KELLY HART & HALLMAN LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 September 2, 2008 XTO Energy Inc. 810 Houston Street, Suite 2000 Fort Worth, Texas 76102 Re: Registration Statement on Form S-3 Ladies and Gentlemen: This firm has acted as counsel to XTO Energy Inc., a Delaware corporation (the “Company”), in connection with the offering

August 29, 2008 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 25, 2008 XTO ENERGY INC.

August 5, 2008 EX-5.1.10

KELLY HART & HALLMAN LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 August 5, 2008

Opinion of Kelly Hart & Hallman LLP EXHIBIT 5.1.10 KELLY HART & HALLMAN LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 August 5, 2008 XTO Energy Inc. 810 Houston Street, Suite 2000 Fort Worth, Texas 76102 Re: Registration Statement on Form S-3 Ladies and Gentlemen: This firm has acted as counsel to XTO Energy Inc., a Delaware corporation (the “Company”), in connection with the filing of a

August 5, 2008 424B5

CALCULATION OF REGISTRATION FEE Class of securities registered Aggregate offering price Amount of registration fee(1) Senior Debt Securities $2,250,000,000 $88,425.00

424B5 1 d424b5.htm DEFINITIVE PROSPECTUS SUPPLEMENT Table of Contents CALCULATION OF REGISTRATION FEE Class of securities registered Aggregate offering price Amount of registration fee(1) Senior Debt Securities $2,250,000,000 $88,425.00 (1) The registration fee is being paid on a deferred basis in reliance upon Rules 456(b) and 457(r) and, in accordance with Rule 457(o), is calculated on the aggre

August 5, 2008 FWP

Final Term Sheet XTO Energy Inc. $250,000,000 5.000% Senior Notes due 2010 $500,000,000 5.750% Senior Notes due 2013 $1,000,000,000 6.500% Senior Notes due 2018 $500,000,000 6.750% Senior Notes due 2037

Filed Pursuant to Rule 433 Registration No. 333-135136 Free Writing Prospectus Dated August 4, 2008 Final Term Sheet XTO Energy Inc. $250,000,000 5.000% Senior Notes due 2010 $500,000,000 5.750% Senior Notes due 2013 $1,000,000,000 6.500% Senior Notes due 2018 $500,000,000 6.750% Senior Notes due 2037 The Senior Notes due 2037 offered hereby constitute a further issuance of and will become fungibl

August 5, 2008 EX-1.6

$2,250,000,000 XTO ENERGY INC. $250,000,000 5.000% Senior Notes due 2010 $500,000,000 5.750% Senior Notes due 2013 $1,000,000,000 6.500% Senior Notes due 2018 $500,000,000 6.750% Senior Notes due 2037 UNDERWRITING AGREEMENT

Underwriting Agreement EXHIBIT 1.6 Execution Copy $2,250,000,000 XTO ENERGY INC. $250,000,000 5.000% Senior Notes due 2010 $500,000,000 5.750% Senior Notes due 2013 $1,000,000,000 6.500% Senior Notes due 2018 $500,000,000 6.750% Senior Notes due 2037 UNDERWRITING AGREEMENT August 4, 2008 LEHMAN BROTHERS INC. BANC OF AMERICA SECURITIES LLC as Representatives of the Underwriters set forth on Schedul

August 5, 2008 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 5, 2008 XTO ENERGY INC. (Exa

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 5, 2008 XTO ENERGY INC.

August 5, 2008 EX-4.3.4

THIRD SUPPLEMENTAL INDENTURE XTO ENERGY INC. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee August 7, 2008 5.00% Senior Notes due 2010 5.75% Senior Notes due 2013 6.50% Senior Notes due 2018 TABLE OF CONTENTS ARTICLE 1 THE NOTES 2 SECTIO

Third Supplemental Indenture EXHIBIT 4.3.4 THIRD SUPPLEMENTAL INDENTURE between XTO ENERGY INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee August 7, 2008 5.00% Senior Notes due 2010 5.75% Senior Notes due 2013 6.50% Senior Notes due 2018 TABLE OF CONTENTS ARTICLE 1 THE NOTES 2 SECTION 1.1. Designation of Notes; Establishment of Form. 2 SECTION 1.2. Amount. 3 SECTION 1.3. Redem

August 4, 2008 424B3

Subject to Completion, dated August 4, 2008

Table of Contents Filed pursuant to Rule 424(b)(3) SEC File No.333-135136 The information in this preliminary prospectus supplement is not complete and may be changed. The registration statement to which this preliminary prospectus supplement relates is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not solicit

July 30, 2008 EX-10.1

FORM OF STOCK AWARD AGREEMENT FOR EMPLOYEES WITH EMPLOYMENT AGREEMENTS UNDER THE XTO ENERGY INC. 2004 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF MAY 20, 2008

EXHIBIT 10.1 FORM OF STOCK AWARD AGREEMENT FOR EMPLOYEES WITH EMPLOYMENT AGREEMENTS UNDER THE XTO ENERGY INC. 2004 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF MAY 20, 2008 THIS AGREEMENT is entered into this day of , 200, between XTO Energy Inc., a Delaware corporation (the ?Company?), and (?Grantee?), pursuant to the provisions of the XTO Energy Inc. 2004 Stock Incentive Plan, as Amended

July 30, 2008 EX-15.1

XTO Energy Inc.:

Awareness letter of KPMG LLP EXHIBIT 15.1 XTO Energy Inc.: Re: Registration Statements on Form S-8 (Nos. 333-68775, 333-69977, 333-37668, 333-81849, 333-91460, 33-55784, 333-120540 and 333-152016) and on Form S-3 (No. 333-122767, 333-123402 and 333-135136) With respect to the subject registration statements, we acknowledge our awareness of the use therein of our report dated July 30, 2008 related

July 30, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-10662 XTO Energy Inc. (Exact name of registra

July 30, 2008 EX-10.3

COMMITMENT INCREASE AND ACCESSION AGREEMENT

Exhibit 10.3 COMMITMENT INCREASE AND ACCESSION AGREEMENT THIS COMMITMENT INCREASE AND ACCESSION AGREEMENT (this ?Agreement?) dated as of July 17, 2008, is among DNB NOR BANK ASA (?DnB NOR?) and MERRILL LYNCH BANK USA (?Merrill? and, together with DnB Nor, each a ?New Lender? and collectively, the ?New Lenders?); EXPORT DEVELOPMENT CANADA (?EDC?) and COMPASS BANK (?Compass? and, together with EDC,

July 24, 2008 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 24, 2008 XTO ENERGY INC.

July 24, 2008 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 18, 2008 XTO ENERGY INC.

July 24, 2008 EX-5.1.9

KELLY HART & HALLMAN LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 July 24, 2008

Opinion of Kelly Hart & Hallman LLP EXHIBIT 5.1.9 KELLY HART & HALLMAN LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 July 24, 2008 XTO Energy Inc. 810 Houston Street, Suite 2000 Fort Worth, Texas 76102 Re: Registration Statement on Form S-3 Ladies and Gentlemen: This firm has acted as counsel to XTO Energy Inc., a Delaware corporation (the “Company”), in connection with the offering by t

July 24, 2008 EX-2.1

PURCHASE AND SALE AGREEMENT Between and Among HOLLIS R. SULLIVAN, INC., OTHER SELLING OWNERS SURFACE OWNERS As “Seller” XTO ENERGY INC. As “Buyer” Dated July 18, 2008 TABLE OF CONTENTS 1. DEFINITIONS 1 2. PURCHASE AND SALE 11 2.1 Purchase and Sale 11

EX-2.1 2 dex21.htm PURCHASE AND SALE AGREEMENT Exhibit 2.1 PURCHASE AND SALE AGREEMENT Between and Among HOLLIS R. SULLIVAN, INC., OTHER SELLING OWNERS & SURFACE OWNERS As “Seller” And XTO ENERGY INC. As “Buyer” Dated July 18, 2008 TABLE OF CONTENTS 1. DEFINITIONS 1 2. PURCHASE AND SALE 11 2.1 Purchase and Sale 11 2.2 Purchase Price 11 2.3 Adjustments to Base Purchase Price 12 2.4 Procedure for Ca

July 24, 2008 424B5

CALCULATION OF REGISTRATION FEE Class of securities registered Shares registered(1) Offering price per share Aggregate offering price Amount of registration fee(2) Common Stock, par value $0.01 per share 29,900,000 $ 48.00 $ 1,435,200,000 $ 56,403.36

DEFINITIVE PROSPECTUS SUPPLEMENT Table of Contents CALCULATION OF REGISTRATION FEE Class of securities registered Shares registered(1) Offering price per share Aggregate offering price Amount of registration fee(2) Common Stock, par value $0.

July 24, 2008 EX-1.5

26,000,000 Shares XTO ENERGY INC. UNDERWRITING AGREEMENT

EX-1.5 2 dex15.htm UNDERWRITING AGREEMENT Exhibit 1.5 EXECUTION VERSION 26,000,000 Shares XTO ENERGY INC. UNDERWRITING AGREEMENT July 23, 2008 LEHMAN BROTHERS INC. J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC as Representatives of the Underwriters set forth on Schedule 1 hereto c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: XTO Energy Inc., a Delaware

July 22, 2008 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 22, 2008 XTO ENERGY INC. (Exac

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 22, 2008 XTO ENERGY INC.

July 22, 2008 EX-99.1

XTO ENERGY ANNOUNCES RECORD PRODUCTION AND REVENUES FOR SECOND QUARTER

News Release EXHIBIT 99.1 [XTO Logo Here] NEWS RELEASE For Immediate Release Number: 08-24 XTO ENERGY ANNOUNCES RECORD PRODUCTION AND REVENUES FOR SECOND QUARTER FORT WORTH, TX (July 22, 2008) – XTO Energy Inc. (NYSE-XTO) today reported record production in the second quarter 2008 of 2.20 billion cubic feet equivalent (Bcfe) per day, up 29% from the second quarter 2007 level of 1.70 Bcfe per day,

July 22, 2008 424B3

Subject to Completion, dated July 22, 2008

Table of Contents Filed pursuant to Rule 424(b)(3) SEC File No.333-135136 The information in this preliminary prospectus supplement is not complete and may be changed. The registration statement to which this preliminary prospectus supplement relates is effective. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting an offer

July 18, 2008 EX-2.1

Agreement of Sale and Purchase Headington Oil Company LLC, et al. as Seller XTO Energy Inc. as Buyer Dated May 23, 2008 Table of Contents Page 1. Property to be Sold and Purchased 1 (a) Leases 1 (b) Permits 1 (c) Contracts 2 (d) Equipment 2 (e) Data

EX-2.1 2 dex21.htm AGREEMENT OF SALE AND PURCHASE DATED MAY 23, 2008 EXHIBIT 2.1 Agreement of Sale and Purchase Headington Oil Company LLC, et al. as Seller and XTO Energy Inc. as Buyer Dated May 23, 2008 Table of Contents Page 1. Property to be Sold and Purchased 1 (a) Leases 1 (b) Permits 1 (c) Contracts 2 (d) Equipment 2 (e) Data 2 (f) Nesson 2 (g) Sidney Field Office 2 (h) Excluded Properties

July 18, 2008 8-K

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 15, 2008 XTO ENERGY INC.

July 18, 2008 EX-2.2

HUNT PETROLEUM/HASSIE COMPANIES ACQUISITION AGREEMENT

EX-2.2 3 dex22.htm ACQUISITION AGREEMENT DATED JUNE 9, 2008 EXHIBIT 2.2 HUNT PETROLEUM/HASSIE COMPANIES ACQUISITION AGREEMENT This Agreement (“Agreement”) is entered into on the date set forth on the signature page hereto (the “Sig Page”) by Hunt Petroleum Corporation, a Delaware corporation (“HPC”), Hassie Hunt Exploration Company, a Delaware corporation (“HHEC”), Hassie Hunt Production Company,

July 15, 2008 424B7

CALCULATION OF REGISTRATION FEE Class of securities registered Shares registered Proposed maximum offering price per share (1) Proposed maximum aggregate offering price (1) Amount of registration fee Common Stock, par value $0.01 per share 11,742,391

Table of Contents Filed pursuant to Rule 424 (b)(7) SEC File No. 333-135136 CALCULATION OF REGISTRATION FEE Class of securities registered Shares registered Proposed maximum offering price per share (1) Proposed maximum aggregate offering price (1) Amount of registration fee Common Stock, par value $0.01 per share 11,742,391 $59.375 $697,204,466 $27,400.14 (1) The registration fee is being paid on

July 15, 2008 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 15, 2008 XTO ENERGY INC.

July 15, 2008 424B7

CALCULATION OF REGISTRATION FEE Class of securities registered Shares registered Proposed maximum offering price per share (1) Proposed maximum aggregate offering price (1) Amount of registration fee Common Stock, par value $0.01 per share 11,742,391

Table of Contents Filed pursuant to Rule 424 (b)(7) SEC File No. 333-135136 CALCULATION OF REGISTRATION FEE Class of securities registered Shares registered Proposed maximum offering price per share (1) Proposed maximum aggregate offering price (1) Amount of registration fee Common Stock, par value $0.01 per share 11,742,391 $59.375 $697,204,466 $27,400.14 (1) The registration fee is being paid on

July 15, 2008 EX-5.1.8

KELLY HART & HALLMAN LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 July 15, 2008

Opinion of Kelly Hart & Hallman LLP EXHIBIT 5.1.8 KELLY HART & HALLMAN LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 July 15, 2008 XTO Energy Inc. 810 Houston Street, Suite 2000 Fort Worth, Texas 76102 Re: Registration Statement on Form S-3 Ladies and Gentlemen: This firm has acted as counsel to XTO Energy Inc., a Delaware corporation (the “Company”), in connection with the offering by c

June 30, 2008 EX-15.1

AWARENESS LETTER OF KPMG LLP

Awareness Letter of KPMG LLP EXHIBIT 15.1 AWARENESS LETTER OF KPMG LLP XTO Energy Inc. Re: Registration Statement on Form S-8 With respect to the subject registration statement, we acknowledge our awareness of the use therein of our report dated May 1, 2008, incorporated by reference, related to our review of interim financial information. Pursuant to Rule 436 under the Securities Act of 1933 (the

June 30, 2008 S-8

As filed with the Securities and Exchange Commission on June 30, 2008

S-8 1 ds8.htm FORM S-8 As filed with the Securities and Exchange Commission on June 30, 2008 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 XTO ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 75-2347769 (State or other jurisdiction of incorporation or organiza

June 12, 2008 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 9, 2008 XTO ENERGY INC.

June 4, 2008 11-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2007 o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECU

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2007 OR o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 1-10662 A. Full title of the plan and the address of the plan, if different from that of the issuer

May 30, 2008 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 23, 2008 XTO ENERGY INC.

May 30, 2008 EX-24.1

EX-24.1

rrd186836210864.html POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Frank G. McDonald, Kathy L. Cox, Scott T. Agosta, and Virginia N. Anderson, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of XTO Energy I

May 22, 2008 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 20, 2008 XTO ENERGY INC.

May 5, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-10662 XTO Energy Inc. (Exact name of registr

May 5, 2008 EX-15.1

XTO Energy Inc.:

Awareness Letter of KPMG LLP EXHIBIT 15.1 XTO Energy Inc.: Re: Registration Statements on Form S-8 (Nos. 333-68775, 333-69977, 333-37668, 333-81849, 333-91460, 33-55784 and 333-120540) and on Form S-3 (Nos. 333-122767, 333-123402 and 333-135136) With respect to the subject registration statements, we acknowledge our awareness of the use therein of our report dated May 1, 2008 related to our review

April 23, 2008 EX-99.1

XTO ENERGY ANNOUNCES 1Q EARNINGS AND RECORD PRODUCTION

EXHIBIT 99.1 [XTO Logo Here] NEWS RELEASE For Immediate Release Number: 08-14 XTO ENERGY ANNOUNCES 1Q EARNINGS AND RECORD PRODUCTION FORT WORTH, TX (April 23, 2008) - XTO Energy Inc. (NYSE-XTO) today reported record first quarter 2008 production of 2.11 billion cubic feet equivalent (Bcfe) per day, up 32% from the first quarter 2007 level of 1.60 Bcfe per day. Total revenues for the first quarter

April 23, 2008 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 23, 2008 XTO ENERGY INC.

April 21, 2008 DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFINITIVE NOTICE & PROXY STATEMENT Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 16, 2008 EX-5.1.7

KELLY HART & HALLMAN LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 April 16, 2008

Opinion of Kelly Hart & Hallman LLP EXHIBIT 5.1.7 KELLY HART & HALLMAN LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 April 16, 2008 XTO Energy Inc. 810 Houston Street, Suite 2000 Fort Worth, Texas 76102 Re: Registration Statement on Form S-3 Ladies and Gentlemen: This firm has acted as counsel to XTO Energy Inc., a Delaware corporation (the “Company”), in connection with the filing of a

April 16, 2008 EX-1.4

$2,000,000,000 XTO ENERGY INC. $400,000,000 4.625% Senior Notes due 2013 $800,000,000 5.500% Senior Notes due 2018 $800,000,000 6.375% Senior Notes due 2038 UNDERWRITING AGREEMENT

EX-1.4 2 dex14.htm UNDERWRITING AGREEMENT Exhibit 1.4 Execution Copy $2,000,000,000 XTO ENERGY INC. $400,000,000 4.625% Senior Notes due 2013 $800,000,000 5.500% Senior Notes due 2018 $800,000,000 6.375% Senior Notes due 2038 UNDERWRITING AGREEMENT April 15, 2008 LEHMAN BROTHERS INC. CITIGROUP GLOBAL MARKETS INC. MERRILL LYNCH & CO. as Representatives of the Underwriters set forth on Schedule I he

April 16, 2008 424B5

CALCULATION OF REGISTRATION FEE Class of securities registered Aggregate offering price Amount of registration fee(1) Senior Debt Securities $2,000,000,000 $78,600

Table of Contents CALCULATION OF REGISTRATION FEE Class of securities registered Aggregate offering price Amount of registration fee(1) Senior Debt Securities $2,000,000,000 $78,600 (1) The registration fee is being paid on a deferred basis in reliance upon Rules 456(b) and 457(r) and, in accordance with Rule 457(o), is calculated on the aggregate price of all securities.

April 16, 2008 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 16, 2008 XTO ENERGY INC.

April 16, 2008 EX-4.3.3

SECOND SUPPLEMENTAL INDENTURE XTO ENERGY INC. THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee April 18, 2008 4.625% Senior Notes due 2013 5.500% Senior Notes due 2018 6.375% Senior Notes due 2038 TABLE OF CONTENTS SECOND SUPPLEMENTAL INDENTURE

EX-4.3.3 3 dex433.htm SECOND SUPPLEMENTAL INDENTURE Exhibit 4.3.3 SECOND SUPPLEMENTAL INDENTURE between XTO ENERGY INC. and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee April 18, 2008 4.625% Senior Notes due 2013 5.500% Senior Notes due 2018 6.375% Senior Notes due 2038 TABLE OF CONTENTS ARTICLE 1 THE NOTES 2 SECTION 1.1. Designation of Notes; Establishment of Form 2 SECTION 1.2. Amount 3

April 15, 2008 FWP

Final Term Sheet XTO Energy Inc. $400,000,000 4.625% Senior Notes due 2013 $800,000,000 5.500% Senior Notes due 2018 $800,000,000 6.375% Senior Notes due 2038 Trade Date: April 15, 2008 Settlement Date: April 18, 2008 Legal Format: SEC Registered Rat

Filed Pursuant to Rule 433 Registration No. 333-135136 Free Writing Prospectus Dated April 15, 2008 Final Term Sheet XTO Energy Inc. $400,000,000 4.625% Senior Notes due 2013 $800,000,000 5.500% Senior Notes due 2018 $800,000,000 6.375% Senior Notes due 2038 Trade Date: April 15, 2008 Settlement Date: April 18, 2008 Legal Format: SEC Registered Ratings: Baa2 / BBB Security Type: $400,000,000 4.625

April 15, 2008 424B3

Subject to Completion, dated April 15, 2008

Table of Contents File pursuant to Rule 424(b)(3) SEC File No. 333-135136 The information in this preliminary prospectus supplement is not complete and may be changed. The registration statement to which this preliminary prospectus supplement relates is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not solicit

February 26, 2008 EX-10.44

FOURTH AMENDMENT TERM LOAN CREDIT AGREEMENT dated as of February 6, 2008 XTO ENERGY INC., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, The Lenders Party Hereto BNP PARIBAS, as Syndication Agent THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

EX-10.44 5 dex1044.htm FOURTH AMENDMENT TO TERM LOAN AGREEMENT Exhibit 10.44 FOURTH AMENDMENT TO TERM LOAN CREDIT AGREEMENT dated as of February 6, 2008 among XTO ENERGY INC., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and The Lenders Party Hereto BNP PARIBAS, as Syndication Agent and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CITIBANK, N.A., and JPMORGAN CHASE BANK, N.A., as Co-Doc

February 26, 2008 EX-21.1

SUBSIDIARIES OF XTO ENERGY INC. Jurisdiction of Incorporation Barnett Gathering, LP Texas Cross Timbers Energy Services, Inc. Texas Ringwood Gathering Company Delaware Timberland Gathering & Processing Company, Inc. Texas Trend Gathering & Treating,

EXHIBIT 21.1 SUBSIDIARIES OF XTO ENERGY INC. Jurisdiction of Incorporation Barnett Gathering, LP Texas Cross Timbers Energy Services, Inc. Texas Ringwood Gathering Company Delaware Timberland Gathering & Processing Company, Inc. Texas Trend Gathering & Treating, LP Texas WTW Properties, Inc. Texas XTO Energy Partners Operating, LLC Delaware XTO Resources I GP, LLC Delaware XTO Resources I LP, LLC

February 26, 2008 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10662 XTO Energ

February 26, 2008 EX-10.39

FOURTH AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT dated as of February 6, 2008 XTO ENERGY INC., as Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, The Lenders Party Hereto BANK OF AMERICA, N.A., BNP PARIBAS, SUNTRUST BANK, WACHOVIA

Fourth Amendment to 5-Year Revolving Credit Agreement Exhibit 10.39 FOURTH AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT dated as of February 6, 2008 among XTO ENERGY INC., as Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and The Lenders Party Hereto BANK OF AMERICA, N.A., BNP PARIBAS, SUNTRUST BANK, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents and THE BANK OF

February 26, 2008 EX-12.1

XTO ENERGY INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except ratios) Year Ended December 31 2007 2006 2005 2004 2003 Income before income tax and cumulative effect of accounting change $ 2,642 $ 2,961 $ 1,810 $ 826 $ 444 Int

Computation of Ratio of Earnings to Fixed Charges EXHIBIT 12.1 XTO ENERGY INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except ratios) Year Ended December 31 2007 2006 2005 2004 2003 Income before income tax and cumulative effect of accounting change $ 2,642 $ 2,961 $ 1,810 $ 826 $ 444 Interest expense 267 182 154 94 64 Interest portion of rentals 5 7 8 7 9 Earnings before p

February 26, 2008 EX-10.34

DESCRIPTION OF MATCHING CHARITABLE CONTRIBUTION PROGRAM FOR OFFICER AND DIRECTORS OF XTO ENERGY INC.

EX-10.34 3 dex1034.htm DESCRIPTION OF MATCHING CHARITABLE CONTRIBUTION PROGRAM Exhibit 10.34 DESCRIPTION OF MATCHING CHARITABLE CONTRIBUTION PROGRAM FOR OFFICER AND DIRECTORS OF XTO ENERGY INC. XTO Energy Inc. has a matching charitable contribution program for directors and officers of the Company as part of the Company’s program to support higher education. Under the program, the Company will mat

February 26, 2008 EX-10.18

FORM OF STOCK GRANT AGREEMENT (WITH RESTRICTIONS) FOR NON-EMPLOYEE DIRECTORS UNDER SECTION 11 OF THE XTO ENERGY INC. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN

Exhibit 10.18 FORM OF STOCK GRANT AGREEMENT (WITH RESTRICTIONS) FOR NON-EMPLOYEE DIRECTORS UNDER SECTION 11 OF THE XTO ENERGY INC. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN THIS AGREEMENT is entered into this day of , 200 , between XTO Energy Inc., a Delaware corporation (herein called ?Company?), and (herein called ?Grantee?), pursuant to the provisions of the XTO Energy Inc. Amended and Res

February 15, 2008 EX-5.1.6

KELLY HART & HALLMAN LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 February 14, 2008

Opinion of Kelly Hart & Hallman LLP EXHIBIT 5.1.6 KELLY HART & HALLMAN LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 February 14, 2008 XTO Energy Inc. 810 Houston Street, Suite 2000 Fort Worth, Texas 76102 Re: Registration Statement on Form S-3 Ladies and Gentlemen: This firm has acted as counsel to XTO Energy Inc., a Delaware corporation (the “Company”), in connection with the offering

February 15, 2008 EX-1.4

20,000,000 Shares XTO ENERGY INC. UNDERWRITING AGREEMENT

EX-1.4 2 dex14.htm UNDERWRITING AGREEMENT EXHIBIT 1.4 Execution Version 20,000,000 Shares XTO ENERGY INC. UNDERWRITING AGREEMENT February 14, 2008 LEHMAN BROTHERS INC. GOLDMAN, SACHS & CO. J.P. MORGAN SECURITIES INC. as Representatives of the Underwriters set forth on Schedule 1 hereto c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: XTO Energy Inc., a Del

February 15, 2008 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 15, 2008 XTO ENERGY INC.

February 15, 2008 424B5

CALCULATION OF REGISTRATION FEE Class of securities registered Shares registered(1) Offering price per share Aggregate offering price Amount of registration fee(2) Common Stock, par value $0.01 per share 23,000,000 $55.00 $1,265,000,000 $49,714.50

Table of Contents Filed pursuant to Rule 424(b)(5) SEC File No. 333-135136 CALCULATION OF REGISTRATION FEE Class of securities registered Shares registered(1) Offering price per share Aggregate offering price Amount of registration fee(2) Common Stock, par value $0.01 per share 23,000,000 $55.00 $1,265,000,000 $49,714.50 (1) Includes 3,000,000 shares which the Underwriters have the option to purch

February 14, 2008 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 13, 2008 XTO ENERGY INC.

February 14, 2008 SC 13G/A

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* XTO Energy Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98385X106 (CUSIP Number) December 31, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

February 14, 2008 EX-23.2.1

Miller and Lents, Ltd. International Oil and Gas Consultants Twenty-Seventh Floor 1100 Louisiana Houston, Texas 77002-5216 February 13, 2008

Consent EXHIBIT 23.2.1 Miller and Lents, Ltd. International Oil and Gas Consultants Twenty-Seventh Floor 1100 Louisiana Houston, Texas 77002-5216 February 13, 2008 XTO Energy Inc. 810 Houston Street Fort Worth, Texas 76102 Re: Securities and Exchange Commission Form S-3 Registration Statement, No. 333-135136 The firm of Miller and Lents, Ltd. hereby consents to the use of its name and to the refer

February 13, 2008 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 12, 2008 XTO ENERGY INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 12, 2008 XTO ENERGY INC.

February 13, 2008 424B3

Subject to Completion, dated February 13, 2008

The information in this preliminary prospectus supplement is not complete and may be changed.

February 13, 2008 EX-99.1

XTO ENERGY ACQUIRES $1 BILLION IN PRODUCING PROPERTIES AND LEASEHOLD; ELECTS NOT TO PROCEED WITH MASTER LIMITED PARTNERSHIP

Exhibit 99.1 [XTO Logo Here] NEWS RELEASE For Immediate Release Number: 08-05 XTO ENERGY ACQUIRES $1 BILLION IN PRODUCING PROPERTIES AND LEASEHOLD; ELECTS NOT TO PROCEED WITH MASTER LIMITED PARTNERSHIP FORT WORTH, TX (February 12, 2008) - XTO Energy Inc. (NYSE-XTO) announced today that it has entered into definitive agreements with multiple parties to acquire producing properties located in our Ea

February 12, 2008 EX-99.1

XTO ENERGY ANNOUNCES EARNINGS, RECORD PRODUCTION AND CASH FLOW FOR 4Q; REPORTS RECORD PRODUCTION AND CASH FLOW FOR 2007; INCREASES TOTAL PRODUCTION BY 19% FOR THE YEAR

EXHIBIT 99.1 [XTO Logo Here] NEWS RELEASE For Immediate Release Number: 08-02 XTO ENERGY ANNOUNCES EARNINGS, RECORD PRODUCTION AND CASH FLOW FOR 4Q; REPORTS RECORD PRODUCTION AND CASH FLOW FOR 2007; INCREASES TOTAL PRODUCTION BY 19% FOR THE YEAR FORT WORTH, TX (February 12, 2008) ?XTO Energy Inc. (NYSE-XTO) today reported record production for fourth quarter 2007 of 2.05 billion cubic feet equival

February 12, 2008 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 12, 2008 XTO ENERGY INC.

February 7, 2008 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 1 form8k.htm FORM 8-K REVOLVER & TERM LOAN AMENDMENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 5, 2008 XTO ENERGY INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction o

January 31, 2008 CORRESP

January 31, 2008

January 31, 2008 Securities and Exchange Commission Division of Corporation Finance 100 F.

January 7, 2008 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 31, 2007 XTO ENERGY INC.

January 7, 2008 EX-10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

EX-10.1 2 exhibit101.htm EXHIBIT 10.1 AMENDEMENT TO EMPLOYMENT AGREEMENT EXHIBIT 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT WHEREAS, the Employment Agreement (the “Agreement”) was executed and effective on the 16th day of May, 2006, by and between XTO ENERGY INC., a Delaware corporation (the “Company”), and BOB R. SIMPSON (the “Employee”); and WHEREAS, pursuant to Section 18 of the Agreement, the Agre

January 7, 2008 EX-10.2

AMENDMENT NUMBER TWO TO XTO ENERGY INC. AMENDED AND RESTATED AGREEMENT

EXHIBIT 10.2 AMENDMENT NUMBER TWO TO XTO ENERGY INC. AMENDED AND RESTATED AGREEMENT WHEREAS, the Amended and Restated Agreement was executed and effective on the 15th day of October, 2004, by and between XTO ENERGY INC., a Delaware corporation (the ?Company?), and BOB R. SIMPSON (the ?Executive?), and was amended by that Amendment No. One to XTO Energy Inc. Amended and Restated Agreement (as amend

November 19, 2007 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 13, 2007 XTO ENERGY INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 13, 2007 XTO ENERGY INC.

November 16, 2007 EX-99.2

XTO ENERGY SETS 2008 DEVELOPMENT BUDGET OF $2.6 BILLION; BUDGETS $400 MILLION FOR PIPELINE AND RELATED FACILITIES; TARGETS PRODUCTION GROWTH OF 17%

EX-99.2 3 v094772ex99-2.htm Exhibit 99.2 [XTO Logo Here] NEWS RELEASE For Immediate Release Number: 07-30 XTO ENERGY SETS 2008 DEVELOPMENT BUDGET OF $2.6 BILLION; BUDGETS $400 MILLION FOR PIPELINE AND RELATED FACILITIES; TARGETS PRODUCTION GROWTH OF 17% FORT WORTH, TX (November 14, 2007) - XTO Energy Inc. (NYSE-XTO) today announced that its Board of Directors has approved a 2008 capital budget for

November 16, 2007 EX-99.1

XTO ENERGY ANNOUNCES FIVE-FOR-FOUR STOCK SPLIT WITH DIVIDEND INCREASE

Exhibit 99.1 [XTO Logo Here] NEWS RELEASE For Immediate Release Number: 07-29 XTO ENERGY ANNOUNCES FIVE-FOR-FOUR STOCK SPLIT WITH DIVIDEND INCREASE FORT WORTH, TX (November 14, 2007) - XTO Energy Inc. (NYSE-XTO) announced today that its Board of Directors has declared a five-for-four stock split of its common stock and will maintain its quarterly cash dividend of twelve cents per share, effecting

November 16, 2007 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 14, 2007 XTO ENERGY INC.

November 13, 2007 8-K/A

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 31, 2007 AMENDMENT NO.

November 13, 2007 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 1 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2007 ¨ TRANSITION RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 1 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2007 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-10662 XTO Energy Inc. (Exact name of registra

November 13, 2007 CORRESP

* * *

SEC Response Letter November 13, 2007 United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 7010 100 F Street, N.

November 13, 2007 EX-99.2

XTO ENERGY INC. PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The unaudited pro forma condensed combined balance sheet EXHIBIT 99.2 XTO ENERGY INC. PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The accompanying pro forma consolidated financial statements have been prepared by recording pro forma adjustments to the historical consolidated financial statements of XTO Energy Inc. The pro forma consolidated balance sheet as of June 30, 2007 has been pr

November 13, 2007 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 1 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2007 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-10662 XTO Energy Inc. (Exact name of registr

November 13, 2007 EX-99.1

- 2 -

EX-99.1 3 dex991.htm THE UNAUDITED STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES EXHIBIT 99.1 INDEPENDENT AUDITORS’ REPORT To the Board of Directors and Stockholders of Dominion Resources, Inc. Richmond, Virginia We have audited the accompanying statement of revenues and direct operating expenses of the Dominion Resources, Inc.’s Gulf Coast, Rocky Mountain, and San Juan Exploration & Produc

November 5, 2007 EX-15.1

XTO Energy Inc.:

Awareness letter of KPMG LLP EXHIBIT 15.1 XTO Energy Inc.: Re: Registration Statements on Form S-8 (Nos. 333-68775, 333-69977, 333-37668, 333-81849, 333-91460, 333-55784 and 333-120540) and on Form S-3 (Nos. 333-122767, 333-123402 and 333-135136) With respect to the subject registration statements, we acknowledge our awareness of the use therein of our report dated November 2, 2007 related to our

November 5, 2007 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-10662 XTO Energy Inc. (Exact name of reg

October 29, 2007 CORRESP

October 29, 2007

October 29, 2007 Securities and Exchange Commission Division of Corporation Finance 100 F.

October 23, 2007 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 23, 2007 XTO ENERGY INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 23, 2007 XTO ENERGY INC.

October 23, 2007 EX-99.1

XTO ENERGY ANNOUNCES RECORD PRODUCTION AND CASH FLOW IN THIRD QUARTER

EX-99.1 2 v091069ex99-1.htm EXHIBIT 99.1 [XTO Logo Here] NEWS RELEASE For Immediate Release Number: 07-26 XTO ENERGY ANNOUNCES RECORD PRODUCTION AND CASH FLOW IN THIRD QUARTER FORT WORTH, TX (October 23, 2007) - XTO Energy Inc. (NYSE-XTO) today reported record third quarter 2007 production of 1.928 billion cubic feet equivalent (Bcfe) per day, up 24% from the third quarter 2006 level of 1.553 Bcfe

October 12, 2007 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 31, 2007 AMENDMENT NO. 1 XTO

Amendment 1 to Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 31, 2007 AMENDMENT NO.

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