EXHIBIT 99.1
                                                                   ------------

                                                                      N E X E N

                           NEXEN IN. 801-7th Ave. SW Calgary, AB Canada T2P 3P7
                           T 403 699-4000  F 403 699-5776  www.nexeninc.com


N  E  W  S      R  E  L  E  A  S  E

                                                          For immediate release


      CURRENT PRODUCTION AT ANNUAL HIGH FOLLOWING START-UP OF NEW PROJECTS

CALGARY,  ALBERTA,  OCTOBER  28, 2009  -Throughout  the third  quarter,  we made
significant progress in advancing our strategies.  We successfully  executed the
planned turnaround at Long Lake, announced the largest discovery in the UK North
Sea in the last ten years after Buzzard,  and moved our  breakevens  down on our
Horn River shale gas play. We also started up Ettrick in the North Sea and added
incremental volumes from successful infill drilling at Telford.  Longhorn in the
Gulf of Mexico started up earlier this week. Current production rates are now at
an annual  high.  A summary  of our  quarterly  results,  together  with  recent
highlights, is as follows:

o    CASH FLOW OF $379  MILLION  ($0.73/SHARE)  AND NET  INCOME OF $122  MILLION
     ($0.23/SHARE)

o    PRODUCTION  BEFORE  ROYALTIES OF 214,000 BOE/D  IMPACTED BY TURNAROUND  AND
     MAINTENANCE ACTIVITIES

o    CURRENT  PRODUCTION  BEFORE  ROYALTIES OF 275,000  BOE/D AND  INCREASING AS
     ETTRICK, LONGHORN AND LONG LAKE CONTINUE TO RAMP UP

o    SUCCESSFUL  TURNAROUND AT LONG LAKE;  BITUMEN  VOLUMES RAMPING UP; UPGRADER
     START-UP IMMINENT

o    SUCCESSFUL TELFORD STEP-OUT WELL IN THE NORTH SEA AND SIGNIFICANT SHALE GAS
     PROGRESS IN THE HORN RIVER

o    KNOTTY HEAD APPRAISAL WELL CURRENTLY DRILLING



                                               THREE MONTHS ENDED           NINE MONTHS ENDED
                                                    SEPTEMBER 30              SEPTEMBER 30
                                               ----------------------    ----------------------
(Cdn$ millions)                                   2009        2008          2009        2008
- -----------------------------------------------------------------------------------------------
                                                                           
Production (mboe/d)(1)
      Before Royalties                             214         249           235         257
      After Royalties                              184         209           206         214
Net Sales                                        1,097       2,213         3,345       6,154
Cash Flow from Operations(2)                       379       1,685         1,379       3,670
       Per Common Share ($/share)(2)              0.73        3.20          2.65        6.95
Net Income                                         122         886           277       1,896
       Per Common Share ($/share)                 0.23        1.68          0.53        3.59
Capital Investment(3), excluding Acquisitions      671         763         2,178       2,219
Acquisitions(4)                                      -           -           755           2
- -----------------------------------------------------------------------------------------------

(1)  Production  includes our share of Syncrude oil sands.  US investors  should
     read the Cautionary Note to US Investors at the end of this release.
(2)  For  reconciliation  of this non-GAAP measure see Cash Flow from Operations
     on pg. 9.
(3)  Includes geological and geophysical expenditures.
(4)  2009  represents  acquisition  of additional 15% interest in Long Lake from
     Opti Canada Inc.

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FINANCIAL RESULTS

Quarterly  cash flow from  operations  was $379  million and net income was $122
million  compared  to  $1.7  billion  and  $886  million  a  year  ago.  Planned
maintenance and turnarounds  impacted  production  volumes and reduced quarterly
cash flow by  approximately  $120  million.  At the end of the quarter,  we were
carrying  approximately  three quarters of a million barrels of inventory.  Cash
flow from the sale of this inventory will be realized in the fourth quarter.

The decrease from last year also reflects the impact of lower  commodity  prices
and some  significant  items included in income last year. In the third quarter,
WTI averaged  US$68/bbl  compared to US$118/bbl a year ago. Last year,  our cash
flow included a one-time income tax recovery and earnings included a recovery of
stock-based  compensation  following the drop in our share price at the start of
the economic crisis.

Compared to the  previous  quarter,  cash flow from  operations  was $64 million
less.  This reflects the impact of  maintenance  and  turnaround  activities and
higher estimated cash taxes offset in part by an improvement in oil prices.  The
higher taxes reflect the impact of increasing  commodity  prices and  increasing
North Sea production volumes from the start-up of new projects.  With 85% of our
production  weighted to oil, we continue to be highly  levered to increasing oil
prices.

QUARTERLY PRODUCTION--TURNAROUNDS COMPLETE AND CURRENT PRODUCTION AT ANNUAL HIGH



Crude Oil, NGLs and         PRODUCTION BEFORE ROYALTIES           PRODUCTION AFTER ROYALTIES
Natural Gas (mboe/d)          Q3 2009          Q2 2009              Q3 2009          Q2 2009
- -------------------------------------------------------------   -----------------------------------
                                                                         
North Sea                         76            101                  76                 101
Yemen                             49             51                  28                  29
Canada - Oil & Gas                38             38                  34                  33
Canada - Bitumen                   6              9                   6                   9
United States                     20             22                  18                  20
Other Countries                    2              4                   2                   3
Syncrude                          23             15                  20                  13
                           ----------------------------------   -----------------------------------
TOTAL                            214            240                 184                 208
                           ----------------------------------   -----------------------------------


Third quarter  production  volumes  averaged  214,000 boe/d (184,000 boe/d after
royalties).  Volumes were lower due to turnarounds and maintenance activities at
a number of our fields.

At Buzzard,  production was shut-in for four weeks for the  installation  of the
jacket for the fourth  platform.  This shut down was  scheduled to coincide with
maintenance  to  the  Forties  pipeline.   As  a  result,   Buzzard  contributed
approximately  60,000  boe/d  (138,000  boe/d gross) to our  production  volumes
compared to 87,500 boe/d in the second  quarter.  Buzzard has since  returned to
full rates and is currently producing between 200,000 and 220,000 boe/d gross.

At  Scott/Telford,  we completed a major turnaround which resulted in the fields
being shutdown for  approximately  five weeks. The fields are back on-stream and
additional  production  from the recently  announced  Telford  step-out well has
allowed us to almost double our production  from the Scott  platform.  This well
encountered 254 feet of high quality net oil pay. We still see additional upside
at Telford and expect to conduct follow-up drilling in 2010.

With all of our North Sea fields back online and with  growing  volumes from the
ramp-up of Ettrick,  our UK production volumes are at record highs. Our presence
here is well established and we are the third largest operator of oil production
in the UK.

At Long Lake, we successfully  completed the previously  announced turnaround to
replace valves,  clean-out our hot lime  softeners,  isolate our water treatment
trains and perform a number of other planned  maintenance  activities to improve

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reliability  and  operability.  We also completed the  installation  of electric
submersible pumps (ESPs) in some of our SAGD wells. With the turnaround complete
we have resumed  steaming  our wells and bitumen  volumes are ramping up. In the
Gulf of Mexico,  maintenance  activities  were completed at third party operated
facilities  which  impacted  production  from our Wrigley and Aspen  fields.  At
Syncrude,  production increased in the third quarter following the completion of
turnaround activity throughout the first half of the year.

"We  previously  announced  that our third  quarter would be impacted by planned
turnarounds on a number of fields," stated Marvin Romanow, Nexen's President and
Chief Executive Officer.  "With the completion of these activities and the start
up of new  production,  current  production is 275,000  boe/d and growing.  With
production  ramping up at  Ettrick,  Longhorn  and Long Lake,  we expect  fourth
quarter production volumes to be strong."

GLOBAL EXPLORATION--EXCITEMENT CONTINUES TO BUILD

UK NORTH SEA
The Golden Eagle area has emerged as a significant development opportunity.  Our
current estimates of contingent  recoverable  resource range between 150 and 275
mmboe. We expect development of the area will be economic with oil prices as low
as US$40/bbl and require standalone facilities due to its size. Project sanction
is targeted for 2010.  Appraisal  activity  continues and we have now drilled 13
wells in the area.

"The Golden Eagle area is the largest  discovery in the UK North Sea in the last
10 years after Buzzard," commented Romanow.  "Like Buzzard,  this discovery is a
hard to find  stratigraphic  trap. Our geological  model is working well in this
mature basin."

As we move into 2010,  we are  finalizing  exploration  plans to drill the North
Uist  prospect,  west of the  Shetland  Islands  and the Brand  prospect  in the
Norwegian  North Sea.  These  prospects have target sizes well above our typical
North Sea target size.

OFFSHORE WEST AFRICA
Earlier  this year we  completed  drilling an  exploration  well in the southern
portion of Oil Prospecting License (OPL) 223, offshore West Africa.

The Owowo  South B-1 well was  drilled  in a water  depth of 670  metres  and is
located 20 kilometres northeast of the Usan field,  currently under development.
We expect to announce drilling results shortly.

Under the production  sharing contract  governing OPL 223, the Nigerian National
Petroleum Corporation (NNPC) is concessionaire of the license, which is operated
by Total Exploration & Production  Nigeria Ltd. Nexen has an 18% interest in the
well.

"We continue to be excited  about our  exploration  opportunities  offshore West
Africa," said Romanow. "This is a very oily part of the world which improves our
chances of success."

DEEP-WATER GULF OF MEXICO
In the Gulf of Mexico, the arrival of the Ensco 8501 rig has allowed us to start
drilling our Knotty Head appraisal well. The well spud earlier this month and we
expect results in the second quarter of 2010. A second  deep-water  drilling rig
is expected to arrive in mid 2010.  This will allow us to start drilling more of
our identified prospects.

In the Eastern Gulf, we recently spud the Appomattox prospect,  which is located
six miles west of our Vicksburg  discovery.  Drilling results are expected early
next year. During the quarter, we completed drilling the Antietam prospect.  The
well encountered thick good quality sand, but was wet. We have a 25% interest in
Vicksburg and a 20% interest in  Appomattox  and Shiloh,  an earlier  discovery.
Shell operates all three.

                                       3


LONG LAKE--TURNAROUND COMPLETE AND MOVING FULL STEAM AHEAD

The turnaround at Long Lake is complete and we have resumed  steaming our wells.
Steam production is increasing.  Bitumen production is back up to pre-turnaround
rates of 10,000-12,000 bbls/d (gross) and growing. Upgrader start-up is imminent
now that we have sufficient bitumen feedstock.

The turnaround activities focused on replacing valves, cleaning out the hot lime
softeners and isolating the water treatment trains, and we performed a number of
other planned  maintenance  activities to improve  reliability and  operability.
These  activities  were  successfully  completed  within the period of scheduled
downtime.  We also installed ESPs in a number of our SAGD wells. This will allow
us to have better  pressure  control and ultimately  reduce our overall steam to
oil ratio ("SOR").

In addition,  we recently completed the steam  de-bottleneck  project which will
increase our SAGD steam production capacity to over 230,000 bbls/d.  Start-up of
the de-bottleneck  project will proceed as required to support the SAGD ramp-up.
We continue to expect a long term SOR of 3.0 over the life of the project.

With  respect to the  Upgrader,  we have now operated  all units  including  the
solvent  de-asphalter  and the thermal  cracker.  These units are  necessary  to
achieve our target yield of approximately 80%. In addition, Syngas is being used
in all SAGD operations.  This allows us to decrease  operating costs by reducing
the requirement for purchased natural gas.

"Following  the addition of steam to our hot lime  softeners  earlier this year,
the  successful  execution  of our  turnaround  program  a few weeks ago and the
recent completion of our steam  de-bottleneck  project, we are in great shape to
get back on the ramp-up  curve we saw prior to the  start-up  of the  upgrader,"
commented Romanow. "While we expect there will be periods of downtime as bitumen
production  ramps up,  we  anticipate  continuing  improvements  in  operational
stability."

Phase 1 of our Long Lake project is designed to produce  72,000  bbls/d of gross
bitumen,  upgraded to approximately  60,000 bbls/d (39,000 bbls/d, net to us) of
PSCTM. We have a 65% interest in the project and the joint venture lands. We are
the sole  operator of the  resource and the  upgrader.  We expect Long Lake will
generate  significant  value  with 40 years of  production  at a $10/bbl  margin
advantage.

UK NORTH SEA--FIRST OIL PRODUCED AT ETTRICK

Our Ettrick development in the North Sea produced first oil in mid August and we
have tested the floating production,  storage and offloading vessel (FPSO) up to
its design rates. Field production will ramp-up as we commission the gas system.
The  project is  expected  to add  approximately  12,000 to 16,000  boe/d to our
production  volumes for the remainder of the year.  We have a 2008  discovery at
Blackbird which could be a future  tie-back to Ettrick.  We operate both Ettrick
and Blackbird, with a 79.73% working interest in each.

GULF OF MEXICO--LONGHORN NOW ON-STREAM

Earlier this week, we started production from Longhorn. The field is expected to
reach peak  production  of  approximately  200 mmcf/d or 33,000  boe/d gross (50
mmcf/d or 8,000 boe/d,  net to us) early next year.  We have a 25%  non-operated
working interest in this project and ENI is the operator.

                                       4


HORN RIVER SHALE GAS--BREAKEVENS COMING DOWN

Following  the  conclusion  of our recent  three-well  drilling  and  completion
program, we continue to make significant  progress on our substantial Horn River
shale gas position in north-east British Columbia. With five shale gas wells now
on-stream,  we are  producing  approximately  15  mmcf/d  with the  majority  of
production  coming  from the three new wells.  These  wells  have a higher  frac
density than our earlier wells.  Our land position here could support 500 to 700
wells.

Substantial cost savings and productivity  improvements  were realized with this
drilling  and  completion  program.  We took  advantage  of  improved  equipment
utilization,  drilled longer wells, initiated more fracs per well and maintained
an  industry-leading  frac pace of 26 fracs in 15 days  while  achieving  a 100%
success rate on our frac  program.  Two of the wells were  completed  with eight
fracs, while the third well was completed with ten fracs.

"We are making excellent  progress in bringing down our Horn River breakevens by
decreasing costs and increasing well  productivity,  and there is more upside to
come," said Romanow.  "We are in the process of  developing  an  eight-well  pad
drilling  program for this  winter.  These wells will be longer than our current
wells with eighteen  fracs per well.  The  following  winter we plan to drill an
eighteen-well pad which we expect will drive our breakevens down further."

We have  approximately  88,000  acres in the Dilly  Creek area of the Horn River
basin with a 100% working interest.  We estimate our lands contain between 3 and
6  trillion  cubic  feet  (0.5 to 1.0  billion  barrels  of oil  equivalent)  of
contingent  recoverable  resource  which could double our  existing  companywide
total  proved  reserves.  Further  appraisal  activity is required  before these
estimates can be finalized and commerciality established.

OFFSHORE WEST AFRICA--USAN DEVELOPMENT CONTINUES

Development  of the Usan  field on block  OML  138,  offshore  Nigeria  is fully
underway.  The field  development  plan  includes a FPSO  vessel  with a storage
capacity of two million barrels of oil. Development drilling is underway and the
FPSO hull is under construction. The Usan field is expected to come on stream in
2012 and will ramp up to a peak production rate of 180,000 bbls/d (36,000 bbls/d
net to us).  Nexen has a 20% interest in  exploration  and  development  on this
block and Total E&P Nigeria Limited is the operator.

MARKETING UPDATE

We are making progress on the strategic review of our marketing  business.  Data
rooms are ready and numerous  parties have  expressed  interest.  Our  marketing
division  continues to  contribute  to our  quarterly  results,  generating  $30
million of cash flow in the third quarter.

QUARTERLY DIVIDEND

The Board of Directors has declared the regular quarterly  dividend of $0.05 per
common share payable  January 1, 2010, to shareholders of record on December 10,
2009.  Shareholders  are advised that the  dividend is an eligible  dividend for
Canadian Income Tax purposes.

Nexen Inc. is an independent,  Canadian-based  global energy company,  listed on
the Toronto and New York stock  exchanges  under the symbol NXY. We are uniquely
positioned for growth in the North Sea, Western Canada  (including the Athabasca
oil sands of Alberta and  unconventional  gas resource plays such as shale gas),
deep-water  Gulf of Mexico,  offshore  West Africa and the Middle  East.  We add

                                       5


value for shareholders through successful full-cycle oil and gas exploration and
development and leadership in ethics,  integrity,  governance and  environmental
protection.

Information on our previously  announced  contingent  recoverable  shale gas and
Golden Eagle area resource were provided in our press  releases  dated April 22,
2008  and  September  3,  2009   respectively.   Information   with  respect  to
forward-looking statements and cautionary notes is set out below.

For further information, please contact:

MICHAEL J. HARRIS, CA
Vice President, Investor Relations
(403) 699-4688

LAVONNE ZDUNICH, CA
Manager, Investor Relations
(403) 699-5821

TIM CHATTEN, P.ENG
Analyst, Investor Relations
(403) 699-4244

801 - 7th Ave SW
Calgary, Alberta, Canada T2P 3P7
www.nexeninc.com


CONFERENCE CALL

Marvin Romanow, President and CEO, and Kevin Reinhart, Senior Vice-President and
CFO will host a conference  call to discuss our financial and operating  results
and expectations for the future.

Date:    October 28, 2009
Time:    7:00 a.m. Mountain Time (9:00 a.m. Eastern Time)

To listen to the conference call, please call one of the following:

416-340-8018 (Toronto)
866-225-0198 (North American toll-free)
800-4222-8835 (Global toll-free)

A replay  of the call will be  available  for two  weeks  starting  at 9:00 a.m.
Mountain Time, by calling  416-695-5800  (Toronto) or  800-408-3053  (toll-free)
passcode 6827570 followed by the pound sign. A live and on demand webcast of the
conference call will be available at www.nexeninc.com.


FORWARD-LOOKING STATEMENTS

CERTAIN  STATEMENTS  IN  THIS  REPORT  CONSTITUTE  "FORWARD-LOOKING  STATEMENTS"
(WITHIN THE MEANING OF THE UNITED STATES PRIVATE  SECURITIES  LITIGATION  REFORM
ACT OF 1995) OR "FORWARD-LOOKING  INFORMATION" (WITHIN THE MEANING OF APPLICABLE
CANADIAN  SECURITIES  LEGISLATION).  SUCH  STATEMENTS OR  INFORMATION  (TOGETHER
"FORWARD-LOOKING  STATEMENTS") ARE GENERALLY IDENTIFIABLE BY THE FORWARD-LOOKING
TERMINOLOGY USED SUCH AS "ANTICIPATE",  "BELIEVE",  "INTEND",  "PLAN", "EXPECT",
"ESTIMATE",  "BUDGET", "OUTLOOK",  "FORECAST" OR OTHER SIMILAR WORDS AND INCLUDE
STATEMENTS RELATING TO OR ASSOCIATED WITH INDIVIDUAL WELLS, REGIONS OR PROJECTS.
ANY STATEMENTS AS TO POSSIBLE FUTURE CRUDE OIL, NATURAL GAS OR CHEMICALS PRICES,
FUTURE  PRODUCTION  LEVELS,  FUTURE COST  RECOVERY OIL  REVENUES  FROM OUR YEMEN
OPERATIONS,  FUTURE CAPITAL EXPENDITURES AND THEIR ALLOCATION TO EXPLORATION AND
DEVELOPMENT  ACTIVITIES,  FUTURE  EARNINGS,  FUTURE ASSET  DISPOSITIONS,  FUTURE
SOURCES OF FUNDING FOR OUR CAPITAL PROGRAM, FUTURE DEBT LEVELS,  AVAILABILITY OF
COMMITTED  CREDIT  FACILITIES,  POSSIBLE  COMMERCIALITY,  DEVELOPMENT  PLANS  OR
CAPACITY  EXPANSIONS,  FUTURE  ABILITY  TO  EXECUTE  DISPOSITIONS  OF  ASSETS OR
BUSINESSES,  FUTURE  CASH FLOWS AND THEIR  USES,  FUTURE  DRILLING OF NEW WELLS,
ULTIMATE RECOVERABILITY OF CURRENT AND LONG-TERM ASSETS, ULTIMATE RECOVERABILITY
OF RESERVES OR  RESOURCES,  EXPECTED  FINDING AND  DEVELOPMENT  COSTS,  EXPECTED
OPERATING COSTS, FUTURE DEMAND FOR CHEMICALS PRODUCTS,  ESTIMATES ON A PER SHARE
BASIS,   SALES,   FUTURE   EXPENDITURES  AND  FUTURE   ALLOWANCES   RELATING  TO
ENVIRONMENTAL  MATTERS AND DATES BY WHICH CERTAIN AREAS WILL BE DEVELOPED,  COME
ON  STREAM,  OR REACH  EXPECTED  OPERATING  CAPACITY  AND  CHANGES IN ANY OF THE
FOREGOING ARE FORWARD-LOOKING  STATEMENTS.  STATEMENTS RELATING TO "RESERVES" OR
"RESOURCES"  ARE  FORWARD-LOOKING   STATEMENTS,  AS  THEY  INVOLVE  THE  IMPLIED
ASSESSMENT,  BASED ON ESTIMATES AND ASSUMPTIONS  THAT THE RESERVES AND RESOURCES
DESCRIBED EXIST IN THE QUANTITIES PREDICTED OR ESTIMATED,  AND CAN BE PROFITABLY
PRODUCED IN THE FUTURE.

                                       6


THE  FORWARD-LOOKING  STATEMENTS  ARE  SUBJECT  TO KNOWN AND  UNKNOWN  RISKS AND
UNCERTAINTIES  AND  OTHER  FACTORS  WHICH MAY CAUSE  ACTUAL  RESULTS,  LEVELS OF
ACTIVITY AND  ACHIEVEMENTS TO DIFFER  MATERIALLY FROM THOSE EXPRESSED OR IMPLIED
BY SUCH STATEMENTS.  SUCH FACTORS INCLUDE,  AMONG OTHERS:  MARKET PRICES FOR OIL
AND GAS AND  CHEMICALS  PRODUCTS;  OUR  ABILITY TO  EXPLORE,  DEVELOP,  PRODUCE,
UPGRADE  AND  TRANSPORT   CRUDE  OIL  AND  NATURAL  GAS  TO  MARKETS;   ULTIMATE
EFFECTIVENESS OF DESIGN MODIFICATIONS TO FACILITIES;  THE RESULTS OF EXPLORATION
AND DEVELOPMENT  DRILLING AND RELATED  ACTIVITIES;  VOLATILITY IN ENERGY TRADING
MARKETS;  FOREIGN-CURRENCY  EXCHANGE RATES; ECONOMIC CONDITIONS IN THE COUNTRIES
AND  REGIONS  IN  WHICH WE CARRY ON  BUSINESS;  GOVERNMENTAL  ACTIONS  INCLUDING
CHANGES  TO TAXES OR  ROYALTIES,  CHANGES  IN  ENVIRONMENTAL  AND OTHER LAWS AND
REGULATIONS;  RENEGOTIATIONS OF CONTRACTS; RESULTS OF LITIGATION, ARBITRATION OR
REGULATORY  PROCEEDINGS;   AND  POLITICAL  UNCERTAINTY,   INCLUDING  ACTIONS  BY
TERRORISTS,  INSURGENT  OR OTHER  GROUPS,  OR OTHER  ARMED  CONFLICT,  INCLUDING
CONFLICT BETWEEN STATES. THE IMPACT OF ANY ONE RISK,  UNCERTAINTY OR FACTOR ON A
PARTICULAR FORWARD-LOOKING STATEMENT IS NOT DETERMINABLE WITH CERTAINTY AS THESE
FACTORS ARE  INTERDEPENDENT,  AND  MANAGEMENT'S  FUTURE  COURSE OF ACTION  WOULD
DEPEND ON OUR ASSESSMENT OF ALL INFORMATION AT THAT TIME.

ALTHOUGH  WE  BELIEVE  THAT THE  EXPECTATIONS  CONVEYED  BY THE  FORWARD-LOOKING
STATEMENTS ARE REASONABLE BASED ON INFORMATION  AVAILABLE TO US ON THE DATE SUCH
FORWARD-LOOKING  STATEMENTS  WERE MADE, NO ASSURANCES  CAN BE GIVEN AS TO FUTURE
RESULTS,  LEVELS OF ACTIVITY  AND  ACHIEVEMENTS.  UNDUE  RELIANCE  SHOULD NOT BE
PLACED ON THE STATEMENTS  CONTAINED HEREIN, WHICH ARE MADE AS OF THE DATE HEREOF
AND,  EXCEPT AS  REQUIRED  BY LAW,  NEXEN  UNDERTAKES  NO  OBLIGATION  TO UPDATE
PUBLICLY OR REVISE ANY  FORWARD-LOOKING  STATEMENTS,  WHETHER AS A RESULT OF NEW
INFORMATION,   FUTURE  EVENTS  OR  OTHERWISE.  THE  FORWARD-LOOKING   STATEMENTS
CONTAINED HEREIN ARE EXPRESSLY QUALIFIED BY THIS CAUTIONARY  STATEMENT.  READERS
SHOULD ALSO REFER TO ITEMS 1A AND 7A IN OUR 2008 ANNUAL  REPORT ON FORM 10-K FOR
FURTHER DISCUSSION OF THE RISK FACTORS.

CAUTIONARY NOTE TO US INVESTORS

     THE UNITED STATES SECURITIES AND EXCHANGE  COMMISSION (SEC) PERMITS OIL AND
     GAS  COMPANIES,  IN THEIR  FILINGS  WITH THE SEC,  TO DISCUSS  ONLY  PROVED
     RESERVES  THAT ARE SUPPORTED BY ACTUAL  PRODUCTION OR CONCLUSIVE  FORMATION
     TESTS TO BE ECONOMICALLY AND LEGALLY PRODUCIBLE UNDER EXISTING ECONOMIC AND
     OPERATING  CONDITIONS.  IN THIS  DISCLOSURE,  WE MAY REFER TO  "RECOVERABLE
     RESERVES",  "PROBABLE RESERVES",  "RECOVERABLE  RESOURCES" AND "RECOVERABLE
     CONTINGENT  RESOURCES"  WHICH ARE  INHERENTLY  MORE  UNCERTAIN  THAN PROVED
     RESERVES.  THESE  TERMS  ARE NOT USED IN OUR  FILINGS  WITH  THE  SEC.  OUR
     RESERVES AND RELATED  PERFORMANCE  MEASURES  REPRESENT OUR WORKING INTEREST
     BEFORE ROYALTIES,  UNLESS OTHERWISE  INDICATED.  PLEASE REFER TO OUR ANNUAL
     REPORT  ON FORM  10-K  AVAILABLE  FROM US OR THE  SEC FOR  FURTHER  RESERVE
     DISCLOSURE.

     IN ADDITION,  UNDER SEC REGULATIONS,  THE SYNCRUDE OIL SANDS OPERATIONS ARE
     CONSIDERED   MINING   ACTIVITIES   RATHER  THAN  OIL  AND  GAS  ACTIVITIES.
     PRODUCTION,  RESERVES AND RELATED  MEASURES IN THIS RELEASE INCLUDE RESULTS
     FROM THE  COMPANY'S  SHARE  OF  SYNCRUDE.  UNDER  SEC  REGULATIONS,  WE ARE
     REQUIRED TO RECOGNIZE  BITUMEN  RESERVES  RATHER THAN THE UPGRADED  PREMIUM
     SYNTHETIC CRUDE OIL WE WILL PRODUCE AND SELL FROM LONG LAKE.

CAUTIONARY NOTE TO CANADIAN INVESTORS

     NEXEN IS AN SEC  REGISTRANT  AND A VOLUNTARY  FORM 10-K (AND RELATED FORMS)
     FILER.   THEREFORE,   OUR  RESERVES  ESTIMATES  AND  SECURITIES  REGULATORY
     DISCLOSURES  FOLLOW  SEC  REQUIREMENTS.   IN  CANADA,  NATIONAL  INSTRUMENT
     51-101--STANDARDS  OF  DISCLOSURE  FOR OIL AND GAS  ACTIVITIES  (NI 51-101)
     PRESCRIBES  THAT  CANADIAN  COMPANIES  FOLLOW  CERTAIN  STANDARDS  FOR  THE
     PREPARATION  AND  DISCLOSURE  OF RESERVES  AND RELATED  INFORMATION.  NEXEN
     RESERVES  DISCLOSURES ARE MADE IN RELIANCE UPON EXEMPTIONS GRANTED TO NEXEN
     BY CANADIAN  SECURITIES  REGULATORS FROM CERTAIN  REQUIREMENTS OF NI 51-101
     WHICH PERMITS US TO:

         o PREPARE OUR RESERVES ESTIMATES AND RELATED  DISCLOSURES IN ACCORDANCE
         WITH SEC DISCLOSURE REQUIREMENTS, GENERALLY ACCEPTED INDUSTRY PRACTICES
         IN THE US AND THE  STANDARDS  OF THE  CANADIAN  OIL AND GAS  EVALUATION
         HANDBOOK  (COGE  HANDBOOK)  MODIFIED  TO REFLECT  SEC  REQUIREMENTS;

         o SUBSTITUTE  THOSE SEC DISCLOSURES  FOR MUCH OF THE ANNUAL  DISCLOSURE
         REQUIRED BY NI 51-101; AND

         o  RELY   UPON   INTERNALLY-GENERATED   RESERVES   ESTIMATES   AND  THE
         STANDARDIZED  MEASURE OF  DISCOUNTED  FUTURE NET CASH FLOWS AND CHANGES
         THEREIN,  INCLUDED IN THE SUPPLEMENTARY FINANCIAL INFORMATION,  WITHOUT
         THE  REQUIREMENT  TO HAVE  THOSE  ESTIMATES  EVALUATED  OR  AUDITED  BY
         INDEPENDENT QUALIFIED RESERVES EVALUATORS.

     AS A RESULT OF THESE EXEMPTIONS,  NEXEN'S DISCLOSURES MAY DIFFER FROM OTHER
     CANADIAN  COMPANIES  AND  CANADIAN  INVESTORS  SHOULD  NOTE  THE  FOLLOWING
     FUNDAMENTAL  DIFFERENCES  IN RESERVES  ESTIMATES  AND  RELATED  DISCLOSURES
     CONTAINED HEREIN:

         o SEC  REGISTRANTS  APPLY SEC RESERVES  DEFINITIONS  AND PREPARE  THEIR
         PROVED  RESERVES  ESTIMATES IN  ACCORDANCE  WITH SEC  REQUIREMENTS  AND
         GENERALLY  ACCEPTED  INDUSTRY  PRACTICES  IN THE US  WHEREAS  NI 51-101
         REQUIRES ADHERENCE TO THE DEFINITIONS AND STANDARDS  PROMULGATED BY THE
         COGE HANDBOOK;

         o THE SEC MANDATES  DISCLOSURE OF PROVED RESERVES AND THE  STANDARDIZED
         MEASURE  OF  DISCOUNTED  FUTURE  NET CASH  FLOWS  AND  CHANGES  THEREIN
         CALCULATED  USING  YEAR-END  CONSTANT  PRICES AND COSTS ONLY WHEREAS NI
         51-101 REQUIRES  DISCLOSURE OF RESERVES AND RELATED FUTURE NET REVENUES
         USING FORECAST PRICES;

         o THE SEC MANDATES  DISCLOSURE OF PROVED AND PROVED DEVELOPED  RESERVES
         BY GEOGRAPHIC REGION ONLY WHEREAS NI 51-101 REQUIRES DISCLOSURE OF MORE
         RESERVE CATEGORIES AND PRODUCT TYPES;

         o THE SEC DOES NOT PRESCRIBE THE NATURE OF THE INFORMATION  REQUIRED IN
         CONNECTION  WITH PROVED  UNDEVELOPED  RESERVES  AND FUTURE  DEVELOPMENT
         COSTS WHEREAS NI 51-101 REQUIRES CERTAIN DETAILED INFORMATION REGARDING
         PROVED  UNDEVELOPED  RESERVES,  RELATED  DEVELOPMENT  PLANS AND  FUTURE
         DEVELOPMENT COSTS;

         o THE SEC DOES NOT REQUIRE  DISCLOSURE OF FINDING AND DEVELOPMENT (F&D)
         COSTS PER BOE OF PROVED RESERVES  ADDITIONS  WHEREAS NI 51-101 REQUIRES
         THAT VARIOUS F&D COSTS PER BOE BE  DISCLOSED.  NI 51-101  REQUIRES THAT
         F&D COSTS BE CALCULATED BY DIVIDING THE  AGGREGATE OF  EXPLORATION  AND
         DEVELOPMENT  COSTS  INCURRED  IN THE  CURRENT  YEAR AND THE  CHANGE  IN
         ESTIMATED FUTURE  DEVELOPMENT  COSTS RELATING TO PROVED RESERVES BY THE
         ADDITIONS TO PROVED  RESERVES IN THE CURRENT YEAR.  HOWEVER,  THIS WILL
         GENERALLY NOT REFLECT FULL CYCLE FINDING AND DEVELOPMENT  COSTS RELATED
         TO RESERVE ADDITIONS FOR THE YEAR;

         o THE SEC LEAVES  THE  ENGAGEMENT  OF  INDEPENDENT  QUALIFIED  RESERVES
         EVALUATORS TO THE DISCRETION OF A COMPANY'S BOARD OF DIRECTORS  WHEREAS
         NI 51-101 REQUIRES  ISSUERS TO ENGAGE SUCH EVALUATORS AND TO FILE THEIR
         REPORTS;

         o THE SEC DOES NOT CONSIDER THE UPGRADING  COMPONENT OF OUR  INTEGRATED
         OIL  SANDS  PROJECT  AT  LONG  LAKE AS AN OIL  AND  GAS  ACTIVITY,  AND
         THEREFORE  PERMITS  RECOGNITION  OF BITUMEN  RESERVES  ONLY.  NI 51-101
         SPECIFICALLY  INCLUDES  SUCH  ACTIVITY AS AN OIL AND GAS  ACTIVITY  AND
         RECOGNIZES  SYNTHETIC  OIL AS A PRODUCT  TYPE,  AND  THEREFORE  PERMITS
         RECOGNITION OF SYNTHETIC RESERVES.  AT YEAR END, WE HAVE RECOGNIZED 285
         MILLION  BARRELS  BEFORE  ROYALTIES  OF PROVED  BITUMEN  RESERVES  (282
         MILLION BARRELS AFTER ROYALTIES) UNDER SEC REQUIREMENTS,  WHEREAS UNDER
         NI 51-101 WE WOULD HAVE RECOGNIZED 233 MILLION BARRELS BEFORE ROYALTIES
         OF PROVED SYNTHETIC RESERVES (231 MILLION BARRELS AFTER ROYALTIES);

                                       7


         o THE SEC CONSIDERS OUR SYNCRUDE  OPERATION AS A MINING ACTIVITY RATHER
         THAN AN OIL AND GAS  ACTIVITY,  AND THEREFORE  DOES NOT PERMIT  RELATED
         RESERVES  TO  BE  INCLUDED  WITH  OIL  AND  GAS  RESERVES.   NI  51-101
         SPECIFICALLY  INCLUDES  SUCH  ACTIVITY AS AN OIL AND GAS  ACTIVITY  AND
         RECOGNIZES  SYNTHETIC OIL AS A PRODUCT TYPE, AND THEREFORE PERMITS THEM
         TO BE INCLUDED WITH OIL AND GAS  RESERVES.  WE HAVE PROVIDED A SEPARATE
         TABLE SHOWING OUR SHARE OF THE SYNCRUDE  PROVED RESERVES AS WELL AS THE
         ADDITIONAL  DISCLOSURES  RELATING TO MINING ACTIVITIES  REQUIRED BY SEC
         REQUIREMENTS; AND

         o ANY  RESERVES  DATA  IN  THIS  DOCUMENT  REFLECTS  OUR  ESTIMATES  OF
         RESERVES. WHILE WE OBTAIN AN INDEPENDENT ASSESSMENT OF A PORTION OF OUR
         RESERVES  ESTIMATES,  NO INDEPENDENT  QUALIFIED  RESERVES  EVALUATOR OR
         AUDITOR WAS INVOLVED IN THE  PREPARATION OF THE RESERVES DATA DISCLOSED
         IN THIS FORM 10-K.

     THE FOREGOING IS A GENERAL  DESCRIPTION OF THE PRINCIPAL  DIFFERENCES ONLY.
     PLEASE NOTE THAT THE DIFFERENCES BETWEEN SEC REQUIREMENTS AND NI 51-101 MAY
     BE MATERIAL.

     NI 51-101 REQUIRES THAT WE MAKE THE FOLLOWING DISCLOSURES:

         o WE USE OIL EQUIVALENTS (BOE) TO EXPRESS QUANTITIES OF NATURAL GAS AND
         CRUDE OIL IN A COMMON UNIT. A CONVERSION  RATIO OF 6 MCF OF NATURAL GAS
         TO 1 BARREL OF OIL IS USED. BOE MAY BE MISLEADING, PARTICULARLY IF USED
         IN ISOLATION.  THE CONVERSION  RATIO IS BASED ON AN ENERGY  EQUIVALENCY
         CONVERSION  METHOD PRIMARILY  APPLICABLE AT THE BURNER TIP AND DOES NOT
         REPRESENT A VALUE  EQUIVALENCY AT THE WELLHEAD;  AND

         o BECAUSE RESERVES DATA ARE BASED ON JUDGMENTS  REGARDING FUTURE EVENTS
         ACTUAL RESULTS WILL VARY AND THE VARIATIONS MAY BE MATERIAL. VARIATIONS
         AS A RESULT OF FUTURE  EVENTS ARE  EXPECTED TO BE  CONSISTENT  WITH THE
         FACT THAT  RESERVES ARE  CATEGORIZED  ACCORDING TO THE  PROBABILITY  OF
         THEIR RECOVERY.

RESOURCES

     NEXEN'S ESTIMATES OF CONTINGENT  RESOURCES ARE BASED ON DEFINITIONS SET OUT
     IN THE CANADIAN OIL AND GAS EVALUATION  HANDBOOK WHICH  GENERALLY  DESCRIBE
     CONTINGENT  RESOURCES AS THOSE QUANTITIES OF PETROLEUM  ESTIMATED,  AS OF A
     GIVEN DATE, TO BE POTENTIALLY  RECOVERABLE FROM KNOWN  ACCUMULATIONS  USING
     ESTABLISHED  TECHNOLOGY OR TECHNOLOGY UNDER DEVELOPMENT,  BUT WHICH ARE NOT
     CURRENTLY  CONSIDERED  TO BE  COMMERCIALLY  RECOVERABLE  DUE TO ONE OR MORE
     CONTINGENCIES.  SUCH  CONTINGENCIES  MAY  INCLUDE,  BUT ARE NOT LIMITED TO,
     FACTORS SUCH AS ECONOMIC,  LEGAL,  ENVIRONMENTAL,  POLITICAL AND REGULATORY
     MATTERS  OR A LACK OF  MARKETS.  SPECIFIC  CONTINGENCIES  PRECLUDING  THESE
     CONTINGENT  RESOURCES  BEING  CLASSIFIED  AS  RESERVES  INCLUDE BUT ARE NOT
     LIMITED TO:  FUTURE  DRILLING  PROGRAM  RESULTS,  DRILLING AND  COMPLETIONS
     OPTIMIZATION,  STAKEHOLDER  AND REGULATORY  APPROVAL OF FUTURE DRILLING AND
     INFRASTRUCTURE  PLANS, ACCESS TO REQUIRED  INFRASTRUCTURE,  ECONOMIC FISCAL
     TERMS, A LOWER LEVEL OF DELINEATION,  THE ABSENCE OF REGULATORY  APPROVALS,
     DETAILED  DESIGN  ESTIMATES AND NEAR-TERM  DEVELOPMENT  PLANS,  AND GENERAL
     UNCERTAINTIES ASSOCIATED WITH THIS EARLY STAGE OF EVALUATION. THE ESTIMATED
     RANGE  OF  CONTINGENT   RESOURCES  REFLECTS   CONSERVATIVE  AND  OPTIMISTIC
     LIKELIHOODS  OF RECOVERY.  HOWEVER,  THERE IS NO CERTAINTY  THAT IT WILL BE
     COMMERCIALLY VIABLE TO PRODUCE ANY PORTION OF THESE CONTINGENT RESOURCES.

     NEXEN'S  ESTIMATES  OF  DISCOVERED  RESOURCES   (EQUIVALENT  TO  DISCOVERED
     PETROLEUM  INITIALLY-IN-PLACE)  ARE  BASED  ON  DEFINITIONS  SET OUT IN THE
     CANADIAN  OIL  AND  GAS  EVALUATION   HANDBOOK  WHICH  GENERALLY   DESCRIBE
     DISCOVERED  RESOURCES AS THOSE QUANTITIES OF PETROLEUM  ESTIMATED,  AS OF A
     GIVEN DATE,  TO BE CONTAINED IN KNOWN  ACCUMULATIONS  PRIOR TO  PRODUCTION.
     DISCOVERED  RESOURCES DO NOT  REPRESENT  RECOVERABLE  VOLUMES.  WE DISCLOSE
     ADDITIONAL  INFORMATION  REGARDING RESOURCE ESTIMATES IN ACCORDANCE WITH NI
     51-101. THESE DISCLOSURES CAN BE FOUND ON OUR WEBSITE AND ON SEDAR.

CAUTIONARY  STATEMENT:  IN THE CASE OF DISCOVERED  RESOURCES OR A SUBCATEGORY OF
DISCOVERED RESOURCES OTHER THAN RESERVES,  THERE IS NO CERTAINTY THAT IT WILL BE
COMMERCIALLY  VIABLE TO PRODUCE  ANY  PORTION OF THE  RESOURCES.  IN THE CASE OF
UNDISCOVERED RESOURCES OR A SUBCATEGORY OF UNDISCOVERED  RESOURCES,  THERE IS NO
CERTAINTY THAT ANY PORTION OF THE RESOURCES  WILL BE DISCOVERED.  IF DISCOVERED,
THERE IS NO CERTAINTY THAT IT WILL BE COMMERCIALLY VIABLE TO PRODUCE ANY PORTION
OF THE RESOURCES.


                                       8




NEXEN INC.
FINANCIAL HIGHLIGHTS

                                                               Three Months                  Nine Months
                                                            Ended September 30           Ended September 30
(Cdn$ millions)                                             2009         2008            2009          2008
- ------------------------------------------------------------------------------------------------------------
                                                                                          
Net Sales                                                  1,097        2,213           3,345         6,154
Cash Flow from Operations                                    379        1,685           1,379         3,670
     Per Common Share ($/share)                             0.73         3.20            2.65          6.95
Net Income                                                   122          886             277         1,896
     Per Common Share ($/share)                             0.23         1.68            0.53          3.59
Capital Investment (1)                                       655          725           2,119         2,147
Acquisitions                                                   -            -             755             2
Net Debt (2)                                               5,532        3,914           5,532         3,914
Common Shares Outstanding (millions of shares)             521.8        521.0           521.8         521.0
                                                       -----------------------------------------------------

(1)  Includes oil and gas development,  exploration,  and expenditures for other
     property, plant and equipment.
(2)  Net debt is defined as long-term debt and short-term  borrowings  less cash
     and cash equivalents.



CASH FLOW FROM OPERATIONS (1)

                                                              Three Months                   Nine Months
                                                            Ended September 30            Ended September 30
(Cdn$ millions)                                              2009         2008            2009          2008
- -------------------------------------------------------------------------------------------------------------
                                                                                           
Oil & Gas and Syncrude
     United Kingdom                                           400        1,056           1,382         2,857
     Yemen (2)                                                 79          195             244           543
     Canada                                                    23          131              85           344
     United States                                             34           93              87           405
     Other Countries                                           13           45              30           108
     Marketing                                                 29          (65)            147          (216)
     Syncrude                                                  70          151              98           350
                                                        -----------------------------------------------------
                                                              648        1,606           2,073         4,391
Chemicals                                                      29           28              84            60
                                                        -----------------------------------------------------
                                                              677        1,634           2,157         4,451
Interest and Other Corporate Items                           (147)         (56)           (369)         (203)
Income Taxes (3)                                             (151)         107            (409)         (578)
                                                        -----------------------------------------------------
Cash Flow from Operations (1)                                 379        1,685           1,379         3,670
                                                        =====================================================

(1)  Defined as cash flow from operating  activities  before changes in non-cash
     working  capital and other.  We evaluate  our  performance  and that of our
     business  segments  based on earnings and cash flow from  operations.  Cash
     flow from operations is a non-GAAP term that represents cash generated from
     operating  activities  before changes in non-cash working capital and other
     and excludes items of a non-recurring  nature. We consider it a key measure
     as it demonstrates our ability and the ability of our business  segments to
     generate the cash flow  necessary  to fund future  growth  through  capital
     investment and repay debt.  Cash flow from operations may not be comparable
     with the calculation of similar measures for other companies.



                                                                    Three Months               Nine Months
                                                                 Ended September 30         Ended September 30
 (Cdn$ millions)                                                 2009          2008          2009        2008
 -------------------------------------------------------------------------------------------------------------
                                                                                            
 Cash Flow from Operating Activities                              461           968         1,359       3,299
 Changes in Non-Cash Working Capital                             (113)          840          (193)        468
 Other                                                             49          (117)          234         (79)
 Impact of Annual Crude Oil Put Options                           (18)           (6)          (21)        (18)
                                                           ---------------------------------------------------
 Cash Flow from Operations                                        379         1,685         1,379       3,670
                                                           ===================================================

 Weighted-average Number of Common Shares Outstanding
     (millions of shares)                                        521.7        525.9         521.0       528.3
                                                           ---------------------------------------------------
 Cash Flow from Operations Per Common Share ($/share)             0.73          3.20         2.65        6.95
                                                           ===================================================

(2)  After  in-country  cash taxes of $39  million  for the three  months  ended
     September  30,  2009 (2008 - $81  million)  and $105  million  for the nine
     months ended September 30, 2009 (2008 - $239 million).
(3)  Excludes in-country cash taxes in Yemen.

                                       9




NEXEN INC.
PRODUCTION VOLUMES (BEFORE ROYALTIES) (1)

                                                            Three Months                     Nine Months
                                                        Ended September 30               Ended September 30
                                                       2009           2008                2009        2008
- -------------------------------------------------------------------------------------------------------------
                                                                                          
Crude Oil and Liquids (mbbls/d)
     United Kingdom                                      73.7          100.0                91.6       102.0
     Yemen                                               48.7           54.1                51.5        58.0
     Canada                                              14.2           16.0                14.9        16.2
     United States                                        9.5            8.5                10.6        11.2
     Long Lake Bitumen (2)                                5.5            5.2                 7.6         3.0
     Other Countries                                      2.6            5.7                 3.9         5.7
   Syncrude (mbbls/d) (3)                                22.5           22.9                19.1        20.4
                                                -------------------------------------------------------------
                                                        176.7          212.4               199.2       216.5
                                                -------------------------------------------------------------
Natural Gas (mmcf/d)
     United Kingdom                                       17              17                 18           19
     Canada                                              143             133                139          128
     United States                                        63              70                 58           94
                                                -------------------------------------------------------------
                                                         223             220                215          241
                                                -------------------------------------------------------------
Total Production (mboe/d)                                214             249                235          257
                                                =============================================================




PRODUCTION VOLUMES (AFTER ROYALTIES)

                                                           Three Months                    Nine Months
                                                        Ended September 30             Ended September 30
                                                       2009           2008              2009         2008
- ------------------------------------------------------------------------------------------------------------
                                                                                         
Crude Oil and Liquids (mbbls/d)
     United Kingdom                                      73.7          100.0              91.6        102.0
     Yemen                                               28.3           29.9              31.0         30.3
     Canada                                              10.9           12.0              11.6         12.3
     United States                                        8.5            7.3               9.6          9.7
     Long Lake Bitumen (2)                                5.5            5.2               7.6          3.0
     Other Countries                                      2.4            5.1               3.6          5.3
   Syncrude (mbbls/d) (3)                                20.0           18.9              17.6         17.3
                                                ------------------------------------------------------------
                                                        149.3          178.4             172.6        179.9
                                                ------------------------------------------------------------
Natural Gas (mmcf/d)
     United Kingdom                                       17              17               17            19
     Canada                                              137             107              130           107
     United States                                        56              60               52            80
                                                ------------------------------------------------------------
                                                         210             184              199           206
                                                ------------------------------------------------------------
Total Production (mboe/d)                                184             209              206           214
                                                ============================================================

(1)  We have presented  production  volumes  before  royalties as we measure our
     performance  on this  basis  consistent  with  other  Canadian  oil and gas
     companies.
(2)  Pre-operating  revenues  and costs  associated  with Long Lake  bitumen are
     capitalized as development costs until we reach commercial operations.
(3)  Currently considered a mining operation for US reporting purposes.

                                       10




NEXEN INC.
OIL AND GAS PRICES AND CASH NETBACK (1)

                                                                                                                    TOTAL
                                                   Quarters - 2009                      Quarters - 2008              YEAR
                                          -----------------------------|-----------------------------------------|--------
(all dollar amounts in Cdn$ unless noted)        1st       2nd    3rd  |     1st        2nd       3rd       4th  |   2008
- -----------------------------------------------------------------------|-----------------------------------------|--------
                                                                                            
PRICES:
WTI Crude Oil (US$/bbl)                        43.08     59.62  68.30  |   97.90     123.98    117.98     58.73     99.65
Nexen Average - Oil (Cdn$/bbl)                 50.41     68.32  72.95  |   93.00     118.00    115.56     59.90     96.92
NYMEX Natural Gas (US$/mmbtu)                   4.48      3.81   3.44  |    8.75      11.48      8.95      6.41      8.90
Nexen Average - Gas (Cdn$/mcf)                  5.11      3.77   3.04  |    7.97      10.21      8.65      6.34      8.44
- -----------------------------------------------------------------------|--------------------------------------------------
                                                                       |
NETBACKS:                                                              |
CANADA - HEAVY OIL                                                     |
Sales (mbbls/d)                                15.4       14.7   14.0  |    16.2       16.4      16.0      16.2      16.2
                                                                       |
Price Received ($/bbl)                         35.35     56.05  59.88  |   65.94      93.16     97.91     41.14     74.51
Royalties & Other                               6.86     12.83  13.47  |   16.65      22.61     24.24      8.81     18.07
Operating Costs                                15.42     16.41  16.21  |   15.76      17.17     16.99     16.69     16.66
- -----------------------------------------------------------------------|--------------------------------------------------
Netback                                        13.07     26.81  30.20  |   33.53      53.38     56.68     15.64     39.78
- -----------------------------------------------------------------------|--------------------------------------------------
CANADA - NATURAL GAS                                                   |
Sales (mmcf/d)                                   137       134    136  |     127        126       133       138       131
                                                                       |
Price Received ($/mcf)                          4.75      3.42   2.85  |    7.57       9.67      8.00      6.06      7.73
Royalties & Other                               0.59      0.15   0.21  |    1.18       1.53      1.52      1.07      1.32
Operating Costs                                 1.54      1.59   1.82  |    1.67       1.84      1.84      1.66      1.75
- -----------------------------------------------------------------------|--------------------------------------------------
Netback                                         2.62      1.68   0.82  |    4.72       6.30      4.64      3.33      4.66
- -----------------------------------------------------------------------|--------------------------------------------------
YEMEN                                                                  |
Sales (mbbls/d)                                 54.7      51.4   43.2  |    62.5       57.4      54.2      51.7      56.4
                                                                       |
Price Received ($/bbl)                         52.30     69.40  76.31  |   96.57     120.39    115.92     64.48     99.87
Royalties & Other                              19.43     31.94  32.08  |   48.07      59.21     52.47     26.33     46.94
Operating Costs                                 9.62     10.39  12.43  |    7.76       8.80      7.82      9.80      8.51
In-country Taxes                                4.92      9.01   9.70  |   11.82      17.45     16.11      7.60     13.31
- -----------------------------------------------------------------------|--------------------------------------------------
Netback                                        18.33     18.06  22.10  |   28.92      34.93     39.52     20.75     31.11
- -----------------------------------------------------------------------|--------------------------------------------------
SYNCRUDE                                                               |
Sales (mbbls/d)                                 19.8      14.9   22.5  |    19.3       19.1      22.9      22.3      20.9
                                                                       |
Price Received ($/bbl)                         55.48     71.58  74.54  |  101.70     130.90    126.56     65.48    105.47
Royalties & Other                               0.40      8.84   8.31  |   11.93      22.08     21.89      4.97     15.11
Operating Costs                                36.95     57.21  29.50  |   35.16      45.09     32.40     34.67     36.53
- -----------------------------------------------------------------------|--------------------------------------------------
Netback                                        18.13      5.53  36.73  |   54.61      63.73     72.27     25.84     53.83
- -----------------------------------------------------------------------|--------------------------------------------------

(1)  Defined as average sales price less royalties and other,  operating  costs,
     and in-country taxes in Yemen.

                                       11




NEXEN INC.
OIL AND GAS CASH NETBACK (1) (CONTINUED)

                                                                                                                    TOTAL
                                                 Quarters - 2009                      Quarters - 2008                YEAR
                                         --------------------------------|--------------------------------------|---------
(all dollar amounts in Cdn$ unless noted)        1st      2nd      3rd   |    1st        2nd       3rd      4th |    2008
- -------------------------------------------------------------------------|--------------------------------------|---------
                                                                                           
UNITED STATES
Crude Oil:                                                               |
   Sales (mbbls/d)                              10.4     12.1      9.5   |   13.7       11.3       8.5      3.8       9.3
   Price Received ($/bbl)                      46.27    66.23    72.27   |  94.07     120.77    122.46    58.43    104.94
Natural Gas:                                                             |
   Sales (mmcf/d)                                 50       61       63   |    112         99        70       31        78
   Price Received ($/mcf)                       5.93     4.58     3.56   |   9.03      11.80     10.14     8.09     10.07
Total Sales Volume (mboe/d)                     18.8     22.2     20.0   |   32.4       27.8      20.2      8.9      22.3
                                                                         |
Price Received ($/boe)                         41.50    48.53    45.43   |  71.10      91.08     86.75    52.77     79.02
Royalties & Other                               4.52     4.94     4.77   |   9.53      12.88     12.30     7.89     11.03
Operating Costs                                13.79    13.11    12.40   |   8.20       9.28     15.62    21.58     11.57
- -------------------------------------------------------------------------|------------------------------------------------
Netback                                        23.19    30.48    28.26   |  53.37      68.92     58.83    23.30     56.42
- -------------------------------------------------------------------------|------------------------------------------------
UNITED KINGDOM                                                           |
Crude Oil:                                                               |
   Sales (mbbls/d)                             100.8     97.0     70.4   |  108.9       89.0     107.0     96.4     100.3
   Price Received ($/bbl)                      51.60    69.42    73.15   |  93.38     118.24    114.89    58.60     96.23
Natural Gas:                                                             |
   Sales (mmcf/d)                                 21       17       17   |     22         24        18       16        20
   Price Received ($/mcf)                       5.50     3.67     2.64   |   6.82       7.06      7.53     5.44      6.78
Total Sales Volume (mboe/d)                    104.3     99.8     73.2   |  112.6       93.0     110.0     99.0     103.7
                                                                         |
Price Received ($/boe)                         50.97    68.10    70.95   |  91.67     114.95    112.99    57.91     94.45
Operating Costs                                 5.48     5.85    10.34   |   5.67       7.42      6.71     7.39      6.75
- -------------------------------------------------------------------------|------------------------------------------------
Netback                                        45.49    62.25    60.61   |  86.00     107.53    106.28    50.52     87.70
- -------------------------------------------------------------------------|------------------------------------------------
OTHER COUNTRIES                                                          |
Sales (mbbls/d)                                  5.5      3.6      2.6   |    6.0        5.7       5.7      5.8       5.8
                                                                         |
Price Received ($/bbl)                         41.68    66.83    70.49   |  91.85     113.18    120.11    72.43     98.98
Royalties & Other                               3.26     5.17     5.38   |   7.46       8.95      9.42     5.81      7.88
Operating Costs                                 4.81     5.73     5.70   |   4.74       4.43      5.14     3.79      4.52
- -------------------------------------------------------------------------|------------------------------------------------
Netback                                        33.61    55.93    59.41   |  79.65      99.80    105.55    62.83     86.58
- -------------------------------------------------------------------------|------------------------------------------------
                                                                         |
COMPANY-WIDE                                                             |
Oil and Gas Sales (mboe/d)                     241.4    228.9    198.2   |  270.1      240.4     250.9    226.9     247.0
                                                                         |
Price Received ($/boe)                         47.56    61.28    63.00   |  85.90     108.26    106.22    56.94     89.78
Royalties & Other                               5.64     9.23     9.58   |  14.87      19.92     16.98     8.22     15.06
Operating Costs                                10.62    11.95    13.60   |   9.46      11.89     10.90    12.01     11.04
In-country Taxes                                1.11     2.02     2.11   |   2.74       4.16      3.48     1.73      3.04
- -------------------------------------------------------------------------|------------------------------------------------
Netback                                        30.19    38.08    37.71   |  58.83      72.29     74.86    34.98     60.64
- -------------------------------------------------------------------------|------------------------------------------------

(1)  Defined as average sales price less royalties and other,  operating  costs,
     and in-country taxes in Yemen.

                                       12




NEXEN INC.
UNAUDITED CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30

                                                                               Three Months            Nine Months
                                                                            Ended September 30       Ended September 30
(Cdn$ millions, except per share amounts)                                    2009         2008        2009       2008
- -----------------------------------------------------------------------------------------------------------------------
                                                                                                    
REVENUES AND OTHER INCOME
     Net Sales                                                              1,097        2,213       3,345      6,154
     Marketing and Other (Note 14)                                            296          131         635        387
                                                                         ----------------------------------------------
                                                                            1,393        2,344       3,980      6,541
                                                                         ----------------------------------------------
EXPENSES
     Operating                                                                321          341         946        998
     Depreciation, Depletion, Amortization and Impairment                     358          386       1,180      1,084
     Transportation and Other                                                 185          291         618        691
     General and Administrative                                               113         (308)        380        165
     Exploration                                                               89          112         219        245
     Interest (Note 9)                                                         84           16         226         59
                                                                         ----------------------------------------------
                                                                            1,150          838       3,569      3,242
                                                                         ----------------------------------------------

INCOME BEFORE PROVISION FOR INCOME TAXES                                      243        1,506         411      3,299
                                                                         ----------------------------------------------

PROVISION FOR (RECOVERY OF) INCOME TAXES
     Current                                                                  190          (26)        514        817
     Future                                                                   (81)         645        (397)       583
                                                                         ----------------------------------------------
                                                                              109          619         117      1,400
                                                                         ----------------------------------------------

NET INCOME                                                                    134          887         294      1,899
     Less: Net Income Attributable to Canexus Non-Controlling Interests       (12)          (1)        (17)        (3)
                                                                         ----------------------------------------------

NET INCOME ATTRIBUTABLE TO NEXEN INC.                                         122          886         277      1,896
                                                                         ==============================================

EARNINGS PER COMMON SHARE ($/share) (Note 15)
     Basic                                                                   0.23        1.68        0.53        3.59
                                                                         ==============================================

     Diluted                                                                 0.23        1.66        0.53        3.53
                                                                         ==============================================


SEE ACCOMPANYING NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

                                       13




NEXEN INC.
UNAUDITED CONSOLIDATED BALANCE SHEET

                                                                               September 30       December 31
(Cdn$ millions, except share amounts)                                                  2009              2008
- --------------------------------------------------------------------------------------------------------------
                                                                                            
ASSETS
   CURRENT ASSETS
      Cash and Cash Equivalents                                                       1,897             2,003
      Restricted Cash (Note 7)                                                          216               103
      Accounts Receivable (Note 2)                                                    2,877             3,163
      Inventories and Supplies (Note 3)                                                 590               484
      Other                                                                             199               169
                                                                          ------------------------------------
         Total Current Assets                                                         5,779             5,922
                                                                          ------------------------------------

   PROPERTY, PLANT AND EQUIPMENT
      Net of Accumulated Depreciation, Depletion, Amortization and
         Impairment of $10,452 (December 31, 2008 - $10,393)                         15,642            14,922
   GOODWILL                                                                             346               390
   FUTURE INCOME TAX ASSETS                                                             916               351
   DEFERRED CHARGES AND OTHER ASSETS (Note 5)                                           386               570
                                                                          ------------------------------------
TOTAL ASSETS                                                                         23,069            22,155
                                                                          ====================================

LIABILITIES
   CURRENT LIABILITIES
      Accounts Payable and Accrued Liabilities (Note 8)                               3,358             3,326
      Accrued Interest Payable                                                           81                67
      Dividends Payable                                                                  26                26
                                                                          ------------------------------------
         Total Current Liabilities                                                    3,465             3,419
                                                                          ------------------------------------

   LONG-TERM DEBT (Note 9)                                                            7,429             6,578
   FUTURE INCOME TAX LIABILITIES                                                      2,698             2,619
   ASSET RETIREMENT OBLIGATIONS (Note 11)                                               992             1,024
   DEFERRED CREDITS AND OTHER LIABILITIES (Note 12)                                   1,084             1,324

SHAREHOLDERS' EQUITY (Note 13)
   Nexen Inc. Shareholders' Equity
      Common Shares, no par value
         Authorized:   Unlimited
         Outstanding:  2009 - 521,846,559 shares
                       2008 - 519,448,590 shares                                      1,025               981
      Contributed Surplus                                                                 1                 2
      Retained Earnings                                                               6,489             6,290
      Accumulated Other Comprehensive Loss                                             (183)             (134)
                                                                          ------------------------------------
   Total Nexen Inc. Shareholders' Equity                                              7,332             7,139
      Canexus Non-Controlling Interests                                                  69                52
                                                                          ------------------------------------
   TOTAL SHAREHOLDERS' EQUITY                                                         7,401             7,191
   COMMITMENTS, CONTINGENCIES AND GUARANTEES (Note 16)
                                                                          ------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                           23,069            22,155
                                                                          ====================================


SEE ACCOMPANYING NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.


                                       14




NEXEN INC.
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30

                                                                                  Three Months             Nine Months
                                                                               Ended September 30       Ended September 30
(Cdn$ millions)                                                                 2009         2008         2009        2008
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                         
OPERATING ACTIVITIES
   Net Income                                                                    134          887          294       1,899
   Charges and Credits to Income not Involving Cash (Note 17)                    174          692          887       1,544
   Exploration Expense                                                            89          112          219         245
   Changes in Non-Cash Working Capital (Note 17)                                 113         (840)         193        (468)
   Other                                                                         (49)         117         (234)         79
                                                                           ------------------------------------------------
                                                                                 461          968        1,359       3,299

FINANCING ACTIVITIES
   Proceeds from Long-Term Notes                                               1,081            -        1,081           -
   Proceeds from (Repayment of) Term Credit Facilities, Net                     (915)       1,031          728         803
   Proceeds from (Repayment of) Canexus Term Credit Facilities, Net               (4)          (9)          48         (19)
   Proceeds from Canexus Debentures                                               46            -           46           -
   Proceeds from Canexus Notes                                                     -            -           -           51
   Repayment of Medium-Term Notes                                                  -            -           -         (125)
   Repayment of Short-Term Borrowings                                             (1)          (4)          (1)         (4)
   Dividends on Common Shares                                                    (26)         (26)         (78)        (66)
   Distributions Paid to Canexus Non-Controlling Interests                        (4)          (4)         (11)        (11)
   Issue of Common Shares and Exercise of Tandem Options for Shares               12            8           42          48
   Repurchase of Common Shares for Cancellation                                    -         (300)           -        (300)
   Changes in Non-Cash Working Capital (Note 17)                                   -           10            -          10
   Other                                                                         (18)           2          (19)          -
                                                                           ------------------------------------------------
                                                                                 171          708        1,836         387

INVESTING ACTIVITIES
   Capital Expenditures
       Exploration and Development                                              (586)        (689)      (1,921)     (2,064)
       Proved Property Acquisitions                                                -            -         (755)         (2)
       Energy Marketing, Chemicals, Corporate and Other                          (69)         (36)        (198)        (83)
   Proceeds on Disposition of Assets                                               2            -           17           -
   Changes in Restricted Cash                                                     93          196         (154)        143
   Changes in Non-Cash Working Capital (Note 17)                                  14          (66)         (41)       (120)
   Other                                                                         (15)          36          (16)        (61)
                                                                           ------------------------------------------------
                                                                                (561)        (559)      (3,068)     (2,187)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS                    (148)          41         (233)         67
                                                                           ------------------------------------------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 (77)       1,158         (106)      1,566

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                1,974          614        2,003         206
                                                                           ------------------------------------------------

CASH AND CASH EQUIVALENTS - END OF PERIOD (1)                                  1,897        1,772        1,897       1,772
                                                                           ================================================

(1)  Cash and cash  equivalents  at  September  30, 2009 consist of cash of $376
     million and short-term  investments of $1,521 million (September 30, 2008 -
     cash of $26 million and short-term investments of $1,746 million).


SEE ACCOMPANYING NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.


                                       15




NEXEN INC.
UNAUDITED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30

                                                                                   Three Months            Nine Months
                                                                                Ended September 30     Ended September 30
(Cdn$ millions)                                                                  2009        2008        2009       2008
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                       
COMMON SHARES, Beginning of Period                                              1,011         972         981        917
      Issue of Common Shares                                                        8           8          37         32
      Exercise of Tandem Options for Shares                                         4           -           5         16
      Accrued Liability Relating to Tandem Options Exercised for Common
         Shares                                                                     2           1           2         16
      Repurchased Under Normal Course Issuer Bid                                    -         (18)          -        (18)
                                                                             ----------------------------------------------
   Balance at End of Period                                                     1,025         963       1,025        963
                                                                             ==============================================

CONTRIBUTED SURPLUS, Beginning of Period                                            2           2           2          3
      Exercise of Tandem Options                                                   (1)          -          (1)        (1)
                                                                             ----------------------------------------------
   Balance at End of Period                                                         1           2           1          2
                                                                             ==============================================

RETAINED EARNINGS, Beginning of Period                                          6,393       5,953       6,290      4,983
      Net Income Attributable to Nexen Inc.                                       122         886         277      1,896
      Dividends on Common Shares (Note 13)                                        (26)        (26)        (78)       (66)
      Repurchase of Common Shares for Cancellation                                  -        (282)          -       (282)
                                                                             ----------------------------------------------
   Balance at End of Period                                                     6,489       6,531       6,489      6,531
                                                                             ----------------------------------------------

ACCUMULATED OTHER COMPREHENSIVE LOSS, Beginning of Period                        (157)       (274)       (134)      (293)
      Other Comprehensive Income (Loss)                                           (26)         41         (49)        60
                                                                             ----------------------------------------------
   Balance at End of Period                                                      (183)       (233)       (183)      (233)
                                                                             ==============================================

CANEXUS NON-CONTROLLING INTERESTS, Beginning of Period                             54          62          52         67
      Net Income Attributable to Non-Controlling Interests                         15           1          24          3
      Distributions Declared to Non-Controlling Interests                          (5)         (5)        (14)       (13)
      Issue of Partnership Units to Non-Controlling Interests under
         Distribution Reinvestment Plan                                             1           1           3          2
      Estimated Fair Value of Conversion Feature of Convertible Debenture
         Issue Attributable to Non-Controlling Interests                            4           -           4          -
                                                                             ----------------------------------------------
   Balance at End of Period                                                        69          59          69         59
                                                                             ==============================================




NEXEN INC.
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30

                                                                                    Three Months           Nine Months
                                                                                 Ended September 30      Ended September 30
(Cdn$ millions)                                                                     2009      2008        2009        2008
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                        
NET INCOME ATTRIBUTABLE TO NEXEN INC.                                                122       886         277       1,896
   Other Comprehensive Income (Loss), Net of Income Taxes:
      Foreign Currency Translation Adjustment
         Net Gains (Losses) on Investment in Self-Sustaining Foreign
              Operations                                                            (408)      221        (693)        365
         Net Gains (Losses) on Foreign-Denominated Debt Hedging Self-
             Sustaining Foreign Operations(1)                                        384      (180)        646        (305)
         Realized Translation Adjustments Recognized in Net Income                    (2)        -          (2)          -
                                                                               ----------------------------------------------
      Other Comprehensive Income (Loss)                                              (26)       41         (49)         60
                                                                               ----------------------------------------------
COMPREHENSIVE INCOME ATTRIBUTABLE TO NEXEN INC.                                       96       927         228       1,956
                                                                               ==============================================


(1)  Net of income tax expense for the three months ended  September 30, 2009 of
     $55 million (2008 - $26 million recovery) and net of income tax expense for
     the nine months ended September 30, 2009 of $93 million (2008 - $45 million
     recovery).

SEE ACCOMPANYING NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.


                                       16


NEXEN INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Cdn$ millions, except as noted

1.   ACCOUNTING POLICIES

Our Unaudited  Consolidated Financial Statements are prepared in accordance with
Canadian  Generally  Accepted  Accounting   Principles  (GAAP).  The  impact  of
significant differences between Canadian and United States GAAP on the Unaudited
Consolidated  Financial  Statements  is  disclosed in Note 19. In the opinion of
management,   the  Unaudited   Consolidated  Financial  Statements  contain  all
adjustments of a normal and recurring  nature  necessary to present fairly Nexen
Inc.'s (Nexen, we or our) financial  position at September 30, 2009 and December
31, 2008 and the results of our  operations and our cash flows for the three and
nine months ended September 30, 2009 and 2008.

We make estimates and assumptions that affect the reported amounts of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  Unaudited  Consolidated  Financial  Statements,  and  revenues and expenses
during the  reporting  period.  Our  management  reviews  these  estimates on an
ongoing basis,  including those related to accruals,  litigation,  environmental
and asset retirement  obligations,  recoverability of assets, income taxes, fair
values of derivative assets and liabilities,  capital adequacy and determination
of proved  reserves.  Changes in facts and  circumstances  may result in revised
estimates  and actual  results may differ from these  estimates.  The results of
operations and cash flows for the three and nine months ended September 30, 2009
are not necessarily  indicative of the results of operations or cash flows to be
expected for the year ending  December 31, 2009.  As at October 27, 2009,  there
are  no  material  subsequent  events  requiring  additional  disclosure  in  or
amendment to these financial statements.

These Unaudited  Consolidated Financial Statements should be read in conjunction
with our Audited  Consolidated  Financial  Statements  included in our 2008 Form
10-K. Except as described below, the accounting policies we follow are described
in Note 1 of the Audited Consolidated  Financial Statements included in our 2008
Form 10-K.


CHANGES IN ACCOUNTING POLICIES
GOODWILL AND INTANGIBLE ASSETS
On January  1, 2009,  we  retrospectively  adopted  the  Canadian  Institute  of
Chartered Accountants (CICA) Section 3064, GOODWILL AND INTANGIBLE ASSETS issued
by the AcSB. This section  clarifies the criteria for the recognition of assets,
intangible assets and internally developed  intangible assets.  Adoption of this
standard  did not  have a  material  impact  on our  results  of  operations  or
financial position.

BUSINESS COMBINATIONS
On January  1, 2009,  we  prospectively  adopted  CICA  Section  1582,  BUSINESS
COMBINATIONS  issued  by the  AcSB.  This  section  establishes  principles  and
requirements of the  acquisition  method for business  combinations  and related
disclosures.  Adoption of this  statement did not have a material  impact on our
results of operations or financial position.

CONSOLIDATED FINANCIAL STATEMENTS AND NON-CONTROLLING INTERESTS
On January 1,  2009,  we adopted  CICA  Sections  1601,  CONSOLIDATED  FINANCIAL
STATEMENTS, and 1602, NON-CONTROLLING INTERESTS issued by the AcSB. Section 1601
establishes standards for the preparation of consolidated  financial statements.
Section 1602 provides  guidance on accounting for  non-controlling  interests in
consolidated financial statements subsequent to a business combination. Adoption
of these  statements did not have a material impact on our results of operations
or  financial  position.  The  presentation  changes  have been  included in the
Unaudited Consolidated Financial Statements as applicable.



2.   ACCOUNTS RECEIVABLE
                                                                                          September 30         December 31
                                                                                                  2009                2008
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                         
Trade
     Energy Marketing                                                                            1,489               1,501
     Energy Marketing Derivative Contracts (Note 6)                                                552                 755
     Oil and Gas                                                                                   657                 639
     Chemicals and Other                                                                            47                  68
                                                                                   ------------------------------------------
                                                                                                 2,745               2,963
Non-Trade                                                                                          186                 270
                                                                                   ------------------------------------------
                                                                                                 2,931               3,233
Allowance for Doubtful Receivables                                                                 (54)                (70)
                                                                                   ------------------------------------------
Total                                                                                            2,877               3,163
                                                                                   ==========================================


                                       17




3.   INVENTORIES AND SUPPLIES

                                                                                          September 30         December 31
                                                                                                  2009                2008
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                         
Finished Products
     Energy Marketing                                                                              449                 384
     Oil and Gas                                                                                    32                  17
     Chemicals and Other                                                                            11                  16
                                                                                   ------------------------------------------
                                                                                                   492                 417
Work in Process                                                                                      8                   6
Field Supplies                                                                                      90                  61
                                                                                   ------------------------------------------
Total                                                                                              590                 484
                                                                                   ==========================================


4.   SUSPENDED EXPLORATION WELL COSTS

The  following  table shows the changes in  capitalized  exploratory  well costs
during the nine months ended  September 30, 2009 and the year ended December 31,
2008,  and  does  not  include  amounts  that  were  initially  capitalized  and
subsequently  expensed in the same period.  Suspended exploration well costs are
included in property, plant and equipment.



                                                                                     Nine Months Ended           Year Ended
                                                                                          September 30          December 31
                                                                                                  2009                 2008
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                          
Beginning of Period                                                                                518                  326
     Exploratory Well Costs Capitalized Pending the Determination of
       Proved Reserves                                                                             186                  254
     Capitalized Exploratory Well Costs Charged to Expense                                         (32)                 (81)
     Transfers to Wells, Facilities and Equipment Based on
       Determination of Proved Reserves                                                            (17)                 (29)
     Effects of Foreign Exchange Rate Changes                                                      (37)                  48
                                                                                   ------------------------------------------
End of Period                                                                                      618                  518
                                                                                   ==========================================


The following  table  provides an aging of  capitalized  exploratory  well costs
based on the date  drilling was  completed  and shows the number of projects for
which exploratory well costs have been capitalized for a period greater than one
year after the completion of drilling.



                                                                                          September 30          December 31
                                                                                                  2009                 2008
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                          
Capitalized for a Period of One Year or Less                                                       189                  239
Capitalized for a Period of Greater than One Year                                                  429                  279
                                                                                   ------------------------------------------
Total                                                                                              618                  518
                                                                                   ==========================================

Number of Projects that have Exploratory Well Costs Capitalized for a Period
     Greater than One Year                                                                          11                    7
                                                                                   ------------------------------------------


As at September 30, 2009, we have  exploratory  costs that have been capitalized
for more than one year  relating to our interests in six  exploratory  blocks in
the North Sea ($178 million),  certain coalbed methane and shale gas exploratory
activities  in Canada  ($120  million),  two  exploratory  blocks in the Gulf of
Mexico ($112 million), and our interest in an exploratory block offshore Nigeria
($19 million).  These costs relate to projects with successful exploration wells
for which we have not been able to recognize proved  reserves.  We are assessing
all of these wells and  projects,  and are working  with our partners to prepare
development  plans,  drill  additional  appraisal wells or to assess  commercial
viability.




                                       18




5.   DEFERRED CHARGES AND OTHER ASSETS

                                                                                          September 30          December 31
                                                                                                  2009                 2008
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                          
Crude Oil Put Options and Natural Gas Swaps (Note 6) (1)                                             -                  234
Long-Term Energy Marketing Derivative Contracts (Note 6)                                           241                  217
Long-Term Capital Prepayments                                                                       42                   61
Asset Retirement Remediation Fund                                                                    9                    9
Defined Benefit Pension Assets                                                                      46                    3
Other                                                                                               48                   46
                                                                                   ------------------------------------------
Total                                                                                              386                  570
                                                                                   ==========================================

(1)  The crude oil put options were  reclassified to other current assets in the
     first quarter as they settle within 12 months.


6.   FINANCIAL INSTRUMENTS

Financial  instruments  carried at fair value on our balance  sheet include cash
and cash  equivalents,  restricted  cash and  derivatives  used for  trading and
non-trading  purposes.  Our  other  financial  instruments,  including  accounts
receivable,  accounts  payable,  accrued interest  payable,  dividends  payable,
short-term borrowings and long-term debt, are carried at cost or amortized cost.
The carrying values of our short-term receivables and payables approximate their
fair value as the instruments are near maturity.


In our energy  marketing  group,  we enter into  contracts  to purchase and sell
crude  oil,  natural  gas and  other  energy  commodities,  and  use  derivative
contracts,  including  futures,  forwards,  swaps and  options,  for hedging and
trading purposes (collectively  derivatives).  We also use derivatives to manage
commodity  price risk and foreign  currency risk for  non-trading  purposes.  We
categorize our derivative  instruments as trading or non-trading  activities and
carry the  instruments  at fair  value on our  balance  sheet.  The  derivatives
section below details our  derivatives and fair values as at September 30, 2009.
The fair  values are  included  with  accounts  receivable  or  payable  and are
classified as long-term or short-term based on anticipated  settlement date. Any
change in fair value is included in marketing and other income.


We carry our long-term debt at amortized cost using the effective  interest rate
method.  At September 30, 2009,  the estimated  fair value of our long-term debt
was $7,531  million  (December  31,  2008 - $5,686  million)  as compared to the
carrying value of $7,429 million (December 31, 2008 - $6,578 million).  The fair
value of long-term debt is estimated  based on prices provided by quoted markets
and third-party brokers.



                                       19


DERIVATIVES

(a)  DERIVATIVE CONTRACTS RELATED TO TRADING ACTIVITIES

Our energy marketing group engages in various activities  including the purchase
and sale of physical  commodities and the use of financial  instruments  such as
commodity and foreign exchange futures, forwards and swaps to economically hedge
exposures and generate revenue. These contracts are accounted for as derivatives
and, where applicable, are presented net on the balance sheet in accordance with
netting arrangements.  The fair value and carrying amounts related to derivative
instruments held by our energy marketing operations are as follows:



                                                                                         September 30           December 31
                                                                                                 2009                  2008
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                          
  Commodity Contracts                                                                             537                   742
  Foreign Exchange Contracts                                                                       15                    13
                                                                                  ------------------------------------------
Accounts Receivable (Note 2)                                                                      552                   755
                                                                                  ------------------------------------------

  Commodity Contracts                                                                             241                   213
  Foreign Exchange Contracts                                                                        -                     4
                                                                                  ------------------------------------------
Deferred Charges and Other Assets (Note 5) (1)                                                    241                   217
                                                                                  ------------------------------------------

  Total Trading Derivative Assets                                                                 793                   972
                                                                                  ==========================================

  Commodity Contracts                                                                             516                   585
  Foreign Exchange Contracts                                                                       56                    30
                                                                                  ------------------------------------------
Accounts Payable and Accrued Liabilities (Note 8)                                                 572                   615
                                                                                  ------------------------------------------

  Commodity Contracts                                                                             228                   248
  Foreign Exchange Contracts                                                                        -                    46
                                                                                  ------------------------------------------
Deferred Credits and Other Liabilities (Note 12) (1)                                              228                   294
                                                                                  ------------------------------------------

  Total Trading Derivative Liabilities                                                            800                   909
                                                                                  ==========================================

  Total Net Trading Derivative Contracts                                                           (7)                   63
                                                                                  ==========================================


(1)  These  derivative  contracts  settle  beyond 12 months  and are  considered
     non-current;  once  settlement  is within 12 months,  they are  included in
     accounts receivable or accounts payable.

Excluding  the impact of  netting  arrangements,  the fair  value of  derivative
instruments is as follows:



                                                                                                            September 30
                                                                                                                    2009
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                         
Current Trading Assets                                                                                             3,608
Non-Current Trading Assets                                                                                         1,031
                                                                                                        ---------------------
  Total Trading Derivative Assets                                                                                  4,639
                                                                                                        =====================

Current Trading Liabilities                                                                                        3,628
Non-Current Trading Liabilities                                                                                    1,018
                                                                                                        ---------------------
  Total Trading Derivative Liabilities                                                                             4,646
                                                                                                        =====================

                                                                                                        ---------------------
  Total Net Trading Derivative Contracts                                                                              (7)
                                                                                                        =====================


Trading  revenues  generated by our energy  marketing  group  include  gains and
losses on derivative instruments and non-derivative instruments such as physical
inventory.  During the three and nine  months  ended  September  30,  2009,  the
following trading revenues were recognized in marketing and other income:



                                                                                         Three Months            Nine Months
                                                                                   Ended September 30     Ended September 30
                                                                                                 2009                   2009
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Commodity                                                                                         177                    748
Foreign Exchange                                                                                   11                    (72)
                                                                                  --------------------- ----------------------
  Marketing Revenue (Note 14)                                                                     188                    676
                                                                                  ===================== ======================


                                       20


As an energy marketer,  we may undertake several transactions during a period to
execute a single sale of physical  product.  Each transaction may be represented
by one or more derivative  instruments  including a physical buy, physical sell,
and in many cases,  numerous financial  instruments for economically hedging and
trading purposes.  The absolute notional volumes  associated with our derivative
instrument transactions are as follows:



                                                                                       Three Months              Nine Months
                                                                                 Ended September 30       Ended September 30
                                                                                               2009                     2009
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                 
Natural Gas                                                            bcf/d                   19.3                     22.2
Crude Oil                                                           mmbbls/d                    3.1                      3.6
Power                                                                  GWh/d                  236.1                    231.0
Foreign Exchange                                                USD millions                    742                    1,973
Foreign Exchange                                               Euro millions                     48                      308
                                                                             -----------------------------------------------


(b)  DERIVATIVE CONTRACTS RELATED TO NON-TRADING ACTIVITIES

The fair  value and  carrying  amounts  of  derivative  instruments  related  to
non-trading activities are as follows:



                                                                                         September 30           December 31
                                                                                                 2009                  2008
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                          
Accounts Receivable                                                                                12                     6
Deferred Charges and Other Assets (Note 5) (1)                                                      -                   234
                                                                                  --------------------------------------------
  Total Non-Trading Derivative Assets                                                              12                   240
                                                                                  ============================================

Accounts Payable and Accrued Liabilities                                                           27                    21
Deferred Credits and Other Liabilities (1)                                                          7                    26
                                                                                  --------------------------------------------
  Total Non-Trading Derivative Liabilities                                                         34                    47
                                                                                  ============================================

  Total Net Non-Trading Derivative Contracts (2)                                                  (22)                  193
                                                                                  ============================================

(1)  These  derivative  contracts  settle  beyond 12 months  and are  considered
     non-current.
(2)  The net fair  value of these  derivatives  is equal to the gross fair value
     before  consideration  of netting  arrangements  and  collateral  posted or
     received with counterparties.

CRUDE OIL PUT OPTIONS
In 2008,  we purchased  put options on  approximately  70,000 bbls/d of our 2009
crude oil production for $14 million.  These options establish an annual average
Dated Brent floor price of US$60/bbl on these volumes. In September 2008, Lehman
Brothers  filed for bankruptcy  protection.  This impacts  approximately  25,000
bbls/d of our 2009 put options and the  carrying  value of these put options has
been reduced to nil. The crude oil put options are carried at fair value and are
classified  as long-term or  short-term  based on their  anticipated  settlement
date.  Fair value of the put options is  supported by multiple  quotes  obtained
from third party brokers,  which were validated with  observable  market data to
the extent possible.  With the rise in Dated Brent oil price since the beginning
of the  year,  the fair  value of the  crude  oil put  options  decreased.  This
decrease is included in marketing and other income.



                                                                                                    Change in Fair Value
                                                                                            -----------------------------------
                                                                                               Three Months        Nine Months
                                                                                                      Ended              Ended
                                            Notional                 Average          Fair     September 30       September 30
                                             Volumes     Term    Floor Price         Value             2009               2009
- -------------------------------------------------------------------------------------------------------------------------------
                                             (bbls/d)               (US$/bbl)
                                                                                                
Dated Brent Crude Oil Put Options             45,000     2009             60            12              (23)              (218)
Dated Brent Crude Oil Put Options             25,000     2009             60             -                -                  -
                                                                              -------------------------------------------------
                                                                                        12              (23)              (218)
                                                                              =================================================



                                       21



FIXED-PRICE NATURAL GAS CONTRACTS AND NATURAL GAS SWAPS
We have fixed-price natural gas sales contracts and offsetting natural gas swaps
that are not part of our trading activities. These sales contracts and swaps are
carried at fair value and are  classified  as long-term or  short-term  based on
their  anticipated  settlement date. The change in fair value of the fixed price
natural gas  contracts  and natural gas swaps is included in marketing and other
income.



                                                                                                    Change in Fair Value
                                                                                            -----------------------------------
                                                                                               Three Months        Nine Months
                                                                                                      Ended              Ended
                                            Notional                 Average          Fair     September 30       September 30
                                             Volumes     Term          Price         Value             2009               2009
- -------------------------------------------------------------------------------------------------------------------------------
                                               (Gj/d)                  ($/Gj)
                                                                                                
Fixed-Price Natural Gas Contracts             15,514     2009           2.28          (14)               (2)                 7
                                              15,514     2010           2.28           (5)                4                 21
Natural Gas Swaps                             15,514     2009           7.60          (13)                3                (19)
                                              15,514     2010           7.60           (2)                2                 (3)
                                                                                 ----------------------------------------------
                                                                                      (34)                7                  6
                                                                                 ==============================================


(c)  FAIR VALUE OF DERIVATIVES

Our processes for  estimating and  classifying  the fair value of our derivative
contracts are consistent with those in place at December 31, 2008. The following
table  includes  our  derivatives  carried  at fair  value for our  trading  and
non-trading   activities  as  at  September  30,  2009.   Financial  assets  and
liabilities  are classified in the fair value  hierarchy in their entirety based
on the lowest level of input that is significant to the fair value  measurement.
Assessment  of  the  significance  of a  particular  input  to  the  fair  value
measurement  requires  judgment and may affect  placement  within the fair value
hierarchy levels.



Net Derivatives                                                           Level 1       Level 2       Level 3           Total
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                            
  Trading Derivatives                                                        (180)          151            22              (7)
  Non-Trading Derivatives                                                       -           (22)            -             (22)
                                                                     ---------------------------------------------------------
  Total                                                                      (180)          129            22             (29)
                                                                     =========================================================


A reconciliation  of changes in the fair value of our derivatives  classified as
Level 3 for the nine months ended September 30, 2009 is provided below:



                                                                                                                      Level 3
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   
Beginning of Period                                                                                                       (82)
  Realized and Unrealized Gains (Losses)                                                                                   57
  Purchases, Issuances and Settlements                                                                                     55
  Transfers In and/or Out of Level 3                                                                                       (8)
                                                                                                               ---------------
End of Period                                                                                                              22
                                                                                                               ===============

Unsettled Gains (Losses) Relating to Instruments Still Held as of September 30, 2009                                       49
                                                                                                               ===============


Trading derivatives classified in Level 3 are generally economically hedged such
that  gains or losses on  positions  classified  in Level 3 are often  offset by
gains or losses on positions  classified in Level 1 or 2.  Transfers into or out
of Level 3 represent existing assets and liabilities that were either previously
categorized as a higher level for which the inputs became unobservable or assets
and liabilities that were previously  classified as Level 3 for which the lowest
significant input became observable during the period.


7.   RISK MANAGEMENT

(a)  MARKET RISK

We invest in significant capital projects, purchase and sell commodities,  issue
short-term  borrowings  and long-term  debt,  and invest in foreign  operations.
These  activities  expose us to market risks from  changes in commodity  prices,
foreign  exchange  rates and interest  rates,  which affect our earnings and the
value of the financial  instruments we hold. We use  derivatives for trading and
non-trading  purposes as part of our overall  risk  management  policy to manage
these market exposures.

The following  market risk  discussion  focuses on the commodity  price risk and
foreign  currency risk related to our financial  instruments  as our exposure to
interest rate risk is immaterial as substantially all of our debt is fixed rate.


                                       22


COMMODITY PRICE RISK

We are exposed to  commodity  price  movements as part of our normal oil and gas
operations,  particularly  in relation to the prices  received for our crude oil
and natural gas.  Commodity  price risk related to  conventional  and  synthetic
crude oil prices is our most  significant  market risk  exposure.  Crude oil and
natural gas are sensitive to numerous  worldwide  factors and are generally sold
at  contract  or  posted  prices.  Changes  in  the  global  supply  and  demand
fundamentals in the crude oil market and geopolitical  events can  significantly
affect  crude oil prices,  while  natural gas prices are  affected  primarily by
North American supply and demand fundamentals.  Changes in crude oil and natural
gas prices may significantly affect our results of operations and cash generated
from operating activities. Consequently, these changes may also affect the value
of our oil and gas  properties,  our  level  of  spending  for  exploration  and
development, and our ability to meet our obligations as they come due.

The majority of our oil and gas production is sold under  short-term  contracts,
exposing us to the risk of price  movements.  Other energy contracts also expose
us to  commodity  price risk during the time  between  when we purchase and sell
contracted  volumes.  We  periodically  manage  these risks by using  derivative
contracts such as commodity put options.

Our energy marketing business is focused on providing services for our customers
and suppliers to meet their energy commodity needs. We market and trade physical
energy  commodities  including  crude oil,  natural gas,  electricity  and other
commodities in selected  regions of the world.  We accomplish this by buying and
selling  physical  commodities,  by  acquiring  and  holding  rights to physical
transportation and storage assets for these commodities,  and by building strong
relationships with our customers and suppliers. In order to manage the commodity
and foreign  exchange price risks that are generated by this physical  business,
we  use  financial  derivative  contracts  including   energy-related   futures,
forwards, swaps and options, as well as foreign currency swaps or forwards.

We also seek to profit from our views on the future movement of energy commodity
pricing  relationships,  primarily between different locations,  time periods or
product  qualities.  We do this by holding  open  positions,  where the terms of
physical  or  financial  contracts  are not  completely  matched  to  offsetting
positions.  We may also carry  exposures  to the  absolute  change in  commodity
prices  based on our market views or as a  consequence  of managing our physical
and financial positions on a daily basis.

Our risk management  activities include prescribed capital limits and the use of
tools  such as  Value-at-Risk  (VaR)  and  stress  testing  consistent  with the
methodology used at December 31, 2008. Our period end, high, low and average VaR
amounts for the three and nine months ended September 30, 2009 are as follows:



                                                                                 Three Months              Nine Months
                                                                              Ended September 30         Ended September 30
Value-at-Risk                                                                 2009          2008         2009          2008
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                           
Period End                                                                      13            27           13            27
High                                                                            15            33           24            40
Low                                                                             11            19           11            19
Average                                                                         12            29           16            31
                                                                         ---------------------------------------------------


If  market  shocks  occur  in 2009  as they  did in  2008,  the key  assumptions
underlying  our VaR estimate  could be exceeded and the potential  loss could be
greater  than our  estimate.  We  perform  stress  tests on a  regular  basis to
complement  VaR and  assess the  impact of  non-normal  changes in prices on our
positions.

FOREIGN CURRENCY RISK

Foreign  currency  risk is created by  fluctuations  in the fair  values or cash
flows of  financial  instruments  due to changes in foreign  exchange  rates.  A
substantial  portion of our  activities  are  transacted  in or referenced to US
dollars including:

o    sales of crude oil, natural gas and certain chemicals products;
o    capital  spending and expenses for our oil and gas,  Syncrude and chemicals
     operations;
o    commodity  derivative  contracts  used  primarily  by our energy  marketing
     group; and
o    short-term borrowings and long-term debt.

In our oil and gas operations,  we manage our exposure to  fluctuations  between
the US and  Canadian  dollar  by  matching  our  expected  net  cash  flows  and
borrowings in the same currency. Net revenue from our foreign operations and our
US-dollar  borrowings are generally used to fund US-dollar capital  expenditures
and debt  repayments.  We maintain  revolving  Canadian and US-dollar  borrowing
facilities  that can be used or repaid  depending  on expected  cash  flows.  We
designate a portion of our US-dollar borrowings as a hedge against our US-dollar
net investment in self-sustaining foreign operations.


                                       23


The foreign  exchange  gains or losses  related to the effective  portion of our
designated US-dollar debt are included in accumulated other comprehensive income
in  shareholders'   equity.  Our  net  investment  in  self-sustaining   foreign
operations and our designated  US-dollar debt at September 30, 2009 and December
31, 2008 are as follows:



                                                                                          September 30            December 31
(US$ millions)                                                                                    2009                   2008
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                            
Net Investment in Self-Sustaining Foreign Operations                                             4,272                  4,662
Designated US-Dollar Debt                                                                        4,272                  4,545
                                                                                   -------------------------------------------


For the three and nine month periods ended  September 30, 2009, the  ineffective
portion of our  US-dollar  debt  resulted in a net foreign  exchange gain of $78
million  and  $135  million,   respectively   ($68  million  and  $118  million,
respectively,  net of income tax expense) and is included in marketing and other
income.  A one cent change in the US dollar to  Canadian  dollar  exchange  rate
would  increase  or  decrease  our  accumulated  other  comprehensive  income by
approximately $43 million, net of income tax, and would increase or decrease our
net income by approximately $8 million, net of income tax.

We also have modest exposures to currencies other than the US dollar including a
portion  of our  UK  operating  expenses,  capital  spending  and  future  asset
retirement  obligations which are denominated in British Pounds and Euros. We do
not have any material exposure to highly inflationary foreign currencies. In our
energy  marketing  group,  we enter  into  transactions  in  various  currencies
including  Canadian and US dollars,  British  Pounds and Euros.  We may actively
manage significant currency exposures using forward contracts and swaps.

(b)  CREDIT RISK

Credit  risk  affects  our oil,  gas and  chemicals  operations  and trading and
non-trading  derivative  activities is the risk of loss if counterparties do not
fulfill  their  contractual  obligations.  Most of our credit  exposure  is with
counterparties in the energy industry, including integrated oil companies, crude
oil  refiners and  utilities,  and are subject to normal  industry  credit risk.
Approximately  74% of our  exposure is with these large energy  companies.  This
concentration of risk within the energy industry is reduced because of our broad
base of domestic and international counterparties.  Our processes to manage this
risk are consistent with those in place at December 31, 2008.

At September 30, 2009, only one counterparty  individually made up more than 10%
of our credit exposure. This counterparty is a major integrated oil company with
a strong  investment grade credit rating. No other  counterparties  made up more
than 5% of our credit exposure.  The following table illustrates the composition
of credit exposure by credit rating.



                                                                                          September 30           December 31
CREDIT RATING                                                                                     2009                  2008
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                           
A or higher                                                                                        71%                   65%
BBB                                                                                                22%                   29%
Non-Investment Grade                                                                                7%                    6%
                                                                                   ------------------------------------------
TOTAL                                                                                             100%                  100%
                                                                                   ==========================================


Our maximum  counterparty  credit  exposure at the balance  sheet date  consists
primarily of the carrying  amounts on  non-derivative  financial  assets such as
cash and cash equivalents,  restricted cash, accounts receivable, as well as the
fair value of  derivative  financial  assets.  We provided an  allowance  of $54
million for credit risk with our counterparties. In addition, we incorporate the
credit risk associated with counterparty  default, as well as Nexen's own credit
risk, into our estimates of fair value.

Collateral received from customers at September 30, 2009 includes $51 million of
cash and $506 million of letters of credit.  The cash received reflects customer
deposits  that are  included in accounts  payable and accrued  liabilities.

(c)  LIQUIDITY RISK

Liquidity  risk  is the  risk  that we will  not be able to meet  our  financial
obligations  as they  become  due.  We require  liquidity  specifically  to fund
capital  requirements,  satisfy financial obligations as they become due, and to
operate our energy marketing business. We generally rely on operating cash flows
to provide liquidity and we also maintain  significant  undrawn committed credit
facilities. At September 30, 2009, we had approximately $3.2 billion of cash and
available committed lines of credit. This includes $1.9 billion of cash and cash
equivalents on hand. In addition, we have undrawn term credit facilities of $1.7
billion, of which $427 million was supporting letters of credit at September 30,
2009. These facilities are available until 2012. We also have about $493 million
of undrawn, uncommitted credit facilities at September 30, 2009.


                                       24


The following  table details the contractual  maturities for our  non-derivative
financial  liabilities,  including both the principal and interest cash flows at
September 30, 2009:



                                                                less than                                           more than
                                                Total              1 Year           1-3 Years        4-5 Years        5 Years
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
Long-Term Debt (1)                              7,522                   -            1,847               590            5,085
Interest on Long-Term Debt (2)                  8,340                 369              739               712            6,520
                                       ---------------------------------------------------------------------------------------
Total                                          15,862                 369            2,586             1,302           11,605
                                       =======================================================================================

(1)  Excludes cash and cash equivalents currently available.
(2)  Excludes  interest on term credit  facilities  of $3.3  billion and Canexus
     term  credit  facilities  of  $452  million  as the  amounts  drawn  on the
     facilities  fluctuate.  Based on amounts  drawn at  September  30, 2009 and
     current  interest  rates,  we would be required to pay $20 million per year
     until the outstanding amounts on the term credit facilities are repaid.

The following table details contractual  maturities for our derivative financial
liabilities.  The balance sheet  amounts for  derivative  financial  liabilities
included below are not materially  different from the contractual amounts due on
maturity.



                                                                less than                                           more than
                                                Total              1 Year           1-3 Years        4-5 Years        5 Years
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Trading Derivatives (Note 6)                      800                 572              189                39                -
Non-Trading Derivatives (Note 6)                   34                  27                7                 -                -
                                       ---------------------------------------------------------------------------------------
Total                                             834                 599              196                39                -
                                       =======================================================================================


The commercial  agreements our energy  marketing  group enter into often include
financial  assurance   provisions  that  allow  us  and  our  counterparties  to
effectively manage credit risk. The agreements normally require collateral to be
posted  if an  adverse  credit-related  event  occurs,  such as a drop in credit
rating.  Based on contracts in place and commodity prices at September 30, 2009,
we  could  be  required  to post  collateral  of up to $975  million  if we were
downgraded  to  non-investment  grade.  This  represents  the maximum  amount of
collateral that we would be required to post assuming a severe event that causes
all rating agencies to  simultaneously  downgrade us and no actions are taken by
us to mitigate our exposure. This amount includes trade payables of $686 million
and  derivative  contracts  with a fair  value  of $289  million.  All of  these
obligations  are included on our September 30, 2009 balance sheet.  In the event
of  a  ratings  downgrade,   we  could  monetize  our  trading  inventories  and
receivables  and draw on our existing  credit  facilities to meet our collateral
obligations.  Further  various  actions  can  be  taken,  in  anticipation  of a
downgrade  that would reduce the maximum  amount of  collateral we would need to
provide.

At  September  30,  2009,  collateral  posted with  counterparties  includes $14
million of cash and $330  million of  letters of credit  related to our  trading
activities.   Cash  posted  is  included  with  our  accounts  receivable.  Cash
collateral is not normally applied to contract  settlement.  Once a contract has
been settled,  the collateral amounts are refunded.  If there is a default,  the
cash is retained.  Our exchange-traded  derivative contracts are also subject to
margin requirements.  We have margin deposits of $216 million (December 31, 2008
- - $103 million), which have been included in restricted cash.



8.   ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

                                                                                          September 30          December 31
                                                                                                  2009                 2008
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                          
Energy Marketing                                                                                 1,437                1,286
Accrued Payables                                                                                   699                  887
Energy Marketing Derivative Contracts (Note 6)                                                     572                  615
Income Taxes Payable                                                                               209                   69
Trade Payables                                                                                     208                  251
Stock-Based Compensation                                                                           109                   97
Other                                                                                              124                  121
                                                                                   ------------------------------------------
Total                                                                                            3,358                3,326
                                                                                   ==========================================



                                       25




9.   SHORT-TERM BORROWINGS AND LONG-TERM DEBT

                                                                                          September 30           December 31
                                                                                                  2009                  2008
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                           
Canexus Term Credit Facilities, due 2011 (US$223 million drawn) (a)                                239                   223
Term Credit Facilities, due 2012 (US$1.5 billion drawn) (b)                                      1,608                 1,225
Canexus Notes, due 2013 (US$50 million)                                                             54                    61
Notes, due 2013 (US$500 million)                                                                   536                   612
Canexus Convertible Debentures, due 2014 (c)                                                        46                     -
Notes, due 2015 (US$250 million)                                                                   268                   306
Notes, due 2017 (US$250 million)                                                                   268                   306
Notes, due 2019 (US$300 million) (d)                                                               322                     -
Notes, due 2028 (US$200 million)                                                                   214                   245
Notes, due 2032 (US$500 million)                                                                   536                   612
Notes, due 2035 (US$790 million)                                                                   847                   968
Notes, due 2037 (US$1,250 million)                                                               1,340                 1,531
Notes, due 2039 (US$700 million) (e)                                                               751                     -
Subordinated Debentures, due 2043 (US$460 million)                                                 493                   563
                                                                                   -------------------------------------------
                                                                                                 7,522                 6,652
Unamortized Debt Issue Costs                                                                       (93)                  (74)
                                                                                   -------------------------------------------
Total                                                                                            7,429                 6,578
                                                                                   ===========================================


(a)  CANEXUS TERM CREDIT FACILITIES

Canexus has $452  million  (US$422  million) of  committed,  secured term credit
facilities, $431 million (US$402 million) of which is available until 2011, with
the balance due 2013. At September 30, 2009, $239 million  (US$223  million) was
drawn on these facilities  (December 31, 2008 - $223 million (US$182  million)).
Borrowings are available as Canadian bankers'  acceptances,  LIBOR-based  loans,
Canadian  prime rate loans or  US-dollar  base rate  loans.  Interest is payable
monthly at floating rates. The term credit  facilities are secured by a floating
charge debenture over all of Canexus' assets.  The credit facility also contains
covenants   with   respect  to  certain   financial   ratios  of  Canexus.   The
weighted-average  interest rate on the Canexus term credit  facilities  was 2.0%
for the three months ended  September 30, 2009 (three months ended September 30,
2008 - 4.6%) and 2.3% for the nine months ended  September 30, 2009 (nine months
ended September 30, 2008 - 4.5%).

(b)  TERM CREDIT FACILITIES

We have  unsecured  term credit  facilities  of $3.3  billion  (US$3.1  billion)
available until 2012. At September 30, 2009,  $1.6 billion (US$1.5  billion) was
drawn on these  facilities  (December 31, 2008 - $1.2 billion  (US$1  billion)).
Borrowings are available as Canadian bankers'  acceptances,  LIBOR-based  loans,
Canadian prime rate loans,  US-dollar base rate loans or British pound call-rate
loans. Interest is payable at floating rates. The weighted-average interest rate
on our term credit  facilities was 0.9% for the three months ended September 30,
2009 (three months ended September 30, 2008 - 3.5%) and 1.0% for the nine months
ended  September  30, 2009 (nine months  ended  September  30, 2008 - 3.6%).  At
September  30, 2009,  $427 million  (US$398  million) of these  facilities  were
utilized  to support  outstanding  letters of credit  (December  31, 2008 - $381
million (US$311 million)).

(c)  CANEXUS CONVERTIBLE DEBENTURES

In August 2009, Canexus issued $46 million of convertible unsecured subordinated
debentures to non-controlling interests.  Interest is payable semi-annually at a
rate of 8.00%.  These debentures mature on December 31, 2014 and are convertible
at the holder's option at any time prior to the close of business on the earlier
of i) the maturity date and ii) the business day immediately  preceding the date
specified by Canexus for  redemption  of the  debentures  into trust units.  The
conversion price is $5.10 per trust unit.

Canexus has the option to redeem the debentures in whole or in part from time to
time subject to the satisfaction of certain conditions,  after December 31, 2012
but before  maturity,  at a redemption  price equal to the principal  amount and
unpaid interest.  Canexus may elect to satisfy its obligation to pay interest or
repay the principal by issuing trust units at market value.

The estimated fair value of the conversion feature of the convertible debentures
amounted  to $4  million  and was  included  in  non-controlling  interests,  in
shareholders'  equity.  The amount of the  convertible  debentures  allocated to
long-term debt is being  amortized over the term of the debt using the effective
interest  rate method.

                                       26


Concurrent with the issuance, we acquired $40 million of debentures from Canexus
with  substantially the same terms which allow us to protect against dilution of
our  ownership  interest at our  option.  These  debentures  are  eliminated  on
consolidation.

(d)   NOTES, DUE 2019

In  July  2009,  we  issued  US$300  million  of  notes.   Interest  is  payable
semi-annually  at a rate of  6.20%,  and the  principal  is to be repaid in July
2019. We may redeem part or all of the notes at any time. The  redemption  price
will be the  greater of par and an amount that  provides  the same yield as a US
Treasury security having a  term-to-maturity  equal to the remaining term of the
notes plus 0.40%.

(e)   NOTES, DUE 2039

In  July  2009,  we  issued  US$700  million  of  notes.   Interest  is  payable
semi-annually  at a rate of  7.50%,  and the  principal  is to be repaid in July
2039. We may redeem part or all of the notes at any time. The  redemption  price
will be the  greater of par and an amount that  provides  the same yield as a US
Treasury security having a  term-to-maturity  equal to the remaining term of the
notes plus 0.45%.



(f)  INTEREST EXPENSE

                                                                                 Three Months                Nine Months
                                                                              Ended September 30         Ended September 30
                                                                              2009          2008         2009          2008
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                           
Long-Term Debt                                                                  96            75          274           220
Other                                                                            4             5           12            15
                                                                         ---------------------------------------------------
Total                                                                          100            80          286           235
   Less: Capitalized                                                           (16)          (64)         (60)         (176)
                                                                         ---------------------------------------------------
Total                                                                           84            16          226            59
                                                                         ===================================================


Capitalized  interest  relates to and is included as part of the cost of our oil
and gas and  Syncrude  properties.  The  capitalization  rates  are based on our
weighted-average cost of borrowings.

(g)  SHORT-TERM BORROWINGS

Nexen has uncommitted, unsecured credit facilities of approximately $493 million
(US$459  million),  none of which were drawn at September 30, 2009 (December 31,
2008 - nil). We utilized $119 million  (US$111  million) of these  facilities to
support outstanding letters of credit at September 30, 2009 (December 31, 2008 -
$29  million  (US$24  million)).  Interest  is payable at  floating  rates.  The
weighted-average  interest  rate on our  short-term  borrowings  was nil for the
three months ended  September 30, 2009 (three months ended  September 30, 2008 -
3.6%) and 2.1% for the nine months ended  September  30, 2009 (nine months ended
September 30, 2008 - 3.2%).

10.  CAPITAL MANAGEMENT

Our objectives  and processes for managing our capital  structure are consistent
with those in place at December 31, 2008. Our capital  consists of shareholders'
equity,  short-term borrowings,  long-term debt and cash and cash equivalents as
follows:



                                                                                              September 30        December 31
                                                                                                      2009               2008
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                            
NET DEBT (1)
  Long-Term Debt                                                                                     7,429              6,578
     Less: Cash and Cash Equivalents                                                                (1,897)            (2,003)
                                                                                          ------------------------------------
Total                                                                                                5,532              4,575
                                                                                          ====================================

SHAREHOLDERS' EQUITY                                                                                 7,401              7,191
                                                                                          ====================================

(1)  Includes all of our  borrowings  and is  calculated  as long-term  debt and
     short-term borrowings less cash and cash equivalents.

We monitor the leverage in our capital  structure by reviewing  the ratio of net
debt to cash flow from  operating  activities  and interest  coverage  ratios at
various commodity prices.

We use the  ratio of net debt to cash flow from  operating  activities  as a key
indicator of our leverage and to monitor the strength of our balance sheet.  Net
debt is a non-GAAP measure that does not have any standard meaning prescribed by
GAAP and  therefore  may not be  comparable  to similar  measures  presented  by
others.  We calculate  net debt using the GAAP  measures of  long-term  debt and
short-term  borrowings  less  cash and cash  equivalents  (excluding  restricted
cash).

For the twelve months ended  September 30, 2009,  our net debt to cash flow from
operating  activities  ratio was 2.3 times compared to 1.1 times at December 31,
2008.  While we typically  expect the target ratio to fluctuate  between 1.0 and


                                       27


2.0  times  under  normalized  commodity  prices,  this can be  higher  or lower
depending  on  commodity  price   volatility  or  when  we  identify   strategic
opportunities  requiring  additional  investment.  Whenever we exceed our target
ratio,  we assess  whether we need to develop a strategy to reduce our  leverage
and lower this ratio back to target levels over time.

Our  interest   coverage  ratio  monitors  our  ability  to  fund  the  interest
requirements  associated  with our debt. Our interest  coverage was 7.2 times at
September  30, 2009  (December  31,  2008 - 15.6  times).  Interest  coverage is
calculated by dividing our  twelve-month  trailing  adjusted  EBITDA by interest
expense before capitalized interest.  Adjusted EBITDA is a non-GAAP measure. The
calculation of adjusted EBITDA is set out in the following table and is unlikely
to be comparable to similar measures presented by others.



                                                                                     Twelve Months Ended           Year Ended
                                                                                            September 30          December 31
                                                                                                    2009                 2008
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                            
Net Income Attributable to Nexen Inc.                                                                 96                1,715
  Add:
     Interest Expense                                                                                261                   94
     Provision for Income Taxes                                                                      174                1,457
     Depreciation, Depletion, Amortization and Impairment                                          2,110                2,014
     Exploration Expense                                                                             376                  402
     Recovery of Non-Cash Stock-Based Compensation                                                   (39)                (272)
     Change in Fair Value of Crude Oil Put Options                                                    14                 (203)
     Other Non-Cash Expenses                                                                        (210)                  (1)
                                                                                ----------------------------------------------
Adjusted EBITDA                                                                                    2,782                5,206
                                                                                ==============================================


11.  ASSET RETIREMENT OBLIGATIONS

Changes in carrying amounts of the asset retirement  obligations associated with
our Property, Plant & Equipment (PP&E) are as follows:



                                                                                       Nine Months Ended           Year Ended
                                                                                            September 30          December 31
                                                                                                    2009                 2008
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                                            
Balance at Beginning of Period                                                                     1,059                  832
  Obligations Incurred with Development Activities                                                    25                   32
  Obligations Discharged with Disposed Properties                                                     (2)                   -
  Obligations Settled                                                                                (25)                 (45)
  Accretion Expense                                                                                   51                   58
  Revisions to Estimates                                                                             (19)                 159
  Effects of Changes in Foreign Exchange Rate                                                        (62)                  23
                                                                                ----------------------------------------------
Balance at End of Period (1)(2)                                                                    1,027                1,059
                                                                                ==============================================

(1)  Obligations  due within 12 months of $35 million  (December  31, 2008 - $35
     million) have been included in accounts payable and accrued liabilities.
(2)  Obligations  relating to our oil and gas activities  amount to $979 million
     (December  31,  2008 - $1,009  million)  and  obligations  relating  to our
     chemicals business amount to $48 million (December 31, 2008 - $50 million).

Our total estimated undiscounted inflated asset retirement obligations amount to
$2,353  million  (December 31, 2008 - $2,393  million).  We have  discounted the
total  estimated  asset  retirement   obligations   using  a   weighted-average,
credit-adjusted,  risk-free rate of 5.9%. Approximately $367 million included in
our asset  retirement  obligations  is expected to be settled over the next five
years. The remaining obligations settle beyond five years and are expected to be
funded by future cash flows from our operations.



12.  DEFERRED CREDITS AND OTHER LIABILITIES
                                                                                            September 30          December 31
                                                                                                    2009                 2008
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                                            
Deferred Tax Credit                                                                                  542                  709
Long-Term Energy Marketing Derivative Contracts (Note 6)                                             228                  294
Defined Benefit Pension Obligations                                                                   71                   67
Capital Lease Obligations                                                                             61                   53
Deferred Transportation Revenue                                                                       57                   69
Other                                                                                                125                  132
                                                                                ----------------------------------------------
Total                                                                                              1,084                1,324
                                                                                ==============================================


                                       28


13.  SHAREHOLDERS' EQUITY

DIVIDENDS

Dividends  per common share for the three months ended  September  30, 2009 were
$0.05 per common share (2008 - $0.05).  Dividends  per common share for the nine
months  ended  September  30, 2009 were $0.15 per common  share (2008 - $0.125).
Dividends  paid to holders of common  shares have been  designated  as "eligible
dividends" for Canadian tax purposes.



14.  MARKETING AND OTHER INCOME

                                                                                 Three Months                Nine Months
                                                                              Ended September 30         Ended September 30
                                                                              2009          2008         2009          2008
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                           
Marketing Revenue, Net (Note 6)                                                188           149          676           381
Change in Fair Value of Crude Oil Put Options (Note 6)                         (23)            9         (218)           (1)
Interest                                                                         1             7            4            20
Foreign Exchange Gains (Losses)                                                 93           (33)         112           (34)
Other                                                                           37            (1)          61            21
                                                                         ---------------------------------------------------
Total                                                                          296           131          635           387
                                                                         ===================================================


15.  EARNINGS PER COMMON SHARE

We calculate  basic  earnings  per common share using net income  divided by the
weighted-average  number of common  shares  outstanding.  We  calculate  diluted
earnings  per  common  share in the same  manner  as  basic,  except  we use the
weighted-average number of diluted common shares outstanding in the denominator.



                                                                                 Three Months                Nine Months
                                                                              Ended September 30         Ended September 30
(millions of shares)                                                          2009          2008         2009          2008
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                          
Weighted-average number of common shares outstanding                           521.7       525.9         521.0        528.3
Shares issuable pursuant to tandem options                                      10.3        19.6          10.7         24.9
Shares notionally purchased from proceeds of tandem options                     (7.0)      (13.0)         (7.5)       (16.2)
                                                                         ---------------------------------------------------
Weighted-average number of diluted common shares outstanding                   525.0       532.5         524.2        537.0
                                                                         ===================================================


In calculating the weighted-average  number of diluted common shares outstanding
for the three and nine months ended  September 30, 2009, we excluded  13,077,285
and 13,236,034  tandem options,  respectively,  because their exercise price was
greater than the average common share market price in the period. In calculating
the  weighted-average  number of diluted common shares outstanding for the three
and nine months ended  September  30,  2008,  we excluded  4,019,880  and 40,000
tandem options, respectively,  because their exercise price was greater than the
average common share market price in the period.  During the periods  presented,
outstanding tandem options were the only potential dilutive instruments.

16.  COMMITMENTS, CONTINGENCIES AND GUARANTEES

As  described  in  Note  16 to the  Audited  Consolidated  Financial  Statements
included  in our 2008  Form  10-K,  there are a number of  lawsuits  and  claims
pending,  the ultimate  results of which cannot be  ascertained at this time. We
record costs as they are incurred or become determinable. We continue to believe
the resolution of these matters would not have a material  adverse effect on our
liquidity,  consolidated financial position or results of operations. There have
been no significant developments since year-end.



                                       29



17.  CASH FLOWS

(a)  CHARGES AND CREDITS TO INCOME NOT INVOLVING CASH



                                                                                  Three Months              Nine Months
                                                                               Ended September 30        Ended September 30
                                                                                2009        2008          2009        2008
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                          
Depreciation, Depletion, Amortization and Impairment                             358         386         1,180       1,084
Stock-Based Compensation                                                         (19)       (410)           23        (210)
Provision for (Recovery of) Future Income Taxes                                  (81)        645          (397)        583
Change in Fair Value of Crude Oil Put Options                                     23          (9)          218           1
Allowance for Doubtful Accounts                                                   (4)         38            (5)         34
Foreign Exchange                                                                (117)         43          (154)         48
Other                                                                             14          (1)           22           4
                                                                         ---------------------------------------------------
Total                                                                            174         692           887       1,544
                                                                         ===================================================


(b)  CHANGES IN NON-CASH WORKING CAPITAL

                                                                                  Three Months              Nine Months
                                                                               Ended September 30        Ended September 30
                                                                                2009        2008          2009        2008
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                          
   Accounts Receivable                                                           212         503            39        (821)
   Inventories and Supplies                                                      (13)        260          (142)       (128)
   Other Current Assets                                                          (24)        (64)          (12)        (80)
   Accounts Payable and Accrued Liabilities                                      (68)     (1,607)          251         425
   Other Current Liabilities                                                      20          12            16          26
                                                                         ---------------------------------------------------
Total                                                                            127        (896)          152        (578)
                                                                         ===================================================

Relating to:
   Operating Activities                                                          113        (840)          193        (468)
   Financing Activities                                                            -          10             -          10
   Investing Activities                                                           14         (66)          (41)       (120)
                                                                         ---------------------------------------------------
Total                                                                            127        (896)          152        (578)
                                                                         ===================================================


(c)  OTHER CASH FLOW INFORMATION

                                                                                  Three Months              Nine Months
                                                                               Ended September 30        Ended September 30
                                                                                2009        2008          2009        2008
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                          
Interest Paid                                                                     70          64           248         212
Income Taxes Paid                                                                179         655           247         816
                                                                         ---------------------------------------------------


Cash flow from other  operating  activities  includes cash  outflows  related to
geological  and  geophysical  expenditures  of $16 million for the three  months
ended  September  30,  2009 (2008 - $38  million)  and $59  million for the nine
months ended September 30, 2009 (2008 - $72 million).



                                       30


18.  OPERATING SEGMENTS AND RELATED INFORMATION

Nexen is  involved  in  activities  relating  to Oil and Gas,  Syncrude,  Energy
Marketing and Chemicals in various geographic  locations as described in Note 22
to the Audited Consolidated Financial Statements included in our 2008 Form 10-K.



THREE MONTHS ENDED SEPTEMBER 30, 2009

                                                                                            Energy             Corporate
                                              Oil and Gas                      Syncrude  Marketing  Chemicals  and Other      Total
                           ---------------------------------------------------------------------------------------------------------
                                               United    United        Other
                           Yemen  Canada       States   Kingdom    Countries (1)
                           --------------------------------------------------
                                                                                              
Net Sales                    176      92           74       478           16        137          9        115          -      1,097
Marketing and Other            3      (6)           -         5            6          -        188         29         71 (2)    296
                           ---------------------------------------------------------------------------------------------------------
Total Revenues               179      86           74       483           22        137        197        144         71      1,393

Less: Expenses
  Operating                   49      42           23        71            2         62          5         67          -        321
  Depreciation, Depletion,
   Amortization and
     Impairment               19      59           67       162            2         13         14         12         10        358
  Transportation and Other     7       8            2         3            -          5        141         13          6        185
  General and
  Administrative (3)           4      16           13         8            5          -         19          9         39        113
  Exploration                  -      24           40         7           18 (4)      -          -          -          -         89
  Interest                     -       -            -         -            -          -          -          2         82         84
                           ---------------------------------------------------------------------------------------------------------
Income (Loss)
  before Income Taxes        100     (63)         (71)      232           (5)        57         18         41        (66)       243
Less: Provisions for
(Recovery                     35     (15)         (30)      102           (5)        14          8          9         (9)       109
  of) Income Taxes
Less: Non-Controlling
  Interests                    -       -            -         -            -          -          -         12          -         12
                           ---------------------------------------------------------------------------------------------------------
Net Income (Loss)             65     (48)         (41)      130            -         43         10         20        (57)       122
                           =========================================================================================================

Identifiable Assets          241   7,756 (5)    1,880     5,157          976      1,244      3,114 (6)    704      1,997     23,069
                           =========================================================================================================

Capital Expenditures
  Development and Other       11     135           31       133          130         17          9         53          7        526
  Exploration                  -      42           46        32            9          -          -          -          -        129
                           ---------------------------------------------------------------------------------------------------------
                              11     177           77       165          139         17          9         53          7        655
                           =========================================================================================================

Property, Plant and
Equipment
  Cost                     2,516   9,558        3,957     6,165          782      1,424        250      1,086        356     26,094
  Less: Accumulated DD&A   2,369   1,955        2,507     2,396           97        264         78        552        234     10,452
                           ---------------------------------------------------------------------------------------------------------
Net Book Value               147   7,603 (5)    1,450     3,769          685      1,160        172        534        122     15,642
                           =========================================================================================================

(1)  Includes results of operations from producing activities in Colombia.
(2)  Includes  interest  income of $1  million,  foreign  exchange  gains of $93
     million  and  decrease  in the fair  value of crude oil put  options of $23
     million.
(3)  Includes recovery of stock-based compensation expense of $5 million.
(4)  Includes exploration activities primarily in Norway, Nigeria and Colombia.
(5)  Includes costs of $5,946  million  related to our insitu oil sands projects
     (Long Lake and future phases).
(6)  Approximately   80%  of  Marketing's   identifiable   assets  are  accounts
     receivable and inventories.


                                       31





THREE MONTHS ENDED SEPTEMBER 30, 2008
                                                                                            Energy             Corporate
                                              Oil and Gas                      Syncrude  Marketing  Chemicals  and Other      Total
                           ---------------------------------------------------------------------------------------------------------
                                               United    United        Other
                           Yemen  Canada       States   Kingdom    Countries (1)
                           --------------------------------------------------
                                                                                            
Net Sales                    317     192          139     1,141           56        220         17        131          -      2,213
Marketing and Other            2       1            -         6            1          3        149        (12)       (19) (2)   131
                           ---------------------------------------------------------------------------------------------------------
Total Revenues               319     193          139     1,147           57        223        166        119        (19)     2,344

Less: Expenses
  Operating                   39      48           29        66            2         68         10         79          -        341
  Depreciation, Depletion,
   Amortization and
     Impairment               46      50           56       192            4         12          4         11         11        386
  Transportation and Other     3       -            1        21            -          4        235         12         15        291
  General and
     Administrative (3)      (20)    (66)         (28)      (19)         (45)         -         (4)         9       (135)      (308)
  Exploration                  2       5           41        18           46 (4)      -          -          -          -        112
  Interest                     -       -            -         -            -          -          -          3         13         16
                           ---------------------------------------------------------------------------------------------------------
Income (Loss)
  before Income Taxes        249     156           40       869           50        139        (79)         5         77      1,506
Less: Provisions for
(Recovery of) Income Taxes    86      44           13       444           (3)        40        (20)         2         13        619
Less: Non-Controlling
  Interests                    -       -            -         -            -          -          -          1          -          1
                           ---------------------------------------------------------------------------------------------------------
Net Income (Loss)            163     112           27       425           53         99        (59)         2         64        886
                           =========================================================================================================

Identifiable Assets          365   6,301 (5)    1,951     6,502          536      1,218      4,468 (6)    541        333     22,215
                           =========================================================================================================

Capital Expenditures
  Development and Other       29     245           46       189           35         19          2         24         10        599
  Exploration                  -      34           38        43           11          -          -          -          -        126
                           ---------------------------------------------------------------------------------------------------------
                              29     279           84       232           46         19          2         24         10        725
                           =========================================================================================================

Property, Plant and
Equipment
  Cost                     2,402   7,697        3,670     5,558          358      1,363        268        896       322      22,534
  Less: Accumulated DD&A   2,220   1,725        2,072     1,456           95        232         72        495       199       8,566
                           ---------------------------------------------------------------------------------------------------------
Net Book Value               182   5,972 (5)    1,598     4,102          263      1,131        196        401       123      13,968
                           =========================================================================================================

(1)  Includes results of operations from producing activities in Colombia.
(2)  Includes  interest  income of $7 million,  foreign  exchange  losses of $33
     million,  increase in the fair value of crude oil put options of $9 million
     and other losses of $2 million.
(3)  Includes recovery of stock-based compensation expense of $408 million.
(4)  Includes exploration activities primarily in Norway and Colombia.
(5)  Includes costs of $4,432  million  related to our insitu oil sands projects
     (Long Lake and future phases).
(6)  Approximately   85%  of  Marketing's   identifiable   assets  are  accounts
     receivable and inventories.


                                       32




NINE MONTHS ENDED SEPTEMBER 30, 2009
                                                                                            Energy             Corporate
                                              Oil and Gas                      Syncrude  Marketing  Chemicals  and Other      Total
                           ---------------------------------------------------------------------------------------------------------
                                               United    United        Other
                           Yemen  Canada       States   Kingdom    Countries (1)
                           --------------------------------------------------
                                                                                            
Net Sales                    513     281          225     1,574           55        320         29        348          -      3,345
Marketing and Other           10       2            -        13            6          1        676         44       (117) (2)   635
                           ---------------------------------------------------------------------------------------------------------
Total Revenues               523     283          225     1,587           61        321        705        392       (117)     3,980

Less: Expenses
  Operating                  145     125           73       175            6        205         21        196          -        946
  Depreciation, Depletion,
   Amortization and
     Impairment               92     184          215       537           11         33         21         53         34      1,180
  Transportation and Other    25      19           18        14            -         17        469         37         19        618
   General and
     Administrative (3)        5      58           51        15           29          1         68         34        119        380
  Exploration                  -      53           87        26           53 (4)      -          -          -          -        219
  Interest                     -       -            -         -            -          -          -          6        220        226
                           ---------------------------------------------------------------------------------------------------------
Income (Loss)                256    (156)        (219)      820          (38)        65        126         66       (509)       411
  before Income Taxes
Less: Provisions for
(Recovery
  of) Income Taxes            89     (39)         (81)      358          (29)        16         52         15       (264)       117
Less: Non-Controlling
  Interests                    -       -            -         -            -          -          -         17          -         17
                           ---------------------------------------------------------------------------------------------------------
Net Income (Loss)            167    (117)        (138)      462           (9)        49         74         34       (245)       277
                           =========================================================================================================

Identifiable Assets          241   7,756 (5)    1,880     5,157          976      1,244      3,114 (6)    704      1,997     23,069
                           =========================================================================================================

Capital Expenditures
  Development and Other       62     519          106       391          328         56         20        161         17      1,660
  Exploration                  -     189          111       109           50          -          -          -          -        459
  Proved Property
    Acquisitions               -     755            -         -            -          -          -          -          -        755
                           ---------------------------------------------------------------------------------------------------------
                              62   1,463          217       500          378         56         20        161         17      2,874
                           =========================================================================================================

Property, Plant and
Equipment
  Cost                     2,516   9,558        3,957     6,165          782      1,424        250      1,086        356     26,094
  Less: Accumulated DD&A   2,369   1,955        2,507     2,396           97        264         78        552        234     10,452
                           ---------------------------------------------------------------------------------------------------------
Net Book Value               147   7,603 (5)    1,450     3,769          685      1,160        172        534        122     15,642
                           =========================================================================================================

(1)  Includes results of operations from producing activities in Colombia.
(2)  Includes  interest  income of $4 million,  foreign  exchange  gains of $112
     million,  decrease  in the  fair  value of crude  oil put  options  of $218
     million and other losses of $15 million.
(3)  Includes stock-based compensation expense of $51 million.
(4)  Includes exploration activities primarily in Norway, Nigeria and Colombia.
(5)  Includes costs of $5,946  million  related to our insitu oil sands projects
     (Long Lake and future phases).
(6)  Approximately   80%  of  Marketing's   identifiable   assets  are  accounts
     receivable and inventories.


                                       33




NINE MONTHS ENDED SEPTEMBER 30, 2008

                                                                                            Energy             Corporate
                                              Oil and Gas                      Syncrude  Marketing  Chemicals  and Other      Total
                           ---------------------------------------------------------------------------------------------------------
                                               United    United        Other
                            Yemen  Canada      States   Kingdom    Countries (1)
                           --------------------------------------------------
                                                                                            
Net Sales                     912     545         518     3,053          156        567         52        351          -      6,154
Marketing and Other             9       2           4        17            2          3        381        (13)       (18) (2)   387
                           ---------------------------------------------------------------------------------------------------------
Total Revenues                921     547         522     3,070          158        570        433        338        (18)     6,541

Less: Expenses
  Operating                   129     137          77       186            7        208         33        221          -        998
  Depreciation, Depletion,
   Amortization and
     Impairment               120     144         192       505           12         36         11         32         32      1,084
  Transportation and Other      7      10           2        21            -         11        574         41         25        691
   General and
     Administrative (3) (4)    (9)     13          23        (7)          14          1         63         24         43        165
  Exploration                   2      41          70        42           90 (5)      -          -          -          -        245
  Interest                      -       -           -         -            -          -          -          8         51         59
                           ---------------------------------------------------------------------------------------------------------
Income (Loss)
  before Income Taxes         672     202         158     2,323           35        314       (248)        12       (169)     3,299
Less: Provisions for
(Recovery of) Income Taxes    234      57          55     1,181           (3)        89        (72)         5       (146)     1,400
Less: Non-Controlling
  Interests                     -       -           -         -            -          -          -          3          -          3
                           ---------------------------------------------------------------------------------------------------------
Net Income (Loss)             438     145         103     1,142           38        225       (176)         4        (23)     1,896
                           =========================================================================================================

Identifiable Assets           365   6,301 (6)   1,951     6,502          536      1,218      4,468 (7)    541        333     22,215
                           =========================================================================================================

Capital Expenditures
  Development and Other        61     855         180       410           73         39          3         57         23      1,701
  Exploration                   9     146         147       114           30          -          -          -          -        446
  Proved Property
    Acquisitions                -       2           -         -            -          -          -          -          -          2
                           ---------------------------------------------------------------------------------------------------------
                               70   1,003         327       524          103         39          3         57         23      2,149
                           =========================================================================================================

Property, Plant and
Equipment
  Cost                      2,402   7,697       3,670     5,558          358      1,363        268        896        322     22,534
  Less: Accumulated DD&A    2,220   1,725       2,072     1,456           95        232         72        495        199      8,566
                           ---------------------------------------------------------------------------------------------------------
Net Book Value                182   5,972 (6)   1,598     4,102          263      1,131        196        401        123     13,968
                           =========================================================================================================

(1)  Includes results of operations from producing activities in Colombia.
(2)  Includes  interest  income of $20 million,  foreign  exchange losses of $34
     million,  decrease in the fair value of crude oil put options of $1 million
     and other losses of $3 million.
(3)  Includes severance accrual of $7 million in connection with North Vancouver
     technology conversion project.
(4)  Includes a recovery of stock-based compensation expense of $121 million.
(5)  Includes exploration activities primarily in Norway and Colombia.
(6)  Includes costs of $4,432  million  related to our insitu oil sands projects
     (Long Lake and future phases).
(7)  Approximately   85%  of  Marketing's   identifiable   assets  are  accounts
     receivable and inventories.


                                       34


19.  DIFFERENCES BETWEEN CANADIAN AND US GENERALLY ACCEPTED ACCOUNTING
     PRINCIPLES

The Unaudited Consolidated Financial Statements have been prepared in accordance
with Canadian GAAP. The US GAAP Unaudited Consolidated  Statements and summaries
of differences from Canadian GAAP are as follows:



UNAUDITED CONSOLIDATED STATEMENT OF INCOME - US GAAP
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30

                                                                                 Three Months               Nine Months
                                                                              Ended September 30         Ended September 30
(Cdn$ millions, except per share amounts)                                     2009          2008         2009          2008
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                          
REVENUES AND OTHER INCOME
   Net Sales                                                                 1,097         2,213       3,345          6,154
   Marketing and Other (v); (vi)                                               344           366         702            470
                                                                         ---------------------------------------------------
                                                                             1,441         2,579       4,047          6,624
                                                                         ---------------------------------------------------
EXPENSES
   Operating                                                                   321           341         946            998
   Depreciation, Depletion, Amortization and Impairment                        358           386       1,180          1,084
   Transportation and Other (v)                                                191           291         616            687
   General and Administrative (iv)                                              89          (272)        394            180
   Exploration                                                                  89           112         219            245
   Interest                                                                     84            16         226             59
                                                                         ---------------------------------------------------
                                                                             1,132           874       3,581          3,253
                                                                         ---------------------------------------------------

INCOME BEFORE PROVISION FOR INCOME TAXES                                       309         1,705         466          3,371
                                                                         ---------------------------------------------------

PROVISION FOR (RECOVERY OF) INCOME TAXES
   Current                                                                     190           (26)        514            817
   Deferred (iv); (vi); (vii)                                                  (68)          724        (384)           610
                                                                         ---------------------------------------------------
                                                                               122           698         130          1,427
                                                                         ---------------------------------------------------

NET INCOME                                                                     187         1,007         336          1,944
   Less: Net Income Attributable to Non-Controlling Interests                  (12)           (1)        (17)            (3)
                                                                         ---------------------------------------------------

NET INCOME ATTRIBUTABLE TO NEXEN INC. - US GAAP (1)                            175         1,006         319          1,941
                                                                         ===================================================

EARNINGS PER COMMON SHARE ($/share) (Note 15)
   Basic                                                                       0.34         1.91        0.61           3.67
                                                                         ===================================================

   Diluted                                                                     0.33         1.89        0.61           3.61
                                                                         ===================================================


(1)  RECONCILIATION OF CANADIAN AND US GAAP NET INCOME



                                                                                 Three Months               Nine Months
                                                                              Ended September 30        Ended September 30
                                                                              2009          2008        2009          2008
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                         
Net Income Attributable to Nexen Inc - Canadian GAAP                           122           886         277         1,896
Impact of US Principles, Net of Income Taxes:
   Stock-based Compensation (iv)                                                17           (26)        (11)          (11)
   Inventory Valuation (vi)                                                     29           146          46            56
   Deferred Taxes (vii)                                                          7             -           7             -
                                                                         ---------------------------------------------------
Net Income Attributable to Nexen Inc - US GAAP                                 175         1,006         319         1,941
                                                                         ===================================================




                                       35




UNAUDITED CONSOLIDATED BALANCE SHEET - US GAAP
                                                                                                  September 30      December 31
(Cdn$ millions, except share amounts)                                                                     2009             2008
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    
ASSETS
   CURRENT ASSETS
      Cash and Cash Equivalents                                                                          1,897            2,003
      Restricted Cash                                                                                      216              103
      Accounts Receivable                                                                                2,877            3,163
      Inventories and Supplies (vi)                                                                        601              426
      Other                                                                                                199              169
                                                                                          --------------------------------------
         Total Current Assets                                                                            5,790            5,864
                                                                                          --------------------------------------

   PROPERTY, PLANT AND EQUIPMENT
      Net of Accumulated Depreciation, Depletion, Amortization and
         Impairment of $10,845 (December 31, 2008 - $10,786) (i); (iii)                                 15,593           14,873
   GOODWILL                                                                                                346              390
   DEFERRED INCOME TAX ASSETS                                                                              916              351
   DEFERRED CHARGES AND OTHER ASSETS                                                                       386              570
                                                                                          --------------------------------------
TOTAL ASSETS                                                                                            23,031           22,048
                                                                                          ======================================

LIABILITIES
   CURRENT LIABILITIES
      Accounts Payable and Accrued Liabilities (iv)                                                      3,430            3,384
      Accrued Interest Payable                                                                              81               67
      Dividends Payable                                                                                     26               26
                                                                                          --------------------------------------
         Total Current Liabilities                                                                       3,537            3,477
                                                                                          --------------------------------------

   LONG-TERM DEBT                                                                                        7,429            6,578
   DEFERRED INCOME TAX LIABILITIES (i); (ii); (iv); (vi); (vii)                                          2,635            2,543
   ASSET RETIREMENT OBLIGATIONS                                                                            992            1,024
   DEFERRED CREDITS AND OTHER LIABILITIES (ii)                                                           1,188            1,428

SHAREHOLDERS' EQUITY
   Nexen Inc. Shareholders' Equity
      Common Shares, no par value
         Authorized:   Unlimited
         Outstanding:  2009 - 521,846,559 shares
                       2008 - 519,448,590 shares                                                         1,025              981
      Contributed Surplus                                                                                    1                2
      Retained Earnings (i) - (vii)                                                                      6,413            6,172
      Accumulated Other Comprehensive Loss (ii)                                                           (258)            (209)
                                                                                          --------------------------------------
   Total Nexen Inc. Shareholders' Equity                                                                 7,181            6,946
      Canexus Non-Controlling Interests                                                                     69               52
                                                                                          --------------------------------------
   TOTAL SHAREHOLDERS EQUITY                                                                             7,250            6,998
                                                                                          --------------------------------------
   COMMITMENTS, CONTINGENCIES AND GUARANTEES (Note 16)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                              23,031           22,048
                                                                                          ======================================




UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME - US GAAP
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30

                                                                                  Three Months                   Nine Months
                                                                               Ended September 30            Ended September 30
                                                                                2009        2008              2009         2008
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                              
Net Income Attributable to Nexen Inc. - US GAAP                                  175       1,006               319        1,941
Other Comprehensive Income (Loss), Net of Income Taxes:
   Foreign Currency Translation Adjustment                                       (26)         41               (49)          60
                                                                             ---------------------------------------------------
Comprehensive Income Attributable to Nexen Inc. - US GAAP                        149       1,047               270        2,001
                                                                             ===================================================



                                       36




UNAUDITED CONSOLIDATED STATEMENT OF ACCUMULATED OTHER COMPREHENSIVE LOSS - US GAAP
                                                                                            September 30          December 31
                                                                                                    2009                 2008
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                                            
Foreign Currency Translation Adjustment                                                             (183)                (134)
Unamortized Defined Benefit Pension Plan Costs (ii)                                                  (75)                 (75)
                                                                                       ----------------------------------------
Accumulated Other Comprehensive Loss                                                                (258)                (209)
                                                                                       ========================================


NOTES TO THE UNAUDITED CONSOLIDATED US GAAP FINANCIAL STATEMENTS:

i.    Under Canadian GAAP, we defer certain  development costs to PP&E. Under US
      principles,  these costs have been included in operating expenses in prior
      years.  As a result PP&E is lower  under US GAAP by $30 million  (December
      31, 2008 - $30 million).

ii.   US GAAP  requires the  recognition  of the  over-funded  and  under-funded
      status  of a  defined  benefit  plan on the  balance  sheet as an asset or
      liability.  At September  30, 2009 and  December  31,  2008,  the unfunded
      amount of our defined  benefit  pension plans that was not included in the
      pension  liability  under Canadian GAAP was $104 million.  This amount has
      been included in deferred  credits and other  liabilities and $75 million,
      net of income taxes, has been included in Accumulated Other  Comprehensive
      Income (AOCI).

iii.  On January 1, 2003, we adopted ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS
      for US  GAAP  reporting  purposes.  We  adopted  the  equivalent  Canadian
      standard  for asset  retirement  obligations  on January  1,  2004.  These
      standards are consistent except for the adoption date which results in our
      PP&E under US GAAP being lower by $19 million.

iv.   Under Canadian principles, we record obligations for liability-based stock
      compensation plans using the intrinsic-value  method of accounting.  Under
      US principles,  obligations for  liability-based  stock compensation plans
      are recorded using the fair-value method of accounting. In addition, under
      Canadian principles,  we retroactively  adopted EIC-162 which requires the
      accelerated  recognition  of  stock-based  compensation  expense  for  all
      stock-based awards made to our retired and retirement-eligible  employees.
      However,  US GAAP  requires the  accelerated  recognition  of  stock-based
      compensation  expense for such  employees  for awards  granted on or after
      January 1, 2006. As a result under US GAAP:

      o     general and administrative (G&A) expense is lower by $24 million and
            higher by $14 million ($17  million and $11  million,  net of income
            taxes)  for the three and nine  months  ended  September  30,  2009,
            respectively  (2008  -  higher  by  $36  million  and  $15  million,
            respectively  ($26 million and $11 million,  net of income  taxes));
            and
      o     accounts  payable and accrued  liabilities are higher by $72 million
            as at September 30, 2009 (December 31, 2008 - $58 million).

v.    Under US GAAP,  asset  disposition  gains and  losses  are  included  with
      transportation  and other  expense.  Losses of $6 million  and gains of $2
      million  for  the  three  and  nine  months  ended   September  30,  2009,
      respectively,  were  reclassified  from  marketing  and  other  income  to
      transportation  and  other  expense  (gains  of nil  and $4  million  were
      reclassified for the three and nine months ended September 30, 2008).

vi.   Under  Canadian  GAAP, we carry our commodity  inventory  held for trading
      purposes  at fair  value,  less any costs to sell.  Under US GAAP,  we are
      required to carry this  inventory  at the lower of cost or net  realizable
      value. As a result:

      o     marketing  and other income is higher by $42 million and $69 million
            ($29 million and $46 million, net of income taxes) for the three and
            nine months ended September 30, 2009, respectively (2008 - higher by
            $235 million and $87 million ($146  million and $56 million,  net of
            income taxes)); and
      o     inventories  are higher by $11  million  as at  September  30,  2009
            (December 31, 2008 - lower by $58 million).

vii.  On January 1, 2007, we adopted  ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES
      regarding  accounting and  disclosure for uncertain tax positions.  On the
      adoption of this US guidance,  we recorded a cumulative effect of a change
      in accounting principle of $28 million. This amount increased our deferred
      income tax liabilities,  and decreased our retained earnings as at January
      1, 2007 in our US GAAP - Unaudited  Consolidated Balance Sheet. During the
      quarter our uncertain tax position changed. As a result:

      o     Deferred income tax expense is lower by $7 million for the three and
            nine months ended September 30, 2009 (2008 - nil); and
      o     Deferred  income tax  liabilities  are  higher by $21  million as at
            September 30, 2009 (December 31, 2008 - higher by $28 million).

      As at September 30, 2009, the total amount of our unrecognized tax benefit
      was approximately $273 million, all of which, if recognized,  would affect
      our  effective  tax rate.  To the extent  interest  and  penalties  may be
      assessed by taxing  authorities  on any  underpayment  of income tax, such
      amounts  have been  accrued and are  classified  as a component  of income
      taxes in the Unaudited  Consolidated  Statement of Income. As at September
      30, 2009, the total amount of interest and penalties  related to uncertain
      tax positions recognized in deferred income tax liabilities in the US GAAP


                                       37


      - Unaudited  Consolidated  Balance Sheet was approximately $7 million.  We
      had  no  interest  or  penalties  included  in the  US  GAAP  -  Unaudited
      Consolidated  Statement  of Income  for the three  and nine  months  ended
      September 30, 2009.

      Our income tax filings are subject to audit by taxation authorities and as
      at  September  30,  2009 the  following  tax  years  remained  subject  to
      examination,  (i) Canada - 1985 to date (ii) United Kingdom - 2007 to date
      and (iii) United States - 2005 to date. We do not  anticipate any material
      changes to the unrecognized tax benefits  previously  disclosed within the
      next 12 months.


CHANGES IN ACCOUNTING POLICIES - US GAAP
Business Combinations

On  January  1, 2009,  we  prospectively  adopted  BUSINESS  COMBINATIONS  which
establishes  principles and requirements of the acquisition  method for business
combinations  and related  disclosures.  The adoption of this  statement did not
impact our results of operations or financial position.

NON-CONTROLLING INTERESTS

On  January 1, 2009,  we  prospectively  adopted  NON-CONTROLLING  INTERESTS  IN
CONSOLIDATED   FINANCIAL   STATEMENTS.   This   statement   clarifies   that   a
non-controlling  interest  in a  subsidiary  is an  ownership  interest  in  the
consolidated  entity  that  should be  reported  as  equity in the  consolidated
financial  statements.  The adoption of this  statement  did not have a material
impact on our results of  operations  or financial  position.  The  presentation
changes  have  been  included  in  the  Consolidated  Financial  Statements,  as
applicable.

DERIVATIVE AND HEDGING ACCOUNTING AND DISCLOSURES

On  January 1, 2009,  we  prospectively  adopted  DISCLOSURES  ABOUT  DERIVATIVE
INSTRUMENTS  AND  HEDGING   ACTIVITIES.   The  statement  requires   qualitative
disclosures   about  the  objectives  and  strategies  for  using   derivatives,
quantitative  data  about  the fair  value of gains  and  losses  on  derivative
contracts and details of credit-risk-related contingent features in their hedged
position. The statement also requires the disclosure of the location and amounts
of derivative instruments in the financial statements.  The disclosures required
by this standard are provided in Notes 6 and 7.

On April 1, 2009,  we  prospectively  adopted  three  changes  to FASB  guidance
intended to improve  guidance  and  disclosures  on fair value  measurement  and
impairments. The positions clarify fair value accounting specifically regarding:
inactive markets and distressed transactions,  other-than-temporary impairments,
and  expanded  fair  value  disclosures  for  financial  instruments  in interim
periods.  The adoption of these  positions did not have a material impact on our
results of operation or financial position.


SUBSEQUENT EVENTS

On April 1, 2009, we prospectively  adopted  SUBSEQUENT EVENTS. The new standard
reflects  the  existing  principles  of  current  subsequent  events  accounting
guidance  and  retains the notion and  definition  of  "available  to be issued"
financial  statements.  The new standard requires disclosure of the date through
which subsequent events have been evaluated and clarifies that original issuance
of financial  statements  means both "issued" or  "available to be issued".  The
adoption  of this  standard  did not have a  material  impact on our  results of
operation or financial position.

NEW ACCOUNTING PRONOUNCEMENTS - US GAAP

In December 2008, FASB issued EMPLOYERS DISCLOSURES ABOUT POSTRETIREMENT BENEFIT
PLAN ASSETS. This position provides guidance on disclosures about plan assets of
a defined  benefit  pension or other  postretirement  plans.  This  position  is
effective for fiscal years ending after  December 15, 2009. We do not expect the
adoption of this  statement to  materially  impact our results of  operations or
financial position.

In June 2009,  FASB issued  AMENDMENTS  TO  CONSOLIDATION  OF VARIABLE  INTEREST
ENTITIES.  It retains the scope of the  previous  guidance  with the addition of
entities  previously   considered   qualifying   special-purpose   entities  and
eliminates  the previous  quantitative  approach for a  qualitative  analysis in
determining  whether the enterprise's  variable  interest or interests give it a
controlling  financial  interest in a variable interest entity. The Statement is
further amended to require ongoing reassessments of whether an enterprise is the
primary  beneficiary  of  a  variable  interest  entity  and  requires  enhanced
disclosures about an enterprise's involvement in a variable interest entity. The
Statement  is effective at the  beginning of the first annual  reporting  period
after November 15, 2009. We do not expect the adoption of this statement to have
a material impact on our results of operations or financial position.


                                       38