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Investor
Notices 2 NYSE: DVN NASDAQ: XTEX & XTXI Safe Harbor Some of the
information provided in this presentation includes “forward-looking
statements” as defined by the Securities and Exchange Commission (SEC). Words
such as “forecasts," "projections," "estimates,"
"plans," "expectations," "targets," and other
comparable terminology often identify forward-looking statements. Such
statements concerning future performance are subject to a variety of risks
and uncertainties that could cause Devon’s or Crosstex’s actual results to
differ materially from the forward-looking statements contained herein,
including as a result of the items described under "Risk Factors"
in Devon’s or Crosstex’s most recent Form 10-K. These include, but are not
limited to, Devon’s and Crosstex’s ability to integrate their businesses
successfully. Any forward-looking statement speaks only as of the date on
which such statement is made, and Devon and Crosstex undertake no obligation
to correct or update any forward-looking statement, whether as a result of
new information, future events or otherwise, except as required by applicable
law. Cautionary Note to Investors Investors are urged to consider closely
disclosures in Devon’s and Crosstex’s Form 10-K, available from the SEC by
calling 1-800-SEC-0330 or from the SEC’s website at www.sec.gov. Additional
Information and Where to Find It This presentation contains information about
the proposed merger involving a Devon entity and Crosstex Energy Inc. In
connection with the proposed mergers, the new General Partner entity will
file with the Securities and Exchange Commission (SEC) a registration
statement on Form S-4 that will include a proxy statement/prospectus.
Investors and stockholders are urged to read the proxy statement/prospectus
and other relevant documents filed or to be filed with the SEC. These
documents (when they become available), and any other documents filed by
Crosstex or Devon with the SEC, may be obtained free of charge at the SEC’s
website, at www.sec.gov. In addition, shareholders will be able to obtain
free copies of the proxy statement/prospectus from Crosstex Energy, Inc. by
contacting Investor Relations by mail at Attention: Investor Relations, 2501
Cedar Springs, Dallas, Texas 75201. Participants in the Solicitation Devon,
Crosstex and their respective directors and officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Crosstex
Energy, Inc. in respect of the proposed transaction. Information regarding
the persons who may, under the rules of the SEC, be deemed participants in
the solicitation of the stockholders of Crosstex Energy, Inc. in connection
with the proposed transaction, including a description of their direct or
indirect interests, by security holdings or otherwise, will be set forth in
the proxy statement/prospectus when it is filed with the SEC. Information
regarding Crosstex Energy, Inc.’s directors and executive officers is
contained in its Annual Report on Form 10-K for the year ended December 31,
2012, which is filed with the SEC. Information regarding Devon’s directors
and executive officers is contained in its Annual Report on Form 10-K for the
year ended December 31, 2012, which is filed with the SEC. Non-GAAP Financial
Information This presentation contains non-generally accepted accounting
principle financial measures that Devon and Crosstex refer to as adjusted
EBITDA. Adjusted EBITDA is defined as net income plus interest expense,
provision for income taxes, depreciation and amortization expense,
impairments, stock-based compensation, (gain) loss on non-cash derivatives,
distribution from a limited liability company and non-controlling interest;
less gain on sale of property and equity in income (loss) of limited
liability company. Devon and Crosstex believe this non-GAAP measure is useful
to investors because it may provide users of this financial information with
a meaningful comparison between current results and prior-reported results.
Adjusted EBITDA, as defined above, is not a measure of financial performance
or liquidity under GAAP. This measure should not be considered in isolation
or as an indicator of Devon’s, Crosstex’s or the New Company’s performance. Furthermore,
it should not be seen as a measure of liquidity or a substitute for a metric
prepared in accordance with GAAP.
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