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The following is an excerpt from a 10-K SEC Filing, filed by NEXEN INC on 3/1/2005.

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ITEMS 1 AND 2. BUSINESS AND PROPERTIES

TABLE OF CONTENTS
PAGE
About Us.......................................................................3 Strategy.......................................................................4 Understanding the Oil and Gas Business.........................................4 Oil and Gas Operations.........................................................4 Gulf of Mexico - United States..........................................5 North Sea - United Kingdom..............................................7 Middle East - Yemen.....................................................9 Offshore West Africa...................................................11 Other International....................................................12 Western Canada.........................................................13 Athabasca Oil Sands ...................................................15 Reserves, Production and Related Information..................................17 Syncrude Mining Operations....................................................19 Oil and Gas Marketing.........................................................21 Chemicals.....................................................................22 Additional Factors Affecting Business.........................................23 Government Regulations.................................................23 Environmental Regulations..............................................23 Employees.....................................................................24

2

ABOUT US

Nexen Inc. (Nexen, we or our) is an independent, Canadian-based, global energy and chemicals company. Previously Canadian Occidental Petroleum Ltd., we were formed in Canada in 1971 from the reorganization of two Occidental Petroleum Corporation (Occidental) subsidiaries. We combined their Canadian crude oil, natural gas, sulphur and chemical operations. We've grown from producing 10,700 boe/d before royalties with revenues of $26 million in 1971 to 249,600 boe/d before royalties (including Syncrude production) and revenues of $3.9 billion in 2004. We achieved this growth through exploration success and strategic acquisitions. Through over 30 years of operations, we have been profitable every year, but one, and have been paying quarterly dividends consecutively since 1975.

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[Margin Text: Nexen - an independent, Canadian-based global energy and chemicals company.]

In the 1970s, we expanded our Western Canadian assets and entered the US Gulf of Mexico. We finished this decade with production of approximately 11,000 boe/d before royalties and revenues of $126 million.

In the 1980s, we acquired Canada-Cities Service, Ltd. in 1983, which doubled our size, and included an interest in the Syncrude Joint Venture, our entry into the Athabasca oil sands. Acquisitions of Cities Offshore Production Co. in 1984, and Moore McCormack Energy, Inc. in 1988, further increased our presence in the Gulf of Mexico. We finished this decade with production of approximately 68,600 boe/d before royalties and revenues of $591 million.

In the 1990s, we had two defining moments: discovering oil on the Masila block in Yemen and acquiring Wascana Energy Inc. The first of 17 fields at Masila was discovered in 1991, and Masila has produced over 825 million barrels since start-up. Our 1997 purchase of Wascana Energy Inc. almost tripled our Canadian production, with our Hay discovery in northern B.C. increasing this further. In 1998, we entered Australia with an interest in the offshore Buffalo field and entered Nigeria as the operator of the Ejulebe field. Also in 1998, we discovered Ukot on OPL-222, offshore Nigeria, the first of several discoveries to date on the block. We finished this decade with production of approximately 239,200 boe/d before royalties and revenues of $1.7 billion.

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[Margin Graphic: Chart of Production before royalties 1971 - 2004]
[Margin Graphic: Chart of Revenues 1971 - 2004.]

So far in the 21st century, we have made a number of discoveries and two strategic acquisitions. In 2000, we discovered Gunnison in the deep-water Gulf of Mexico and Guando in Colombia. In that same year, we agreed with Ontario Teachers' Pension Plan Board (Teachers) and Occidental, to purchase Occidental's 29% interest in us. Teachers purchased 20.2 million common shares and we repurchased the remaining 20 million common shares for $605 million. We also exchanged our oil and gas operations in Ecuador for Occidental's 15% interest in our chemicals operations. In addition, we changed our name to Nexen Inc. The following year, we discovered Aspen in the deep-water Gulf and signed a joint venture agreement with OPTI Canada Inc. to develop, produce and upgrade bitumen at Long Lake. On OPL-222, offshore Nigeria, we discovered Usan, the second discovery on the block, in 2002. In 2003, we discovered two fields on Block 51 in Yemen. In December 2004, we acquired EnCana Corporation's U.K. subsidiary, providing us with strategic operatorship of the Buzzard discovery and the producing Scott and Telford fields in the North Sea. Now in 2005, we are developing major projects and continuing an active exploration program for future growth.

For financial reporting purposes, we report on four main segments:

o Oil and Gas
o Syncrude
o Oil and Gas Marketing and
o Chemicals

Our Oil and Gas operations are broken down geographically into the US Gulf of Mexico, North Sea, Canada, Yemen and Other International (Colombia, offshore West Africa, and Australia). Results from our Long Lake Project are included in Canada. Syncrude is our 7.23% interest in the Syncrude Joint Venture. Marketing includes our growing crude oil, natural gas and power marketing business in North America and southeast Asia. Chemicals includes operations in North America and Brazil that manufacture, market and distribute sodium chlorate, caustic soda and chlorine.

Production, revenues, net income, capital expenditures and identifiable assets for these segments appears in Note 18 to the Consolidated Financial Statements and in Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) in this report.

3

STRATEGY

Our goal is to grow long-term value for shareholders. We define value growth as increasing reserves, production and cash flow over the long term, measured on a debt-adjusted per share basis. This basis reflects the true growth realized by our shareholders. To accomplish this, we are creating sustainable businesses through exploration, technology application, strategic acquisitions and capital discipline.

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[Margin text: Our goal is to grow long-term value for shareholders.]

As conventional basins in North America mature, we are transitioning our operations towards major projects in mature basins, exploration in less mature basins and exploitation of unconventional resources. Projects are focussed in the North Sea, Athabasca oil sands, Gulf of Mexico, offshore West Africa and the Middle East - basins we believe have attractive fiscal terms and significant remaining opportunity.

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[Margin text: We are transitioning our operations towards major projects in generally less mature basins and unconventional resources.]

Our major projects typically have an extended period of time between sanctioning and first production due to their location and scale. These time lags cause non-linear growth year-over-year and significant up-front capital investment prior to realizing any production or revenues. We fund projects by maximizing cash flow from our producing assets, using various financial instruments, and selling non-core assets into attractive markets. We intend to dispose approximately $1.5 billion of assets in 2005 to help pay for our North Sea acquisition.

We also continue an active exploration program for future growth. We primarily explore in areas where we have existing production or infrastructure, or we have had recent exploration success.

In creating sustainable businesses, we are committed to good corporate governance and social responsibility. We believe companies that follow sustainable business practices outperform those with narrower priorities. We foster dialogue with stakeholders about our operational opportunities and challenges, from exploration to production to reclamation. Our goal is to help stakeholders become engaged participants in a continuing consultation process, while balancing their multiple, and sometimes conflicting, goals.

UNDERSTANDING THE OIL AND GAS BUSINESS

The oil and gas industry is highly competitive. With strong global demand for energy, there is intense competition to find and develop new sources of supply. Yet, barrels from different reservoirs around the world do not have equal value. Their value depends on the costs to find, develop and produce the oil or gas, the fiscal terms of the host regime and the price products command at market based on quality and marketing efforts. Our goal is to extract the maximum value from each barrel of oil equivalent, so every dollar of capital we invest generates an attractive return.

Numerous factors can affect this. Changes in crude oil and natural gas prices can significantly affect our net income and cash generated from operating activities. Consequently, these prices may also affect the carrying value of our oil and gas properties and how much we invest in oil and gas exploration and development. We attempt to mitigate these impacts by investing in projects that we believe will generate positive returns at low commodity prices.

We also have a broad customer base for our crude oil and natural gas. Alternative customers are generally available, and the loss of any one customer is not expected to have a significant adverse effect on the price of our products or our revenues. Oil and gas producing operations are generally not seasonal. However, demand for certain of our products can have a seasonal component, which can impact price. In particular, heavy oil generally experiences higher demand in the summer months for its use in road construction and natural gas generally experiences higher demand in the winter heating months.

We manage our operations on a country-by-country basis reflecting differences in the regulatory and competitive environments and risk factors associated with each country.

OIL AND GAS OPERATIONS
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[Graphic-World map showing location of oil and gas operations around the world]

We have oil and gas operations in Western Canada, the US Gulf of Mexico, Yemen, the North Sea, offshore West Africa, Colombia and Australia. We also have operations in Canada's Athabasca oil sands which produce synthetic crude oil. We operate most of our production, and continue to develop new growth opportunities in each area, by actively exploring and applying technology.

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[Margin graphic: Pie chart 2004 production before royalties by area]

4

GULF OF MEXICO - UNITED STATES (US)

The Gulf of Mexico is Nexen's fastest growing region, with over 30,000 boe/d before royalties of high margin production added from our deep-water Aspen and Gunnison fields in the past two years.

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[Margin caption: In the US, we've added 30,000 boe/d before royalties of high-margin production in the last two years.]

[Graphic: Gulf of Mexico map with Nexen's producing and exploration blocks]

Large discoveries, high success rates, production infrastructure and attractive fiscal terms make the deep-water Gulf of Mexico one of the world's most prospective sources for oil and gas. The deep-water prospects generally have multiple productive horizons and high production rates, which reduces risk and improves economics. Technology to find, drill, and develop discoveries is rapidly progressing and becoming more cost effective. And, the deep-water Gulf is relatively close to infrastructure and continental US markets, allowing discoveries to be brought on stream in a reasonable period of time.

Our strategy in the Gulf is to explore for new reserves, acquire assets with potential, and exploit our existing asset base. We focus our exploration program on three strategic areas:

o deep-shelf gas prospects;
o deep-water prospects near existing infrastructure; and
o deep-water, sub-salt plays with potential to become new core areas.

These areas are relatively under-explored, have potential for large discoveries, and have attractive fiscal terms. The shorter-cycle times for shelf gas and deep-water prospects near infrastructure complement the longer-cycle times for deep-water, sub-salt plays.

When we first entered the deep-water, we partnered with large experienced operators to improve our skills and understanding. A trade-off of this strategy was not controlling the timing of drilling programs. Our goal is to operate even more of our own deep-water properties and exploration wells so that we can manage the pace of activity. In 2004, we invested $400 million on exploration and development activities to further our strategy. We plan to invest approximately $315 million in 2005.

In 2004, we produced approximately 54,700 boe/d before royalties (47,500 after royalties), representing about 22% of Nexen's total production. Proved reserves of 88 mmboe (103 before royalties) at year-end 2004 were about 20% of Nexen's total proved oil and gas reserves after royalties. Our production and reserves in the Gulf are primarily concentrated in five shallow-water fields and two deep-water fields. We operate most of this production, and hold varying interests on 182 undeveloped federal lease blocks.

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[Margin graphic: US Production before royalties 2002-2004 chart, separated by deep and shallow water]

US PRODUCTION 2004 2003 2002 --------------------------------------------------------------------------------------------------- Before After Before After Before After (mboe/d) Royalties Royalties Royalties Royalties Royalties Royalties ---------------------- ----------------------- ----------------------- Shallow-water 22.6 18.8 28.5 23.7 28.1 23.2 Deep-water 32.1 28.7 24.0 21.7 0.5 0.5 ---------------------- ----------------------- ----------------------- Total 54.7 47.5 52.5 45.4 28.6 23.7 ======================= ======================= =======================

Royalty rates on our US production average 17% for shallow-water volumes and 10% for deep-water volumes. We qualify for royalty relief at our deep-water Aspen and Gunnison fields on the first 87.5 mmboe of production, making this production very attractive. We are subject to royalties at Gunnison if the annual commodity prices are higher than threshold prices set by the US Department of the Interior's Minerals Management Service. Royalties on other Gulf and state-water properties range from 12.5% to 25%. US taxable income is subject to federal income tax of 35% and state taxes ranging from 0% to 8%.

Weather is a risk in the Gulf of Mexico, specifically tropical storms and hurricanes. They can damage facilities, interrupt production, and delay exploration and development programs, beyond the few days of the storm itself. In September 2004, we shut-in 45,000 boe/d of production before royalties for three days, as Hurricane Ivan passed through. No significant damage was sustained at our facilities and full production was restored shortly thereafter. In October 2002, we suffered extensive facilities damage at Eugene Island 295 from Hurricane Lili. Production was restored there in early 2003.

5

SHALLOW-WATER PRODUCTION

Our shelf producing assets are offshore Louisiana primarily in five 100% owned fields: Eugene Island 18, Eugene Island 255/257/258/259, Eugene Island 295, Vermilion 302/320 and Vermilion 76 (consisting of blocks 65, 66 and 67). We continue to exploit these assets, and look for other opportunities on the shelf. Most of our 2004 shelf development operations focused on increasing production at Vermilion 76 and 302/320, through development drilling activities.

DEEP-WATER PRODUCTION

Our deep-water production comes from our 100% operated Aspen field and our 30% non-operated Gunnison field. Our Gunnison SPAR production facility has excess capacity, leaving room for growth from exploration and processing of third-party volumes.

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[Margin text: Aspen achieved payout in just over 2 years.]

ASPEN

Aspen is located on Green Canyon Block 243 in 3,150 feet of water. The project was developed using sub-sea wells tied back to the Shell-operated Bullwinkle platform 16 miles away. Production began in December 2002. By tying-in a third Aspen development well in July 2004, we increased 2004 production by 11,000 boe/d before royalties to 27,200 boe/d before royalties at year-end (24,600 after royalties), of which 14% was natural gas. There are no significant capital plans for Aspen in 2005. We achieved payout on the full Aspen project in early-2005, just over 2 years from first production.

GUNNISON

Gunnison is located in 3,100 feet of water, and includes Garden Banks Blocks 667, 668 and 669. The first discovery was in May 2000 on Garden Banks Block 668, and the second in June 2001 on Garden Banks Block 667.

Gunnison began production in December 2003 through a truss SPAR platform that can handle 40,000 barrels of oil per day and 200 million cubic feet of gas per day. Our share of 2004 production before royalties was approximately 9,300 boe/d (8,200 after royalties). During 2005, we plan to drill and tie-in two additional development wells.

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[Graphic: Gunnison SPAR schematic with caption: Our Gunnison SPAR has capacity for future discoveries and third-party volumes.]

EXPLORATION

In 2004, half of our exploration budget was invested in the Gulf. The results in 2004 were mixed with four small discoveries and five abandoned wells:

WELL LOCATION INTEREST (%) RESULTS --------------------------------------------------------------------------------------------------------------------------- Dawson Deep Garden Banks 625 15 discovery expected to begin producing late-2005 through sub-sea tie-back to Gunnison Tobago Alaminos Canyon 13.34 discovery temporarily abandoned; possibly part of 858/859 future regional development Wrigley Mississippi Canyon 50 gas discovery expected to begin producing in 506 mid-2006 Anduin Mississippi Canyon 50 encountered oil shows; side-tracking to delineate 754/755 Shark South Timbalier 174 40 well abandoned Crested Butte Green Canyon 242 100 well abandoned as oil shows were close to salt; further work required to see if side-track warranted Main Pass 240 Main Pass 240 45 well abandoned; found non-commercial quantities Fawkes Garden Banks 303 33 1/3 well abandoned; found non-commercial quantities Wind River West Cameron 335 50 well abandoned

In 2004, we also increased our deep-water undeveloped land position to 148 blocks, by acquiring 19 blocks. We expect this acreage, plus new opportunities, to sustain our current level of exploration drilling.

6

We are in the midst of our most active Gulf exploration program ever, with two wells drilling and two more to begin drilling in the first half of 2005. Wells currently drilling with results expected in the first half of 2005 include:

OPERATOR WELL LOCATION INTEREST (%) STATUS STRATEGY ----------------------------------------------------------------------------------------------------------------------- Big Bend Mustang Island A-110 50 non-operated deep-shelf gas Vrede Atwater Valley 223/224/267/268 25 non-operated deep-water

We expect to drill other deep-shelf gas and deep-water prospects in 2005, the most significant deep-water prospects are at Pathfinder (25% interest) and Knotty Head (25% interest).

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[Margin text: We are in the midst of our strongest Gulf Exploration program ever.]

NORTH SEA - UNITED KINGDOM (UK)

On December 1, 2004, we acquired assets in the UK North Sea for US$2.1 billion in cash subject to certain adjustments. This acquisition was completed by purchasing all outstanding shares of EnCana (UK) Limited. We acquired a 43.2% operated interest in the Buzzard development, operated interests in the Scott and Telford producing fields, the Scott production platform, interests in several satellite discoveries and over 700,000 net undeveloped exploration acres. We also acquired the management and technical teams that found and continue to develop Buzzard. From this acquisition we booked 130 mmboe of proved reserves (130 before royalties) comprising 29% of Nexen's total oil and gas reserves after royalties.

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[Graphic: North Sea map with Nexen's producing and exploration blocks.]

INTEREST OPERATOR FIELD LOCATION (%) STATUS COMMENTS ----------------------------------------------------------------------------------------------------------------------- Buzzard Blocks 19/10, 20/6, 43.2 operated expected on stream late-2006 ramping up to 19/5a, 20/1s 80,000 boe/d our share in 2007 Scott Blocks 15/21a, 15/22 41 operated producing field with exploitation opportunities Telford Blocks 15/21a, 15/22 54.3 operated producing field with exploitation opportunities Ettrick Blocks 20/2a, 20/3a 80 operated discovery near Buzzard Farragon Block 16/28 20 non- expected on stream late-2005 at 3,000 operated boe/d our share Perth Block 15/21a 42 operated discovery near Scott Black Horse Block 15/22 56 operated discovery near Scott Bugle Block 15/23d 80 operated discovery near Scott

This acquisition establishes us as a significant regional player, with concentrated assets, infrastructure and exploration and development potential for future growth. It will add high-margin reserves and production, diversify our world-wide portfolio by adding strong assets in a stable jurisdiction, and complement the longer cycle-time projects we have in the Athabasca oil sands, offshore West Africa, and the deep-water Gulf of Mexico.

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[Margin text: Our North Sea acquisition establishes us as a significant regional player.]

Our UK strategy is focused on exploration and exploitation near existing infrastructure. We have a number of exploitation opportunities in our existing fields and smaller satellite discoveries close to infrastructure. Most of our unexplored acreage is near Scott/Telford or Buzzard, and could be tied-in quickly upon success.

The Scott field is subject to Petroleum Revenue Tax (PRT), although no PRT is payable until available oil allowances have been fully utilized. No PRT is expected to be payable before 2009. Once payable, PRT is levied at 50% of cash flow after capital expenditures, operating costs and an oil allowance. PRT is applicable to fields receiving development consent prior to March 1993, thereby excluding both the Buzzard and Telford fields. PRT is deductible for corporate income tax purposes. The UK corporate income tax rate is 30% of taxable income. Income from oil and gas activities is also subject to a supplemental charge of 10%. Assuming WTI of US$30/bbl, we do not expect to pay current taxes until 2009. The amount and timing of income taxes payable depends on many factors including price, production and capital investment levels.

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BUZZARD

Buzzard is one of the largest discoveries in the UK North Sea in recent years. Discovered in 2001, it is in the Outer Moray Firth, central North Sea, approximately 100 km northeast of Aberdeen, in 100 metres of water.

Our Buzzard development involves contractors across Europe building a three bridge-linked platform complex comprising wellhead, production and utilities decks and topsides. The facilities will have capacities of 200,000 bbls/d of oil and 60 mmcf/d of gas. Currently, we anticipate the field will produce through 27 production wells, eight pre-drilled and producing by late-2006. Reservoir pressure will be maintained through an active water-flood program. We estimate peak gross production rates in 2007 at 180,000 bbls/d of oil and approximately 30 mmcf/d of gas, with our share at 80,000 boe/d before royalties.

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[Graphic: Buzzard production facilities drawing]

[Margin text: Our share of royalty-free Buzzard production is expected to climb to 80,000 boe/d in 2007.]

Work is well underway to construct jackets and topsides that will form the Buzzard platform installation. At year-end 2004, the development project was over 50% complete, on schedule and on budget. In 2005, we plan to invest $530 million to transport the three jackets to Buzzard, install them, install the wellhead topsides, initiate drilling of the production wells, and install the gas and oil export pipelines. In summer 2006, we plan to install the utilities and production topsides and initiate hook-up and project commissioning.

Oil from Buzzard will be exported via the Forties Pipeline System to the Grangemouth, Scotland refinery. Gas will be exported via the Frigg system to the St. Fergus Gas Terminal in northeast Scotland.

SCOTT / TELFORD

Scott and Telford are both producing fields with additional exploitation opportunities. Scott was discovered in 1987 and began producing in September 1993. Telford was discovered in 1991 and came on stream in 1996. Oil accounts for over 85% of production at Scott and around 50% at Telford.

Oil and gas is produced through numerous subsea wells and from wells drilled from the Scott platform. Oil is delivered to the Grangemouth, Scotland refinery via the Forties pipeline. Gas is exported via the SAGE pipeline to a terminal at St. Fergus in northeast Scotland.

In 2005, we plan to invest approximately $50 million to drill, complete, and tie-in five development wells, work-over several existing wells, and de-bottleneck and upgrade facilities on the Scott platform.

OTHER

We have a number of smaller discoveries on operated blocks near Scott, Buzzard or third-party facilities. Ettrick could be developed using a floating production facility, or tied-in to Buzzard (20 km away) once excess capacity is available. Exploitation projects near Scott such as Perth, Black Horse and Bugle are in various stages of evaluation. Farragon should begin producing in late-2005, with our 20%, non-operated share of production expected to reach between 3,000 and 4,000 boe/d before royalties in early 2006.

In 2005, we plan to drill at least four exploration wells and most are close to Scott/Telford or Buzzard.

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[Margin text: We have a number of smaller discoveries near Scott, Buzzard or third-party facilities.]

8

MIDDLE EAST - YEMEN

Yemen has been Nexen's most significant international region since first production on the Masila Block in 1993. We operate the country's largest oil project and have developed excellent relationships with the government and communities near our operations. Our success and reputation in Yemen opens doors elsewhere in the Middle East and around the world.

Our strategy here is to maximize value from our existing blocks while continuing to search for new fields in deeper horizons. We have two producing blocks:
Masila (Block 14) and East Al Hajr (Block 51). In 2004, we produced 107,300 bbls/d before royalties (53,500 after royalties) of oil, representing approximately 30% of 2004 cash flow. Proved reserves of 80 mmboe (133 before royalties) comprise approximately 18% of Nexen's total proved oil and gas reserves after royalties.

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[Graphic: Yemen map showing East Al Hajr block, Masila block, and Ash Shihr terminal]

MASILA BLOCK (BLOCK 14)

We have a 52% working interest in and operate the Masila Project. Our share of 2004 production was 106,200 bbls/d before royalties (52,500 after royalties). After more than 10 years of growth, our Masila fields have started maturing, but significant value still remains. Due to terms in the production sharing agreement, we still expect to generate approximately 40% of the total project cash flow from the remaining 20% of reserves.

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[Margin text: We expect to generate approximately 40% of the total project cash flow from the remaining 20% of the reserves.]

The first successful Masila exploratory well was drilled at Sunah in 1991, with additional discoveries quickly following at Heijah and Camaal. Initial production began in July 1993 with the first lifting of oil in August 1993. Masila Blend oil averages 31(degree) API at very low gas-oil ratios. Most of the oil is produced from the Upper Qishn formation, but we also produce from deeper formations including the Lower Qishn, Upper Saar, Saar, Madbi, Basal Sand, and basement formations.

We are managing our drilling pace to ensure we recover the remaining reserves in the most efficient, cost-effective manner. We still see 150 drillable locations and plan to drill 20 to 40 wells annually. In 2005, we plan to invest approximately $70 million to drill at least 20 wells and test deeper horizons where we have had recent success.

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[Graphic: Map of Masila block]

Masila is the largest oil project in Yemen. Each day, approximately 1.9 million barrels of fluid are produced and collected at our Central Processing Facility (CPF) through over 1,000 km of gathering lines. Water is separated at the field or CPF and re-injected via water disposal wells in an environmentally sensitive manner.

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[Margin text: Masila is the largest oil project in Yemen.]

Treated oil is pumped from the CPF via 138 km of pipeline to the export terminal at Ash-Shihr. This pipeline ships Masila, East Al Hajr and third-party crude. Oil is stored in one of six tanks (one 1,000,000 barrel tank and five 500,000 barrel tanks). From the tanks, oil travels through a sub-sea pipeline to a pipeline end manifold (PLEM) 4 km offshore in 50 metres of water. The oil moves through the PLEM up to a single point mooring buoy at the water surface and then through two floating pipelines into tankers.

The oil is shipped to primary customers in Asia. Masila Blend crude oil enjoys a strong market due to its quality, reliability of supply and a consolidated marketing approach. During 2004, we sold our Masila crude oil at an average discount of US$4.84/bbl to WTI.

9

Masila production is governed by a Production Sharing Agreement (PSA) signed in 1987 between the Government of Yemen and the Masila joint venture partners (Partners), including Nexen. Under the PSA, we have the right to produce oil from Masila into 2011 and to negotiate a five-year extension. Production is divided into cost recovery oil and profit oil. Cost recovery oil provides for the recovery of all exploration, development, and operating costs which are funded by the Partners. Costs are recovered from a maximum of 40% of production each year, as follows:

COSTS RECOVERY


Operating 100% in year incurred Exploration 25% per year for 4 years Development 16.7% per year for 6 years

The remaining production is profit oil shared between the Partners and the Government and is calculated on a sliding scale based on production. The Partners' share of profit oil ranges from 20 to 33%. The structure of the agreement moderates impact on the Partners' cash flows during periods of low prices. We recover our costs first, and then share any remaining profit oil with the Government. At current production levels, the Government is entitled to approximately 74% of the profit oil, which includes a component for Yemen income taxes payable by the Partners at 35%. In 2004, the Partners' share of Masila production, including recovery of past costs, was approximately 38%.

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[Graphic: schematic of Masila Block PSA]

EAST AL HAJR BLOCK (BLOCK 51)

We have an 87.5% working interest in and operate East Al Hajr. The first successful exploratory well was drilled at BAK-A in 2003, with the BAK-B discovery quickly following. Early production began in November 2004 and the field was producing 16,700 bbls/d before royalties at year-end. Full production is expected to grow to 25,000 bbls/d before royalties in mid-2005.

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[Graphic: Map of East Al Hajr block]

[Margin text: Full production from Block 51 is expected to grow to 25,000 bbls/d before royalties in mid-2005.]

Development of the BAK-A discovery began in 2004, and will initially include 16 wells, a central processing facility, a gathering system and a 22-km tieback to our Masila export pipeline. Additional development wells are planned throughout 2005. The BAK-B field will initially be developed with seven wells and will come on stream in late-2005.

In 2004, we drilled four exploration wells on the block. The first two wells were abandoned. The third well, BAK-I, encountered oil shows and will be production tested in early 2005 after we source the necessary testing equipment. The fourth exploration well, BAK-J, was suspended after encountering oil and gas shows associated with high formation pressures, and will be re-entered and deepened when suitable equipment is located and high-pressure drilling equipment is sourced.

In 2005, we plan to invest approximately $200 million to complete development of the BAK-A and BAK-B fields and continue exploring the block with four exploration wells.

10

This block is governed by a PSA between the Government of Yemen, and the Partners: The Yemen Company (an entity owned by the Government of Yemen) (12.5% interest) and Nexen (87.5% interest). The PSA expires in 2023 and we have the right to negotiate a five-year extension. Under the terms of the PSA, the Partners pay a royalty ranging from 3 to 10% to the Government depending on production. The remaining production is divided into cost recovery oil and profit oil. Cost recovery oil provides for the recovery of all of the project's exploration, development and operating costs, funded solely by Nexen. Costs are recovered from a maximum of 50% of production each year, as follows:

COSTS RECOVERY


Operating 100% in year incurred Exploration 75% per year, declining balance Development 75% per year, declining balance

The remaining production is profit oil that is shared between the Partners and the Government on a sliding scale based on production rates. The Partners' share of profit oil ranges from 20% to 30%. The Government's share of profit oil includes a component for Yemen income taxes payable by the Partners at a rate of 35%.

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[Graphic: schematic of Block 51 PSA]

OTHER EXPLORATION BLOCKS

In 2004, we relinquished our interest in exploration Blocks 11, 12, 36, 50, 54, and 59.

OFFSHORE WEST AFRICA

Offshore West Africa is a growing core area where we already have discoveries. It offers prolific reservoirs and multiple opportunities to invest in this oil-rich region. Our strategy here is to explore and develop our portfolio for medium- to long-term growth. We have three exploration projects underway-- OPL-222 and OML-115, offshore Nigeria and Block K, offshore Equatorial Guinea. We are also producing our final barrels from our Ejulebe field, offshore Nigeria.

In 2004, we invested $69 million of capital offshore West Africa, and expect to invest $84 million in 2005.

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[Graphic: Map of offshore West Africa showing Nexen production and exploration blocks]

[Margin text: Offshore West Africa is a growing core area where we already have discoveries.]

NIGERIA

BLOCK OML-109 - EJULEBE

Ejulebe is located in 45 feet of water on Block OML-109 in the Niger Delta, approximately 15 km offshore Nigeria. Crude oil production is transported through a pipeline to a third-party owned FPSO (floating production storage and off-loading vessel) where it is made available for sale and export. We operate the block under a risk service contract, requiring us to provide exploration, development and operatorship services and fund all costs in return for a service fee payable out of production from the block.

Ejulebe was still producing at year-end 2004. We expect to sell or abandon it in 2005. Abandonment would begin once government approvals have been obtained. No capital expenditures are proposed for 2005 other than abandonment expenditures.

11

BLOCK OPL-222

In 1998, we acquired a 20% non-operated interest in Block OPL-222, which includes 448,000 acres and is approximately 50 miles offshore in water depths ranging from 600 to 3,500 feet. The ongoing appraisal of the block indicates significant hydrocarbon accumulations based on the drilling results outlined below:

YEAR WELL LOCATION RESULTS ----------------------------------------------------------------------------------------------------------------- 1998 Ukot-1 Ukot field discovery well encountered three oil-bearing intervals and flowed at restricted rate of 13,900 bbls/d from two intervals 2002 Usan-1 Usan field discovery well encountered several oil-bearing intervals and flowed at restricted rate of 5,000 bbls/d from one interval 2003 Usan-2 3 km west of discovery appraised up-dip portion of the fault block 2003 Usan-3 2 km northwest of discovery appraised separate fault block and flowed at restricted rate of 5,600 bbls/d from one interval 2003 Ukot-2 3.5 km south of discovery encountered three oil-bearing intervals 2003 Usan-4 5 km south of discovery flowed at restricted rate of 4,400 bbls/d from first interval and 6,300 bbls/d from second interval 2004 Usan-5 6 km west of discovery sampled oil in several intervals 2004 Usan-6 4 km south of Usan-5 flowed at restricted rate of 5,800 bbls/d from one interval

[GRAPHICS OMITTED]
[Margin Graphic: Map of OPL-222 showing Nexen discoveries and prospects.]

[Margin Text: We have confirmed the presence of commercial quantities of oil on OPL-222.]

Usan-4 confirmed the presence of commercial quantities of crude oil and Usan-5 and Usan-6 have built on this to the west. The operator has applied to convert the block's licence to one or more Oil Mining Leases, which give 20 years to appraise, develop and produce the reserves. A field development plan for Usan is being prepared for submission to the government.

We plan additional exploration drilling on OPL-222 in 2005, and are now determining which prospects will be drilled.

BLOCK OML-115

The Nigerian Government formally approved the Deed of Assignment for OML-115 in December 2003, which assigned us a 40% interest in the block. Under the terms of our Joint Operating Agreement with Oriental Energy Resources Limited, we have a 100% paying interest and are entitled to between 90% and 95% of the revenues for an initial ten-year period. In 2004, we drilled a well on the Ameena prospect and did not find hydrocarbons. We expect to drill our next exploration well on the block in the first half of 2005.

EQUATORIAL GUINEA - BLOCK K

In 2003, we acquired a 25% operated interest in Block K, a deep-water block located 100 km offshore Equatorial Guinea. This interest was later increased to 50%. In 2004, we drilled a well on the Zorro prospect and found non-commercial quantities of hydrocarbons. We expect to drill our next exploration well on the block in the first half of 2005. We plan to meet all of the work commitments under the production sharing contract before the initial exploration period ends on June 1, 2005.

OTHER INTERNATIONAL

COLOMBIA

BOQUERON BLOCK - GUANDO

In 2000, we made our first discovery at Guando on our 20% non-operated Boqueron Block. Boqueron is located in the Upper Magdalena Basin of central Colombia, approximately 45 km southwest of Bogota. Our share of 2004 production averaged 4,800 bbls/d before royalties (4,400 after royalties), about 2% of Nexen's total production.

Production from Guando is subject to a 5% to 25% royalty depending on daily production levels. The corporate income tax rate is 38.5%.

[GRAPHIC OMITTED]
[Graphic: Map of Colombia showing Nexen producing and exploration blocks]

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EXPLORATION BLOCKS

Exploration activities in Colombia are focused on assessing potential drilling opportunities on captured blocks. In addition to Boqueron, we have interests in three exploration blocks in the Upper Magdalena Basin. Villarrica was acquired in 2000, El Queso in 2003 and Boqueron Deep in 2003.

BLOCK INTEREST (%) OPERATOR STATUS 2004 ACTIVITY -------------------------------------------------------------------------------------------------------- Boqueron Deep 40 non-operated shot 80 km of seismic Villarrica 50 operated received environmental license for possible 2005 exploration well El Queso 50 operated shot 70 km of seismic

The fiscal policy structure in Colombia was revised in 2004 to make the terms more competitive in the world market. In December 2004, El Queso was recognized under the new terms. The exploration commitments have been completed for the current phase of Villarrica. The seismic acquisition with Phase One at Boqueron Deep is complete, with processing and interpretation activities carrying forward in 2005. The Phase Two commitments at El Queso will be fulfilled in 2005 with the budgeted seismic program.

In 2005, we plan to drill one exploration well and acquire additional seismic information to help identify future drilling opportunities.

AUSTRALIA - BUFFALO

Since first production in 1999, the Buffalo field, offshore northwest Australia, has produced 53(degree) API crude oil using a fixed wellhead platform linked to a leased floating production storage and off-loading vessel.

We produced our final barrel of crude oil in late-2004, and averaged 2,700 bbls/d before royalties of oil for 2004. Field abandonment began in November 2004 and is expected to be completed in 2005. There were no capital expenditures in 2004, and other than abandonment expenditures, no further expenditures are expected in 2005 .

WESTERN CANADA

Our strategy in Canada is to maximize value from our core operations while we actively pursue emerging sources of supply. We continue to manage our mature conventional assets through selective development, cost control and asset dispositions. In 2004, we produced 59,900 boe/d before royalties (47,000 after royalties) from these assets, which was approximately 24% of Nexen's total production. At year-end 2004, proved reserves of 141 mmboe (164 before royalties) were approximately 31% of Nexen's total proved oil and gas reserves after royalties.

Our Canadian operations are concentrated in geographical regions based on commodity:

o light oil--in southeast Saskatchewan and northeast British Columbia;
o heavy oil--in west central Saskatchewan;
o natural gas--near Calgary, in northern Alberta foothills, southeast Alberta and Saskatchewan.

We operate most of our producing properties and hold 1.7 million net acres of undeveloped land across western Canada.

[GRAPHICS OMITTED]
[Margin text: Our Western Canadian strategy is to maximize value from core operations while pursuing emerging sources of supply.]

[Graphic: Map of Western Canada showing Nexen areas of operations.]

The core assets provide predictable production and earnings while we advance initiatives for future growth:

o coal bed methane (CBM) - focusing on Upper Mannville and Horseshoe Canyon coals and applying our experience in shallow gas drilling and water handling techniques
o enhanced oil recovery (EOR) - actively testing enhanced oil recovery technologies to increase recovery in our heavy oil fields.

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In 2004, we invested $175 million in Canada, with $148 million in our maturing core assets. In 2005, we plan to invest approximately $200 million, with $140 million allocated to our maturing core assets. From 2003 to 2005, we will have doubled our capital investment in CBM and EOR.

In Canada, the federal and provincial governments impose royalties on production at varying rates, ranging between 15% and 40%, from lands where they own the mineral rights. Some provinces also impose taxes on production from lands where they do not own the mineral rights. The Saskatchewan government assesses a resource surcharge on gross Saskatchewan resource sales of 3.6% that is reduced to 2.0% if the well was completed after October 1, 2002.

Profits earned in Canada from resource properties are subject to federal and provincial income taxes. In 2003, legislation was introduced to reduce the federal corporate income tax rate on income from Canadian oil and gas activities from 28% to 21% by 2007. Canadian entities are also subject to capital taxes.

[GRAPHIC OMITTED]
[Margin text: Our Western Canadian production is split: 20% light oil, 40% heavy oil and 40% natural gas.]

LIGHT OIL

Approximately 20% of our Canadian production is light oil.

We continue to develop and exploit our Hay property in northeast British Columbia. We discovered Hay in 1997 and started producing in April 2000. Hay is entering the final stage of development, with our focus on maximizing its value and evaluating remaining reserve potential.

Our operations in southeast Saskatchewan are characterized by mature fields producing medium-depth light oil. In 2004, we drilled 24 gross wells (19 net) as part of our capital program. Our 2005 plans include ongoing exploitation of these fields.

HEAVY OIL

Approximately 40% of our Canadian production is heavy oil.

Heavy oil is characterized by high specific gravity or weight and high viscosity or resistance to flow. Because of these features, heavy oil is more difficult and expensive to extract, transport and refine than other types of oil. Heavy oil also yields a lower price relative to light oil, as a smaller percentage of high value petroleum products can be refined from heavy oil.

Our heavy oil operations are in west central Saskatchewan. To maximize heavy oil returns, it is important to manage finding, development and operating costs. Our large production base and existing infrastructure helps. In 2004, we drilled 63 gross wells (52 net) as part of our capital program. In 2005, we plan to continue exploiting our existing fields through drilling and optimizing operations.

NATURAL GAS

Approximately 40% of our Canadian production is natural gas, produced primarily from shallow sweet reservoirs in southeast Alberta, southwest and northwest Saskatchewan and from deep sour gas near Calgary and in the northern Alberta foothills.

Shallow gas is natural gas produced from thin, shallow sand formations yielding sweet, low-pressure gas. In general, shallower gas targets are cheaper to drill and develop, but have relatively smaller reserves and lower productivity per well. We have been producing sour natural gas from our Balzac field northeast of Calgary since 1961. This sour gas is processed through our operated Balzac plant. We also have natural gas production from our Findley properties in the Alberta foothills and gas production associated with oil wells. In 2005, we expect to drill 126 gross wells (117 net).

Limited gas exploration activity is focused in the foothills of Alberta and in Montana and central Saskatchewan.

COAL BED METHANE (CBM)

CBM is commonly referred to as an unconventional form of natural gas because it is primarily stored through adsorption by coal in coal deposits rather than in the pore space of the rock like most conventional gas. The gas is released in response to a drop in reservoir pressure. If the coal deposit is water saturated, water generally needs to be extracted to reduce the pressure and allow gas production to occur. If the coal does not produce water and is "dry", gas will be produced from initial development. CBM fields are likely to require between two and eight gas wells per section to efficiently extract the natural gas. Regulatory approval is required to drill more than one well per section. As a result, the timing of drilling programs and land development can be uncertain. Water producing CBM wells in the United States generally show increasing gas production rates for a period of approximately one to three years before gas rates begin to decline.

At the end of 2004, our net undeveloped CBM land position was 285,000 acres. Most of this land is in the Fort Assiniboine region of Alberta, where our Corbett pilot project is located. We have also established positions in other prospective CBM areas in Alberta.

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[GRAPHIC OMITTED]
[Graphic: Alberta map showing Nexen lands and Corbett pilot location.]

Our CBM pilot at Corbett, operated by Trident Exploration, has established techniques to produce natural gas from the wet Upper Mannville coals. Commercial feasibility depends on achieving threshold production levels, which we hope to achieve in 2005. These coals are generally deeper than the Horseshoe Canyon "dry coal" play which is now being commercially developed in Alberta. During 2004, we expanded our Corbett pilot from 15 to 49 producing wells.

In 2005, besides the potential of initiating commercial development at Corbett, we will continue to evaluate other Mannville and Horseshoe Canyon CBM prospects and pursue new opportunities in CBM. Our capital expenditures in 2004 were approximately $30 million, and we plan to invest $45 million on CBM in 2005.

[GRAPHIC OMITTED]
[Margin text: A strong land position is critical to a successful CBM strategy.]

ENHANCED OIL RECOVERY (EOR)

Heavy oil reservoirs typically have lower recovery factors than conventional oil reservoirs, leaving substantial amounts of oil in the ground. This creates an opportunity to increase recovery factors by applying new technology. We are researching various technologies to enhance our heavy oil recovery with ongoing pilot projects in west central Saskatchewan.

ATHABASCA OIL SANDS

Our oil sands strategy is to economically develop our bitumen resource to provide low-risk, stable, future growth. Our strategy involves integrating bitumen production with field upgrading technology to produce a premium synthetic crude oil. Our oil sands strategy also includes our 7.23% investment in the Syncrude oil sands mining operation.

In 2001, we formed a 50/50 joint venture with OPTI Canada Inc. (OPTI Canada) to develop the Long Lake property (Lease 27) using steam-assisted-gravity-drainage (SAGD) for bitumen production and field upgrading with the OrCrude(TM) process, a technology to which OPTI Canada has the exclusive Canadian license. OPTI Canada has since reorganized its interest into OPTI Long Lake L.P. (OPTI). We also acquired from OPTI the exclusive right to use the technology within approximately 100 miles of Long Lake in collaboration with OPTI, and the right to use the technology independently elsewhere in the world.

[GRAPHIC OMITTED]
[Graphic: Alberta map of Nexen bitumen acreage for Long Lake]

We have 199,000 net acres of bitumen-prone lands located in the Athabasca oil sands of northeast Alberta, and plan to continue acquiring more. We plan to develop our bitumen lands in a phased manner using our integrated upgrading strategy. To begin exploiting this resource, we sanctioned and began development of our Long Lake Project in 2004.

In 1995, Alberta announced generic royalty terms for new oil sands projects that provide for a royalty rate of 25% on net revenues after all costs have been recovered, subject to a minimum 1% gross royalty. We expect to be subject to this royalty on our bitumen production and not our upgraded synthetic crude oil production.

[GRAPHIC OMITTED]
[Margin text: We continue to expand our bitumen holdings and plan to develop them in a phased manner using our integrated upgrading strategy.]

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LONG LAKE PROJECT

Our $3.5 billion Long Lake Project, the fourth and next major integrated oil sands project in Canada, received regulatory approval in 2003. The project consists of approximately 72,000 bbls/d of SAGD bitumen production integrated with a field upgrading facility using the OrCrude(TM) process and commercially available hydrocracking and gasification. The project is expected to produce approximately 60,000 bbls/d of premium synthetic crude oil with low sulphur content once the upgrader is on stream in the second half of 2007. The project is designed to generate its own fuel and electricity, resulting in significant operating cost savings compared to other bitumen production and upgrading projects and significantly lower price risk on input costs. By upgrading the bitumen to synthetic crude oil, we should also avoid price risk on the production. We are the operator of the Long Lake lease and are responsible for construction, development and operation of the SAGD project, while OPTI is responsible for the design, construction and operation of the upgrader. We will share the production and operating costs of the project equally with OPTI.

[GRAPHIC OMITTED]
[Margin text: We expect our share of phase one production from Long Lake to be 30,000 bbls/d of premium synthetic crude oil.]

The SAGD and upgrader integration, along with the proprietary processes, allows us to overcome three main economic hurdles of SAGD bitumen production: 1) cost of natural gas, 2) cost of diluent, and 3) the realized price of bitumen. The Project generates synthetic gas from internally produced asphaltenes for use as fuel. This essentially eliminates the need for purchasing natural gas. With the upgrading facilities located on site, expensive diluent is not required to transport the produced bitumen to market. Upgrading the bitumen into a highly desirable refinery feedstock or diluent supply enables the end product to command significantly higher prices than raw bitumen.

We plan to produce bitumen using SAGD, a proven technology now being commercialized at several locations in the region. SAGD involves drilling two parallel horizontal wells, generally between 2,300 and 3,300 feet in length with about 16 feet of vertical separation. Steam is injected into the shallower well, where it heats the bitumen that then flows by gravity to the deeper producing well. To optimize the project's well design, a three-well pair SAGD pilot was completed and is still operating. We also have interests in other SAGD projects at various stages of assessment outside of Long Lake.

[GRAPHICS OMITTED]
[Margin text: Our SAGD and upgrader integration allows us to limit our exposure to critical variables affecting the economics of SAGD bitumen production:
1) cost of natural gas, 2) cost of diluent, and 3) price of bitumen.]

[Graphic: schematic of SAGD production and well pair]

[Graphic: schematic of SAGD and Upgrader with OrCrude(TM) upgrading process]

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The OrCrude(TM) technology, using distillation, solvent deasphalting and thermal cracking, converts bitumen into partially upgraded sour crude oil and liquid asphaltenes. By coupling the OrCrude(TM) process with commercially available hydrocracking and gasification technologies, sour crude is upgraded to light (39(degree) API) premium synthetic crude oil and the asphaltenes are converted to a low-energy, synthetic fuel gas containing free hydrogen for use in the upgrading process. The synthetic fuel will be burned in a co-generation plant to produce steam for the SAGD operations and for on-site power. A 500-bbl/d demonstration plant successfully separated asphaltenes and upgraded over 250,000 bbls of various types of bitumen from the Cold Lake and Athabasca regions, including Long Lake bitumen. Combined SAGD, cogeneration, and upgrading operating costs are expected to average between $7 and $9/bbl.

[GRAPHIC OMITTED]
[Margin text: Combined SAGD cogeneration and upgrading costs are expected to average between $7 and $9/bbl.]

On February 12, 2004, our Board of Directors approved proceeding with commercial development of the Long Lake Project. Field construction work on the SAGD and upgrader facilities began in 2004, with above ground construction scheduled to begin in the first half of 2005. Commercial SAGD drilling of 78 well pairs began in September 2004, with expected completion by early 2006. At year-end, procurement of major equipment was substantially complete, with pricing as budgeted. First steam injection is scheduled to commence in 2006 and the upgrader is scheduled to start-up in the second half of 2007. We expect peak gross production to reach around 60,000 bbls/d before royalties of synthetic crude oil. We expect to maintain this rate over the project's life, estimated at 40 years, by periodically drilling additional SAGD well pairs.

We expect the gross capital cost for the Long Lake Project, including upgrader commissioning and start-up to total $3.5 billion ($1.75 billion, net to us). This is $98 million higher ($49 million, net to us) than the estimate at the time of sanctioning as we have accelerated the drilling of 13 well pairs to ensure we have sufficient bitumen supply to fill the upgrader. In 2004, we invested approximately $362 million and expect to invest $765 million in 2005. The spending in 2005 increases substantially because we are entering the construction phase of the commercial facilities. Ongoing sustaining capital is expected to average $2.50/bbl. We estimate the capital costs of producing and upgrading bitumen using this technology will be comparable to those for surface mining and coking upgrading on a barrel of daily production basis.

[GRAPHIC OMITTED]
Margin text: Our share of Long Lake capital costs to upgrader start-up is estimated at $1.75 billion.]

RESERVES, PRODUCTION AND RELATED INFORMATION
In addition to the tables below, we refer you to the Supplementary Data in Item 8 of this Form 10-K for information on our oil and gas producing activities. Nexen has not filed with nor included in reports to any other United States federal authority or agency, any estimates of total proved crude oil or natural gas reserves since the beginning of the last fiscal year.

NET SALES BY PRODUCT FROM CONTINUING OPERATIONS (INCLUDING SYNCRUDE)

(Cdn$ millions) 2004 2003 2002
Conventional Crude Oil and Natural Gas Liquids 1,856 1,590 1,374 Synthetic Crude Oil 321 240 245 Natural Gas 607 618 345 2,784 2,448 1,964


Crude oil (including synthetic crude oil) and natural gas liquids represent approximately 78% of our net sales, while natural gas represents the remaining 22%.

SALES PRICES AND PRODUCTION COSTS (EXCLUDING SYNCRUDE)

AVERAGE SALES PRICE (1) AVERAGE PRODUCTION COSTS (1) ----------------------------------------------------------- ---------------------------- 2004 2003 2002 2004 2003 2002 ------------------------ ---------------------------- Crude Oil and NGLs (Cdn$/bbl) Yemen 47.59 39.45 38.80 5.64 4.37 4.13 Canada (2) 36.60 32.37 31.13 11.76 10.00 8.98 United States 46.60 37.68 38.88 6.09 5.08 10.95 Australia (2) 51.22 43.14 40.30 35.73 20.21 12.14 United Kingdom 46.81 -- -- 8.26 -- -- Other Countries 43.07 38.22 38.96 4.09 9.01 10.69

Natural Gas (Cdn$/mcf) Canada (2) 5.76 5.64 3.57 0.85 0.65 0.70 United States 7.89 8.16 5.29 1.02 0.89 1.83 United Kingdom 8.28 -- -- -- -- -- ------------------------ -------------------------------

Notes:
(1) Prices and unit production costs are calculated using our working interest production after royalties.
(2) Includes results of discontinued operations. (See Note 11 to our Consolidated Financial Statements).

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PRODUCING OIL AND GAS WELLS (number of wells) 2004 ------------------------------------------------------------------------------------------------ OIL GAS TOTAL ------------------------ ---------------------- ---------------------- Gross (1) Net (2) Gross (1) Net (2) Gross (1) Net (2) United States 196 89 208 129 404 218 Yemen 371 195 -- -- 371 195 United Kingdom 27 12 -- -- 27 12 Canada 2,831 2,041 2,536 2,201 5,367 4,242 Nigeria 1 1 -- -- 1 1 Colombia 74 16 -- -- 74 16 ------------------------ ---------------------- ---------------------- Total 3,500 2,354 2,744 2,330 6,244 4,684 ======================= ====================== ====================== Notes:
(1) Gross wells are the total number of wells in which we own an interest.
(2) Net wells are the sum of fractional interests owned in gross wells.

OIL AND GAS ACREAGE (thousands of acres) 2004 ----------------------------------------------------------------------------------------------- DEVELOPED UNDEVELOPED (1) TOTAL ------------------ ------------------ ------------------ Gross Net Gross Net Gross Net United States 182 102 1,020 494 1,202 596 Yemen (2) 45 24 761 633 806 657 Nigeria (2), (3), (4) 1 1 524 128 525 129 Equatorial Guinea -- -- 1,106 553 1,106 553 Canada 909 695 2,754 1,680 3,663 2,375 Colombia (5) 1 -- 787 552 788 552 United Kingdom 44 19 1,598 708 1,642 727 Australia 1 1 -- -- 1 1 ------------------ ------------------ ------------------ Total 1,183 842 8,550 4,748 9,733 5,590 ================== ================== ================== Notes:
(1) Undeveloped acreage is considered to be those acres on which wells have not been drilled or completed to a point that would permit production of commercial quantities of crude oil and natural gas regardless of whether or not such acreage contains proved reserves.
(2) The acreage is covered by production sharing contracts.
(3) The acreage is covered by a risk service contract.
(4) The acreage is covered by a joint venture agreement.
(5) The acreage is covered by an association contract.

DRILLING ACTIVITY

(number of net wells) 2004 -------------------------------------------------------------------------------------------------------- NET EXPLORATORY NET DEVELOPMENT --------------------------------- ---------------------------------- Dry Dry Productive Holes Total Productive Holes Total Total United States 0.3 1.8 2.1 11.0 1.0 12.0 14.1 United Kingdom -- -- -- -- -- -- -- Yemen -- 2.0 2.0 37.3 0.5 37.8 39.8 Nigeria 0.4 1.0 1.4 -- -- -- 1.4 Canada 13.4 1.0 14.4 202.9 -- 202.9 217.3 Colombia -- -- -- 7.0 -- 7.0 7.0 Equatorial Guinea -- 0.5 0.5 -- -- -- 0.5 --------------------------------- ----------------------------------------------- Total 14.1 6.3 20.4 258.2 1.5 259.7 280.1 ================================== ===============================================

2003 -------------------------------------------------------------------------------------------------------- NET EXPLORATORY NET DEVELOPMENT --------------------------------- ---------------------------------- Dry Dry Productive Holes Total Productive Holes Total Total United States -- 0.5 0.5 8.3 0.1 8.4 8.9 Yemen 8.0 1.0 9.0 49.0 -- 49.0 58.0 Nigeria 0.6 -- 0.6 -- -- -- 0.6 Canada 15.4 1.7 17.1 157.7 2.5 160.2 177.3 Colombia -- 1.0 1.0 6.2 -- 6.2 7.2 Brazil -- 0.2 0.2 -- -- -- 0.2 --------------------------------- ----------------------------------------------- Total 24.0 4.4 28.4 221.2 2.6 223.8 252.2 ================================== ===============================================

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2002 -------------------------------------------------------------------------------------------------------- NET EXPLORATORY NET DEVELOPMENT --------------------------------- ---------------------------------- Dry Dry Productive Holes Total Productive Holes Total Total United States -- 1.4 1.4 14.9 0.6 15.5 16.9 Yemen -- 0.6 0.6 38.0 1.0 39.0 39.6 Canada 16.0 4.0 20.0 225.0 8.0 233.0 253.0 Australia -- -- -- 2.0 -- 2.0 2.0 Other Countries (1) 0.2 0.7 0.9 2.0 0.2 2.2 3.1 --------------------------------- ----------------------------------------------- Total 16.2 6.7 22.9 281.9 9.8 291.7 314.6 ================================== =============================================== Note:
(1) Other countries include drilling primarily in Nigeria, Colombia and Brazil.

WELLS IN PROGRESS

At December 31, 2004, we were in the process of drilling ten wells (5.7 net) in the United States, 29 wells (15.5 net) in Canada, four wells in Yemen (3.0 net), and one well in Colombia (0.2 net).

SYNCRUDE MINING OPERATIONS

We hold a 7.23% participating interest in Syncrude Canada Ltd. (Syncrude). This joint venture was established in 1975 to mine shallow oil sands deposits using open-pit mining methods, extract the bitumen from the oil sands, and upgrade the bitumen to produce a high-quality, light (32(degree) API), sweet, synthetic crude oil.

The Syncrude operation exploits a portion of the Athabasca oil sands deposit which contains bitumen in the unconsolidated sands of the McMurray formation. Ore bodies are buried beneath 50 to 150 feet of over-burden, have bitumen grades ranging from 4 to 14 weight percent, and ore bearing sand thickness of 100 to 160 feet.

Syncrude's operations are located on eight leases (10, 12, 17, 22, 29, 30, 31, and 34) covering 258,000 acres, 40 km north of Fort McMurray in northeast Alberta.

Syncrude mines oil sands at three mines: Base, North, and Aurora North. These locations are readily accessible by public road. At the Base Mine (lease 17), a dragline, bucket wheel reclaimers, and belt conveyors are used for mining and transporting oil sands. In the North Mine (leases 17 and 22) and in the Aurora North Mine (leases 10, 12, and 34), a truck-and-shovel and hydro-transport system is used.

The extraction facilities, which separate bitumen from oil sands, are capable of processing more than 240 million tons of oil sands per year and about 110 mmbbls of bitumen per year. To extract bitumen, the oil sands are mixed with water to form a slurry. Air and chemicals are added to separate bitumen from the sand grains. The process at the Base Mine uses hot water, steam, and caustic soda to create a slurry, while at the North Mine and the Aurora North Mine the oil sands are mixed with warm water to produce a slurry.

The extracted bitumen is fed into a vacuum distillation tower and two cokers for primary upgrading. The resulting products are then separated into naphtha, light gas oil, and heavy gas oil streams. These streams are hydrotreated to remove sulphur and nitrogen impurities to form light, sweet synthetic crude oil. Sulphur and coke, which are by-products of the process, are stockpiled for possible future sale. In 2004, the upgrading process yielded 0.86 barrels of synthetic crude oil per barrel of bitumen.

[GRAPHICS OMITTED]
[Graphic: Alberta map of Syncrude oil sands leases.]

[Margin text: The quality of Syncrude's synthetic crude oil typically allows it to be sold at a premium to WTI.]

The quality of Syncrude's synthetic crude oil typically allows it to be sold at a premium to WTI. In 2004, about 45% of the synthetic crude oil was sold to Edmonton area refineries and the remaining 55% was sold to refineries in eastern Canada and the mid-western United States.

Electricity is provided to Syncrude from two generating plants: a 270 MW plant and an 80 MW plant. Both plants are located at Syncrude and are owned by the Syncrude participants.

Since operations started in 1978, Syncrude has shipped more than 1.5 billion barrels of synthetic crude oil to Edmonton, Alberta by Alberta Oil Sands Pipeline Ltd. The pipeline was expanded in 2004 to accommodate increased Syncrude production.

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To the end of 2004, our total investment in the property, plant and equipment, including surface mining facilities, transportation equipment, and upgrading facilities is approximately $1 billion. Based on development plans, our share of future expansion and equipment replacement costs over the next 35 years is expected to be about $1.3 billion.

In 1999, the Alberta Energy and Utilities Board (AEUB) extended Syncrude's operating license for the eight oil sands leases through to 2035. The licence permits Syncrude to mine oil sands and produce synthetic crude oil from approved development areas on the oil sands leases. The leases are automatically renewable as long as oil sands operations are ongoing or the leases are part of an approved development plan. All eight leases are included in a development plan approved by the AEUB. There were no known commercial operations on these leases prior to the start-up of operations in 1978.

Syncrude pays a royalty to the Province of Alberta. Subsequent to 1987, this royalty was equal to 50% of Syncrude's deemed net profits after deduction of capital expenditures. In 1995, the Province announced generic royalty terms for new oil sands projects that provide for a royalty rate of 25% on net revenues after all costs have been recovered, subject to a minimum 1% gross royalty. In 1997, the Province of Alberta and the Syncrude owners agreed to move to the generic royalty terms when the total of all allowed capital costs incurred after December 31, 1995 equalled $2.8 billion (gross). That total was surpassed at the end of 2001.

In 1999, the AEUB approved an increase in Syncrude's production capacity to 465,700 bbls/d. At the end of 2001, Syncrude had increased its synthetic crude oil capacity to 246,500 bbls/d with the development of the Aurora North Mine which involved extending mining operations to a new location about 25 miles north of the main Syncrude site. In 2001, the Syncrude owners approved the third stage of the Syncrude expansion, which will increase capacity to 360,000 bbls/d in 2006. Due to higher engineering, manufacturing, and construction costs, the estimated costs of the Stage 3 expansion have increased from initial estimates of $4.1 billion to $7.8 billion. Nexen's share of the project costs was revised in May 2004 to $565 million, of which $440 million was incurred by year-end 2004. Activities in 2005 are focused on completing the upgrader expansion, as well as spending $415 million (Nexen's share is $30 million) to replace bitumen production capacity that will be lost with the closure of the depleted southwest quadrant of the Base Mine in early 2006.

[GRAPHIC OMITTED]
[Margin text: Syncrude's capacity expansion to 360,000 bbls/d should be complete in 2006.]

In 2004, Syncrude's production of marketable synthetic crude oil was 238,000 bbls/d. Nexen's share was 17,200 bbls/d before royalties.

The following table sets out certain operating statistics for the Syncrude operations:

2004 2003 2002


Total mined volume (1)
Millions of tons 389 380 375 Mined volume to oil sands ratio (1) 2.1 2.3 2.2

Oil sands processed
Millions of tons 188 168 173 Average bitumen grade (weight %) 11.1 11.0 11.2

Bitumen in mined oil sands
Millions of tons 21 18 19 Average extraction recovery (%) 87 89 90

Bitumen production (2)
Millions of barrels 103 92 98 Average upgrading yield (%) 86 86 86

Gross synthetic crude oil shipped (3)
Millions of barrels 87 77 84

Nexen's share of marketable crude oil
Millions of barrels before royalties 6.3 5.6 6.1 Millions of barrels after royalties 6.1 5.5 6.0

Notes:
(1) Includes pre-stripping of mine areas and reclamation volumes.
(2) Bitumen production in barrels is equal to bitumen in mined oil sands multiplied by the average extraction recovery and the appropriate conversion factor.
(3) Approximately 1.2% of the produced synthetic crude oil is used internally at Syncrude. The remaining synthetic oil is sold externally.

[GRAPHIC OMITTED]
[Margin text: In 2004, approximately 1.8 tons of oil sand produced 1 barrel of bitumen that was upgraded to 0.86 barrels of synthetic crude oil.]

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OIL AND GAS MARKETING

Our marketing group sells proprietary and third-party natural gas, crude oil and power in certain regional markets where we have built a solid physical asset base. This includes access to transportation, storage and facilities, as well as crude oil and natural gas we produce or acquire. We optimize the margin on our base business by trading around our access to these physical assets when market opportunities present themselves. We use financial and derivative contracts, including futures, forwards, swaps and options for hedging and for trading purposes.

Our marketing strategy is to:

o obtain competitive pricing on the sale of our own oil and gas production,

o provide market intelligence in support of our oil and gas operations,

o provide superior customer service to producers and consumers, and

o capitalize on market opportunities through low-risk trading based on our transportation and storage capacity.

This strategy aligns with our corporate focus to extract full value from our assets, and provides us with the market intelligence needed to deliver our current and future oil and gas production to market at competitive pricing.

GAS MARKETING
The marketing and trading of natural gas is our marketing division's largest revenue stream. We focus on key regional markets where we have a strategic presence - solid customer relationships, in-depth understanding of the market or established physical trading-based assets. We capture regional opportunities by managing supply, transportation and storage assets for producers and end users. In addition to the fee-for-service income we realize from managing these assets, we generate further net revenue by:

o capitalizing on location spreads (differences in prices between market locations) using our transportation assets, and

o capitalizing on time spreads (differences in price between summer and winter) using our storage assets.

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[Margin text: The marketing and trading of natural gas is our marketing division's largest revenue stream.]

We have offices in key regions including Calgary, Detroit and Houston. Our Calgary office provides a variety of services including supply, storage, and transportation management as well as netback pool arrangements and other customer services. Our customers include producers and consumers in Western Canada as well as consumers (including utilities) in Eastern Canada, the Northeastern United States and the US mid-continent. Our Detroit office works closely with Calgary to provide services to our customers. Our presence in Houston has established us in the Gulf Coast region where we have our own production.

We use our access to transportation and storage facilities to optimize returns for ourselves as well as our customers.

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[Margin text: We use our access to transportation and storage facilities to optimize returns.]

In 2004, we grew our asset base by acquiring physical gas purchase and sales contracts, as well as natural gas transportation capacity on favourable terms. This gave us access to new producer gas until 2008, as well as pipeline capacity and gas purchase and sales contracts to the end of 2004. The majority of these gas purchase and sales contracts have been renewed to the end of 2005. We also added storage capacity in key regional locations.

Our position as a physical marketer at multiple delivery points in key markets gives us the flexibility to capitalize on time and location spreads. With pipeline capacity, we can move gas from producing regions to take advantage of price differences. We can also use storage capacity to store less expensive summer gas in the ground until the winter heating season arrives.

In addition to transportation and storage assets, we hold financial contracts that allow us to capture profits around time and location spreads. The basis risk we assume on these contracts is based on solid fundamental analysis and in-depth knowledge of regional markets. The risk is managed proactively by our product group teams and monitored closely by our risk group, with regular reporting to management and the Board.

CRUDE OIL MARKETING

Our crude oil business focuses on marketing physical crude oil volumes to end use refiners. The crude oil group markets our own production and over 100,000 bbls/d of third-party field production to refiners from producing regions where we operate. In addition to physical marketing, we take advantage of quality differentials and time spreads.

Our North American operations focus on key regions supported by our offices in Calgary and Houston. In Western Canada, our producer services group concentrates on the procurement of a diversified supply base, while the trading team seeks to optimize the mix for sale to refiners. Traditionally, the

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Chicago area has been the key market for Western Canadian crude. The recent growth in our deep-water Gulf of Mexico crude oil production has given us the opportunity to expand our presence in that market through our Houston office.

Internationally, we focus on the physical marketing of our Yemen crude oil. In order to meet customer needs, we may occasionally market other regional crude types. In addition to our own crude, we market production for our partners and third parties in the Yemen region. By locating our international crude oil marketing office in Singapore, we are well positioned to serve both the producing region and the Asian refining market.

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[Margin text: Our international marketing group focuses on the physical marketing of our Yemen crude oil.]

Our crude oil marketing group also holds financial contracts that allow us to capture trading profits around time, quality and location spreads. The basis risk assumed is, like gas marketing, based on solid fundamental analysis and proprietary knowledge of regional markets, and it is managed and monitored closely by our risk group.

POWER MARKETING

Our power marketing group is responsible for optimizing the use of our 100 MW gas-fired combined-cycle power generation facility at Balzac, Alberta and for marketing power to larger commercial, industrial and municipal clients within Alberta. Our Balzac facility began operations in 2001. We expect to increase our power generation capacity with a 170 MW co-generation facility at Long Lake in 2007, and through our 70 MW Soderglen wind power project in southern Alberta in 2006. We have a 50% interest in each project.

CHEMICALS

We manufacture sodium chlorate and chlor-alkali products (chlorine, caustic soda and muriatic acid) in Canada and Brazil. This production is sold in North and South America, with a small amount of sodium chlorate distributed in Asia. Our manufacturing facilities are modern, reliable, and strategically located to capitalize on competitive power costs or transportation infrastructure to minimize production and delivery costs. This enables us to have reliable supplies and low costs, key factors for marketing bleaching chemicals.

The bleaching chemicals we produce are subject to commodity pricing structures. Our strategy for adding value in this business focuses on:

o improving our cost position,

o maintaining our market share,

o building a strong, sustainable North American customer base, and

o capturing new offshore opportunities.

Since 1999, we have made significant investments to grow our capacity, expand internationally and lower our overall cost structure, allowing us to improve our position in the bleaching chemicals industry.

The primary raw materials required to produce sodium chlorate and chlor-alkali products are electricity, salt, and fresh water. Electricity is the single largest operational cost, making up more than half of our cash costs. Labour is also a significant component of our manufacturing costs. Approximately 50% of our workforce is unionized, with collective agreements in place at all of our unionized plants.

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[Margin text: Our chemical facilities are modern, reliable, and strategically located to capitalize on competitive power costs or transporatation infrastructure.]

AVERAGE ANNUAL PRODUCTION CAPACITY

2004 2003 2002

Sodium Chlorate (short-tons)
North America 446,617 432,812 500,650 Brazil 70,213 70,213 57,320 Total 516,830 503,025 557,970

Chlor-alkali (short-tons)
North America 356,002 356,002 351,844 Brazil 109,430 109,430 97,462 Total 465,432 465,432 449,306


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NORTH AMERICA
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[Graphic: Canada map of chemical plant locations]

The North American pulp and paper industry consumes approximately 95% of local sodium chlorate production. We market our sodium chlorate production to numerous pulp and paper mills under multi-year contracts that contain price and volume provisions. Approximately 30% of this production is sold in Canada, 60% in the US, and the rest marketed offshore.

We are the third largest manufacturer of sodium chlorate in North America with five Canadian facilities: Nanaimo, British Columbia; Bruderheim, Alberta; Brandon, Manitoba; Amherstburg, Ontario; and Beauharnois, Quebec.

In October 2004, we completed an expansion of our Brandon, Manitoba plant by increasing capacity 33% to 260,000 tonnes per year. This expansion replaced higher-cost capacity idled in 2002 at Taft, Louisiana. Brandon is currently the world's largest sodium chlorate facility, and has one of the lowest cost structures in the industry, significantly enhancing our competitive position in North America.

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[Margin comment: Our Brandon plant is the world's largest sodium chlorate plant and one of the lowest cost producers in North America.]

Our chlor-alkali facility at North Vancouver, British Columbia manufactures caustic soda, chlorine and muriatic acid. Almost all of our caustic soda is consumed by local pulp and paper mills, while our chlorine is sold to various customers in the polyvinyl chloride, water purification and petrochemicals industries, primarily in the United States.

BRAZIL

We entered Brazil in 1999 by acquiring a sodium chlorate plant and a chlor-alkali plant from Aracruz Cellulose S.A., the leading Brazil manufacturer of pulp. The majority of the production is sold to Aracruz under a long-term sales agreement that expires in 2024. This agreement has an initial six year take-or-pay component that ends in 2005. Most of the chlorine and about 20% of the sodium chlorate production is sold in the merchant market under shorter-term contractual arrangements. In 2002, we completed expanding both facilities to meet Aracruz's growing needs. Chlorate production capacity is now 70,213 short-tons per year and chlor-alkali capacity is 109,430 short-tons per year.

ADDITIONAL FACTORS AFFECTING BUSINESS See Item 7 of this Form 10-K.

GOVERNMENT REGULATIONS

Our operations are subject to various levels of government controls and regulations in the countries in which we operate. These laws and regulations include matters relating to land tenure, drilling, production practices, environmental protection, marketing and pricing policies, royalties, various taxes and levies including income tax, and foreign trade and investment, all of which are subject to change from time to time. Current legislation is generally a matter of public record, and we are unable to predict what additional legislation or amendments may be proposed that will affect our operations or when any such proposals, if enacted, might become effective. However, we participate in many industry and professional associations and otherwise monitor the progress of proposed legislation and regulatory amendments.

ENVIRONMENTAL REGULATIONS

Our oil and gas and chemical operations are subject to government laws and regulations designed to protect and regulate the discharge of materials into the environment in the countries where we operate. We believe that our operations comply in all material respects with applicable environmental laws. To mitigate our exposure we apply industry standards, codes and best practices to meet or exceed these laws and regulations. From time to time, we may conduct activities in countries where environmental regulatory frameworks are in various stages of evolution. Where regulations are lacking, we observe Canadian standards where applicable, as well as internationally accepted industry environmental management practices.

We have an active Safety, Environment and Social Responsibility group that are responsible for ensuring that our worldwide operations are conducted in a safe, ethical and socially responsible manner. We have developed policies for continuing compliance with environmental laws and regulations in the countries in which we operate.

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ENVIRONMENTAL PROVISIONS AND EXPENDITURES

The ultimate financial impact of environmental laws and regulations is not clearly known nor can they be reasonably estimated as new standards continue to evolve in the countries in which we operate. We estimate our future environmental costs based on past experience and current regulations. At December 31, 2004, $468 million ($770 million, undiscounted) has been provided in our consolidated financial statements for asset retirement obligations relating to our oil and gas, Syncrude and chemicals facilities. During 2004, we increased our retirement obligations for future dismantlement and site restoration by $146 million primarily due to the acquisition of oil and gas properties in the North Sea.

During 2004, our capital expenditures for environmental-related matters, including environment control facilities, were approximately $31 million. Our operating expenditures for environmental-related matters were approximately $8 million. Environmental related and site restoration capital expenditures in 2005 are expected to be approximately $47 million, primarily from the remediation of our Australia and Nigeria oil producing areas.

EMPLOYEES

We had 3,247 employees on December 31, 2004.

Information on our executive officers is presented in Item 10 of this report.

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[Margin text: See page 125 for details on our executive officers.]