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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
   þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to          .   Commission file
    number: 1-12534
  Newfield Exploration
    Company
 (Exact name of registrant as
    specified in its charter)
  Delaware

72-1133047(State of
    incorporation)

(I.R.S. Employer
    Identification No.)363 North Sam Houston Parkway East,
    Suite 100,
    Houston, Texas(Address of principal
    executive offices)

77060(Zip Code)   Registrants telephone number, including area code:
 (281) 847-6000
  Securities Registered Pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $0.01 per share

New York Stock Exchange   Securities Registered Pursuant to Section 12(g) of the
    Act:
 None
  þ o
  o þ
  þ o
  Regulation S-T þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      Form 10-K.




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TABLE OF
    CONTENTS
   
 PageForward-Looking Information


1PART IItems 1 and 2.

Business and Properties


2Overview


2Strategy


22011 Outlook and Capital
    Investments


3Our Properties and Plans for 2011


4Reserves


6Drilling Activity


11Productive Wells


12Acreage Data


13Title to Properties


14Marketing


14Competition


14Employees


14Regulation


14Commonly Used Oil and Gas Terms


19Item 1A.

Risk Factors


21Item 1B.

Unresolved Staff Comments


29Item 3.

Legal Proceedings


29Item 4.

Submission of Matters to a Vote of Security
    Holders


29Executive Officers of the Registrant


30PART IIItem 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


31Market for Common Stock


31Dividends


31Issuer Purchases of Equity
    Securities


31Stockholder Return Performance
    Presentation


32Item 6.

Selected Financial Data


33Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


34Overview


34Results of Operations


35Liquidity and Capital Resources


41Proved Reserves


44Contractual Obligations


46Oil and Gas Hedging


48Off-Balance Sheet Arrangements


49Critical Accounting Policies and
    Estimates


49New Accounting Requirements


54Regulation


55 i




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PageItem 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


56Oil and Gas Prices


56Interest Rates


56Foreign Currency Exchange Rates


56Item 8.

Financial Statements and Supplementary Data


57Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


106Item 9A.

Controls and Procedures


106Disclosure Controls and Procedures


106Managements Report on Internal
    Control over Financial Reporting and Report of Independent
    Registered Public Accounting Firm


106Changes in Internal Control over
    Financial Reporting


106Item 9B.

Other Information


106PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


107Corporate Code of Business Conduct
    and Ethics


107Corporate Governance Materials


107Item 11.

Executive Compensation


107Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


107Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


107Item 14.

Principal Accounting Fees and Services


107PART IVItem 15.

Exhibits and Financial Statement Schedules


108Financial Statements


108Financial Statement Schedules


108Exhibits


108EX-10.25EX-10.27EX-10.28EX-10.29EX-10.30EX-10.31EX-10.32EX-10.33EX-21.1EX-23.1EX-24.1EX-31.1EX-31.2EX-32.1EX-32.2   ii




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If you are not familiar with any of the oil and gas terms
    used in this report, we have provided explanations of many of
    them under the caption Commonly Used Oil and Gas
    Terms at the end of Items 1 and 2 of this report.
    Unless the context otherwise requires, all references in this
    report to Newfield, we, us
    or our are to Newfield Exploration Company and its
    subsidiaries. Unless otherwise noted, all information in this
    report relating to oil and gas reserves and the estimated future
    net cash flows attributable to those reserves are based on
    estimates we prepared and are net to our interest.
 Forward-Looking
    Information    
    oil and gas prices;
    general economic, financial, industry or business conditions;
    the impact of legislation and governmental regulations;
    the impact of regulatory approvals;
    the availability and cost of capital to fund our operations and
    business strategies;
    the ability and willingness of current or potential lenders,
    hedging contract counterparties, customers, and working interest
    owners to fulfill their obligations to us or to enter into
    transactions with us in the future on terms that are acceptable
    to us;
    the availability of transportation and refining capacity for the
    crude oil we produce from our Monument Butte field;
    drilling results;
    the prices of goods and services;
    the availability of drilling rigs and other support services;
    labor conditions;
    weather conditions, and changes in weather patterns, including
    adverse conditions and changes in patterns due to climate change;
    environmental liabilities that are not covered by an effective
    indemnity or insurance;
    changes in tax rates;
    changes in estimates of reserves;
    the effect of worldwide energy conservation measures;
    the price and availability of, and demand for, competing energy
    sources; and
    the other factors affecting our business described below under
    the caption Risk Factors.  Business and Properties Risk Factors Legal
    Proceedings Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations Quantitative and
    Qualitative Disclosures About Market Risk
 1




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PART I
  Items 1
    and 2.Business and Properties
    www.newfield.com Form 10-K, Form 10-Q Form 8-K,
  Overview      2010 Proved Reserves by Area

2010 Probable Reserves by Area

2011 Estimated Production by Area[PIE CHART]

[PIE CHART]

[PIE CHART]3.7 Tcfe

2.5 Tcfe

312-323 Bcfe   Strategy    
    focusing on unconventional, domestic resource plays of scale,
    characterized by large acreage positions and deep inventories of
    low risk drilling opportunities;
    growing reserves through an active drilling program,
    supplemented with select acquisitions;
    focusing on select geographic areas and allocating capital to
    the best growth opportunities;
    controlling operations and costs; and
    attracting and retaining a quality workforce through equity
    ownership and other performance-based incentives.  Focus on Unconventional Resource Plays of
    Scale.
 2




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Drilling Program.
  Acquisitions.
  Geographic Focus.
  Control of Operations and Costs.
  Equity Ownership and Incentive
    Compensation.
  2011
    Outlook and Capital Investments  8-12%
    
    3




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Our
    Properties and Plans for 2011  Resource
    Plays
    Mid-Continent.
  Woodford Shale.
    held-by-production. 40-acre
  Granite Wash.
  Rocky Mountains.
  Greater Monument Butte.
 4




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20-acre
    Williston Basin/Southern Alberta Basin.
  Green River Basin.
  Onshore Texas.
  Appalachia.
  Conventional
    Plays
    Onshore Texas.
  Gulf of Mexico.
 5




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International.
  Reserves  Concentration
  Reserves Concentration.
  Percentage of

Percentage ofProved Reserves

Probable ReservesLocated domestically


94



95Located onshore


91



9310 largest fields


85



962 largest fields


61



79   Largest Fields. Managements Discussion and Analysis of Financial
    Condition and Results of Operations 
  Year Ended December 31,2010

2009

2008Production:Natural gas (Bcf):Monument Butte


5.6



4.5



5.1Woodford Shale


76.8



61.4



52.1Oil and condensate (MBbls):Monument Butte


4,670



4,080



3,471Woodford Shale


71



37



10Average Realized Prices:Natural gas (per Mcf):Monument Butte

$
4.16


$
2.80


$
3.62Woodford Shale

$
3.86


$
3.19


$
6.66Oil and condensate (per Bbl):Monument Butte

$
65.26


$
48.21


$
81.48Woodford Shale

$
74.23


$
53.49


$
97.23Production Cost:Monument Butte (per BOE)

$
8.91


$
7.65


$
9.66Woodford Shale (per Mcfe)

$
0.94


$
0.82


$
1.06  6




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Estimated
    Reserves
      Actual quantities
    of oil and gas reserves and future cash flows from those
    reserves will most likely vary from our estimates Managements Discussion and Analysis of Financial
    Condition and Results of Operations 
 7




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Oil and


NaturalCondensate


Gas


Total(MMBbls)


(Bcf)


(Bcfe)(1)Proved ReservesProved Developed Reserves:Domestic


90



1,505



2,045International:Malaysia


15







91China


5







28Total International


20







119Total Proved Developed


110



1,505



2,164Proved Undeveloped Reserves:Domestic


80



987



1,462International:Malaysia


13







78China


1







8Total International


14







86Total Proved Undeveloped


94



987



1,548Total Proved Reserves


204



2,492



3,712Probable ReservesProbable Developed Reserves:Domestic


1



23



29International:Malaysia


1







5China










Total International


1







5Total Probable Developed


2



23



34Probable Undeveloped Reserves:Domestic


85



1,815



2,325International:Malaysia


4







23China


15







91Total International


19







114Total Probable Undeveloped


104



1,815



2,439Total Probable Reserves


106



1,838



2,473     (1)
    
    Billion cubic feet equivalent determined using the ratio of six
    Mcf of natural gas to one barrel of crude oil or condensate. 8




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Proved Reserves.
  2011-2015 2011-2015
  2008-2010,
  Probable Reserves.
    2011-2015 3-D and/or
 9




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Reserves Sensitivities. first-day-of-the-month
  2011-2015
     10




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##### Table of Contents



Drilling
    Activity    2010


2009


2008Gross


Net


Gross


Net


Gross


NetExploratory wells:Domestic:Productive(1)


360



215.6



273



153.1



385



217.4Nonproductive(2)


6



3.0



8



4.8



20



15.4International:China:Productive(3)










1



1.0



2



1.1Nonproductive(4)


2



2.0











1



1.0Malaysia:Productive(5)


1



0.4



1



0.4



5



2.6Nonproductive(6)


3



2.6















International Total:Productive


1



0.4



2



1.4



7



3.7Nonproductive


5



4.6











1



1.0Exploratory well total


372



223.6



283



159.3



413



237.5Development wells:Domestic:Productive


243



189.8



128



98.7



175



138.2Nonproductive


















4



3.0International:China:Productive


5



0.6



12



1.4



6



0.7Nonproductive


















2



0.2Malaysia:Productive


7



4.3



5



2.8



7



4.2Nonproductive


1



0.6















International Total:Productive


12



4.9



17



4.2



13



4.9Nonproductive


1



0.6











2



0.2Development well total


256



195.3



145



102.9



194



146.3     (1)
    
    Includes 126 gross (91.1 net), 29 gross (17.7 net) and
    38 gross (27.1 net) wells in 2010, 2009 and 2008,
    respectively, that are not exploitation wells.(2)
    
    Includes 6 gross (3.0 net), 3 gross (1.3 net) and
    9 gross (7.5 net) wells in 2010, 2009 and 2008,
    respectively, that are not exploitation wells.(3)
    
    Includes 1 gross (1.0 net) well in each of 2009 and 2008
    that is not an exploitation well.(4)
    
    Includes 2 gross (2.0 net) wells in 2010 that are not
    exploitation wells. The well in 2008 is not an exploitation well.(5)
    
    Includes 1 gross (0.4 net), 1 gross (0.4 net) and
    2 gross (1.1 net) wells in 2010, 2009 and 2008,
    respectively, that are not exploitation wells.(6)
    
    Includes 2 gross (2.0 net) wells in 2010 that are not
    exploitation wells.   11




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Productive
    Wells    Company


Outside


TotalOperated Wells


Operated Wells


Productive WellsGross


Net


Gross


Net


Gross


NetDomestic:Offshore:Oil










4



1.0



4



1.0Natural gas


6



3.8



3



0.9



9



4.7Onshore:Oil


2,343



1,887.6



702



76.1



3,045



1,963.7Natural gas


1,723



1,361.3



1,455



309.4



3,178



1,670.7Total Domestic:Oil


2,343



1,887.6



706



77.1



3,049



1,964.7Natural gas


1,729



1,365.1



1,458



310.3



3,187



1,675.4International:Offshore China:Oil










35



4.2



35



4.2Offshore Malaysia:Oil


18



10.8



25



12.5



43



23.3Total International:Oil


18



10.8



60



16.7



78



27.5Total:Oil


2,361



1,898.4



766



93.8



3,127



1,992.2Natural gas


1,729



1,365.1



1,458



310.3



3,187



1,675.4Total


4,090



3,263.5



2,224



404.1



6,314



3,667.6   day-to-day
 12




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Acreage
    Data    Developed


UndevelopedAcres


AcresGross


Net


Gross


Net(In thousands)Domestic:Offshore


86



20



548



330Onshore:Mid-Continent


624



351



131



60Rocky Mountains


250



154



970



696Gulf Coast


595



473



321



216Appalachia










74



37Total Onshore


1,469



978



1,496



1,009Total Domestic


1,555



998



2,044



1,339International:Offshore China


22



3



382



382Offshore Malaysia


192



98



2,285



838Total International


214



101



2,667



1,220Total


1,769



1,099



4,711



2,559     Undeveloped Acres Expiring2011


2012


2013


2014


2015Gross


Net


Gross


Net


Gross


Net


Gross


Net


Gross


Net(In thousands)Domestic:Offshore


11



7



57



18



76



70



40



20



6



3Onshore:Mid-Continent


18



7



34



20



72



30



4



1



1



1Rocky Mountains


163



102



57



45



47



29



50



32



60



32Gulf Coast


103



52



66



55



23



17



11



6



1



Total Onshore


284



161



157



120



142



76



65



39



62



33Total Domestic


295



168



214



138



218



146



105



59



68



36International:Offshore China


















382



382















Offshore Malaysia


1,098



443











1,187



395















Total International


1,098



443











1,569



777















Total


1,393



611



214



138



1,787



923



105



59



68



36  13




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Title to
    Properties   Marketing  Major
    Customers There is limited transportation and refining capacity
    for our black wax crude oil, which may limit our ability to sell
    our current production or to increase our production at Monument
    Butte in the Uinta Basin
 Competition   Employees   Regulation  We are subject to complex laws that
    can affect the cost, manner or feasibility of doing
    business the potential adoption of
    federal and state legislative and regulatory initiatives related
    to hydraulic fracturing could result in operating restrictions
    or delays in the completion of oil and gas wells.
  Federal Regulation of Sales and Transportation of Natural
    Gas.
 14




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and/or
  Federal Regulation of Sales and Transportation of Crude
    Oil.
  Federal Leases.
 15




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State and Local Regulation of Drilling and
    Production.
  Environmental Regulations.
   16




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17




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18




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International Regulations.
 Commonly
    Used Oil and Gas Terms    Barrel or Bbl.
  Basis risk.
  Bcf.
  Bcfe.
  BLM.
  BOE.
  BOEMRE.
  BOEPD.
  BOPD.
  Btu.
  Completion.
  Deepwater.
  Developed acreage.
  Development well.
  Exploitation well.
  Exploration well.
  FERC.
  FPSO.
 19




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Field.
  Gross acres or gross wells.
  Infill drilling or infill well.
  MBbls.
  MBOE.
  Mcf.
  Mcfe.
  MMBbls.
  MMBOE.
  MMBtu.
  MMcfe/d.
  MMMBtu.
  Net acres or net wells.
  NYMEX.
  NYMEX Henry Hub.
  Probable reserves. Rule 4-10(a)(18) Regulation S-X.
  Productive well.
  Proved developed reserves. Rule 4-10(a)(6) Regulation S-X.
  Proved reserves.
  Proved undeveloped reserves. Rule 4-10(a)(31) Regulation S-X.
 20




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Reserve life index.
  Shelf.
  Tcfe.
  Unconventional resource
    plays.
  Undeveloped acreage.
  Working interest.
  Item 1A.
    Risk
    Factors    Oil and gas prices fluctuate widely, and lower prices for
    an extended period of time are likely to have a material adverse
    impact on our business.
    
    the domestic and foreign supply of oil, natural gas and natural
    gas liquids;
    the price and availability of, and demand for, alternative fuels;
    weather conditions and climate change;
    changes in supply and demand;
    world-wide economic conditions;
    the price of foreign imports;
    the availability, proximity and capacity of transportation
    facilities and processing facilities;
    the level and effect of trading in commodity futures markets,
    including commodity price speculators and others;
    political conditions in oil and gas producing regions; and
    the nature and extent of domestic and foreign governmental
    regulations and taxation, including environmental regulation. 21




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We have substantial capital requirements to fund our
    business plans, and a continued slow recovery of the economy and
    the financial markets in 2011 or another decline or crisis as
    was experienced in late 2008 and 2009 could negatively impact
    our ability to execute our business
    plan.
  To maintain and grow our production and cash flow, we must
    continue to develop existing reserves and locate or acquire new
    reserves.
  Actual quantities of oil and gas reserves and future cash
    flows from those reserves will most likely vary from our
    estimates.
  
    the quality and quantity of available data;
    the interpretation of that data;
    the accuracy of various mandated economic assumptions; and
    the judgment of the persons preparing the estimate.      first-day-of-the-month
 22




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Our use of oil and gas price hedging contracts may limit
    future revenues from price increases and involves the risk that
    our counterparties may be unable to satisfy their obligations to
    us. 12-24 months
    Federal legislation regarding derivatives could have an
    adverse effect on our ability and cost of entering into
    derivative transactions. over-the-counter
  There is limited transportation and refining capacity for
    our black wax crude oil, which may limit our ability to sell our
    current production or to increase our production at Monument
    Butte in the Uinta Basin.
 23




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Drilling is a high-risk activity.
  
    costs of, or shortages or delays in the availability of,
    drilling rigs, equipment and materials;
    adverse weather conditions and changes in weather patterns;
    unexpected drilling conditions;
    pressure or irregularities in formations;
    embedded oilfield drilling and service tools;
    equipment failures or accidents;
    lack of necessary services or qualified personnel;
    availability and timely issuance of required governmental
    permits and licenses;
    availability, costs and terms of contractual arrangements, such
    as leases, pipelines and related facilities to gather, process
    and compress, transport and market natural gas, crude oil and
    related commodities; and
    compliance with, or changes in, environmental, tax and other
    laws and regulations.  We are subject to complex laws that can affect the cost,
    manner or feasibility of doing business.
  
    the amounts and types of substances and materials that may be
    released into the environment;
    response to unexpected releases to the environment;
    reports and permits concerning exploration, drilling, production
    and other operations;
    the spacing of wells;
    unitization and pooling of properties;
    calculating royalties on oil and gas produced under federal and
    state leases; and
    taxation.  clean-up
 24




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over-the-counter
      The potential adoption of federal and state legislative
    and regulatory initiatives related to hydraulic fracturing could
    result in operating restrictions or delays in the completion of
    oil and gas wells.
 25




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Lower oil and gas prices and other factors have resulted
    in ceiling test writedowns in the past and may in the future
    result in additional ceiling test writedowns or other
    impairments.
    The oil and gas business involves many operating risks
    that can cause substantial losses, and insurance may not protect
    us against all of these risks.
  
    fires and explosions;
    blow-outs;
    uncontrollable or unknown flows of oil, gas, formation water or
    drilling fluids;
    adverse weather conditions or natural disasters;
    pipe or cement failures and casing collapses;
    pipeline ruptures;
    discharges of toxic gases; 26




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
    build up of naturally occurring radioactive materials; and
    vandalism.    
    injury or loss of life;
    severe damage or destruction of property and equipment, and oil
    and gas reservoirs;
    pollution and other environmental damage;
    investigatory and
    clean-up
    responsibilities;
    regulatory investigation and penalties;
    suspension of our operations; and
    repairs to resume operations.        The marketability of our production is dependent upon
    transportation and processing facilities over which we may have
    no control.
  Exploration in deepwater involves significant financial
    risks, and we may be unable to obtain the drilling rigs or
    support services necessary for our deepwater drilling and
    development programs in a timely manner or at acceptable
    rates.
 27




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We have risks associated with our
    non-U.S. operations.
  
    currency restrictions and exchange rate fluctuations;
    loss of revenue, property and equipment as a result of
    expropriation, nationalization, war or insurrection;
    increases in taxes and governmental royalties;
    forced renegotiation of, or unilateral changes to, or
    termination of contracts with governmental entities and
    quasi-governmental agencies;
    changes in laws and policies governing operations of
    non-U.S. based
    companies;
    our limited ability to influence or control the operation or
    future development of these non-operated properties;
    the operators expertise or other labor problems;
    difficulties enforcing our rights against a governmental entity
    because of the doctrine of sovereign immunity and foreign
    sovereignty over international operations; and
    other uncertainties arising out of foreign government
    sovereignty over our international operations.  non-U.S. courts non-U.S. persons
  We may be subject to risks in connection with
    acquisitions.
  
    recoverable reserves;
    future oil and gas prices and their appropriate differentials;
    operating costs; and
    potential environmental and other liabilities.    Competition for experienced technical personnel may
    negatively impact our operations or financial
    results.
  There is competition for available oil and gas
    properties.
 28




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Our certificate of incorporation, bylaws, some of our
    arrangements with employees and Delaware law contain provisions
    that could discourage an acquisition or change of control of our
    company.
  Item 1B.
    Unresolved
    Staff Comments    Item 3.
    Legal
    Proceedings      Item 4.
    Submission
    of Matters to a Vote of Security Holders   29




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Executive
    Officers of the Registrant
   Total Yearsof ServicewithName

Age

Position

NewfieldLee K. Boothby


49


President, Chief Executive Officer and Chairman of the Board


11Gary D. Packer


48


Executive Vice President and Chief Operating Officer


15Terry W. Rathert


58


Executive Vice President and Chief Financial Officer


21George T. Dunn


53


Vice President  Mid-Continent


18Daryll T. Howard


48


Vice President  Rocky Mountains


14John H. Jasek


41


Vice President  Onshore Gulf Coast


11William D. Schneider


59


Vice President  Gulf of Mexico and International


22John D. Marziotti


47


General Counsel and Secretary


7Brian L. Rickmers


42


Controller and Assistant Secretary


17     Lee K. Boothby
  Gary D. Packer
  Terry W. Rathert
  George T. Dunn
  Daryll T. Howard
  John H. Jasek
  William D. Schneider
  John D. Marziotti
 30




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PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities Market
    for Common Stock    High

Low2009:First Quarter

$
26.50


$
17.09Second Quarter


38.74



21.65Third Quarter


46.62



27.92Fourth Quarter


51.27



39.262010:First Quarter

$
55.20


$
47.21Second Quarter


60.50



44.81Third Quarter


57.99



46.11Fourth Quarter


73.58



56.702011:First Quarter (through February 22, 2011)

$
76.55


$
65.72    Dividends  5 8 1 8 7 8
 Issuer
    Purchases of Equity Securities    Maximum NumberTotal Number of


(or ApproximateShares Purchased


Dollar Value) ofTotal Number of





as Part of Publicly


Shares that May YetShares


Average Price


Announced Plans


be Purchased UnderPeriod

Purchased(1)


Paid per Share


or Programs


the Plans or ProgramsOctober 1  October 31, 2010


12,596


$
58.42







November 1  November 30, 2010


10,332



61.95







December 1  December 31, 2010


2,918



66.24







Total


25,846


$
60.71







     (1)
    
    All of the shares repurchased were surrendered by employees to
    pay tax withholding upon the vesting of restricted stock awards
    and restricted stock units. These repurchases were not part of a
    publicly announced program to repurchase shares of our common
    stock. 31




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##### Table of Contents



Stockholder
    Return Performance Presentation    
    $100 was invested in our common stock, the S&P 500 Index,
    and our peer group on December 31, 2005 at the closing
    price on such date;
    investment in our peer group was weighted based on the stock
    market capitalization of each individual company within the peer
    group at the beginning of the period; and
    dividends were reinvested on the relevant payment dates.  Peer Group.
  Comparison
    of 5 Year Cumulative Total Return
  
   Total Return Analysis


12/31/2005


12/31/2006


12/31/2007


12/31/2008


12/31/2009


12/31/2010Newfield Exploration Company


$
100.00



$
91.76



$
105.25



$
39.44



$
96.31



$
144.00Peer Group


$
100.00



$
98.71



$
148.53



$
84.71



$
136.76



$
146.36S&P 500


$
100.00



$
115.79



$
122.16



$
76.97



$
97.32



$
111.98  32




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##### Table of Contents



Item 6.
    Selected
    Financial Data  SELECTED
    FIVE-YEAR FINANCIAL AND RESERVE DATA
  Business and Properties Managements Discussion and
    Analysis of Financial Condition and Results of Operations,
  Year Ended December 31,2010(1)

2009(1)

2008

2007

2006(In millions, except per share data)Income Statement Data:Oil and gas revenues

$
1,883


$
1,338


$
2,225


$
1,783


$
1,673Income (loss) from continuing operations


523



(542
)


(373
)


172



610Net income (loss)


523



(542
)


(373
)


450



591Earnings (loss) per share:Basic Income (loss) from continuing operations


3.97



(4.18
)


(2.88
)


1.35



4.82Net income (loss)


3.97



(4.18
)


(2.88
)


3.52



4.67Diluted Income (loss) from continuing operations


3.91



(4.18
)


(2.88
)


1.32



4.73Net income (loss)


3.91



(4.18
)


(2.88
)


3.44



4.58Weighted-average number of shares outstanding for
    basic earnings per share


132



130



129



128



127Weighted-average number of shares outstanding fordiluted earnings per share


134



130



129



131



129Cash Flow Data:Net cash provided by continuing operating activities

$
1,630


$
1,578


$
854


$
1,166


$
1,392Net cash used in continuing investing activities


(1,951
)


(1,356
)


(2,253
)


(865
)


(1,552
)Net cash provided by (used in) continuing financingactivities


282



(168
)


1,173



(117
)


174Balance Sheet Data (at end of period):Total assets

$
7,494


$
6,254


$
7,305


$
6,986


$
6,635Long-term debt


2,304



2,037



2,213



1,050



1,048Proved Reserves Data (at end of period):Oil and condensate (MMBbls)


204



169



140



114



114Gas (Bcf)


2,492



2,605



2,110



1,810



1,586Total proved reserves (Bcfe)


3,712



3,616



2,950



2,496



2,272Present value of estimated future after-tax net cashflows

$
4,754


$
2,864


$
2,929


$
4,531


$
3,447     (1)
    
    Effective December 31, 2009, we adopted revised
    authoritative accounting and disclosure requirements for oil and
    gas reserves. As a result, 2010 and 2009 disclosures are not on
    a basis comparable to the prior years. Please see Item 7,
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations New
    Accounting Requirements, of this report. 33




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations Overview      Oil and Gas Prices.
  
    the amount of cash flows available for capital expenditures;
    our ability to borrow and raise additional capital;
    the quantity of oil and gas that we can economically
    produce; and
    the accounting for our oil and gas activities including among
    other items, the determination of ceiling test writedowns.  Lower oil and gas prices and other factors have
    resulted in ceiling test writedowns in the past and may in the
    future result in additional ceiling test writedowns or other
    impairments
    Reserve Replacement. Business and Properties  Proved Reserves.
  Significant Estimates.
  
    the quantity of our proved oil and gas reserves;
    the timing of future drilling, development and abandonment
    activities;
    the cost of these activities in the future;
    the fair value of the assets and liabilities of acquired
    companies;
    the fair value of our financial instruments including derivative
    positions; and
    the fair value of stock-based compensation. 34




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##### Table of Contents



Accounting for Hedging Activities. mark-to-market Commodity Derivative
    Activities
 Results
    of Operations  Revenues.
  period-to-period period-to-period
 35




---



##### Table of Contents



Year Ended December 31,2010

2009

2008Production(1):Domestic:Natural gas (Bcf)


196.0



174.3



172.9Oil and condensate (MBbls)


8,498



7,059



6,136Total (Bcfe)


247.0



216.7



209.8International:Natural gas (Bcf)










Oil and condensate (MBbls)


6,057



6,120



4,439Total (Bcfe)


36.3



36.7



26.6Total:Natural gas (Bcf)


196.0



174.3



172.9Oil and condensate (MBbls)


14,555



13,179



10,575Total (Bcfe)


283.3



253.4



236.4Average Realized
    Prices(2):Domestic:Natural gas (per Mcf)

$
4.25


$
3.48


$
7.65Oil and condensate (per Bbl)


69.03



51.19



86.84Natural gas equivalent (per Mcfe)


5.78



4.47



8.85International:Natural gas (per Mcf)

$



$



$
Oil and condensate (per Bbl)


75.27



59.72



82.03Natural gas equivalent (per Mcfe)


12.54



9.95



13.67Total:Natural gas (per Mcf)

$
4.25


$
3.48


$
7.65Oil and condensate (per Bbl)


71.62



55.15



84.82Natural gas equivalent (per Mcfe)


6.65



5.28



9.39     (1)
    
    Represents volumes lifted and sold regardless of when produced.
    Excludes natural gas produced and consumed in our operations of
    5.3 Bcfe in 2010 and 4 Bcfe in both 2009 and 2008.(2)
    
    Had we included the effects of hedging contracts not designated
    for hedge accounting, our average realized price for total
    natural gas would have been $5.70, $6.42 and $7.12 per Mcf for
    2010, 2009 and 2008, respectively. Our total oil and condensate
    average realized price would have been $81.32, $81.23 and $69.13
    per Bbl for 2010, 2009 and 2008, respectively.  Domestic Production.
   36




---



##### Table of Contents



International Production.
  Operating Expenses. period-to-period unit-of-production,
  Year
    ended December 31, 2010 compared to December 31,
    2009
    Unit-of-Production


Total AmountYear Ended


Percentage


Year Ended


PercentageDecember 31,


Increase


December 31,


Increase2010


2009


(Decrease)


2010


2009


(Decrease)(Per Mcfe)





(In millions)Domestic:Lease operating

$
1.07


$
0.94



14
%

$
264


$
203



30
%Production and other taxes


0.18



0.15



20
%


44



33



36
%Depreciation, depletion and amortization


2.08



2.14



(3
)%


515



463



11
%General and administrative


0.61



0.64



(5
)%


150



139



8
%Ceiling test and other impairments


0.03



6.20



(100
)%


7



1,344



(99
)%Other


0.04



0.03



33
%


10



8



28
%Total operating expenses


4.01



10.10



(60
)%


990



2,190



(55
)%International:Lease operating

$
1.72


$
1.53



12
%

$
62


$
56



11
%Production and other taxes


2.25



0.82



174
%


82



30



173
%Depreciation, depletion and amortization


3.56



3.39



5
%


129



124



4
%General and administrative


0.17



0.14



21
%


6



5



17
%Total operating expenses


7.70



5.88



31
%


279



215



30
%Total:Lease operating

$
1.15


$
1.02



13
%

$
326


$
259



26
%Production and other taxes


0.44



0.25



76
%


126



63



102
%Depreciation, depletion and amortization


2.27



2.32



(2
)%


644



587



10
%General and administrative


0.55



0.57



(4
)%


156



144



8
%Ceiling test and other impairments


0.03



5.30



(99
)%


7



1,344



(99
)%Other


0.03



0.03







10



8



28
%Total operating expenses


4.47



9.49



(53
)%


1,269



2,405



(47
)%   Domestic Operations. period-to-period
  
    Lease operating expense (LOE) per Mcfe increased 14% primarily
    due to increased transportation costs resulting from the
    commencement of firm transportation contracts during late 2009
    and throughout 2010 in our Mid-Continent division.
    Production and other taxes per Mcfe increased 20% primarily due
    to higher realized commodity prices during 2010. 37




---



##### Table of Contents




    Total DD&A expense for 2010 increased 11% primarily as a
    result of the 14% increase in our production volumes during 2010
    compared to 2009.
    Total general and administrative (G&A) expense increased 8%
    primarily due to increased employee-related expenses associated
    with our growing domestic workforce. Employee-related expenses
    include incentive compensation expense which is based on our
    company performance in comparison with peer companies in our
    industry as defined in the incentive compensation plan in effect
    during 2010. During 2010, we capitalized $61 million ($0.25
    per Mcfe) of direct internal costs as compared to
    $58 million ($0.27 per Mcfe) in 2009.
    During the fourth quarter of 2010, we recorded an impairment of
    $7 million ($0.03 per Mcfe) related to certain claims
    related to the bankruptcy proceedings associated with TXCO
    Resources Inc. In 2009, we recorded a ceiling test writedown of
    $1.3 billion ($6.20 per Mcfe) due to significantly lower
    natural gas prices at March 31, 2009.
    Other expenses for 2010 includes the early redemption premium of
    $12 million associated with the tender offer and repurchase
    of our $175 million aggregate principal amount of
    75/8% Senior
    Notes due 2011, partially offset by the $2 million cash
    received resulting from the termination of the associated
    interest rate swap. Other expenses for 2009 includes long-term
    rig contract termination fees.  International Operations. period-to-period
  
    LOE per Mcfe increased 12% primarily due to fixed production and
    operating costs associated with certain of our production
    sharing contracts (PSCs) in Malaysia, a change in the mix of
    produced, lifted and sold production from various PSCs during
    2010 compared to the same period of 2009 and increased workover
    activity.
    Production and other taxes per Mcfe increased significantly due
    to an increase, per the terms of the PSCs, in the tax rate per
    barrel of oil lifted and sold as a result of substantially
    higher realized oil prices during 2010. 38




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##### Table of Contents



Year
    ended December 31, 2009 compared to December 31,
    2008
    Unit-of-Production


Total AmountYear Ended


Percentage


Year Ended


PercentageDecember 31,


Increase


December 31,


Increase2009


2008


(Decrease)


2009


2008


(Decrease)(Per Mcfe)





(In millions)Domestic:Lease operating

$
0.94


$
1.00



(6
)%

$
203


$
210



(4
)%Production and other taxes


0.15



0.29



(48
)%


33



60



(46
)%Depreciation, depletion and amortization


2.14



2.84



(25
)%


463



597



(22
)%General and administrative


0.64



0.65



(2
)%


139



136



2
%Ceiling test and other impairments


6.20



8.54



(27
)%


1,344



1,792



(25
)%Other


0.03



0.02



50
%


8



4



124
%Total operating expenses


10.10



13.34



(24
)%


2,190



2,799



(22
)%International:Lease operating

$
1.53


$
2.05



(25
)%

$
56



55



3
%Production and other taxes


0.82



3.64



(77
)%


30



97



(69
)%Depreciation, depletion and amortization


3.39



3.77



(10
)%


124



100



24
%General and administrative


0.14



0.18



(22
)%


5



5



12
%Ceiling test and other impairments






2.66



(100
)%






71



(100
)%Total operating expenses


5.88



12.30



(52
)%


215



328



(34
)%Total:Lease operating

$
1.02


$
1.12



(9
)%

$
259



265



(2
)%Production and other taxes


0.25



0.66



(62
)%


63



157



(60
)%Depreciation, depletion and amortization


2.32



2.95



(21
)%


587



697



(16
)%General and administrative


0.57



0.60



(5
)%


144



141



2
%Ceiling test and other impairments


5.30



7.88



(33
)%


1,344



1,863



(28
)%Other


0.03



0.01



200
%


8



4



124
%Total operating expenses


9.49



13.22



(28
)%


2,405



3,127



(23
)%   Domestic Operations. period-to-period
  
    LOE decreased 6% per Mcfe due to lower overall operating and
    service costs and the 3% increase in production volumes
    period-over-period.
    Production and other taxes decreased 48% per Mcfe due to
    significantly lower realized commodity prices
    period-over-period.
    We received refunds of $24 million ($0.11 per Mcfe) during
    2009 related to production tax exemptions on some of our onshore
    wells, whereas we received similar refunds of $35 million
    ($0.17 per Mcfe) during 2008.
    Our DD&A rate decreased 25% per Mcfe primarily as a result
    of the ceiling test writedowns recorded at December 31,
    2008 and March 31, 2009.
    G&A expense per Mcfe decreased 2%
    period-over-period
    while total G&A expense increased slightly. The decrease
    per Mcfe is primarily due to the 3% increase in production
    volumes
    period-over-period.
    The slight increase in total G&A is primarily due to
    increased employee-related expenses associated 39




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##### Table of Contents



with our growing domestic workforce. Employee-related expenses
    included incentive compensation expense which decreased
    approximately 20%
    period-over-period.
    Incentive compensation expense was calculated based on adjusted
    net income as defined in the incentive compensation plan in
    effect during 2009 and 2008. During 2009, we capitalized
    $58 million ($0.27 per Mcfe) of direct internal costs as
    compared to $49 million ($0.23 per Mcfe) in 2008.  
    In 2009, we recorded a ceiling test writedown of
    $1.3 billion ($6.20 per Mcfe) due to significantly lower
    natural gas prices at March 31, 2009. In 2008, we recorded
    a ceiling test writedown of $1.7 billion ($8.25 per Mcfe)
    due to significantly lower oil and gas commodity prices at
    year-end 2008. In 2008, we also recorded a goodwill impairment
    charge of $62 million ($0.29 per Mcfe) due to the
    significant decline in oil and gas commodity prices and the
    decline in our market capitalization at that time.
    Other expenses for 2009 includes long-term rig contract
    termination fees resulting from our decision to limit our 2009
    capital expenditures to a level that we expected to be funded
    with cash flows from operations. Other expenses for 2008
    includes the reversal of a portion of accrued business
    interruption insurance claims related to 2005 Hurricane Ivan
    which were determined during 2008 to be uncollectible.  International Operations. period-to-period
  
    LOE decreased 25% per Mcfe while total LOE increased slightly
    over 2008. The decrease in LOE per Mcfe is primarily due to
    increased production volumes associated with the new field
    developments on PM 318 and PM 323 in Malaysia and lower overall
    operating and service costs.
    Production and other taxes decreased significantly due to
    substantially lower realized oil prices during 2009.
    Total DD&A expense increased 24% primarily due to
    additional production volumes and the timing of liftings of
    these volumes associated with new field developments on PM 318
    and PM 323 in Malaysia, partially offset by a decrease in the
    DD&A rate resulting from the 2008 Malaysia ceiling test
    writedown.
    G&A expense decreased 22% per Mcfe primarily due to the 38%
    increase in production volumes in 2009.
    In 2008, we recorded a ceiling test writedown of
    $71 million associated with our operations in Malaysia due
    to significantly lower oil prices at year-end 2008.  Interest Expense.
  Year Ended December 31,2010


2009


2008(In millions)Gross interest expense:Credit arrangements

$
3


$
8


$
10Senior notes


2



12



13Senior subordinated notes


149



102



87Other


2



4



2Total gross interest expense


156



126



112Capitalized interest


(58
)


(51
)


(60
)Net interest expense

$
98


$
75


$
52  40




---



##### Table of Contents



7 8 5 8 1 8
    Commodity Derivative Income. period-to-period
  Taxes.
   Liquidity
    and Capital Resources        Credit Arrangements.
 41




---



##### Table of Contents



Working Capital.
      Cash Flows from Operations. 12-24 months.
  45-60 days
     42




---



##### Table of Contents



Cash Flows from Investing
    Activities.
    
    spent $2.0 billion primarily for additions to oil and gas
    properties (including $313 million for acquisitions of oil
    and gas properties);
    received proceeds of $12 million from sales of oil and gas
    properties; and
    redeemed investments of $8 million.    
    spent $1.4 billion primarily for additions to oil and gas
    properties (including $9 million for acquisitions of oil
    and gas properties);
    received proceeds of $33 million from sales of oil and gas
    properties; and
    redeemed investments of $20 million.  Capital Expenditures.
    Business and Properties 
  Cash Flows from Financing
    Activities.
    
    borrowed $1.5 billion and repaid $1.7 billion under
    our credit arrangements;
    issued $700 million aggregate principal amount of
    67/8% Senior
    Subordinated Notes due 2020 at 99.109% of par;
    paid $8 million in associated debt issue costs; 43




---



##### Table of Contents




    repaid our $175 million aggregate principal amount of
    75/8% Senior
    Notes due 2011;
    received proceeds of $34 million from issuances of shares
    of our common stock upon the exercise of stock options; and
    repurchased $14 million of our common stock surrendered by
    employees to pay tax withholding upon the vesting of restricted
    stock and restricted stock unit awards.    
    borrowed $1.0 billion and repaid $1.2 billion under
    our credit arrangements; and
    received proceeds of $9 million from issuances of shares of
    our common stock upon the exercise of stock options. Proved
    Reserves    Year Ended December 31,2010


2009


2008(Bcfe)Proved Reserves:Beginning of year


3,616



2,950



2,496Reserve additions


676



1,342



758Reserve revisions


(289
)


(384
)


(67
)Sales


(3
)


(35
)


(2
)Production


(288
)


(257
)


(235
)End of year


3,712



3,616



2,950Proved Developed Reserves:Beginning of year


1,908



1,827



1,566End of year


2,164



1,908



1,827     Reserve Additions and Revisions.
  Additions.
 44




---



##### Table of Contents



Revisions.
  Sales.
  Future Net Cash Flows. first-day-of-the-month
   45




---



##### Table of Contents



Contractual
    Obligations    Less than








More thanTotal


1 Year


1-3 Years


4-5 Years


5 Years(In millions)Debt:Revolving credit facility

$
100


$



$
100


$



$
Money market lines of credit


35







35







65/8% Senior
    Subordinated Notes due 2014


325











325



65/8% Senior
    Subordinated Notes due 2016


550















55071/8% Senior
    Subordinated Notes due 2018


600















60067/8% Senior
    Subordinated Notes due 2020


700















700Total debt


2,310







135



325



1,850Other obligations:Interest
    payments(1)


1,065



151



298



275



341Net derivative (assets) liabilities


(137
)


(145
)


8







Asset retirement obligations


108



11



16



21



60Operating
    leases(2)


263



103



110



23



27Deferred acquisition payments


2



2











Firm transportation


567



55



140



136



236Oil and gas
    activities(3)


65















Total other (assets) obligations


1,933



177



572



455



664Total contractual (assets) obligations

$
4,243


$
177


$
707


$
780


$
2,514     (1)
    
    Interest associated with our revolving credit facility and money
    market lines of credit was calculated using a weighted-average
    interest rate of 1.242% at December 31, 2010 and is
    included through the maturity of the facility.(2)
    
    Includes non-cancellable agreements for office space and
    cancellable agreements for drilling rigs and other equipment, as
    well as certain service contracts. The majority of these
    obligations were executed in the fourth quarter of 2010 and are
    related to contracts for hydraulic well fracturing services and
    drilling rigs. Payments under these contracts are accounted for
    as capital additions to our oil and gas properties.(3)
    
    As is common in the oil and gas industry, we have various
    contractual commitments pertaining to exploration, development
    and production activities. We have work-related commitments for,
    among other things, drilling wells, obtaining and processing
    seismic data and fulfilling other related commitments. At
    December 31, 2010, these work-related commitments totaled
    $65 million, all of which were attributable to our
    international business. Actual amounts by maturity are not
    included because their timing cannot be accurately predicted.  Business and
    Properties
  Less than





More thanTotal

1 Year

1-3 Years

4-5 Years

5 YearsNatural gas (MMMBtus)


52,496



34,196



18,300







Oil (MBbls)


10,958



913



2,740



3,650



3,655  46




---



##### Table of Contents



Credit Arrangements. Credit Arrangements
  Senior
    Subordinated Notes
  5 8
  5 8
  1 8
  7 8
    5 8 5 8 5 8
  1 8 1 8 1 8
  7 8 7 8
    
    incur additional debt;
    make restricted payments;
    pay dividends on or redeem our capital stock;
    make certain investments;
    create liens;
    engage in transactions with affiliates; and
    engage in mergers, consolidations and sales and other
    dispositions of assets.  Commitments under Joint Operating
    Agreements.
 47




---



##### Table of Contents



Oil and
    Gas Hedging  12-24 months
  over-the-counter
      85-90%
 48




---



##### Table of Contents



93-97% 90-95% 105-110%
   Off-Balance
    Sheet Arrangements   Critical
    Accounting Policies and Estimates      
    We account for our oil and gas activities under the full
    cost method.  This method of accounting
    requires the following significant estimates:  
    quantity of our proved oil and gas reserves;
    costs withheld from amortization; and
    future costs to develop and abandon our oil and gas properties.  
    Accounting for business combinationsrequires
    estimates and assumptionsregarding the fair value of the
    assets and liabilities of the acquired company. 49




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##### Table of Contents




    Accounting for commodity derivative activitiesrequires estimates and assumptions regarding the
    fair value of derivative positions.
    Stock-based compensation costrequires
    estimates and assumptionsregarding the grant date fair
    value of awards, the determination of which requires significant
    estimates and subjective judgments.  Oil and Gas Activities. first-day-of-the-month
  Modernization
    of Oil and Gas Reporting Forms 10-K No. 2010-03, Oil and Gas Reserve Estimation and Disclosures 2010-03), Extractive Industries  Oil and
    Gas
  2010-03
  Full Cost Method. country-by-country unit-of-production country-by-country
  Proved Oil and Gas Reserves. first-day-of-the-month
 50




---



##### Table of Contents



Depreciation, Depletion and
    Amortization.
  Full Cost Ceiling Limitation. first-day-of-the-month
  first-day-of-the-month first-day-of-the-month
  first-day-of-the-month
  2010-03,
   51




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##### Table of Contents



first-day-of-the-month
  Costs Withheld From Amortization.
      Future Development and Abandonment
    Costs.
   52




---



##### Table of Contents



Allocation of Purchase Price in Business
    Combinations.  Full Cost Ceiling Limitation
  Commodity Derivative Activities. 12-24 months. mark-to-market
   53




---



##### Table of Contents



Stock-Based Compensation.
 New
    Accounting Requirements   Additional Disclosures about
    Derivative Instruments and Hedging Activities.
      Form 10-K
  2010-03, 2010-03 2010-03
 54




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##### Table of Contents



2010-03 Form 10-K
  
    All oil and gas reserves volumes presented as of and for the
    years ended December 31, 2010 and 2009 were prepared using
    the updated reserves rules and are not on a basis comparable
    with the prior period. This change in comparability occurred
    because we estimated our proved reserves at December 31,
    2010 and 2009 using the updated reserves rules, which require
    use of the unweighted average
    first-day-of-the-month
    commodity prices for the prior twelve months, adjusted for
    market differentials, and permits the use of reliable
    technologies to support reserve estimates. Under the previous
    reserve estimation rules, which are no longer in effect, our net
    proved oil and gas reserves would have been calculated using end
    of period oil and gas prices. In addition, the new rules permit
    us to disclose probable reserves (and we have so disclosed
    probable reserves), which was not permitted under previous rules.
    Our full-cost ceiling test calculations at December 31,
    2010 and 2009 used discounted cash flow models for our estimated
    proved reserves, which were calculated using the updated
    reserves rules.
    We historically have applied a policy of using our year-end
    proved reserves to calculate our fourth quarter depletion rate.
    As a result, the estimate of proved reserves for determining our
    depletion rate and resulting expense for the fourth quarter of
    2009 and subsequent quarters is not on a basis comparable to the
    prior quarters or the prior year.  No. 2010-14, Accounting for Extractive Industries  Oil
    and Gas 2010-14), 2010-14
   Regulation  Business and
    Properties We are subject to complex laws that can affect the
    cost, manner or feasibility of doing business,
 55




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##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk   Oil and
    Gas Prices  12-24 months
 Interest
    Rates    Fixed


VariableRate Debt


Rate Debt(In millions)Bank revolving credit facility

$



$
100Money market lines of credit






3565/8% Senior
    Subordinated Notes due 2014


325



65/8% Senior
    Subordinated Notes due 2016


550



71/8% Senior
    Subordinated Notes due 2018


600



67/8% Senior
    Subordinated Notes due 2020


694



Total debt

$
2,169


$
135    Foreign
    Currency Exchange Rates



The functional currency for all of our foreign operations is the
    U.S. dollar. To the extent that business transactions in
    these countries are not denominated in the respective
    countrys functional currency, we are exposed to foreign
    currency exchange risk. We consider our current risk exposure to
    exchange rate movements, based on net cash flow, to be
    immaterial. We did not have any open derivative contracts
    relating to foreign currencies at December 31, 2010.


56




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##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  NEWFIELD
    EXPLORATION COMPANY
  INDEX
  CONSOLIDATED
    FINANCIAL STATEMENTS
 AND
    SUPPLEMENTARY DATA
  PageManagements Report on Internal Control over Financial
    Reporting


58Report of Independent Registered Public Accounting Firm


59Consolidated Balance Sheet as of December 31, 2010 and 2009


60Consolidated Statement of Income for each of the three years in
    the period ended December 31, 2010


61Consolidated Statement of Stockholders Equity for each of
    the three years in the period ended December 31, 2010


62Consolidated Statement of Cash Flows for each of the three years
    in the period ended December 31, 2010


63Notes to Consolidated Financial Statements


64Supplementary Financial Information  Supplementary
    Oil and Gas Disclosures  Unaudited


99  57




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##### Table of Contents



MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING  Rule 13a-15(f). Internal Control  Integrated Framework
      Internal
    Control  Integrated Framework,
    -s- Lee K. Boothby

-s- Terry W. RathertLee K. Boothby

Terry W. RathertPresident and Chief Executive Officer

Executive Vice President and Chief Financial Officer     58




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    Internal Control  Integrated Framework
  No. 2010-03, Oil and Gas Reserve Estimation and Disclosures
      
    59




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  CONSOLIDATED
    BALANCE SHEET
 (In millions, except share data)
  December 31,2010


2009ASSETSCurrent assets:Cash and cash equivalents

$
39


$
78Accounts receivable


354



339Inventories


79



84Derivative assets


197



269Other current assets


62



123Total current assets


731



893Property and equipment, at cost, based on the full cost method
    of accounting for oil and gas properties ($1,658 and $1,223 were
    excluded from amortization at December 31, 2010 and 2009,
    respectively)


12,399



10,406Less  accumulated depreciation, depletion and
    amortization


(5,791
)


(5,159
)Total property and equipment, net


6,608



5,247Derivative assets


39



19Long-term investments


48



55Deferred taxes


29



26Other assets


39



14Total assets

$
7,494


$
6,254LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
92


$
83Accrued liabilities


670



640Advances from joint owners


51



51Asset retirement obligation


11



10Derivative liabilities


53



2Deferred taxes


51



87Total current liabilities


928



873Other liabilities


56



55Derivative liabilities


46



5Long-term debt


2,304



2,037Asset retirement obligation


97



82Deferred taxes


720



434Total long-term liabilities


3,223



2,613Commitments and contingencies (Note 13)






Stockholders equity:Preferred stock ($0.01 par value, 5,000,000 shares
    authorized; no shares issued)






Common stock ($0.01 par value, 200,000,000 shares
    authorized at December 31, 2010 and 2009; 135,910,641 and
    134,493,670 shares issued at December 31, 2010 and
    2009, respectively)


1



1Additional paid-in capital


1,450



1,389Treasury stock (at cost, 1,664,538 and 1,488,968 shares at
    December 31, 2010 and 2009, respectively)


(41
)


(33
)Accumulated other comprehensive loss


(12
)


(11
)Retained earnings


1,945



1,422Total stockholders equity


3,343



2,768Total liabilities and stockholders equity

$
7,494


$
6,254    60




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  CONSOLIDATED
    STATEMENT OF INCOME
 (In millions, except per share data)
  Year Ended December 31,2010


2009


2008Oil and gas revenues

$
1,883


$
1,338


$
2,225Operating expenses:Lease operating


326



259



265Production and other taxes


126



63



157Depreciation, depletion and amortization


644



587



697General and administrative


156



144



141Ceiling test and other impairments


7



1,344



1,863Other


10



8



4Total operating expenses


1,269



2,405



3,127Income (loss) from operations


614



(1,067
)


(902
)Other income (expenses):Interest expense


(156
)


(126
)


(112
)Capitalized interest


58



51



60Commodity derivative income


316



252



408Other


(3
)


5



11Total other income


215



182



367Income (loss) before income taxes


829



(885
)


(535
)Income tax provision (benefit):Current


59



48



36Deferred


247



(391
)


(198
)Total income tax provision (benefit)


306



(343
)


(162
)Net income (loss)

$
523


$
(542
)

$
(373
)Earnings (loss) per share:Basic

$
3.97


$
(4.18
)

$
(2.88
)Diluted

$
3.91


$
(4.18
)

$
(2.88
)Weighted-average number of shares outstanding for basic income
    (loss) per share


132



130



129Weighted-average number of shares outstanding for diluted income
    (loss) per share


134



130



129    61




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  CONSOLIDATED
    STATEMENT OF STOCKHOLDERS EQUITY
 (In millions)
  AccumulatedAdditional





Other


TotalCommon Stock


Treasury Stock


Paid-in


Retained


Comprehensive


StockholdersShares


Amount


Shares


Amount


Capital


Earnings


Income (Loss)


EquityBalance, December 31, 2007


133.2


$
1



(1.9
)

$
(32
)

$
1,278


$
2,337


$
(3
)

$
3,581Issuances of common and restricted stock


0.9















20











20Stock-based compensation


(0.1
)














37











37Comprehensive income (loss):Net loss






















(373
)






(373
)Unrealized loss on investments, net of tax of $6


























(13
)


(13
)Unrealized gain on post-retirement benefits, net of tax of ($3)


























5



5Total comprehensive loss






























(381
)Balance, December 31, 2008


134.0



1



(1.9
)


(32
)


1,335



1,964



(11
)


3,257Issuances of common and restricted stock


0.5















9











9Stock-based compensation


















45











45Treasury stock, at cost










0.4



(1
)














(1
)Comprehensive income (loss):Net loss






















(542
)






(542
)Unrealized gain on investments, net of tax of ($1)


























2



2Realized loss on post-retirement benefits, net of tax of $1


























(2
)


(2
)Total comprehensive loss






























(542
)Balance, December 31, 2009


134.5



1



(1.5
)


(33
)


1,389



1,422



(11
)


2,768Issuances of common and restricted stock


1.4















34











34Stock-based compensation


















33











33Treasury stock, at cost










(0.2
)


(8
)


(6
)










(14
)Comprehensive income (loss):Net income






















523







523Unrealized loss on post-retirement benefits, net of tax


























(1
)


(1
)Total comprehensive income






























522Balance, December 31, 2010


135.9


$
1



(1.7
)

$
(41
)

$
1,450


$
1,945


$
(12
)

$
3,343    62




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  CONSOLIDATED
    STATEMENT OF CASH FLOWS
 (In millions)
   Year Ended December 31,2010


2009


2008Cash flows from operating activities:Net income (loss)

$
523


$
(542
)

$
(373
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation, depletion and amortization


644



587



697Deferred tax provision (benefit)


247



(391
)


(198
)Stock-based compensation


22



28



26Commodity derivative income


(316
)


(252
)


(408
)Cash receipts (payments) on derivative settlements, net


456



883



(750
)Ceiling test and other impairments


7



1,344



1,863Other non-cash charges


7



3



3Changes in operating assets and liabilities:(Increase) decrease in accounts receivable


(15
)


36



(44
)(Increase) decrease in inventories


3



(3
)


(16
)Increase in commodity derivative assets










(65
)(Increase) decrease in other current assets


65



(78
)


3(Increase) decrease in other assets


(22
)


4



(3
)Increase (decrease) in accounts payable and accrued liabilities


11



(23
)


84Increase (decrease) in advances from joint owners






(22
)


29Increase (decrease) in other liabilities


(2
)


4



6Net cash provided by operating activities


1,630



1,578



854Cash flows from investing activities:Additions to oil and gas properties


(1,635
)


(1,392
)


(2,067
)Acquisitions of oil and gas properties


(313
)


(9
)


(223
)Proceeds from sales of oil and gas properties


12



33



9Additions to furniture, fixtures and equipment


(23
)


(8
)


(20
)Purchases of investments










(22
)Redemption of investments


8



20



70Net cash used in investing activities


(1,951
)


(1,356
)


(2,253
)Cash flows from financing activities:Proceeds from borrowings under credit arrangements


1,483



1,040



2,579Repayments of borrowings under credit arrangements


(1,732
)


(1,216
)


(2,018
)Net proceeds from issuance of senior subordinated notes


694







600Debt issue costs


(8
)






(8
)Repayment of senior notes


(175
)






Proceeds from issuances of common stock


34



9



20Purchases of treasury stock, net


(14
)


(1
)


Net cash provided by (used in) financing activities


282



(168
)


1,173Increase (decrease) in cash and cash equivalents


(39
)


54



(226
)Cash and cash equivalents, beginning of period


78



24



250Cash and cash equivalents, end of period

$
39


$
78


$
24    63




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Organization
    and Summary of Significant Accounting Policies:  Organization
    and Principles of Consolidation
      Dependence
    on Oil and Gas Prices
    Use of
    Estimates
    Reclassifications
    Revenue
    Recognition
    Foreign
    Currency
   64




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash
    and Cash Equivalents
    Investments
  available-for-sale
  Allowance
    for Doubtful Accounts
    Inventories
    Oil
    and Gas Properties
  country-by-country
  unit-of-production
 65




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    the present value (10% per annum discount rate) of estimated
    future net revenues from proved reserves using oil and gas
    reserve estimation requirements, which require use of the
    unweighted average
    first-day-of-the-month
    commodity prices for the prior twelve months, adjusted for
    market differentials applicable to our reserves (including the
    effects of hedging contracts that are designated for hedge
    accounting, if any); plus
    the lower of cost or estimated fair value of properties not
    included in the costs being amortized, if any; less
    related income tax effects.        first-day-of-the-month
       66




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other
    Property and Equipment
    Goodwill
    Accounting
    for Asset Retirement Obligations
  unit-of-production
 67




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance at January 1, 2008

$
62Accretion expense


4Additions


12Revisions


4Settlements


(1
)Balance at December 31, 2008


81Accretion expense


6Additions


11Revisions


7Settlements


(13
)Balance as of December 31, 2009


92Accretion expense


8Additions(1)


21Revisions


(8
)Settlements


(5
)Balance at December 31, 2010


108Less: Current portion of ARO at December 31, 2010


(11
)Total long-term ARO at December 31, 2010

$
97     (1)
    
    We recorded a $14 million asset retirement obligation as a
    result of our acquisition of assets in the Maverick Basin. See
    Note 3, Oil and Gas Assets  Maverick
    Basin Asset Acquisition.  Income
    Taxes
    2007-2010
  Stock-Based
    Compensation
    Concentration
    of Credit Risk
   68




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    over-the-counter
  Major
    Customers
    Derivative
    Financial Instruments
  mark-to-market
 69




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Comprehensive
    Income (Loss)
    New
    Accounting Requirements
   Additional Disclosures about Derivative
    Instruments and Hedging Activities.
      Modernization of Oil and
    Gas Reporting Form 10-K
  No. 2010-03, Oil and Gas Reserve Estimation and Disclosures 2010-03), ASU 2010-03
 70




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2010-03
  2010-03 Form 10-K
  
    All oil and gas reserves volumes presented as of and for the
    years ended December 31, 2010 and 2009 were prepared using
    the updated reserves rules and are not on a basis comparable
    with the prior period. This change in comparability occurred
    because we estimated our proved reserves at December 31,
    2010 and 2009 using the updated reserves rules, which require
    use of the unweighted average
    first-day-of-the-month
    commodity prices for the prior twelve months, adjusted for
    market differentials, and permits the use of reliable
    technologies to support reserve estimates. Under the previous
    reserve estimation rules, which are no longer in effect, our net
    proved oil and gas reserves would have been calculated using end
    of period oil and gas prices.
    Our full-cost ceiling test calculations at December 31,
    2010 and 2009 used discounted cash flow models for our estimated
    proved reserves, which were calculated using the updated
    reserves rules.
    We historically have applied a policy of using our year-end
    proved reserves to calculate our fourth quarter depletion rate.
    As a result, the estimate of proved reserves for determining our
    depletion rate and resulting expense for the fourth quarter of
    2009 and subsequent quarters is not on a basis comparable to the
    prior quarters or the prior year.  No. 2010-14, Accounting for Extractive Industries  Oil
    and Gas 2010-14), Extractive
    Industries  Oil and Gas ASU 2010-14
    2.
    Earnings
    Per Share:   71




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010


2009


2008(In millions, except per share data)Income (numerator):Net income (loss)  basic and diluted

$
523


$
(542
)

$
(373
)Weighted-average shares (denominator):Weighted-average shares  basic


132



130



129Dilution effect of stock options and unvested restricted stock
    and restricted stock units outstanding at end of
    period(1)(2)


2







Weighted-average shares  diluted


134



130



129Earnings (loss) per share:Basic earnings (loss) per share

$
3.97


$
(4.18
)

$
(2.88
)Diluted earnings (loss) per share

$
3.91


$
(4.18
)

$
(2.88
)     (1)
    
    The calculation of shares outstanding for diluted EPS for the
    year ended December 31, 2010 does not include the effect of
    0.7 million unvested restricted stock and restricted stock
    units because to do so would be anti-dilutive.(2)
    
    The effect of stock options and unvested restricted stock and
    restricted stock units outstanding has not been included in the
    calculation of shares outstanding for diluted EPS for the years
    ended December 31, 2009 and 2008 as their effect would have
    been anti-dilutive. Had we recognized net income for these
    periods, incremental shares attributable to the assumed exercise
    of outstanding options and the assumed vesting of unvested
    restricted stock and restricted stock units would have increased
    diluted weighted-average shares outstanding by two million
    shares and three million shares for the years ended
    December 31, 2009 and 2008, respectively.  3.
    Oil and
    Gas Assets:  Property
    and Equipment
    December 31,2010


2009


2008(In millions)Oil and gas properties:Subject to amortization

$
10,627


$
9,090


$
8,961Not subject to amortization


1,658



1,223



1,303Gross oil and gas properties


12,285



10,313



10,264Accumulated depreciation, depletion and amortization


(5,730
)


(5,108
)


(4,550
)Net oil and gas properties


6,555



5,205



5,714Other property and equipment


114



93



85Accumulated depreciation and amortization


(61
)


(51
)


(41
)Net other property and equipment


53



42



44Total property and equipment, net

$
6,608


$
5,247


$
5,758  72




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  country-by-country
    Costs Incurred In2010


2009


2008


2007 and Prior


Total(In millions)Acquisition costs

$
378


$
146


$
163


$
331


$
1,018Exploration costs


202



61



58



22



343Development costs


46



17



26



26



115Fee mineral interests














23



23Capitalized interest


58



51



50







159Total oil and gas properties not subject to amortization

$
684


$
275


$
297


$
402


$
1,658   Maverick
    Basin Asset Acquisition
    Other
    Asset Acquisitions and Sales
     73




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Derivative
    Financial Instruments:  Commodity
    Derivative Instruments
      over-the-counter mark-to-market
  mark-to-market
 74




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Natural
    Gas
  NYMEX Contract Price per MMBtuCollars

EstimatedSwaps

Additional Put

Floors

Ceilings

Fair ValueVolume in

(Weighted



Weighted



Weighted



Weighted

AssetPeriod and Type of Contract

MMMBtus

Average)

Range

Average

Range

Average

Range

Average

(Liability)(In millions)January 2011  March 2011Price swap contracts


24,300


$
6.30


























$
483-Way collar contracts


9,900






$
4.50


$
4.50


$
6.00


$
6.00


$
7.75- $8.03


$
7.91



13April 2011  June 2011Price swap contracts


24,570



6.30



























463-Way collar contracts


10,010







4.50



4.50



6.00



6.00



7.75-8.03



7.91



11July 2011  September 2011Price swap contracts


24,840



6.30



























433-Way collar contracts


10,120







4.50



4.50



6.00



6.00



7.75-8.03



7.91



11October 2011  December 2011Price swap contracts


12,030



6.03



























163-Way collar contracts


17,440







4.50



4.50



5.50-6.00



5.86



6.60-8.03



7.37



13January 2012  December 2012Price swap contracts


18,300



5.42



























73-Way collar contracts


83,570







3.50-4.50



4.28



5.00-6.00



5.49



5.20-7.55



6.36



27January 2013  December 2013Price swap contracts


18,250



5.33



























(1
)3-Way collar contracts


39,530







3.50-4.50



4.04



5.00-6.00



5.44



6.00-7.55



6.48



8$
242   Oil
  NYMEX Contract Price Per BblCollars

EstimatedSwaps

Additional Put

Floors

Ceilings

Fair ValueVolume in

(Weighted



Weighted



Weighted



Weighted

AssetPeriod and Type of Contract

MBbls

Average)

Range

Average

Range

Average

Range

Average

(Liability)(In millions)January 2011  March 2011Price swap contracts


900


$
81.51


























$
(10
)3-Way collar contracts


1,350






$
60.00- $65.00


$
61.67


$
75.00- $85.00


$
77.67


$
102.25- $121.50


$
107.82



1April 2011  June 2011Price swap contracts


910



81.51



























(11
)3-Way collar contracts


1,365







60.00-65.00



61.67



75.00-85.00



77.67



102.25-121.50



107.82



(2
)July 2011  September 2011Price swap contracts


920



81.51



























(12
)3-Way collar contracts


1,380







60.00-65.00



61.67



75.00-85.00



77.67



102.25-121.50



107.82



(2
)October 2011  December 2011Price swap contracts


920



81.51



























(12
)3-Way collar contracts


1,564







60.00-65.00



61.47



75.00-85.00



77.35



102.25-121.50



107.60



(4
)January 2012  December 2012Price swap contracts


2,196



82.27



























(25
)3-Way collar contracts


8,418







55.00-65.00



60.00



75.00-85.00



78.70



106.30-115.00



109.78



(13
)January 2013  December 20133-Way collar contracts


4,745







55.00



55.00



80.00



80.00



109.50-111.40



110.54



(4
)$
(94
)  75




---



##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Basis
    Contracts
    Rocky Mountains


Mid-Continent


EstimatedWeighted





Weighted


Fair ValueVolume in


Average


Volume in


Average


AssetMMMBtus


Differential


MMMBtus


Differential


(Liability)(In millions)January 2011  March 2011


1,320


$
(0.95
)


1,800


$
(0.55
)

$
(1
)April 2011  June 2011


1,320



(0.95
)


1,820



(0.55
)


(1
)July 2011  September 2011


1,320



(0.95
)


2,440



(0.55
)


(1
)October 2011  December 2011


1,320



(0.95
)


4,290



(0.55
)


(2
)January 2012  December 2012


4,920



(0.91
)


18,300



(0.55
)


(6
)$
(11
)   Interest
    Rate Swap
  5 8 5 8
 76




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Additional
    Disclosures about Derivative Instruments and Hedging
    Activities
    December 31,Type of Contract

Balance Sheet Location

2010


2009(In millions)Derivatives not designated as hedging instruments:Natural gas contracts

Derivative assets   current

$
201


$
113Oil contracts

Derivative assets   current


1



157Basis contracts

Derivative assets   current


(5
)


(3
)Natural gas contracts

Derivative assets   noncurrent


45



20Oil contracts

Derivative assets   noncurrent






2Basis contracts

Derivative assets   noncurrent


(6
)


(4
)Oil contracts

Derivative liabilities   current


(53
)


Basis contracts

Derivative liabilities   current






(2
)Natural gas contracts

Derivative liabilities   noncurrent


(4
)


Oil contracts

Derivative liabilities   noncurrent


(42
)


Basis contracts

Derivative liabilities   noncurrent






(5
)Total net derivative assets not designated as hedging instruments


137



278Derivatives designated as a fair value hedge:Interest rate swap

Derivative assets   current






2Interest rate swap

Derivative assets   noncurrent






1Total derivative assets designated as a hedging instrument






3Total net derivative assets

$
137


$
281  77




---



##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedLocation of Gain (Loss)

December 31,Type of Contract

Recognized in Income

2010


2009(In millions)Derivatives not designated as hedging instruments:Realized gain on natural gas contracts

Commodity derivative income

$
290


$
514Realized gain on oil contracts

Commodity derivative income


141



343Realized loss on basis contracts

Commodity derivative income


(5
)


(1
)Total realized gain


426



856Unrealized gain (loss) on natural gas contracts

Commodity derivative income


109



(127
)Unrealized loss on oil contracts

Commodity derivative income


(222
)


(443
)Unrealized gain (loss) on basis contracts

Commodity derivative income


3



(34
)Total unrealized loss


(110
)


(604
)Total gain on derivatives not designated as hedging instruments


316



252Derivative designated as a fair value hedge:Interest rate swap

Interest expense






1Total

$
316


$
253        78




---



##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Accounts
    Receivable:    December 31,2010


2009(In millions)Revenue

$
199


$
214Joint interest


133



114Other


23



17Reserve for doubtful accounts


(1
)


(6
)Total accounts receivable

$
354


$
339     6.
    Accrued
    Liabilities:    December 31,2010


2009(In millions)Revenue payable

$
69


$
55Accrued capital costs


327



289Accrued lease operating expenses


54



47Employee incentive expense


59



61Accrued interest on debt


41



25Taxes payable


81



101Other


39



62Total accrued liabilities

$
670


$
640   7.
    Fair
    Value Measurements:    Level 1:
    Unadjusted quoted prices in active markets that are accessible
    at the measurement date for identical, unrestricted assets or
    liabilities. We consider active markets as those in which
    transactions for the assets or liabilities occur with sufficient
    frequency and volume to provide pricing information on an
    ongoing basis.Level 2:
    Quoted prices in markets that are not active, or inputs that are
    observable, either directly or indirectly, for substantially the
    full term of the asset or liability. This category includes
    those derivative instruments that we value using observable
    market data. Substantially all of these inputs are observable in
    the marketplace throughout the full term of the derivative
    instrument, 79




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  can be derived from observable data or supported by observable
    levels at which transactions are executed in the marketplace.
    Instruments in this category include non-exchange traded
    derivatives such as
    over-the-counter
    commodity price swaps, certain investments and interest rate
    swaps.  Level 3:
    Measured based on prices or valuation models that require inputs
    that are both significant to the fair value measurement and less
    observable from objective sources (i.e., supported by little or
    no market activity). Our valuation models for derivative
    contracts are primarily industry-standard models (i.e.,
    Black-Scholes) that consider various inputs including:
    (a) quoted forward prices for commodities, (b) time
    value, (c) volatility factors, (d) counterparty credit
    risk and (e) current market and contractual prices for the
    underlying instruments, as well as other relevant economic
    measures. Our valuation methodology for investments is a
    discounted cash flow model that considers various inputs
    including: (a) the coupon rate specified under the debt
    instruments, (b) the current credit ratings of the
    underlying issuers, (c) collateral characteristics and
    (d) risk adjusted discount rates. Level 3 instruments
    primarily include derivative instruments, such as basis swaps,
    commodity options including, price collars, floors and three-way
    collars (as of December 31, 2010, our options were
    comprised of only three-way collars) and some financial
    investments. Although we utilize third party broker quotes to
    assess the reasonableness of our prices and valuation
    techniques, we do not have sufficient corroborating market
    evidence to support classifying these assets and liabilities as
    Level 2.   80




---



##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair
    Value of Investments and Derivative Instruments
    Fair Value Measurement ClassificationQuoted Pricesin Active


SignificantMarkets for


Other


SignificantIdentical Assets


Observable


Unobservableor Liabilities


Inputs


Inputs(Level 1)


(Level 2)


(Level 3)


Total(In millions)As of December 31, 2009:Money market fund investments

$
15


$



$



$
15Investments
    available-for-sale:Equity securities


7











7Auction rate securities










40



40Oil and gas derivative swap contracts






119



(14
)


105Oil and gas derivative option contracts










173



173Interest rate swap






3







3Total

$
22


$
122


$
199


$
343As of December 31, 2010:Investments
    available-for-sale:Equity securities

$
7


$



$



$
7Auction rate securities










30



30Oil and gas derivative swap contracts






89



(11
)


78Oil and gas derivative option contracts










59



59Total

$
7


$
89


$
78


$
174      81




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Investments


Derivatives


Total(In millions)Balance at January 1, 2008

$
120


$
(341
)

$
(221
)Total realized or unrealized gains (losses):Included in earnings






185



185Included in other comprehensive income (loss)


(17
)






(17
)Purchases, issuances and
    settlements(1)


(44
)


698



654Transfers in and out of Level 3










Balance at December 31, 2008

$
59


$
542


$
601Change in unrealized gains (losses) relating to investments and
    derivatives still held at December 31, 2008

$
(17
)

$
485


$
468Balance at January 1, 2009

$
59


$
542


$
601Total realized or unrealized gains (losses):Included in earnings






(55
)


(55
)Included in other comprehensive income (loss)


2







2Purchases, issuances and settlements


(21
)


(328
)


(349
)Transfers in and out of Level 3










Balance at December 31, 2009

$
40


$
159


$
199Change in unrealized gains (losses) relating to investments and
    derivatives still held at December 31, 2009

$



$
(95
)

$
(95
)Balance at January 1, 2010

$
40


$
159


$
199Total realized or unrealized gains (losses):Included in earnings






31



31Included in other comprehensive income (loss)


(2
)






(2
)Purchases, issuances and settlements


(8
)


(142
)


(150
)Transfers in and out of Level 3










Balance at December 31, 2010

$
30


$
48


$
78Change in unrealized gains (losses) relating to investments and
    derivatives still held at December 31, 2010

$
(2
)

$
53


$
51     (1)
    
    Derivative settlements include $502 million we paid to
    reset a portion of our oil hedging contracts for 2009 and 2010. 82




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Fair
    Value of Debt
    December 31,2010


2009(In millions)75/8% Senior
    Notes due 2011

$



$
18065/8% Senior
    Subordinated Notes due 2014


333



33365/8% Senior
    Subordinated Notes due 2016


568



55371/8% Senior
    Subordinated Notes due 2018


626



60567/8% Senior
    Subordinated Notes due 2020


733



     8.
    Debt:    December 31,2010


2009(In millions)Senior unsecured debt:Revolving credit facility:LIBOR based loans

$
100


$
384Total revolving credit facility


100



384Money market lines of
    credit(1)


35



Total credit arrangements


135



38475/8% Senior
    Notes due 2011






175Fair value of interest rate
    swap(2)






3Total senior unsecured notes






178Total senior unsecured debt


135



56265/8% Senior
    Subordinated Notes due 2014


325



32565/8% Senior
    Subordinated Notes due 2016


550



55071/8% Senior
    Subordinated Notes due 2018


600



60067/8% Senior
    Subordinated Notes due 2020


694



Total long-term debt

$
2,304


$
2,037     (1)
    
    Because capacity under our credit facility was available to
    repay borrowings under our money market lines of credit as of
    the indicated dates, amounts outstanding under these
    obligations, if any, are classified as long-term.(2)
    
    We previously hedged $50 million principal amount of our
    $175 million
    75/8% Senior
    Notes due 2011 through an interest rate swap. The swap provided
    for us to pay variable and receive fixed payments. During the
    first half of 2010, we repurchased our outstanding
    75/8% Senior
    Notes due 2011 and received approximately $2 million upon
    the termination and settlement of the swap. 83




---



##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Credit
    Arrangements
                Senior
    Notes
  5 8
  5 8
 84




---



##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Senior
    Subordinated Notes
  5 8
  5 8
  1 8
  7 8 5 8
    5 8 5 8 5 8
  1 8
  7 8
    
    incur additional debt;
    make restricted payments;
    pay dividends on or redeem our capital stock;
    make certain investments;
    create liens;
    engage in transactions with affiliates; and
    engage in mergers, consolidations and sales and other
    dispositions of assets. 85




---



##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.
    Income
    Taxes:    For the Year Ended December 31,2010


2009


2008(In millions)U.S.

$
658


$
(1,033
)

$
(572
)Foreign


171



148



37Total income (loss) before income taxes

$
829


$
(885
)

$
(535
)     For the Year EndedDecember 31,2010


2009


2008(In millions)Current taxes:U.S. federal

$
(1
)

$
4


$
1Foreign


60



44



35Deferred taxes:U.S. federal


228



(352
)


(165
)U.S. state


16



(28
)


(34
)Foreign


3



(11
)


1Total provision (benefit) for income taxes

$
306


$
(343
)

$
(162
)     For the Year Ended December 31,2010


2009


2008(In millions)Amount computed using the statutory rate

$
290


$
(310
)

$
(187
)Increase (decrease) in taxes resulting from:State and local income taxes, net of federal effect


11



(18
)


(22
)Net effect of different tax rates in
    non-U.S.
    jurisdictions


5



5



(1
)Goodwill impairment










22Valuation allowance






(24
)


24Other






4



2Total provision (benefit) for income taxes

$
306


$
(343
)

$
(162
)  86




---



##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31, 2010


December 31, 2009U.S.


Foreign


Total


U.S.


Foreign


Total(In millions)Deferred tax asset:Net operating loss carryforwards

$
661


$
9


$
670


$
377


$
6


$
383Alternative minimum tax credit


85







85



90







90Stock compensation


22







22



28







28Marketable securities


6







6



6







6Oil and gas properties






26



26







26



26Valuation allowance






(6
)


(6
)






(6
)


(6
)Other


25







25



28







28Deferred tax asset


799



29



828



529



26



555Deferred tax liability:Commodity derivatives


(51
)






(51
)


(12
)






(12
)Oil and gas properties


(1,474
)


(45
)


(1,519
)


(998
)


(40
)


(1,038
)Deferred tax liability


(1,525
)


(45
)


(1,570
)


(1,010
)


(40
)


(1,050
)Net deferred tax liability


(726
)


(16
)


(742
)


(481
)


(14
)


(495
)Less: Net current deferred tax liability


(51
)






(51
)


(87
)






(87
)Noncurrent deferred tax liability

$
(675
)

$
(16
)

$
(691
)

$
(394
)

$
(14
)

$
(408
)         For the Year EndedDecember 31,2010


2009


2008(In millions)Balance at the beginning of the year

$
(6
)

$
(30
)

$
(6
)Charged to provision for income taxes:Malaysia ceiling test writedown






24



(24
)Balance at the end of the year

$
(6
)

$
(6
)

$
(30
)  87




---



##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      10.
    Stock-Based
    Compensation:          For the Year EndedDecember 31,2010


2009


2008(In millions)Total stock-based compensation

$
33


$
45


$
37Capitalized in oil and gas properties


(11
)


(17
)


(11
)Net stock-based compensation expense

$
22


$
28


$
26      88




---



##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock Options.
    Weighted


WeightedNumber of


Average


AverageShares


Exercise


Grant Date


Weighted


AggregateUnderlying


Price


Fair Value


Average Remaining


IntrinsicOptions


per Share


per Share


Contractual Life


Value(1)(In millions)








(In years)


(In millions)Outstanding at December 31, 2007


3.8


$
24.21







5.6


$
108Granted(2)


0.7



48.45


$
16.30Exercised


(0.8
)


22.38











29Forfeited


(0.2
)


33.83Outstanding at December 31, 2008


3.5



28.74







5.5



3Granted










Exercised


(0.5
)


21.07











9Forfeited


(0.1
)


32.74Outstanding at December 31, 2009


2.9



29.82







4.7



56Granted










Exercised


(1.4
)


24.34











46Forfeited






Outstanding at December 31, 2010


1.5


$
34.58







4.7


$
58Exercisable at December 31, 2010


1.2


$
31.60







4.2


$
51     (1)
    
    The intrinsic value of a stock option is the amount by which the
    market value of our common stock at the indicated date, or at
    the time of exercise, exceeds the exercise price of the option.(2)
    
    The fair value of the options granted during 2008 was determined
    using the Black-Scholes option valuation model, assuming no
    dividends, a risk-free weighted-average interest rate of 2.83%,
    an expected life of 5.2 years and weighted-average
    volatility of 31.7%.   89




---



##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Options Outstanding


Options ExercisableNumber of


Weighted


Weighted


Number of


WeightedShares


Average


Average


Shares


AverageUnderlying


Remaining


Exercise Price


Underlying


Exercise PriceOptions


Contractual Life


per Share


Options


per Share(In millions)


(In years)





(In millions)$12.51 to $17.50


0.1



1.7


$
16.62



0.1


$
16.6217.51 to 22.50


0.1



1.9



18.61



0.1



18.6122.51 to 27.50


0.2



3.2



24.83



0.2



24.8327.51 to 35.00


0.4



4.0



31.17



0.4



31.1735.01 to 41.72


0.1



4.3



37.13



0.1



37.1341.73 to 48.45


0.6



7.1



48.45



0.3



48.451.5



4.7


$
34.58



1.2


$
31.60   Restricted Stock.
   90




---



##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WeightedAveragePerformance/





Grant DateService-Based


Market-Based





Fair ValueShares


Shares


Total Shares


per Share(In millions, except per share data)Non-vested shares outstanding at December 31, 2007


1.2



1.6



2.8


$
29.77Granted


1.0







1.0



42.44Forfeited


(0.4
)


(0.4
)


(0.8
)


26.86Vested


(0.1
)






(0.1
)


42.11Non-vested shares outstanding at December 31, 2008


1.7



1.2



2.9



34.58Granted


1.1







1.1



24.03Forfeited


(0.1
)


(0.3
)


(0.4
)


26.84Vested


(0.3
)


(0.1
)


(0.4
)


36.07Non-vested shares outstanding at December 31, 2009


2.4



0.8



3.2



31.60Granted


0.6



0.1



0.7



52.20Forfeited


(0.2
)


(0.1
)


(0.3
)


33.09Vested


(0.6
)


(0.5
)


(1.1
)


32.78Non-vested shares outstanding at December 31, 2010


2.2



0.3



2.5


$
36.84     Employee Stock Purchase Plan.
       91




---



##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      11.
    Pension
    Plan Obligation:    12.
    Employee
    Benefit Plans:  Post-Retirement
    Medical Plan
      2011  2015

$
22016  2020


5   Annual
    Cash Incentive Compensation Plan
       92




---



##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  401(k)
    and Deferred Compensation Plans
    13.
    Commitments
    and Contingencies:  Lease
    Commitments
    Year Ending December 31,2011

$
702012


822013


832014


822015


77Thereafter


263Total minimum lease payments

$
657     Other
    Commitments
     93




---



##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ending
    December 31,

Natural Gas

Oil(MMMBtus)

(MBbls)2011


34,196



9132012


18,300



9152013






1,8252014






1,8252015






1,825Thereafter






3,655Total delivery commitments


52,496



10,958   Litigation
    14.
    Segment
    Information:   94




---



##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    OtherDomestic


Malaysia


China


International


Total(In millions)Year Ended December 31, 2010:Oil and gas revenues

$
1,427


$
399


$
57


$



$
1,883Operating expenses:Lease operating


264



56



6







326Production and other taxes


44



73



9







126Depreciation, depletion and amortization


515



110



16



3



644General and administrative


150



5



1







156Ceiling test and other impairments


7















7Other


10















10Allocated income taxes


162



59



6



(1
)Net income (loss) from oil and gas properties

$
275


$
96


$
19


$
(2
)Total operating expenses


















1,269Income from operations


















614Interest expense, net of interest income,capitalized interest and other


















(101
)Commodity derivative income


















316Income before income taxes

















$
829Total long-lived assets

$
5,973


$
405


$
177


$



$
6,555Additions to long-lived assets

$
1,816


$
133


$
38


$



$
1,987   95




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  OtherDomestic


Malaysia


China


International


Total(In millions)Year Ended December 31, 2009:Oil and gas revenues

$
972


$
321


$
45


$



$
1,338Operating expenses:Lease operating


203



51



5







259Production and other taxes


33



25



5







63Depreciation, depletion and amortization


463



111



13







587General and administrative


139



4



1







144Ceiling test and other impairments


1,344















1,344Other


8















8Allocated income taxes


(438
)


49



5



Net income (loss) from oil and gas properties

$
(780
)

$
81


$
16


$
Total operating expenses


















2,405Loss from operations


















(1,067
)Interest expense, net of interest income, capitalized interest
    and other


















(70
)Commodity derivative income


















252Loss before income taxes

















$
(885
)Total long-lived assets

$
4,668


$
379


$
155


$
3


$
5,205Additions to long-lived assets

$
1,275


$
98


$
59


$



$
1,432   96




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  OtherDomestic


Malaysia


China


International


Total(In millions)Year Ended December 31, 2008:Oil and gas revenues

$
1,861


$
305


$
59


$



$
2,225Operating expenses:Lease operating


210



52



3







265Production and other taxes


60



86



11







157Depreciation, depletion and amortization


597



88



12







697General and administrative


136



2



2



1



141Ceiling test and other impairments


1,792



71











1,863Other


4















4Allocated income taxes


(357
)


2



8



Net income (loss) from oil and gas properties

$
(581
)

$
4


$
23


$
(1
)Total operating expenses


















3,127Loss from operations


















(902
)Interest expense, net of interest income, capitalized interest
    and other


















(41
)Commodity derivative income


















408Loss before income taxes

















$
(535
)Total long-lived assets

$
5,212


$
390


$
109


$
3


$
5,714Additions to long-lived assets

$
2,065


$
182


$
43


$
1


$
2,291   15.
    Supplemental
    Cash Flows Information:  Year Ended December 31,2010

2009

2008(In millions)Cash Payments:Interest payments, net of interest capitalized of $58, $51 and
    $60during 2010, 2009 and 2008, respectively

$
79


$
74


$
47Income tax payments


87



3



6Non-cash items excluded from the statement of cash flows:(Increase) decrease in accrued capital expenditures

$
(8
)

$
12


$
33Increase in asset retirement costs


(13
)


(19
)


(16
)   16.
    Related
    Party Transaction:   97




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    17.
    Quarterly
    Results of Operations  (Unaudited):    2010 Quarter
    Ended(1)March 31

June 30

September 30

December 31(In millions, except per share data)Oil and gas revenues

$
458


$
448


$
449


$
528Income from operations


175



130



146



163Net income


244



96



161



22Basic earnings per common
    share(2)

$
1.87


$
0.73


$
1.22


$
0.17Diluted earnings per common share

$
1.84


$
0.72


$
1.20


$
0.172009 Quarter EndedMarch 31

June 30

September 30

December
    31(1)(In millions, except per share data)Oil and gas revenues

$
262


$
287


$
375


$
414Income (loss) from
    operations(3)


(1,355)



39



112



137Net income (loss)


(694)



(39)



78



113Basic earnings (loss) per common
    share(2)

$
(5.35)


$
(0.30)


$
0.59


$
0.87Diluted earnings (loss) per common share

$
(5.35)


$
(0.30)


$
0.58


$
0.86     (1)
    
    Effective December 31, 2009, we adopted revised
    authoritative accounting and disclosure requirements for oil and
    gas reserves. As a result, amounts for the fourth quarter of
    2009 and all quarters during 2010 are not on a basis comparable
    to prior periods.(2)
    
    The sum of the individual quarterly earnings (loss) per share
    may not agree with
    year-to-date
    earnings (loss) per share as each quarterly computation is based
    on the income or loss for that quarter and the weighted-average
    number of shares outstanding during that quarter.(3)
    
    Income (loss) from operations for the first quarter of 2009
    includes a full cost ceiling test writedown of $1.3 billion. 98




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  SUPPLEMENTARY
    FINANCIAL INFORMATION
  SUPPLEMENTARY
    OIL AND GAS DISCLOSURES  UNAUDITED
  Costs
    Incurred
    OtherDomestic


Malaysia


China


International


Total(In millions)2010:Property acquisitions:Unproved

$
329


$



$



$



$
329Proved


71















71Exploration(1)


896



45



24







965Development(2)


520



88



14







622Total costs
    incurred(3)

$
1,816


$
133


$
38


$



$
1,9872009:Property acquisitions:Unproved

$
114


$



$



$



$
114Proved


33















33Exploration(1)


817



38



47







902Development(2)


311



60



12







383Total costs
    incurred(3)

$
1,275


$
98


$
59


$



$
1,4322008:Property acquisitions:Unproved

$
235


$
9


$
1


$



$
245Proved


128















128Exploration(1)


1,294



53



28



1



1,376Development(2)


408



120



14







542Total costs
    incurred(3)

$
2,065


$
182


$
43


$
1


$
2,291     (1)
    
    Includes $248 million, $181 million and
    $351 million of domestic costs for non-exploitation
    activities for 2010, 2009 and 2008, respectively;
    $27 million, $21 million and $20 million of
    Malaysia costs for non-exploitation activities for 2010, 2009
    and 2008, respectively; and $24 million, $47 million
    and $28 million of China costs for non-exploitation
    activities for 2010, 2009 and 2008.
    Non-exploitation
    activities for Other International were immaterial in 2010 and
    2009, and $1 million in 2008.(2)
    
    Includes $13 million, $19 million and $15 million
    for 2010, 2009 and 2008, respectively, of asset retirement costs. 99




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  SUPPLEMENTARY
    FINANCIAL INFORMATION
  SUPPLEMENTARY
    OIL AND GAS DISCLOSURES 
    UNAUDITED  (Continued)
   (3)
    
    Other items impacting the capitalized costs of our oil and gas
    properties which are not included in total costs incurred are as
    follows:  2010


2009


2008(In millions)Proceeds from property sales  Domestic

$
12


$
33


$
17Insurance settlement proceeds  Domestic






7



Ceiling test writedown  Domestic






1,344



1,730Ceiling test writedown  Malaysia










71$
12


$
1,384


$
1,818   Capitalized
    Costs
    OtherDomestic


Malaysia


China


International


Total(In millions)December 31, 2010:Proved properties

$
9,903


$
673


$
166


$



$
10,742Unproved properties


1,383



94



66







1,54311,286



767



232







12,285Accumulated depreciation, depletion and amortization


(5,313
)


(362
)


(55
)






(5,730
)Net capitalized costs

$
5,973


$
405


$
177


$



$
6,555December 31, 2009:Proved properties

$
8,500


$
561


$
121


$



$
9,182Unproved properties


982



73



73



3



1,1319,482



634



194



3



10,313Accumulated depreciation, depletion and amortization


(4,814
)


(255
)


(39
)






(5,108
)Net capitalized costs

$
4,668


$
379


$
155


$
3


$
5,205December 31, 2008:Proved properties

$
8,457


$
473


$
102


$



$
9,032Unproved properties


1,133



63



33



3



1,2329,590



536



135



3



10,264Accumulated depreciation, depletion and amortization


(4,378
)


(146
)


(26
)






(4,550
)Net capitalized costs

$
5,212


$
390


$
109


$
3


$
5,714  100




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  SUPPLEMENTARY
    FINANCIAL INFORMATION
  SUPPLEMENTARY
    OIL AND GAS DISCLOSURES 
    UNAUDITED  (Continued)
  Reserves
    Recent SEC and FASB Rule-Making
    Activities. 2010-03, New Accounting
    Requirements
  2010-03 2010-03
  2010-03 Form 10-K
  
    All oil and gas reserves volumes presented as of and for the
    years ended December 31, 2010 and 2009 were prepared using
    the updated reserves rules and are not on a basis comparable
    with the prior period. This change in comparability occurred
    because we estimated our proved reserves at December 31,
    2010 and 2009 using the updated reserves rules, which require
    use of the unweighted average
    first-day-of-the-month
    commodity prices for the prior twelve months, adjusted for
    market differentials, and permits the use of reliable
    technologies to support reserve estimates. Under the previous
    reserve estimation rules, which are no longer in effect, our net
    proved oil and gas reserves would have been calculated using end
    of period oil and gas prices.
    Our full-cost ceiling test calculations at December 31,
    2010 and 2009 used discounted cash flow models for our estimated
    proved reserves, which were calculated using the updated
    reserves rules.
    We historically have applied a policy of using our year-end
    proved reserves to calculate our fourth quarter depletion rate.
    As a result, the estimate of proved reserves for determining our
    depletion rate and resulting expense for the fourth quarter of
    2009 and subsequent quarters is not on a basis comparable to the
    prior quarters or the prior year.  Reserves Estimates. Business and
    Properties
 101




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  SUPPLEMENTARY
    FINANCIAL INFORMATION
  SUPPLEMENTARY
    OIL AND GAS DISCLOSURES 
    UNAUDITED  (Continued)
  Estimated
    Net Quantities of Proved Oil and Gas Reserves
    Oil, Condensate and Natural


NaturalGas Liquids (MMBbls)


Gas (Bcf)


Total Natural Gas Equivalents (Bcfe)Domestic


Malaysia(1)


China(1)


Total


Domestic


Domestic


Malaysia(1)


China(1)


TotalProved developed and undeveloped reserves as of:December 31, 2007


95



14



5



114



1,810



2,381



83



32



2,496Revisions of previous estimates


(4
)


7



1



4



(93
)


(116
)


44



5



(67
)Extensions, discoveries and other additions


26



5



2



33



534



687



29



8



724Purchases of properties


1











1



29



34











34Sales of properties


















(2
)


(2
)










(2
)Production


(7
)


(4
)


(1
)


(12
)


(168
)


(210
)


(21
)


(4
)


(235
)December 31, 2008


111



22



7



140



2,110



2,774



135



41



2,950Revisions of previous
    estimates(2)


(3
)






(1
)


(4
)


(358
)


(376
)






(8
)


(384
)Extensions, discoveries and other
    additions(3)


38



8



2



48



1,045



1,270



48



13



1,331Purchases of properties


1











1



6



11











11Sales of properties


(2
)










(2
)


(26
)


(35
)










(35
)Production


(8
)


(5
)


(1
)


(14
)


(172
)


(220
)


(32
)


(5
)


(257
)December 31, 2009


137



25



7



169



2,605



3,424



151



41



3,616Revisions of previous
    estimates(4)


(5
)


1







(4
)


(268
)


(298
)


9







(289
)Extensions, discoveries and other additions


46



7







53



338



614



40







654Purchases of properties


2











2



9



22











22Sales of properties






















(3
)










(3
)Production


(10
)


(5
)


(1
)


(16
)


(192
)


(252
)


(31
)


(5
)


(288
)December 31, 2010


170



28



6



204



2,492



3,507



169



36



3,712Proved developed reserves as of:December 31, 2007


61



6



4



71



1,136



1,505



38



23



1,566December 31, 2008


65



12



5



82



1,336



1,727



72



28



1,827December 31, 2009


70



10



5



85



1,397



1,820



60



28



1,908December 31, 2010


90



15



5



110



1,505



2,045



91



28



2,164     (1)
    
    All of our reserves in Malaysia and China are associated with
    production sharing contracts and are calculated using the
    economic interest method.(2)
    
    Total revisions in 2009 included 259 Bcfe of reserves that
    were no longer economic utilizing a natural gas price of $3.87
    per MMBtu for our year-end 2009 reserve calculations. The
    remaining 125 Bcfe were performance related revisions.(3)
    
    Domestic extension, discoveries and other additions in 2009
    included 693 Bcfe of additions resulting from the change in
    the SEC definition of proved reserves, expanding proved
    undeveloped reserve locations beyond one direct offset away from
    producing wells. Such locations exist primarily in our Woodford
    Shale and Monument Butte fields.(4)
    
    Total revisions in 2010 include approximately 315 Bcfe of proved
    undeveloped reserves (nearly all Mid-Continent natural gas
    reserves) that were reclassified to probable reserves because a
    slower pace of development activity placed them beyond the
    five-year development horizon. 102




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  SUPPLEMENTARY
    FINANCIAL INFORMATION
  SUPPLEMENTARY
    OIL AND GAS DISCLOSURES 
    UNAUDITED  (Continued)
   Standardized
    Measure of Discounted Future Net Cash Flows Relating to Proved
    Oil and Gas Reserves
  Extractive Industries  Oil and Gas
    
    future costs and sales prices will probably differ from those
    required to be used in these calculations;
    actual production rates for future periods may vary
    significantly from the rates assumed in the calculations;
    a 10% discount rate may not be reasonable relative to risk
    inherent in realizing future net oil and gas revenues; and
    future net revenues may be subject to different rates of income
    taxation.     103




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##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  SUPPLEMENTARY
    FINANCIAL INFORMATION
  SUPPLEMENTARY
    OIL AND GAS DISCLOSURES 
    UNAUDITED  (Continued)
    Domestic


Malaysia


China


Total(In millions)2010:Future cash inflows

$
20,694


$
2,145


$
461


$
23,300Less related future:Production costs


(4,360
)


(1,056
)


(171
)


(5,587
)Development and abandonment costs


(3,089
)


(199
)


(23
)


(3,311
)Future net cash flows before income taxes


13,245



890



267



14,402Future income tax expense


(4,146
)


(191
)


(52
)


(4,389
)Future net cash flows before 10% discount


9,099



699



215



10,01310% annual discount for estimating timing of cash flows


(5,041
)


(142
)


(76
)


(5,259
)Standardized measure of discounted future net cash flows

$
4,058


$
557


$
139


$
4,7542009:Future cash inflows

$
14,738


$
1,594


$
392


$
16,724Less related future:Production costs


(3,864
)


(701
)


(109
)


(4,674
)Development and abandonment costs


(3,016
)


(245
)


(27
)


(3,288
)Future net cash flows before income taxes


7,858



648



256



8,762Future income tax expense


(1,879
)


(109
)


(52
)


(2,040
)Future net cash flows before 10% discount


5,979



539



204



6,72210% annual discount for estimating timing of cash flows


(3,645
)


(133
)


(80
)


(3,858
)Standardized measure of discounted future net cash flows

$
2,334


$
406


$
124


$
2,8642008:Future cash inflows

$
13,629


$
879


$
242


$
14,750Less related future:Production costs


(3,782
)


(329
)


(62
)


(4,173
)Development and abandonment costs


(2,510
)


(148
)


(23
)


(2,681
)Future net cash flows before income taxes


7,337



402



157



7,896Future income tax expense


(1,895
)


(18
)


(21
)


(1,934
)Future net cash flows before 10% discount


5,442



384



136



5,96210% annual discount for estimating timing of cash flows


(2,897
)


(81
)


(55
)


(3,033
)Standardized measure of discounted future net cash flows

$
2,545


$
303


$
81


$
2,929  104




---



##### Table of Contents



NEWFIELD
    EXPLORATION COMPANY
  SUPPLEMENTARY
    FINANCIAL INFORMATION
  SUPPLEMENTARY
    OIL AND GAS DISCLOSURES 
    UNAUDITED  (Continued)
    Domestic


Malaysia


China


Total(In millions)2010:Beginning of the period

$
2,334


$
406


$
124


$
2,864Revisions of previous estimates:Changes in prices and costs


1,720



54



25



1,799Changes in quantities


(372
)


44







(328
)Changes in future development costs


119



(18
)


(2
)


99Development costs incurred during the period


401



92



8



501Additions to proved reserves resulting from extensions,discoveries and improved recovery, less related costs


1,179



194







1,373Purchases and sales of reserves in place, net


60











60Accretion of discount


307



49



16



372Sales of oil and gas, net of production costs


(810
)


(187
)


(32
)


(1,029
)Net change in income taxes


(1,115
)


(70
)


(2
)


(1,187
)Production timing and other


235



(7
)


2



230Net increase


1,724



151



15



1,890End of period

$
4,058


$
557


$
139


$
4,7542009:Beginning of the period

$
2,545


$
303


$
81


$
2,929Revisions of previous estimates:Changes in prices and costs


(351
)


142



55



(154
)Changes in quantities


(550
)


(1
)


(35
)


(586
)Changes in future development costs


273



13



(8
)


278Development costs incurred during the period


303



51



9



363Additions to proved reserves resulting from extensions,discoveries and improved recovery, less related costs


572



99



50



721Purchases and sales of reserves in place, net


(23
)










(23
)Accretion of discount


336



33



9



378Sales of oil and gas, net of production costs


(807
)


(130
)


(21
)


(958
)Net change in income taxes


164



(68
)


(19
)


77Production timing and other


(128
)


(36
)


3



(161
)Net increase (decrease)


(211
)


103



43



(65
)End of period

$
2,334


$
406


$
124


$
2,8642008:Beginning of the period

$
4,033


$
368


$
130


$
4,531Revisions of previous estimates:Changes in prices and costs


(2,558
)


(189
)


(79
)


(2,826
)Changes in quantities


(196
)


169



13



(14
)Changes in future development costs


(10
)


(33
)


1



(42
)Development costs incurred during the period


352



88



13



453Additions to proved reserves resulting from extensions,discoveries and improved recovery, less related costs


774



61



18



853Purchases and sales of reserves in place, net


46











46Accretion of discount


580



44



16



640Sales of oil and gas, net of production costs


(1,230
)


(166
)


(34
)


(1,430
)Net change in income taxes


952



58



20



1,030Production timing and other


(198
)


(97
)


(17
)


(312
)Net decrease


(1,488
)


(65
)


(49
)


(1,602
)End of period

$
2,545


$
303


$
81


$
2,929  105




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures Disclosure
    Controls and Procedures  Rule 13a-15(e)
 Managements
    Report on Internal Control over Financial Reporting and Report
    of Independent Registered Public Accounting Firm   Changes
    in Internal Control over Financial Reporting    Item 9B.
    Other
    Information   106




---



##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance   Corporate
    Code of Business Conduct and Ethics  www.newfield.com.
  Form 8-K Regulation S-K www.newfield.com
 Corporate
    Governance Materials  www.newfield.com
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accounting Fees and Services   107




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##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules Financial
    Statements   Financial
    Statement Schedules   Exhibits  ExhibitNumber



Title3
.1



Second Restated Certificate of Incorporation of Newfield
    (incorporated by reference to Exhibit 3.1 to
    Newfields Annual Report on
    Form 10-K
    for the year ended December 31, 1999 (File
    No. 1-12534))3
.1.1



Certificate of Amendment to Second Restated Certificate of
    Incorporation of Newfield dated May 15, 1997 (incorporated
    by reference to Exhibit 3.1.1 to Newfields
    Registration Statement on
    Form S-3
    (Registration
    No. 333-32582))3
.1.2



Certificate of Amendment to Second Restated Certificate of
    Incorporation of Newfield dated May 12, 2004 (incorporated
    by reference to Exhibit 4.2.3 to Newfields
    Registration Statement on
    Form S-8
    (Registration
    No. 333-116191))3
.1.3



Certificate of Designation of Series A Junior Participating
    Preferred Stock, par value $0.01 per share, setting forth the
    terms of the Series A Junior Participating Preferred Stock,
    par value $0.01 per share (incorporated by reference to
    Exhibit 3.5 to Newfields Annual Report on
    Form 10-K
    for the year ended December 31, 1998 (File
    No. 1-12534))3
.2



Amended and Restated Bylaws of Newfield (incorporated by
    reference to Exhibit 3.2 to Newfields Current Report
    on
    Form 8-K
    filed with the SEC on February 6, 2009 (File
    No. 1-12534))4
.1



Senior Indenture dated as of February 28, 2001 between
    Newfield and Wachovia Bank, National Association (formerly First
    Union National Bank), as Trustee (incorporated by reference to
    Exhibit 4.1 to Newfields Current Report on
    Form 8-K
    filed with the SEC on February 28, 2001 (File
    No. 1-12534))4
.1.1



First Supplemental Indenture, dated as of February 19,
    2010, to Senior Indenture dated as of February 28, 2001
    between Newfield and U.S. Bank National Association (as
    successor to First Union National Bank, as Trustee (incorporated
    by reference to Exhibit 4.1 to Newfields Current
    Report on
    Form 8-K
    filed with the SEC on February 19, 2010 (File
    No. 1-12534))4
.2



Subordinated Indenture dated as of December 10, 2001
    between Newfield and Wachovia Bank, National Association
    (formerly First Union National Bank), as Trustee (incorporated
    by reference to Exhibit 4.5 of Newfields Registration
    Statement on
    Form S-3
    (Registration
    No. 333-71348))4
.2.1



Second Supplemental Indenture, dated as of August 18, 2004,
    to Subordinated Indenture dated as of December 10, 2001
    between Newfield and Wachovia Bank, National Association, as
    Trustee (incorporated by reference to Exhibit 4.6.3 to
    Newfields Registration Statement on
    Form S-4
    (Registration
    No. 333-122157))4
.2.2



Third Supplemental Indenture, dated as of April 3, 2006, to
    Subordinated Indenture dated as of December 10, 2001
    between Newfield and Wachovia Bank, National Association, as
    Trustee (incorporated by reference to Exhibit 4.4.3 of
    Newfields Current Report on
    Form 8-K
    filed with the SEC on April 3, 2006 (File
    No. 1-12534))4
.2.3



Form of Fourth Supplemental Indenture, to be dated as of
    May 8, 2008, to Subordinated Indenture dated as of
    December 10, 2001 between Newfield and Wachovia Bank,
    National Association, as Trustee (incorporated by reference to
    Exhibit 4.1 to Newfields Current Report on
    Form 8-K
    filed with the SEC on May 7, 2008 (File
    No. 1-12534)) 108




---



##### Table of Contents



ExhibitNumber



Title4
.2.4



Fifth Supplemental Indenture, dated as of January 25, 2010,
    to Subordinated Indenture dated as of December 10, 2001
    between Newfield and Wachovia Bank, National Association, as
    Trustee (incorporated by reference to Exhibit 4.1 of
    Newfields Current Report on
    Form 8-K
    filed with the SEC on January 25, 2010 (File
    No. 1-12534))10
.1



Newfield Exploration Company 1995 Omnibus Stock Plan
    (incorporated by reference to Exhibit 4.1 to
    Newfields Registration Statement on
    Form S-8
    (Registration
    No. 33-92182))10
.1.1



First Amendment to Newfield Exploration Company 1995 Omnibus
    Stock Plan (incorporated by reference to Exhibit 10.1 to
    Newfields Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2003 (File
    No. 1-12534))10
.1.2



Second Amendment to Newfield Exploration Company 1995 Omnibus
    Stock Plan (incorporated by reference to Exhibit 99.1 to
    Newfields Current Report on
    Form 8-K
    filed with the SEC on May 5, 2005 (File
    No. 1-12534))10
.2



Newfield Exploration Company 1998 Omnibus Stock Plan
    (incorporated by reference to Exhibit 4.1.1 to
    Newfields Registration Statement on
    Form S-8
    (Registration
    No. 333-59383))10
.2.1



Amendment of 1998 Omnibus Stock Plan, dated May 7, 1998
    (incorporated by reference to Exhibit 4.1.2 to
    Newfields Registration Statement on
    Form S-8
    (Registration
    No. 333-59383))10
.2.2



Second Amendment to Newfield Exploration Company 1998 Omnibus
    Stock Plan (as amended on May 7, 1998) (incorporated by
    reference to Exhibit 10.2 to Newfields Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended June 30, 2003 (File
    No. 1-12534))10
.2.3



Third Amendment to Newfield Exploration Company 1998 Omnibus
    Stock Plan (incorporated by reference to Exhibit 99.2 to
    Newfields Current Report on
    Form 8-K
    filed with the SEC on May 5, 2005 (File
    No. 1-12534))10
.3



Newfield Exploration Company 2000 Omnibus Stock Plan (As Amended
    and Restated Effective February 14, 2002) (incorporated by
    reference to Exhibit 10.7.2 to Newfields Annual
    Report on
    Form 10-K
    for the year ended December 31, 2001 (File
    No. 1-12534))10
.3.1



First Amendment to Newfield Exploration Company 2000 Omnibus
    Plan (As Amended and Restated Effective February 14, 2002)
    (incorporated by reference to Exhibit 10.3 to
    Newfields Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2003 (File
    No. 1-12534))10
.3.2



Second Amendment to Newfield Exploration Company 2000 Omnibus
    Stock Plan (As Amended and Restated Effective February 14,
    2002) (incorporated by reference to Exhibit 99.3 to
    Newfields Current Report on
    Form 8-K
    filed with the SEC on May 5, 2005 (File
    No. 1-12534))10
.4



Newfield Exploration Company 2004 Omnibus Stock Plan (As Amended
    and Restated Effective February 7, 2007) (incorporated by
    reference to Exhibit 10.1 to Newfields Current Report
    on
    Form 8-K/A
    filed with the SEC on March 1, 2007 (File
    No. 1-12534))10
.4.1



First Amendment to Newfield Exploration Company 2004 Omnibus
    Stock Plan (As Amended and Restated Effective February 7,
    2007) (incorporated by reference to Exhibit 10.4.1 to
    Newfields Annual Report on
    Form 10-K
    for the year ended December 31, 2007 (File
    No. 1-12534))10
.5



Newfield Exploration Company 2007 Omnibus Stock Plan
    (incorporated by reference to Appendix A to Newfields
    definitive proxy statement on Schedule 14A for its 2007
    Annual Meeting of Stockholders filed with the SEC on
    March 16, 2007 (File
    No. 1-12534))10
.5.1



First Amendment to Newfield Exploration Company 2007 Omnibus
    Stock Plan (incorporated by reference to Exhibit 10.5.1 to
    Newfields Annual Report on
    Form 10-K
    for the year ended December 31, 2007 (File
    No. 1-12534))10
.6



Newfield Exploration Company 2009 Omnibus Stock Plan
    (incorporated by reference to Exhibit 99.1 of
    Newfields Registration Statement on
    Form S-8
    (Registration
    No. 333-158961))10
.7



Form of TSR 2003 Restricted Stock Agreement between Newfield and
    each of David A. Trice, Terry W. Rathert, William D. Schneider,
    Lee K. Boothby, George T. Dunn, Gary D. Packer, James T.
    Zernell, Mona Leigh Bernhardt, William Mark Blumenshine, Stephen
    C. Campbell and James J. Metcalf dated as of February 12,
    2003 (incorporated by reference to Exhibit 10.3.2 to
    Newfields Annual Report on
    Form 10-K
    for the year ended December 31, 2004 (File
    No. 1-12534)) 109




---



##### Table of Contents



ExhibitNumber



Title10
.8



Form of TSR 2005 Restricted Stock Agreement between Newfield and
    each of David A. Trice, Terry W. Rathert, William D. Schneider,
    Lee K. Boothby, George T. Dunn, Gary D. Packer, James T.
    Zernell, Mona Leigh Bernhardt, William Mark Blumenshine, Stephen
    C. Campbell, James J. Metcalf, Daryll T. Howard, Samuel E.
    Langford, Brian L. Rickmers and Susan G. Riggs dated as of
    February 8, 2005 (incorporated by reference to
    Exhibit 10.1 to Newfields Current Report on
    Form 8-K
    filed with the SEC on February 11, 2005 (File
    No. 1-12534))10
.9



Form of TSR 2006 Restricted Stock Agreement between Newfield and
    each of Darryl T. Howard and Samuel E. Langford dated as of
    February 14, 2006 (incorporated by reference to
    Exhibit 10.1 to Newfields Current Report on
    Form 8-K/A
    filed with the SEC on February 21, 2006 (File
    No. 1-12534))10
.10



Form of TSR 2007 Restricted Stock Agreement between Newfield and
    each of David A. Trice, Michael Van Horn, Terry W. Rathert,
    William D. Schneider, Lee K. Boothby, George T. Dunn, John H.
    Jasek, Gary D. Packer and James T. Zernell dated as of
    February 14, 2007 (incorporated by reference to
    Exhibit 10.2 to Newfields Current Report on
    Form 8-K
    filed with the SEC on February 21, 2007 (File
    No. 1-12534))10
.11



Form of 2007 Restricted Unit Agreement between Newfield and each
    of Michael Van Horn, Terry W. Rathert, William D. Schneider, Lee
    K. Boothby, George T. Dunn, John H. Jasek, Gary D. Packer, James
    T. Zernell, Mona Leigh Bernhardt, William Mark Blumenshine,
    Stephen C. Campbell, James J. Metcalf, Brian L. Rickmers and
    Susan G. Riggs dated as of February 14, 2007 (incorporated
    by reference to Exhibit 10.3 to Newfields Current
    Report on
    Form 8-K
    filed with the SEC on February 21, 2007 (File
    No. 1-12534))10
.12



Form of Restricted Stock Agreement between Newfield and
    (a) John Marziotti dated as of August 1, 2007 and
    (b) Lee K. Boothby and George T. Dunn dated as of
    October 1, 2007 (incorporated by reference to
    Exhibit 10.10 to Newfields Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2007 (File
    No. 1-12534))10
.13



Form of 2008 Restricted Unit Agreement between Newfield and each
    of Lee K. Boothby, Michael Van Horn, Terry W. Rathert, William
    D. Schneider, George T. Dunn, Gary D. Packer, John H. Jasek,
    James T. Zernell, William Mark Blumenshine, Mona Leigh
    Bernhardt, Stephen C. Campbell, James J. Metcalf, John D.
    Marziotti, Brian L. Rickmers, Susan G. Riggs, Daryll T. Howard
    and Samuel E. Langford dated as of February 7, 2008 and
    William Mark Blumenshine dated as of March 15, 2008
    (incorporated by reference to Exhibit 10.1 to
    Newfields Current Report on
    Form 8-K
    filed with the SEC on February 14, 2008 (File
    No. 1-12534))10
.13.1



Form of Amended and Restated 2008 Restricted Unit Agreement
    between Newfield and William D. Schneider effective as of
    February 7, 2008 (to make technical corrections only)
    (incorporated by reference to Exhibit 10.13.1 to
    Newfields Annual Report on
    Form 10-K
    for the year ended December 31, 2009 (File
    No. 1-12534))10
.14



Form of 2008 Stock Option Agreement between Newfield and David
    A. Trice dated as of February 7, 2008 (incorporated by
    reference to Exhibit 10.2 to Newfields Current Report
    on
    Form 8-K
    filed with the SEC on February 14, 2008 (File
    No. 1-12534))10
.15



Form of 2008 Stock Option Agreement between Newfield and each of
    Lee K. Boothby, Michael Van Horn, George T. Dunn, John H. Jasek,
    Gary D. Packer, James T. Zernell, William Mark Blumenshine, Mona
    Leigh Bernhardt, Stephen C. Campbell, John D. Marziotti, James
    J. Metcalf, Brian L. Rickmers, Susan G. Riggs, Daryll T. Howard
    and Samuel E. Langford dated as of February 7, 2008
    (incorporated by reference to Exhibit 10.3 to
    Newfields Current Report on
    Form 8-K
    filed with the SEC on February 14, 2008 (File
    No. 1-12534))10
.16



Form of Restricted Stock Agreement dated as of February 4,
    2009 between Newfield and its executive officers (incorporated
    by reference to Exhibit 10.15 to Newfields Current
    Report on
    Form 8-K
    filed with the SEC on February 6, 2009 (File
    No. 1-12534))10
.17



Retirement Agreement between Newfield and David A. Trice dated
    as of April 20, 2009 (with Form of Restricted Stock Unit
    Agreement and Form of Non-Compete Agreement attached thereto)
    (incorporated by reference to Exhibit 10.23 to
    Newfields Current Report on
    Form 8-K
    filed with the SEC on April 22, 2009 (File
    No. 1-12534)) 110




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##### Table of Contents



ExhibitNumber



Title10
.18



Form of Restricted Stock Agreement between Newfield and each of
    Lee K. Boothby and Gary D. Packer dated as of May 7, 2009
    (incorporated by reference to Exhibit 10.24 to
    Newfields Current Report on
    Form 8-K
    filed with the SEC on May 11, 2009 (File
    No. 1-12534))10
.19



Form of Restricted Stock Agreement between Newfield and each of
    Daryll T. Howard and Samuel E. Langford dated as of May 7,
    2009 (incorporated by reference to Exhibit 10.27 to
    Newfields Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2009 (File
    No. 1-12534))10
.20



Form of 2010 TSR Restricted Stock Unit Agreement between
    Newfield and its executive officers dated as of February 4,
    2010 (incorporated by reference to Exhibit 10.20 to
    Newfields Annual Report on
    Form 10-K
    for the year ended December 31, 2009 (File
    No. 1-12534))10
.21



Form of 2010 Restricted Stock Unit Agreement between Newfield
    and its executive officers dated as of February 4, 2010
    (incorporated by reference to Exhibit 10.21 to
    Newfields Annual Report on
    Form 10-K
    for the year ended December 31, 2009 (File
    No. 1-12534))10
.22



Newfield Exploration Company 2009 Non-Employee Director
    Restricted Stock Plan (incorporated by reference to
    Exhibit 99.2 to Newfields Registration Statement on
    Form S-8
    (Registration
    No. 333-158961)
    (File
    No. 1-12534))10
.23



Summary of Non-Employee Director Compensation Program
    (incorporated by reference to Exhibit 10.22 to
    Newfields Annual Report on
    Form 10-K
    for the year ended December 31, 2009 (File
    No. 1-12534))10
.24



Second Amended and Restated Newfield Exploration Company 2003
    Incentive Compensation Plan (incorporated by reference to
    Exhibit 10.2 to Newfields Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2007 (File
    No. 1-12534))*10
.25



Newfield Exploration Company 2011 Annual Incentive Plan10
.26



Newfield Exploration Company Deferred Compensation Plan as
    Amended and Restated as of November 6, 2008 (incorporated
    by reference to Exhibit 10.17.1 to Newfields Current
    Report on
    Form 8-K
    filed with the SEC on November 10, 2008 (File
    No. 1-12534))*10
.27



Third Amended and Restated Newfield Exploration Company Change
    of Control Severance Plan (to make technical corrections only)*10
.28



Form of Third Amended and Restated Change of Control Severance
    Agreement between Newfield and Terry W. Rathert dated effective
    as of January 1, 2009 (to make technical corrections only)*10
.29



Form of Third Amended and Restated Change of Control Severance
    Agreement between Newfield and William D. Schneider dated
    effective as of January 1, 2009 (to make technical
    corrections only)*10
.30



Form of Second Amended and Restated Change of Control Severance
    Agreement between Newfield and Michael Van Horn dated effective
    as of January 1, 2009 (to make technical corrections only)*10
.31



Form of Third Amended and Restated Change of Control Severance
    Agreement between Newfield and Lee K. Boothby dated effective as
    of January 1, 2009 (to make technical corrections only)*10
.32



Form of Second Amended and Restated Change of Control Severance
    Agreement between Newfield and each of John H. Jasek and James
    T. Zernell dated effective as of January 1, 2009 (to make
    technical corrections only)*10
.33



Form of Fourth Amended and Restated Change of Control Severance
    Agreement between Newfield and each of George T. Dunn and Gary
    D. Packer dated effective as of January 1, 2009 (to make
    technical corrections only)10
.34



Form of Indemnification Agreement between Newfield and each of
    its directors and executive officers (incorporated by reference
    to Exhibit 10.20 to Newfields Current Report on
    Form 8-K
    filed with the SEC on February 6, 2009 (File
    No. 1-12534))10
.35.1



Resolution of Members Establishing the Preferences, Limitations
    and Relative Rights of Series A Preferred Shares of
    Newfield China, LDC dated May 14, 1997 (incorporated by
    reference to Exhibit 10.15 to Newfields Registration
    Statement on
    Form S-3
    (Registration
    No. 333-32587)) 111




---



##### Table of Contents



ExhibitNumber



Title10
.35.2



Amendment to Resolution of Members Establishing the Preferences,
    Limitations and Relative Rights of Series A
    Preferred Shares of Newfield China, LDC effective as of
    September 12, 2007 (incorporated by reference to
    Exhibit 10.21.2 to Newfields Annual Report on
    Form 10-K
    for the year ended December 31, 2008 (File
    No. 1-12534))10
.36



Credit Agreement, dated as of June 22, 2007, among Newfield
    Exploration Company, the Lenders party thereto, and JP Morgan
    Chase Bank, N.A., as Administrative Agent and as Issuing Bank
    (incorporated by reference to Exhibit 10.11 to
    Newfields Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2007 (File
    No. 1-12534))*21
.1



List of Significant Subsidiaries*23
.1



Consent of PricewaterhouseCoopers LLP*24
.1



Power of Attorney*31
.1



Certification of Chief Executive Officer of Newfield Exploration
    Company pursuant to 15 U.S.C. Section 7241, as adopted
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*31
.2



Certification of Chief Financial Officer of Newfield Exploration
    Company pursuant to 15 U.S.C. Section 7241, as adopted
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*32
.1



Certification of Chief Executive Officer of Newfield Exploration
    Company 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 Chief Financial Officer of Newfield Exploration
    Company pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002     *
    
    Filed or furnished herewith.
    
    Identifies management contracts and compensatory plans or
    arrangements. 112




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##### Table of Contents



SIGNATURES
      By:
    /s/  LEE
    K. BOOTHBY   President and Chief Executive Officer
    Signature

Title/s/  LEE
    K. BOOTHBYLee
    K. Boothby

President, Chief Executive Officer and Chairman of the Board 
    (Principal Executive Officer)/s/  TERRY
    W. RATHERTTerry
    W. Rathert

Executive Vice President and Chief Financial Officer 
    (Principal Financial Officer)/s/  BRIAN
    L. RICKMERSBrian
    L. Rickmers

Controller (Principal Accounting Officer)/s/  PHILIP
    J. BURGUIERES*Philip
    J. Burguieres

Director/s/  PAMELA
    J. GARDNER*Pamela
    J. Gardner

Director/s/  JOHN
    R. KEMP III*John
    R. Kemp III

Director/s/  J.
    MICHAEL LACEY*J.
    Michael Lacey

Director/s/  JOSEPH
    H. NETHERLAND*Joseph
    H. Netherland

Director/s/  HOWARD
    H. NEWMAN*Howard
    H. Newman

Director/s/  THOMAS
    G. RICKS*Thomas
    G. Ricks

Director 113




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##### Table of Contents



Signature

Title/s/  JUANITA
    F. ROMANS*Juanita
    F. Romans

Director/s/  C.
    E. SHULTZ*C.
    E. Shultz

Director/s/  J.
    TERRY STRANGE*J.
    Terry Strange

Director*By:

/s/  BRIAN
    L.
    RICKMERSBrian
    L. Rickmers,
    as
    Attorney-in-Fact  114




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    
    
    Title3.1
    
    
    
    Second Restated Certificate of Incorporation of
Newfield (incorporated by reference to Exhibit 3.1 to
Newfields Annual Report on Form 10-K for the year
ended December 31, 1999 (File No. 1-12534))3.1.1
    
    
    
    Certificate of Amendment to Second Restated
Certificate of Incorporation of Newfield dated May 15,
1997 (incorporated by reference to Exhibit 3.1.1 to
Newfields Registration Statement on Form S-3
(Registration No. 333-32582))3.1.2
    
    
    
    Certificate of Amendment to Second Restated
Certificate of Incorporation of Newfield dated May 12,
2004 (incorporated by reference to Exhibit 4.2.3 to
Newfields Registration Statement on Form S-8
(Registration No. 333-116191))3.1.3
    
    
    
    Certificate of Designation of Series A Junior
Participating Preferred Stock, par value $0.01 per
share, setting forth the terms of the Series A Junior
Participating Preferred Stock, par value $0.01 per
share (incorporated by reference to Exhibit 3.5 to
Newfields Annual Report on Form 10-K for the year
ended December 31, 1998 (File No. 1-12534))3.2
    
    
    
    Amended and Restated Bylaws of Newfield (incorporated
by reference to Exhibit 3.2 to Newfields Current
Report on Form 8-K filed with the SEC on February 6,
2009 (File No. 1-12534))4.1
    
    
    
    Senior Indenture dated as of February 28, 2001 between
Newfield and Wachovia Bank, National Association
(formerly First Union National Bank), as Trustee
(incorporated by reference to Exhibit 4.1 to
Newfields Current Report on Form 8-K filed with the
SEC on February 28, 2001 (File No. 1-12534))4.1.1
    
    
    
    First Supplemental Indenture, dated as of February 19,
2010, to Senior Indenture dated as of February 28,
2001 between Newfield and U.S. Bank National
Association (as successor to First Union National
Bank, as Trustee (incorporated by reference to Exhibit
4.1 to Newfields Current Report on Form 8-K filed
with the SEC on February 19, 2010 (File No. 1-12534))4.2
    
    
    
    Subordinated Indenture dated as of December 10, 2001
between Newfield and Wachovia Bank, National
Association (formerly First Union National Bank), as
Trustee (incorporated by reference to Exhibit 4.5 of
Newfields Registration Statement on Form S-3
(Registration No. 333-71348))4.2.1
    
    
    
    Second Supplemental Indenture, dated as of August 18,
2004, to Subordinated Indenture dated as of December
10, 2001 between Newfield and Wachovia Bank, National
Association, as Trustee (incorporated by reference to
Exhibit 4.6.3 to Newfields Registration Statement on
Form S-4 (Registration No. 333-122157))4.2.2
    
    
    
    Third Supplemental Indenture, dated as of April 3,
2006, to Subordinated Indenture dated as of December
10, 2001 between Newfield and Wachovia Bank, National
Association, as Trustee (incorporated by reference to
Exhibit 4.4.3 of Newfields Current Report on Form 8-K
filed with the SEC on April 3, 2006 (File No.
1-12534))4.2.3
    
    
    
    Form of Fourth Supplemental Indenture, to be dated as
of May 8, 2008, to Subordinated Indenture dated as of
December 10, 2001 between Newfield and Wachovia Bank,
National Association, as Trustee (incorporated by
reference to Exhibit 4.1 to Newfields Current Report
on Form 8-K filed with the SEC on May 7, 2008 (File
No. 1-12534))4.2.4
    
    
    
    Fifth Supplemental Indenture, dated as of January 25,
2010, to Subordinated Indenture dated as of December
10, 2001 between Newfield and Wachovia Bank, National
Association, as Trustee (incorporated by reference to
Exhibit 4.1 of Newfields Current Report on Form 8-K
filed with the SEC on January 25, 2010 (File No.
1-12534))10.1
    
    
    
    Newfield Exploration Company 1995 Omnibus Stock Plan
(incorporated by reference to Exhibit 4.1 to
Newfields Registration Statement on Form S-8
(Registration No. 33-92182))10.1.1
    
    
    
    First Amendment to Newfield Exploration Company 1995
Omnibus Stock Plan (incorporated by reference to
Exhibit 10.1 to Newfields Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2003
(File No. 1-12534))




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##### Table of Contents



ExhibitNumber
    
    
    
    Title10.1.2
    
    
    
    Second Amendment to Newfield Exploration Company 1995
Omnibus Stock Plan (incorporated by reference to
Exhibit 99.1 to Newfields Current Report on Form 8-K
filed with the SEC on May 5, 2005 (File No. 1-12534))10.2
    
    
    
    Newfield Exploration Company 1998 Omnibus Stock Plan
(incorporated by reference to Exhibit 4.1.1 to
Newfields Registration Statement on Form S-8
(Registration No. 333-59383))10.2.1
    
    
    
    Amendment of 1998 Omnibus Stock Plan, dated May 7,
1998 (incorporated by reference to Exhibit 4.1.2 to
Newfields Registration Statement on Form S-8
(Registration No. 333-59383))10.2.2
    
    
    
    Second Amendment to Newfield Exploration Company 1998
Omnibus Stock Plan (as amended on May 7, 1998)
(incorporated by reference to Exhibit 10.2 to
Newfields Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2003 (File No.
1-12534))10.2.3
    
    
    
    Third Amendment to Newfield Exploration Company 1998
Omnibus Stock Plan (incorporated by reference to
Exhibit 99.2 to Newfields Current Report on Form 8-K
filed with the SEC on May 5, 2005 (File No. 1-12534))10.3
    
    
    
    Newfield Exploration Company 2000 Omnibus Stock Plan
(As Amended and Restated Effective February 14, 2002)
(incorporated by reference to Exhibit 10.7.2 to
Newfields Annual Report on Form 10-K for the year
ended December 31, 2001 (File No. 1-12534))10.3.1
    
    
    
    First Amendment to Newfield Exploration Company 2000
Omnibus Plan (As Amended and Restated Effective
February 14, 2002) (incorporated by reference to
Exhibit 10.3 to Newfields Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2003
(File No. 1-12534))10.3.2
    
    
    
    Second Amendment to Newfield Exploration Company 2000
Omnibus Stock Plan (As Amended and Restated Effective
February 14, 2002) (incorporated by reference to
Exhibit 99.3 to Newfields Current Report on Form 8-K
filed with the SEC on May 5, 2005 (File No. 1-12534))10.4
    
    
    
    Newfield Exploration Company 2004 Omnibus Stock Plan
(As Amended and Restated Effective February 7, 2007)
(incorporated by reference to Exhibit 10.1 to
Newfields Current Report on Form 8-K/A filed with the
SEC on March 1, 2007 (File No. 1-12534))10.4.1
    
    
    
    First Amendment to Newfield Exploration Company 2004
Omnibus Stock Plan (As Amended and Restated Effective
February 7, 2007) (incorporated by reference to
Exhibit 10.4.1 to Newfields Annual Report on Form
10-K for the year ended December 31, 2007 (File No.
1-12534))10.5
    
    
    
    Newfield Exploration Company 2007 Omnibus Stock Plan
(incorporated by reference to Appendix A to Newfields
definitive proxy statement on Schedule 14A for its
2007 Annual Meeting of Stockholders filed with the SEC
on March 16, 2007 (File No. 1-12534))10.5.1
    
    
    
    First Amendment to Newfield Exploration Company 2007
Omnibus Stock Plan (incorporated by reference to
Exhibit 10.5.1 to Newfields Annual Report on Form
10-K for the year ended December 31, 2007 (File No.
1-12534))10.6
    
    
    
    Newfield Exploration Company 2009 Omnibus Stock Plan
(incorporated by reference to Exhibit 99.1 of
Newfields Registration Statement on Form S-8
(Registration No. 333-158961))10.7
    
    
    
    Form of TSR 2003 Restricted Stock Agreement between
Newfield and each of David A. Trice, Terry W. Rathert,
William D. Schneider, Lee K. Boothby, George T. Dunn,
Gary D. Packer, James T. Zernell, Mona Leigh
Bernhardt, William Mark Blumenshine, Stephen C.
Campbell and James J. Metcalf dated as of February 12,
2003 (incorporated by reference to Exhibit 10.3.2 to
Newfields Annual Report on Form 10-K for the year
ended December 31, 2004 (File No. 1-12534))10.8
    
    
    
    Form of TSR 2005 Restricted Stock Agreement between
Newfield and each of David A. Trice, Terry W. Rathert,
William D. Schneider, Lee K. Boothby, George T. Dunn,
Gary D. Packer, James T. Zernell, Mona Leigh
Bernhardt, William Mark Blumenshine, Stephen C.
Campbell, James J. Metcalf, Daryll T. Howard, Samuel
E. Langford, Brian L. Rickmers and Susan G. Riggs
dated as of February 8, 2005 (incorporated by
reference to Exhibit 10.1 to Newfields Current Report
on Form 8-K filed with the SEC on February 11, 2005
(File No. 1-12534))




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##### Table of Contents



ExhibitNumber
    
    
    
    Title10.9
    
    
    
    Form of TSR 2006 Restricted Stock Agreement between
Newfield and each of Darryl T. Howard and Samuel E.
Langford dated as of February 14, 2006 (incorporated
by reference to Exhibit 10.1 to Newfields Current
Report on Form 8-K/A filed with the SEC on February
21, 2006 (File No. 1-12534))10.10
    
    
    
    Form of TSR 2007 Restricted Stock Agreement between
Newfield and each of David A. Trice, Michael Van Horn,
Terry W. Rathert, William D. Schneider, Lee K.
Boothby, George T. Dunn, John H. Jasek, Gary D. Packer
and James T. Zernell dated as of February 14, 2007
(incorporated by reference to Exhibit 10.2 to
Newfields Current Report on Form 8-K filed with the
SEC on February 21, 2007 (File No. 1-12534))10.11
    
    
    
    Form of 2007 Restricted Unit Agreement between
Newfield and each of Michael Van Horn, Terry W.
Rathert, William D. Schneider, Lee K. Boothby, George
T. Dunn, John H. Jasek, Gary D. Packer, James T.
Zernell, Mona Leigh Bernhardt, William Mark
Blumenshine, Stephen C. Campbell, James J. Metcalf,
Brian L. Rickmers and Susan G. Riggs dated as of
February 14, 2007 (incorporated by reference to
Exhibit 10.3 to Newfields Current Report on Form 8-K
filed with the SEC on February 21, 2007 (File No.
1-12534))10.12
    
    
    
    Form of Restricted Stock Agreement between Newfield
and (a) John Marziotti dated as of August 1, 2007 and
(b) Lee K. Boothby and George T. Dunn dated as of
October 1, 2007 (incorporated by reference to Exhibit
10.10 to Newfields Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2007 (File No.
1-12534))10.13
    
    
    
    Form of 2008 Restricted Unit Agreement between
Newfield and each of Lee K. Boothby, Michael Van Horn,
Terry W. Rathert, William D. Schneider, George T.
Dunn, Gary D. Packer, John H. Jasek, James T. Zernell,
William Mark Blumenshine, Mona Leigh Bernhardt,
Stephen C. Campbell, James J. Metcalf, John D.
Marziotti, Brian L. Rickmers, Susan G. Riggs, Daryll
T. Howard and Samuel E. Langford dated as of February
7, 2008 and William Mark Blumenshine dated as of March
15, 2008 (incorporated by reference to Exhibit 10.1 to
Newfields Current Report on Form 8-K filed with the
SEC on February 14, 2008 (File No. 1-12534))10.13.1
    
    
    
    Form of Amended and Restated 2008 Restricted Unit
Agreement between Newfield and William D. Schneider
effective as of February 7, 2008 (to make technical
corrections only) (incorporated by reference to
Exhibit 10.13.1 to Newfields Annual Report on Form
10-K for the year ended December 31, 2009 (File No.
1-12534))10.14
    
    
    
    Form of 2008 Stock Option Agreement between Newfield
and David A. Trice dated as of February 7, 2008
(incorporated by reference to Exhibit 10.2 to
Newfields Current Report on Form 8-K filed with the
SEC on February 14, 2008 (File No. 1-12534))10.15
    
    
    
    Form of 2008 Stock Option Agreement between Newfield
and each of Lee K. Boothby, Michael Van Horn, George
T. Dunn, John H. Jasek, Gary D. Packer, James T.
Zernell, William Mark Blumenshine, Mona Leigh
Bernhardt, Stephen C. Campbell, John D. Marziotti,
James J. Metcalf, Brian L. Rickmers, Susan G. Riggs,
Daryll T. Howard and Samuel E. Langford dated as of
February 7, 2008 (incorporated by reference to Exhibit
10.3 to Newfields Current Report on Form 8-K filed
with the SEC on February 14, 2008 (File No. 1-12534))10.16
    
    
    
    Form of Restricted Stock Agreement dated as of
February 4, 2009 between Newfield and its executive
officers (incorporated by reference to Exhibit 10.15
to Newfields Current Report on Form 8-K filed with
the SEC on February 6, 2009 (File No. 1-12534))10.17
    
    
    
    Retirement Agreement between Newfield and David A.
Trice dated as of April 20, 2009 (with Form of
Restricted Stock Unit Agreement and Form of
Non-Compete Agreement attached thereto) (incorporated
by reference to Exhibit 10.23 to Newfields Current
Report on Form 8-K filed with the SEC on April 22,
2009 (File No. 1-12534))10.18
    
    
    
    Form of Restricted Stock Agreement between Newfield
and each of Lee K. Boothby and Gary D. Packer dated as
of May 7, 2009 (incorporated by reference to Exhibit
10.24 to Newfields Current Report on Form 8-K filed
with the SEC on May 11, 2009 (File No. 1-12534))




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##### Table of Contents



ExhibitNumber
    
    
    
    Title10.19
    
    
    
    Form of Restricted Stock Agreement between Newfield
and each of Daryll T. Howard and Samuel E. Langford
dated as of May 7, 2009 (incorporated by reference to
Exhibit 10.27 to Newfields Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2009
(File No. 1-12534))10.20
    
    
    
    Form of 2010 TSR Restricted Stock Unit Agreement
between Newfield and its executive officers dated as
of February 4, 2010 (incorporated by reference to
Exhibit 10.20 to Newfields Annual Report on Form 10-K
for the year ended December 31, 2009 (File No.
1-12534))10.21
    
    
    
    Form of 2010 Restricted Stock Unit Agreement between
Newfield and its executive officers dated as of
February 4, 2010 (incorporated by reference to Exhibit
10.21 to Newfields Annual Report on Form 10-K for the
year ended December 31, 2009 (File No. 1-12534))10.22
    
    
    
    Newfield Exploration Company 2009 Non-Employee
Director Restricted Stock Plan (incorporated by
reference to Exhibit 99.2 to Newfields Registration
Statement on Form S-8 (Registration No. 333-158961)
(File No. 1-12534))10.23
    
    
    
    Summary of Non-Employee Director Compensation Program
(incorporated by reference to Exhibit 10.22 to
Newfields Annual Report on Form 10-K for the year
ended December 31, 2009 (File No. 1-12534))10.24
    
    
    
    Second Amended and Restated Newfield Exploration
Company 2003 Incentive Compensation Plan (incorporated
by reference to Exhibit 10.2 to Newfields Quarterly
Report on Form 10-Q for the quarterly period ended
June 30, 2007 (File No. 1-12534))*10.25
    
    
    
    Newfield Exploration Company 2011 Annual Incentive Plan10.26
    
    
    
    Newfield Exploration Company Deferred Compensation
Plan as Amended and Restated as of November 6, 2008
(incorporated by reference to Exhibit 10.17.1 to
Newfields Current Report on Form 8-K filed with the
SEC on November 10, 2008 (File No. 1-12534))*10.27
    
    
    
    Third Amended and Restated Newfield Exploration
Company Change of Control Severance Plan (to make
technical corrections only)*10.28
    
    
    
    Form of Third Amended and Restated Change of Control
Severance Agreement between Newfield and Terry W.
Rathert dated effective as of January 1, 2009 (to make
technical corrections only)*10.29
    
    
    
    Form of Third Amended and Restated Change of Control
Severance Agreement between Newfield and William D.
Schneider dated effective as of January 1, 2009 (to
make technical corrections only)*10.30
    
    
    
    Form of Second Amended and Restated Change of Control
Severance Agreement between Newfield and Michael Van
Horn dated effective as of January 1, 2009 (to make
technical corrections only)*10.31
    
    
    
    Form of Third Amended and Restated Change of Control
Severance Agreement between Newfield and Lee K.
Boothby dated effective as of January 1, 2009 (to make
technical corrections only)*10.32
    
    
    
    Form of Second Amended and Restated Change of Control
Severance Agreement between Newfield and each of John
H. Jasek and James T. Zernell dated effective as of
January 1, 2009 (to make technical corrections only)*10.33
    
    
    
    Form of Fourth Amended and Restated Change of Control
Severance Agreement between Newfield and each of
George T. Dunn and Gary D. Packer dated effective as
of January 1, 2009 (to make technical corrections
only)10.34
    
    
    
    Form of Indemnification Agreement between Newfield and
each of its directors and executive officers
(incorporated by reference to Exhibit 10.20 to
Newfields Current Report on Form 8-K filed with the
SEC on February 6, 2009 (File No. 1-12534))10.35.1
    
    
    
    Resolution of Members Establishing the Preferences,
Limitations and Relative Rights of Series A
Preferred Shares of Newfield China, LDC dated May 14,
1997 (incorporated by reference to Exhibit 10.15 to
Newfields Registration Statement on Form S-3
(Registration No. 333-32587))10.35.2
    
    
    
    Amendment to Resolution of Members Establishing the
Preferences, Limitations and Relative Rights of Series
A Preferred Shares of Newfield China, LDC effective
as of September 12, 2007 (incorporated by reference to
Exhibit 10.21.2 to Newfields Annual Report on Form
10-K for the year ended December 31, 2008 (File No.
1-12534))




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##### Table of Contents



ExhibitNumber
    
    
    
    Title10.36
    
    
    
    Credit Agreement, dated as of June 22, 2007, among
Newfield Exploration Company, the Lenders party
thereto, and JP Morgan Chase Bank, N.A., as
Administrative Agent and as Issuing Bank (incorporated
by reference to Exhibit 10.11 to Newfields Quarterly
Report on Form 10-Q for the quarterly period ended
June 30, 2007 (File No. 1-12534))*21.1
    
    
    
    List of Significant Subsidiaries*23.1
    
    
    
    Consent of PricewaterhouseCoopers LLP*24.1
    
    
    
    Power of Attorney*31.1
    
    
    
    Certification of Chief Executive Officer of Newfield
Exploration Company pursuant to 15 U.S.C. Section
7241, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002*31.2
    
    
    
    Certification of Chief Financial Officer of Newfield
Exploration Company pursuant to 15 U.S.C. Section
7241, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002*32.1
    
    
    
    Certification of Chief Executive Officer of Newfield
Exploration Company 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 Chief Financial Officer of Newfield
Exploration Company pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 
 *
    
    Filed or furnished herewith.
    
    Identifies management contracts and compensatory plans or arrangements.