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EX-32 - EXHIBIT 32.2 - NEXEN INCex32-2form10q_q210.txt
EX-32 - EXHIBIT 32.1 - NEXEN INCex32-1form10q_q210.txt
EX-31 - EXHIBIT 31.1 - NEXEN INCex31-1form10q_q210.txt
EX-31 - EXHIBIT 31.2 - NEXEN INCex31-2form10q_q210.txt


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the quarterly period ended June 30, 2010

|_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934 For the transition period from ....... to .......

                          COMMISSION FILE NUMBER 1-6702

                                [GRAPHIC OMITTED]
                                   NEXEN INC.

                      Incorporated under the Laws of Canada
                                   98-6000202
                      (I.R.S. Employer Identification No.)

                              801 - 7th Avenue S.W.
                        Calgary, Alberta, Canada T2P 3P7
                            Telephone (403) 699-4000
                           Web site - www.nexeninc.com
                                      ----------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                  Yes       X               No
                     ---------------          ----------------

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files).
                  Yes                       No
                     ---------------          ----------------

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer",  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

  Large accelerated filer  X   Accelerated filer       Non-Accelerated filer
                          ---                   ---                         ---

                  Smaller reporting company
                                            ---------

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                  Yes                       No        X
                     ---------------          ----------------

On June 30, 2010, there were 524,565,491 common shares issued and outstanding.

                                       1


NEXEN INC. INDEX PART I FINANCIAL INFORMATION Page Item 1. Unaudited Consolidated Financial Statements ..................3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) ..................33 Item 3. Quantitative and Qualitative Disclosures about Market Risk ..56 Item 4. Controls and Procedures .....................................56 PART II OTHER INFORMATION Item 1. Legal Proceedings ...........................................57 Item 1A. Risk Factors.................................................57 Item 6. Exhibits ....................................................58 This report should be read in conjunction with our 2009 Annual Report on Form 10-K (2009 Form 10-K) and with our current reports on Forms 10-Q and 8-K filed or furnished during the year. SPECIAL NOTE TO CANADIAN INVESTORS Nexen is a US Securities and Exchange Commission (SEC) registrant and a Form 10-K and related forms filer. Therefore, our reserves estimates and securities regulatory disclosures generally follow SEC requirements. In 2004, certain Canadian regulatory authorities adopted NATIONAL INSTRUMENT 51-101 - STANDARDS OF DISCLOSURE FOR OIL AND GAS ACTIVITIES (NI 51-101) which prescribe that Canadian companies follow certain standards for the preparation and disclosure of reserves and related information. We have been granted certain exemptions from NI 51-101. Please refer to the SPECIAL NOTE TO CANADIAN INVESTORS on page 97 of our 2009 Form 10-K. UNLESS WE INDICATE OTHERWISE, ALL DOLLAR AMOUNTS ($) ARE IN CANADIAN DOLLARS, AND OIL AND GAS VOLUMES, RESERVES AND RELATED PERFORMANCE MEASURES ARE PRESENTED ON A WORKING-INTEREST, BEFORE-ROYALTIES BASIS. WHERE APPROPRIATE, INFORMATION ON AN AFTER-ROYALTIES BASIS IS ALSO PRESENTED. Below is a list of terms specific to the oil and gas industry. They are used throughout this Form 10-Q. /d = per day mcf = thousand cubic feet bbl = barrel mmcf = million cubic feet mbbls = thousand barrels bcf = billion cubic feet mmbbls = million barrels NGL = natural gas liquid mmbtu = million British thermal units WTI = West Texas Intermediate boe = barrel of oil equivalent MW = Megawatt mboe = thousand barrels of oil equivalent GWh = gigawatt hours mmboe = million barrels of oil equivalent Brent = Dated Brent PSCTM = Premium Synthetic CrudeTM NYMEX = New York Mercantile Exchange Gj = Gigajoules In this Form 10-Q, we refer to oil and gas in common units called barrel of oil equivalent (boe). A boe is derived by converting six thousand cubic feet of gas to one barrel of oil (6 mcf/1 bbl). This conversion may be misleading, particularly if used in isolation, as the 6 mcf per bbl ratio is based on an energy equivalency at the burner tip and does not represent a value equivalency at the well head. Electronic copies of our filings with the SEC and the Ontario Securities Commission (OSC) (from November 8, 2002 onward) are available, free of charge, on our web site (www.nexeninc.com). Filings prior to November 8, 2002 are available free of charge, upon request, by contacting our investor relations department at (403) 699-5931. As soon as reasonably practicable, our filings are made available on our website once they are electronically filed with the SEC or the OSC. Alternatively, the SEC and the OSC each maintain a website (www.sec.gov and www.sedar.com) that contains our reports, proxy and information statements and other published information that have been filed or furnished with the SEC and the OSC. On June 30, 2010, the noon-day exchange rate was US$0.9429 for Cdn$1.00, as reported by the Bank of Canada. 2
PART I ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS TABLE OF CONTENTS Page Unaudited Consolidated Statement of Income for the Three and Six Months Ended June 30, 2010 and 2009......................4 Unaudited Consolidated Balance Sheet as at June 30, 2010 and December 31, 2009......................................5 Unaudited Consolidated Statement of Cash Flows for the Three and Six Months Ended June 30, 2010 and 2009......................6 Unaudited Consolidated Statement of Equity for the Three and Six Months Ended June 30, 2010 and 2009......................7 Unaudited Consolidated Statement of Comprehensive Income for the Three and Six Months Ended June 30, 2010 and 2009......................8 Notes to Unaudited Consolidated Financial Statements...........................9 3
NEXEN INC. UNAUDITED CONSOLIDATED STATEMENT OF INCOME FOR THE THREE AND SIX MONTHS ENDED JUNE 30 Three Months Six Months Ended June 30 Ended June 30 (Cdn$ millions, except per share amounts) 2010 2009 2010 2009 --------------------------------------------------------------------------------------------------------------------------- REVENUES AND OTHER INCOME Net Sales 1,399 1,138 2,831 2,142 Marketing and Other (Note 14) 164 82 315 339 -------------------------------------------------------- 1,563 1,220 3,146 2,481 -------------------------------------------------------- EXPENSES Operating 399 295 798 575 Depreciation, Depletion, Amortization and Impairment 391 381 757 758 Transportation and Other 159 229 359 426 General and Administrative 70 161 184 255 Exploration 50 77 143 130 Interest (Note 9) 77 74 157 142 -------------------------------------------------------- 1,146 1,217 2,398 2,286 -------------------------------------------------------- INCOME FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES 417 3 748 195 -------------------------------------------------------- PROVISION FOR (RECOVERY OF) INCOME TAXES Current 264 206 523 324 Future (84) (228) (189) (309) -------------------------------------------------------- 180 (22) 334 15 -------------------------------------------------------- NET INCOME FROM CONTINUING OPERATIONS BEFORE NON- CONTROLLING INTERESTS 237 25 414 180 Less: Net Income (Loss) Attributable to Canexus Non-Controlling Interests (5) 2 - 5 -------------------------------------------------------- NET INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NEXEN INC. 242 23 414 175 Net Income (Loss) from Discontinued Operations (Note 15) 13 (3) 26 (20) -------------------------------------------------------- NET INCOME ATTRIBUTABLE TO NEXEN INC. 255 20 440 155 ======================================================== EARNINGS PER COMMON SHARE FROM CONTINUING OPERATIONS ($/share) (Note 16) Basic 0.46 0.05 0.79 0.33 ======================================================== Diluted 0.46 0.05 0.79 0.33 ======================================================== Earnings Per Common Share ($/share) (Note 16) Basic 0.49 0.04 0.84 0.30 ======================================================== Diluted 0.49 0.04 0.84 0.30 ======================================================== SEE ACCOMPANYING NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS. 4
NEXEN INC. UNAUDITED CONSOLIDATED BALANCE SHEET June 30 December 31 (Cdn$ millions, except share amounts) 2010 2009 ------------------------------------------------------------------------------------------------------------------------------ ASSETS CURRENT ASSETS Cash and Cash Equivalents 970 1,700 Restricted Cash 113 198 Accounts Receivable (Note 2) 2,675 2,788 Inventories and Supplies (Note 3) 621 680 Other 106 185 ------------------------------ Total Current Assets 4,485 5,551 ------------------------------ PROPERTY, PLANT AND EQUIPMENT Net of Accumulated Depreciation, Depletion, Amortization and Impairment of $10,129 (December 31, 2009 - $10,807) 15,755 15,492 GOODWILL 343 339 FUTURE INCOME TAX ASSETS 1,340 1,148 DEFERRED CHARGES AND OTHER ASSETS (NOTE 5) 289 370 ASSETS HELD FOR SALE (NOTE 15) 303 - ------------------------------ TOTAL ASSETS 22,515 22,900 ============================== LIABILITIES CURRENT LIABILITIES Short-Term Borrowings (Note 9) 158 - Accounts Payable and Accrued Liabilities (Note 8) 3,101 3,038 Accrued Interest Payable 89 89 Dividends Payable 26 26 ------------------------------ Total Current Liabilities 3,374 3,153 ------------------------------ LONG-TERM DEBT (Note 9) 6,283 7,251 FUTURE INCOME TAX LIABILITIES 2,891 2,811 ASSET RETIREMENT OBLIGATIONS (Note 11) 859 1,018 DEFERRED CREDITS AND OTHER LIABILITIES (Note 12) 879 1,021 LIABILITIES ASSOCIATED WITH ASSETS HELD FOR SALE (Note 15) 149 - EQUITY Nexen Inc. Shareholders' Equity Common Shares, no par value Authorized: Unlimited Outstanding: 2010 - 524,565,491 shares 2009 - 522,915,843 shares 1,088 1,049 Contributed Surplus - 1 Retained Earnings 7,110 6,722 Accumulated Other Comprehensive Loss (189) (190) ------------------------------ Total Nexen Inc. Shareholders' Equity 8,009 7,582 Canexus Non-Controlling Interests 71 64 ------------------------------ TOTAL EQUITY 8,080 7,646 COMMITMENTS, CONTINGENCIES AND GUARANTEES (NOTE 17) ------------------------------ TOTAL LIABILITIES AND EQUITY 22,515 22,900 ============================== SEE ACCOMPANYING NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS. 5
NEXEN INC. UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THREE AND SIX MONTHS ENDED JUNE 30 Three Months Six Months Ended June 30 Ended June 30 (Cdn$ millions) 2010 2009 2010 2009 --------------------------------------------------------------------------------------------------------------------------- OPERATING ACTIVITIES Net Income from Continuing Operations 237 25 414 180 Net Income (Loss) from Discontinued Operations 13 (3) 26 (20) Charges and Credits to Income not Involving Cash (Note 18) 270 394 535 713 Exploration Expense 50 77 143 130 Changes in Non-Cash Working Capital (Note 18) (58) (340) 198 80 Other (2) (44) (8) (185) -------------------------------------------------------- 510 109 1,308 898 FINANCING ACTIVITIES Proceeds from Short-Term Borrowings 156 - 156 - Proceeds from (Repayment of) Term Credit Facilities, Net (1,077) 632 (1,077) 1,643 Proceeds from Canexus Term Credit Facilities, Net 46 42 68 52 Dividends Paid on Common Shares (26) (26) (52) (52) Distributions Paid to Canexus Non-Controlling Interests (2) (4) (7) (7) Issue of Common Shares and Exercise of Tandem Options for Shares 10 7 35 30 Other (14) - (13) (1) -------------------------------------------------------- (907) 651 (890) 1,665 INVESTING ACTIVITIES Capital Expenditures Exploration and Development (747) (631) (1,239) (1,335) Proved Property Acquisitions - - - (755) Energy Marketing, Chemicals, Corporate and Other (70) (84) (134) (129) Proceeds on Disposition of Assets 81 1 96 15 Changes in Non-Cash Working Capital (Note 18) (13) (74) 75 (55) Changes in Restricted Cash 68 67 83 (247) Other (4) 1 (7) (1) -------------------------------------------------------- (685) (720) (1,126) (2,507) EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 55 (120) (22) (85) -------------------------------------------------------- DECREASE IN CASH AND CASH EQUIVALENTS (1,027) (80) (730) (29) CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 1,997 2,054 1,700 2,003 -------------------------------------------------------- CASH AND CASH EQUIVALENTS - END OF PERIOD (1) 970 1,974 970 1,974 ============== ========================================= (1) Cash and cash equivalents at June 30, 2010 consist of cash of $237 million and short-term investments of $733 million (June 30, 2009 - cash of $227 million and short-term investments of $1,747 million). SEE ACCOMPANYING NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS. 6
NEXEN INC. UNAUDITED CONSOLIDATED STATEMENT OF EQUITY FOR THE THREE AND SIX MONTHS ENDED JUNE 30 Three Months Six Months Ended June 30 Ended June 30 (Cdn$ millions) 2010 2009 2010 2009 ---------------------------------------------------------------------------------------------------------------------------- COMMON SHARES, Beginning of Period 1,076 1,004 1,049 981 Issue of Common Shares 8 6 32 29 Exercise of Tandem Options for Shares 2 1 3 1 Accrued Liability Relating to Tandem Options Exercised for Common Shares 2 - 4 - --------------------------------------------------------- Balance at End of Period 1,088 1,011 1,088 1,011 ========================================================= CONTRIBUTED SURPLUS, Beginning of Period - 2 1 2 Exercise of Tandem Options - - (1) - --------------------------------------------------------- Balance at End of Period - 2 - 2 ========================================================= RETAINED EARNINGS, Beginning of Period 6,881 6,399 6,722 6,290 Net Income Attributable to Nexen Inc. 255 20 440 155 Dividends Paid on Common Shares (Note 13) (26) (26) (52) (52) --------------------------------------------------------- Balance at End of Period 7,110 6,393 7,110 6,393 ========================================================= ACCUMULATED OTHER COMPREHENSIVE LOSS, Beginning of Period (201) (128) (190) (134) Other Comprehensive Income (Loss) Attributable to Nexen Inc. 12 (29) 1 (23) --------------------------------------------------------- Balance at End of Period (1) (189) (157) (189) (157) ========================================================= (1) Comprised of unrealized foreign currency translation adjustment. CANEXUS NON-CONTROLLING INTERESTS, Beginning of Period 71 52 64 52 Net Income Attributable to Non-Controlling Interests (6) 6 - 9 Distributions Paid to Non-Controlling Interests (6) (5) (10) (9) Issue of Partnership Units to Non-Controlling Interests 12 1 17 2 --------------------------------------------------------- Balance at End of Period 71 54 71 54 ========================================================= SEE ACCOMPANYING NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS. 7
NEXEN INC. UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE THREE AND SIX MONTHS ENDED JUNE 30 Three Months Six Months Ended June 30 Ended June 30 (Cdn$ millions) 2010 2009 2010 2009 --------------------------------------------------------------------------------------------------------------------------- NET INCOME ATTRIBUTABLE TO NEXEN INC. 255 20 440 155 Other Comprehensive Income (Loss), Net of Income Taxes: Foreign Currency Translation Adjustment Net Gains (Losses) on Investment in Self-Sustaining Foreign Operations 209 (459) 62 (285) Net Gains (Losses) on Foreign-Denominated Debt Hedges of Self-Sustaining Foreign Operations (1) (197) 430 (61) 262 -------------------------------------------------------- Other Comprehensive Income (Loss) Attributable to Nexen Inc. 12 (29) 1 (23) -------------------------------------------------------- COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NEXEN INC. 267 (9) 441 132 ======================================================== (1) Net of income tax recovery for the three months ended June 30, 2010 of $28 million (2009 - $62 million expense) and net of income tax recovery for the six months ended June 30, 2010 of $8 million (2009 - $38 million expense). SEE ACCOMPANYING NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS. 8
NEXEN INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Cdn$ 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 20. 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 June 30, 2010 and December 31, 2009 and the results of our operations and our cash flows for the three and six months ended June 30, 2010 and 2009. 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 six months ended June 30, 2010 are not necessarily indicative of the results of operations or cash flows to be expected for the year ending December 31, 2010. As at July 14, 2010, 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 2009 Form 10-K. The accounting policies we follow are described in Note 1 of the Audited Consolidated Financial Statements included in our 2009 Form 10-K. CHANGES IN ACCOUNTING POLICIES OIL AND GAS RESERVE ESTIMATES In early 2010, the Financial Accounting Standards Board issued guidance for OIL AND GAS RESERVE ESTIMATION AND DISCLOSURE, which is effective for years ended December 31, 2009. The guidance expands the definition of oil and gas producing activities to: i) include unconventional sources such as oil sands; ii) change the price used in reserve estimation from the year-end price to the simple average of the first-day-of-the-month price for the previous 12 months, and iii) require disclosures for geographic areas that represent 15% or more of proved reserves. We follow the successful efforts method of accounting for our oil and gas activities, which use the estimated proved reserves we believe are recoverable from our oil and gas properties. Specifically, reserves estimates are used to calculate our unit-of-production depletion rates and to assess, when necessary, our oil and gas assets for impairment. Adoption of these amendments changed our estimate of reserves used to calculate depletion in 2010. As a result of the amendments, depletion expense for continuing operations for the three and six months ended June 30, 2010 increased by $11 million and $24 million, net income from continuing operations decreased by $7 million and $16 million, and earnings per common share decreased by $0.02/share and $0.04/share, respectively. 9
2. ACCOUNTS RECEIVABLE June 30 December 31 2010 2009 ----------------------------------------------------------------------------------------------------------------------- Trade Energy Marketing 1,515 1,410 Energy Marketing Derivative Contracts (Note 6) 260 466 Oil and Gas 793 823 Chemicals and Other 49 44 --------------------------------------- 2,617 2,743 Non-Trade 111 99 --------------------------------------- 2,728 2,842 Allowance for Doubtful Receivables (53) (54) --------------------------------------- Total 2,675 2,788 ======================================= 3. INVENTORIES AND SUPPLIES June 30 December 31 2010 2009 ----------------------------------------------------------------------------------------------------------------------- Finished Products Energy Marketing 473 548 Oil and Gas 32 25 Chemicals and Other 10 12 --------------------------------------- 515 585 Work in Process 7 7 Field Supplies 99 88 --------------------------------------- Total 621 680 ==================== ================== 4. SUSPENDED EXPLORATION WELL COSTS The following table shows the changes in capitalized exploratory well costs during the six months ended June 30, 2010 and the year ended December 31, 2009, 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. Six Months Year Ended Ended June 30 December 31 2010 2009 ----------------------------------------------------------------------------------------------------------------------- Beginning of Period 794 518 Exploratory Well Costs Capitalized Pending the Determination of Proved Reserves 206 396 Capitalized Exploratory Well Costs Charged to Expense (2) (56) Transfers to Wells, Facilities and Equipment Based on Determination of Proved Reserves (1) (21) Effects of Foreign Exchange Rate Changes 7 (43) --------------------------------------- End of Period 1,004 794 ======================================= 10
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 as at June 30, 2010. United United Aging of Suspended Exploration Wells Kingdom Canada States Nigeria Total ------------------------------------------------------------------------------------------------------------------------------ Less than 1 year 60 162 89 13 324 1-3 years 136 348 44 - 528 4-5 years 57 - 74 - 131 Greater than 5 years - - - 21 21 ------------------------------------------------------------------------------ Total 253 510 207 34 1,004 ============================================================================== Number of Wells Capitalized for Greater than One Year 8 13 2 1 24 ============================================================================== As at June 30, 2010, we have exploratory costs that have been capitalized for more than one year relating to our shale gas exploratory activities in Canada ($348 million), interests in eight exploratory blocks in the North Sea ($193 million), two exploratory blocks in the Gulf of Mexico ($118 million), and our interest in an exploratory block offshore Nigeria ($21 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 otherwise assess commercial viability. 5. DEFERRED CHARGES AND OTHER ASSETS June 30 December 31 2010 2009 ------------------------------------------------------------------------------------------------------------------------------ Long-Term Energy Marketing Derivative Contracts (Note 6) 160 225 Defined Benefit Pension Assets 53 60 Long-Term Capital Prepayments 23 27 Other 53 58 ------------------------------------------- Total 289 370 =========================================== 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 because 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 in the following section details our derivatives and fair values as at June 30, 2010. 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. Related amounts posted as margin for exchange-traded positions are recorded in restricted cash. We carry our long-term debt at amortized cost using the effective interest rate method. At June 30, 2010, the estimated fair value of our long-term debt was $6,736 million (December 31, 2009 - $7,594 million) as compared to the carrying value of $6,283 million (December 31, 2009 - $7,251 million). The fair value of long-term debt is estimated based on prices provided by quoted markets and third-party brokers. 11
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: June 30 December 31 2010 2009 --------------------------------------------------------------------------------------------------------------- Commodity Contracts 260 463 Foreign Exchange Contracts - 3 --------------------------------------- Accounts Receivable (Note 2) 260 466 --------------------------------------- Commodity Contracts 160 225 --------------------------------------- Deferred Charges and Other Assets (Note 5) (1) 160 225 --------------------------------------- Total Trading Derivative Assets 420 691 ======================================= Commodity Contracts 202 410 Foreign Exchange Contracts 6 46 --------------------------------------- Accounts Payable and Accrued Liabilities (Note 8) 208 456 --------------------------------------- Commodity Contracts 156 212 --------------------------------------- Deferred Credits and Other Liabilities (Note 12) (1) 156 212 --------------------------------------- Total Trading Derivative Liabilities 364 668 ======================================= Total Net Trading Derivative Contracts 56 23 ======================================= (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: June 30 December 31 2010 2009 --------------------------------------------------------------------------------------------------------------- Current Trading Assets 1,687 2,625 Non-Current Trading Assets 511 716 --------------------------------------- Total Trading Derivative Assets 2,198 3,341 ======================================= Current Trading Liabilities 1,635 2,615 Non-Current Trading Liabilities 507 703 --------------------------------------- Total Trading Derivative Liabilities 2,142 3,318 ======================================= --------------------------------------- Total Net Trading Derivative Contracts 56 23 ======================================= 12
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 six months ended June 30, 2010, the following trading revenues were recognized in marketing and other income: Three Months Six Months Ended June 30 Ended June 30 2010 2010 --------------------------------------------------------------------------------------------------------------- Commodity 113 204 Foreign Exchange (1) (6) --------------------------------------- Marketing Revenue 112 198 ======================================= 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 economic hedging and trading purposes. The absolute notional volumes associated with our derivative instrument transactions for the three and six months ended June 30, 2010, are as follows: Three Months Six Months Ended June 30 Ended June 30 2010 2010 --------------------------------------------------------------------------------------------------------------- Natural Gas bcf/d 5.5 9.1 Crude Oil mmbbls/d 3.6 3.4 Power GWh/d 0.5 0.9 Foreign Exchange US$ millions 834 1,621 Foreign Exchange Euro millions - 53 --------------------------------------- (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: June 30 December 31 2010 2009 --------------------------------------------------------------------------------------------------------------- Accounts Receivable 2 13 Deferred Charges and Other Assets (1) - 4 --------------------------------------- Total Non-Trading Derivative Assets 2 17 ======================================= Accounts Payable and Accrued Liabilities 13 26 --------------------------------------- Total Non-Trading Derivative Liabilities 13 26 ======================================= Total Net Non-Trading Derivative Assets (2) (11) (9) ======================================= (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. 13
CRUDE OIL PUT OPTIONS In 2009, we purchased put options on 90,000 bbls/d of our 2010 crude oil production for $39 million. These options establish a WTI floor price of US$50/bbl on these volumes and provide a base level of price protection without limiting our upside to higher prices. Options on 60,000 bbls/d settle monthly, while the remaining options settle annually. These options are recorded at fair value throughout their term. As a result, changes in forward crude oil prices create gains or losses on these options at each period end. Lower forward crude oil prices at June 30, 2010 compared to the end of the previous quarter increased the fair value of the options to approximately $2 million. Change in Fair Value --------------------------------- Three Months Six Months Ended Ended Notional Average Fair June 30, June 30, Volumes Term Floor Price Value 2010 2010 ------------------------------------------------------------------------------------------------------------------------------ (bbls/d) (US$/bbl) WTI Crude Oil Put Options (monthly) 60,000 2010 50 2 1 (11) WTI Crude Oil Put Options (annual) 30,000 2010 50 - - (4) ------------------------------------------- 2 1 (15) =========================================== 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 current based on their anticipated settlement date. Any change in fair value is included in marketing and other income. Change in Fair Value --------------------------------- Three Months Six Months Ended Ended Notional Average Fair June 30, June 30, Volumes Term Floor Price Value 2010 2010 ------------------------------------------------------------------------------------------------------------------------------ (Gj/d) ($/Gj) Fixed-Price Natural Gas Contracts 15,514 2010 2.28 (3) - (4) Natural Gas Swaps 15,514 2010 7.60 (10) - 4 ------------------------------------------- (13) - - =========================================== (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, 2009. The following table includes our derivatives carried at fair value for our trading and non-trading activities as at June 30, 2010. 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 at June 30, 2010 Level 1 Level 2 Level 3 Total ---------------------------------------------------------------------------------------------------------------------------- Commodity Contracts (85) 123 24 62 Foreign Exchange Contracts - (6) - (6) ------------------------------------------------------- Trading Derivatives (85) 117 24 56 Non-Trading Derivatives - (11) - (11) ------------------------------------------------------- Total (85) 106 24 45 ======================================================= 14
A reconciliation of changes in the fair value of our derivatives classified as Level 3 for the six months ended June 30, 2010 is provided below: Level 3 ------------------------------------------------------------------------------------------- Beginning of Period 42 Realized and Unrealized Gains (Losses) (5) Purchases - Settlements (13) Transfers Into Level 3 - Transfers Out of Level 3 - ------------- End of Period 24 ============= Unsettled gains relating to instruments still held as of June 30, 2010 (5) ============= Items 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. Fair values of instruments in Level 3 are determined using broker quotes, pricing services and internally-developed inputs. We performed a sensitivity analysis of inputs used to calculate the fair value of Level 3 instruments. Using reasonably possible alternative assumptions, the fair value of Level 3 instruments at June 30, 2010 would change by $12 million (December 31, 2009 - $12 million). 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 currency rates and interest rates, which could 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, given that the majority of our debt is fixed rate. 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, many of which are beyond our control, 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. 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 we enter into also expose us to commodity price risk between the time we purchase and sell contracted volumes. We actively manage these risks by using derivative contracts such as commodity put options. Our energy marketing business is focused on providing services to our customers and suppliers to meet their energy commodity needs. We market and trade physical energy commodities in selected regions of the world, including crude oil, natural gas, electricity and other commodities. We do 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. 15
In order to manage the commodity and foreign exchange price risks that come from this physical business, we use financial derivative contracts including energy-related futures, forwards, swaps and options, as well as foreign currency swaps or forwards. 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, 2009. Our period end, high, low and average VaR amounts for the three and six months ended June 30, 2010 are as follows: Three Months Six Months Ended June 30 Ended June 30 Value-at-Risk 2010 2009 2010 2009 ------------------------------------------------------------------------------------------------------------------- Period End 8 15 8 15 High 15 19 15 24 Low 7 13 7 13 Average 12 15 12 17 ------------------------------------------------------ If a market shock occurred as 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 abnormal 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 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. Cash inflows generated by our foreign operations and borrowings on our US-dollar debt facilities 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 net cash flows. We designate most of our US-dollar borrowings as a hedge against our US-dollar net investment in self-sustaining foreign operations. 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 June 30, 2010 and December 31, 2009 are as follows: June 30 December 31 (US$ millions) 2010 2009 ----------------------------------------------------------------------------------------------------------------- Net Investment in Self-Sustaining Foreign Operations 4,513 4,492 Designated US-Dollar Debt 4,513 4,492 ----------------------------------------- For the three and six months ended June 30, 2010, the ineffective portion of our US-dollar debt resulted in a net foreign exchange loss of $39 million and $18 million, respectively ($34 million and $16 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 $45 million, net of income tax, and would increase or decrease our net income by approximately $5 million, net of income tax. We also have 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. 16
(b) CREDIT RISK Credit risk affects our oil, gas and chemicals operations, and our trading and non-trading derivative activities, and 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, refiners and utilities, and are subject to normal industry credit risk. Approximately 81% 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, 2009. At June 30, 2010, only two counterparties individually made up more than 10% of our credit exposure. These counterparties are major integrated oil companies with a strong investment grade credit rating. One other counterparty made up more than 5% of our credit exposure. The following table illustrates the composition of credit exposure by credit rating. June 30 December 31 CREDIT RATING 2010 2009 -------------------------------------------------------------------------------------------------------------- A or higher 65% 67% BBB 26% 26% Non-Investment Grade 9% 7% -------------------------------------- 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 $53 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 June 30, 2010 includes $1 million of cash and $302 million of letters of credit. The cash received is 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 fall due. We require liquidity specifically to fund capital requirements, satisfy financial obligations as they come 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 June 30, 2010, we had approximately $3.8 billion of cash and available committed lines of credit. This includes approximately $1 billion of cash and cash equivalents on hand and undrawn term credit facilities of $2.8 billion, of which $336 million was supporting letters of credit at June 30, 2010. These facilities are available until 2014 unless extended. We also have about $467 million of uncommitted credit facilities, of which $158 million was drawn and $24 million was supporting letters of credit at June 30, 2010. The following table details the contractual maturities for our non-derivative financial liabilities, including both the principal and interest cash flows at June 30, 2010: Less than More than Total 1 Year 1-3 Years 4-5 Years 5 Years ------------------------------------------------------------------------------------------------------------- Long-Term Debt 6,383 - 360 1,304 4,719 Interest on Long-Term Debt (1) 7,970 364 728 675 6,203 --------------------------------------------------------------------------- Total 14,353 364 1,088 1,979 10,922 =========================================================================== (1) Excludes interest on term credit facilities of $477 million (US$450 million) and Canexus term credit facilities of $307 million (US$289 million) as the amounts drawn on the facilities fluctuate. Based on amounts drawn at June 30, 2010 and existing variable interest rates, we would be required to pay $28 million per year until the outstanding amounts on the term credit facilities are repaid. 17
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) 364 208 139 17 - Non-Trading Derivatives (Note 6) 13 13 - - - --------------------------------------------------------------------- Total 377 221 139 17 - ===================================================================== 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 ratings to non-investment grade. Based on contracts in place and commodity prices at June 30, 2010, we could be required to post collateral of up to $785 million if we were downgraded to non-investment grade. These obligations are reflected on our balance sheet. The posting of collateral secures the payment of such amounts. In the event of a ratings downgrade, we have trading inventories and receivables that can be quickly monetized as well as undrawn credit facilities. At June 30, 2010, collateral posted with counterparties includes $133 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 $113 million (December 31, 2009 - $198 million), which have been included in restricted cash. 8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES June 30 December 31 2010 2009 ------------------------------------------------------------------------------------------------------------- Energy Marketing Payables 1,256 1,366 Energy Marketing Derivative Contracts (Note 6) 208 456 Accrued Payables 658 619 Trade Payables 198 210 Income Taxes Payable 449 179 Stock-Based Compensation 30 72 Other 302 136 ------------------------------------- Total 3,101 3,038 ===================================== 9. SHORT-TERM BORROWINGS AND LONG-TERM DEBT June 30 December 31 2010 2009 ------------------------------------------------------------------------------------------------------------- Canexus Term Credit Facilities, due 2012 (US$289 million drawn) (a) 307 233 Canexus Notes, due 2013 (US$50 million) 53 52 Notes, due 2013 (US$500 million) 530 523 Term Credit Facilities, due 2014 (US$450 million drawn) (b) 477 1,570 Canexus Convertible Debentures, due 2014 32 46 Notes, due 2015 (US$250 million) 265 262 Notes, due 2017 (US$250 million) 265 262 Notes, due 2019 (US$300 million) 318 314 Notes, due 2028 (US$200 million) 212 209 Notes, due 2032 (US$500 million) 530 523 Notes, due 2035 (US$790 million) 838 827 Notes, due 2037 (US$1,250 million) 1,326 1,308 Notes, due 2039 (US$700 million) 742 733 Subordinated Debentures, due 2043 (US$460 million) 488 481 ------------------------------------- 6,383 7,343 Unamortized Debt Issue Costs (100) (92) ------------------------------------- Total Long-Term Debt 6,283 7,251 ===================================== 18
(a) CANEXUS TERM CREDIT FACILITIES Canexus has $451 million (US$425 million) of committed, secured term credit facilities available until August 2012. At June 30, 2010, $307 million (US$289 million) was drawn on these facilities (December 31, 2009 - $233 million (US$223 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 4.3% for the three months ended June 30, 2010 (three months ended June 30, 2009 - 2.1%) and 3.0% for the six months ended June 30, 2010 (six months ended June 30, 2009 - 2.4%). (b) TERM CREDIT FACILITIES We have unsecured term credit facilities of $3.2 billion (US$3.1 billion) which are available until 2014. At June 30, 2010, $477 million (US$450 million) was drawn on these facilities (December 31, 2009 - $1.6 billion (US$1.5 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 monthly at a floating rate. The weighted-average interest rate on our term credit facilities was 1.3% for the three months ended June 30, 2010 (three months ended June 30, 2009 - 1.1%) and 1.1% for the six months ended June 30, 2010 (six months ended June 30, 2009 - 1.1%). At June 30, 2010, $336 million (US$317 million) of these facilities were utilized to support outstanding letters of credit (December 31, 2009 - $407 million (US$389 million)). (c) INTEREST EXPENSE Three Months Six Months Ended June 30 Ended June 30 2010 2009 2010 2009 ------------------------------------------------------------------------------------------------------------------ Long-Term Debt 94 89 188 178 Other 5 3 9 8 ----------------------------------------------------- Total 99 92 197 186 Less: Capitalized (22) (18) (40) (44) ----------------------------------------------------- Total 77 74 157 142 ===================================================== Capitalized interest relates to and is included as part of the cost of our oil and gas properties. The capitalization rates are based on our weighted-average cost of borrowings. (d) SHORT-TERM BORROWINGS Nexen has uncommitted, unsecured credit facilities of approximately $467 million (US$446 million), of which $158 million (US$149 million) were drawn at June 30, 2010 (December 31, 2009 - nil). We also utilized $24 million (US$23 million) of these facilities to support outstanding letters of credit at June 30, 2010 (December 31, 2009 - $86 million (US$82 million)). Interest is payable at floating rates. 19
10. CAPITAL MANAGEMENT Our objectives and processes for managing our capital structure are consistent with those in place at December 31, 2009. Our capital consists of equity, short-term borrowings, long-term debt and cash and cash equivalents as follows: June 30 December 31 2010 2009 --------------------------------------------------------------------------------------------------- NET DEBT (1) Short-Term Borrowings 158 - Long-Term Debt 6,283 7,251 -------------------------------------- Total Debt 6,441 7,251 Less: Cash and Cash Equivalents (970) (1,700) -------------------------------------- Total 5,471 5,551 ====================================== EQUITY (2) 8,080 7,646 ====================================== (1) Includes all of our borrowings and is calculated as long-term debt and short-term borrowings less cash and cash equivalents. (2) Equity is the historical issue of equity and accumulated retained earnings. We monitor the leverage in our capital structure by reviewing the ratio of net debt to adjusted cash flow (cash flow from operating activities before changes in non-cash working capital and other) and interest coverage ratios at various commodity prices. Net debt and adjusted cash flow are non-GAAP measures that are unlikely to 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). We use the ratio of net debt to adjusted cash flow as a key indicator of our leverage and to monitor the strength of our balance sheet. For the twelve months ended June 30, 2010, the net debt to adjusted cash flow was 2.3 times compared to 2.5 times at December 31, 2009. While we typically expect the target ratio to fluctuate between 1.0 and 2.0 times under normalized commodity prices, this can be higher or lower depending on commodity price volatility, where we are in the investment cycle, or when we identify strategic opportunities requiring additional investment. Whenever we exceed our target ratio, we assess whether we need to identify specific actions 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 increased from 8.5 times at the end of 2009 to 9.1 times at June 30, 2010. Interest coverage is calculated by dividing our adjusted EBITDA by interest expense before capitalized interest. Adjusted EBITDA is a non-GAAP measure that is calculated using net income excluding interest expense, provision for income taxes, exploration expenses, DD&A, impairment and other non-cash expenses. 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 Year Ended Ended June 30 December 31 2010 2009 ---------------------------------------------------------------------------------------------------- Net Income Attributable to Nexen Inc. 821 536 Add: Interest Expense 327 312 Provision for Income Taxes 595 260 Depreciation, Depletion, Amortization and Impairment 1,771 1,802 Exploration Expense 315 302 Recovery of Non-Cash Stock-Based Compensation (93) (10) Change in Fair Value of Crude Oil Put Options 71 251 Other Non-Cash Expenses (161) (136) -------------------------------------- Adjusted EBITDA 3,646 3,317 ====================================== 20
11. ASSET RETIREMENT OBLIGATIONS Changes in carrying amounts of the asset retirement obligations associated with our Property, Plant & Equipment (PP&E) are as follows: Six Months Year Ended Ended June 30 December 31 2010 2009 ----------------------------------------------------------------------------------------------------------------------- Balance at Beginning of Period 1,053 1,059 Obligations Incurred with Development Activities 23 27 Obligations Settled (15) (42) Accretion Expense 33 70 Revisions to Estimates (35) 13 Obligations Reclassified to Liabilities Associated with Assets Held for Sale (121) - Effects of Changes in Foreign Exchange Rate (15) (74) -------------------------------------- Balance at End of Period 1, (2) 923 1,053 ====================================== (1) Obligations due within 12 months of $64 million (December 31, 2009 - $35 million) have been included in accounts payable and accrued liabilities. (2) Obligations relating to our oil and gas activities amount to $889 million (December 31, 2009 - $1,002 million) and obligations relating to our chemicals business amount to $34 million (December 31, 2009 - $51 million). Our total estimated undiscounted inflated asset retirement obligations amount to $2,167 million (December 31, 2009 - $2,341 million). We discounted the total estimated asset retirement obligations using a weighted-average, credit-adjusted, risk-free rate of 5.9%. Approximately $215 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 June 30 December 31 2010 2009 ---------------------------------------------------------------------------------------------------------------------- Deferred Tax Credit 451 503 Long-Term Energy Marketing Derivative Contracts (Note 6) 156 212 Defined Benefit Pension Obligations (1) 77 76 Capital Lease Obligations 43 61 Deferred Transportation Revenue 37 55 Other 115 114 ------------------------------------- Total 879 1,021 ===================================== (1) The obligations are secured by letters of credit drawn on our term credit facilities. 13. SHAREHOLDERS' EQUITY DIVIDENDS Dividends per common share for the three months ended June 30, 2010 were $0.05 per common share (2009 - $0.05). Dividends per common share for the six months ended June 30, 2010 were $0.10 per common share (2009 - $0.10).Dividends paid to holders of common shares have been designated as "eligible dividends" for Canadian tax purposes. 21
14. MARKETING AND OTHER INCOME Three Months Six Months Ended June 30 Ended June 30 2010 2009 2010 2009 ------------------------------------------------------------------------------------------------------------------- Marketing Revenue, Net 112 221 198 488 Long Lake Purchased Bitumen Sales 10 - 38 - Gain on Sale of Assets 83 1 80 8 Change in Fair Value of Crude Oil Put Options 1 (179) (15) (195) Interest 1 1 5 3 Foreign Exchange Gain (28) - 6 19 Other (1) (15) 38 3 16 ------------------------------------------------------ Total 164 82 315 339 ====================================================== (1) Includes non-cash mark-to-market losses that will reverse with the sale of North America Natural Gas Energy Marketing as described in Note 15. 15. ASSET DISPOSITIONS CANADIAN HEAVY OIL PROPERTIES During the quarter, we signed an agreement to sell our heavy oil properties in Canada for proceeds of $975 million before closing adjustments. The sale is expected to close in the third quarter following receipt of regulatory approvals. On closing, we expect to realize a gain of over $750 million. The results of operations from these properties have been presented as discontinued operations. The properties are considered assets held for sale at June 30, 2010. The following tables provide the assets and liabilities that are associated with the heavy oil properties. June 30 2010 ----------------------------------------------------------------------------------------------------------------- Property, Plant and Equipment, Net of Accumulated DD&A 303 Asset Retirement Obligations (121) Deferred Credits and Other Liabilities (28) -------------------- Total 154 ==================== Discontinued operations from these assets are: Three Months Six Months Ended June 30 Ended June 30 2010 2009 2010 2009 ------------------------------------------------------------------------------------------------------------------ Revenues and Other Income Net Sales 56 62 125 106 ----------------------------------------------------- Expenses Operating 22 25 45 50 Depreciation, Depletion, Amortization and Impairment 12 32 34 64 General and Administrative 5 6 9 12 Transportation and Other - 3 2 7 ----------------------------------------------------- 39 66 90 133 ----------------------------------------------------- Income (Loss) before Provision for Income Taxes 17 (4) 35 (27) Provision for (Recovery of) Future Income Taxes 4 (1) 9 (7) ----------------------------------------------------- Net Income (Loss) from Discontinued Operations 13 (3) 26 (20) ===================================================== Earnings (Loss) Per Common Share Basic 0.03 (0.01) 0.05 (0.03) ===================================================== Diluted 0.03 (0.01) 0.05 (0.03) ===================================================== 22
NORTH AMERICA NATURAL GAS ENERGY MARKETING During the quarter, we signed an agreement to sell our North American natural gas marketing business. The transaction is expected to close in the third quarter, subject to customary closing conditions. The sale is expected to be cash neutral and we expect to recognize a non-cash loss on the sale of between $250 million and $290 million. On closing, the purchaser will acquire our North American natural gas business including our storage and transportation commitments, natural gas inventory, related financial and physical derivative positions, and margin collateral posted. In the period between signing and closing, we have agreements with the purchaser which transfers the market risk of our contracts and inventory to the purchaser unless we breach our obligation to close the sale. These agreements are derivative instruments carried at fair value on our balance sheet with gains and losses included in marketing and other income. CANADIAN UNDEVELOPED OIL SAND LEASES During the quarter, we sold our non-core lands in the Athabasca region for proceeds of $81 million. We had no plans to develop these lands for at least a decade. We recognized a gain on sale of $80 million. 16. 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 Six Months Ended June 30 Ended June 30 (millions of shares) 2010 2009 2010 2009 --------------------------------------------------------------------------------------------------------------------- Weighted-average number of common shares outstanding 524.5 521.2 524.0 520.7 Shares issuable pursuant to tandem options 5.8 11.1 6.0 11.2 Shares notionally purchased from proceeds of tandem options (4.1) (6.8) (4.4) (7.9) ----------------------------------------------------- Weighted-average number of diluted common shares outstanding 526.2 525.5 525.6 524.0 ===================================================== In calculating the weighted-average number of diluted common shares outstanding for the three and six months ended June 30, 2010, we excluded 16,556,303 and 16,516,379 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 six months ended June 30, 2009, we excluded 13,100,342 and 13,158,635 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. 17. COMMITMENTS, CONTINGENCIES AND GUARANTEES As described in Note 15 to the Audited Consolidated Financial Statements included in our 2009 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. During the first quarter, we sold our European gas and power marketing business. We agreed to maintain our parental guarantees to the existing counterparties until the purchaser is able to replace them. At June 30, 2010, our total exposure is $71 million. The guarantees expire at the earlier of the purchaser replacing the guarantees and September 25, 2010. We are obligated to perform under the guarantees only if the purchaser does not meet its obligations to the counterparties. To eliminate our exposure under the guarantees, the purchaser has provided us an indemnity and an irrevocable letter of credit from a highly-rated financial institution. 23
18. CASH FLOWS (a) CHARGES AND CREDITS TO INCOME NOT INVOLVING CASH Three Months Six Months Ended June 30 Ended June 30 2010 2009 2010 2009 ------------------------------------------------------------------------------------------------------------------- Depreciation, Depletion, Amortization and Impairment 391 381 757 758 Stock-Based Compensation (40) 42 (41) 42 Recovery of Future Income Taxes (84) (228) (189) (309) Gain on Sale of Assets (83) (1) (80) (8) Non-cash Items Included in Discontinued Operations 16 31 43 57 Change in Fair Value of Crude Oil Put Options (1) 179 15 195 Foreign Exchange 42 (24) 1 (37) Other 29 14 29 15 ------------------------------------------------------ Total 270 394 535 713 ====================================================== (b) CHANGES IN NON-CASH WORKING CAPITAL Three Months Six Months Ended June 30 Ended June 30 2010 2009 2010 2009 ------------------------------------------------------------------------------------------------------------------- Accounts Receivable (16) (471) (234) (173) Inventories and Supplies (37) (80) 76 (129) Other Current Assets 5 20 78 12 Accounts Payable and Accrued Liabilities (30) 134 355 319 Other Current Liabilities 7 (17) (2) (4) ------------------------------------------------------ Total (71) (414) 273 25 ====================================================== Relating to: Operating Activities (58) (340) 198 80 Investing Activities (13) (74) 75 (55) ------------------------------------------------------ Total (71) (414) 273 25 ====================================================== (c) OTHER CASH FLOW INFORMATION Three Months Six Months Ended June 30 Ended June 30 2010 2009 2010 2009 ------------------------------------------------------------------------------------------------------------------- Interest Paid 87 97 190 178 Income Taxes Paid 43 34 250 68 ------------------------------------------------------ Cash flow from other operating activities includes cash outflows related to geological and geophysical expenditures of $17 million for the three months ended June 30, 2010 (2009 - $31 million) and $29 million for the six months ended June 30, 2010 (2009 - $43 million). 24
19. OPERATING SEGMENTS AND RELATED INFORMATION Nexen is involved in activities relating to Oil and Gas, Energy Marketing and Chemicals in various geographic locations as described in Note 20 to the Audited Consolidated Financial Statements included in our 2009 Form 10-K. THREE MONTHS ENDED JUNE 30, 2010 Energy Corporate Oil and Gas Marketing Chemicals and Other Total ---------------------------------------------------------------------------------------------------- United United Other Kingdom Canada Syncrude States Yemen Countries(1) ------------------------------------------------------------------------------------------- Net Sales 735 125 152 99 157 14 12 105 - 1,399 Marketing and Other 4 90(2) 1 1 3 - 95 (7) (23)(3) 164 ----------------------------------------------------------------------------------------------------- Total Revenues 739 215 153 100 160 14 107 98 (23) 1,563 Less: Expenses Operating 76 104 71 25 36 2 7 78 - 399 Depreciation, Depletion, Amortization and Impairment 198 67 14 59 24 2 5 12 10 391 Transportation and Other 4 37 4 - 3 - 89 14 8 159 General and Administrative (4) - 2 - 13 (1) 3 11 9 33 70 Exploration 7 6 - 13 - 24(5) - - - 50 Interest - - - - - - - 2 75 77 ----------------------------------------------------------------------------------------------------- Income (Loss) from 454 (1) 64 (10) 98 (17) (5) (17) (149) 417 Continuing Operations before Income Taxes Less: Provision for (Recovery Of) Income Taxes 226 (1) 16 (3) 35 (15) (5) (4) (69) 180 Less: Non-Controlling Interests - - - - - - - (5) - (5) Add: Net Income from Assets Held for Sale - 13 - - - - - - - 13 ----------------------------------------------------------------------------------------------------- NET INCOME (LOSS) 228 13 48 (7) 63 (2) - (8) (80) 255 ===================================================================================================== IDENTIFIABLE ASSETS 4,601 8,117(6) 1,293 1,750 248 1,254(7) 2,648(8) 754 1,850 22,515 ===================================================================================================== Capital Expenditures ----------------------------------------------------------------------------------------------------- EXPLORATION & DEVELOPMENT 144 355 24 64 17 143 7 53 10 817 ===================================================================================================== Property, Plant and Equipment Cost 6,418 8,433 1,504 4,071 2,521 1,169 228 1,222 318 25,884 Less: Accumulated DD&A 3,032 769 292 2,679 2,414 102 64 582 195 10,129 ----------------------------------------------------------------------------------------------------- NET BOOK VALUE 3,386 7,664(6) 1,212 1,392 107 1,067(7) 164 640 123 15,755 ===================================================================================================== (1) Includes results of operations from producing activities in Colombia. (2) Includes gain of $80 million from the sale of non-core lands in the Athabasca region. (3) Includes interest income of $1 million, foreign exchange losses of $28 million, an increase in the fair value of crude oil put options of $1 million and other gains of $3 million. (4) Includes recovery of stock-based compensation expense of $35 million. (5) Includes exploration activities primarily in Nigeria, Norway and Colombia. (6) Includes PP&E costs of $6,108 million related to our insitu oil sands (Long Lake and future phases). (7) Includes PP&E costs of $1,016 million related to Nigeria. (8) Approximately 84% of Marketing's identifiable assets are accounts receivable and inventories. 25
THREE MONTHS ENDED JUNE 30, 2009 Energy Corporate Oil and Gas Marketing Chemicals and Other Total ---------------------------------------------------------------------------------------------------- United United Other Kingdom Canada Syncrude States Yemen Countries(1) ------------------------------------------------------------------------------------------- Net Sales 618 36 85 88 175 20 7 109 - 1,138 Marketing and Other 4 1 1 - 4 - 221 29 (178)(2) 82 ----------------------------------------------------------------------------------------------------- Total Revenues 622 37 86 88 179 20 228 138 (178) 1,220 Less: Expenses Operating 53 17 77 27 49 2 8 62 - 295 Depreciation, Depletion, Amortization and Impairment 182 30 9 80 32 4 3 29 12 381 Transportation and Other 14 5 5 3 15 - 166 14 7 229 General and Administrative (3) 5 22 1 24 (3) 16 26 16 54 161 Exploration 11 8 - 37 - 21(4) - - - 77 Interest - - - - - - - 2 72 74 ----------------------------------------------------------------------------------------------------- Income (Loss) from 357 (45) (6) (83) 86 (23) 25 15 (323) 3 Continuing Operations before Income Taxes Less: Provision for (Recovery of) Income Taxes 170 (12) (2) (28) 30 (18) 9 4 (175) (22) Less: Non-Controlling Interests - - - - - - - 2 - 2 Add: Net Loss from Assets Held for Sale - (3) - - - - - - - (3) ----------------------------------------------------------------------------------------------------- NET INCOME (LOSS) 187 (36) (4) (55) 56 (5) 16 9 (148) 20 ===================================================================================================== IDENTIFIABLE ASSETS 5,831 8,349(5) 1,232 2,043 289 911(6) 3,332(7) 618 1,321 23,926 ===================================================================================================== Capital Expenditures ----------------------------------------------------------------------------------------------------- EXPLORATION & DEVELOPMENT 158 191 22 72 22 166 3 72 9 715 ===================================================================================================== Property, Plant and Equipment Cost 6,500 9,411 1,407 4,270 2,715 723 259 1,005 349 26,639 Less: Accumulated DD&A 2,414 1,899 251 2,680 2,549 116 83 507 223 10,722 ----------------------------------------------------------------------------------------------------- NET BOOK VALUE 4,086 7,512(5) 1,156 1,590 166 607(6) 176 498 126 15,917 ===================================================================================================== (1) Includes results of operations from producing activities in Colombia. (2) Includes interest income of $1 million and a decrease in the fair value of crude oil put options of $179 million. (3) Includes stock-based compensation expense of $56 million. (4) Includes exploration activities primarily in Nigeria, Norway and Colombia. (5) Includes PP&E costs of $5,832 million related to our insitu oil sands (Long Lake and future phases). (6) Includes PP&E costs of $551 million related to Nigeria. (7) Approximately 82% of Marketing's identifiable assets are accounts receivable and inventories. 26
SIX MONTHS ENDED JUNE 30, 2010 Energy Corporate Oil and Gas Marketing Chemicals and Other Total ---------------------------------------------------------------------------------------------------- United United Other Kingdom Canada Syncrude States Yemen Countries(1) ------------------------------------------------------------------------------------------- Net Sales 1,490 236 286 212 339 29 21 218 - 2,831 Marketing and Other 9 118(2) 2 1 8 - 178 - (1)(3) 315 ----------------------------------------------------------------------------------------------------- Total Revenues 1,499 354 288 213 347 29 199 218 (1) 3,146 Less: Expenses Operating 153 215 138 47 77 3 17 148 - 798 Depreciation, Depletion, Amortization and Impairment 366 125 27 123 59 4 10 23 20 757 Transportation and Other 3 91 11 2 6 - 212 26 8 359 General and Administrative(4) 13 14 - 24 - 11 32 17 73 184 Exploration 31 13 - 29 - 70(5) - - - 143 Interest - - - - - - - 3 154 157 ----------------------------------------------------------------------------------------------------- Income (Loss) from 933 (104) 112 (12) 205 (59) (72) 1 (256) 748 Continuing Operations before Income Taxes Less: Provision for (Recovery of) Income Taxes 466 (27) 28 (4) 72 (53) (28) - (120) 334 Less: Non-Controlling Interests - - - - - - - - - - Add: Net Income from Assets Held for Sale - 26 - - - - - - - 26 ----------------------------------------------------------------------------------------------------- NET INCOME (LOSS) 467 (51) 84 (8) 133 (6) (44) 1 (136) 440 ===================================================================================================== IDENTIFIABLE ASSETS 4,601 8,117(6) 1,293 1,750 248 1,254(7) 2,648(8) 754 1,850 22,515 ===================================================================================================== Capital Expenditures ----------------------------------------------------------------------------------------------------- EXPLORATION & DEVELOPMENT 273 493 43 128 27 275 16 102 16 1,373 ===================================================================================================== Property, Plant and Equipment Cost 6,418 8,433 1,504 4,071 2,521 1,169 228 1,222 318 25,884 Less: Accumulated DD&A 3,032 769 292 2,679 2,414 102 64 582 195 10,129 ----------------------------------------------------------------------------------------------------- NET BOOK VALUE 3,386 7,664(6) 1,212 1,392 107 1,067(7) 164 640 123 15,755 ===================================================================================================== (1) Includes results of operations from producing activities in Colombia. (2) Includes gain of $80 million from the sale of non-core lands in the Athabasca region. (3) Includes interest income of $5 million, foreign exchange gains of $6 million, decrease in the fair value of crude oil put options of $15 million and other gains of $3 million. (4) Includes recovery of stock-based compensation expense of $33 million. (5) Includes exploration activities primarily in Norway and Colombia. (6) Includes PP&E costs of $6,108 million related to our insitu oil sands (Long Lake and future phases). (7) Includes PP&E costs of $1,016 million related to Nigeria. (8) Approximately 84% of Marketing's identifiable assets are accounts receivable and inventories. 27
SIX MONTHS ENDED JUNE 30, 2009 Energy Corporate Oil and Gas Marketing Chemicals and Other Total ---------------------------------------------------------------------------------------------------- United United Other Kingdom Canada Syncrude States Yemen Countries(1) ------------------------------------------------------------------------------------------- Net Sales 1,096 83 183 151 337 39 20 233 - 2,142 Marketing and Other 8 8 1 - 7 - 488 15 (188)(2) 339 ----------------------------------------------------------------------------------------------------- Total Revenues 1,104 91 184 151 344 39 508 248 (188) 2,481 Less: Expenses Operating 104 33 143 50 96 4 16 129 - 575 Depreciation, Depletion, Amortization and Impairment 375 61 20 148 73 9 7 41 24 758 Transportation and Other 11 4 12 16 18 - 328 24 13 426 General and Administrative (3) 7 30 1 38 1 24 49 25 80 255 Exploration 19 29 - 47 - 35(4) - - - 130 Interest - - - - - - - 4 138 142 ----------------------------------------------------------------------------------------------------- Income (Loss) from 588 (66) 8 (148) 156 (33) 108 25 (443) 195 Continuing Operations before Income Taxes Less: Provision for (Recovery of) Income Taxes 256 (17) 2 (51) 54 (24) 44 6 (255) 15 Less: Non-Controlling Interests - - - - - - - 5 - 5 Add: Net Loss from Assets Held for Sale - (20) - - - - - - - (20) ----------------------------------------------------------------------------------------------------- NET INCOME (LOSS) 332 (69) 6 (97) 102 (9) 64 14 (188) 155 ===================================================================================================== IDENTIFIABLE ASSETS 5,831 8,349(5) 1,232 2,043 289 911(6) 3,332(7) 618 1,321 23,926 ===================================================================================================== Capital Expenditures Exploration & Development 335 531 39 140 51 239 11 108 10 1,464 Proved Property Acquisitions - 755 - - - - - - - 755 ----------------------------------------------------------------------------------------------------- TOTAL 335 1,286 39 140 51 239 11 108 10 2,219 ===================================================================================================== Property, Plant and Equipment Cost 6,500 9,411 1,407 4,270 2,715 723 259 1,005 349 26,639 Less: Accumulated DD&A 2,414 1,899 251 2,680 2,549 116 83 507 223 10,722 ----------------------------------------------------------------------------------------------------- NET BOOK VALUE 4,086 7,512(5) 1,156 1,590 166 607(6) 176 498 126 15,917 ===================================================================================================== (1) Includes results of operations from producing activities in Colombia. (2) Includes interest income of $3 million, foreign exchange gains of $19 million, decrease in the fair value of crude oil put options of $195 million and other losses of $15 million. (3) Includes stock-based compensation expense of $56 million. (4) Includes exploration activities primarily in Norway and Colombia. (5) Includes PP&E costs of $5,832 million related to our insitu oil sands (Long Lake and future phases). (6) Includes PP&E costs of $551 million related to Nigeria. (7) Approximately 82% of Marketing's identifiable assets are accounts receivable and inventories. 28
20. DIFFERENCES BETWEEN CANADIAN AND US GENERALLY ACCEPTED ACCOUNTING PRINCIPLES The Unaudited Consolidated Financial Statements have been prepared in accordance with Canadian GAAP. The US GAAP Unaudited Consolidated Statements and summaries of differences from Canadian GAAP are as follows: UNAUDITED CONSOLIDATED STATEMENT OF INCOME - US GAAP FOR THE THREE AND SIX MONTHS ENDED JUNE 30 Three Months Six Months Ended June 30 Ended June 30 (Cdn$ millions, except per share amounts) 2010 2009 2010 2009 ---------------------------------------------------------------------------------------------------------------------- REVENUES AND OTHER INCOME Net Sales 1,399 1,138 2,831 2,142 Marketing and Other (v); (vi) 98 66 303 358 ------------------------------------------------------ 1,497 1,204 3,134 2,500 ------------------------------------------------------ EXPENSES Operating 399 295 798 575 Depreciation, Depletion, Amortization and Impairment 391 381 757 758 Transportation and Other (v) 76 228 279 418 General and Administrative (iv) 50 191 172 293 Exploration 50 77 143 130 Interest 77 74 157 142 ------------------------------------------------------ 1,043 1,246 2,306 2,316 ------------------------------------------------------ INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES 454 (42) 828 184 ------------------------------------------------------ PROVISION FOR (RECOVERY OF) INCOME TAXES Current 264 206 523 324 Deferred (iv); (vi) (73) (241) (164) (309) ------------------------------------------------------ 191 (35) 359 15 ------------------------------------------------------ NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE NON-CONTROLLING INTERESTS 263 (7) 469 169 Less: Net Income (Loss) Attributable to Canexus Non- Controlling Interests (5) 2 - 5 ------------------------------------------------------ NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NEXEN INC. 268 (9) 469 164 Net Income (Loss) from Discontinued Operations 13 (3) 26 (20) ------------------------------------------------------ NET INCOME (LOSS) ATTRIBUTABLE TO NEXEN INC. - US GAAP (1) 281 (12) 495 144 ====================================================== EARNINGS (LOSS) PER COMMON SHARE FROM CONTINUING OPERATIONS ($/share) Basic 0.51 (0.02) 0.89 0.31 ====================================================== Diluted 0.51 (0.02) 0.89 0.31 ====================================================== EARNINGS (LOSS) PER COMMON SHARE ($/share) Basic 0.54 (0.02) 0.94 0.28 ====================================================== Diluted 0.54 (0.02) 0.94 0.28 ====================================================== (1) RECONCILIATION OF CANADIAN AND US GAAP NET INCOME Three Months Six Months Ended June 30 Ended June 30 2010 2009 2010 2009 ---------------------------------------------------------------------------------------------------------------------- Net Income Attributable to Nexen Inc - Canadian GAAP 255 20 440 155 Impact of US Principles, Net of Income Taxes: Stock-based Compensation (iv) 15 (22) 9 (28) Inventory Valuation (vi) 11 (10) 46 17 ------------------------------------------------------ Net Income (Loss) Attributable to Nexen Inc - US GAAP 281 (12) 495 144 ====================================================== 29
UNAUDITED CONSOLIDATED BALANCE SHEET - US GAAP June 30 December 31 (Cdn$ millions, except share amounts) 2010 2009 ------------------------------------------------------------------------------------------------------------------- ASSETS CURRENT ASSETS Cash and Cash Equivalents 970 1,700 Restricted Cash 113 198 Accounts Receivable 2,675 2,788 Inventories and Supplies (vi) 619 610 Other 106 185 -------------------------------------- Total Current Assets 4,483 5,481 -------------------------------------- PROPERTY, PLANT AND EQUIPMENT Net of Accumulated Depreciation, Depletion, Amortization and Impairment of $10,521 (December 31, 2009 - $11,200) (i); (iii) 15,706 15,443 GOODWILL 343 339 DEFERRED INCOME TAX ASSETS 1,340 1,148 DEFERRED CHARGES AND OTHER ASSETS 289 370 ASSETS HELD FOR SALE 303 - -------------------------------------- TOTAL ASSETS 22,464 22,781 ====================================== LIABILITIES CURRENT LIABILITIES Short-Term Borrowings 158 - Accounts Payable and Accrued Liabilities (iv) 3,182 3,131 Accrued Interest Payable 89 89 Dividends Payable 26 26 -------------------------------------- Total Current Liabilities 3,455 3,246 -------------------------------------- LONG-TERM DEBT 6,283 7,251 DEFERRED INCOME TAX LIABILITIES (i); (ii); (iv); (vi); (vii) 2,825 2,720 ASSET RETIREMENT OBLIGATIONS 859 1,018 DEFERRED CREDITS AND OTHER LIABILITIES (ii) 984 1,126 LIABILITIES ASSOCIATED WITH ASSETS HELD FOR SALE 149 - EQUITY Nexen Inc. Shareholders' Equity Common Shares, no par value Authorized: Unlimited Outstanding: 2010 - 524,565,491 shares 2009 - 522,915,843 shares 1,088 1,049 Contributed Surplus - 1 Retained Earnings (i); (ii); (iv); (vi); (vii) 7,018 6,575 Accumulated Other Comprehensive Loss (ii) (268) (269) -------------------------------------- Total Nexen Inc. Shareholders' Equity 7,838 7,356 Canexus Non-Controlling Interests 71 64 -------------------------------------- TOTAL EQUITY 7,909 7,420 -------------------------------------- COMMITMENTS, CONTINGENCIES AND GUARANTEES TOTAL LIABILITIES AND EQUITY 22,464 22,781 ====================================== 30
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) - US GAAP FOR THE THREE AND SIX MONTHS ENDED JUNE 30 Three Months Six Months Ended June 30 Ended June 30 2010 2009 2010 2009 ------------------------------------------------------------------------------------------------------------------ Net Income (Loss) Attributable to Nexen Inc. - US GAAP 281 (12) 495 144 Other Comprehensive Income (Loss), Net of Income Taxes: Foreign Currency Translation Adjustment 12 (29) 1 (23) ---------------------------------------------------- Comprehensive Income (Loss) Attributable to Nexen Inc. - US GAAP 293 (41) 496 121 ==================================================== UNAUDITED CONSOLIDATED STATEMENT OF ACCUMULATED OTHER COMPREHENSIVE LOSS - US GAAP June 30 December 31 2010 2009 ----------------------------------------------------------------------------------------------------------------- Foreign Currency Translation Adjustment (189) (190) Unamortized Defined Benefit Pension Plan Costs (ii) (79) (79) ------------------------------------ Accumulated Other Comprehensive Loss (268) (269) ==================================== NOTES TO THE UNAUDITED CONSOLIDATED US GAAP FINANCIAL STATEMENTS: i. Under Canadian GAAP, we deferred 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, 2009 - $30 million) and deferred income tax liabilities are lower by $11 million (December 31, 2009 - $11 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 June 30, 2010 and December 31, 2009, the unfunded amount of our defined benefit pension plans that was not included in the pension liability under Canadian GAAP was $105 million. This amount has been included in deferred credits and other liabilities and $79 million, net of income taxes, has been included in Accumulated Other Comprehensive Loss (AOCL). 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 required the accelerated recognition of stock-based compensation expense for all stock-based awards made to our retired and retirement-eligible employees. However, US GAAP required 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 $20 million and $12 million, ($15 million and $9 million, net of income taxes), for the three and six months ended June 30, 2010, (2009 - higher by $30 million and $38 million, respectively, ($22 million and $28 million, net of income taxes)); and o accounts payable and accrued liabilities are higher by $81 million as at June 30, 2010 (December 31, 2009 - $93 million). v. Under US GAAP, asset disposition gains and losses are included with transportation and other expense. Gains of $83 million and $80 million for the three and six months ended June 30, 2010, respectively, were reclassified from marketing and other income to transportation and other expense (gains of $1 million and $8 million, respectively were reclassified for the three and six months ended June 30, 2009). 31
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 $17 million and $68 million ($11 million and $46 million, net of income taxes) for the three and six months ended June 30, 2010 (2009 - lower by $15 million and higher by $27 million ($10 million and $17 million, net of income taxes)); and o inventories are lower by $2 million as at June 30, 2010 (December 31, 2009 - lower by $70 million) and deferred income tax liabilities are $1 million lower (December 31, 2009 - lower by $23 million). vii. Under US GAAP, we are required to apply FIN48 ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES regarding accounting and disclosure for uncertain tax positions. As at June 30, 2010, the total amount of our unrecognized tax benefit was approximately $284 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 June 30, 2010, the total amount of interest and penalties related to uncertain tax positions recognized in deferred income tax liabilities in the US GAAP - Unaudited Consolidated Balance Sheet was approximately $8 million. We had no interest or penalties included in the US GAAP - Unaudited Consolidated Statement of Income for the three and six months ended June 30, 2010. Our income tax filings are subject to audit by taxation authorities and as at June 30, 2010 the following tax years remained subject to examination, (i) Canada - 1985 to date (ii) United Kingdom - 2008 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. NEW ACCOUNTING PRONOUNCEMENTS - US GAAP In January 2010, the Financial Accounting Standards Board issued guidance to improve financial instrument fair value measurement disclosures. The guidance requires entities to describe transfers between the three levels of the fair value hierarchy and present items separately in the level 3 reconciliation. This guidance is consistent with fair value measurement disclosures adopted for Canadian GAAP in 2009. Adoption of this guidance did not have an impact on our results of operations or financial position. 32
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A) THE FOLLOWING SHOULD BE READ IN CONJUNCTION WITH THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN THIS REPORT. THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) IN CANADA. THE IMPACT OF THE SIGNIFICANT DIFFERENCES BETWEEN CANADIAN AND UNITED STATES (US) ACCOUNTING PRINCIPLES ON THE FINANCIAL STATEMENTS IS DISCLOSED IN NOTE 20 TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS. THE DATE OF THIS DISCUSSION IS JULY 14, 2010. UNLESS OTHERWISE NOTED, TABULAR AMOUNTS ARE IN MILLIONS OF CANADIAN DOLLARS. THE DISCUSSION AND ANALYSIS OF OUR OIL AND GAS ACTIVITIES WITH RESPECT TO OIL AND GAS VOLUMES, RESERVES AND RELATED PERFORMANCE MEASURES IS PRESENTED ON A WORKING-INTEREST, BEFORE-ROYALTIES BASIS. WE MEASURE OUR PERFORMANCE IN THIS MANNER CONSISTENT WITH OTHER CANADIAN OIL AND GAS COMPANIES. WHERE APPROPRIATE, INFORMATION ON A NET, AFTER-ROYALTIES BASIS IS ALSO PRESENTED. NOTE: CANADIAN INVESTORS SHOULD READ THE SPECIAL NOTE TO CANADIAN INVESTORS ON PAGE 97 OF OUR 2009 FORM 10-K WHICH HIGHLIGHTS DIFFERENCES BETWEEN OUR RESERVES ESTIMATES AND RELATED DISCLOSURES THAT ARE OTHERWISE REQUIRED BY CANADIAN REGULATORY AUTHORITIES. WE MAKE ESTIMATES AND ASSUMPTIONS THAT AFFECT THE REPORTED AMOUNTS OF OUR ASSETS AND LIABILITIES AND THE DISCLOSURE OF CONTINGENT ASSETS AND LIABILITIES AT THE DATE OF THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS AND OUR REVENUES AND EXPENSES DURING THE REPORTED PERIOD. OUR MANAGEMENT REVIEWS THESE ESTIMATES, INCLUDING THOSE RELATED TO ACCRUALS, LITIGATION, ENVIRONMENTAL AND ASSET RETIREMENT OBLIGATIONS, INCOME TAXES, FAIR VALUES OF DERIVATIVE CONTRACT ASSETS AND LIABILITIES AND THE DETERMINATION OF PROVED RESERVES ON AN ONGOING BASIS. CHANGES IN FACTS AND CIRCUMSTANCES MAY RESULT IN REVISED ESTIMATES AND ACTUAL RESULTS MAY DIFFER FROM THESE ESTIMATES. EXECUTIVE SUMMARY OF SECOND QUARTER RESULTS Three Months Six Months Ended June 30 Ended June 30 (Cdn$ millions, except as indicated) 2010 2009 2010 2009 -------------------------------------------------------------------------------------------------------------------------------- Production before Royalties (mboe/d) 248 240 250 246 Production after Royalties (mboe/d) 218 208 220 217 Nexen's Average Realized Oil and Gas Price (Cdn$/boe) 67.46 61.28 68.78 54.28 Cash Flow from Operating Activities 510 109 1,308 898 Net Income Attributable to Nexen Inc. 255 20 440 155 Earnings per Common Share, Basic ($/share) 0.49 0.04 0.84 0.30 Capital Investment 817 715 1,373 1,464 Acquisition of Additional Interest in Long Lake - - - 755 Net Debt (1) 5,471 5,889 5,471 5,889 ------------------------------------------------------- (1) Net debt is a non-GAAP measure and is defined as long-term debt and short-term borrowings less cash and cash equivalents. Higher production combined with stronger commodity prices delivered improved financial results over last year. Production for the quarter increased 3% despite downtime at Buzzard and natural field declines in Yemen. Higher production rates at Long Lake, Syncrude and at our Ettrick and Telford fields in the UK North Sea more than offset scheduled downtime at Buzzard. Our realized average oil and gas price averaged $67.46/boe for the quarter, 10% higher than last year as a result of stronger benchmark commodity prices. The weaker US dollar reduced some of the commodity price increase benefit. At our Long Lake oil sands project, we are steadily growing bitumen production volumes each month as we increase steam volumes and the reservoirs heat up. We expect Long Lake to make positive cash flow contributions later this year as our bitumen volumes grow. We successfully completed the installation of the topside facilities on the fourth platform at Buzzard during the quarter. Elsewhere, our capital investment focused on progressing our major development project at Usan, offshore Nigeria to first oil production in 2012, and on exploration activities in the Gulf of Mexico, the North Sea and shale gas. In addition, we were successful at a recent land sale in northeast British Columbia where we more than doubled our shale gas position. To date, we have incurred approximately half of our 2010 planned capital expenditures. In the Gulf of Mexico, we continue to evaluate our discovery at Appomattox and progress plans for follow-up appraisal and exploration, while in the UK North Sea we are reviewing development options for the Golden Eagle area. Elsewhere in the UK North Sea, we drilled a successful appraisal well at Blackbird during the quarter. Blackbird is adjacent to our Ettrick development. 33
The six month drilling moratorium in the Gulf of Mexico has no material impact on our current operations. Our shelf and deep-water production are unaffected and we continue to expect our Gulf of Mexico production for the year to average between 20,000 and 28,000 boe/d before royalties (17,000 and 25,000 boe/d after royalties). During the quarter, we entered into agreements to sell our heavy oil assets in Canada and our natural gas marketing business. The heavy oil properties produced approximately 15,000 boe/d during the second quarter and had proved reserves of 39 million boe at December 31, 2009. Both transactions are expected to close in the third quarter, generating net proceeds of almost $1 billion and realizing net gains of approximately $500 million. We have exceeded our target of generating $1.0 billion of proceeds from non-core asset sales. We have now increased our target to approximately $1.5 billion of proceeds once we complete our disposition program, which includes the sale of our Canexus investment. Our financial position remains strong with available liquidity of approximately $3.8 billion. This liquidity includes cash on hand of approximately $1 billion and undrawn lines of credit of approximately $2.8 billion. After the heavy oil and natural gas marketing transactions close in the third quarter, we expect our liquidity to increase by approximately $900 million. Debt maturities in the next five years can be repaid from current cash on hand and the heavy oil sales proceeds. The average term-to-maturity of our long-term debt is approximately 19 years. We believe our significant liquidity, combined with strong operating cash netbacks, provides us with the financial flexibility to carry out our investment programs. CAPITAL INVESTMENT Our strategy is to build a sustainable energy company focused in three areas: conventional exploration and development, oil sands, and unconventional gas. We are committed to growing long-term value for our shareholders responsibly and are advancing our plans to achieve this as described below. We are currently investing primarily in: o ramping up Long Lake safely and reliably; o progressing construction of our Usan project and continuing to explore our acreage, offshore Nigeria; o advancing development plans for our Golden Eagle area in the UK North Sea; o appraising exploration successes at Appomattox and Knotty Head in the Gulf of Mexico; o targeting a number of exploration prospects, primarily in the North Sea; and o advancing our Horn River shale gas play with our fracing campaign and doubling our shale gas land position in northeast British Columbia. Details of our capital programs are set out below: Three Months Six Months Ended June 30 Ended June 30 2010 2010 -------------------------------------------------------------------------------- Oil and Gas United Kingdom 144 273 Canada 311 385 Synthetic (mainly Long Lake) 44 108 Syncrude 24 43 United States 64 128 Yemen 17 27 Nigeria 126 218 Other Countries 17 57 -------------------------------------- 747 1,239 Chemicals 53 102 Energy Marketing, Corporate and Other 17 32 -------------------------------------- Total Capital 817 1,373 ====================================== UNITED KINGDOM - NORTH SEA During the quarter, we completed drilling a successful appraisal well at our Blackbird oil discovery, a potential tie-back to Ettrick. The well was drilled in a water depth of approximately 367 feet to a total measured depth of 12,000 feet. We are currently acquiring extensive wireline log and core data over the reservoir section for further analysis. We plan to complete the well and conduct a drill stem test later this month. If successful, the well will be suspended for future use as an oil producer. We have a 79.73% operated interest here. 34
Elsewhere in the North Sea, the Golden Eagle area is a significant development opportunity for us. We are in the process of completing the acquisition of additional acreage in the area and plan to drill an exploration well here later this year. Golden Eagle area development supports standalone facilities and is economic with oil prices significantly lower than they are currently. We are assessing development options for the area and will select an appropriate configuration for sanctioning in 2011. We have a 34% interest in both Golden Eagle and Hobby, a 46% interest in Pink, and operate all three. At Buzzard, we have a number of opportunities to potentially add reserves. In the northern part of the field, we are seeing more oil above the water contact which should lead to more recoverable oil. In the south, we plan to drill Bluebell, a possible extension of the Buzzard field. At Polecat, a previous discovery east of Buzzard, we plan to drill an appraisal well which could be tied back to the Buzzard platform. West of the Shetland Islands, we are finalizing plans to drill the North Uist prospect. We have a 35% non-operated working interest here and expect to drill the well later this year. This prospect has a target size much larger than typical North Sea targets. CANADA - HORN RIVER SHALE GAS In the first quarter, we completed drilling our eight-well program in the Horn River and realized substantial cost savings and productivity improvements. Our average drilling days per well were under 25 days, down 35% from our previous program while drilling 80% more reservoir length. We recently began fracing these wells and plan to conduct 18 fracs per well. First production is expected before year end, ramping up to 50 mmcf/d in early 2011. As previously announced, we have approximately 90,000 acres at Dilly Creek in the Horn River basin and 38,000 acres at Cordova. Following our success at a June land sale, we have increased our position from 128,000 acres to over 300,000 acres of shale gas lands in northeast British Columbia. SYNTHETIC The upgrader is performing well and is consistently processing virtually all of our bitumen production as well as 9,000 bbls/d of purchased bitumen. The gasification process is working, creating a low-cost fuel source which reduces our need to purchase natural gas for operations and will generate a significant margin advantage over our peers, even at current low gas prices. Bitumen production to feed the upgrader continues to ramp up following the completion of the turnaround last fall as we have significantly improved steam reliability and are optimizing our wells. Steam rates have more than doubled from pre-turnaround levels and we are currently at all-time highs of about 150,000 bbls/d. As a result, we are injecting more steam into more wells than ever before with 68 of 91 well pairs now on production and steam circulating in an additional 13 pairs. These circulating wells will be converted to production over the next few months. As we provide consistent steam to the reservoir, we are focusing on optimizing steam injection and individual well performance. To support increased well productivity, we have converted 54 wells from gas lift to electric submersible pumping and expect to convert the remainder, when appropriate. This offers more flexibility to optimize steam injection and grow bitumen production. Our all-in steam-to-oil ratio (SOR) is between five and six and includes steam to wells that are still in the steam circulation stage and wells early in their growth cycle. As our circulating wells start producing bitumen, we expect to see an increase in production rates with a corresponding decrease in SOR. The SOR of our mature producing wells is now four and improving. We continue to pursue inexpensive ways to add bitumen capacity since bitumen production in excess of upgrader capacity can be sold for an attractive return. As a result, we are continuing with the development of two additional well pads and have commenced engineering work to add two more once-through steam generators over the next 18 to 24 months. These steam generators can be added for a cost of about $100 million ($150 million gross). 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 are committed to the development of our oil sands leases and plan to develop Phase 2 in two smaller SAGD stages of about 40,000 bbls/d each with upgrading available after ramp up. UNITED STATES - GULF OF MEXICO At Knotty Head, we completed drilling an appraisal well before the moratorium. We are currently evaluating results, considering possible development choices and continuing our efforts to unitize our lands with adjacent acreage. No other drilling was planned in the near term. We are the operator of Knotty Head with a 25% working interest. 35
In the first quarter, we made a significant discovery in the deepwater at Appomattox, located in Mississippi Canyon blocks 391 and 392. This has the potential to be our best discovery in the Gulf of Mexico. Drilling activities resulted in a light oil discovery with excellent reservoir quality, following an exploration well and two appraisal sidetracks. Appomattox is the third discovery in the area following earlier discoveries at Shiloh and Vicksburg. Additional appraisal wells for Appomattox were being considered for later in the year but have been delayed as a result of the drilling moratorium. We continue to investigate development options for Appomattox and Vicksburg, located six miles east. We have a 25% interest in Vicksburg and a 20% interest in Appomattox and Shiloh. Shell Offshore Inc. operates all three discoveries. Our plans to drill two additional exploration wells later this year with two new deep-water drilling rigs have been delayed by the drilling moratorium. The first deep-water rig, the Ensco 8501, completed drilling an appraisal well at Knotty Head and is currently being used by the third party we share the rig with. The second rig, the Ensco 8502, has arrived in the Gulf and is undergoing sea trials prior to its acceptance. The drilling moratorium and new regulations may delay rig acceptance. To date, the moratorium has not resulted in any cash costs and for the remainder of the six month period, we expect our costs to be modest, if anything. OFFSHORE WEST AFRICA Development of the Usan field is progressing well with first production expected in 2012. The development includes a floating production and storage offloading (FPSO) vessel with the ability to process 180,000 bbls/d (36,000 bbls/d net to us) and store up to two million barrels of oil. In June, major topside modules were lifted onto the FPSO deck and the FPSO unit is almost 80% complete. We have a 20% interest in exploration and development on this block and Total E&P Nigeria Limited is the operator. We continue to explore offshore West Africa and previously announced a successful exploration well at Owowo in the southern portion of Oil Prospecting License (OPL) 223. We have an 18% interest in this discovery. YEMEN Yemen is an important asset for us and continues to generate cash flow in excess of capital requirements. In December 2011, our production sharing contract with the Yemen government expires. We are currently working on a possible contract extension. 36
FINANCIAL RESULTS CHANGE IN NET INCOME 2010 VS 2009 Three Months Six Months Ended June 30 Ended June 30 ------------------------------------------------------------------------------------------------------------------------------ NET INCOME AT JUNE 30, 2009(1) 20 155 ------------------------------------- Favorable (unfavorable) variances(2): Realized Commodity Prices Crude Oil 112 522 Natural Gas 11 12 ------------------------------------- Total Price Variance 123 534 Production Volumes, After Royalties Crude Oil 81 66 Natural Gas 16 50 Changes in Crude Oil Inventory For Sale 34 72 ------------------------------------- Total Volume Variance 131 188 Oil and Gas Operating Expense (86) (198) Oil and Gas Depreciation, Depletion, Amortization and Impairment (7) 12 Exploration Expense 27 (13) Energy Marketing Revenue, Net (43) (194) Chemicals Contribution (32) (28) General and Administrative Expense (3) 92 74 Interest Expense (3) (15) Current Income Taxes (58) (199) Future Income Taxes (149) (136) Change in Fair Value of Crude Oil Put Options 181 181 Other 59 79 ------------------------------------- NET INCOME AT JUNE 30, 2010 255 440 ===================================== (1) Includes results of discontinued operations (See Note 15 of our Unaudited Consolidated Financial Statements). (2) All amounts are presented before provision for income taxes. (3) Includes stock-based compensation expense. Significant variances in net income are explained further in the following sections. 37
OIL & GAS PRODUCTION (BEFORE ROYALTIES)(1) Three Months Six Months Ended June 30 Ended June 30 2010 2009 2010 2009 ---------------------------------------------------------------------------------------------------------------------------- Crude Oil and Liquids (mbbls/d) United Kingdom 98.2 97.7 101.9 100.7 Canada (2) 13.1 14.9 13.7 15.1 Long Lake Bitumen 16.2 9.3 14.2 8.7 Syncrude 23.4 14.9 21.5 17.3 United States 9.9 12.1 9.8 11.2 Yemen 40.9 51.5 41.9 52.9 Other Countries 2.1 3.6 2.2 4.5 --------------------------------------------------- 203.8 204.0 205.2 210.4 --------------------------------------------------- Natural Gas (mmcf/d) United Kingdom 40 18 40 18 Canada (2) 128 136 130 138 United States 96 61 98 56 --------------------------------------------------- 264 215 268 212 --------------------------------------------------- Total Production (mboe/d) 248 240 250 246 =================================================== PRODUCTION (AFTER ROYALTIES) Three Months Six Months Ended June 30 Ended June 30 2010 2009 2010 2009 ---------------------------------------------------------------------------------------------------------------------------- Crude Oil and Liquids (mbbls/d) United Kingdom 98.2 97.6 101.9 100.6 Canada (2) 10.0 11.2 10.4 11.8 Long Lake Bitumen 15.7 9.2 13.5 8.6 Syncrude 21.5 13.0 19.7 16.3 United States 8.9 10.9 8.9 10.2 Yemen 22.2 29.0 22.6 32.3 Other Countries 2.0 3.3 2.1 4.2 --------------------------------------------------- 178.5 174.2 179.1 184.0 --------------------------------------------------- Natural Gas (mmcf/d) United Kingdom 40 18 40 18 Canada (2) 117 129 119 127 United States 83 54 85 50 --------------------------------------------------- 240 201 244 195 --------------------------------------------------- Total Production (mboe/d) 218 208 220 217 =================================================== (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) Includes the following production from discontinued operations. See Note 15 of our Unaudited Consolidated Financial Statements. Three Months Six Months Ended June 30 Ended June 30 2010 2009 2010 2009 ---------------------------------------------------------------------------------------------------------------------------- Before Royalties Crude Oil and NGLs (mbbls/d) 13.1 14.9 13.7 15.1 Natural Gas (mmcf/d) 11 13 11 15 After Royalties Crude Oil and NGLs (mbbls/d) 10.0 11.2 10.4 11.8 Natural Gas (mmcf/d) 10 13 10 13 --------------------------------------------------- 38
HIGHER VOLUMES INCREASED NET INCOME FOR THE QUARTER BY $131 MILLION Production before royalties increased 3% from last year as higher Long Lake and Syncrude production were partially offset by natural declines in Yemen and Canada. Compared to the previous quarter, production before royalties decreased 2% where lower production in the UK North Sea as a result of temporary downtime at Buzzard was partially offset by production increases at Long Lake and Syncrude. Production after royalties was marginally lower than both the prior quarter and last year. The following table summarizes our production volume changes since last quarter: Before After (mboe/d) Royalties Royalties ----------------------------------------------------------------------------- Production, first quarter 2010 252 221 Production changes: Syncrude 4 4 Long Lake Bitumen 4 4 United Kingdom (7) (7) Canada (2) (2) Yemen (2) (1) United States (1) (1) ----------------------------------- Production, second quarter 2010 248 218 =================================== Production volumes discussed in this section represent before-royalties volumes, net to our working interest. UNITED KINGDOM Production volumes in the UK North Sea decreased 7% from the previous quarter, while increasing 4% from the second quarter of 2009. The decrease from the prior quarter was primarily due to the planned downtime at Buzzard to complete the installation of the new platform to handle produced H2S. While downtime also reduced production compared to the same period last year, it was more than offset by higher volumes at Scott/Telford and Ettrick. Buzzard production averaged 71,100 boe/d for the quarter, 16% lower than the prior quarter and 19% lower than the second quarter of 2009. As previously announced, production was shut in at Buzzard in early May to accommodate installation of the topsides on the fourth platform. During this time, we also permanently repaired a separator unit that contributed to downtime in the first quarter. On completion of the installation and maintenance work, Buzzard produced at reduced rates of approximately 55,000 boe/d. Full production was restored in late May, two days ahead of schedule. Production at Scott/Telford averaged 17,800 boe/d. Water injection flowline limitations at Telford decreased production 13% from the previous quarter. However, compared to the same period last year, production has increased 75% as a result of a successful step-out development well, which was tied back to our Scott platform in the third quarter of 2009. In early July, a valve failure on the Forties pipeline system required us to shut in our production from the Scott platform. The operator is currently determining the root cause and the nature of the repairs. While the operator undertakes this work, we are advancing our shutdown at Scott that was planned for later this summer. Production from our Ettrick field more than doubled over the prior quarter and averaged 14,000 boe/d net to us. Ettrick is currently producing at approximately 24,000 boe/d gross (20,000 boe/d net to us) and continues to ramp up. CANADA Production in Canada was 5% lower than the previous quarter and 9% lower than the second quarter of 2009 primarily as a result of natural declines at our heavy oil properties. CBM production was slightly reduced due to natural declines and maintenance work. During the quarter, we agreed to sell our heavy oil properties to a third party. These properties are producing approximately 15,000 boe/d and the sale is expected to close in the third quarter following receipt of regulatory approvals. We continue to invest in our shale gas project in the Dilly Creek area of the Horn River basin in north-east British Columbia. We currently have six wells on production and they are meeting production and decline profile expectations. In the first quarter, we completed drilling our eight-well program in the Horn River and realized substantial cost savings and productivity improvements. We recently began fracing these wells and plan to conduct 18 fracs per well. First production from these wells is expected before year end, ramping up to 50 mmcf/d in early 2011. 39
LONG LAKE Bitumen production to feed the upgrader continues to ramp up following the completion of the turnaround last fall as we have significantly improved steam reliability and are optimizing our wells. Steam rates have more than doubled from pre-turnaround levels and we are currently at all-time highs of about 150,000 bbls/d. As a result, we are injecting more steam into more wells than ever before with 68 of 91 well pairs now on production and steam circulating in an additional 13 pairs. These circulating wells will be converted to production over the next few months. The table below shows gross monthly bitumen production volumes for the current year. Gross Bitumen Month Volumes (bbls/d) ------------------------------------------------------------------------- January 2010 16,300 February 2010 17,700 March 2010 21,900 April 2010 24,400 May 2010 23,600 June 2010 26,900 July 2010 - Month to date 28,500 ------------------------------------------------------------------------- As we provide consistent steam to the reservoir, we are focusing on optimizing steam injection and individual well performance. To support increased well productivity, we have converted 54 wells from gas lift to electric submersible pumping and expect to convert the remainder, when appropriate. This offers more flexibility to optimize steam injection and grow bitumen production. SYNCRUDE Syncrude production averaged 23,400 boe/d for the quarter. This was 20% higher than the previous quarter when production was reduced as a result of a turnaround of the LC finer. Production was 57% higher than last year when Coker 8-3 was undergoing regular maintenance. Additionally, outages in the Pembina pipeline reduced shipments of synthetic crude in the second quarter of 2009. UNITED STATES Production in the Gulf of Mexico averaged 25,900 boe/d, 3% lower than the previous quarter. The reduced volumes were primarily due to downtime at the Longhorn field for maintenance work and tie-in of a third-party development to the Corral platform. Elsewhere in the Gulf, production decreases due to additional maintenance downtime were offset by successful recompletion projects. Compared to the same period last year, production increased 16% as a result of the Longhorn development which came on-stream in late 2009. Production at Longhorn averaged 7,800 boe/d in the quarter. The impact of this production increase was partially offset by natural field declines at Aspen, Gunnison and Wrigley. The six month drilling moratorium in the Gulf of Mexico has no material impact on our current operations. Our shelf and deep-water production are unaffected and we continue to expect our Gulf of Mexico production for the year to average between 20,000 and 28,000 boe/d before royalties (17,000 and 25,000 boe/d after royalties). YEMEN Yemen production averaged 40,900 boe/d for the quarter, down 4% and 21% from the previous quarter and last year, respectively. The production decline is consistent with expectations as the fields mature and development drilling is reduced as we approach the scheduled end of the contract term. Decline rates have been moderated as we undertake well recompletions and maintenance to maximize the existing wells. At Masila, we completed our development drilling program by drilling 11 wells in the first half of the year. At Block 51, we have drilled two development wells to date and expect to drill three additional wells in the second half of the year. Production declines in Yemen are expected to continue as we focus on maximizing recovery of the remaining reserves. We continue to work with the Yemen government and our partners to obtain an extension to our production-sharing agreement beyond the current expiry date of December 17, 2011. There is no assurance that this extension will be received. OTHER COUNTRIES Our share of production from the Guando field in Colombia averaged 2,100 boe/d for the quarter. This was 9% lower than the previous quarter and 42% lower than the same period last year. The decrease in volumes is a result of the reduction in our working interest in the Guando field, effective the second quarter of 2009, on achieving pre-set production levels. 40
COMMODITY PRICES Three Months Six Months Ended June 30 Ended June 30 2010 2009 2010 2009 -------------------------------------------------------------------------------------------------------------------------------- CRUDE OIL West Texas Intermediate (WTI) (US$/bbl) 78.03 59.62 78.37 51.35 Dated Brent (Brent) (US$/bbl) 78.30 58.79 77.26 51.60 ------------------------------------------------------- Benchmark Differentials (1) (US$/bbl) Heavy Oil 14.37 7.73 11.81 8.45 Mars 0.60 2.27 1.79 0.80 Masila (0.68) 0.93 0.47 0.49 Realized Prices from Producing Assets (Cdn$/bbl) United Kingdom 77.18 69.42 77.21 60.38 Canada 57.24 56.05 61.37 45.49 Long Lake Synthetic 74.08 - 76.80 - Syncrude 77.93 71.58 80.46 62.44 United States 73.60 66.23 76.34 57.05 Yemen 80.50 69.40 80.44 60.63 Other Countries 74.77 66.83 76.88 51.63 Corporate Average (Cdn$/bbl) 76.23 68.32 77.11 59.12 ------------------------------------------------------- NATURAL GAS New York Mercantile Exchange (US$/mmbtu) 4.34 3.81 4.69 4.15 AECO (Cdn$/mcf) 3.66 3.47 4.37 4.41 ------------------------------------------------------- Realized Prices from Producing Assets (Cdn$/mcf) United Kingdom 4.80 3.67 4.80 4.69 Canada 3.72 3.42 4.38 4.09 United States 5.14 4.58 5.58 5.19 Corporate Average (Cdn$/mcf) 4.42 3.77 4.89 4.43 ------------------------------------------------------- NEXEN'S AVERAGE REALIZED OIL AND GAS PRICE (Cdn$/boe) 67.46 61.28 68.78 54.28 ------------------------------------------------------- AVERAGE FOREIGN EXCHANGE RATE - Canadian to US Dollar 0.9731 0.8571 0.9673 0.8290 ------------------------------------------------------- (1) These differentials are a discount/(premium) to WTI. HIGHER COMMODITY PRICES INCREASED QUARTERLY NET INCOME BY $123 MILLION WTI averaged US$78.03/bbl for the quarter, consistent with the previous quarter but 31% higher when compared to last year. Dated Brent averaged US$78.30/bbl for the quarter, 3% and 33% higher than the previous quarter and prior year, respectively. These price increases have been mitigated somewhat by the weaker US dollar. Our realized oil price averaged $76.23/bbl, 12% higher than the second quarter of 2009. Natural gas prices decreased during the quarter, with NYMEX averaging US$4.34/mmbtu and AECO averaging $3.66/mcf, 14% and 28% lower, respectively than the previous quarter. As a result, our realized gas price decreased 18% to average $4.42/mcf. Compared to the same period last year, our realized gas price is 17% higher as NYMEX increased 14% and AECO increased 6%. The US dollar has weakened considerably against the Canadian dollar since 2009. This has reduced our net sales by approximately $181 million, as our realized crude oil and gas prices were $10.32/bbl and $0.60/mcf lower, respectively. However, our US-denominated costs and US-denominated debt are also lower when translated to Canadian dollars as a result of the weaker US dollar. 41
CRUDE OIL REFERENCE PRICES Crude oil prices were 31% higher than the second quarter 2009. WTI traded between US$65/bbl and US$80/bbl for the quarter. Prices were volatile due to conflicting drivers. Weak near-term market fundamentals and concerns about sovereign debt levels and a double-dip recession placed downward pressure on crude oil prices, whereas continued investment in commodity markets and strong oil market fundamentals in the medium term due to stronger demand from emerging markets and tightening supply, supported prices. Global crude oil inventory levels remain high and recent OPEC supply growth has diminished expectations that inventories will be reduced by the typical seasonal increase in demand. Higher OPEC supply increased US imports of crude oil and contributed to higher inventory levels at Cushing. The global economy continues to recover from the financial crisis but the recovery is tentative and risks remain that could lead to slower global growth and lower demand for crude oil. There are concerns that the US and Europe could experience a sustained period of low growth and deflation similar to that experienced in Japan over the last decade. Countries are facing pressure to impose fiscal restraints to avoid a debt crisis similar to Greece, and China is withdrawing economic and financial stimuli because of concerns about inflation and an overheating economy. Despite these concerns, recent macro-economic indicators have been positive. Increased world trade flows, higher industrial production and positive manufacturing surveys results all point to a strengthening global economy. Geopolitical events such as expectations of United Nation's sanctions against Iran, escalating tensions between North and South Korea, continuing attacks to oil infrastructure in Nigeria and the ongoing wars in Iraq and Afghanistan have not had a material impact on oil prices during the quarter. However, a much tighter supply/demand environment will increase price sensitivity to geopolitical events. The six month drilling moratorium in the US is expected to delay new field start-ups and accelerate decline rates reducing crude oil supply which should support future crude oil prices. CRUDE OIL DIFFERENTIALS Unplanned turnarounds and refinery downtime caused the heavy oil differential to fluctuate during the quarter. In June, the differential returned to narrower levels seen earlier this year. In the longer term, differentials are expected to be narrower than historic levels due to declining heavy oil production and excess heavy refinery capacity. The Brent/WTI differential traded at a premium to WTI for most of the quarter primarily due to lower WTI prices caused by high inventory levels at Cushing. Brent prices were also supported by maintenance downtime at North Sea fields which reduced supply. The Masila price strengthened relative to WTI following the movement in the WTI/Brent differential and reflecting strong demand from China and other Asian countries that are the primary buyers of Masila crude. Excess global refining capacity, OPEC cuts in medium crude, declining heavy oil production and high inventory levels at Cushing also supported the Mars differential. NATURAL GAS REFERENCE PRICES NYMEX natural gas prices continued to decline due to warm weather reducing demand while supply remained strong. Natural gas producers continue to drill despite low prices, partly to avoid losing land leases. Gas prices are expected to remain low until inventory levels are reduced by lower supply or increased demand from strong economic growth, a hot summer or an active hurricane season. 42
OPERATING EXPENSES(1) Three Months Six Months Ended June 30 Ended June 30 (Cdn$/boe) 2010 2009 2010 2009 ---------------------------------------------------------------------------------------------------------------------------- Operating expenses based on our production before royalties (2) Conventional Oil and Gas 9.42 8.80 9.18 8.53 Long Lake Synthetic (3) 88.39 - 112.71 - Syncrude 33.33 57.21 35.64 45.70 Average Oil and Gas 15.07 11.95 15.12 11.27 --------------------------------------------------- Operating expenses based on our production after royalties Conventional Oil and Gas 10.75 10.28 10.56 9.86 Long Lake Synthetic (3) 91.67 - 117.63 - Syncrude 36.22 65.36 38.83 48.59 Average Oil and Gas 17.05 13.94 17.24 12.95 --------------------------------------------------- (1) Includes results of discontinued operations (See Note 15 of our Unaudited Consolidated Financial Statements). (2) Operating expenses per boe are our total oil and gas operating costs divided by our working interest production before royalties. We use production before royalties to monitor our performance consistent with other Canadian oil and gas companies. (3) Excludes activities related to third-party bitumen purchased, processed and sold. HIGHER OPERATING EXPENSES REDUCED QUARTERLY NET INCOME BY $86 MILLION Operating costs increased $86 million or 34% from the previous year primarily due to costs associated with our Long Lake project. As of January 1, 2010, we ceased capitalizing our Long Lake start-up costs. Total operating costs at Long Lake have largely remained flat since the first quarter as most of the costs are fixed. With growing volumes, our Long Lake per unit operating costs have improved 43% over the previous quarter. When fully ramped up, we expect Long Lake operating costs to be about $25 to $30/bbl. Changes in production mix with i) natural declines in Canada and Yemen; ii) higher production at Scott/Telford in the North Sea, partially offset by decreases at Buzzard; iii) increased production at Syncrude; and iv) inclusion of Long Lake operating costs, have increased our corporate average by $2.48/boe. The stronger Canadian dollar reduced our corporate average by $1.16/boe as operating costs of our international and US assets are denominated in US dollars. In the UK North Sea, Buzzard operating costs were consistent with the previous year; however, production was temporarily lower following the installation of the new platform topside facilities and other planned maintenance work. This increased our corporate average operating cost by $0.31/boe. Elsewhere in the UK North Sea, our corporate average was lower by $0.61/boe as higher production at Scott/Telford and Ettrick reduced our average cost per barrel. We expect to see these unit costs decrease further as Ettrick ramps up to full production. As expected, increased maintenance costs and natural declines in Yemen increased our corporate average cost per barrel by $0.33/boe. We continue to incur costs to maintain existing well productivity to maximize reserve recoveries and slow the natural decline of the field. In the US Gulf of Mexico, increased costs of recompletions and maintenance were partially offset by higher volumes, increasing our corporate average operating cost by $0.14/boe. In Canada, lower heavy oil downhole and surface maintenance costs were partially offset by an increase in natural gas maintenance activities. These costs, combined with lower production due to natural declines, increased our corporate average by $0.15/boe. At Syncrude, lower maintenance costs and higher production volumes decreased our corporate average by $2.30/boe. Coker 8-3 was operating for the majority of the quarter compared to the same period last year, when a major scheduled turnaround shut in production for most of the quarter. 43
DEPRECIATION, DEPLETION, AMORTIZATION AND IMPAIRMENT (DD&A)(1) Three Months Six Months Ended June 30 Ended June 30 (Cdn$/boe) 2010 2009 2010 2009 ---------------------------------------------------------------------------------------------------------------------------- DD&A based on our production before royalties (2) Conventional Oil and Gas 17.64 18.49 17.09 18.53 Long Lake Synthetic 21.10 - 21.60 - Syncrude 6.71 6.31 6.85 6.40 Average Oil and Gas 16.79 17.69 16.41 17.64 --------------------------------------------------- DD&A based on our production after royalties Conventional Oil and Gas 20.14 21.59 19.65 21.43 Long Lake Synthetic 21.85 - 22.43 - Syncrude 7.29 7.21 7.47 6.80 Average Oil and Gas 18.97 20.64 18.69 20.26 --------------------------------------------------- (1) Includes results of discontinued operations (See Note 15 of our Unaudited Consolidated Financial Statements). (2) DD&A per boe is our DD&A for oil and gas operations divided by our working interest production before royalties. We use production before royalties to monitor our performance consistent with other Canadian oil and gas companies. HIGHER OIL AND GAS DD&A DECREASED NET INCOME FOR THE QUARTER BY $7 MILLION Our average DD&A per-unit cost decreased $0.90/boe despite an increase in our DD&A expense of $7 million. The stronger Canadian dollar reduced our corporate average by $2.29/boe as depletion of our international and US assets is denominated in US dollars. This was partially offset by changes in our production mix as temporary decreases in Buzzard production were partially offset by new production at Ettrick and the commencement of depletion at Long Lake. This increased our average DD&A rate by $2.18/boe. Buzzard DD&A rates are lower than our corporate average, whereas per-unit depletion rates at Ettrick and Long Lake are higher. Depletion at Long Lake increased our consolidated average cost by $0.90/boe. In the UK North Sea, additional proved reserves booked at Buzzard at the end of 2009 lowered the depletion rate and reduced our corporate average by $0.55/boe. The remainder of our UK fields decreased our corporate average by $0.26/boe. Depletion rates in Yemen increased our corporate average $0.24/boe. As the fields mature and production declines, our capital is focused on accessing the remaining reserves, thereby increasing our depletion rates. In the Gulf of Mexico, positive reserve revisions at the end of 2009, combined with lower estimates for future abandonment costs, reduced our corporate average depletion rate of $1.02/boe. Canadian depletion costs were lower than the second quarter of 2009 decreasing our corporate average by $0.12/boe. DD&A at our heavy oil properties decreased $20 million or 63% from last year as: i) depletion rates were lower than last year due to positive price-related reserve revisions at the end of 2009; and ii) depletion of these assets ceased when the assets were classified as held for sale. The effect of this was partially offset by higher natural gas depletion. Lower natural gas prices at the end of 2009 reduced our CBM and natural gas reserve estimates and increased our depletion rate. 44
EXPLORATION EXPENSE(1) Three Months Six Months Ended June 30 Ended June 30 2010 2009 2010 2009 -------------------------------------------------------------------------------- Seismic 17 31 29 43 Unsuccessful Drilling 1 16 42 27 Other 32 30 72 60 ------------------------------------------------- Total Exploration Expense 50 77 143 130 ================================================= (1) Includes results of discontinued operations (See Note 15 of our Unaudited Consolidated Financial Statements). LOWER EXPLORATION EXPENSE INCREASED NET INCOME FOR THE QUARTER BY $27 MILLION In the Gulf of Mexico, we continue to evaluate our discovery at Appomattox where we have drilled an exploratory well and two appraisal sidetracks. Appomattox is the third discovery in the area following previous successful drilling at Shiloh and Vicksburg. We continue to review potential development options for Appomattox and Vicksburg. Additional appraisal drilling at Appomattox has been delayed as a result of the six-month drilling moratorium in the Gulf of Mexico. We have a 25% interest in Vicksburg and a 20% interest in Appomattox and Shiloh, with Shell Offshore Inc. operating all three. In the UK, we are assessing development options for the Golden Eagle area. Concept engineering is nearing completion and we expect to sanction development in the next year. The Golden Eagle area includes our 34% operated interest in Golden Eagle and Hobby and our 46% operated interest in Pink. During the quarter, we drilled a successful appraisal well at Blackbird, six kilometres south of our Ettrick field. Blackbird is a potential tie-back to the Ettrick FPSO. We have an 80% operated interest at Blackbird. Later this year, we plan to drill an exploration well at North Uist, west of the Shetlands, where we have a 35% non-operated interest. Exploration expense decreased 35% or $27 million due to lower seismic and unsuccessful drilling costs in the Gulf of Mexico. In the second quarter of 2009, we expensed costs related to non-commercial wells at Green Canyon and Sapphire. 45
ENERGY MARKETING Three Months Six Months Ended June 30 Ended June 30 2010 2009 2010 2009 -------------------------------------------------------------------------------------------------------------------------------- Physical Sales (1) 8,188 10,063 18,302 20,008 Physical Purchases (1) (8,091) (9,604) (17,987) (19,406) Net Financial Transactions (2) 36 (276) (28) (228) Change in Fair Market Value of Inventory (21) 38 (89) 114 ------------------------------------------------------- Marketing Revenue 112 221 198 488 Transportation Expense (89) (163) (211) (328) Other 7 (1) 6 4 ------------------------------------------------------- NET MARKETING REVENUE 30 57 (7) 164 ======================================================= CONTRIBUTION TO NET MARKETING REVENUE BY REGION North America 22 55 (13) 159 Asia 1 6 2 18 Europe 7 (4) 4 (13) ------------------------------------------------------- NET MARKETING REVENUE 30 57 (7) 164 DD&A (5) (3) (10) (7) General and Administrative (11) (26) (32) (49) Other (5) (19) (3) (23) - ------------------------------------------------------- MARKETING CONTRIBUTION TO INCOME BEFORE INCOME TAXES (5) 25 (72) 108 ======================================================= NORTH AMERICA NATURAL GAS Physical Sales Volumes (3) (bcf/d) 3.1 4.6 4.0 4.8 Transportation Capacity (bcf/d) 1.4 1.3 1.4 1.3 Storage Capacity (bcf) 31.0 33.9 31.5 33.9 Financial Volumes (4) (bcf/d) 2.7 10.0 4.3 12.7 CRUDE OIL Physical Sales Volumes (3) (mbbls/d) 889 873 822 835 Storage Capacity (mbbls) 2,750 2,644 2,858 2,644 Financial Volumes (4) (mbbls/d) 794 667 775 789 POWER Physical Sales Volumes (3) (GWh/d) 9 10 9 7 Generation Capacity (MW) 87 87 87 87 ASIA Physical Sales Volumes (3) (mbbls/d) 104 115 92 99 Financial Volumes (4) (mbbls/d) 306 531 330 425 EUROPE Financial Volumes (4) (mbbls/d) 761 259 685 378 VALUE-AT-RISK Quarter-end 8 15 8 15 High 15 19 15 24 Low 7 13 7 13 Average 12 15 12 17 ------------------------------------------------------- (1) Marketing's physical sales, physical purchases and net financial transactions are reported within marketing revenue as detailed in the notes to the unaudited consolidated financial statements. (2) Net financial transactions include all gains and losses on financial derivatives and the unrealized portion of gains and losses on physical purchase and sale contracts. (3) Excludes inter-segment transactions. Physical volumes represent amounts delivered during the quarter. (4) Financial volumes represent amounts largely acquired to economically hedge physical transactions during the quarter. (5) Includes non-cash mark-to-market losses that will reverse with the sale of North America Natural Gas Energy Marketing as described in Note 15 of our Unaudited Consolidated Financial Statements. 46
LOWER CONTRIBUTION FROM ENERGY MARKETING DECREASED NET INCOME BY $43 MILLION During the quarter, we signed an agreement to sell our North America natural gas marketing business. The transaction is expected to close in the third quarter, subject to customary closing conditions. The sale is expected to be cash neutral and we expect to recognize a non-cash loss on the sale of between $250 and $290 million on closing. This loss primarily relates to the transfer of long-term natural gas physical transportation commitments that are less valuable with increased gas supplies that reduce the need for transport services. In the period between signing and closing, we have agreements with the purchaser which transfers the market risk of our contracts and inventory to the purchaser unless we breach our obligation to close the sale. Although volatile on a quarterly basis, we have had success with our marketing business over the last 10 years, generating about $800 million of cash flow. Our crude oil team generated modest gains during the quarter through blending opportunities and a weakening Canadian dollar. At this time last year, our crude oil group generated modest losses largely due to a strengthening Canadian dollar. Gains were recognized in the first quarter of 2010 from our blending and physical business. Overall, second quarter revenue from energy marketing was lower than the prior year largely driven by losses from North America natural gas. Since mid-2008, low natural gas prices, high inventory levels and weak demand in consuming regions have contributed to narrow location spreads making transportation and storage assets less valuable. In 2010, the team incurred losses associated with transportation used in the quarter, while generating gains last year. Those gains were generated from the hedges in place to protect the assets in future periods which more than offset losses associated with transportation used in the quarter. Both our location and time spread strategies showed improved results from the first quarter due to slightly improved market conditions. COMPOSITION OF NET MARKETING REVENUE Three Months Six Months Ended June 30 Ended June 30 2010 2009 2010 2009 -------------------------------------------------------------------------------------------------------------------------------- Trading Activities (Physical and related Financial) 23 58 (13) 160 Other Activities 7 (1) 6 4 ------------------------------------------------------- Total Net Marketing Revenue 30 57 (7) 164 ======================================================= TRADING ACTIVITIES In energy marketing, we enter into contracts to purchase and sell crude oil and natural gas as well as storage and transportation contracts to capture time and location differences. We also use financial and derivative contracts, including futures, forwards, swaps and options for hedging and trading purposes. We account for all financial and derivative contracts not designated as hedges for accounting purposes using fair value accounting and record the change in fair value in marketing and other income. The fair value of these instruments is included with amounts receivable or payable and they are classified as long-term or short-term based on their anticipated settlement date. OTHER ACTIVITIES We enter into fee for service contracts related to transportation, storage and sales of third-party oil and gas. In addition, we earn income from our power generation facilities at Balzac and Soderglen. FAIR VALUE OF DERIVATIVE CONTRACTS Our processes for estimating and classifying the fair value of our derivative contracts are consistent with those in place at December 31, 2009. At June 30, 2010, the fair value of our derivative contracts in our energy marketing trading activities was $56 million. These derivatives are used to economically hedge our physical storage and transportation contracts which cannot be carried at fair value until they are used. Below is a breakdown of the derivative fair value by valuation method and contract maturity. MATURITY -------------------------------------------------------------------------------------------------------------------------------- Less Than More Than 1 year 1-3 years 4-5 years 5 years Total ----------------------------------------------------------------- Level 1 - Actively Quoted Markets (10) (67) (8) - (85) Level 2 - Based on Other Observable Pricing Inputs 51 61 2 3 117 Level 3 - Based on Unobservable Pricing Inputs 11 13 - - 24 ----------------------------------------------------------------- Total 52 7 (6) 3 56 ================================================================= 47
CHANGES IN FAIR VALUE OF DERIVATIVE CONTRACTS Total ------------------------------------------------------------------------------- Fair Value at December 31, 2009 23 Change in Fair Value of Contracts 27 Net Losses (Gains) on Contracts Closed 6 Changes in Valuation Techniques and Assumptions (1) - ------------------- Fair Value at June 30, 2010 56 =================== (1) Our valuation methodology has been applied consistently in each period. The fair values of our derivative contracts will be realized over time as the related contracts settle. Until then, the value of certain contracts will vary with forward commodity prices and price differentials. The average term of our derivative contracts is approximately two years. Those maturing beyond one year primarily relate to North American natural gas positions. CHEMICALS LOWER CHEMICALS CONTRIBUTION DECREASED NET INCOME BY $32 MILLION Chlorate revenues in North America were marginally down from last year as higher sales volumes were offset by a decline in realized prices. Chlorate revenues in Brazil were consistent with the second quarter of 2009 as higher prices offset lower volumes. Chlor-alkali revenue in North America fell 12% from the same period last year as the impact of a decrease in realized prices was only partially offset by increased volumes. In late June, the technology conversion project (TCP) at the North Vancouver chlor-alkali facility successfully started up. It is expected that TCP will contribute $35 to $40 million in incremental operating cash flow annually, beginning in the third quarter. These benefits are expected to be generated by lower operating costs and volume expansion. In Brazil, higher chlor-alkali prices were offset by lower volumes. Chemicals net income includes foreign exchange losses of $13 million, compared to the previous year when it included foreign exchange gains of $24 million. Additionally, gains of $5 million related to interest swaps and foreign exchange options and forwards were realized in the second quarter of 2009. CORPORATE EXPENSES GENERAL AND ADMINISTRATIVE (G&A)(1) Three Months Six Months Ended June 30 Ended June 30 2010 2009 2010 2009 -------------------------------------------------------------------------------------------------------------------------------- General and Administrative Expense before Stock-Based 110 111 226 211 Compensation Stock-Based Compensation (2) (35) 56 (33) 56 ------------------------------------------------------- Total General and Administrative Expense 75 167 193 267 ======================================================= (1) Includes results of discontinued operations (See Note 15 of our Unaudited Consolidated Financial Statements). (2) Includes cash and non-cash expenses related to our tandem option and stock appreciation rights plans. LOWER G&A COSTS INCREASED NET INCOME BY $92 MILLION Total G&A expenditures for the quarter decreased 55% from the same period last year as a result of a decrease in stock-based compensation expense. Fluctuations in our share price create volatility in our net income as we account for stock-based compensation using the intrinsic-value method. During the quarter, we reversed approximately $40 million of non-cash stock-based compensation that was recognized in prior periods as our share price decreased 17%. Cash payments made in connection with our stock-based compensation programs during the three and six month period ended June 30, 2010 were $5 million and $8 million, respectively (2009 - $14 million). 48
INTEREST Three Months Six Months Ended June 30 Ended June 30 2010 2009 2010 2009 -------------------------------------------------------------------------------------------------------------------------------- Interest 99 92 197 186 Less: Capitalized (22) (18) (40) (44) ------------------------------------------------------- Net Interest Expense 77 74 157 142 ======================================================= Effective Interest Rate 5.6% 4.5% 5.4% 4.7% ------------------------------------------------------- HIGHER NET INTEREST EXPENSE REDUCED NET INCOME BY $3 MILLION Our financing costs increased $7 million from the second quarter of 2009. In July 2009, we issued US$1 billion of long-term notes which generated additional interest costs of $20 million. This was partially offset by the strengthening Canadian dollar which decreased our US-denominated interest expense by $14 million. Capitalized interest was $4 million higher than 2009. We are no longer capitalizing interest on our Ettrick development in the North Sea. This decrease has been offset by higher capitalized interest on our major development project at Usan, offshore West Africa. We also continue to capitalize interest on the construction of the new platform at Buzzard and future phases of Long Lake. INCOME TAXES(1) Three Months Six Months Ended June 30 Ended June 30 2010 2009 2010 2009 -------------------------------------------------------------------------------------------------------------------------------- Current 264 206 523 324 Future (80) (229) (180) (316) ------------------------------------------------------- Total Provision for Income Taxes 184 (23) 343 8 ======================================================= (1) Includes results of discontinued operations (See Note 15 of our Unaudited Consolidated Financial Statements). HIGHER TAXES REDUCED NET INCOME BY $207 MILLION Stronger commodity prices compared to the same period last year caused an increase to our tax expense. Our future tax expense in 2009 was also impacted by the significant decrease in the value of our crude oil put options and the effect of a reduction in Canadian tax rates. Our income tax provision includes current taxes in the United Kingdom, Yemen, Norway, Colombia and the United States. OTHER Three Months Six Months Ended June 30 Ended June 30 2010 2009 2010 2009 -------------------------------------------------------------------------------------------------------------------------------- Increase (Decrease) in Fair Value of Crude Oil Put Options 1 (179) (15) (195) ------------------------------------------------------- In the fourth quarter of 2009, we purchased put options on 90,000 bbls/d of our 2010 crude oil production. These options establish a WTI floor price of US$50/bbl and provide a base level of price protection without limiting our upside to higher prices. Options on 60,000 bbls/d settle monthly, while the remaining options settle annually. These options are recorded at fair value throughout their term. As a result, changes in forward crude oil prices create gains or losses on these options at each period end. The put options were purchased for $39 million and are carried at fair value. As at June 30, 2010, the fair value of the options was approximately $2 million, $1 million higher than the end of the previous quarter but $15 million lower than the end of 2009. For the three and six month periods ended June 30, 2009, we recorded fair value losses of $179 million and $195 million, respectively, on our 2009 crude oil put option program. During the quarter, we sold our non-core lands in the Athabasca region for proceeds of $81 million. We had no plans to develop these lands for at least a decade. We recognized a gain on the sale of $80 million. 49
LIQUIDITY AND CAPITAL RESOURCES CAPITAL STRUCTURE June 30 December 31 2010 2009 ------------------------------------------------------------------------------------------------------------------------------ NET DEBT (1) Bank Debt 930 1,803 Public Senior Notes 5,038 4,982 --------------------------------------- Total Senior Debt 5,968 6,785 Subordinated Debt 473 466 --------------------------------------- Total Debt 6,441 7,251 Less: Cash and Cash Equivalents (970) (1,700) --------------------------------------- TOTAL NET DEBT 5,471 5,551 ======================================= EQUITY AT HISTORIC ISSUE COST 8,080 7,646 ======================================= (1) Includes all of our borrowings and is calculated as long-term debt and short-term borrowings less cash and cash equivalents. NET DEBT Our net debt levels are directly related to our operating cash flows and our capital expenditure activities. Changes in net debt are related to: Three Months Six Months Ended June 30 Ended June 30 2010 2010 ------------------------------------------------------------------------------------------------------------------------------ Capital Investment (817) (1,373) Cash Flow from Operating Activities (1) 510 1,308 --------------------------------------- (307) (65) Proceeds on Disposition of Assets 81 96 Dividends on Common Shares (26) (52) Issue of Common Shares 10 35 Changes in Restricted Cash Requirements 68 83 Foreign Exchange Translation of US-dollar Debt and Cash (227) (86) Other (13) 69 --------------------------------------- Decrease/(Increase) in Net Debt (414) 80 ======================================= (1) Includes changes in non-cash working capital. For the three and six months ended June 30, 2010, outflows of $58 million and inflows of $198 million, respectively, was included. Our net debt increased approximately $400 million from March 31, primarily as a result of i) capital investment exceeding cash flow generated from operating activities; and ii) foreign exchange translation losses on our US-denominated debt. Net debt is also impacted by changes in working capital. Timing of receipts from strong June oil and gas sales will be received in July. These are offset by fluctuations in cash tax remittances to governments. We used cash generated from operating activities and existing cash on hand to repay a portion of our outstanding term credit facilities during the quarter, while at the same time, our available liquidity increased by $200 million during the quarter. Our available liquidity at June 30, 2010 was approximately $3.8 billion, comprised of cash on hand and undrawn credit facilities. We expect our available liquidity to increase by $900 million following the completion of our heavy oil and energy marketing natural gas sales, anticipated for the third quarter. Operating cash flows in the oil and gas industry can be volatile as short-term commodity prices are driven by existing supply and demand fundamentals and market volatility. We periodically invest through the lows of the current commodity market to create future growth and value for our shareholders for the long-term. Changes in our non-cash working capital can vary between quarters as our energy marketing net working capital position fluctuates depending on timing of settlement of outstanding positions, the movement in commodity prices and inventory cycles. 50
CHANGE IN WORKING CAPITAL June 30 December 31 Increase/ 2010 2009 (Decrease) ---------------------------------------------------------------------------------------------------------------------------- Cash and Cash Equivalents 970 1,700 (730) Restricted Cash 113 198 (85) Accounts Receivable 2,675 2,788 (113) Inventories and Supplies 621 680 (59) Short-Term Borrowings (158) - (158) Accounts Payable and Accrued Liabilities (3,101) (3,038) (63) Other (9) 70 (79) ------------------------------------------------------ Net Working Capital 1,111 2,398 =================================== Our non-cash working capital balances remain largely unchanged from the end of 2009. Timing of cash tax remittances to governments during the year create fluctuations in cash taxes payable between quarters. At June 30, 2010, our restricted cash consists of margin deposits of $113 million (December 31, 2009 - $198 million) related to exchange-traded derivative financial contracts used by our energy marketing group to hedge physical commodities, and storage, transportation and customer sales contracts. We are required to maintain margin for net out-of-the-money derivative financial contracts. OUTLOOK FOR REMAINDER OF 2010 We expect our 2010 production to range between 230,000 and 280,000 boe/d (200,000 and 250,000 boe/d after royalties). Our future liquidity and ability to fully fund capital requirements generally depend upon operating cash flows, existing working capital, unused committed credit facilities, and our ability to access debt and equity markets. Given the long cycle time of some of our development projects and volatile commodity prices, it is not unusual in any year for capital expenditures to exceed our cash flow. Changes in commodity prices, particularly crude oil as it represents approximately 85% of our current production, can impact our operating cash flows. We use short-term contracts to sell the majority of our oil and gas production, exposing us to short-term price movements. A US$1/bbl change in WTI above US$50/bbl is projected to increase or decrease our cash flow from operating activities, after cash taxes, by approximately $23 million for the second half of the year. Our exposure to a $0.01 change in the US to Canadian dollar exchange rate is projected to increase or decrease our cash flow by approximately $17 million for the remainder of 2010. While commodity prices can fluctuate significantly in the short term, we believe that over the longer term, commodity prices will continue to remain strong as a result of continued growth in world demand and delays or shortages in supply growth. We believe that our existing liquidity, balance sheet capacity and capital investment flexibility provide us with the ability to fund our ongoing obligations during periods of lower commodity prices. During the first half of the year, we incurred approximately half of our 2010 capital budget. We currently have approximately $1 billion of cash and cash equivalents on hand and as well as significant undrawn committed credit facilities available. We also expect to generate over $900 million of additional liquidity in the third quarter, upon closing the sales of our heavy oil properties and natural gas marketing businesses. At June 30, 2010, we had unsecured term credit facilities of US$3.1 billion in place of which US$450 million was drawn and US$317 million is being used to support outstanding letters of credit. We also have approximately $467 million of uncommitted, unsecured credit facilities, of which $158 million was drawn and $24 million is being used to support outstanding letters of credit. The average length-to-maturity of our public debt is approximately 19 years. 51
CONTRACTUAL OBLIGATIONS, COMMITMENTS AND GUARANTEES We have assumed various contractual obligations and commitments in the normal course of our operations and financing activities. We included these obligations and commitments in our MD&A in our 2009 Form 10-K. During the first quarter, we sold our European gas and power marketing business. We agreed to maintain our parental guarantees to the existing counterparties until the purchaser is able to replace them. At June 30, 2010 our total exposure is $71 million. The guarantees expire at the earlier of the purchaser replacing the guarantees and September 25, 2010. We are obligated to perform under the guarantees only if the purchaser does not meet its obligations to the counterparties. To eliminate our exposure under the guarantees the purchaser has provided us an indemnity and an irrevocable letter of credit from a highly rated financial institution. There have been no other significant developments since year-end. CONTINGENCIES There are a number of lawsuits and claims pending, the ultimate result of which cannot be ascertained at this time. We record costs as they are incurred or become determinable. We believe the resolution of these matters would not have a material adverse effect on our liquidity, consolidated financial position or results of operations. These matters are described in LEGAL PROCEEDINGS in Item 3 contained in our 2009 Form 10-K. There have been no significant developments since year-end. 52
NEW ACCOUNTING PRONOUNCEMENTS CANADIAN PRONOUNCEMENTS INTERNATIONAL FINANCIAL REPORTING STANDARDS ADOPTION PLAN We are required to adopt International Financial Reporting Standards (IFRS) for our interim and annual financial reporting purposes beginning January 1, 2011. A project team, consisting of dedicated and experienced personnel who have IFRS knowledge, has been set up to manage this transition and to ensure successful implementation within the required timeframe. We provided an update on the status of our project in our 2009 Annual Report on Form 10-K, including a summary of accounting differences between Canadian GAAP and IFRS. The following chart is a summary of our transition project progress. ------------------------------------------- ------------------------------------------ ----------------------------------------- KEY ACTIVITY KEY MILESTONE STATUS ------------------------------------------- ------------------------------------------ ----------------------------------------- Financial Information ------------------------------------------- ------------------------------------------ ----------------------------------------- o Identify differences between Canadian o Comprehensive analysis of IFRS o Comprehensive analysis completed GAAP and IFRS differences identified in the mid 2009 o Revise accounting policies under diagnostics phase o Received senior management IFRS o Senior management approval of approval of IFRS accounting policies o Identify potential adjustments to IFRS accounting policies o Areas of potential adjustment to initial IFRS financial statements o Develop draft IFRS financial opening balance sheet identified o Develop IFRS-compliant financial statements and disclosures o Analysis to support opening balance statements, including transition sheet adjustments is ongoing period disclosures o No significant impact on key performance indicators identified to date o Preparation and assessment of Q1 IFRS data is underway o Data source testing for draft Q1 IFRS financial statements and note disclosures are substantially complete ------------------------------------------- ------------------------------------------ ----------------------------------------- Training and Communication ------------------------------------------- ------------------------------------------ ----------------------------------------- o Develop and deliver targeted IFRS o Delivery of training in 2009 targeted o Targeted training completed in 2009 training to employees and to affected employees o Strategy for follow-up training in management o Ongoing communication with major 2010 developed o Ensure internal and external internal and external stakeholders o Training sustainment plan prepared stakeholders receive ongoing o Regular communication with Project appropriate communications Steering Committee, senior o Develop and deliver targeted IFRS management and Audit Committee training to senior management and throughout the year Board of Directors o Quarterly disclosure of project status in MD&A ------------------------------------------- ------------------------------------------ ----------------------------------------- Information Technology ------------------------------------------- ------------------------------------------ ----------------------------------------- o Ensure systems are able to o Be IFRS data capture ready January o System testing for IFRS data capture adequately support conversion to 1, 2010 complete IFRS and ongoing financial o Ensure dual GAAP reporting o Dual GAAP reporting capability for reporting capability throughout 2010 2010 testing complete o IFRS data capture in the financial system for Q1 was successful ------------------------------------------- ------------------------------------------ ----------------------------------------- Business Process ------------------------------------------- ------------------------------------------ ----------------------------------------- o Ensure business processes and o Implement necessary business o Necessary changes to business control environment properly process and key control changes to process have been designed support conversion to IFRS and ensure adequate internal control o Key controls designed to ensure ongoing financial reporting over financial reporting adequate internal control over financial reporting on IFRS results throughout 2010 o Changes to business processes being tested ------------------------------------------- ------------------------------------------ ----------------------------------------- At this time, we cannot quantify with certainty the impact that the adoption of IFRS will have on our future results of operations or financial position. Additional disclosure of the key elements of our plan and progress on the project will be provided as we move toward the changeover date. We continue to monitor the development of new standards and any changes will be incorporated as required. 53
US PRONOUNCEMENTS In January 2010, the Financial Accounting Standards Board issued guidance to improve fair value measurement disclosures. The guidance requires entities to describe transfers between the three levels of the fair value hierarchy and present items separately in the level 3 reconciliation. This guidance is consistent with fair value measurement disclosures adopted for Canadian GAAP in 2009. Adoption of this guidance did not have an impact on our results of operations or financial position. EQUITY SECURITY REPURCHASES During the quarter, we made no purchases of our equity securities. SUMMARY OF QUARTERLY RESULTS | 2008 | 2009 | 2010 -------------------------------------------------|-------------------|--------------------------------------|------------------ (Cdn$ millions, except per share amounts) | Sep Dec | Mar Jun Sep Dec | Mar Jun ------------------------------------------------------------------------------------------------------------------------------- Net Sales from Continuing Operations 2,094 1,214 1,004 1,138 1,034 1,486 1,432 1,399 Net Income (Loss) from Continuing Operations 830 (185) 152 23 122 256 172 242 Net Income (Loss) from Discontinued Operations 56 4 (17) (3) - 3 13 13 ----------------------------------------------------------------------------- Net Income (Loss) 886 (181) 135 20 122 259 185 255 ============================================================================= Earnings (Loss) Per Common Share from Continuing Operations ($/share) Basic 1.58 (0.36) 0.28 0.05 0.23 0.49 0.33 0.46 Diluted 1.56 (0.36) 0.28 0.05 0.23 0.48 0.33 0.46 Earnings (Loss) Per Common Share ($/share) Basic 1.68 (0.35) 0.26 0.04 0.23 0.50 0.35 0.49 Diluted 1.66 (0.35) 0.26 0.04 0.23 0.49 0.35 0.49 ----------------------------------------------------------------------------- SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this report, including those appearing in MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, constitute "forward-looking statements" (within the meaning of the United States PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, as amended) 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 regarding the following are forward-looking statements: o future crude oil, natural gas or chemicals prices; o future production levels; o future capital expenditures and their allocation to exploration and development activities; o future earnings; o future asset acquisitions or dispositions; o future sources of funding for our capital program; o future debt levels; o availability of committed credit facilities; o possible commerciality; o development plans or capacity expansions; o the expectation that we have the ability to substantially grow production at our oil sands facilities through controlled expansions; o the expectation of achieving the production design rates from our oil sands facilities; o the expectation that our oil sands production facilities continue to develop better and more sustainable practices; o the expectation of cheaper and more technologically advanced operations; 54
o the expected timing and associated production impact of facilities turnarounds and maintenance; o the expectation that we can continue to operate our offshore exploration, development and production facilities safely and profitably; o future ability to execute dispositions of assets or businesses; o future sources of liquidity, cash flows and their uses; o future drilling of new wells; o ultimate recoverability of current and long-term assets; o ultimate recoverability of reserves or resources; o expected finding and development costs; o expected operating costs; o future cost recovery oil revenues from our Yemen operations; o future demand for chemical products; o estimates on a per share basis; o future foreign currency exchange rates; o future expenditures and future allowances relating to environmental matters; o dates by which certain areas will be developed, will come on-stream or reach expected operating capacity; and o changes in any of the foregoing. 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. 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: o market prices for oil and gas and chemical products; o our ability to explore, develop, produce, upgrade and transport crude oil and natural gas to markets; o ultimate effectiveness of design or design modification to facilities; o the results of exploration and development drilling and related activities; o the cumulative impact of oil sands development on the environment; o the impact of technology on operations and processes and how new complex technology may not perform as expected; o the availability of pipeline and global refining capacity; o risks inherent to the operations of any large, complex refinery units, especially the integration between production operations and an upgrader facility; o availability of third-party bitumen for use in our oil sands production facilities; o labour and material shortages; o risk related to accidents, blowouts and spills in connection with our offshore exploration, development and production activities, particularly our deepwater activities; o direct and indirect risk related to the imposition of moratoriums, suspensions or cancellations of our offshore exploration, development and production operations, particular our deepwater activities; o the impact of severe weather on our offshore exploration, development and production activities, particularly our deepwater activities; o the effectiveness and reliability of our technology in harsh and unpredictable environments; o risks related to the actions of our agents and contractors; o volatility in energy trading markets; o foreign-currency exchange rates; o economic conditions in the countries and regions in which we carry on business; o governmental actions including changes to taxes or royalties, changes in environmental and other laws and regulations including without limitation, those related to our offshore exploration, development and production activities; o renegotiations of contracts; o results of litigation, arbitration or regulatory proceedings; o political uncertainty, including actions by terrorists, insurgent or other groups, or other armed conflict, including conflict between states; and o other factors, many of which are beyond our control. 55
These risks, uncertainties and other factors and their possible impact are discussed more fully in the sections titled RISK FACTORS in Item 1A and QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK and in Item 7A of our 2009 Form 10-K. 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 an 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, we undertake 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. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to normal market risks inherent in the oil and gas, energy marketing and chemicals business, including commodity price risk, foreign-currency exchange rate risk, interest rate risk and credit risk. We recognize these risks and manage our operations to minimize our exposures to the extent practical. These are addressed in the unaudited consolidated financial statements. CREDIT RISK Most of our credit exposures are with counterparties in the energy industry, including integrated oil companies, crude oil refiners and utilities and are subject to normal industry credit risk. At June 30, 2010: o over 95% of our credit exposures were investment grade; o approximately 81% of our credit exposures were with a diverse group of integrated oil companies, crude oil refiners and marketers, and large utilities; and o only 2 counterparties individually made up more than 10% of our credit exposure. These counterparties are major integrated oil companies with strong investment grade credit ratings. Further information presented on market risks can be found in Item 7A on pages 92-94 in our 2009 Form 10-K and have not materially changed since December 31, 2009. ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES The Company's Chief Executive Officer and Chief Financial Officer have designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the SECURITIES EXCHANGE ACT OF 1934), or caused such disclosure controls and procedures to be designed under their supervision, to ensure that material information relating to the Company is made known to them, particularly during the period in which this report is prepared. They have evaluated the effectiveness of such disclosure controls and procedures as of the end of the period covered by this report ("Evaluation Date"). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures are effective (i) to ensure that information required to be disclosed by us in reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms; and (ii) to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to our management, including the Company's Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. The Company's management, including its Chief Executive Officer and Chief Financial Officer, does not expect that the Company's disclosure controls and procedures or internal controls will prevent all possible error and fraud. The Company's disclosure controls and procedures are, however, designed to provide reasonable assurance of achieving their objectives, and the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's financial controls and procedures are effective at that reasonable assurance level. 56
CHANGES IN INTERNAL CONTROLS We have continually had in place systems relating to internal control over financial reporting. There has not been any change in the Company's internal control during the first six months of 2010 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. PART II ITEM 1. LEGAL PROCEEDINGS Information in response to this item is included in Part I, Item 1 in Note 17 "Commitments, Contingencies and Guarantees" and is incorporated by reference into Part II of this Quarterly Report on Form 10-Q. ITEM 1A. RISK FACTORS We are also exposed to normal risks typical in the oil and gas exploration, development and production business, including operational risks, regulatory risks and the inherent uncertainty of discovery and producability of oil and gas deposits. DEEP WATER OPERATIONS Our deep water operations take place in difficult and unpredictable environments and are subject to the risk of blowouts and other catastrophic events that could result in suspension of operations, damage to equipment, harm to individuals and damage to the environment. While various precautions are taken to reduce the risks, such efforts cannot eliminate the risk that such events may occur. The consequences of such catastrophic events occurring in deep water operations can be more difficult and time-consuming to remedy. As well, the remedy may be made more difficult or uncertain by the water depths, pressures and cold temperatures encountered in deep water operations, shortages of equipment and specialists required to work in these conditions, or the absence of appropriate means to effectively remedy such consequences. Emergency response plans that we have in place, to address the environmental impact from spills, leaks, blowouts or other events in connection with our operations may not be entirely effective in mitigating the consequences of blowouts or other catastrophic events. Our deep water operations could also be affected by the actions of our contractors and agents that could result in similar catastrophic events at their facilities, or could be indirectly affected by catastrophic events occurring at third-party deep water operations, which, in either case, could give rise to liability for us, damage to our equipment, harm to individuals, force a shutdown of our facilities or operations, or result in a shortage of appropriate equipment or specialists required to perform our planned operations. It is possible that the allocation of liabilities and risk of loss arising from deepwater operations and associated insurance coverage will not be sufficient to address the costs arising out of such events. The costs in connection with a blowout or other catastrophic event could be material and we may not maintain sufficient insurance to address such costs. As it pertains to these types of deep water risks, we maintain insurance for costs relating to property damage to our facilities, control of well including drilling relief wells, removal of wreck, pollution cleanup, bodily injury and property damage to third parties. We are covered for a maximum loss up to US$1.5 billion, net to our working interest in the well, subject to certain sub-limits for each of the areas covered. We also carry coverage up to US$50 million for each of the costs relating to damage to natural resources, and civil fines and penalties. The recent explosion and sinking of the Deepwater Horizon rig in the Gulf of Mexico and the resulting oil spill have resulted in increased scrutiny of deep water operations by governments, environmental groups, investors and the general public, not only in the United States but globally. It is anticipated this will result in increased regulation of deep water operations, increased cost of compliance with applicable laws, and greater difficulty in permitting deep water operations. For example, the Obama administration has announced a six-month moratorium on new deep water well permits. This moratorium has delayed current exploration and appraisal activities until it is lifted and could ultimately increase their cost. Possible extensions and/or regulatory changes limiting or delaying the issuance of drilling permits could delay future exploration and appraisal programs and ultimately increase their cost. There is a risk that liability limits under existing regulations could be increased substantially by the US Government, which would increase our potential liability in the event of a blowout or other catastrophic event. We also may not be able to access sufficient pooled liability funds set up in the Gulf of Mexico for costs of a blowout or other catastrophic event. Catastrophic events in connection with our deep water operations, such as blowouts and oil spills, could result in material costs and reputational damage, and could have a material adverse impact on our credit rating, our ability to raise capital or the cost of such capital. Further information on market and operational risks can be found in Item 1A on pages 40-47 and Item 7A on pages 92 - 94 in our 2009 Form 10-K, which have not materially changed. 57
ITEM 4. (REMOVED AND RESERVED) 58
ITEM 6. EXHIBITS 10.62 Amended and Restated Credit Agreement dated June 21, 2010 (originally dated as of July 22, 2005) by and among Nexen Inc., Nexen Holdings U.S.A. Inc. and Nexen Petroleum U.K. Limited as borrowers, the financial institutions named therein and other institutions from time to time party thereto as lenders and The Toronto-Dominion Bank, Toronto Dominion (Texas) LLC abs The Toronto-Dominion Bank, London Branch as agents of the lenders (filed as Exhibit 10.1 to Form 8-K filed with the SEC on June 24, 2010). 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of periodic report by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of periodic report by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on July 21, 2010. NEXEN INC. /s/ Marvin F. Romanow /s/ Brendon T. Muller --------------------- --------------------- Marvin F. Romanow Brendon T. Muller President and Chief Executive Officer Controller (Principal Executive Officer) (Principal Accounting Officer) 5