10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(Mark One)
[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Quarterly Period Ended June 30, 2016

OR

[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _____ to _____

Commission file number 1-5153

Marathon Oil Corporation

(Exact name of registrant as specified in its charter)

Delaware	25-0996816
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5555 San Felipe Street, Houston, TX  77056-2723

(Address of principal executive offices)

(713) 629-6600

(Registrant’s telephone number, including area code)

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

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

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

Large accelerated filer     þ	Accelerated filer             o
Non-accelerated filer       o        (Do not check if a smaller reporting company)	Smaller reporting company        o

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

Yes o No þ

There were 847,258,512 shares of Marathon Oil Corporation common stock outstanding as of July 31, 2016.

MARATHON OIL CORPORATION

Unless the context otherwise indicates, references to “Marathon Oil,” “we,” “our,” or “us” in this Form 10-Q are references to Marathon Oil Corporation, including its wholly-owned and majority-owned subsidiaries, and its ownership interests in equity method investees (corporate entities, partnerships, limited liability companies and other ventures over which Marathon Oil exerts significant influence by virtue of its ownership interest).

For certain industry specific terms used in this Form 10-Q, please see "Definitions" in our 2015 Annual Report on Form 10-K.

	Table of Contents
		Page
Part I - FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Consolidated Statements of Income (Unaudited)	2
	Consolidated Statements of Comprehensive Income (Unaudited)	3
	Consolidated Balance Sheets (Unaudited)	4
	Consolidated Statements of Cash Flows (Unaudited)	5
	Notes to Consolidated Financial Statements (Unaudited)	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	38
Part II - OTHER INFORMATION
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 6.	Exhibits	39
	Signatures	40

1

Part I - Financial Information

Item 1. Financial Statements

MARATHON OIL CORPORATION

Consolidated Statements of Income (Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In millions, except per share data)	2016			2015			2016			2015
Revenues and other income:
Sales and other operating revenues, including related party	$	870		$	1,307		$	1,584		$	2,587
Marketing revenues	89			183			147			387
Income from equity method investments	37			26			51			62
Net gain (loss) on disposal of assets	294			—			234			1
Other income	12			15			16			26
Total revenues and other income	1,302			1,531			2,032			3,063
Costs and expenses:
Production	350			450			678			894
Marketing, including purchases from related parties	88			182			146			387
Other operating	95			81			204			188
Exploration	189			111			213			201
Depreciation, depletion and amortization	561			751			1,170			1,572
Impairments	—			44			1			44
Taxes other than income	39			78			87			145
General and administrative	132			168			283			339
Total costs and expenses	1,454			1,865			2,782			3,770
Income (loss) from operations	(152		)	(334		)	(750		)	(707		)
Net interest and other	(86		)	(58		)	(171		)	(105		)
Income (loss) before income taxes	(238		)	(392		)	(921		)	(812		)
Provision (benefit) for income taxes	(68		)	(6		)	(344		)	(150		)
Net income (loss)	$	(170	)	$	(386	)	$	(577	)	$	(662	)
Net income (loss) per share:
Basic	$	(0.20	)	$	(0.57	)	$	(0.73	)	$	(0.98	)
Diluted	$	(0.20	)	$	(0.57	)	$	(0.73	)	$	(0.98	)
Dividends per share	$	0.05		$	0.21		$	0.10		$	0.42
Weighted average common shares outstanding:
Basic	848			677			790			676
Diluted	848			677			790			676

The accompanying notes are an integral part of these consolidated financial statements.

2

MARATHON OIL CORPORATION

Consolidated Statements of Comprehensive Income (Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In millions)	2016			2015			2016			2015
Net income (loss)	$	(170	)	$	(386	)	$	(577	)	$	(662	)
Other comprehensive income (loss)
Postretirement and postemployment plans
Change in actuarial loss and other	19			86			(5		)	162
Income tax provision (benefit)	(7		)	(30		)	2			(57		)
Postretirement and postemployment plans, net of tax	12			56			(3		)	105
Other, net of tax	(2		)	—			(2		)	—
Other comprehensive income (loss)	10			56			(5		)	105
Comprehensive income (loss)	$	(160	)	$	(330	)	$	(582	)	$	(557	)

The accompanying notes are an integral part of these consolidated financial statements.

3

MARATHON OIL CORPORATION

Consolidated Balance Sheets (Unaudited)

	June 30,			December 31,
(In millions, except per share data)	2016			2015
Assets
Current assets:
Cash and cash equivalents	$	2,584		$	1,221
Receivables, less reserve of $4 and $4	822			912
Inventories	272			313
Other current assets	76			144
Total current assets	3,754			2,590
Equity method investments	944			1,003
Property, plant and equipment, less accumulated depreciation,
depletion and amortization of $21,659 and $23,260	25,657			27,061
Goodwill	115			115
Other noncurrent assets	2,057			1,542
Total assets	$	32,527		$	32,311
Liabilities
Current liabilities:
Accounts payable	$	953		$	1,313
Payroll and benefits payable	114			133
Accrued taxes	85			132
Other current liabilities	229			150
Long-term debt due within one year	1			1
Total current liabilities	1,382			1,729
Long-term debt	7,280			7,276
Deferred tax liabilities	2,392			2,441
Defined benefit postretirement plan obligations	409			403
Asset retirement obligations	1,597			1,601
Deferred credits and other liabilities	314			308
Total liabilities	13,374			13,758
Commitments and contingencies
Stockholders’ Equity
Preferred stock – no shares issued or outstanding (no par value,
26 million shares authorized)	—			—
Common stock:
Issued – 937 million shares and 770 million shares (par value $1 per share,
1.1 billion shares authorized)	937			770
Securities exchangeable into common stock – no shares issued or
outstanding (no par value, 29 million shares authorized)	—			—
Held in treasury, at cost – 89 million and 93 million shares	(3,397		)	(3,554		)
Additional paid-in capital	7,433			6,498
Retained earnings	14,320			14,974
Accumulated other comprehensive loss	(140		)	(135		)
Total stockholders' equity	19,153			18,553
Total liabilities and stockholders' equity	$	32,527		$	32,311

The accompanying notes are an integral part of these consolidated financial statements.

4

MARATHON OIL CORPORATION

Consolidated Statements of Cash Flows (Unaudited)

	Six Months Ended
	June 30,
(In millions)	2016			2015
Increase (decrease) in cash and cash equivalents
Operating activities:
Net income (loss)	$	(577	)	$	(662	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Deferred income taxes	(392		)	(185		)
Depreciation, depletion and amortization	1,170			1,572
Impairments	1			44
Net (gain) loss on derivative instruments	88			17
Net cash received (paid) in settlement of derivative instruments	46			4
Pension and other postretirement benefits, net	14			14
Exploratory dry well costs and unproved property impairments	166			148
Net (gain) loss on disposal of assets	(234		)	(1		)
Equity method investments, net	22			37
Changes in:
Current receivables	88			534
Inventories	30			21
Current accounts payable and accrued liabilities	(211		)	(770		)
All other operating, net	41			(56		)
Net cash provided by operating activities	252			717
Investing activities:
Additions to property, plant and equipment	(753		)	(2,320		)
Disposal of assets	758			2
Investments - return of capital	37			31
Purchases of short-term investments	—			(925		)
Deposit for acquisition	(89		)	—
All other investing, net	2			(1		)
Net cash used in investing activities	(45		)	(3,213		)
Financing activities:
Borrowings	—			1,996
Debt issuance costs	—			(19		)
Debt repayments	—			(34		)
Common stock issuance	1,236			—
Dividends paid	(77		)	(285		)
All other financing, net	—			11
Net cash provided by (used in) financing activities	1,159			1,669
Effect of exchange rate on cash and cash equivalents	(3		)	1
Net increase (decrease) in cash and cash equivalents	1,363			(826		)
Cash and cash equivalents at beginning of period	1,221			2,398
Cash and cash equivalents at end of period	$	2,584		$	1,572

The accompanying notes are an integral part of these consolidated financial statements.

5

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

1.    Basis of Presentation

These consolidated financial statements are unaudited; however, in the opinion of management, these statements reflect all adjustments necessary for a fair statement of the results for the periods reported.  All such adjustments are of a normal recurring nature unless disclosed otherwise.  These consolidated financial statements, including notes, have been prepared in accordance with the applicable rules of the SEC and do not include all of the information and disclosures required by U.S. GAAP for complete financial statements.

A reclassification between operating cash flow categories was made to the prior year's financial information to present it on a basis comparable with the current year's presentation with no impact on net cash provided by operating activities.

These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2015 Annual Report on Form 10-K.  The results of operations for the second quarter and first six months of2016 are not necessarily indicative of the results to be expected for the full year.

2.   Accounting Standards

Not Yet Adopted

In June 2016, the FASB issued a new accounting standards update that changes the impairment model for trade receivables, net investments in leases, debt securities, loans and certain other instruments. The standard requires the use of a forward-looking "expected loss" model as opposed to the current "incurred loss" model. This standard is effective for us in the first quarter of 2020 and will be adopted on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the adoption period. Early adoption is permitted starting January 2019. We are evaluating the provisions of this accounting standards update and assessing the impact, if any, it may have on our consolidated results of operations, financial position or cash flows.

In March 2016, the FASB issued a new accounting standards update that changes several aspects of accounting for share-based payment transactions, including a requirement to recognize all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This standard is effective for us in the first quarter of 2017 and varying transition methods (modified retrospective, retrospective or prospective) should be applied to different provisions of the standard. Early adoption is permitted. We continue to evaluate the provisions of this accounting standards update but do not believe it will have a material effect on our consolidated results of operations, financial position or cash flows.

In February 2016, the FASB issued a new lease accounting standard, which requires lessees to recognize most leases, including operating leases, on the balance sheet as a right of use asset and lease liability. Short-term leases can continue being accounted for off balance sheet based on a policy election. This standard is effective for us in the first quarter of 2019 and should be applied using a modified retrospective approach at the beginning of the earliest period presented in the financial statements. Early adoption is permitted. We are evaluating the provisions of this accounting standards update and assessing the impact it will have on our consolidated results of operations, financial position or cash flows.

In January 2016, the FASB issued an accounting standards update that addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. This standard is effective for us in the first quarter of 2018. Early adoption is allowed for certain provisions. We do not expect the adoption of this standard to have a significant impact on our consolidated results of operations, financial position or cash flows.

In July 2015, the FASB issued an update that requires an entity to measure inventory at the lower of cost and net realizable value. This excludes inventory measured using LIFO or the retail inventory method. This standard is effective for us in the first quarter of 2017 and will be applied prospectively. Early adoption is permitted. We do not expect the adoption of this standard to have a significant impact on our consolidated results of operations, financial position or cash flows.

In August 2014, the FASB issued an update that requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards.  This standard is effective for us for the annual period ending after December 15, 2016 and for annual periods and interim periods thereafter. Early adoption is permitted. We do not expect the adoption of this standard to have a significant impact on our consolidated results of operations, financial position or cash flows.

6

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

In May 2014, the FASB issued an update that supersedes the existing revenue recognition requirements. This standard includes a five-step revenue recognition model to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Among other things, the standard requires enhanced disclosures about revenue, provides guidance for transactions that were not previously addressed comprehensively and improves guidance for multiple-element arrangements. This standard is effective for us in the first quarter of 2018 and should be applied retrospectively to each prior reporting period presented or with the cumulative effect of initially applying the update recognized at the date of initial application. While early adoption is permitted, we plan to adopt in the first quarter of 2018. We continue to evaluate certain provisions of this accounting standards update and are assessing the impact it will have on our consolidated results of operations, financial position or cash flows.

Recently Adopted

In May 2015, the FASB issued an update that removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendment also removes certain disclosure requirements regarding all investments that are eligible to be measured using the net asset value per share practical expedient and only requires certain disclosures on those investments for which an entity elects to use the net asset value per share expedient. This standard is effective for us in the first quarter of 2016 and was applied on a retrospective basis. This standard only modifies disclosure requirements; as such, there was no impact on our consolidated results of operations, financial position or cash flows.

In February 2015, the FASB issued an amendment to the guidance for determining whether an entity is a variable interest entity ("VIE"). The standard does not add or remove any of the five characteristics that determine whether an entity is a VIE. However, it does change the manner in which a reporting entity assesses one of the characteristics. In particular, when decision-making over the entity’s most significant activities has been outsourced, the standard changes how a reporting entity assesses if the equity holders at risk lack decision making rights. This standard is effective for us in the first quarter of 2016. The adoption of this standard did not have a significant impact on our consolidated results of operations, financial position or cash flows.

3.   Variable Interest Entity

The owners of the Athabasca Oil Sands Project, in which we hold a 20% undivided interest, contracted with a wholly owned subsidiary of a publicly traded Canadian limited partnership (“Corridor Pipeline”) to provide materials transportation capabilities among the Muskeg River and Jackpine mines, the Scotford upgrader and markets in Edmonton, Alberta, Canada.  Costs under this contract are accrued and recorded on a monthly basis, with current liabilities of $2 million recorded at June 30, 2016 and December 31, 2015.  This contract qualifies as a variable interest contractual arrangement, and the Corridor Pipeline qualifies as a VIE.  We hold a variable interest but are not the primary beneficiary because our shipments are only 20% of the total; therefore, the Corridor Pipeline is not consolidated by us.  Our maximum exposure to loss as a result of our involvement with this VIE is the amount we expect to pay over the contract term, which was $468 million as of June 30, 2016.  The liability on our books related to this contract at any given time will reflect amounts due for the immediately previous month’s activity, which is substantially less than the maximum exposure over the contract term.

7

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

4. Income (Loss) per Common Share

Basic income (loss) per share is based on the weighted average number of common shares outstanding.  Diluted income per share assumes exercise of stock options, provided the effect is not antidilutive. The per share calculations below exclude 14 million stock options for the three and six month periods ended June 30, 2016 and 13 million stock options for the three and six month periods ended June 30, 2015 that were antidilutive.

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions, except per share data)	2016			2015			2016			2015
Net income (loss)	$	(170	)	$	(386	)	$	(577	)	$	(662	)
Weighted average common shares outstanding	848			677			790			676
Weighted average common shares, diluted	848			677			790			676
Net income (loss) per share:
Basic	$	(0.20	)	$	(0.57	)	$	(0.73	)	$	(0.98	)
Diluted	$	(0.20	)	$	(0.57	)	$	(0.73	)	$	(0.98	)

5. Acquisitions

In June 2016, we executed a purchase agreement to acquire PayRock Energy Holdings, LLC ("PayRock"), a portfolio company of EnCap Investments, which closed on August 1, 2016 for $888 million, subject to closing adjustments. PayRock has approximately 61,000 net surface acres and current production of approximately 9,000 net barrels of oil equivalent in the oil window of the Anadarko Basin STACK play in Oklahoma. In the second quarter of 2016 an $89 million deposit was paid into escrow related to the acquisition. The purchase price was paid with cash on hand. We accounted for this transaction as an asset acquisition, with the majority of the purchase price allocated to property, plant and equipment.

6. Dispositions

2016 - North America E&P Segment

During the quarter, we announced the sale of our Wyoming upstream and midstream assets for proceeds of $870 million, before closing adjustments, of which approximately $690 million was received in the second quarter.  A pre-tax gain of $266 million was recognized in the second quarter 2016.  The remaining asset sales are subject to the receipt of certain tribal consents and are expected to close before year end. These assets are classified as held for sale in the consolidated balance sheet as of June 30, 2016 with total assets of $104 million and total liabilities of $4 million. The proceeds for the remaining asset sales were deposited into an escrow account by the buyer.

In March and April 2016, we entered into separate agreements to sell our 10% working interest in the outside-operated Shenandoah discovery in the Gulf of Mexico, operated natural gas assets in the Piceance basin in Colorado and certain undeveloped acreage in West Texas for a combined total of approximately $80 million in proceeds, before closing adjustments. We closed on certain of the asset sales and recognized a net pre-tax net loss on sale of $48 million for the six months ended June 30, 2016. The remaining asset sales are expected to close by year-end.

2015 - North America E&P Segment

In the third quarter of 2015, we closed on the sale of our East Texas/North Louisiana and Wilburton, Oklahoma natural gas assets for proceeds of approximately $100 million and recorded a pretax loss of $1 million. During the second quarter of 2015, we recorded a non-cash impairment charge of $44 million related to these assets as a result of the anticipated sale (see Note 13).

8

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

7.    Segment Information

  We have three reportable operating segments. Each of these segments is organized and managed based upon both geographic location and the nature of the products and services it offers.

• N.A. E&P – explores for, produces and markets crude oil and condensate, NGLs and natural gas in North America;

• Int'l E&P – explores for, produces and markets crude oil and condensate, NGLs and natural gas outside of North America and produces and markets products manufactured from natural gas, such as LNG and methanol, in E.G.; and

• Oil Sands Mining (“OSM”) – mines, extracts and transports bitumen from oil sands deposits in Alberta, Canada, and upgrades the bitumen to produce and market synthetic crude oil and vacuum gas oil.

Information regarding assets by segment is not presented because it is not reviewed by the chief operating decision maker (“CODM”).  Segment income represents income which excludes certain items not allocated to segments, net of income taxes, attributable to the operating segments. A portion of our corporate and operations support general and administrative costs are not allocated to the operating segments. These unallocated costs primarily consist of employment costs (including pension effects), professional services, facilities and other costs associated with corporate and operations support activities. Additionally, items which affect comparability such as: gains or losses on dispositions, certain impairments, change in tax expense associated with a tax rate change, unrealized gains or losses on commodity derivative instruments, pension settlement losses or other items (as determined by the CODM) are not allocated to operating segments.

	Three Months Ended June 30, 2016
										Not Allocated
(In millions)	N.A. E&P			Int'l E&P			OSM			to Segments				Total
Sales and other operating revenues	$	617		$	159		$	185		$	(91	)	(c)	$	870
Marketing revenues	53			23			13			—				89
Total revenues	670			182			198			(91		)		959
Income from equity method investments	—			37			—			—				37
Net gain on disposal of assets and other income	2			7			1			296			(d)	306
Less:
Production expenses	129			56			165			—				350
Marketing costs	52			23			13			—				88
Exploration expenses	37			4			7			141			(e)	189
Depreciation, depletion and amortization	433			68			49			11				561
Other expenses (a)	97			22			9			99			(f)	227
Taxes other than income	35			—			4			—				39
Net interest and other	—			—			—			86				86
Income tax benefit	(41		)	(2		)	(10		)	(15		)		(68		)
Segment income (loss) / Net income (loss)	$	(70	)	$	55		$	(38	)	$	(117	)		$	(170	)
Capital expenditures (b)	$	153		$	12		$	7		$	5			$	177

^(a)  Includes other operating expenses and general and administrative expenses.

^(b)  Includes accruals.

^(c)  Unrealized loss on commodity derivative instruments.

^(d)  Primarily related to partial sale of Wyoming upstream and midstream assets. (See note 6.)

^(e)  Impairments associated with decision to not drill remaining Gulf of Mexico undeveloped leases.

^(f)  Includes pension settlement loss of $31 million (See note 8).

9

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

	Three Months Ended June 30, 2015
									Not Allocated
(In millions)	N.A. E&P			Int'l E&P		OSM			to Segments				Total
Sales and other operating revenues	$	993		$	211	$	147		$	(44	)	(c)	$	1,307
Marketing revenues	110			30		43			—				183
Total revenues	1,103			241		190			(44		)		1,490
Income from equity method investments	—			26		—			—				26
Net gain on disposal of assets and other income	11			4		—			—				15
Less:
Production expenses	179			64		207			—				450
Marketing costs	112			29		41			—				182
Exploration expenses	91			20		—			—				111
Depreciation, depletion and amortization	634			71		35			11				751
Impairments	—			—		—			44			(d)	44
Other expenses (a)	99			19		9			122			(e)	249
Taxes other than income	67			—		5			6				78
Net interest and other	—			—		—			58				58
Income tax provision (benefit)	(23		)	27		(30		)	20			(f)	(6		)
Segment income (loss) / Net income (loss)	$	(45	)	$	41	$	(77	)	$	(305	)		$	(386	)
Capital expenditures (b)	$	551		$	99	$	16		$	12			$	678

^(a)  Includes other operating expenses and general and administrative expenses.

^(b)  Includes accruals.

^(c)  Unrealized loss on commodity derivative instruments.

^(d)  Proved property impairment (See Note 13).

^(e)  Includes pension settlement loss of $64 million (see Note 8).

^(f)  Includes $135 million of deferred tax expense related to Alberta provincial corporate tax rate increase (see Note 9).

10

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

	Six Months Ended June 30, 2016
										Not Allocated
(In millions)	N.A. E&P			Int'l E&P			OSM			to Segments				Total
Sales and other operating revenues	$	1,110		$	255		$	333		$	(114	)	(c)	$	1,584
Marketing revenues	84			38			25			—				147
Total revenues	1,194			293			358			(114		)		1,731
Income from equity method investments	—			51			—			—				51
Net gain on disposal of assets and other income	3			13			1			233			(d)	250
Less:
Production expenses	263			109			306			—				678
Marketing costs	84			37			25			—				146
Exploration expenses	55			10			7			141			(e)	213
Depreciation, depletion and amortization	920			118			109			23				1,170
Impairments	1			—			—			—				1
Other expenses (a)	215			38			16			218			(f)	487
Taxes other than income	77			—			9			1				87
Net interest and other	—			—			—			171				171
Income tax benefit	(153		)	(14		)	(27		)	(150		)		(344		)
Segment income (loss) / Net income (loss)	$	(265	)	$	59		$	(86	)	$	(285	)		$	(577	)
Capital expenditures (b)	$	468		$	44		$	16		$	8			$	536

^(a)  Includes other operating expenses and general and administrative expenses.

(b)Includes accruals.

^(c)  Unrealized loss on commodity derivative instruments.

^(d)  Related to net gain on disposal of assets (see Note 6).

^(e)  Impairments associated with decision to not drill remaining Gulf of Mexico undeveloped leases.

^(f)  Includes pension settlement loss of $79 million and severance related expenses associated with workforce reductions of $8 million (see Note 8).

	Six Months Ended June 30, 2015
									Not Allocated
(In millions)	N.A. E&P			Int'l E&P		OSM			to Segments				Total
Sales and other operating revenues	$	1,843		$	393	$	372		$	(21	)	(c)	$	2,587
Marketing revenues	288			56		43			—				387
Total revenues	2,131			449		415			(21		)		2,974
Income from equity method investments	—			62		—			—				62
Net gain on disposal of assets and other income	11			14		1			1				27
Less:
Production expenses	381			131		382			—				894
Marketing costs	292			54		41			—				387
Exploration expenses	126			75		—			—				201
Depreciation, depletion and amortization	1,317			135		97			23				1,572
Impairments	—			—		—			44			(d)	44
Other expenses (a)	216			42		18			251			(e)	527
Taxes other than income	128			—		10			7				145
Net interest and other	—			—		—			105				105
Income tax provision (benefit)	(112		)	24		(36		)	(26		)	(f)	(150		)
Segment income (loss) / Net income (loss)	$	(206	)	$	64	$	(96	)	$	(424	)		$	(662	)
Capital expenditures (b)	$	1,484		$	245	$	37		$	14			$	1,780

^(a)  Includes other operating expenses and general and administrative expenses.

^(b)  Includes accruals.

^(c)  Unrealized loss on commodity derivative instruments.

^(d)  Proved property impairments (See Note 13).

^(e)  Includes pension settlement loss of $81 million and severance related expenses associated with workforce reductions of $43 million (see Note 8).

^(f)  Includes $135 million of deferred tax expense related to Alberta provincial corporate tax rate increase (see Note 9).

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

8.    Defined Benefit Postretirement Plans

The following summarizes the components of net periodic benefit cost:

	Three Months Ended June 30,
	Pension Benefits						Other Benefits
(In millions)	2016			2015			2016			2015
Service cost	$	6		$	12		$	1		$	1
Interest cost	10			13			2			2
Expected return on plan assets	(13		)	(17		)	—			—
Amortization:
– prior service cost (credit)	(3		)	(2		)	(1		)	(1		)
– actuarial loss	4			7			—			—
Net settlement loss (a)	31			64			—			—
Net curtailment loss (b)	—			—			—			2
Net periodic benefit cost	$	35		$	77		$	2		$	4

	Six Months Ended June 30,
	Pension Benefits						Other Benefits
(In millions)	2016			2015			2016			2015
Service cost	$	12		$	24		$	2		$	2
Interest cost	21			27			5			5
Expected return on plan assets	(28		)	(36		)	—			—
Amortization:
– prior service cost (credit)	(5		)	(1		)	(2		)	(2		)
– actuarial loss	7			14			—			—
Net settlement loss (a)	79			81			—			—
Net curtailment loss (gain) (b)	—			1			—			(4		)
Net periodic benefit cost	$	86		$	110		$	5		$	1

^(a)  Settlements are recognized as they occur, once it is probable that lump sum payments from a plan for a given year will exceed the plan's total service and interest cost for that year.

^(b)  Related to workforce reductions, which reduced the future expected years of service for employees participating in the plans.

During the first six months of 2016, we recorded the effects of settlements of our U.S. pension plans. As required, we remeasured the plans' assets and liabilities as of the applicable balance sheet dates. The cumulative effects of these events are included in the remeasurement and reflected in both the pension liability and net periodic benefit cost.

During the first six months of 2016, we made contributions of $30 million to our funded pension plans.  We expect to make additional contributions up to an estimated $34 million to our funded pension plans over the remainder of 2016.  During the first six months of 2016, we made payments of $37 million and $10 million related to unfunded pension plans and other postretirement benefit plans, respectively.

9.    Income Taxes

Effective Tax Rate

The effective income tax rate is influenced by a variety of factors including the geographic and functional sources of income and the relative magnitude of these sources of income. The difference between the total provision and the sum of the amounts allocated to segments is reported in the “Not Allocated to Segments” column of the tables in Note 7.

Our effective income tax rates for the first six months of 2016 and 2015 were 37% and 18%.  In Libya, considerable uncertainty remains around the timing of future production and sales levels. Reliable estimates of 2016 and 2015 Libyan annual ordinary income from our operations could not be made, and the range of possible scenarios in the worldwide annual effective tax rate calculation demonstrates significant variability. Thus, the tax benefit applicable to Libyan ordinary loss was

12

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

recorded as a discrete item in the first six months of 2016 and 2015.  For the first six months of 2016 and 2015, estimated annual effective tax rates were calculated excluding Libya and applied to consolidated ordinary income (loss). Excluding Libya, the effective tax rates would be 36% and 15% for the first six months of 2016 and 2015. The change was driven by a shift in jurisdictional income and tax legislation enacted by the Alberta government on June 29, 2015 to increase the provincial corporate tax rate from 10% to 12%.  As a result of this legislation, we recorded additional non-cash deferred tax expense of $135 million in the second quarter of 2015.  

Deferred Tax Assets

In connection with our assessment of the realizability of our deferred tax assets, we consider whether it is more likely than not that some portion or all of our deferred tax assets will not be realized.  In the event it is more likely than not that some portion or all of our deferred taxes will not be realized, such assets are reduced by a valuation allowance. Future increases to our valuation allowance are possible if our estimates and assumptions (particularly as they relate to our long-term commodity price forecast) are revised such that they reduce estimates of future taxable income during the carryforward period.

10.    Short-term Investments

As of June 30, 2015, we held short-term investments comprised of bank time deposits with original maturities of greater than three months and remaining maturities of less than twelve months. These short-term investments, which were classified as held-to-maturity investments and recorded at amortized cost, matured in the third quarter of 2015.

11.   Inventories

 Liquid hydrocarbons, natural gas and bitumen are recorded at weighted average cost and carried at the lower of cost or market value. Supplies and other items consist principally of tubular goods and equipment which are valued at weighted average cost and reviewed periodically for obsolescence or impairment when market conditions indicate.

	June 30,		December 31,
(In millions)	2016		2015
Liquid hydrocarbons, natural gas and bitumen	$	31	$	35
Supplies and other items	241		278
Inventories, at cost	$	272	$	313

12.  Property, Plant and Equipment, net of Accumulated Depreciation, Depletion and Amortization

	June 30,		December 31,
(In millions)	2016		2015
North America E&P	$	13,965	$	15,226
International E&P	2,479		2,533
Oil Sands Mining	9,101		9,197
Corporate	112		105
Net property, plant and equipment	$	25,657	$	27,061

Our Libya operations continue to be impacted by civil unrest. Operations were interrupted in mid-2013 as a result of the shutdown of the Es-Sider crude oil terminal, and although temporarily re-opened during the second half of 2014, production remains shut-in. Earlier this year, an Internationally-backed Unity Government was established in Tripoli. During the second quarter, the two National Oil Companies agreed to unify and reportedly have begun preliminary discussions on re-opening the Es-Sider and other crude oil terminals which, if successful, will allow resumption of production operations at our Waha concessions. However, considerable uncertainty remains around the timing of future production and sales levels.

As of June 30, 2016, our net property, plant and equipment investment in Libya is $775 million, and total proved reserves (unaudited) in Libya as of December 31, 2015 are 235 million barrels of oil equivalent ("mmboe"). We and our partners in the Waha concessions continue to assess the situation and the condition of our assets in Libya. Our periodic assessment of the carrying value of our net property, plant and equipment in Libya specifically considers the net investment in the assets, the duration of our concessions and the reserves anticipated to be recoverable in future periods. The undiscounted cash flows related to our Libya assets continue to exceed the carrying value of $775 million by a material amount. However, changes in

13

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

management's forecast assumptions may cause us to reassess our assets in Libya for impairment, and could result in non-cash impairment charges in the future.

Exploratory well costs capitalized greater than one year after completion of drilling were $118 million and $85 million as of June 30, 2016 and December 31, 2015. The $33 million increase primarily relates to the Alba Block Sub Area B offshore Equatorial Guinea where the Rodo well reached total depth in the first quarter of 2015. We have since completed a seismic feasibility study and continue to finalize next steps in the Alba Block Sub Area B exploration program.

13.  Fair Value Measurements

Fair Values - Recurring

The following tables present assets and liabilities accounted for at fair value on a recurring basis as of June 30, 2016 and December 31, 2015 by fair value hierarchy level.

	June 30, 2016
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Commodity (a)	$	—	$	6	$	—	$	6
Interest rate	—		12		—		12
Derivative instruments, assets	$	—	$	18	$	—	$	18
Derivative instruments, liabilities
Commodity (a)	$	—	$	70	$	—	$	70
Derivative instruments, liabilities	$	—	$	70	$	—	$	70

^(a) Derivative instruments are recorded on a net basis in the company's balance sheet (see Note 14).

	December 31, 2015
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Commodity (a)	$	—	$	51	$	—	$	51
Interest rate	—		8		—		8
Derivative instruments, assets	$	—	$	59	$	—	$	59
Derivative instruments, liabilities
Commodity (a)	$	—	$	1	$	—	$	1
Derivative instruments, liabilities	$	—	$	1	$	—	$	1

^(a) Derivative instruments are recorded on a net basis in the company's balance sheet (see Note 14).

Commodity derivatives include three-way collars, two-way collars, call options and swaptions. These instruments are measured at fair value using either the Black-Scholes Model or the Black Model. Inputs to both models include commodity prices, interest rates, and implied volatility. The inputs to these models are categorized as Level 2 because predominantly all assumptions and inputs are observable in active markets throughout the term of the instruments.

Interest rate swaps are measured at fair value with a market approach using actionable broker quotes, which are Level 2 inputs. See Note 14 for additional discussion of the types of derivative instruments we use.

Fair Values – Goodwill

Unlike long-lived assets, goodwill must be tested for impairment at least annually, or between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Goodwill is tested for impairment at the reporting unit level. We estimate the fair value of our International E&P reporting unit using a combination of market and income approaches. The market approach referenced observable inputs specific to us and our industry, such as the price of our common equity, our enterprise value, and valuation multiples of us and our peers from the investor analyst community. The income approach utilized discounted cash flows, which were based on forecasted assumptions. Key assumptions to the income approach include future liquid hydrocarbon and natural gas pricing, estimated quantities of liquid hydrocarbons and natural gas proved and probable reserves, estimated timing of production, discount rates, future capital requirements and operating expenses and tax rates. The assumptions used in the income approach

14

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

are consistent with those that management uses to make business decisions. These valuations methodologies represent Level 3 fair value measurements. We performed our annual impairment test in April 2016 and concluded no impairment was required. While the fair value of our International E&P reporting unit exceeded the book value, subsequent commodity price and/or common stock declines may cause us to reassess our goodwill for impairment, and could result in non-cash impairment charges in the future.

Fair Values- Nonrecurring

The following table shows the values of assets, by major category, measured at fair value on a nonrecurring basis in periods subsequent to their initial recognition.

	Three Months Ended June 30,
	2016				2015
(In millions)	Fair Value		Impairment		Fair Value		Impairment
Long-lived assets held for use	$	—	$	—	$	17	$	44

	Six Months Ended June 30,
	2016				2015
(In millions)	Fair Value		Impairment		Fair Value		Impairment
Long-lived assets held for use	$	—	$	1	$	17	$	44

Long-lived assets held for use that were impaired are discussed below. The fair values of each were measured using an income approach based upon internal estimates of future production levels, prices and discount rate, all of which are Level 3 inputs. Inputs to the fair value measurement include reserve and production estimates made by our reservoir engineers, estimated future commodity prices adjusted for quality and location differentials and forecasted operating expenses for the remaining estimated life of the reservoir.

During the second quarter of 2015, we recorded a non-cash impairment charge of $44 million related to East Texas, North Louisiana and Wilburton, Oklahoma natural gas assets as a result of the anticipated sale (See Note 6). The fair values were measured using a probability weighted income approach based on both the anticipated sales price and a held-for-use model.

Fair Values – Financial Instruments

Our current assets and liabilities include financial instruments, the most significant of which are receivables, long-term debt and payables. We believe the carrying values of our receivables and payables approximate fair value. Our fair value assessment incorporates a variety of considerations, including (1) the short-term duration of the instruments, (2) our credit rating, and (3) our historical incurrence of and expected future insignificant bad debt expense, which includes an evaluation of counterparty credit risk.

The following table summarizes financial instruments, excluding receivables, payables and derivative financial instruments, and their reported fair values by individual balance sheet line item at June 30, 2016 and December 31, 2015.

	June 30, 2016				December 31, 2015
	Fair		Carrying		Fair		Carrying
(In millions)	Value		Amount		Value		Amount
Financial assets
Other noncurrent assets	$	198	$	206	$	104	$	118
Total financial assets	$	198	$	206	$	104	$	118
Financial liabilities
Other current liabilities	$	25	$	24	$	34	$	33
Long-term debt, including current portion (a)	7,186		7,291		6,723		7,291
Deferred credits and other liabilities	121		117		97		95
Total financial liabilities	$	7,332	$	7,432	$	6,854	$	7,419

^(a)    Excludes capital leases, debt issuance costs and interest rate swap adjustments.

15

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

Fair values of our financial assets included in other noncurrent assets, and of our financial liabilities included in other current liabilities and deferred credits and other liabilities, are measured using an income approach and most inputs are internally generated, which results in a Level 3 classification. Estimated future cash flows are discounted using a rate deemed appropriate to obtain the fair value.

Most of our long-term debt instruments are publicly-traded. A market approach, based upon quotes from major financial institutions, which are Level 2 inputs, is used to measure the fair value of such debt. The fair value of our debt that is not publicly-traded is measured using an income approach. The future debt service payments are discounted using the rate at which we currently expect to borrow. All inputs to this calculation are Level 3.

14. Derivatives

For further information regarding the fair value measurement of derivative instruments, see Note 13. All of our interest rate and commodity derivatives are subject to enforceable master netting arrangements or similar agreements under which we may report net amounts. The following tables present the gross fair values of derivative instruments and the reported net amounts where they appear on the consolidated balance sheets.

	June 30, 2016
(In millions)	Asset		Liability		Net Asset		Balance Sheet Location
Fair Value Hedges
Interest rate	$	12	$	—	$	12	Other noncurrent assets
Total Designated Hedges	$	12	$	—	$	12
	June 30, 2016
(In millions)	Asset		Liability		Net Liability		Balance Sheet Location
Not Designated as Hedges
Commodity	$	6	$	39	$	33	Other current liabilities
Commodity	—		31		31		Deferred credits and other liabilities
Total Not Designated as Hedges	$	6	$	70	$	64

	December 31, 2015
(In millions)	Asset		Liability		Net Asset		Balance Sheet Location
Fair Value Hedges
Interest rate	$	8	$	—	$	8	Other noncurrent assets
Not Designated as Hedges
Commodity	$	51	$	1	$	50	Other current assets

Derivatives Designated as Fair Value Hedges

The following table presents, by maturity date, information about our interest rate swap agreements, including the weighted average, London Interbank Offer Rate (“LIBOR”)-based, floating rate.

	June 30, 2016				December 31, 2015
	Aggregate Notional Amount		Weighted Average, LIBOR-Based,		Aggregate Notional Amount		Weighted Average, LIBOR-Based,
Maturity Dates	(in millions)		Floating Rate		(in millions)		Floating Rate
October 1, 2017	$	600	4.94	%	$	600	4.73	%
March 15, 2018	$	300	4.77	%	$	300	4.66	%

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

The pretax effects of derivative instruments designated as hedges of fair value in our consolidated statements of income are summarized in the table below. There is no ineffectiveness related to fair value hedges.

		Gain (Loss)
		Three Months Ended June 30,					Six Months Ended June 30,
(In millions)	Income Statement Location	2016		2015			2016			2015
Derivative
Interest rate	Net interest and other	$	—	$	(2	)	$	4		$	3
Hedged Item
Long-term debt	Net interest and other	$	—	$	2		$	(4	)	$	(3	)

Derivatives not Designated as Hedges

We have entered into multiple crude oil and natural gas derivatives indexed to NYMEX WTI and Henry Hub related to a portion of our forecasted North America E&P sales through December 2017. These commodity derivatives consist of three-way collars, two-way collars, call options and swaptions. Three-way collars consist of a sold call (ceiling), a purchased put (floor) and a sold put. The ceiling price is the maximum we will receive for the contract volumes, the floor is the minimum price we will receive, unless the market price falls below the sold put strike price. In this case, we receive the NYMEX WTI/Henry Hub price plus the difference between the floor and the sold put price. These commodity derivatives were not designated as hedges. The following table sets forth outstanding derivative contracts as of June 30, 2016 and the weighted average prices for those contracts:

Crude Oil
			Year Ending December 31,
	Third Quarter	Fourth Quarter	2017
Three-Way Collars
Volume (Bbls/day)	47,000	47,000	—
Price per Bbl:
Ceiling	$55.37	$55.37	—
Floor	$50.23	$50.23	—
Sold put	$40.96	$40.96	—
Sold call options (a)
Volume (Bbls/day)	10,000	10,000	35,000
Price per Bbl	$72.39	$72.39	$61.91
Two-way Collars
Volume (Bbls/day)	10,000	10,000	—
Price per Bbl:			—
Ceiling	$50.00	$50.00
Floor	$41.55	$41.55

^(a)  Call options settle monthly.

17

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

Natural Gas
			Year Ending December 31,
	Third Quarter	Fourth Quarter	2017
Three-Way Collars (a)
Volume (MMBtu/day)	20,000	20,000	40,000
Price per MMBtu
Ceiling	$2.93	$2.93	$3.28
Floor	$2.50	$2.50	$2.75
Sold put	$2.00	$2.00	$2.25

^(a)  On our 2016 collars, the counterparty has the option to execute fixed-price swaps (swaptions) at a weighted average price of $2.93 per MMBtu indexed to NYMEX Henry Hub, which is exercisable on December 22, 2016. If counterparty exercises, the term of the fixed-price swaps would be for the calendar year 2017 and, if all such options are exercised, 20,000 MMBtu per day.

The mark-to-market impact of these commodity derivative instruments appears in sales and other operating revenues in our consolidated statements of income for the three and six month periods ended June 30, 2016 was a net loss of $88 million and $90 million compared to a net loss of $43 million and $17 million for the same respective periods in 2015. Net cash received from settlements of commodity derivative instruments for the three and six month periods ended June 30, 2016 was $14 million and $46 million compared to $4 million for both of the respective periods in 2015.

15.    Incentive Based Compensation

Stock options, restricted stock awards and restricted stock units

The following table presents a summary of activity for the first six months of 2016: 

	Stock Options					Restricted Stock Awards & Units
	Number of Shares			Weighted Average Exercise Price		Awards		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2015	12,665,419				$29.97	4,017,344			$30.76
Granted	1,680,000		(a)		$7.22	5,233,984			$7.91
Options Exercised/Stock Vested	—			—		(1,148,953	)		$32.29
Canceled	(973,295	)			$25.76	(557,051	)		$23.20
Outstanding at June 30, 2016	13,372,124				$27.42	7,545,324			$15.23

^(a)    The weighted average grant date fair value of stock option awards granted was $1.97 per share.

Stock-based performance unit awards

 During the first six months of 2016, we granted 1,205,517 stock-based performance units to certain officers. The grant date fair value per unit was $3.72.

16.  Debt

Revolving Credit Facility

As of June 30, 2016, we had no borrowings against our revolving credit facility (the "Credit Facility"), as described below.

In March 2016, we increased our $3.0 billion unsecured Credit Facility by $300 million to a total of $3.3 billion. 

The Credit Facility includes a covenant requiring that our ratio of total debt to total capitalization not exceed 65% as of the last day of each fiscal quarter. If an event of default occurs, the lenders holding more than half of the commitments may terminate the commitments under the Credit Facility and require the immediate repayment of all outstanding borrowings and the cash collateralization of all outstanding letters of credit under the Credit Facility. As of June 30, 2016, we were in compliance with this covenant with a debt-to-capitalization ratio of 28%.

18

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

Debt Issuance

In the second quarter of 2015, we issued $2 billion aggregate principal amount of unsecured senior notes and used the aggregate net proceeds to repay our $1 billion0.90% senior notes November 1, 2015, and for general corporate purposes.

17.  Reclassifications Out of Accumulated Other Comprehensive Loss

The following table presents a summary of amounts reclassified from accumulated other comprehensive loss:

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2016			2015			2016			2015			Income Statement Line
Postretirement and postemployment plans
Amortization of actuarial loss	$	(4	)	$	(7	)	$	(7	)	$	(14	)	General and administrative
Net settlement loss	(31		)	(64		)	(79		)	(81		)	General and administrative
Net curtailment gain (loss)	—			(2		)	—			3			General and administrative
	(35		)	(73		)	(86		)	(92		)	Income (loss) from operations
	13			25			29			32			Provision (benefit) for income taxes
Total reclassifications to expense	$	(22	)	$	(48	)	$	(57	)	$	(60	)	Net income (loss)

18. Stockholder's Equity

In March 2016, we issued 166,750,000 shares of our common stock, par value $1 per share, at a price of $7.65 per share, excluding underwriting discounts and commissions, for net proceeds of $1,236 million. The proceeds were used to strengthen our balance sheet and for general corporate purposes, including funding a portion of our Capital Program.

19.  Supplemental Cash Flow Information

	Six Months Ended June 30,
(In millions)	2016			2015
Net cash (used in) operating activities:
Interest paid (net of amounts capitalized)	$	(177	)	$	(143	)
Income taxes paid to taxing authorities	(61		)	(165		)
Noncash investing activities:
Asset retirement cost increase	$	2		$	6
Asset retirement obligations assumed by buyer	83			—

20.   Commitments and Contingencies

We are a defendant in a number of legal and administrative proceedings arising in the ordinary course of business, including, but not limited to, royalty claims, contract claims, tax disputes and environmental claims. While the ultimate outcome and impact to us cannot be predicted with certainty, we believe the resolution of these proceedings will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.  

We have incurred and will continue to incur capital, operating and maintenance, and remediation expenditures as a result of environmental laws and regulations.  If these expenditures, as with all costs, are not ultimately reflected in the prices of our products and services, our operating results will be adversely affected.  We believe that substantially all of our competitors must comply with similar environmental laws and regulations.  However, the specific impact on each competitor may vary depending on a number of factors, including the age and location of its operating facilities, marketing areas and production processes.

21.   Subsequent Event

During the third quarter 2016, we executed an agreement to terminate our Gulf of Mexico deepwater drilling rig contract. As a result, we expect to recognize a termination payment of $113 million in other operating expense in that quarter.

19

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the preceding consolidated financial statements and notes in Item 1.

Executive Overview

We are an independent global exploration and production company based in Houston, Texas with operations in North America, Europe and Africa and a focus on U.S. unconventional resource plays. Total proved reserves were 2.2 billion boe at December 31, 2015 and total assets were $33 billion at June 30, 2016.

Our significant strategic actions and financial results include the following:

• Strengthened balance sheet

◦ At the end of the second quarter of 2016, we had $5.9 billion of liquidity, comprised of $2.6 billion in cash and an undrawn $3.3 billion revolving credit facility

◦ Cash-adjusted debt-to-capital ratio of 20% at June 30, 2016, as compared with 25% at December 31, 2015

• Focused on cost reductions

◦ Production expenses per boe in the second quarter of 2016, as compared to the same period last year improved in the North America E&P segment by 13% to $6.28 per boe and in the International E&P segment by 22% to $5.09 per boe

◦ 2016 Capital Program reduced by $100 million to $1.3 billion

◦ Eagle Ford completed well costs down 30% to $4.2 million versus the same quarter last year

• Simplifying and concentrating portfolio

◦ Closed on the PayRock acquisition of STACK assets in Oklahoma for $888 million, funded with cash on hand

◦ Entered into agreements for over $1 billion of transaction value related to non-core asset sales; already received over $800 million in proceeds through August 1, 2016

• Major Project updates

◦ Alba B3 compression project in E.G., designed to maintain the production plateau two additional years and extend field life up to eight years, was completed within budget and on schedule with first gas in July

◦ Outside-operated Gunflint development project in the Gulf of Mexico achieved first oil in July

• Financial results

◦ Cash provided by operating activities of $252 million for the first six months of 2016, despite average crude oil and condensate price realizations of $35.27 per bbl.

◦ Net loss per share of $0.20 in the second quarter of 2016 as compared to net loss per share of $0.57 in the same period last year. Included in the second quarter 2016 net loss are:

▪ Unrealized losses from our commodity derivative instruments totaling $91 million, pre-tax

▪ Net gains on disposal of non-core assets totaling $294 million, pre-tax

▪ Non-cash impairments totaling $141 million, pre-tax, as a result of our decision not to drill any of our remaining Gulf of Mexico leases

Outlook

Commodity prices are the most significant factor impacting our revenues, profitability, operating cash flows and the amount of capital available to reinvest into our business. Our focus continues on the strengthening of the balance sheet, the simplification and concentration of our portfolio and cost reductions which during the second quarter of 2016 included a reduction to our Capital Program of $100 million to $1.3 billion for the year.

20

Exploration Update

In September 2015, we announced our intention to scale back our conventional exploration program, with future exploration investment focused on fulfilling our existing commitments in the Gulf of Mexico and Gabon.  In second quarter of 2016, we made the decision to not drill our remaining Gulf of Mexico undeveloped leases. As a result, we recorded a non-cash impairment of $141 million in the second quarter of 2016. Additionally, during the third quarter 2016, we executed an agreement to terminate our Gulf of Mexico deepwater drilling rig contract. As a result, we expect to recognize a termination payment of $113 million in other operating expense in that quarter.

Operations

The following table presents a summary of our sales volumes for each of our segments. Refer to the Results of Operations for a price-volume analysis for each of the segments.

	Three Months Ended June 30,			Six Months Ended June 30,
Net Sales Volumes	2016	2015	Increase (Decrease)	2016	2015	Increase (Decrease)
North America E&P (mboed)	224	274	(18)%	232	278	(17)%
International E&P (mboed)	120	108	11%	108	112	(4)%
Oil Sands Mining (mbbld) (a)	49	29	69%	54	44	23%
Total (mboed)	393	411	(4)%	394	434	(9)%

^(a) Includes blendstocks

North America E&P

Net sales volumes in the segment were lower in the second quarter and first six months of 2016 primarily as a result of decreased drilling and completion activity resulting in fewer wells brought to sales as well as 17 mboed relating to dispositions of certain non-core assets (Gulf of Mexico and East Texas, North Louisiana and Wilburton, Oklahoma) during the second half of 2015. The following tables provide details regarding net sales volumes, sales mix and operational drilling activity for our significant operations within this segment:

	Three Months Ended June 30,			Six Months Ended June 30,
Net Sales Volumes	2016	2015	Increase (Decrease)	2016	2015	Increase (Decrease)
Equivalent Barrels (mboed)
Eagle Ford	109	135	(19)%	114	141	(19)%
Oklahoma Resource Basins	27	24	13%	27	24	13%
Bakken	53	61	(13)%	55	59	(7)%
Other North America (a)	35	54	(35)%	36	54	(33)%
Total North America E&P	224	274	(18)%	232	278	(17)%

^(a)     Includes 17 mboed of Gulf of Mexico and other conventional onshore U.S. production, which was disposed of during the sale of non-core assets in the second half of 2015.

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	Three Months Ended June 30, 2016
Sales Mix - U.S. Resource Plays	Crude oil and condensate	Natural gas liquids	Natural gas
Eagle Ford	56%	21%	23%
Oklahoma Resource Basins	21%	29%	50%
Bakken	83%	9%	8%

	Three Months Ended June 30,		Six Months Ended June 30,
	2016	2015	2016	2015
Gross Operated
Eagle Ford:
Wells drilled to total depth	40	59	98	147
Wells brought to sales	30	52	80	143
Oklahoma Resource Basins:
Wells drilled to total depth	6	5	11	13
Wells brought to sales	5	3	8	8
Bakken:
Wells drilled to total depth	—	5	3	25
Wells brought to sales	4	22	10	46

• Eagle Ford – Of the 30 gross operated wells brought to sales during the second quarter of 2016, 19 were Lower Eagle Ford, 3 were Upper Eagle Ford and 8 were Austin Chalk. Production decreases were due to lower completion activity with fewer gross operated wells brought to sales and reduced contribution from 2015 high-density pads drilled at tighter well spacing. Our average time to drill an Eagle Ford well in the second quarter2016, spud-to-total depth, was 8 days, a decrease from 11 days in the same quarter last year as efficiency gains in drilling continued. Wells were drilled at an average rate of 2,400 feet per day.

• Oklahoma Resource Basins – Of the 5 gross operated wells brought to sales in the second quarter of 2016, 3 were in the SCOOP Woodford; 2 were in the STACK Meramec and all were extended laterals. We also participated in 16 outside-operated wells during the second quarter of 2016, 10 of which were in the SCOOP and 6 were in the STACK.

We closed on the Payrock acquisition in the STACK play in Oklahoma on August 1, 2016 and continue to operate one drilling rig on the acreage with plans to add another rig late in the third quarter. This will bring the total rig count in Oklahoma to 4.

• Bakken – Of the 4 gross operated wells brought to sales in the second quarter of 2016, 2 were in the Middle Bakken formation and 2 in the Three Forks formation, all with higher intensity completions. We do not currently have an active drilling rig in the Bakken.

• Other North America – Net sales volumes declined in the second quarter of 2016 primarily due to the 2015 sales of the non-core assets in the Gulf of Mexico, East Texas, North Louisiana and Wilburton, Oklahoma. On June 30, we closed the sale of certain of our Wyoming upstream and midstream assets. Net sales volumes for all of our Wyoming assets were approximately 16 mboed for the second quarter and first half of 2016.

The Gunflint field, located in Mississippi Canyon block 948 in the Gulf of Mexico, achieved first production in July 2016. Full production is expected to reach at least 20 mboed gross with oil representing approximately 75% of the volumes produced. We hold an 18% non-operated working interest in the Gunflint field.

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International E&P

Net sales volumes in the segment were higher in the second quarter of 2016 primarily as a result of planned turnaround and maintenance activities at the Alba field and E.G. LNG facilities in the second quarter of 2015. The following table provides details regarding net sales volumes for our significant operations within this segment.

	Three Months Ended June 30,			Six Months Ended June 30,
Net Sales Volumes	2016	2015	Increase (Decrease)	2016	2015	Increase (Decrease)
Equivalent Barrels (mboed)
Equatorial Guinea	101	89	13%	93	93	—%
United Kingdom(a)	19	19	—%	15	19	(21)%
Total International E&P	120	108	11%	108	112	(4)%
Equity Method Investees
LNG (mtd)	5,797	4,991	16%	5,060	5,629	(10)%
Methanol (mtd)	1,303	673	94%	1,292	778	66%
Condensate & LPG (boed)	11,306	8,586	32%	10,757	10,892	(1)%

^(a)  Includes natural gas acquired for injection and subsequent resale of 5 mmcfd and 7 mmcfd for the second quarters of 2016 and 2015, and 5 mmcfd and 9 mmcfd for the first six months of 2016 and 2015.

• Equatorial Guinea – Second quarter 2016 net sales were higher compared to the same quarter of 2015 due to lower planned turnaround and maintenance activities at the Alba field and E.G. LNG facilities. The Alba field compression project achieved first gas in July, which is expected to maintain the production plateau for an additional two years and extend field life up to eight years.

• United Kingdom – Net sales volumes in the first six months of 2016 were lower due to repair activities at the Brae Alpha facility following a process pipe failure in late 2015.  Production was restored at the facility in late April.  Higher overall production efficiency at the remaining Brae facilities and improved reliability from the outside-operated Foinaven field partially offset the Brae Alpha shut-in.

• Libya – Due to continued civil unrest, there were no liftings during the quarter, or any period presented. Earlier this year, an Internationally-backed Unity Government was established in Tripoli. During the second quarter, the two National Oil Companies agreed to unify and reportedly have begun preliminary discussions on re-opening the Es-Sider and other crude oil terminals which, if successful, will allow resumption of production operations at our Waha concessions. However, considerable uncertainty remains around the timing of future production and sales levels.

Oil Sands Mining

 Our net synthetic crude oil sales volumes were 49 mbbld and 54 mbbld in the second quarter and first six months of2016 compared to 29 mbbld and 44 mbbld in the same periods of 2015. Sales volumes increased in comparison to second quarter and first six months of 2015 which were adversely affected due to planned turnarounds at the base upgrader and Muskeg River Mine and unplanned downtime at the expansion upgrader. These sales volume increases were partially offset by a brief suspension of operations at both the Muskeg River and Jackpine mines in May 2016 in order to support emergency response efforts related to the Fort McMurray area wildfires in addition to the completion of planned maintenance activities at the Jackpine Mine and expansion upgrader that began in the first quarter 2016. Neither of the mines sustained any damage as a result of the wildfires. We hold a 20% non-operated working interest in the Athabasca Oil Sands Project. 

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Market Conditions

Prevailing prices for the crude oil, NGLs and natural gas that we produce significantly impact our revenues and cash flows. The benchmark prices for crude oil, NGLs and natural gas were lower in the second quarter and first six months of2016 as compared to the same period in 2015; as a result, we experienced declines in our price realizations associated with those benchmarks. Additional detail on market conditions, including our average price realizations and benchmarks for crude oil, NGLs and natural gas relative to our operating segments, follows.

North America E&P

 The following table presents our average price realizations and the related benchmarks for crude oil, NGLs and natural gas for the second quarter and first six months of2016 and 2015.

	Three Months Ended June 30,			Six Months Ended June 30,
	2016	2015	Decrease	2016		2015		Increase (Decrease)
Average Price Realizations (a)
Crude Oil and Condensate (per bbl) (b)	$40.77	$52.63	(23)%	$34.21		$47.11		(27	)%
Natural Gas Liquids (per bbl)	14.84	14.77	—%	11.43		14.60		(22	)%
Total Liquid Hydrocarbons (per bbl)	35.07	45.96	(24)%	29.32		41.37		(29	)%
Natural Gas (per mcf)	1.96	2.76	(29)%	1.99		2.88		(31	)%
Benchmarks
WTI crude oil (per bbl)	$45.64	$57.95	(21)%		$39.78		$53.34	(25	)%
LLS crude oil (per bbl)	47.35	62.94	(25)%	41.49		57.97		(28	)%
Mont Belvieu NGLs (per bbl) (c)	17.52	17.65	(1)%	15.78		18.02		(12	)%
Henry Hub natural gas (per mmbtu)	1.95	2.64	(26)%	2.02		2.81		(28	)%

^(a)  Excludes gains or losses on commodity derivative instruments.

^(b)  Inclusion of realized gains on crude oil derivative instruments would have increased average realizations by $0.12 per bbl and $0.06 per bbl for the second quarter2016 and 2015, and $0.91 per bbl and $0.14 per bbl for the first six months of 2016 and 2015. Inclusion of realized gains on natural gas derivative instruments would have increased average realizations by $0.02 per mcf and $0.01 per mcf for the second quarter and first six months of 2016.

^(c)  Bloomberg Finance LLP: Y-grade Mix NGL of 50% ethane, 25% propane, 10% butane, 5% isobutane and 10% natural gasoline.

Crude oil and condensate – Our crude oil and condensate price realizations may differ from the benchmark due to the quality and location of the product.

Natural gas liquids – The majority of our NGL volumes are sold at reference to Mont Belvieu prices.

Natural gas –A significant portion of our natural gas production in the U.S. is sold at bid-week prices, or first-of-month indices relative to our specific producing areas.  

International E&P

The following table presents our average price realizations and the related benchmark for crude oil, NGLs, and natural gas for the second quarter and first six months of2016 and 2015.

	Three Months Ended June 30,			Six Months Ended June 30,
	2016	2015	Increase (Decrease)	2016		2015		Increase (Decrease)
Average Price Realizations
Crude Oil and Condensate (per bbl)	$42.21	$56.70	(26)%	$37.56		$52.92		(29	)%
Natural Gas Liquids (per bbl)	2.65	3.10	(15)%	2.45		3.29		(26	)%
Liquid Hydrocarbons (per bbl)	32.11	44.70	(28)%	28.11		41.06		(32	)%
Natural Gas (per mcf)	0.53	0.78	(32)%	0.56		0.78		(28	)%
Benchmark
Brent (Europe) crude oil (per bbl)(a)	$45.52	$61.69	(26%)		$39.61		$57.81	(31	)%

^(a)  Average of monthly prices obtained from EIA website.

Liquid hydrocarbons – Our U.K. liquid hydrocarbon production is generally sold in relation to the Brent crude benchmark. Our production from E.G. is condensate, which receives lower prices than crude oil.

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Our NGL and natural gas sales in the International E&P segment originate primarily from our E.G. operations and are sold to our equity method investees under fixed-price, term contracts; therefore, our reported average realized prices for NGLs and natural gas will not fully track market price movements. The equity affiliates then utilize, process and sell the NGLs at market prices and natural gas at fixed prices under long-term contracts, with our share of their income/loss reflected in the income from equity method investments line on the consolidated statements of income.

Oil Sands Mining

The Oil Sands Mining segment produces and sells various qualities of synthetic crude oil. Output mix can be impacted by operational reliability or planned unit outages at the mines or upgrader. Sales prices for roughly two-thirds of the normal output mix have historically tracked movements in WTI and one-third have historically tracked movements in the Canadian heavy crude oil marker, primarily WCS.

The following table presents our average price realizations and the related benchmarks for the second quarter and first six months of2016 and 2015.

	Three Months Ended June 30,			Six Months Ended June 30,
	2016	2015	Decrease	2016		2015		Increase (Decrease)
Average Price Realizations
Synthetic Crude Oil (per bbl)	$40.88	$52.46	(22%)		$32.94		$44.33	(26	%)
Benchmarks
WTI crude oil(per bbl)	$45.64	$57.95	(21%)		$39.78		$53.34	(25	%)
WCS crude oil(per bbl)(a)	32.29	46.35	(30%)	25.75		40.13		(36	%)

^(a)  Monthly pricing based upon average WTI adjusted for differentials unique to western Canada.

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Results of Operations

Three Months Ended June 30, 2016 vs. Three Months Ended June 30, 2015

Sales and other operating revenues, including related party are presented by segment in the table below:

	Three Months Ended June 30,
(In millions)	2016			2015
Sales and other operating revenues, including related party
North America E&P	$	617		$	993
International E&P	159			211
Oil Sands Mining	185			147
Segment sales and other operating revenues, including related party	$	961		$	1,351
Unrealized (loss) gain on commodity derivative instruments	(91		)	(44		)
Sales and other operating revenues, including related party	$	870		$	1,307

Below is a price/volume analysis for each segment. Refer to the preceding Operations and Market Conditions sections for additional detail related to our net sales volumes and average price realizations.

	Three Months Ended		Increase (Decrease) Related to						Three Months Ended
(In millions)	June 30, 2015		Price Realizations			Net Sales Volumes			June 30, 2016
North America E&P Price-Volume Analysis (a)
Liquid hydrocarbons	$	893	$	(172	)	$	(170	)	$	551
Natural gas	90		(22		)	(13		)	55
Realized gain on commodity
derivative instruments	1		2						3
Other sales	9								8
Total	$	993							$	617
International E&P Price-Volume Analysis
Liquid hydrocarbons	$	172	$	(50	)	$	7		$	129
Natural gas	28		(10		)	4			22
Other sales	11								8
Total	$	211							$	159
Oil Sands Mining Price-Volume Analysis
Synthetic crude oil	$	137	$	(51	)	$	95		$	181
Other sales	10								4
Total	$	147							$	185

^(a)   Three months ended June 30, 2016 includes a net sales volume reduction of 17 mboed related to dispositions in the Gulf of Mexico and other conventional onshore U.S. production.

Marketing revenuesdecreased$94 million in the second quarter of 2016 from the comparable prior-year period. Marketing activities include the purchase of commodities from third parties for resale and serve to aggregate volumes in order to satisfy transportation commitments as well as to achieve flexibility within product types and delivery points. Since the volume of marketing activity is based on market dynamics, it can fluctuate from period to period. The decreases are related primarily to lower marketed volumes in North America E&P and OSM, which were further compounded by a lower commodity price environment.

Income from equity method investmentsincreased $11 million in the second quarter of 2016 from the comparable 2015 period. The increase is primarily due to an increase in net sales volumes as 2015 volumes were lower because of planned turnaround and maintenance activities at the Alba field and E.G. LNG facilities.

Net gain on disposal of assets in the second quarter of 2016 was primarily related to the sale of our Wyoming upstream and midstream assets and West Texas acreage. See Note 6 to the consolidated financial statements for information about dispositions.

Production expensesdecreased$100 million. North America E&P declined $50 million primarily due to lower operational, maintenance and labor costs, coupled with the disposition of our producing assets in the Gulf of Mexico and East Texas, North Louisiana and Wilburton, Oklahoma gas assets. International E&P declined $8 million primarily as a result of lower project and labor costs in the U.K. and 2015 also includes costs arising from planned flowline maintenance at the outside operated Foinaven field; these declines were partially offset by increased costs resulting from higher net sales volumes. OSM

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decreased $42 million primarily due to lower turnaround costs andcontinued cost management, specifically staffing and contract labor.

The second quarter of 2016 production expense rate (expense per boe) for North America E&P declined as cost reductions occurred at a rate faster than our production decline. The expense rate for International E&P declined due to an increase in volumes, combined with reduced maintenance and project costs in the U.K. The OSM expense rate decreased as a result of higher sales volumes and lower production expenses, as discussed above.

The following table provides production expense rates for each segment:

	Three Months Ended June 30,
($ per boe)	2016		2015
Production Expense Rate
North America E&P		$6.28		$7.19
International E&P		$5.09		$6.51
Oil Sands Mining (a)		$39.02		$78.24

^(a)  Production expense per synthetic crude oil barrel (before royalties) includes direct production costs (less pre-development), shipping and handling and taxes other than income.

Marketing costsdecreased$94 million in the second quarter of 2016 from the comparable 2015 period, consistent with the marketing revenues changes discussed above.

Exploration expensesincreased $78 million primarily as a result of our decision to not drill any of our remaining Gulf of Mexico undeveloped leases. The following table summarizes the components of exploration expenses:

	Three Months Ended June 30,
(In millions)	2016		2015
Exploration Expenses
Unproved property impairments	$	133	$	40
Dry well costs	22		41
Geological and geophysical	—		12
Other	34		18
Total exploration expenses	$	189	$	111

Depreciation, depletion and amortizationdecreased$190 million primarily as a result of production volume decreases, a higher proved reserve base in Eagle Ford in the second half of 2015 and as a result of the non-core asset dispositions in 2015. Our segments apply the units-of-production method to the majority of their assets, including capitalized asset retirement costs; therefore, proved reserve and production volumes have an impact on DD&A expense.

The DD&A rate (expense per boe), which is impacted by changes in reserves, capitalized costs, and sales volume mix by field, can also cause changes to our DD&A. The following table provides DD&A rates for each segment. The DD&A rate for North America E&P decreased primarily as a result of a higher proved reserve base in Eagle Ford in the second half of 2015. The DD&A rate for International E&P declined due to lower asset retirement costs, with cost estimates refined in the fourth quarter of 2015. The DD&A rate for OSM declined as a result of a higher proved reserve base in the fourth quarter of 2015.

	Three Months Ended June 30,
($ per boe)	2016		2015
DD&A Rate
North America E&P		$21.16		$25.45
International E&P		$6.22		$7.17
Oil Sands Mining		$11.39		$12.87

Impairments decreased $44 million in the second quarter of 2016 as a result of the second quarter of 2015 non-cash impairment charge related to East Texas, North Louisiana and Wilburton, Oklahoma natural gas assets in anticipation of the sale in 2015. See Note 13 to the consolidated financial statements for discussion of the impairment.

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Taxes other than incomeinclude production, severance, and ad valorem taxes, primarily in the U.S., which tend to increase or decrease in relation to revenue and sales volumes, decreased $39 million in the second quarter of 2016. The following table summarizes the components of taxes other than income:

	Three Months Ended June 30,
(In millions)	2016		2015
Production and severance	$	25	$	40
Ad valorem	5		15
Other	9		23
Total	$	39	$	78

General and administrative expensesdecreased$36 million primarily due to lower pension settlement charges in the second quarter of 2016, which totaled $31 million, compared to $64 million in the prior year.

Net interest and other increased$28 million primarily due to increased interest expense associated with our June 2015 debt issuance. See Note 16 to the consolidated financial statements for discussion of the June 2015 debt issuance.

Provision (benefit) for income taxes reflects an effective tax rate of 29% in the second quarter of 2016, as compared to 2% in the second quarter of 2015.

Segment Income(Loss)

Segment income (loss) represents income (loss) from operations excluding certain items not allocated to segments, net of income taxes, attributable to the operating segments. Our corporate and operations support general and administrative costs are not allocated to the operating segments. Gains or losses on dispositions, certain impairments, unrealized gains or losses on commodity derivative instruments, or other items that affect comparability also are not allocated to operating segments.

The following table reconciles segment income (loss) to net income (loss):

	Three Months Ended June 30,
(In millions)	2016			2015
North America E&P	$	(70	)	$	(45	)
International E&P	55			41
Oil Sands Mining	(38		)	(77		)
Segment income (loss)	(53		)	(81		)
Items not allocated to segments, net of income taxes	(117		)	(305		)
Net income (loss)	$	(170	)	$	(386	)

 North America E&P segment loss increased $25 million after-tax primarily due to lower price realizations and sales volumes, which was partially offset by the impact of lower net sales volumes to DD&A, production costs and taxes other than income; and lower exploration expenses.

International E&P segment incomeincreased $14 million after-tax primarily due to decreased exploration expenses and an increase in income from equity investments, which were partially offset by lower price realizations.

Oil Sands Mining segment loss decreased $39 million after-tax primarily due to higher sales volumes and lower production expenses, partially offset by lower price realizations and higher DD&A expense.

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Results of Operations

Six Months Ended June 30, 2016 vs. Six Months Ended June 30, 2015

Consolidated Results of Operation

Sales and other operating revenues, including related party are presented by segment in the table below:

	Six Months Ended June 30,
(In millions)	2016			2015
Sales and other operating revenues, including related party
North America E&P	$	1,110		$	1,843
International E&P	255			393
Oil Sands Mining	333			372
Segment sales and other operating revenues, including related party	$	1,698		$	2,608
Unrealized loss on commodity derivative instruments	(114		)	(21		)
Sales and other operating revenues, including related party	$	1,584		$	2,587

Below is a price/volume analysis for each segment. Refer to the preceding Operations and Market Conditions sections for additional detail related to our net sales volumes and average price realizations.

	Six Months Ended		Increase (Decrease) Related to						Six Months Ended
(In millions)	June 30, 2015		Price Realizations			Net Sales Volumes			June 30, 2016
North America E&P Price-Volume Analysis (a)
Liquid hydrocarbons	$	1,633	$	(394	)	$	(279	)	$	960
Natural gas	188		(51		)	(24		)	113
Realized gain on commodity
derivative instruments	5		19						24
Other sales	17								13
Total	$	1,843							$	1,110
International E&P Price-Volume Analysis
Crude oil and condensate
Natural gas liquids
Liquid hydrocarbons	$	310	$	(90	)	$	(26	)	$	194
Natural gas	60		(17		)	—			43
Other sales	23								18
Total	$	393							$	255
Oil Sands Mining Price-Volume Analysis
Synthetic crude oil	$	355	$	(112	)	$	81		$	324
Other sales	17								9
Total	$	372							$	333

^(a)      Six months ended June 30, 2016 includes a net sales volume reduction of 17 mboed related to dispositions in the Gulf of Mexico and other conventional onshore U.S. production.

Marketing revenues for the first six months of 2016 decreased by $240 million. Marketing activities include the purchase of commodities from third parties for resale and serve to aggregate volumes in order to satisfy transportation commitments as well as to achieve flexibility within product types and delivery points. Because the volume of marketing activity is based on market dynamics, it can fluctuate from period to period. The decrease is related primarily to lower marketed volumes in North America, which were further compounded by a lower commodity price environment.

Income from equity method investmentsdecreased $11 million. The decrease is primarily due to lower net sales volumes as a result of planned downtime at E.G. as a result of the Alba field compression project which impacted our equity method plants, which was partially offset by planned turnaround and maintenance activities at the Alba field and E.G. LNG facilities in 2015. Also impacting the first six months of 2016 were lower price realizations for LPG at our Alba plant.

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Net gain on disposal of assets for the first six months of 2016 was primarily related to the sale of our Wyoming upstream and midstream assets and West Texas acreage. See Note 6 to the consolidated financial statements for information about dispositions.

Production expenses for the first six months of 2016 decreased by $216 million compared to the same period of 2015. North America E&P declined $118 million due to lower operational, maintenance and labor costs, coupled with the disposition of our producing assets in the Gulf of Mexico and East Texas, North Louisiana and Wilburton, Oklahoma gas assets. International E&P declined $22 million largely due to lower operational costs in the U.K. OSM decreased $76 million primarily due to continued cost management, specifically staffing and contract labor, lower turnaround costs, and a favorable exchange rate on expenses denominated in the Canadian Dollar.

The first six months of 2016 production expense rate (expense per boe) for North America E&P declined primarily due to cost reductions that occurred at a rate faster than our production decline. The International E&P expense rate decreased in the first six months of 2016 primarily due to reduced maintenance and project costs in the U.K. The OSM expense rate decreased in the first six months of 2016 primarily due to higher production coupled with lower operational costs.

	Six Months Ended June 30,
($ per boe)	2016		2015
Production Expense Rate
North America E&P		$6.22		$7.57
International E&P		$5.53		$6.45
Oil Sands Mining (a)		$33.42		$50.06

^(a)  Production expense per synthetic crude oil barrel includes production costs, shipping and handling, taxes other than income and insurance costs and excludes pre-development costs.

Marketing costsdecreased$241 million in the first six months of 2016 from the comparable 2015 period, consistent with the marketing revenues changes discussed above.

Exploration expenseswere $12 million higher in the first six months of 2016 than in the comparable 2015 period primarily due to higher unproved property impairments, which were partially offset by lower dry well costs. Unproved property impairments were higher in 2016 primarily as a result of Gulf of Mexico leases that we decided not to drill. Dry well costs for the first six months of 2015 primarily consist of costs associated with the Sodalita West #1 well in E.G., the Key Largo well in the Gulf of Mexico, and suspended well costs related to Birchwood in-situ. The following table summarizes the components of exploration expenses:

	Six Months Ended June 30,
(In millions)	2016		2015
Exploration Expenses
Unproved property impairments	$	144	$	49
Dry well costs	22		99
Geological and geophysical	—		15
Other	47		38
Total exploration expenses	$	213	$	201

Depreciation, depletion and amortization(“DD&A”) decreased $402 million in the first six months of 2016 from the comparable 2015 period primarily as a result of production volume decreases and a higher proved reserve base in Eagle Ford in the second half of 2015. Our segments apply the units-of-production method to the majority of their assets, including capitalized asset retirement costs; therefore, volumes have an impact on DD&A expense.

The DD&A rate (expense per boe), which is impacted by field-level changes in sales volumes, reserves and capitalized costs, can also cause changes to our DD&A. The following table provides DD&A rates for each segment. The DD&A rate for North America E&P decreased primarily as a result of a higher proved reserve base in Eagle Ford in the second half of 2015.

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	Six Months Ended June 30,
($ per boe)	2016		2015
DD&A Rate
North America E&P		$21.79		$26.16
International E&P		$5.98		$6.62
Oil Sands Mining		$11.34		$12.58

Impairments decreased $43 million in the first six months of 2016 as a result of the second quarter of 2015 non-cash impairment charge related to East Texas, North Louisiana and Wilburton, Oklahoma natural gas assets in anticipation of the sale in 2015. See Note 13 to the consolidated financial statements for discussion of the impairment.

Taxes other than incomeinclude production, severance and ad valorem taxes, primarily in the U.S., which tend to increase or decrease in relation to revenue and sales volumes, decreased $58 million in the first six months of 2016 from the comparable 2015 period. The following table summarizes the components of taxes other than income:

	Six Months Ended June 30,
(In millions)	2016		2015
Production and severance	$	44	$	74
Ad valorem	19		31
Other	24		40
Total	$	87	$	145

General and administrative expensesdecreased$56 million in the first six months of 2016 compared to the same period in 2015. This decrease was primarily due to cost savings realized from the 2015 workforce reductions and corresponding severance expenses.

Provision (benefit) for income taxes reflect effective tax rates of 37% in the first six months of 2016, as compared to 18% from the comparable 2015 period. See Note 9 to the consolidated financial statements for discussion of the effective tax rate.

Segment Income(Loss)

Segment income (loss) represents income (loss) from continuing operations excluding certain items not allocated to segments, net of income taxes, attributable to the operating segments. Our corporate and operations support general and administrative costs are not allocated to the operating segments. Gains or losses on dispositions, certain impairments, change in tax expense associated with a tax rate change, unrealized gains or losses on crude oil derivative instruments, or other items that affect comparability also are not allocated to operating segments.

The following table reconciles segment income (loss) to net income (loss):

	Six Months Ended June 30,
(In millions)	2016			2015
North America E&P	$	(265	)	$	(206	)
International E&P	59			64
Oil Sands Mining	(86		)	(96		)
Segment income (loss)	(292		)	(238		)
Items not allocated to segments, net of income taxes	(285		)	(424		)
Net income (loss)	$	(577	)	$	(662	)

 North America E&P segment loss increased $59 million after-tax in the first six months of 2016 from the comparable 2015 period primarily due to lower price realizations and sales volumes, which was partially offset by the impact of lower net sales volumes to DD&A, production costs and taxes other than income; and lower exploration expenses.

International E&P segment incomedecreased $5 million after-tax in the first six months of 2016 from the comparable 2015 period primarily due to lower liquid hydrocarbon price realizations. These declines were partially offset by lower exploration, production and DD&A expenses.

Oil Sands Mining segment lossdecreased $10 million after-tax in the first six months of 2016 from the comparable 2015 period primarily due to higher sales volumes and lower production expenses, partially offset by lower price realizations and higher DD&A expense.

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Critical Accounting Estimates

There have been no material changes or developments in the evaluation of the accounting estimates and the underlying assumptions or methodologies pertaining to our Critical Accounting Estimates disclosed in our Form 10-K for the year ended December 31, 2015, except as discussed below.

Fair Value Estimates - Goodwill

Goodwill must be tested for impairment at least annually, or between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Goodwill is tested for impairment at the reporting unit level. We performed our annual impairment test in April 2016 and concluded no impairment was required. While the fair value of our International E&P reporting unit exceeded book value, subsequent commodity price and/or common stock declines may cause us to reassess our goodwill for impairment, and could result in non-cash impairment charges in the future.

Estimated Quantities of Net Reserves

Our December 31, 2015 proved reserves were calculated using the unweighted average of closing benchmark prices nearest to the first day of each month within the 12-month period ("SEC pricing"). The table below provides the 2015 SEC pricing for certain benchmark prices as well as the unweighted average for the first eight months of 2016:

	Unweighted 8-month 2016 Average	Unweighted 12-month 2015 Average
WTI Crude oil	$40.48	$50.28
Henry Hub natural gas	2.24	2.59
Brent crude oil	41.08	54.25
Natural gas liquids	14.92	17.32

Any significant future price change could have a material effect on the quantity and present value of our proved reserves. To the extent that commodity prices decrease during the remainder of 2016, a portion of our proved reserves could be deemed uneconomic and no longer classified as proved. This could impact both proved developed producing reserves as well as proved undeveloped reserves. Assuming lower commodity pricing in the remaining 4-months of 2016, a material volume of our proved reserves could become uneconomic and would have to be reclassified to non-proved reserve or resource category. In this scenario, our OSM proved reserves represent the largest risk to be reclassified to non-proved reserve or resource category. However, any impact of lower SEC pricing will likely be partially offset by continued cost reduction efforts. Also, any volumes reclassified to non-proved reserves could return to proved reserves as commodity prices improve. In the event the OSM proved reserves are reclassified to non-proved reserves or resource, their classification will have no impact on future plans for production.

Accounting Standards Not Yet Adopted

See Note 2 to the consolidated financial statements.

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Cash Flows

The following table presents sources and uses of cash and cash equivalents:

	Six Months Ended June 30,
(In millions)	2016			2015
Sources of cash and cash equivalents
Operating activities	$	252		$	717
Disposals of assets	758			2
Borrowings	—			1,996
Common stock issuance	1,236			—
Other	39			43
Total sources of cash and cash equivalents	$	2,285		$	2,758
Uses of cash and cash equivalents
Cash additions to property, plant and equipment	$	(753	)	$	(2,320	)
Deposit for acquisition	(89		)	—
Purchases of short-term investments	—			(925		)
Debt issuance costs	—			(19		)
Debt repayments	—			(34		)
Dividends paid	(77		)	(285		)
Other	(3		)	(1		)
Total uses of cash and cash equivalents	$	(922	)	$	(3,584	)

Cash flows generated from operating activities in the first six months of 2016 were lower as the downturn in the commodity cycle continued. This continued downward pressure on price realizations, coupled with the lower net sales volumes, continues to negatively impact our cash flows from operating activities. In the first six months of 2016, consolidated average oil and NGL price realizations were down by approximately 27% and consolidated net sales volumes declined by 9% as compared to the prior year.

Proceeds from disposals of assets are primarily from the sale of our Wyoming upstream and midstream assets; see Note 6 to the consolidated financial statements for further information concerning dispositions. Common stock issuance reflects net proceeds received in March 2016 from our public sale of common stock. See Liquidity and Capital Resources below for additional information.

Additions to property, plant and equipment are our most significant use of cash and cash equivalents and were lower in the first half of 2016 consistent with a reduced Capital Program as compared to the prior year. The following table shows capital expenditures by segment and reconciles to additions to property, plant and equipment as presented in the consolidated statements of cash flows (the table excludes an $89 million deposit paid into escrow related to the acquisition of PayRock assets - see Note 5 to the consolidated financial statements for further information related to this acquisition):

	Six Months Ended June 30,
(In millions)	2016		2015
North America E&P	$	468	$	1,484
International E&P	44		245
Oil Sands Mining	16		37
Corporate	8		14
Total capital expenditures	536		1,780
Decrease in capital expenditure accrual	217		540
Total use of cash and cash equivalents for property, plant and equipment	$	753	$	2,320

The Board of Directors approved a $0.05 per share dividend for the first quarter of 2016, which was paid in the second quarter of 2016. See Capital Requirements below for additional information about the second quarter dividend.

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Liquidity and Capital Resources

In March 2016, we issued 166,750,000 shares of our common stock, par value $1 per share, at a price of $7.65 per share, excluding underwriting discounts and commissions, for net proceeds of $1,236 million. The proceeds were used to strengthen our balance sheet and for general corporate purposes, including funding a portion of our Capital Program.

Also in March 2016, we increased our $3 billion unsecured Credit Facility by $300 million to a total of $3.3 billion. Fees on the unused commitment of each lender, as well as the borrowing options under the Credit Facility, remain unaffected by the increase.

Our main sources of liquidity are cash and cash equivalents, sales of non-core assets, internally generated cash flow from operations, capital market transactions, and our $3.3 billion Credit Facility. Our working capital requirements are supported by these sources and we may draw on our $3.3 billion Credit Facility to meet short-term cash requirements, or issue debt or equity securities through the shelf registration statement discussed below as part of our longer-term liquidity and capital management. Because of the alternatives available to us as discussed above, we believe that our short-term and long-term liquidity is adequate to fund not only our current operations, but also our near-term and long-term funding requirements including our capital spending programs, dividend payments, defined benefit plan contributions, repayment of debt maturities, and other amounts that may ultimately be paid in connection with contingencies.

Due to decreases in crude oil and U.S. natural gas prices, credit rating agencies reviewed companies in the industry earlier this year, including us. During the first quarter of 2016, our corporate credit rating was downgraded by: Standard & Poor's Ratings Services to BBB- (stable) from BBB (stable); by Fitch Ratings to BBB (negative) from BBB+ (stable); and by Moody's Investor Services, Inc. to Ba1 (negative) from Baa1 (stable). Any further rating downgrades could increase our future cost of financing or limit our ability to access capital, and result in additional collateral requirements. See Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2015 for a discussion of how a further downgrade in our credit ratings could affect us.

The June 23, 2016 referendum by British voters to exit the European Union (“Brexit”) provided uncertainty and potential volatility around European currencies, and resulted in a decline in the value of the British pound, as compared to the U.S. dollar and other currencies. Volatility in exchange rates may continue in the short term as the U.K. negotiates its exit from the European Union. A weaker British pound compared to the U.S. dollar during a reporting period causes local currency results of our U.K. operations to be translated into fewer U.S. dollars. For our U.K. operations a majority of our revenues are tied to global crude oil prices which are denominated in U.S. dollars while a significant portion of our operating and capital costs are denominated in British pounds. In addition, our U.K. operations have an asset retirement obligation, which represents a future cash commitment. In the longer term, any impact from Brexit on our U.K. operations will depend, in part, on the outcome of tariff, trade, regulatory, and other negotiations.

Capital Resources

Credit Arrangements and Borrowings

At June 30, 2016, we had no borrowings against our revolving credit facility.

At June 30, 2016, we had $7.3 billion in long-term debt outstanding, with our next debt maturity in the amount of $682 million due in the fourth quarter of 2017.

We do not have any triggers on any of our corporate debt that would cause an event of default in the case of a downgrade of our credit ratings.

Shelf Registration

We have a universal shelf registration statement filed with the SEC under which we, as a "well-known seasoned issuer" for purposes of SEC rules, have the ability to issue and sell an indeterminate amount of various types of equity and debt securities. 

Asset Disposals

During the quarter, we announced the sale of our Wyoming upstream and midstream assets for proceeds of $870 million, before closing adjustments, of which approximately $690 million was received in the second quarter.  The remaining asset sales are subject to the receipt of certain tribal consents and are expected to close before year end. The proceeds for the remaining asset sales were deposited into an escrow account by the buyer.

In March and April 2016, we entered into separate agreements to sell our 10% working interest in the outside-operated Shenandoah discovery in the Gulf of Mexico, operated natural gas assets in the Piceance basin in Colorado and certain undeveloped acreage in West Texas for a combined total of approximately $80 million in proceeds, before closing adjustments. We closed on certain of the asset sales during the six months ended June 30, 2016. The remaining asset sales are expected to close by year-end.

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Cash-Adjusted Debt-To-Capital Ratio

 Our cash-adjusted debt-to-capital ratio (total debt-minus-cash and cash equivalents to total debt-plus-equity-minus-cash and cash equivalents) was 20% at June 30, 2016, compared to 25% at December 31, 2015.

	June 30,			December 31,
(In millions)	2016			2015
Long-term debt due within one year	$	1		$	1
Long-term debt	7,280			7,276
Total debt	$	7,281		$	7,277
Cash and cash equivalents	$	2,584		$	1,221
Equity	$	19,153		$	18,553
Calculation:
Total debt	$	7,281		$	7,277
Minus cash and cash equivalents	2,584			1,221
Total debt minus cash, cash equivalents	$	4,697		$	6,056
Total debt	$	7,281		$	7,277
Plus equity	19,153			18,553
Minus cash and cash equivalents	2,584			1,221
Total debt plus equity minus cash, cash equivalents	$	23,850		$	24,609
Cash-adjusted debt-to-capital ratio	20		%	25		%

Capital Requirements

We closed on our purchase agreement of PayRock for $888 million, as discussed in Note 5 to the consolidated financial statements. We expect our Capital Program for full-year 2016 to be $1.3 billion, or $100 million lower than the original budget, which includes the increased activity from the PayRock acquisition.

On July 27, 2016, our Board of Directors approved a dividend of $0.05 per share for the second quarter of 2016 payable September 12, 2016 to stockholders of record at the close of business on August 17, 2016.

As of June 30, 2016, we plan to make contributions of up to $34 million to our funded pension plans during the remainder of 2016.

Contractual Cash Obligations

As of June 30, 2016, there are no material changes to our consolidated cash obligations to make future payments under existing contracts, as disclosed in our 2015 Annual Report on Form 10-K, except for the agreement we entered into to acquire PayRock as described above, which was paid with cash on hand.

During the third quarter we executed an agreement to terminate our Gulf of Mexico deepwater drilling rig contract, as a result we expect to make a termination payment of $113 million during the third quarter of 2016.

Environmental Matters and Other Contingencies

In July 2015, we received a request for information from the EPA under Section 114 of the Clean Air Act regarding several tank batteries used in our Bakken operations.  Beginning in the second quarter of 2016, we have been in settlement discussions with the State of North Dakota’s Department of Health regarding potential noncompliance with the Clean Air Act, North Dakota Century Code Air Pollution Control provisions, and implementing regulations. To date, no federal or state enforcement action has been commenced in connection with this matter.  We anticipate that resolution of this matter will result in civil or administrative penalties of an undetermined amount and require us to undertake corrective actions which may increase our development and/or operating costs.  We do not believe that any penalties or corrective action expenditures that may result from this matter will have a material adverse effect on our financial position, results of operation or cash flows. 

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Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). All statements other than statements of historical fact, including without limitation statements regarding our future performance, business strategy, reserve estimates, asset quality, production guidance, drilling plans, capital plans, cost and expense estimates, assets acquisitions and sales, future financial position, and other plans and objectives for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” "could," “estimate,” “expect,” “forecast,” "guidance," "intend," "may," “plan,” “project,” “seek,” “should,” "target," "will," “would” or similar words may be used to identify forward-looking statements; however, the absence of these words does not mean that the statements are not forward-looking. While we believe our assumptions concerning future events are reasonable, a number of factors could cause results to differ materially from those projected, including, but not limited to:

• conditions in the oil and gas industry, including supply/demand levels and the resulting impact on price;

• changes in expected reserve or production levels;

• changes in economic conditions in the jurisdictions in which we operate, including changes in foreign currency exchange rates, interest rates, inflation rates, and global and domestic market conditions;

• capital available for exploration and development;

• risks related to our hedging activities;

• our level of success in integrating acquisitions;

• well production timing;

• drilling and operating risks;

• availability of materials and labor;

• difficulty in obtaining necessary approvals and permits;

• non-performance by third parties of contractual obligations;

• unforeseen hazards such as weather conditions;

• political conditions and developments, including political instability, acts of war or terrorist acts, and the governmental or military response thereto;

• cyber-attacks;

• changes in safety, health, environmental, tax and other regulations;

• other geological, operating and economic considerations; and

• the risk factors, forward-looking statements and challenges and uncertainties described in our 2015 Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the SEC.

All forward-looking statements included in this report are based on information available to us on the date of this report. We undertake no obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise.

36

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For a detailed discussion of our risk management strategies and our derivative instruments, see Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our 2015 Annual Report on Form 10-K. Notes 13 and 14 to the consolidated financial statements include additional disclosures regarding our open derivative positions, including underlying notional quantities, how they are reported in our consolidated financial statements and how their fair values are measured.

Commodity Price Risk During the first six months of 2016, we entered into crude oil and natural gas derivatives, indexed to NYMEX WTI and Henry Hub, related to a portion of our forecasted North America E&P sales. The following tables provide a summary of open positions as of June 30, 2016 and the weighted average price for those contracts:

Crude Oil
			Year Ending December 31,
	Third Quarter	Fourth Quarter	2017
Three-Way Collars
Volume (Bbls/day)	47,000	47,000	—
Price per Bbl:
Ceiling	$55.37	$55.37	—
Floor	$50.23	$50.23	—
Sold put	$40.96	$40.96	—
Sold call options (a)
Volume (Bbls/day)	10,000	10,000	35,000
Price per Bbl	$72.39	$72.39	$61.91
Two-way Collars
Volume (Bbls/day)	10,000	10,000	—
Price per Bbl:			—
Ceiling	$50.00	$50.00
Floor	$41.55	$41.55

^(a)  Call options settle monthly.

Natural Gas
			Year Ending December 31,
	Third Quarter	Fourth Quarter	2017
Three-Way Collars (a)
Volume (MMBtu/day)	20,000	20,000	40,000
Price per MMBtu
Ceiling	$2.93	$2.93	$3.28
Floor	$2.50	$2.50	$2.75
Sold put	$2.00	$2.00	$2.25

^(a)  On our 2016 collars, the counterparty has the option to execute fixed-price swaps (swaptions) at a weighted average price of $2.93 per MMBtu indexed to NYMEX Henry Hub, which is exercisable on December 22, 2016. If counterparty exercises, the term of the fixed-price swaps would be for the calendar year 2017 and, if all such options are exercised, 20,000 MMBtu per day.

37

The following table provides a sensitivity analysis of the projected incremental effect on income (loss) from operations of a hypothetical 10% change in NYMEX WTI and Henry Hub prices on our open commodity derivative instruments as of June 30, 2016.

(In millions)	Hypothetical Price Increase of 10%			Hypothetical Price Decrease of 10%
Crude oil derivatives	$	(32	)	$	73
Natural gas derivatives	(5		)	5
Total	$	(37	)	$	78

Interest Rate Risk Sensitivity analysis of the incremental effect of a hypothetical 10% change in interest rates on financial assets and liabilities as of June 30, 2016, is provided in the following table.

(In millions)	Fair Value				Incremental Change in Fair Value
Financial assets (liabilities): (a)
Interest rate swap agreements	$	12		(b)	$	1
Long term debt, including amounts due within one year	$	(7,186	)	(b)(c)	$	(287	)

^(a)  Fair value of cash and cash equivalents, receivables, accounts payable and accrued interest approximate carrying value and are relatively insensitive to changes in interest rates due to the short-term maturity of the instruments. Accordingly, these instruments are excluded from the table.

^(b)  Fair value was based on market prices where available, or current borrowing rates for financings with similar terms and maturities.

^(c)  Excludes capital leases.

Item 4. Controls and Procedures

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.  As of the end of the period covered by this Report based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective as of June 30, 2016.  

During the second quarter of 2016, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

38

Part II – OTHER INFORMATION

Item 1. Legal and Administrative Proceedings

We are a defendant in a number of legal and administrative proceedings arising in the ordinary course of business, including, but not limited to, royalty claims, contract claims, tax disputes and environmental claims. While the ultimate outcome and impact to us cannot be predicted with certainty, we believe the resolution of these proceedings will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.  

In July 2015, we received a request for information from the EPA under Section 114 of the Clean Air Act regarding several tank batteries used in our Bakken operations.  Beginning in the second quarter of 2016, we have been in settlement discussions with the State of North Dakota’s Department of Health regarding potential noncompliance with the Clean Air Act, North Dakota Century Code Air Pollution Control provisions, and implementing regulations. To date, no federal or state enforcement action has been commenced in connection with this matter.  We anticipate that resolution of this matter will result in civil or administrative penalties of an undetermined amount and require us to undertake corrective actions which may increase our development and/or operating costs.  We do not believe that any penalties or corrective action expenditures that may result from this matter will have a material adverse effect on our financial position, results of operation or cash flows.

Item 1A. Risk Factors

We are subject to various risks and uncertainties in the course of our business.  There have been no material changes to the risk factors under Item 1A. Risk Factors in our 2015 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about repurchases by Marathon Oil of its common stock during the quarter ended June 30, 2016.

	Total Number of	Average Price	Total Number of Shares Purchased as Part of Publicly Announced	Approximate Dollar Value of Shares that May Yet Be Purchased Under the
Period	Shares Purchased (a)	Paid per Share	Plans or Programs	Plans or Programs
04/01/16 - 04/30/16	103,922	$10.97	—	n/a
05/01/16 - 05/31/16	141,243	13.56	—	n/a
06/01/16 - 06/30/16	486	13.00	—	n/a
Total	245,651	$12.46	—

^(a)  245,651 shares of restricted stock were delivered by employees to Marathon Oil, upon vesting, to satisfy tax withholding requirements.

Item 6.  Exhibits

The information required by this Item 6 is set forth in the Exhibit Index accompanying this Form 10-Q.

39

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

August 4, 2016		MARATHON OIL CORPORATION
	By:	/s/ Gary E. Wilson
		Gary E. Wilson
		Vice President, Controller and Chief Accounting Officer
		(Duly Authorized Officer)

40

Exhibit Index

		Incorporated by Reference (File No. 001-05153, unless otherwise indicated)
Exhibit Number	Exhibit Description	Form	Exhibit	Filing Date
3.1	Restated Certificate of Incorporation of Marathon Oil Corporation	10-Q	3.1	8/8/2013
3.2	Marathon Oil Corporation By-laws (Amended and restated as of February 24, 2016)*
3.3	Specimen of Common Stock Certificate	10-K	3.3	2/28/2014
4.1	Indenture, dated as of February 26, 2002, between Marathon Oil Corporation and The Bank of New York Trust Company, N.A., successor in interest to JPMorgan Chase Bank as Trustee, relating to senior debt securities of Marathon Oil Corporation. Pursuant to CFR 229.601(b)(4)(iii), instruments with respect to long-term debt issues have been omitted where the amount of securities authorized under such instruments does not exceed 10% of the total consolidated assets of Marathon Oil. Marathon Oil hereby agrees to furnish a copy of any such instrument to the SEC upon its request	10-K	4.1	2/28/2014
10.1	Marathon Oil Corporation 2016 Incentive Compensation Plan	14A	App. A	4/07/2016
12.1	Computation of Ratio of Earnings to Fixed Charges*
31.1	Certification of President and Chief Executive Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934*
31.2	Certification of Executive Vice President and Chief Financial Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934*
32.1	Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350*
32.2	Certification of Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350*
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase*
101.DEF	XBRL Taxonomy Extension Definition Linkbase*
101.LAB	XBRL Taxonomy Extension Label Linkbase*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase*
*	Filed herewith.

EX-3.2

MARATHON OIL CORPORATION

BY-LAWS

(Amended and restated as of February 24, 2016)

ARTICLE I.

Stockholders.

Section 1.1 Time and Place of Meetings of Stockholders. The Corporation shall hold an annual meeting of its stockholders each calendar year for the purpose of electing directors of the Corporation, and transacting such other business as may be brought before such meeting in accordance with these By-laws, at such date, time and place as the Board of Directors by resolution may designate, or if the Board of Directors does not so designate a date, time and place, such annual meeting of stockholders of the Corporation shall be held at the principal executive office of the Corporation in Houston, Texas at 10:00 a.m., Central Time, on the last Wednesday in May in each year, if not a legal holiday, and if a legal holiday, then on the next succeeding Wednesday which is not a legal holiday.

Special meetings of the stockholders (i) may be called at any time by the Board of Directors and (ii) shall be called by the Chairman of the Board or the chief executive officer of the Corporation following receipt by the Secretary of a written request of a holder or holders, who, individually or collectively, have continuously held 20 percent or more of the outstanding shares of the Corporation’s common stock for at least one year prior to the date the Corporation receives the written request to call a special meeting. For this purpose, share ownership is to be calculated on a “net long” basis, determined by subtracting the stockholders’ short position from their long position, based on Rule 14e-4 under the Exchange Act. Any such request by a stockholder or stockholders to call a special meeting must: (i) be accompanied by proof of ownership of record of 20 percent or more of the outstanding shares of the Corporation’s common stock and state the purchase date of each such share; (ii) specify the matter or matters to be acted upon at such meeting, each of which must be a proper subject for stockholder action under applicable law, which specification must include the complete text of any resolution or any amendment to any document applicable to the Corporation intended to be presented at the meeting; (iii) state the reasons for conducting such business at a special meeting of stockholders; and (iv) provide any other information which may be required pursuant to these By-laws or any other information with respect to the matter or matters requested to be acted upon which may be required to be disclosed under the DGCL or included in a proxy statement filed pursuant to the rules of the U.S. Securities and Exchange Commission, and, as to each stockholder requesting the meeting and each other person, if any, who is a beneficial owner of the shares held by such stockholder, (a) their name and address, (b) the class and number of shares of the Corporation which are owned beneficially or of record, and (c) any material interest in the business to be brought before the meeting. Without limiting the generality of the foregoing: (a) in the case of any such request to call a special meeting for the purpose of (or for multiple purposes that include) considering any nominee or nominees to serve on the Board of Directors, such request shall set forth all the information required to be included in a notice to which the provisions of the fourth sentence of Section 1.3 of these By-laws apply, and the provisions of the fifth sentence of Section 1.4 of these By-laws shall be applicable; and (b)

in the case of any such request to call a special meeting for other purpose or purposes, such request shall set forth all the information required to be included in a notice to which the provisions of the sixth sentence of Section 1.4 of these By-laws apply. Notwithstanding the forgoing, neither the Chairman of the Board nor the chief executive officer of the Corporation shall be required to call a special stockholder meeting if (i) the special meeting request relates to an item of business that is not a proper subject for stockholder action under applicable law, (ii) a similar item was presented at any meeting of stockholders held within 120 calendar days prior to the receipt by the Corporation of the special meeting request, (iii) a similar item is included in the Corporation’s notice as an item of business to be brought before a stockholder meeting that has been called but not yet held, or (iv) the special meeting request is received by the Corporation during the period commencing 90 calendar days prior to the first anniversary of the preceding year’s annual meeting of stockholders. Nominations pursuant to Section 1.11 of these By-laws may not be made in connection with a special meeting of stockholders.

Neither the annual meeting nor any special meeting of stockholders need be held within the State of Delaware.

Any action required to be taken at any annual or special meeting of the stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders or otherwise, may not be taken without a meeting, prior notice and a vote, and stockholders may not act by written consent.

Section 1.2 Notice of Meetings of Stockholders. It shall be the duty of the Secretary to cause notice of each annual or special meeting to be mailed to all stockholders of record as of the record date as fixed by the Board of Directors for the determination of stockholders entitled to vote at such meeting. Such notice shall indicate briefly the action to be taken at such meeting and shall be mailed to the stockholders at the addresses of such stockholders as shown on the books of the Corporation at least 10 days but not more than 60 days preceding the meeting. Only matters stated in the notice of a special meeting of the stockholders shall be brought before and acted upon at the meeting. Any such notice may be satisfied by electronic transmission, subject to the requirements of Section 232 of the DGCL.

Section 1.3. Nomination of Directors. Only persons who are nominated in accordance with the following procedures (or the procedures set forth in Section 1.11) shall be eligible for election as directors of the Corporation. Nomination for election to the Board of Directors at a meeting of stockholders may be made by the Board of Directors or by any stockholder of record of the Corporation entitled to vote generally for the election of directors at such meeting who complies with the notice procedures set forth in this Section 1.3 (other than a Notice of Proxy Access Nomination, which must be delivered or mailed to and received at the principal executive offices of the Corporation within the time periods provided in Section 1.11 of these By-laws). Such nominations, other than those made by or on behalf of the Board of Directors, shall be made by notice in writing delivered or mailed by first-class United States mail, postage prepaid, to the Secretary, and received not less than 90 days nor more than 120 days prior to the first anniversary of the date on which the Corporation first mailed its proxy materials for the preceding year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of (i) the 90^th day prior to such annual meeting or (ii) the 10^th day following the day on which public announcement of the date of such meeting is first made. Such notice shall set forth (a) as to each proposed nominee (i) the name, age, business address and, if known, residence address of each such nominee, (ii) the principal occupation or employment of

each such nominee, (iii) the number of shares of each class of the capital stock of the Corporation which are beneficially owned by each such nominee, and (iv) any other information concerning the nominee that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to be named as a nominee and to serve as a director if elected); and (b) as to the stockholder giving the notice (i) the name and address, as they appear on the Corporation’s books, of such stockholder, (ii) the number of shares of each class of the capital stock of the Corporation which are beneficially owned by such stockholder, (iii) a description of any agreement, arrangement or understanding relating to any hedging or other transaction or series of transactions (including any derivative or short position profit interest, option, hedging transaction or borrowing or lending of shares) that has been entered into or made by such stockholder, the effect or intent of which is to mitigate loss, manage risk or benefit from share price changes or to increase or decrease the voting power of such stockholder or any of its Stockholder Associated Persons (as defined in Section 1.4), in any case with respect to any share of capital stock of the Corporation, and (iv) a description of any agreement, arrangement or understanding with respect to such nomination between or among the stockholder and any of its Stockholder Associated Persons, and any others (including their names) acting in concert with any of the foregoing. In addition, the notice shall include a representation that the stockholder will notify the Corporation in writing of any change in any of the information referenced above in this Section 1.3 as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation, in accordance with applicable law and these By-laws. The provisions of this Section 1.3 regarding the timeliness of nominations by a stockholder shall apply to each such nomination, regardless of whether a stockholder making such nomination (i) desires to have such nomination reflected in the Corporation’s proxy statement for the meeting at which such nomination is to be made or (ii) intends to prepare separate proxy materials.

The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

Section 1.4. Notice of Business at Annual Meetings. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder of record. For business to be properly brought before an annual meeting by such a stockholder, if such business relates to the election of directors of the Corporation, the stockholder must comply with the procedures set forth in Sections 1.3 or 1.11. If such business relates to any other matter, the stockholder must have given timely notice thereof in writing to the Secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the date on which the Corporation first mailed its proxy materials for the preceding year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of (i) the 90^th day prior to such annual meeting or (ii) the 10^th day following the day on which public announcement of the date of such meeting is first made. A stockholder’s notice to the

Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business, (c) the number of shares of each class of the capital stock of the Corporation which are beneficially owned by the stockholder, (d) any material interest of the stockholder in such business and any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder Associated Person therefrom, and (e) a description of any agreement, arrangement or understanding relating to any hedging or other transaction or series of transactions (including any derivative or short position profit interest, option, hedging transaction or borrowing or lending of shares) that has been entered into or made, the effect or intent of which is to mitigate loss, manage risk or benefit from share price changes or to increase or decrease the voting power of such stockholder or any such Stockholder Associated Person, in any case with respect to any share of capital stock of the Corporation. In addition, the notice shall include a representation that the stockholder will notify the Corporation in writing of any change in any of the information referenced above in this Section 1.4 as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed. With respect to the stockholder giving any such notice which includes information regarding any Stockholder Associated Person as contemplated by clauses (d) or (e) of the sixth sentence of this paragraph, the stockholder must include in such notice (i) the name and address of such Stockholder Associated Person, if any, (ii) the number of shares of each class of capital stock of the Corporation owned by such Stockholder Associated Person, if any, and (iii) to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the proposal of other business on the date of such stockholder’s notice. Notwithstanding anything in the By-laws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this Section 1.4 and in Sections 1.3 and 1.11 of this Article I and except that any stockholder proposal which complies with Rule 14a-8 of the proxy rules (or any successor provision) promulgated under the Exchange Act and is to be included in the Corporation’s proxy statement for an annual meeting of stockholders shall be deemed to comply with the requirements of this Section 1.4. Without limiting the generality of the foregoing, the provisions of this Section 1.4 regarding the timeliness of a stockholder’s notice for a matter to be brought before an annual meeting shall apply to each such matter to be brought before the meeting, regardless of whether the stockholder proposing to bring the matter before the meeting (i) desires to have such matter reflected in the Corporation’s proxy statement for such meeting or (ii) intends to prepare separate proxy materials. Except as provided in Section 1.11 of these By-laws, nothing in Section 1.3 or in this Section 1.4 shall be deemed to give any stockholder the right to have any nomination or proposal included in any proxy statement prepared by the Corporation, and, to the extent any such right exists under applicable law or governmental regulation, such right shall be limited to the right provided under such applicable law or governmental regulation.

The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 1.4, and if he should so determine, the chairman shall so declare to the meeting that any such business not properly brought before the meeting shall not be transacted.

For purposes of Section 1.3 and Section 1.4, “Stockholder Associated Person” of any stockholder shall mean (i) any person acting in concert with such stockholder, (ii) any person who beneficially owns shares of stock of the Corporation owned of record or beneficially by such stockholder and (iii) any person controlling, controlled by or under common control, directly or indirectly, such stockholder or any Stockholder Associated Person described in clause (i) or (ii) of this definition.

Section 1.5. Quorum. At each meeting of the stockholders, the holders of one-third of the voting power of the outstanding shares of stock entitled to vote generally at the meeting, present in person or represented by proxy, shall constitute a quorum, unless the representation of a larger number shall be required by law, and, in that case, the representation of the number so required shall constitute a quorum.

Except as otherwise required by law, a majority of the voting power of the shares of stock entitled to vote generally at a meeting and present in person or by proxy, whether or not constituting a quorum, may adjourn, from time to time, without notice other than by announcement at the meeting. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 1.6. Organization. The Chairman of the Board, or in his absence the Lead Director, or the chief executive officer of the Corporation in the order named, shall call meetings of the stockholders to order, and shall act as chairman of such meeting; provided, however, that the Board of Directors may appoint any person to act as chairman of any meeting in the absence of the Chairman of the Board or the Lead Director.

The Secretary of the Corporation shall act as secretary at all meetings of the stockholders; but, in the absence of the Secretary at any meeting of the stockholders, the presiding officer may appoint any person to act as secretary of the meeting.

Section 1.7. Voting. At each meeting of the stockholders, every stockholder shall be entitled to vote in person, or by proxy appointed by instrument in writing, subscribed by such stockholder or by his duly authorized attorney, or, to the extent permitted by applicable law, appointed by an electronic transmission, and delivered to the inspectors at the meeting; and such stockholder shall have the number of votes for each share of capital stock standing registered in such stockholder’s name at the date fixed by the Board of Directors pursuant to Section 4.4 of Article IV of these By-laws as may be determined in accordance with the Certificate of Incorporation, or as may be provided by applicable law. Voting at meetings of stockholders must be by written ballot in all elections of directors, but otherwise need not be by written ballot unless the Board of Directors, in its discretion, by resolution so requires or, in the case of any such meeting, the chairman of that meeting, in his or her discretion, so requires. The Board of Directors, in its discretion, may authorize the requirement of a written ballot in any case to be satisfied by electronic transmission, subject to the requirements of Section 211(e) of the DGCL.

At least ten days before each meeting of the stockholders, a full, true and complete list, in alphabetical order, of all of the stockholders entitled to vote at such meeting, showing the address of each stockholder, and indicating the class and number of shares held by each, shall be furnished and held open for inspection in such manner, as is required by applicable law. Only the persons in whose names shares of stock stand on the books of the Corporation at the date fixed by the Board of Directors pursuant to Section 4.4 of Article IV of these By-laws, as evidenced in the manner provided by applicable law, shall be entitled to vote in person or by proxy on the shares so standing in their names.

Prior to any meeting, but subsequent to the date fixed by the Board of Directors pursuant to Section 4.4 of Article IV of these By-laws, any proxy may submit his powers of attorney to the Secretary, or to the treasurer of this Corporation, for examination. The certificate of the Secretary, or of the treasurer of the Corporation, as to the regularity of such powers of attorney, and as to the class and number of shares held by the persons who severally and respectively executed such powers of attorney, shall be received as prima facie evidence of the class and number of shares

represented by the holder of such powers of attorney for the purpose of establishing the presence of a quorum at such meeting and of organizing the same, and for all other purposes.

Except as otherwise provided in the Certificate of Incorporation, each director shall be elected by a vote of a majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present; provided, however, that the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors if, in connection with such meeting (i) the Secretary shall have received a notice that a stockholder has nominated a person for election to the Board in compliance with the advance-notice requirements for stockholder nominees for director set forth in Section 1.3 or Section 1.11 and (ii) such nomination shall not have been withdrawn by such stockholder on or prior to the day next preceding the date the Corporation first mails its notice of meeting for such meeting to the stockholders of the Corporation. If directors are to be elected by a plurality of the votes cast pursuant to the provisions of the immediately preceding sentence, stockholders shall not be provided the option to vote against any one or more of the nominees, but shall only be provided the option to vote for one or more of the nominees or withhold their votes with respect to one or more of the nominees. For purposes hereof, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director. (Accordingly, abstentions will not be taken into account for this purpose.)

In the case of any question to which the stockholder approval policy of any national securities exchange or quotation system on which capital stock of the Corporation is traded or quoted on the Corporation’s application, the requirements under the Exchange Act, or any provision of the Internal Revenue Code of 1986, as amended, or the rules and regulations thereunder (the “Code”) applies, in each case for which question the Certificate of Incorporation, these By-laws or the DGCL does not specify a higher voting requirement, that question will be decided by the requisite vote that stockholder approval policy, Exchange Act requirement or Code provision, as the case may be, specifies, or the highest requisite vote if more than one applies.

A majority of the votes of the shares present in person at the meeting and those represented by proxy and entitled to vote on the question whether to ratify the appointment of independent public accountants, if that question is submitted for a vote of stockholders, will be sufficient to ratify the appointment.

All other elections, proposals and questions which have properly come before any meeting will, unless the Certificate of Incorporation, these By-laws or applicable law otherwise provides, be decided by a majority of the votes of the shares present in person at the meeting and those represented by proxy and entitled to vote at that meeting.

Section 1.8. Inspectors. At each meeting of the stockholders, the polls shall be opened and closed, the proxies and ballots shall be received and be taken in charge, and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of votes, shall be decided by one or more inspectors. Such inspector or inspectors shall be appointed by the Board of Directors before the meeting. If for any reason any of the inspectors previously appointed shall fail to attend or refuse or be unable to serve, inspectors in place of any so failing to attend or refusing or unable to serve, shall be appointed in like manner.

Section 1.9. Approval or Ratification of Acts or Contracts by Stockholders. The Board, in its discretion, may submit any act or contract for approval or ratification at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of considering any such act or contract, and, except as applicable law or the Certificate of Incorporation otherwise

provides, any act or contract that the holders of shares of stock of the Corporation present in person or by proxy at that meeting and having a majority of the votes entitled to vote on that approval or ratification approve or ratify will, provided that a quorum is present, be as valid and as binding on the Corporation and on all stockholders as if every stockholder had approved or ratified it.

Section 1.10. Conduct of Meetings. The Board may adopt by resolution such rules and regulations for the conduct of meetings of stockholders as it deems appropriate. Except to the extent inconsistent with those rules and regulations, if any, the chairman of any meeting of stockholders will have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of that chairman, are appropriate for the proper conduct of that meeting. Those rules, regulations or procedures, by whomever so adopted, may include the following:

(a)the establishment of an agenda or order of business for the meeting;

(b)rules and procedures for maintaining order at the meeting and the safety of those present;

(c)limitations on attendance at or participation in the meeting to stockholders of record, their duly authorized and constituted proxies or such other persons as the chairman of the meeting may determine;

(d)restrictions on entry to the meeting after the time fixed for the commencement thereof; and

(e)limitations on the time allotted to questions or comments by participants.

Except to the extent the Board or the chairman of any meeting otherwise prescribes, no rules of parliamentary procedure will govern any meeting of stockholders.

Section 1.11. Proxy Access for Director Nominations.

(a)Whenever the Board solicits proxies with respect to the election of directors at an annual meeting of the stockholders, subject to the provisions of this Section 1.11, the Corporation shall include in its proxy statement for such annual meeting, in addition to any persons nominated for election by the Board or any committee thereof, the name, together with the Required Information, of any person or persons, as applicable, nominated for election (the “Stockholder Nominee(s)”) to the Board by any stockholder (including a group of funds under common management and beneficial ownership, as determined by the Board or any committee thereof), or group of 20 or fewer stockholders, that satisfies the requirements of Section 1.11(e) (individually or collectively, the “Eligible Stockholder”), and who expressly elects at the time of providing the notice required by this Section 1.11 (the “Notice of Proxy Access Nomination”) to have its nominee or nominees, as applicable, included in the Corporation’s proxy materials pursuant to this Section 1.11. In the event that the Eligible Stockholder consists of a group of 20 or fewer stockholders, any and all requirements and obligations for an individual Eligible Stockholder that are set forth in these By-Laws, including the Minimum Holding Period, shall apply to each member of such group; provided, however, that the Required Ownership Percentage shall apply to the group’s aggregate ownership. For purposes of this Section 1.11, the “Required Information” that the Corporation will include in its proxy statement is the information provided to the Secretary concerning the Stockholder Nominee(s) and the Eligible Stockholder that is required to be disclosed in the Corporation’s proxy statement by Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder, and, if the Eligible Stockholder so elects, a written statement, not to exceed 500 words, in support of the Stockholder Nominee(s)’ candidacy (the “Statement”). Notwithstanding anything to the contrary contained

in this Section 1.11, the Corporation may omit from its proxy materials any information or Statement (or portion thereof) that it, in good faith, believes would violate any applicable law or regulation.

(b)To be timely for purposes of this Section 1.11, the Notice of Proxy Access Nomination must be addressed to the Secretary and delivered to or mailed by first-class United States mail, postage prepaid, and received at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the date on which the Corporation first mailed its proxy materials for the preceding year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, to be timely the Notice of Proxy Access Nomination must be so delivered not later than the close of business on the later of (i) the 90th day prior to such annual meeting or (ii) the 10th day following the day on which public announcement of the date of such meeting is first made. In no event will an adjournment or postponement of an annual meeting of stockholders or the announcement thereof commence a new time period for the giving of a Notice of Proxy Access Nomination as provided above.

(c)The maximum number of Stockholder Nominees nominated by all Eligible Stockholders that will be included in the Corporation’s proxy materials with respect to an annual meeting of stockholders shall not exceed 25% of the number of directors in office as of the last day on which a Notice of Proxy Access Nomination may be delivered pursuant to and in accordance with this Section 1.11 (the “Final Proxy Access Nomination Date”), or if such amount is not a whole number, the closest whole number below 25%. In the event that one or more vacancies for any reason occurs on the Board after the Final Proxy Access Nomination Date but before the date of the annual meeting and the Board resolves to reduce the size of the board in connection therewith, the maximum number of Stockholder Nominees included in the Corporation’s proxy materials shall be calculated based on the number of directors in office as so reduced. Any individual nominated by Eligible Stockholder for inclusion in the Corporation’s proxy materials pursuant to this Section 1.11 whom the Board decides to nominate as a nominee for Director shall be counted as one of the Stockholder Nominees for purposes of determining when the maximum number of Stockholder Nominees provided for in this Section 1.11 has been reached. Any Eligible Stockholder submitting more than one Stockholder Nominee for inclusion in the Corporation’s proxy materials pursuant to this Section 1.11 shall rank such Stockholder Nominees based on the order that the Eligible Stockholder desires such Stockholder Nominees to be selected for inclusion in the Corporation’s proxy statement in the event that the total number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Section 1.11 exceeds the maximum number of nominees provided for in this Section 1.11. In such event, the highest ranking Stockholder Nominee who meets the requirements of this Section 1.11 from each Eligible Stockholder will be selected for inclusion in the Corporation’s proxy materials until the maximum number is reached, beginning with the Eligible Stockholder with the largest number of shares of common stock of the Corporation disclosed as owned in its respective Notice of Proxy Access Nomination submitted to the Corporation and proceeding through each Eligible Stockholder in descending order of ownership. If the maximum number is not reached after the highest ranking Stockholder Nominee who meets the requirements of this Section 1.11 from each Eligible Stockholder has been selected, this process will continue as many times as necessary, following the same order each time, until the maximum number is reached. Notwithstanding anything to the contrary contained in this Section 1.11, if the Corporation receives notice pursuant to Section 1.3 of these By-laws that a stockholder intends to nominate for election at such meeting a number of nominees greater than or equal to a majority of the

total number of directors to be elected at such meeting, no Stockholder Nominees will be included in the Corporation’s proxy materials with respect to such meeting pursuant to this Section 1.11.

(d)For purposes of this Section 1.11, an Eligible Stockholder shall be deemed to “own” only those outstanding shares of common stock of the Corporation as to which the stockholder possesses both (i) the full voting and investment rights pertaining to the shares and (ii) the full economic interest in (including the opportunity for profit from and risk of loss on) such shares; provided, that the number of shares calculated in accordance with clauses (i) and (ii) shall not include any shares (x) sold by such stockholder or any of its affiliates in any transaction that has not been settled or closed, (y) borrowed by such stockholder or any of its affiliates for any purposes or purchased by such stockholder or any of its affiliates pursuant to an agreement to resell, or (z) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such stockholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of shares of outstanding common stock of the Corporation, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (1) reducing in any manner, to any extent or at any time in the future, such stockholder’s or its affiliates’ full right to vote or direct the voting of any such shares, and/or (2) hedging, offsetting or altering to any degree any gain or loss realized or realizable from maintaining the full economic ownership of such shares by such stockholder or affiliate. For purposes of this Section 1.11, a stockholder shall “own” shares held in the name of a nominee or other intermediary so long as the stockholder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A stockholder’s ownership of shares shall be deemed to continue during any period in which the stockholder has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement which is revocable at any time by the stockholder. The terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings. Whether outstanding shares of the common stock of the Corporation are “owned” for these purposes shall be determined by the Board or any committee thereof. For purposes of this Section 1.11, the term “affiliate” or “affiliates” shall have the meaning ascribed thereto under the General Rules and Regulations under Exchange Act.

(e)In order to make a nomination pursuant to this Section 1.11, each Eligible Stockholder must have owned the Required Ownership Percentage of the Corporation’s outstanding common stock (the “Required Shares”) continuously for the Minimum Holding Period as of both the date the Notice of Proxy Access Nomination is delivered to or mailed to and received by the Secretary in accordance with this Section 1.11 and the record date for determining the stockholders entitled to vote at the annual meeting and must continue to own the Required Shares through the meeting date. For purposes of this Section 1.11, the “Required Ownership Percentage” is 3% or more, and the “Minimum Holding Period” is 3 years. Within the time period specified in this Section 1.11 for delivering the Notice of Proxy Access Nomination, each Eligible Stockholder must provide the following information in writing to the Secretary: (i) one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the Minimum Holding Period) verifying that, as of a date within seven calendar days prior to the date the Notice of Proxy Access Nomination is delivered to or mailed to and received by the Secretary, the Eligible Stockholder owns, and has owned continuously for the Minimum Holding Period, the Required Shares, and the Eligible Stockholder’s agreement to provide, within five business days after the record date for the annual meeting, written statements from the record holder and intermediaries verifying the Eligible Stockholder’s continuous ownership of the Required Shares through the record date;

(ii) a copy of the Schedule 14N that has been filed with the Securities and Exchange Commission as required by Rule 14a-18 under the Exchange Act; (iii) the information, representations and agreements that are the same as those that would be required to be set forth in a stockholder’s notice of nomination pursuant to Section 1.3 of these By-laws; (iv) the consent of each Stockholder Nominee to being named in the proxy statement as a nominee and to serving as a Director if elected; (v) a representation that the Eligible Stockholder (A) acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control at the corporation, and does not presently have such intent, (B) presently intends to maintain qualifying ownership of the Required Shares through the date of the annual meeting, (C) has not engaged and will not engage in, and has not and will not be a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a Director at the annual meeting other than its Stockholder Nominee(s) or a nominee of the Board, (D) agrees to comply with all applicable laws and regulations applicable to the use, if any, of soliciting material, and (E) will provide facts, statements and other information in all communications with the Corporation and its stockholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (vi) a representation as to the Eligible Stockholder’s intentions with respect to maintaining qualifying ownership of the Required Shares for at least one year following the annual meeting; and (vi) an undertaking that the Eligible Stockholder agrees to (A) assume all liability stemming from any legal or regulatory violation arising out of the Eligible Stockholder’s communications with the stockholders of the Corporation or out of the information that the Eligible Stockholder provided to the Corporation and (B) indemnify and hold harmless the Corporation and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of any nomination submitted by the Eligible Stockholder pursuant to this Section 1.11.

(f)Within the time period specified in this Section 1.11 for delivering the Notice of Proxy Access Nomination, each Stockholder Nominee must deliver to the Secretary: (i) the information required of nominees by Section 1.3 of these By-laws; (ii) a written representation and agreement that such person (A) is not and will not become party to (y) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (z) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation, (C) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with the applicable provisions of these By-laws and all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation; (iii) a letter of resignation signed by such person, which letter shall specify that such resignation is irrevocable and that it shall become effective upon a determination by the Board (excluding, for purposes of such determination, such person) that (A) any of the information provided to the

Corporation by the Eligible Stockholder or such person in respect of the nomination of such person pursuant to this Section 1.11 is or was untrue in any material respect (or omitted to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading) or (B) the Eligible Stockholder shall have breached its obligations under this Section 1.11; and (iv) a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination or recommendation for nomination is being made.

(g)In the event that any information or communications provided by the Eligible Stockholder or any Stockholder Nominees to the Corporation or its stockholders ceases to be true and correct in all material respects or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, each Eligible Stockholder or Stockholder Nominee, as the case may be, shall promptly notify the Secretary of any defect in such previously provided information and of the information that is required to correct any such defect.

(h)The Corporation shall not be required to include, pursuant to this Section 1.11, a Stockholder Nominee in its proxy materials for any meeting of stockholders (i) for which the Secretary receives a notice that a stockholder has nominated such Stockholder Nominee for election to the Board pursuant to the advance notice requirements for stockholder nominees for director set forth in Section 1.3 of these By-laws, (ii) if the Eligible Stockholder that has nominated such Stockholder Nominee has engaged in or is currently engaged in, or has been or is a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a Director at the annual meeting other than its Stockholder Nominee(s) or a nominee of the Board, (iii) if the Stockholder Nominee is or becomes a party to any compensatory, payment, reimbursement, indemnification or other financial agreement, arrangement or understanding with any person or entity other than the Corporation, or is receiving or will receive any such compensation, reimbursement, indemnification or other payment from any person or entity other than the Corporation, in each case in connection with service as a Director of the Corporation, (iv) who is not independent under the listing standards of any national securities exchange or quotation system on which capital stock of the Corporation is listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board in determining and disclosing independence of the Corporation’s directors, in each case as determined by the Board, (v) whose election as a member of the Board would cause the Corporation to be in violation of these By-laws, the Certificate of Incorporation, the rules and listing standards of any national securities exchange or quotation system on which capital stock of the Corporation is traded, or any applicable state or federal law, rule or regulation, (vi) who is or has been, within the past 3 years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, (vii) who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past 10 years, (viii) who is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended, (ix) if such Stockholder Nominee or the applicable Eligible Stockholder shall have provided information to the Corporation in respect to such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances under which they were made, not misleading, as determined by the Board or any committee thereof, or (x) the Eligible Stockholder or applicable Stockholder Nominee fails to comply with its obligations pursuant to this Section 1.11.

(i)Notwithstanding anything to the contrary set forth herein, the Board or the presiding officer of the annual meeting of stockholders shall declare a nomination by an Eligible Stockholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the Corporation, and the resignation letter more fully described in Section 1.11(e)(vii) shall become effective, if (i) the Stockholder Nominee(s) and/or the applicable Eligible Stockholder shall have breached this Section 1.11, as determined by the Board or such presiding officer or (ii) the Eligible Stockholder (or a qualified representative thereof) does not appear at the meeting of stockholders to present any nomination pursuant to this Section 1.11.

(j)Any Stockholder Nominee who is included in the Corporation’s proxy materials for a particular annual meeting of stockholders but either (i) withdraws from or becomes ineligible or unavailable for election at the annual meeting, or (ii) does not receive at least 25% of the votes eligible to be cast in favor of such Stockholder Nominee’s election, will be ineligible to be a Stockholder Nominee pursuant to this Section 1.11 for the next two annual meetings. For the avoidance of doubt, this Section 1.11 shall not prevent any stockholder from nominating any person to the Board pursuant to and in accordance with Section 1.3 of these By-laws.

(k)No stockholder shall be permitted to join more than one group of stockholders to become an Eligible Stockholder for purposes of nominations pursuant to this Section 1.11 per annual meeting of the stockholders. In the event that any Eligible Stockholder, either individually or part of a group, nominates a Stockholder Nominee that is elected to the Board of Directors, then such Eligible Stockholder shall not be permitted to utilize the provisions set forth in this Section 1.11 during the following two annual meetings after such Stockholder Nominee is elected to the Board of Directors.

(l)This Section 1.11 shall be the exclusive method for stockholders to include nominees for Director in the Corporation’s proxy materials.

ARTICLE II.

Board of Directors.

Section 2.1. Number, Classes and Terms of Office. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

The number of directors shall be fixed from time to time by resolution of the Board, but the number thereof shall not be less than three.

At each annual meeting of the stockholders of the Corporation, the directors shall be elected for terms expiring at the next succeeding annual meeting of the stockholders of the Corporation, provided that each director shall serve until a successor is duly elected and qualified or until such director’s earlier death, resignation or removal.

In the case of any increase in the number of directors of the Corporation, the additional director or directors shall be elected only by the Board.

Section 2.2. Vacancies. Except as otherwise provided by law, in the case of any vacancy in the Board through death, resignation, disqualification or other cause, a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant, and until the election of his successor, shall be elected only by a majority of the Board then in office, even if less than a quorum.

Section 2.3. Removal. Directors of the Corporation may be removed with or without cause.

Section 2.4. Retirements. No director shall continue to serve on the Board beyond the last day of the annual stockholder election term during which such director attains the age of 72, except that a former chief executive officer of the Corporation shall not continue to serve on the Board beyond the last day of the annual stockholder election term during which the age of 70 is attained. Notwithstanding the foregoing, officer-directors, other than a chief executive officer, shall retire from the Board at the time such officer-director ceases to be a principal officer of the Corporation.

Section 2.5 Place of Meetings, etc. The Board may hold its meetings, and may have an office and keep the books of the Corporation (except as otherwise may be provided for by law) in such place or places in the State of Delaware or outside of the State of Delaware, as the Board from time to time may determine.

Section 2.6. Regular Meetings. Regular meetings of the Board shall be held at such times as may be fixed by resolution of the Board. The Secretary shall give notice, as provided for special meetings, for each regular meeting.

Section 2.7. Special Meetings. Special meetings of the Board shall be held whenever called by direction of the Chairman of the Board, the Lead Director, the chief executive officer of the Corporation, or a majority of the directors then in office.

The Secretary shall give notice of each special meeting of the Board by mailing the same at least two days before the meeting, or by telegraph, telecopier, electronic transmission or other communications device at least one day before the meeting, to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business of the Board may be transacted at a special meeting of the Board. At any Board meeting at which every director shall be present, even though without any notice, any business may be transacted.

Section 2.8. Telephonic and Other Meetings. Members of the Board may hold and participate in any Board meeting by means of conference telephone or other communications equipment that permits all persons participating in the meeting to hear each other, and participation of any director in a meeting under this Section 2.8 will constitute the presence in person of that director at that meeting for purposes of these By-laws, except in the case of a director who so participates only for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been called or convened in accordance with applicable law or these By-laws.

Section 2.9. Quorum. A majority of the total number of directors then in office shall constitute a quorum for the transaction of business; but if at any meeting of the Board there be less than a quorum present, a majority of those present may adjourn the meeting from time to time.

At any meeting of the Board, all matters shall be decided by the affirmative vote of a majority of directors then present, provided, that the affirmative vote of at least one-third of all the directors then in office shall be necessary for the passage of any resolution.

Section 2.10. Order of Business. At meetings of the Board business shall be transacted in such order as, from time to time, the Board may determine by resolution.

At all meetings of the Board, the Chairman of the Board, or in his absence the Lead Director, or the chief executive officer of the Corporation, in the order named, shall preside.

Section 2.11. Compensation of Directors. Each director of the Corporation who is not a salaried officer or employee of the Corporation, or of a subsidiary of the Corporation, shall receive an annual cash retainer and an annual common stock unit award for serving as a director of the Board as the Board may from time to time determine. The Lead Director and chairs of the Committees shall receive retainers as the Board may from time to time determine.

Section 2.12. Board Committees.

(a)The Board may, by resolution or by election of a majority vote, designate one or more Committees consisting of one or more of the directors. The Board may designate one or more directors as alternate members of any Committee, who may replace any absent or disqualified member at any meeting of that Committee. The member or members present at any meeting of any Committee and not disqualified from voting at that meeting may, whether or not constituting a quorum, unanimously appoint another director to act at that meeting in any place of any member of that Committee who is absent from or disqualified to vote at that meeting.

(b)The Board by resolution may change the membership of any Committee at any time and fill vacancies on any of those committees. A majority of the members of any Committee will constitute a quorum for the transaction of business by that Committee unless the Board by resolution requires a greater number for that purpose. The Board by resolution may elect a chair of any Committee. Except as expressly provided in these By-laws, the election or appointment of any director to a Committee will not create any contract rights of that director, and the Board’s removal of any member of any Committee will not prejudice any contract rights that member otherwise may have.

(c)Under Section 2.12(a) hereof, the Board may designate an executive Committee to exercise, subject to applicable provisions of law, any or all of the powers of the Board in the management of the business and affairs of the Corporation when the Board is not in session.

(d)Each other Committee the Board of Directors may designate under Section 2.12(a) hereof will, subject to applicable provisions of law, have and may exercise all the powers and authorities of the Board to the extent the Board of Directors’ resolution designating that Committee so provides.

(e)Committee Rules; Minutes.Unless the Board otherwise provides, each Committee may make, alter and repeal rules for the conduct of its business. In the absence of those rules, each Committee will conduct its business in the same manner as the Board of Directors conducts its business under Article II. Each Committee will keep regular minutes of its meetings and will report the same to the Board of Directors as a whole.

ARTICLE III.

Officers.

Section 3.1. Officers. The principal officers of the Corporation will be elected by the Board and shall include a chief executive officer, president, chief accounting officer, chief financial officer, vice presidents, general counsel, secretary and treasurer. All other offices, titles, powers and duties with respect to principal officers shall be determined by the Board from time to time, which can include the Chairman as an officer of the Corporation. Each principal officer who shall be a member of the Board of Directors shall be considered an officer-director.

The Board of Directors or any Committee or officer designated by the Board or any Committee may appoint such other officers as necessary, who shall have such authority and shall perform such duties as from time to time may be assigned to them by or with the authority of the Board of Directors.

Any person may hold two or more offices.

In its discretion, the Board of Directors may leave unfilled any office.

All officers, agents and employees shall be subject to removal at any time by the Board of Directors. All officers, agents and employees, other than officers elected by the Board of Directors, shall hold office at the discretion of the Committee or of the officer appointing them.

Each of the salaried officers of the Corporation shall devote his or her entire time, skill and energy to the business of the Corporation, unless the contrary is expressly consented to by the Board of Directors.

Section 3.2. Chairman of the Board. The Chairman of the Board may be an employee or officer of the Corporation and will, if present, preside at meetings of the Board of Directors and stockholders. The Chairman of the Board will exercise and perform such other duties as may be assigned by the Board of Directors. The Chairman of the Board will report to the Board of Directors.

Section 3.3. Powers and Duties of the Chief Executive Officer. Subject to any applicable determination of the Board of Directors, the chief executive officer of the Corporation shall be in general charge of the management of the day-to-day affairs of the Corporation.

Section 3.4. Powers and Duties of the President. Subject to any applicable determination of the chief executive officer of the Corporation and the Board of Directors, the president of the Corporation shall have such duties as may be assigned by the Board.

Section 3.5. Powers and Duties of the Chief Accounting Officer and Chief Financial Officer. The chief accounting officer and chief financial officer of the Corporation shall each have such authority and shall perform such duties, as may be assigned by the Board.

Section 3.6. Powers and Duties of the General Counsel. The general counsel shall be the chief consulting officer of the Corporation in all legal matters, and, subject to any applicable determination of the Board of Directors, shall have general control of all matters of legal import concerning the Corporation.

Section 3.7. Powers and Duties of the Treasurer. Subject to any applicable determination of any other officer of the Corporation as may be designated by the Board of Directors, the treasurer of the Corporation shall have custody of all the funds and securities of the Corporation which may have come into the hand of the Corporation; when necessary or proper he or she shall endorse, or cause to be endorsed, on behalf of the Corporation, for collection, checks, notes and other obligations, and shall cause the deposit of same to the credit of the Corporation in such bank or banks or depositary as the Board of Directors may designate or as the Board of Directors by resolution may authorize; he or she shall sign all receipts and vouchers for payments made to the Corporation other than routine receipts and vouchers, the signing of which he or she may delegate; he or she shall sign all checks made by the Corporation; provided, however, that the Board of Directors may authorize and prescribe by resolution the manner in which checks drawn on banks or depositaries shall be signed, including the use of facsimile signatures, and the manner in which officers, agents or employees shall be authorized to sign; he or she may sign with the president or a vice president all certificates representing shares in the capital stock of the Corporation; whenever required by the Board of Directors, he or she shall render a statement of his or her cash account; he or she shall enter regularly, in books of the Corporation to be kept for the purpose, full and accurate account of all moneys received and paid by him or her on account of the Corporation; he or she shall, at all reasonable times, exhibit his or her books and accounts to any director of the Corporation upon request at his or her office during business hours; and he or she shall perform all other acts incident to the position of treasurer.

The treasurer shall give a bond for the faithful discharge of the assigned duties in such sum as the Board of Directors may require.

Section 3.8. Powers and Duties of Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors, and the minutes of all meetings of the stockholders, and also (unless otherwise directed by the Board of Directors) the minutes of all Committees, in books provided for that purpose; he or she shall attend to the giving and serving of all notices of the Corporation; he or she may sign with any other duly authorized person, in the name of the Corporation, all contracts authorized by the Board of Directors, and affix the seal of the Corporation thereto; he or she shall have charge of the Corporation’s certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors may direct, all of which shall, at all reasonable times, be open to the examination of any director, upon application at the Secretary’s office during business hours; and he or she shall in general perform all other duties incident to the office of Secretary, subject to the control of the Board of Directors.

Section 3.9. Voting upon Interests in Other Business Entities. Unless otherwise ordered by the Board of Directors or any Committee, any person or persons appointed in writing by any of them shall have full power and authority on behalf of the Corporation to attend and to act and to vote at any meetings of stockholders of any corporation in which the Corporation may hold capital stock, or at any other meetings of holders of ownership interests in business entities in which the Corporation may hold an interest, including limited liability companies, and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such stock or other interest, and which, as the owner thereof, the Corporation might have possessed and exercised if present. The Board of Directors, by resolution, from time to time, may confer like powers upon any other person or persons.

Section 3.10. Term of Office, etc. Each officer will hold office until the first regular meeting of the Board in each year (at which a quorum shall be present) held next after the annual meeting of stockholders, and until a successor is duly elected or appointed and qualified or until such officer’s earlier death, resignation or removal. No officer of the Corporation will have any contractual right against the Corporation for compensation by reason of the election or appointment as an officer of the Corporation beyond the date of service as such, except as a written employment or other contract otherwise may provide. The Board may remove any officer with or without cause at any time, but any such removal will not prejudice the contractual rights of that officer, if any, against the Corporation. The Board by resolution may fill any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise for the unexpired portion of the term of that office at any time.

ARTICLE IV.

Capital Stock - Seal.

Section 4.1. Certificates of Shares. Shares of each class of the capital stock of the Corporation shall be uncertificated and shall not be represented by certificates, except to the extent as may be required by applicable law or as may otherwise be authorized by the Secretary or an assistant secretary of the Corporation. Ownership of any such uncertificated shares shall be evidenced by book-entry notation on the stock transfer records of the Corporation. Notwithstanding the foregoing, shares of capital stock of the Corporation represented by a certificate and issued and outstanding on February 23, 2011 shall remain represented by a certificate until such certificate is surrendered to the Corporation. All certificates surrendered to the Corporation shall be cancelled, and no new certificate shall be issued, except as may be required by applicable law or as may be authorized by the Secretary or an assistant secretary of the Corporation.

No certificate representing shares of capital stock of the Corporation shall be valid unless it is signed by two principal officers of the Corporation, or one principal officer and an assistant secretary or an assistant treasurer of the Corporation, but, where such certificate is signed by a registrar other than the Corporation or its employee the signatures of any such officer and, where authorized by resolution of the Board of Directors, any transfer agent may be facsimiles. In case any officer or transfer agent of the Corporation who has signed, or whose facsimile signature has been placed upon, any such certificate shall have ceased to such be such officer or transfer agent of the Corporation before such certificate is issued, such certificate may be issued by the Corporation with the same effect as though the person or persons were such officer or transfer agent of the Corporation at the date of issue.

With respect to each class of capital stock of the Corporation, any certificates issued shall be consecutively numbered. The name of the person owning the shares represented thereby, with the class and number of such shares and the date of issue, shall be entered on the Corporation’s books.

Section 4.2. Transfer of Shares. Transfers of shares shall be made on the stock transfer records of the Corporation only by the registered holder thereof, or by such holder’s attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, or with a transfer agent duly appointed, and upon surrender of the certificate or certificates for such shares properly endorsed, if such shares are represented by a certificate, and payment of all taxes thereon. Upon receipt of proper transfer instructions from the registered holder of uncertificated shares, from an approved source duly authorized by such holder or from such holder’s attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, or with a transfer agent duly appointed, such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares shall be made to the person entitled thereto and the transaction shall be recorded on the stock transfer records of the Corporation. The person in whose name shares stand on the Corporation’s stock transfer records shall be deemed the absolute owner thereof for all purposes as regards the Corporation and, accordingly, the Corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof.

Section 4.3. Regulations. The Board of Directors shall have power and authority to make all such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration or replacement of shares of the capital stock of the Corporation.

The Board of Directors may appoint one or more transfer agents or assistant transfer agents, including the Corporation, and one or more registrars of transfers, including the Corporation, and may require any stock certificates to bear the signature of a transfer agent or assistant transfer agent and a registrar of transfers. The Board of Directors may at any time terminate the appointment of any transfer agent or any assistant transfer agent or any registrar of transfers.

Section 4.4. Fixing Date for Determination of Stockholders’ Rights. The Board of Directors is authorized from time to time to fix in advance a date, not exceeding 60 days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such

dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

Section 4.5. Dividends. The Board of Directors may from time to time declare such dividends as the Board shall deem advisable and proper, subject to such restrictions as may be imposed by applicable law and the Certificate of Incorporation.

Section 4.6. Facsimile Signatures. In addition to the provisions for the use of facsimile signatures elsewhere specifically authorized in these By-laws, facsimile signatures of any officer or officers of this Corporation may be used whenever and as authorized by the Board of Directors.

Section 4.7. Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be in charge of the Secretary. Unless otherwise directed by the Board of Directors, duplicates of the seal may be kept and used by the treasurer or by any assistant secretary or assistant treasurer of the Corporation.

ARTICLE V.

Indemnification.

Section 5.1. Right to Indemnification. The Corporation shall indemnify and hold harmless to the fullest extent permitted by law any person who was or is made or is threatened to be made a party or is involved in any Proceeding whether civil, criminal, administrative or investigative by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all expenses, liability, and loss reasonably incurred or suffered by such person. The Corporation shall indemnify any person seeking indemnity in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board of Directors.

Section 5.2. Advancement of Expenses.

(a)If and whenever any Indemnitee is, or is threatened to be made, a party to any Proceeding that may give rise to a right of that Indemnitee to indemnification under Section 5.1, the Corporation will advance (unless such advance is in violation of law) all Expenses reasonably incurred by or on behalf of that Indemnitee in connection with that Proceeding within 10 days after the Corporation receives a statement or statements from that Indemnitee requesting the advance or advances from time to time, whether prior to or after final disposition of that Proceeding; provided, however, that the Corporation will have no obligation to advance Expenses if such advance will be in violation of applicable law. Each such statement must reasonably evidence the Expenses incurred by or on behalf of that Indemnitee and include or be preceded or accompanied by an undertaking by or on behalf of that Indemnitee to repay any Expenses advanced if it ultimately is determined that the Indemnitee is not entitled to be indemnified by the Corporation under Section 5.1 against those Expenses. The Corporation will accept any such undertaking without reference to the financial ability of Indemnitee to make repayment. If the Corporation advances Expenses in connection with any Claim as to which an Indemnitee has requested or may request indemnification under Section 5.1 and a determination is made under Section 5.4 that the Indemnitee is not entitled to that indemnification, the Indemnitee will not be required to reimburse

the Corporation for those advances until the 180th day following the date of that determination; provided, however, that if the Indemnitee timely commences and thereafter prosecutes in good faith a judicial proceeding or arbitration under Section 5.6 or otherwise to obtain that indemnification, the Indemnitee will not be required to reimburse the Corporation for those Expenses until a determination in that proceeding or arbitration that the Indemnitee is not entitled to that indemnification has become final and nonappealable.

(b)The Corporation may advance Expenses under Section 5.2(a) to an Indemnitee or, at the Corporation’s option, directly to the Person to which those Expenses are owed, and any Indemnitee’s request for an advance under Section 5.2(a) will constitute that Indemnitee’s consent to any such direct payment, to Indemnitee’s legal counsel or any other Person.

Section 5.3. Notification and Defense of Claims.

(a)If any Indemnitee receives notice, otherwise than from the Corporation, that the Indemnitee is or will be made, or is threatened to be made, a party to any Proceeding in respect of which the Indemnitee intends to seek indemnification under this Article V, the Indemnitee must promptly notify the Corporation in writing of the nature and, to the Indemnitee’s knowledge, status of that Proceeding. If this Section 5.3(a) requires any Indemnitee to give such a notice, but that Indemnitee fails to do so, that failure will not relieve the Corporation from, or otherwise affect the obligations the Corporation may have to indemnify that Indemnitee under this Article V, unless the Corporation can establish that the failure has resulted in actual prejudice to the Corporation.

(b)Except as this Section 5.3(b) otherwise provides, in the case of any Proceeding in respect of which any Indemnitee seeks indemnification under this Article V:

(1)the Corporation and any Related Enterprise that also may be obligated to indemnify that Indemnitee in respect of that Proceeding will be entitled to participate at its own expense in that Proceeding;

(2)the Corporation or that Related Enterprise, or either of them, will be entitled to assume the defense of all Claims, other than (A) Corporation Claims, if any, and (B) other Claims, if any, as to which that Indemnitee shall reasonably reach the conclusion clause (3) of the next sentence describes, in that Proceeding against that Indemnitee by prompt written notice of that election to that Indemnitee; and

(3)if clause (2) above entitles the Corporation or that Related Enterprise to assume the defense of any of those Claims and it delivers to that Indemnitee notice of that assumption under clause (2), the Corporation will not be liable to that Indemnitee under this Article V for any fees or expenses of legal counsel for that Indemnitee which that Indemnitee incurs after that Indemnitee receives that notice.

That Indemnitee will have the right to employ that Indemnitee’s own legal counsel in that Proceeding, but, as clause (3) of the preceding sentence provides, will bear the fees and expenses of that counsel unless:

(1)the Corporation has authorized that Indemnitee in writing to retain that counsel;

(2)the Corporation shall not within a reasonable period of time actually have employed counsel to assume the defense of those Claims; or

(3)that Indemnitee shall have (A) reasonably concluded that a conflict of interest may exist between that Indemnitee and the Corporation as to the defense of one or more of those Claims and (B) communicated that conclusion to the Corporation in writing.

(c)The Corporation will not be obligated hereunder to, or to cause another Corporation Entity to, indemnify any Indemnitee against or hold that Indemnitee harmless from and in respect of any amounts paid, or agreed to be paid, by that Indemnitee in settlement of any Claim against that Indemnitee which that Indemnitee effects without the Corporation’s prior written consent. The Corporation will not settle any Claim against any Indemnitee in any manner that would impose any penalty or limitation on that Indemnitee without that Indemnitee’s prior written consent. Neither the Corporation nor any Indemnitee will unreasonably delay or withhold consent to any such settlement the other party proposes to effect.

Section 5.4. Procedure for Determination of Entitlement to Indemnification.

(a)To obtain indemnification under this Article V, any Indemnitee must submit to the Corporation a written request therefor which specifies the Section or Sections under which that Indemnitee is seeking indemnification and which includes, or is accompanied by, such documentation and information as is reasonably available to that Indemnitee and is reasonably necessary to determine whether and to what extent that Indemnitee is entitled to that indemnification. Any Indemnitee may request indemnification under this Article V at any time and from time to time as that Indemnitee deems appropriate in that Indemnitee’s sole discretion. In the case of any request by any Indemnitee for indemnification under Section 5.1 as to any Claim which is pending or threatened at the time that Indemnitee delivers that request to the Corporation and would not be resolved with finality, whether by judgment, order, settlement or otherwise, on payment of the indemnification requested, the Corporation may defer the determination under Section 5.4(c) of that Indemnitee’s entitlement to that indemnification to a date that is no later than 45 days after the effective date of that final resolution if the Board concludes in good faith that an earlier determination would be materially prejudicial to the Corporation or a Related Enterprise.

(b)On written request by any Indemnitee under Section 5.4(a) for indemnification under Section 5.1, the determination of that Indemnitee’s entitlement to that indemnification will be made:

(1)if that Indemnitee will be a director or officer of the Corporation at the time that determination is made, under Section 5.4(c) in each case; or

(2)if that Indemnitee will not be a director or officer of the Corporation at the time that determination is made, under Section 5.4(c) in any case, if so requested in writing by that Indemnitee or so directed by the Board, or, in the absence of that request and direction, as the Board shall duly authorize or direct.

(c)Each determination of any Indemnitee’s entitlement to indemnification under Section 5.1 to which this Section 5.4(c) applies will be made as follows:

(1)by a majority vote of the Disinterested Directors, even though less than a quorum; or

(2)by a committee of Disinterested Directors a majority vote of the Disinterested Directors may designate, even though less than a quorum; or

(3)if (A) there are no Disinterested Directors or (B) a majority vote of the Disinterested Directors so directs, by an Independent Counsel in a written opinion to the Board, a copy of which the Corporation will deliver to that Indemnitee;

provided, however, that if that Indemnitee has so requested in that Indemnitee’s request for indemnification, an Independent Counsel will make that determination in a written opinion to the Board, a copy of which the Corporation will deliver to Indemnitee.

(d)If it is determined that any Indemnitee is entitled to indemnification under Section 5.1, the Corporation will, or will cause another Corporation Entity to, subject to the provisions of Section 5.4(f):

(1)within 10 days after that determination pay to that Indemnitee all amounts (A) theretofore incurred by or on behalf of that Indemnitee in respect of which that Indemnitee is entitled to that indemnification by reason of that determination and (B) requested from the Corporation in writing by that Indemnitee; and

(2)thereafter on written request by that Indemnitee, pay to that Indemnitee within 10 days after that request such additional amounts theretofore incurred by or on behalf of that Indemnitee in respect of which that Indemnitee is entitled to that indemnification by reason of that determination.

Each Indemnitee must cooperate with the Person or Persons making the determination under Section 5.4(c) with respect to that Indemnitee’s entitlement to indemnification under Section 5.1, including providing to such Person or Persons, on reasonable advance request, any documentation or information that is:

(1)not privileged or otherwise protected from disclosure;

(2)reasonably available to that Indemnitee; and

(3)reasonably necessary to that determination.

(e)If an Independent Counsel is to make a determination under Section 5.4(c) of entitlement of any Indemnitee to indemnification under Section 5.1, the Board will select the Independent Counsel and give written notice to that Indemnitee which names the Person it has selected, whereupon that Indemnitee may, within 10 days after that Indemnitee’s receipt of that notice, deliver to the Secretary a written objection to the selection; provided, however, that any such objection may be asserted only on the ground that the Person selected is not an “Independent Counsel” as Section 5.11 defines that term, and the objection must set forth with particularity the factual basis for that assertion. Absent a proper and timely objection, the person or firm so selected will act as Independent Counsel under Section 5.4(c). If any such written objection is so made and substantiated, the Person selected may not serve as Independent Counsel unless and until the objection is withdrawn or a court of competent jurisdiction has determined that the objection is without merit.

If the Person that will act as Independent Counsel has not been determined within 30 days after any Indemnitee’s submission of the related request for indemnification, either the Corporation or that Indemnitee may petition the Court of Chancery for resolution of any objection that has been made by that Indemnitee to the Board’s selection of Independent Counsel or for the appointment as Independent Counsel of a Person selected by the Court of Chancery or by such other Person as the Court of Chancery designates, and the Person with respect to whom all objections are so resolved or the Person so appointed will act as Independent Counsel under Section 5.4(c).

The Corporation will pay any and all reasonable fees and expenses the Independent Counsel incurs in connection with acting under Section 5.4(c), and the Corporation will pay all

reasonable fees and expenses incident to the procedures this Section 5.4(e) sets forth, regardless of the manner in which the Independent Counsel is selected or appointed.

If any Indemnitee becomes entitled to, and does, initiate any judicial proceeding or arbitration under Section 5.6, the Corporation will terminate its engagement of the Person acting as Independent Counsel, whereupon that Person will be, subject to the applicable standards of professional conduct then prevailing, relieved of any further responsibility in the capacity of Independent Counsel.

(f)The amount of any indemnification against Expenses to which any Indemnitee becomes entitled under any provision of this Article V, including Section 5.1, will be determined subject to the provisions of this Section 5.4(f). Each Indemnitee will have the burden of showing that that Indemnitee actually has incurred the Expenses for which that Indemnitee requests indemnification. If the Corporation or a Corporation Entity has made any advance in respect of any Expense incurred by any Indemnitee without objecting in writing to that Indemnitee at the time of the advance to the reasonableness thereof, the incurrence of that Expense by that Indemnitee will be deemed for all purposes hereof to have been reasonable. In the case of any Expense as to which such an objection has been made, or any Expense for which no advance has been made, the incurrence of that Expense will be presumed to have been reasonable, and the Corporation will have the burden of proof to overcome that presumption.

Section 5.5 Presumptions and Effect of Certain Proceedings.

(a)In making a determination under Section 5.4(c) with respect to entitlement of any Indemnitee to indemnification under Section 5.1, the Person or Persons making that determination must presume that that Indemnitee is entitled to that indemnification if that Indemnitee has submitted a request for indemnification in accordance with Section 5.4(a), and the Corporation will have the burden of proof to overcome that presumption in connection with the making by any Person or Persons of any determination contrary to that presumption.

(b)The termination of any Proceeding or of any Claim therein, by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent, will not, except as this Article V otherwise expressly provides, of itself adversely affect the right of any Indemnitee to indemnification under this Article V or, in the case of any determination under Section 5.4(c) of any Indemnitee’s entitlement to indemnification under Section 5.1, create a presumption that that Indemnitee did not act in good faith and in a manner that Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that that Indemnitee’s conduct was unlawful.

(c)Any service of any Indemnitee as a Functionary of the Corporation or any Related Enterprise which imposes duties on, or involves services by, that Indemnitee with respect to any Related Enterprise that is an employee benefit or welfare plan or related trust, if any, or that plan’s participants or that trust’s beneficiaries, will be deemed for all purposes hereof as service at the request of the Corporation, and any action that Indemnitee takes or omits to take in connection with any such plan or trust will, if taken or omitted in good faith by that Indemnitee and in a manner that Indemnitee reasonably believed to be in the interest of the participants in or beneficiaries of that plan or trust, be deemed to have been taken or omitted in a manner “not opposed to the best interests of the Corporation” for all purposes of this Article V.

(d)For purposes of any determination under this Article V as to whether any Indemnitee has performed services or engaged in conduct on behalf of any Enterprise in good faith, that Indemnitee will be deemed to have acted in good faith if that Indemnitee acted in reliance on the records of the Enterprise or on information, opinions, reports or statements, including financial statements and other financial information, concerning the Enterprise or any other Person which were prepared or supplied to that Indemnitee by:

(1)one or more of the officers or employees of the Enterprise;

(2)appraisers, engineers, investment bankers, legal counsel or other Persons as to matters that Indemnitee reasonably believed were within the professional or expert competence of those Persons; and

(3)any committee of the board of directors or equivalent managing body of the Enterprise of which that Indemnitee is or was, at the relevant time, not a member;

provided, however, that if that Indemnitee has actual knowledge as to any matter that makes any such reliance unwarranted as to that matter, this Section 5.5(d) will not entitle that Indemnitee to any presumption that that Indemnitee acted in good faith respecting that matter.

(e)For purposes of any determination under this Article V as to whether any Indemnitee is entitled to indemnification under Section 5.1, neither the knowledge nor the conduct of any other Functionary of the Corporation or any Related Enterprise shall be imputed to that Indemnitee.

(f)Any Indemnitee will be deemed a party to a Proceeding for all purposes of this Article V if that Indemnitee is named as a defendant or respondent in a complaint or petition for relief in that Proceeding, regardless of whether that Indemnitee ever is served with process or makes an appearance in that Proceeding.

(g)If any Indemnitee serves or served as a Functionary of a Related Enterprise, that service will be deemed to be “at the request of the Corporation” for all purposes of this Article V notwithstanding that the request is not evidenced by a writing or shown to have been made orally. In the event the Corporation were to extend the rights of indemnification and advancement of Expenses under this Article V to any Indemnitee’s serving at the request of the Corporation as a Functionary of any Enterprise other than the Corporation or a Related Enterprise, that Indemnitee must show that the request was made by the Board or at its authorization.

Section 5.6 Remedies of Indemnitee in Certain Cases.

(a) If any Indemnitee makes a written request in compliance with Section 5.4(a) for indemnification under Section 5.1 and either:

(1)no determination as to the entitlement of that Indemnitee to that indemnification is made before the last to occur of (A) the close of business on the date, if any, the Corporation has specified under Section 5.4(a) as the outside date for that determination or (B) the elapse of the 45-day period beginning the day after the date the Corporation receives that request; or

(2)a determination is made under Section 5.4(c) that that Indemnitee is not entitled to that indemnification in whole or in any part in respect of any Claim to which that request related,

that Indemnitee will be entitled to an adjudication from the Court of Chancery of that Indemnitee’s entitlement to that indemnification. Alternatively, that Indemnitee, at that Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the case of any determination under

Section 5.5(d) that is adverse to an Indemnitee, that Indemnitee must commence any such judicial proceeding or arbitration within 180 days following the date on which that Indemnitee first has the right to commence that proceeding under this Section 5.6(a) or that Indemnitee will be bound by that determination for all purposes of this Article V.

(b)If a determination has been made under Section 5.4 that an Indemnitee is not entitled to indemnification under Section 5.1, any judicial proceeding or arbitration commenced by that Indemnitee under this Section 5.6 will be conducted in all respects as a de novo trial or arbitration on the merits, and that Indemnitee will not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced under this Section 5.6, the Corporation will have the burden of proving that the Indemnitee is not entitled to indemnification hereunder, and the Corporation may not, for any purpose, refer to or introduce into evidence any determination under Section 5.4(c) which is adverse to the Indemnitee.

(c)If a determination has been made under Section 5.4 that any Indemnitee is entitled to indemnification under Section 5.1, the Corporation will be bound by that determination in any judicial proceeding or arbitration that Indemnitee thereafter commences under this Section 5.6 or otherwise, absent:

(1)a misstatement by that Indemnitee of a material fact, or an omission by that Indemnitee of a material fact necessary to make that Indemnitee’s statements not materially misleading, in connection with that Indemnitee’s request for indemnification; or

(2)a prohibition of that indemnification under applicable law.

(d)If any Indemnitee, under this Section 5.6 or otherwise, seeks a judicial adjudication of or an award in arbitration to enforce that Indemnitee’s rights under this Article V, that Indemnitee will be entitled to recover from the Corporation, and will be indemnified by the Corporation against, any and all expenses, of the types the definition of Expenses in Section 5.11 describes, reasonably incurred by or on behalf of that Indemnitee in that judicial adjudication or arbitration, but only if that Indemnitee prevails therein. If it is determined in that judicial adjudication or arbitration that that Indemnitee is entitled to receive part of, but not all, the indemnification or advancement of expenses sought, the expenses incurred by that Indemnitee in connection with that judicial adjudication or arbitration will be appropriately prorated between those in respect of which this Article V entitles that Indemnitee to indemnification and those that Indemnitee must bear.

(e)In any judicial proceeding or arbitration under this Section 5.6, the Corporation:

(1)will not, and will not permit any other Person acting on its behalf to, assert that the procedures or presumptions this Article V establishes are not valid, binding and enforceable; and

(2)will stipulate that it is bound by all the provisions of this Article V.

Section 5.7 Non-exclusivity; Equivalence to Contract Rights; Survival of Rights; Insurance; Subrogation.

(a) The rights to indemnification and advancement of Expenses and the remedies this Article V provides are not and will not be deemed exclusive of any other rights or remedies to which any Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, any agreement, a vote of stockholders or Disinterested Directors, or otherwise, but each such right or remedy under this Article V will be cumulative with all such other rights and remedies. The rights

to indemnification and advancement of Expenses this Article V provides shall be considered the equivalent of a contract right that vests upon the occurrence or alleged occurrence of any act or omission that forms the basis for or is related to the claim for which indemnification is sought by an Indemnitee, to the same extent as if the provisions of this Article V were set forth in a separate, written contract between such Indemnitee and the Corporation, and no amendment, modification or repeal of this Article V or any provision hereof will limit or restrict any right of any Indemnitee under this Article V in respect of any action that Indemnitee has taken or omitted in that Indemnitee’s capacity as a Functionary of the Corporation or any Related Enterprise prior to that amendment, modification or repeal. This Article V will not limit or restrict the power or right of the Corporation, to the extent and in the manner applicable law permits, to indemnify and advance expenses to Persons other than Indemnitees when and as authorized by the Board or by other appropriate corporate action.

(b)If the Corporation maintains an insurance policy or policies providing liability insurance for directors or officers of the Corporation, each Indemnitee will be covered by the policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director or officer under the policy or policies. If the Corporation receives written notice from any source of a pending Proceeding to which any Indemnitee is a party and in respect of which that Indemnitee might be entitled to indemnification under Section 5.1 and the Corporation then maintains any such policy of which that Indemnitee is a beneficiary, the Corporation will:

(1)promptly give notice of that Proceeding to the relevant insurers in accordance with the applicable policy procedures; and

(2)thereafter take all action necessary to cause those insurers to pay, on behalf of that Indemnitee, all amounts payable in accordance with the applicable policy terms as a result of that Proceeding;

provided, however, that the Corporation need not comply with the provisions of this sentence if its failure to do so would not actually be prejudicial to that Indemnitee in any material respect.

(c)The Corporation will not be liable under this Article V to make or cause to be made any payment of amounts otherwise indemnifiable under this Article V, or to make or cause to be made any advance this Article V otherwise requires it to make or cause to be made, to or for the account of any Indemnitee, if and to the extent that the Indemnitee has otherwise actually received or had applied for the Indemnitee’s benefit that payment or advance or otherwise obtained the entire benefit therefrom under any insurance policy, any other contract or agreement or otherwise.

(d)If the Corporation makes or causes to be made any payment under this Article V to or for the account of any Indemnitee, it will be subrogated to the extent of that payment to all the rights of recovery of that Indemnitee, who must execute all papers required and take all action necessary to secure those rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce those rights.

(e)The Corporation’s obligation to make or cause to be made any payment or advance under this Article V to or for the account of any Indemnitee with respect to that Indemnitee’s service at the request of the Corporation as a Functionary of any Related Enterprise will be reduced by any amount that Indemnitee has actually received as indemnification or advancement of expenses from that Related Enterprise.

Section 5.8 Benefit of this Article V. The provisions of this Article V will inure to the benefit of each Indemnitee and that Indemnitee’s spouse, heirs, executors and administrators.

Section 5.9 Severability. If any provision or provisions of this Article V is or are invalid, illegal or unenforceable for any reason whatsoever:

(1)the validity, legality and enforceability of the remaining provisions of this Article V, including each portion of any Section containing any such invalid, illegal or unenforceable provision which is not itself invalid, illegal or unenforceable, will not in any way be affected or impaired thereby;

(2)such provision or provisions will be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the Corporation as expressed in this Article V; and

(3)to the fullest extent possible, the provisions of this Article V, including each portion of any Section containing any such invalid, illegal or unenforceable provision which is not itself invalid, illegal or unenforceable, will be construed so as to give effect to the intent manifested thereby.

Section 5.10 Exceptions to Right of Indemnification or Advancement of Expenses. No provision in this Article V will obligate the Corporation to pay or cause to be paid any indemnity to or for the account of any Indemnitee in connection with or as a result of:

(1)any Claim made against that Indemnitee for an accounting of profits, under Section 16(b) of the Exchange Act or similar provision of state statutory or common law, from the purchase and sale, or sale and purchase, by that Indemnitee of securities of the Corporation or any Related Enterprise; or

(2)except for any Claim initiated by that Indemnitee, whether as a cause of action or as a defense to a cause of action under Section 5.6 or otherwise, to enforce or establish, by declaratory judgment or otherwise, that Indemnitee’s rights or remedies under this Article V, any Claim initiated by that Indemnitee without the prior authorization of the Board against the Corporation or any Related Enterprise or any of their respective present or former Functionaries.

Section 5.11 Definitions. For purposes of this Article V:

“Affiliate” has the meaning Exchange Act Rule 12b-2 specifies.

“Claim” means any claim for damages or a declaratory, equitable or other substantive remedy, or any other issue or matter, in any Proceeding.

“Corporation Claim” means, in the case of any Indemnitee, any Claim brought by or in the right of the Corporation or a Related Enterprise against that Indemnitee.

“Corporation Entity” means any Related Enterprise, other than an employee benefit or welfare plan or its related trust, if any.

“Court of Chancery” means the Court of Chancery of the State of Delaware.

“Disinterested Director” means a director of the Corporation who is not and was not a party to the Proceeding, or any Claim therein, in respect of which indemnification is sought by any Indemnitee under this Article V.

“Enterprise” means any business trust, corporation, joint venture, limited liability company, partnership or other entity or enterprise, including any operational division of any entity, or any employee benefit or welfare plan or related trust.

“Expenses” include all attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Should any payments by the Corporation to or for the account of any Indemnitee under this Article V be determined to be subject to any federal, state or local income or excise tax, “Expenses” also will include such amounts as are necessary to place that Indemnitee in the same after-tax position, after giving effect to all applicable taxes, that Indemnitee would have been in had no such tax been determined to apply to those payments.

“Functionary” of any Enterprise means any director, officer, manager, administrator, employee, agent, representative or other functionary of that Enterprise, including, in the case of any employee benefit or welfare plan, any member of any committee administering that plan or any individual to whom the duties of that committee are delegated.

“Indemnitee” means at any time any director, officer, employee or agent of the Corporation or any person that is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, limited liability company, enterprise, non-profit entity or other entity including, without limitation, service with respect to employee benefit plans.

“Independent Counsel” means, in the case of any determination under Section 5.4(c) of the entitlement of any Indemnitee to indemnification under Section 5.1, a law firm, or a member of a law firm, that or who is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent:

(1)the Corporation or any of its Affiliates or that Indemnitee in any matter material to any such Person; or

(2)any other party to the Proceeding giving rise to a claim of that Indemnitee for that indemnification;

notwithstanding the foregoing, the term “Independent Counsel” does not include at any time any Person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or a Related Enterprise or that Indemnitee in an action to determine that Indemnitee’s rights under these By-laws.

“Person” means any natural person, sole proprietorship, corporation, partnership, limited liability company, business trust, unincorporated organization or association, mutual company, joint stock company, joint venture or any other entity of any kind having a separate legal status or any estate, trust, union or employee organization or governmental authority.

“Proceeding” includes:

(1)any threatened, pending or completed action, suit, arbitration, alternate dispute resolution procedure, investigation, inquiry or other threatened, actual or completed proceeding, whether of a civil, criminal, administrative, investigative or private nature and irrespective of the initiator thereof; and

(2)any appeal in any such proceeding.

“Related Enterprise” means at any time any Enterprise:

(1)50% or more of the outstanding capital stock or other ownership interests of which, or the assets of which, the Corporation owns or controls, or previously owned or controlled, directly or indirectly, at that time;

(2)50% or more of the outstanding voting power of the outstanding capital stock or other ownership interests of which the Corporation owns or controls, or previously owned or controlled, directly or indirectly, at that time;

(3)that is, or previously was, an Affiliate of the Corporation which the Corporation controls, or previously controlled, by ownership, contract or otherwise and whether alone or together with another Person, directly or indirectly, at that time; or

(4)if that Enterprise is an employee benefit or welfare plan or related trust, whose participants or beneficiaries are present or former employees of the Corporation or any other Related Enterprise.

Section 5.12 Contribution.If it is established, under Section 5.4(c) or otherwise, that any Indemnitee has the right to be indemnified under Section 5.1 in respect of any Claim, but that right is unenforceable by reason of any applicable law or public policy, then, to the fullest extent applicable law permits, the Corporation, in lieu of indemnifying or causing the indemnification of that Indemnitee under Section 5.1, will contribute or cause to be contributed to the amount that Indemnitee has incurred, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement or for Expenses reasonably incurred, in connection with that Claim, in such proportion as is deemed fair and reasonable in light of all the circumstances of that Claim in order to reflect:

(1)the relative benefits that Indemnitee and the Corporation have received as a result of the event(s) or transaction(s) giving rise to that Claim; or

(2)the relative fault of that Indemnitee and of the Corporation and its other Functionaries in connection with those event(s) or transaction(s).

Section 5.13 Submission to Jurisdiction. Each Indemnitee, by seeking any indemnification or advance of Expenses under this Article V, will be deemed, except with respect to any arbitration that Indemnitee commences under Section 5.6:

(1)to have agreed that any Proceeding arising out of or in connection with this Article V must be brought only in the Court of Chancery and not in any other state or federal court in the United States of America or any court in any other country;

(2)to have consented to submit to the exclusive jurisdiction of the Court of Chancery for purposes of any Proceeding arising out of or in connection with this Article V;

(3)to have waived any objection to the laying of venue of any such Proceeding in the Court of Chancery; and

(4)to have waived, and to have agreed not to plead or to make, any claim that any such Proceeding brought in the Court of Chancery has been brought in an improper or otherwise inconvenient forum. The Corporation shall indemnify and hold harmless to the fullest extent permitted by applicable law any person who was or is made or is threatened to be made a party or is involved in any Proceeding whether civil, criminal, administrative or investigative by reason

of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all expenses, liability, and loss reasonably incurred or suffered by such person. The Corporation shall indemnify any person seeking indemnity in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors.

ARTICLE VI.

Miscellaneous.

Section 6.1 Amendments. The Board of Directors shall have the power to adopt, amend and repeal the By-laws at any regular or special meeting of the Board, provided that notice of intention to adopt, amend or repeal the By-laws in whole or in part shall have been included in the notice of meeting; or, without any such notice, by a vote of two-thirds of the directors then in office.

Stockholders may adopt, amend and repeal the By-laws at any regular or special meeting of the stockholders by an affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote thereon, provided that notice of intention to adopt, amend or repeal the By-laws in whole or in part shall have been included in the notice of the meeting.

Section 6.2Offices. The Corporation’s registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. The Corporation may have such other offices within and without the State of Delaware as have heretofore been established or may hereafter be established by or with the authority of the Board. The Corporation’s administrative office shall be located at 5555 San Felipe Street, Houston, Texas.

Section 6.3 Fiscal Year. The fiscal year of the Corporation will end on December 31.

Section 6.4 Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other Entity in which one or more of its directors or officers are directors or officers (or hold equivalent offices or positions), or have a financial interest, will be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or Committee which authorizes the contract or transaction, or solely because his or her votes are counted for that purpose, if:

(1)the material facts as to the relationship or interest of the director or officer and as to the contract or transaction are disclosed or are known to the Board or the Committee, and the Board or Committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2)the material facts as to the relationship of the director or officer or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of those stockholders; or

(3)the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board, a Committee or the stockholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a Board Committee which authorizes the contract or transaction.

Section 6.5 Form of Records. Any records the Corporation maintains in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept in electronic form, provided that the records so kept can be converted into clearly legible form within a reasonable time.

Section 6.6 Notices; Waiver of Notice. Whenever any notice is required to be given to any stockholder, director or member of any Committee under the provisions of the DGCL, the Certificate of Incorporation or these By-laws, that notice will be deemed to be sufficient if given (a) by telegraphic, facsimile, cable or wireless or electronic transmission or (b) by deposit of the same in the United States mail, with postage paid thereon, addressed to the person entitled thereto at his address as it appears in the records of the Corporation, and that notice will be deemed to have been given on the day of such transmission or mailing, as the case may be.

Whenever any notice is required to be given to any stockholder or director under the provisions of the DGCL, the Certificate of Incorporation or these By-laws, a waiver thereof in writing signed by or by electronic transmission from the person or persons entitled to that notice, whether before or after the time stated therein, will be equivalent to the giving of that notice. Attendance of a person at a meeting will constitute a waiver of notice of that meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, the Board or any Committee need be specified in any waiver of notice in writing or by electronic transmission unless the Certificate of Incorporation or these By-laws so require.

Section 6.7 Resignations. Any director or officer of the Corporation may resign at any time. Any such resignation must be made in writing or by electronic transmission to the Corporation and will take effect at the time specified in that writing or electronic transmission, or, if that resignation does not specify any time, at the time of its receipt by the Chairman or the Secretary. The acceptance of a resignation will not be necessary to make it effective, unless that resignation expressly so provides.

If an incumbent director who is nominated for re-election to the Board does not receive sufficient votes “for” to be elected in accordance with Section 1.7, that incumbent director shall promptly tender his or her resignation to the Board. The Corporate Governance and Nominating Committee of the Board (the “Corporate Governance and Nominating Committee”) shall make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board shall act on the tendered resignation, taking into account the Corporate Governance and Nominating Committee’s recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation within 90 days from the date of the certification of the election results. The Corporate Governance and Nominating Committee in making its recommendation, and the Board in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The director who tenders his or her resignation should not participate in the recommendation of the Corporate Governance and Nominating Committee or the decision of the Board with respect to his or her resignation. If such incumbent director’s resignation is not accepted by the Board, such director shall continue to serve until the next annual meeting of the stockholders of the Corporation

and until his or her successor is duly elected, or his or her earlier resignation or removal. If a director’s resignation is accepted by the Board pursuant to this Section 6.7, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of Article Seventh of the Certificate of Incorporation or may decrease the size of the Board pursuant to the provisions of Section 2.1.

Section 6.8 Forum for Adjudication of Disputes. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, or (d) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the State of Delaware, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 6.8.

Section 6.9 Facsimile Signatures. In addition to the provisions for the use of facsimile signatures these By-laws elsewhere specifically authorize, facsimile signatures of any officer or officers of the Corporation may be used as and whenever the Board by resolution so authorizes.

Section 6.10 Reliance on Books, Reports and Records. Each director and each member of any Committee designated by the Board will, in the performance of his duties, be fully protected in relying in good faith on the books of account or reports made to the Corporation by any of its officers, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board or by any such committee, or in relying in good faith upon other records of the Corporation.

Section 6.11 Certain Definitional Provisions.

(a) In these By-laws:

“Board” or “Board of Directors” means the board of directors of the Corporation.

“Certificate of Incorporation” means at any time the original certificate of incorporation of the Corporation as amended and restated from time to time to that time, including each certificate of designation, if any, respecting any class or series of preferred stock of the Corporation.

“Chairman” or “Chairman of the Board” means the chairman of the Board.

“Committee” means any committee of the Board.

“DGCL” means the General Corporation Law of the State of Delaware.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Lead Director” means the Director elected by the Board, not less than annually, by the affirmative vote of a majority of the non-employee Directors in the event (i) the Chairman and chief executive officer positions are not separate, or (ii) the Chairman is not independent according to the standards for director independence set forth in the Corporation’s Corporate Governance Principles.

“Secretary” means the secretary of the Corporation.

(b)When used in these By-laws, the words “herein,” “hereof” and “hereunder” and words of similar import refer to these By-laws as a whole and not to any provision of these By-laws, and the words “Article” and “Section” refer to Articles and Sections of these By-laws unless otherwise specified.

(c)Whenever the context so requires, the singular number includes the plural and vice versa, and a reference to one gender includes the other gender and the neuter.

(d)The word “including” (and, with correlative meaning, the word “include”) means including, without limiting the generality of any description preceding that word, and the words “shall” and “will” are used interchangeably and have the same meaning.

Section 6.12 Captions. Captions to Articles and Sections of these By-laws are included for convenience of reference only, and these captions do not constitute a part hereof for any other purpose or in any way affect the meaning or construction of any provision hereof.

EX-12.1

Exhibit 12.1

MARATHON OIL CORPORATION

Computation of Ratio of Earnings to Fixed Charges (Unaudited)

	Six Months Ended			Year Ended
	June 30,			December 31,
(In millions)	2016			2015			2014			2013			2012			2011
Income (loss) from continuing operations before income taxes	$	(921	)	$	(2,958	)	$	1,361		$	2,393		$	3,104		$	1,615
Income from equity method investments	51			145			424			423			370			462
Income (loss) from continuing operations before income taxes and income from equity method investments	(972		)	(3,103		)	937			1,970			2,734			1,153
Add (deduct)
Fixed charges	213			382			352			360			338			504
Capitalized interest	(15		)	(26		)	(33		)	(27		)	(68		)	(208		)
Amortization of capitalized interest	2			5			8			21			45			107
Distributed income from equity investees	74			178			454			430			382			499
Earnings as defined	(698		)	(2,564		)	1,718			2,754			3,431			2,055
Net interest expense (including discontinued operations)	182			321			277			297			236			245
Capitalized interest (including discontinued operations)	15			26			33			27			68			208
Interest portion of rental expense (including discontinued operations)	16			35			42			36			34			51
Fixed charges as defined	213			382			352			360			338			504
Ratio of earnings to fixed charges	(3.28		)	(6.71		)	4.88			7.65			10.15			4.08
Amount by which earnings were insufficient to cover fixed charges	$	911		$	2,946		$	—		$	—		$	—		$	—

EX-31.1

Exhibit 31.1 

MARATHON OIL CORPORATION

CERTIFICATION PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Lee M. Tillman, certify that: 

1. I have reviewed this report on Form 10-Q of Marathon Oil Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 4, 2016	/s/ Lee M. Tillman
		Lee M. Tillman
		President and Chief Executive Officer

EX-31.2

Exhibit 31.2 

MARATHON OIL CORPORATION 

CERTIFICATION PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002 

 I, John R. Sult, certify that:

1. I have reviewed this report on Form 10-Q of Marathon Oil Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 4, 2016	/s/ John R. Sult
		John R. Sult
		Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Marathon Oil Corporation (the “Company”) on Form 10-Q for the period ending June 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lee M. Tillman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 4, 2016

/s/ Lee M. Tillman

Lee M. Tillman

President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Marathon Oil Corporation (the “Company”) on Form 10-Q for the period ending June 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John R. Sult, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 4, 2016

/s/ John R. Sult

John R. Sult

Executive Vice President and Chief Financial Officer

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2016	Jul. 29, 2016
Document and Entity Information [Abstract]
Document Type	10-Q
Document Period End Date	Jun. 30, 2016
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2016
Amendment Flag	false
Entity Registrant Name	Marathon Oil Corp
Entity Central Index Key	0000101778
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Well Known Seasoned Issuer	Yes
Entity Common Stock Shares Outstanding		847,258,512

XML

Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Revenues and other income:
Sales and other operating revenues, including related party	$ 870	$ 1,307	$ 1,584	$ 2,587
Marketing revenues	89	183	147	387
Income from equity method investments	37	26	51	62
Net gain (loss) on disposal of assets	294	0	234	1
Other income	12	15	16	26
Total revenues and other income	1,302	1,531	2,032	3,063
Costs and expenses:
Production	350	450	678	894
Marketing, including purchases from related parties	88	182	146	387
Other operating	95	81	204	188
Exploration	189	111	213	201
Depreciation, depletion and amortization	561	751	1,170	1,572
Impairments	0	44	1	44
Taxes other than income	39	78	87	145
General and administrative	132	168	283	339
Total costs and expenses	1,454	1,865	2,782	3,770
Income (loss) from operations	(152)	(334)	(750)	(707)
Net interest and other	(86)	(58)	(171)	(105)
Income (loss) before income taxes	(238)	(392)	(921)	(812)
Provision (benefit) for income taxes	(68)	(6)	(344)	(150)
Net income (loss)	$ (170)	$ (386)	$ (577)	$ (662)
Net income (loss) per share:
Net income (loss), per basic share	$ (0.20)	$ (0.57)	$ (0.73)	$ (0.98)
Net income (loss), per diluted share	(0.20)	(0.57)	(0.73)	(0.98)
Dividends paid, per share	$ 0.05	$ 0.21	$ 0.10	$ 0.42
Weighted average common shares outstanding, basic	848	677	790	676
Weighted average common shares outstanding, diluted	848	677	790	676

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Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (170)	$ (386)	$ (577)	$ (662)
Postretirement and postemployment plans
Change in actuarial loss and other	19	86	(5)	162
Income tax benefit (provision) on postretirement and postemployment plans	(7)	(30)	2	(57)
Postretirement and postemployment plans, net of tax	12	56	(3)	105
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax	(2)	0	(2)	0
Other comprehensive income (loss)	10	56	(5)	105
Comprehensive income (loss)	$ (160)	$ (330)	$ (582)	$ (557)

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Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 2,584	$ 1,221
Receivables, less reserve of $4 and $4	822	912
Inventories	272	313
Other current assets	76	144
Total current assets	3,754	2,590
Equity method investments	944	1,003
Property, plant and equipment, less accumulated depreciation, depletion and amortization of $21,659 and $23,260	25,657	27,061
Goodwill	115	115
Other noncurrent assets	2,057	1,542
Total assets	32,527	32,311
Current liabilities:
Accounts payable	953	1,313
Payroll and benefits payable	114	133
Accrued taxes	85	132
Other current liabilities	229	150
Long-term debt due within one year	1	1
Total current liabilities	1,382	1,729
Long-term debt	7,280	7,276
Deferred tax liabilities	2,392	2,441
Defined benefit postretirement plan obligations	409	403
Asset retirement obligations	1,597	1,601
Deferred credit and other liabilities	314	308
Total liabilities	13,374	13,758
Commitments and contingencies
Stockholders' Equity
Preferred stock - no shares issued or outstanding (no par value, 26 million shares authorized)	0	0
Common stock issued - 937 million and 770 million shares (par value $1 per share, 1.1 billion shares authorized)	937	770
Common stock, securities exchangeable into common stock - no shares issued or outstanding (no par value, 29 million shares authorized)	0	0
Common stock, held in treasury, at cost - 89 million and 93 million shares	(3,397)	(3,554)
Additional paid-in capital	7,433	6,498
Retained earnings	14,320	14,974
Accumulated other comprehensive loss	(140)	(135)
Total stockholders' equity	19,153	18,553
Total liabilities and stockholders' equity	$ 32,527	$ 32,311

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Consolidated Balance Sheets Parentheticals - USD ($) shares in Millions, $ in Millions	Jun. 30, 2016	Dec. 31, 2015
Consolidated Balance Sheets Parenthetical [Abstract]
Allowance for Doubtful Accounts Receivable, Current	$ 4	$ 4
Less accumulated depreciation, depletion and amortization	$ (21,659)	$ (23,260)
Preferred stock, no par value	$ 0	$ 0
Preferred stock shares authorized	26	26
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common stock, par value per share	$ 1	$ 1
Common stock shares authorized	1,100	1,100
Common stock, shares issued	937	770
Common stock, securities exchangeable, no par value	$ 0	$ 0
Common stock, securities exchangeable, shares authorized	29	29
Common stock, securities exchangeable, shares issued	0	0
Common stock, securities exchangeable, shares outstanding	0	0
Common stock, held in treasury, shares	89	93

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Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Operating activities:
Net income (loss)	$ (577)	$ (662)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Deferred income taxes	(392)	(185)
Depreciation, depletion and amortization	1,170	1,572
Impairments	1	44
Net (gain) loss on derivative instruments	88	17
Net cash received (paid) in settlement of derivative instruments	46	4
Pension and other postretirement benefits, net	14	14
Exploratory dry well costs and unproved property impairments	166	148
Net (gain) loss on disposal of assets	(234)	(1)
Equity method investments, net	22	37
Changes in:
Current receivables, changes in	88	534
Inventories, changes in	30	21
Current accounts payable and accrued liabilities, changes in	(211)	(770)
All other operating, net	41	(56)
Net cash provided by operating activities	252	717
Investing activities:
Additions to property, plant and equipment	(753)	(2,320)
Disposal of assets	758	2
Investments - return of capital	37	31
Purchases of short-term investments	0	925
Deposit for acquisition	89	0
All other investing, net	2	(1)
Net cash used in investing activities	(45)	(3,213)
Financing activities:
Borrowings	0	1,996
Debt issuance costs	0	19
Debt repayments	0	34
Common stock issuance	1,236	0
Dividends paid	(77)	(285)
All other financing, net	0	11
Net cash provided by (used in) financing activities	1,159	1,669
Effect of Exchange Rate on Cash and Cash Equivalents, Continuing Operations	(3)	1
Net increase (decrease) in cash and cash equivalents	1,363	(826)
Cash and cash equivalents at beginning of period	1,221	2,398
Cash and cash equivalents at end of period	$ 2,584	$ 1,572

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Basis of Presentation

6 Months Ended

Jun. 30, 2016

Accounting Policies [Abstract]

Basis of Presentation [Text Block]

Basis of Presentation

These consolidated financial statements are unaudited; however, in the opinion of management, these statements reflect all adjustments necessary for a fair statement of the results for the periods reported.  All such adjustments are of a normal recurring nature unless disclosed otherwise.  These consolidated financial statements, including notes, have been prepared in accordance with the applicable rules of the SEC and do not include all of the information and disclosures required by U.S. GAAP for complete financial statements.

A reclassification between operating cash flow categories was made to the prior year's financial information to present it on a basis comparable with the current year's presentation with no impact on net cash provided by operating activities.

These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2015 Annual Report on Form 10-K.  The results of operations for the second quarter and first six months of2016 are not necessarily indicative of the results to be expected for the full year.

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Accounting Standards

6 Months Ended

Jun. 30, 2016

Accounting Standards Disclosure [Abstract]

Accounting Standards [Text Block]

Accounting Standards

Not Yet Adopted

In June 2016, the FASB issued a new accounting standards update that changes the impairment model for trade receivables, net investments in leases, debt securities, loans and certain other instruments. The standard requires the use of a forward-looking "expected loss" model as opposed to the current "incurred loss" model. This standard is effective for us in the first quarter of 2020 and will be adopted on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the adoption period. Early adoption is permitted starting January 2019. We are evaluating the provisions of this accounting standards update and assessing the impact, if any, it may have on our consolidated results of operations, financial position or cash flows.

In March 2016, the FASB issued a new accounting standards update that changes several aspects of accounting for share-based payment transactions, including a requirement to recognize all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This standard is effective for us in the first quarter of 2017 and varying transition methods (modified retrospective, retrospective or prospective) should be applied to different provisions of the standard. Early adoption is permitted. We continue to evaluate the provisions of this accounting standards update but do not believe it will have a material effect on our consolidated results of operations, financial position or cash flows.

In February 2016, the FASB issued a new lease accounting standard, which requires lessees to recognize most leases, including operating leases, on the balance sheet as a right of use asset and lease liability. Short-term leases can continue being accounted for off balance sheet based on a policy election. This standard is effective for us in the first quarter of 2019 and should be applied using a modified retrospective approach at the beginning of the earliest period presented in the financial statements. Early adoption is permitted. We are evaluating the provisions of this accounting standards update and assessing the impact it will have on our consolidated results of operations, financial position or cash flows.

In January 2016, the FASB issued an accounting standards update that addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. This standard is effective for us in the first quarter of 2018. Early adoption is allowed for certain provisions. We do not expect the adoption of this standard to have a significant impact on our consolidated results of operations, financial position or cash flows.

In July 2015, the FASB issued an update that requires an entity to measure inventory at the lower of cost and net realizable value. This excludes inventory measured using LIFO or the retail inventory method. This standard is effective for us in the first quarter of 2017 and will be applied prospectively. Early adoption is permitted. We do not expect the adoption of this standard to have a significant impact on our consolidated results of operations, financial position or cash flows.

In August 2014, the FASB issued an update that requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards.  This standard is effective for us for the annual period ending after December 15, 2016 and for annual periods and interim periods thereafter. Early adoption is permitted. We do not expect the adoption of this standard to have a significant impact on our consolidated results of operations, financial position or cash flows.

In May 2014, the FASB issued an update that supersedes the existing revenue recognition requirements. This standard includes a five-step revenue recognition model to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Among other things, the standard requires enhanced disclosures about revenue, provides guidance for transactions that were not previously addressed comprehensively and improves guidance for multiple-element arrangements. This standard is effective for us in the first quarter of 2018 and should be applied retrospectively to each prior reporting period presented or with the cumulative effect of initially applying the update recognized at the date of initial application. While early adoption is permitted, we plan to adopt in the first quarter of 2018. We continue to evaluate certain provisions of this accounting standards update and are assessing the impact it will have on our consolidated results of operations, financial position or cash flows.

Recently Adopted

In May 2015, the FASB issued an update that removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendment also removes certain disclosure requirements regarding all investments that are eligible to be measured using the net asset value per share practical expedient and only requires certain disclosures on those investments for which an entity elects to use the net asset value per share expedient. This standard is effective for us in the first quarter of 2016 and was applied on a retrospective basis. This standard only modifies disclosure requirements; as such, there was no impact on our consolidated results of operations, financial position or cash flows.

In February 2015, the FASB issued an amendment to the guidance for determining whether an entity is a variable interest entity ("VIE"). The standard does not add or remove any of the five characteristics that determine whether an entity is a VIE. However, it does change the manner in which a reporting entity assesses one of the characteristics. In particular, when decision-making over the entity’s most significant activities has been outsourced, the standard changes how a reporting entity assesses if the equity holders at risk lack decision making rights. This standard is effective for us in the first quarter of 2016. The adoption of this standard did not have a significant impact on our consolidated results of operations, financial position or cash flows.

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Variable Interest Entity

6 Months Ended

Jun. 30, 2016

Variable Interest Entity, Not Primary Beneficiary, Disclosures [Abstract]

Variable Interest Entity [Text Block]

Variable Interest Entity

The owners of the Athabasca Oil Sands Project, in which we hold a 20% undivided interest, contracted with a wholly owned subsidiary of a publicly traded Canadian limited partnership (“Corridor Pipeline”) to provide materials transportation capabilities among the Muskeg River and Jackpine mines, the Scotford upgrader and markets in Edmonton, Alberta, Canada.  Costs under this contract are accrued and recorded on a monthly basis, with current liabilities of $2 million recorded at June 30, 2016 and December 31, 2015.  This contract qualifies as a variable interest contractual arrangement, and the Corridor Pipeline qualifies as a VIE.  We hold a variable interest but are not the primary beneficiary because our shipments are only 20% of the total; therefore, the Corridor Pipeline is not consolidated by us.  Our maximum exposure to loss as a result of our involvement with this VIE is the amount we expect to pay over the contract term, which was $468 million as of June 30, 2016.  The liability on our books related to this contract at any given time will reflect amounts due for the immediately previous month’s activity, which is substantially less than the maximum exposure over the contract term.

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Income per Common Share

6 Months Ended

Jun. 30, 2016

Earnings Per Share [Abstract]

Income (Loss) per Common Share

Loss) per Common Share

Basic income (loss) per share is based on the weighted average number of common shares outstanding.  Diluted income per share assumes exercise of stock options, provided the effect is not antidilutive. The per share calculations below exclude 14 million stock options for the three and six month periods ended June 30, 2016 and 13 million stock options for the three and six month periods ended June 30, 2015 that were antidilutive.

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions, except per share data)	2016			2015			2016			2015
Net income (loss)	$	(170	)	$	(386	)	$	(577	)	$	(662	)
Weighted average common shares outstanding	848			677			790			676
Weighted average common shares, diluted	848			677			790			676
Net income (loss) per share:
Basic	$	(0.20	)	$	(0.57	)	$	(0.73	)	$	(0.98	)
Diluted	$	(0.20	)	$	(0.57	)	$	(0.73	)	$	(0.98	)

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Acquisition (Notes)

6 Months Ended

Jun. 30, 2016

Acquisitions [Abstract]

Business Combination Disclosure [Text Block]

Acquisitions

In June 2016, we executed a purchase agreement to acquire PayRock Energy Holdings, LLC ("PayRock"), a portfolio company of EnCap Investments, which closed on August 1, 2016 for $888 million, subject to closing adjustments. PayRock has approximately 61,000

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Dispositions

6 Months Ended

Jun. 30, 2016

Discontinued Operations and Disposal Groups [Abstract]

Dispositions [Text Block]

Dispositions

2016 - North America E&P Segment

During the quarter, we announced the sale of our Wyoming upstream and midstream assets for proceeds of $870 million, before closing adjustments, of which approximately $690 million was received in the second quarter.  A pre-tax gain of $266 million was recognized in the second quarter 2016.  The remaining asset sales are subject to the receipt of certain tribal consents and are expected to close before year end. These assets are classified as held for sale in the consolidated balance sheet as of June 30, 2016 with total assets of $104 million and total liabilities of $4 million. The proceeds for the remaining asset sales were deposited into an escrow account by the buyer.

In March and April 2016, we entered into separate agreements to sell our 10% working interest in the outside-operated Shenandoah discovery in the Gulf of Mexico, operated natural gas assets in the Piceance basin in Colorado and certain undeveloped acreage in West Texas for a combined total of approximately $80 million in proceeds, before closing adjustments. We closed on certain of the asset sales and recognized a net pre-tax net loss on sale of $48 million for the six months ended June 30, 2016. The remaining asset sales are expected to close by year-end.

2015 - North America E&P Segment

In the third quarter of 2015, we closed on the sale of our East Texas/North Louisiana and Wilburton, Oklahoma natural gas assets for proceeds of approximately $100 million and recorded a pretax loss of $1 million. During the second quarter of 2015, we recorded a non-cash impairment charge of $44 million related to these assets as a result of the anticipated sale (see Note 13).

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Segment Information

6 Months Ended

Jun. 30, 2016

Segment Reporting [Abstract]

Segment Information [Text Block]

Segment Information

  We have three reportable operating segments. Each of these segments is organized and managed based upon both geographic location and the nature of the products and services it offers.

• N.A. E&P – explores for, produces and markets crude oil and condensate, NGLs and natural gas in North America;

• Int'l E&P – explores for, produces and markets crude oil and condensate, NGLs and natural gas outside of North America and produces and markets products manufactured from natural gas, such as LNG and methanol, in E.G.; and

• Oil Sands Mining (“OSM”) – mines, extracts and transports bitumen from oil sands deposits in Alberta, Canada, and upgrades the bitumen to produce and market synthetic crude oil and vacuum gas oil.

Information regarding assets by segment is not presented because it is not reviewed by the chief operating decision maker (“CODM”).  Segment income represents income which excludes certain items not allocated to segments, net of income taxes, attributable to the operating segments. A portion of our corporate and operations support general and administrative costs are not allocated to the operating segments. These unallocated costs primarily consist of employment costs (including pension effects), professional services, facilities and other costs associated with corporate and operations support activities. Additionally, items which affect comparability such as: gains or losses on dispositions, certain impairments, change in tax expense associated with a tax rate change, unrealized gains or losses on commodity derivative instruments, pension settlement losses or other items (as determined by the CODM) are not allocated to operating segments.

	Three Months Ended June 30, 2016
										Not Allocated
(In millions)	N.A. E&P			Int'l E&P			OSM			to Segments				Total
Sales and other operating revenues	$	617		$	159		$	185		$	(91	)	(c)	$	870
Marketing revenues	53			23			13			—				89
Total revenues	670			182			198			(91		)		959
Income from equity method investments	—			37			—			—				37
Net gain on disposal of assets and other income	2			7			1			296			(d)	306
Less:
Production expenses	129			56			165			—				350
Marketing costs	52			23			13			—				88
Exploration expenses	37			4			7			141			(e)	189
Depreciation, depletion and amortization	433			68			49			11				561
Other expenses (a)	97			22			9			99			(f)	227
Taxes other than income	35			—			4			—				39
Net interest and other	—			—			—			86				86
Income tax benefit	(41		)	(2		)	(10		)	(15		)		(68		)
Segment income (loss) / Net income (loss)	$	(70	)	$	55		$	(38	)	$	(117	)		$	(170	)
Capital expenditures (b)	$	153		$	12		$	7		$	5			$	177

^(a)  Includes other operating expenses and general and administrative expenses.

^(b)  Includes accruals.

^(c)  Unrealized loss on commodity derivative instruments.

^(d)  Primarily related to partial sale of Wyoming upstream and midstream assets. (See note 6.)

^(e)  Impairments associated with decision to not drill remaining Gulf of Mexico undeveloped leases.

^(f)  Includes pension settlement loss of $31 million (See note 8).

	Three Months Ended June 30, 2015
									Not Allocated
(In millions)	N.A. E&P			Int'l E&P		OSM			to Segments				Total
Sales and other operating revenues	$	993		$	211	$	147		$	(44	)	(c)	$	1,307
Marketing revenues	110			30		43			—				183
Total revenues	1,103			241		190			(44		)		1,490
Income from equity method investments	—			26		—			—				26
Net gain on disposal of assets and other income	11			4		—			—				15
Less:
Production expenses	179			64		207			—				450
Marketing costs	112			29		41			—				182
Exploration expenses	91			20		—			—				111
Depreciation, depletion and amortization	634			71		35			11				751
Impairments	—			—		—			44			(d)	44
Other expenses (a)	99			19		9			122			(e)	249
Taxes other than income	67			—		5			6				78
Net interest and other	—			—		—			58				58
Income tax provision (benefit)	(23		)	27		(30		)	20			(f)	(6		)
Segment income (loss) / Net income (loss)	$	(45	)	$	41	$	(77	)	$	(305	)		$	(386	)
Capital expenditures (b)	$	551		$	99	$	16		$	12			$	678

^(a)  Includes other operating expenses and general and administrative expenses.

^(b)  Includes accruals.

^(c)  Unrealized loss on commodity derivative instruments.

^(d)  Proved property impairment (See Note 13).

^(e)  Includes pension settlement loss of $64 million (see Note 8).

^(f)  Includes $135 million of deferred tax expense related to Alberta provincial corporate tax rate increase (see Note 9).

	Six Months Ended June 30, 2016
										Not Allocated
(In millions)	N.A. E&P			Int'l E&P			OSM			to Segments				Total
Sales and other operating revenues	$	1,110		$	255		$	333		$	(114	)	(c)	$	1,584
Marketing revenues	84			38			25			—				147
Total revenues	1,194			293			358			(114		)		1,731
Income from equity method investments	—			51			—			—				51
Net gain on disposal of assets and other income	3			13			1			233			(d)	250
Less:
Production expenses	263			109			306			—				678
Marketing costs	84			37			25			—				146
Exploration expenses	55			10			7			141			(e)	213
Depreciation, depletion and amortization	920			118			109			23				1,170
Impairments	1			—			—			—				1
Other expenses (a)	215			38			16			218			(f)	487
Taxes other than income	77			—			9			1				87
Net interest and other	—			—			—			171				171
Income tax benefit	(153		)	(14		)	(27		)	(150		)		(344		)
Segment income (loss) / Net income (loss)	$	(265	)	$	59		$	(86	)	$	(285	)		$	(577	)
Capital expenditures (b)	$	468		$	44		$	16		$	8			$	536

^(a)  Includes other operating expenses and general and administrative expenses.

(b)Includes accruals.

^(c)  Unrealized loss on commodity derivative instruments.

^(d)  Related to net gain on disposal of assets (see Note 6).

^(e)  Impairments associated with decision to not drill remaining Gulf of Mexico undeveloped leases.

^(f)  Includes pension settlement loss of $79 million and severance related expenses associated with workforce reductions of $8 million (see Note 8).

	Six Months Ended June 30, 2015
									Not Allocated
(In millions)	N.A. E&P			Int'l E&P		OSM			to Segments				Total
Sales and other operating revenues	$	1,843		$	393	$	372		$	(21	)	(c)	$	2,587
Marketing revenues	288			56		43			—				387
Total revenues	2,131			449		415			(21		)		2,974
Income from equity method investments	—			62		—			—				62
Net gain on disposal of assets and other income	11			14		1			1				27
Less:
Production expenses	381			131		382			—				894
Marketing costs	292			54		41			—				387
Exploration expenses	126			75		—			—				201
Depreciation, depletion and amortization	1,317			135		97			23				1,572
Impairments	—			—		—			44			(d)	44
Other expenses (a)	216			42		18			251			(e)	527
Taxes other than income	128			—		10			7				145
Net interest and other	—			—		—			105				105
Income tax provision (benefit)	(112		)	24		(36		)	(26		)	(f)	(150		)
Segment income (loss) / Net income (loss)	$	(206	)	$	64	$	(96	)	$	(424	)		$	(662	)
Capital expenditures (b)	$	1,484		$	245	$	37		$	14			$	1,780

^(a)  Includes other operating expenses and general and administrative expenses.

^(b)  Includes accruals.

^(c)  Unrealized loss on commodity derivative instruments.

^(d)  Proved property impairments (See Note 13).

^(e)  Includes pension settlement loss of $81 million and severance related expenses associated with workforce reductions of $43 million (see Note 8).

^(f)  Includes $135 million of deferred tax expense related to Alberta provincial corporate tax rate increase (see Note 9).

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Defined Benefit Postretirement Plans

6 Months Ended

Jun. 30, 2016

Defined Benefit Postretirement Plans Disclosure [Abstract]

Defined Benefit Postretirement Plans [Text Block]

Defined Benefit Postretirement Plans

The following summarizes the components of net periodic benefit cost:

	Three Months Ended June 30,
	Pension Benefits						Other Benefits
(In millions)	2016			2015			2016			2015
Service cost	$	6		$	12		$	1		$	1
Interest cost	10			13			2			2
Expected return on plan assets	(13		)	(17		)	—			—
Amortization:
– prior service cost (credit)	(3		)	(2		)	(1		)	(1		)
– actuarial loss	4			7			—			—
Net settlement loss (a)	31			64			—			—
Net curtailment loss (b)	—			—			—			2
Net periodic benefit cost	$	35		$	77		$	2		$	4

	Six Months Ended June 30,
	Pension Benefits						Other Benefits
(In millions)	2016			2015			2016			2015
Service cost	$	12		$	24		$	2		$	2
Interest cost	21			27			5			5
Expected return on plan assets	(28		)	(36		)	—			—
Amortization:
– prior service cost (credit)	(5		)	(1		)	(2		)	(2		)
– actuarial loss	7			14			—			—
Net settlement loss (a)	79			81			—			—
Net curtailment loss (gain) (b)	—			1			—			(4		)
Net periodic benefit cost	$	86		$	110		$	5		$	1

^(a)  Settlements are recognized as they occur, once it is probable that lump sum payments from a plan for a given year will exceed the plan's total service and interest cost for that year.

^(b)  Related to workforce reductions, which reduced the future expected years of service for employees participating in the plans.

During the first six months of 2016, we recorded the effects of settlements of our U.S. pension plans. As required, we remeasured the plans' assets and liabilities as of the applicable balance sheet dates. The cumulative effects of these events are included in the remeasurement and reflected in both the pension liability and net periodic benefit cost.

During the first six months of 2016, we made contributions of $30 million to our funded pension plans.  We expect to make additional contributions up to an estimated $34 million to our funded pension plans over the remainder of 2016.  During the first six months of 2016, we made payments of $37 million and $10 million related to unfunded pension plans and other postretirement benefit plans, respectively.

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Income Taxes

6 Months Ended

Jun. 30, 2016

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Effective Tax Rate

The effective income tax rate is influenced by a variety of factors including the geographic and functional sources of income and the relative magnitude of these sources of income. The difference between the total provision and the sum of the amounts allocated to segments is reported in the “Not Allocated to Segments” column of the tables in Note 7.

Our effective income tax rates for the first six months of 2016 and 2015 were 37% and 18%.  In Libya, considerable uncertainty remains around the timing of future production and sales levels. Reliable estimates of 2016 and 2015 Libyan annual ordinary income from our operations could not be made, and the range of possible scenarios in the worldwide annual effective tax rate calculation demonstrates significant variability. Thus, the tax benefit applicable to Libyan ordinary loss was recorded as a discrete item in the first six months of 2016 and 2015.  For the first six months of 2016 and 2015, estimated annual effective tax rates were calculated excluding Libya and applied to consolidated ordinary income (loss). Excluding Libya, the effective tax rates would be 36% and 15% for the first six months of 2016 and 2015. The change was driven by a shift in jurisdictional income and tax legislation enacted by the Alberta government on June 29, 2015 to increase the provincial corporate tax rate from 10% to 12%.  As a result of this legislation, we recorded additional non-cash deferred tax expense of $135 million in the second quarter of 2015.  

Deferred Tax Assets

In connection with our assessment of the realizability of our deferred tax assets, we consider whether it is more likely than not that some portion or all of our deferred tax assets will not be realized.  In the event it is more likely than not that some portion or all of our deferred taxes will not be realized, such assets are reduced by a valuation allowance. Future increases to our valuation allowance are possible if our estimates and assumptions (particularly as they relate to our long-term commodity price forecast) are revised such that they reduce estimates of future taxable income during the carryforward period.

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Short-Term Investments (Notes)

6 Months Ended

Jun. 30, 2016

Short-term Investments [Abstract]

Investment [Text Block]

Short-term Investments

As of June 30, 2015, we held short-term investments comprised of bank time deposits with original maturities of greater than three months and remaining maturities of less than twelve months. These short-term investments, which were classified as held-to-maturity investments and recorded at amortized cost, matured in the third quarter of 2015.

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Inventories

6 Months Ended

Jun. 30, 2016

Inventory Disclosure [Abstract]

Inventories [Text Block]

Inventories

 Liquid hydrocarbons, natural gas and bitumen are recorded at weighted average cost and carried at the lower of cost or market value. Supplies and other items consist principally of tubular goods and equipment which are valued at weighted average cost and reviewed periodically for obsolescence or impairment when market conditions indicate.

	June 30,		December 31,
(In millions)	2016		2015
Liquid hydrocarbons, natural gas and bitumen	$	31	$	35
Supplies and other items	241		278
Inventories, at cost	$	272	$	313

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Property, Plant and Equipment

6 Months Ended

Jun. 30, 2016

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Text Block]

 Property, Plant and Equipment, net of Accumulated Depreciation, Depletion and Amortization

	June 30,		December 31,
(In millions)	2016		2015
North America E&P	$	13,965	$	15,226
International E&P	2,479		2,533
Oil Sands Mining	9,101		9,197
Corporate	112		105
Net property, plant and equipment	$	25,657	$	27,061

Our Libya operations continue to be impacted by civil unrest. Operations were interrupted in mid-2013 as a result of the shutdown of the Es-Sider crude oil terminal, and although temporarily re-opened during the second half of 2014, production remains shut-in. Earlier this year, an Internationally-backed Unity Government was established in Tripoli. During the second quarter, the two National Oil Companies agreed to unify and reportedly have begun preliminary discussions on re-opening the Es-Sider and other crude oil terminals which, if successful, will allow resumption of production operations at our Waha concessions. However, considerable uncertainty remains around the timing of future production and sales levels.

As of June 30, 2016, our net property, plant and equipment investment in Libya is $775 million, and total proved reserves (unaudited) in Libya as of December 31, 2015 are 235 million barrels of oil equivalent ("mmboe"). We and our partners in the Waha concessions continue to assess the situation and the condition of our assets in Libya. Our periodic assessment of the carrying value of our net property, plant and equipment in Libya specifically considers the net investment in the assets, the duration of our concessions and the reserves anticipated to be recoverable in future periods. The undiscounted cash flows related to our Libya assets continue to exceed the carrying value of $775 million by a material amount. However, changes in management's forecast assumptions may cause us to reassess our assets in Libya for impairment, and could result in non-cash impairment charges in the future.

Exploratory well costs capitalized greater than one year after completion of drilling were $118 million and $85 million as of June 30, 2016 and December 31, 2015. The $33 million increase primarily relates to the Alba Block Sub Area B offshore Equatorial Guinea where the Rodo well reached total depth in the first quarter of 2015. We have since completed a seismic feasibility study and continue to finalize next steps in the Alba Block Sub Area B exploration program.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2016

Fair Value Disclosures [Abstract]

Fair Value Measurements [Text Block]

Fair Value Measurements

Fair Values - Recurring

The following tables present assets and liabilities accounted for at fair value on a recurring basis as of June 30, 2016 and December 31, 2015 by fair value hierarchy level.

	June 30, 2016
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Commodity (a)	$	—	$	6	$	—	$	6
Interest rate	—		12		—		12
Derivative instruments, assets	$	—	$	18	$	—	$	18
Derivative instruments, liabilities
Commodity (a)	$	—	$	70	$	—	$	70
Derivative instruments, liabilities	$	—	$	70	$	—	$	70

^(a) Derivative instruments are recorded on a net basis in the company's balance sheet (see Note 14).

	December 31, 2015
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Commodity (a)	$	—	$	51	$	—	$	51
Interest rate	—		8		—		8
Derivative instruments, assets	$	—	$	59	$	—	$	59
Derivative instruments, liabilities
Commodity (a)	$	—	$	1	$	—	$	1
Derivative instruments, liabilities	$	—	$	1	$	—	$	1

^(a) Derivative instruments are recorded on a net basis in the company's balance sheet (see Note 14).

Commodity derivatives include three-way collars, two-way collars, call options and swaptions. These instruments are measured at fair value using either the Black-Scholes Model or the Black Model. Inputs to both models include commodity prices, interest rates, and implied volatility. The inputs to these models are categorized as Level 2 because predominantly all assumptions and inputs are observable in active markets throughout the term of the instruments.

Interest rate swaps are measured at fair value with a market approach using actionable broker quotes, which are Level 2 inputs. See Note 14 for additional discussion of the types of derivative instruments we use.

Fair Values – Goodwill

Unlike long-lived assets, goodwill must be tested for impairment at least annually, or between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Goodwill is tested for impairment at the reporting unit level. We estimate the fair value of our International E&P reporting unit using a combination of market and income approaches. The market approach referenced observable inputs specific to us and our industry, such as the price of our common equity, our enterprise value, and valuation multiples of us and our peers from the investor analyst community. The income approach utilized discounted cash flows, which were based on forecasted assumptions. Key assumptions to the income approach include future liquid hydrocarbon and natural gas pricing, estimated quantities of liquid hydrocarbons and natural gas proved and probable reserves, estimated timing of production, discount rates, future capital requirements and operating expenses and tax rates. The assumptions used in the income approach are consistent with those that management uses to make business decisions. These valuations methodologies represent Level 3 fair value measurements. We performed our annual impairment test in April 2016 and concluded no impairment was required. While the fair value of our International E&P reporting unit exceeded the book value, subsequent commodity price and/or common stock declines may cause us to reassess our goodwill for impairment, and could result in non-cash impairment charges in the future.

Fair Values- Nonrecurring

The following table shows the values of assets, by major category, measured at fair value on a nonrecurring basis in periods subsequent to their initial recognition.

	Three Months Ended June 30,
	2016				2015
(In millions)	Fair Value		Impairment		Fair Value		Impairment
Long-lived assets held for use	$	—	$	—	$	17	$	44

	Six Months Ended June 30,
	2016				2015
(In millions)	Fair Value		Impairment		Fair Value		Impairment
Long-lived assets held for use	$	—	$	1	$	17	$	44

Long-lived assets held for use that were impaired are discussed below. The fair values of each were measured using an income approach based upon internal estimates of future production levels, prices and discount rate, all of which are Level 3 inputs. Inputs to the fair value measurement include reserve and production estimates made by our reservoir engineers, estimated future commodity prices adjusted for quality and location differentials and forecasted operating expenses for the remaining estimated life of the reservoir.

During the second quarter of 2015, we recorded a non-cash impairment charge of $44 million related to East Texas, North Louisiana and Wilburton, Oklahoma natural gas assets as a result of the anticipated sale (See Note 6). The fair values were measured using a probability weighted income approach based on both the anticipated sales price and a held-for-use model.

Fair Values – Financial Instruments

Our current assets and liabilities include financial instruments, the most significant of which are receivables, long-term debt and payables. We believe the carrying values of our receivables and payables approximate fair value. Our fair value assessment incorporates a variety of considerations, including (1) the short-term duration of the instruments, (2) our credit rating, and (3) our historical incurrence of and expected future insignificant bad debt expense, which includes an evaluation of counterparty credit risk.

The following table summarizes financial instruments, excluding receivables, payables and derivative financial instruments, and their reported fair values by individual balance sheet line item at June 30, 2016 and December 31, 2015.

	June 30, 2016				December 31, 2015
	Fair		Carrying		Fair		Carrying
(In millions)	Value		Amount		Value		Amount
Financial assets
Other noncurrent assets	$	198	$	206	$	104	$	118
Total financial assets	$	198	$	206	$	104	$	118
Financial liabilities
Other current liabilities	$	25	$	24	$	34	$	33
Long-term debt, including current portion (a)	7,186		7,291		6,723		7,291
Deferred credits and other liabilities	121		117		97		95
Total financial liabilities	$	7,332	$	7,432	$	6,854	$	7,419

^(a)    Excludes capital leases, debt issuance costs and interest rate swap adjustments.

Fair values of our financial assets included in other noncurrent assets, and of our financial liabilities included in other current liabilities and deferred credits and other liabilities, are measured using an income approach and most inputs are internally generated, which results in a Level 3 classification. Estimated future cash flows are discounted using a rate deemed appropriate to obtain the fair value.

Most of our long-term debt instruments are publicly-traded. A market approach, based upon quotes from major financial institutions, which are Level 2 inputs, is used to measure the fair value of such debt. The fair value of our debt that is not publicly-traded is measured using an income approach. The future debt service payments are discounted using the rate at which we currently expect to borrow. All inputs to this calculation are Level 3.

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Derivatives

6 Months Ended

Jun. 30, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives [Text Block]

Derivatives

For further information regarding the fair value measurement of derivative instruments, see Note 13. All of our interest rate and commodity derivatives are subject to enforceable master netting arrangements or similar agreements under which we may report net amounts. The following tables present the gross fair values of derivative instruments and the reported net amounts where they appear on the consolidated balance sheets.

	June 30, 2016
(In millions)	Asset		Liability		Net Asset		Balance Sheet Location
Fair Value Hedges
Interest rate	$	12	$	—	$	12	Other noncurrent assets
Total Designated Hedges	$	12	$	—	$	12
	June 30, 2016
(In millions)	Asset		Liability		Net Liability		Balance Sheet Location
Not Designated as Hedges
Commodity	$	6	$	39	$	33	Other current liabilities
Commodity	—		31		31		Deferred credits and other liabilities
Total Not Designated as Hedges	$	6	$	70	$	64

	December 31, 2015
(In millions)	Asset		Liability		Net Asset		Balance Sheet Location
Fair Value Hedges
Interest rate	$	8	$	—	$	8	Other noncurrent assets
Not Designated as Hedges
Commodity	$	51	$	1	$	50	Other current assets

Derivatives Designated as Fair Value Hedges

The following table presents, by maturity date, information about our interest rate swap agreements, including the weighted average, London Interbank Offer Rate (“LIBOR”)-based, floating rate.

	June 30, 2016				December 31, 2015
	Aggregate Notional Amount		Weighted Average, LIBOR-Based,		Aggregate Notional Amount		Weighted Average, LIBOR-Based,
Maturity Dates	(in millions)		Floating Rate		(in millions)		Floating Rate
October 1, 2017	$	600	4.94	%	$	600	4.73	%
March 15, 2018	$	300	4.77	%	$	300	4.66	%

The pretax effects of derivative instruments designated as hedges of fair value in our consolidated statements of income are summarized in the table below. There is no ineffectiveness related to fair value hedges.

		Gain (Loss)
		Three Months Ended June 30,					Six Months Ended June 30,
(In millions)	Income Statement Location	2016		2015			2016			2015
Derivative
Interest rate	Net interest and other	$	—	$	(2	)	$	4		$	3
Hedged Item
Long-term debt	Net interest and other	$	—	$	2		$	(4	)	$	(3	)

Derivatives not Designated as Hedges

We have entered into multiple crude oil and natural gas derivatives indexed to NYMEX WTI and Henry Hub related to a portion of our forecasted North America E&P sales through December 2017. These commodity derivatives consist of three-way collars, two-way collars, call options and swaptions. Three-way collars consist of a sold call (ceiling), a purchased put (floor) and a sold put. The ceiling price is the maximum we will receive for the contract volumes, the floor is the minimum price we will receive, unless the market price falls below the sold put strike price. In this case, we receive the NYMEX WTI/Henry Hub price plus the difference between the floor and the sold put price. These commodity derivatives were not designated as hedges. The following table sets forth outstanding derivative contracts as of June 30, 2016 and the weighted average prices for those contracts:

Crude Oil
			Year Ending December 31,
	Third Quarter	Fourth Quarter	2017
Three-Way Collars
Volume (Bbls/day)	47,000	47,000	—
Price per Bbl:
Ceiling	$55.37	$55.37	—
Floor	$50.23	$50.23	—
Sold put	$40.96	$40.96	—
Sold call options (a)
Volume (Bbls/day)	10,000	10,000	35,000
Price per Bbl	$72.39	$72.39	$61.91
Two-way Collars
Volume (Bbls/day)	10,000	10,000	—
Price per Bbl:			—
Ceiling	$50.00	$50.00
Floor	$41.55	$41.55

^(a)  Call options settle monthly.

Natural Gas
			Year Ending December 31,
	Third Quarter	Fourth Quarter	2017
Three-Way Collars (a)
Volume (MMBtu/day)	20,000	20,000	40,000
Price per MMBtu
Ceiling	$2.93	$2.93	$3.28
Floor	$2.50	$2.50	$2.75
Sold put	$2.00	$2.00	$2.25

^(a)  On our 2016 collars, the counterparty has the option to execute fixed-price swaps (swaptions) at a weighted average price of $2.93 per MMBtu indexed to NYMEX Henry Hub, which is exercisable on December 22, 2016. If counterparty exercises, the term of the fixed-price swaps would be for the calendar year 2017 and, if all such options are exercised, 20,000 MMBtu per day.

The mark-to-market impact of these commodity derivative instruments appears in sales and other operating revenues in our consolidated statements of income for the three and six month periods ended June 30, 2016 was a net loss of $88 million and $90 million compared to a net loss of $43 million and $17 million for the same respective periods in 2015. Net cash received from settlements of commodity derivative instruments for the three and six month periods ended June 30, 2016 was $14 million and $46 million compared to $4 million for both of the respective periods in 2015.

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Incentive Based Compensation

6 Months Ended

Jun. 30, 2016

Incentive Based Compensation Plans [Abstract]

Incentive Based Compensation [Text Block]

Incentive Based Compensation

Stock options, restricted stock awards and restricted stock units

The following table presents a summary of activity for the first six months of 2016: 

	Stock Options					Restricted Stock Awards & Units
	Number of Shares			Weighted Average Exercise Price		Awards		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2015	12,665,419				$29.97	4,017,344			$30.76
Granted	1,680,000		(a)		$7.22	5,233,984			$7.91
Options Exercised/Stock Vested	—			—		(1,148,953	)		$32.29
Canceled	(973,295	)			$25.76	(557,051	)		$23.20
Outstanding at June 30, 2016	13,372,124				$27.42	7,545,324			$15.23

^(a)    The weighted average grant date fair value of stock option awards granted was $1.97 per share.

Stock-based performance unit awards

 During the first six months of 2016, we granted 1,205,517 stock-based performance units to certain officers. The grant date fair value per unit was $3.72.

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Debt (Notes)

6 Months Ended

Jun. 30, 2016

Debt Disclosure [Abstract]

Debt

Debt

Revolving Credit Facility

As of June 30, 2016, we had no borrowings against our revolving credit facility (the "Credit Facility"), as described below.

In March 2016, we increased our $3.0 billion unsecured Credit Facility by $300 million to a total of $3.3 billion. 

The Credit Facility includes a covenant requiring that our ratio of total debt to total capitalization not exceed 65% as of the last day of each fiscal quarter. If an event of default occurs, the lenders holding more than half of the commitments may terminate the commitments under the Credit Facility and require the immediate repayment of all outstanding borrowings and the cash collateralization of all outstanding letters of credit under the Credit Facility. As of June 30, 2016, we were in compliance with this covenant with a debt-to-capitalization ratio of 28%.

Debt Issuance

In the second quarter of 2015, we issued $2 billion aggregate principal amount of unsecured senior notes and used the aggregate net proceeds to repay our $1 billion0.90% senior notes November 1, 2015, and for general corporate purposes.

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Reclassifications out of Accumulated Other Comprehensive Income

6 Months Ended

Jun. 30, 2016

Reclassifications out of AccumulatedOtherComprehensiveIncome [Abstract]

Reclassifications Out of Accumulated Other Comprehensive Loss

Reclassifications Out of Accumulated Other Comprehensive Loss

The following table presents a summary of amounts reclassified from accumulated other comprehensive loss:

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2016			2015			2016			2015			Income Statement Line
Postretirement and postemployment plans
Amortization of actuarial loss	$	(4	)	$	(7	)	$	(7	)	$	(14	)	General and administrative
Net settlement loss	(31		)	(64		)	(79		)	(81		)	General and administrative
Net curtailment gain (loss)	—			(2		)	—			3			General and administrative
	(35		)	(73		)	(86		)	(92		)	Income (loss) from operations
	13			25			29			32			Provision (benefit) for income taxes
Total reclassifications to expense	$	(22	)	$	(48	)	$	(57	)	$	(60	)	Net income (loss)

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Stockholders' Equity (Notes)

6 Months Ended

Jun. 30, 2016

Stockholders' Equity Attributable to Parent [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Stockholder's Equity

In March 2016, we issued 166,750,000 shares of our common stock, par value $1 per share, at a price of $7.65 per share, excluding underwriting discounts and commissions, for net proceeds of $1,236 million. The proceeds were used to strengthen our balance sheet and for general corporate purposes, including funding a portion of our Capital Program.

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Supplemental Cash Flow Information

6 Months Ended

Jun. 30, 2016

Supplemental Cash Flow Information [Abstract]

Supplemental Cash Flow Information [Text Block]

Supplemental Cash Flow Information

	Six Months Ended June 30,
(In millions)	2016			2015
Net cash (used in) operating activities:
Interest paid (net of amounts capitalized)	$	(177	)	$	(143	)
Income taxes paid to taxing authorities	(61		)	(165		)
Noncash investing activities:
Asset retirement cost increase	$	2		$	6
Asset retirement obligations assumed by buyer	83			—

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

We are a defendant in a number of legal and administrative proceedings arising in the ordinary course of business, including, but not limited to, royalty claims, contract claims, tax disputes and environmental claims. While the ultimate outcome and impact to us cannot be predicted with certainty, we believe the resolution of these proceedings will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.  

We have incurred and will continue to incur capital, operating and maintenance, and remediation expenditures as a result of environmental laws and regulations.  If these expenditures, as with all costs, are not ultimately reflected in the prices of our products and services, our operating results will be adversely affected.  We believe that substantially all of our competitors must comply with similar environmental laws and regulations.  However, the specific impact on each competitor may vary depending on a number of factors, including the age and location of its operating facilities, marketing areas and production processes.

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Subsequent Events (Notes)

6 Months Ended

Jun. 30, 2016

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Subsequent Event

During the third quarter 2016, we executed an agreement to terminate our Gulf of Mexico deepwater drilling rig contract. As a result, we expect to recognize a termination payment of $113 million in other operating expense in that quarter.

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Basis of Presentation Accounting Policy (Policies)

6 Months Ended

Jun. 30, 2016

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

These consolidated financial statements are unaudited; however, in the opinion of management, these statements reflect all adjustments necessary for a fair statement of the results for the periods reported.  All such adjustments are of a normal recurring nature unless disclosed otherwise.  These consolidated financial statements, including notes, have been prepared in accordance with the applicable rules of the SEC and do not include all of the information and disclosures required by U.S. GAAP for complete financial statements.

A reclassification between operating cash flow categories was made to the prior year's financial information to present it on a basis comparable with the current year's presentation with no impact on net cash provided by operating activities.

These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2015 Annual Report on Form 10-K.  The results of operations for the second quarter and first six months of2016 are not necessarily indicative of the results to be expected for the full year.

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Income per Common Share (Tables)

6 Months Ended

Jun. 30, 2016

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The per share calculations below exclude 14 million stock options for the three and six month periods ended June 30, 2016 and 13 million stock options for the three and six month periods ended June 30, 2015 that were antidilutive.

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions, except per share data)	2016			2015			2016			2015
Net income (loss)	$	(170	)	$	(386	)	$	(577	)	$	(662	)
Weighted average common shares outstanding	848			677			790			676
Weighted average common shares, diluted	848			677			790			676
Net income (loss) per share:
Basic	$	(0.20	)	$	(0.57	)	$	(0.73	)	$	(0.98	)
Diluted	$	(0.20	)	$	(0.57	)	$	(0.73	)	$	(0.98	)

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2016

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	Three Months Ended June 30, 2016
										Not Allocated
(In millions)	N.A. E&P			Int'l E&P			OSM			to Segments				Total
Sales and other operating revenues	$	617		$	159		$	185		$	(91	)	(c)	$	870
Marketing revenues	53			23			13			—				89
Total revenues	670			182			198			(91		)		959
Income from equity method investments	—			37			—			—				37
Net gain on disposal of assets and other income	2			7			1			296			(d)	306
Less:
Production expenses	129			56			165			—				350
Marketing costs	52			23			13			—				88
Exploration expenses	37			4			7			141			(e)	189
Depreciation, depletion and amortization	433			68			49			11				561
Other expenses (a)	97			22			9			99			(f)	227
Taxes other than income	35			—			4			—				39
Net interest and other	—			—			—			86				86
Income tax benefit	(41		)	(2		)	(10		)	(15		)		(68		)
Segment income (loss) / Net income (loss)	$	(70	)	$	55		$	(38	)	$	(117	)		$	(170	)
Capital expenditures (b)	$	153		$	12		$	7		$	5			$	177

^(a)  Includes other operating expenses and general and administrative expenses.

^(b)  Includes accruals.

^(c)  Unrealized loss on commodity derivative instruments.

^(d)  Primarily related to partial sale of Wyoming upstream and midstream assets. (See note 6.)

^(e)  Impairments associated with decision to not drill remaining Gulf of Mexico undeveloped leases.

^(f)  Includes pension settlement loss of $31 million (See note 8).

	Three Months Ended June 30, 2015
									Not Allocated
(In millions)	N.A. E&P			Int'l E&P		OSM			to Segments				Total
Sales and other operating revenues	$	993		$	211	$	147		$	(44	)	(c)	$	1,307
Marketing revenues	110			30		43			—				183
Total revenues	1,103			241		190			(44		)		1,490
Income from equity method investments	—			26		—			—				26
Net gain on disposal of assets and other income	11			4		—			—				15
Less:
Production expenses	179			64		207			—				450
Marketing costs	112			29		41			—				182
Exploration expenses	91			20		—			—				111
Depreciation, depletion and amortization	634			71		35			11				751
Impairments	—			—		—			44			(d)	44
Other expenses (a)	99			19		9			122			(e)	249
Taxes other than income	67			—		5			6				78
Net interest and other	—			—		—			58				58
Income tax provision (benefit)	(23		)	27		(30		)	20			(f)	(6		)
Segment income (loss) / Net income (loss)	$	(45	)	$	41	$	(77	)	$	(305	)		$	(386	)
Capital expenditures (b)	$	551		$	99	$	16		$	12			$	678

^(a)  Includes other operating expenses and general and administrative expenses.

^(b)  Includes accruals.

^(c)  Unrealized loss on commodity derivative instruments.

^(d)  Proved property impairment (See Note 13).

^(e)  Includes pension settlement loss of $64 million (see Note 8).

^(f)  Includes $135 million of deferred tax expense related to Alberta provincial corporate tax rate increase (see Note 9).

	Six Months Ended June 30, 2016
										Not Allocated
(In millions)	N.A. E&P			Int'l E&P			OSM			to Segments				Total
Sales and other operating revenues	$	1,110		$	255		$	333		$	(114	)	(c)	$	1,584
Marketing revenues	84			38			25			—				147
Total revenues	1,194			293			358			(114		)		1,731
Income from equity method investments	—			51			—			—				51
Net gain on disposal of assets and other income	3			13			1			233			(d)	250
Less:
Production expenses	263			109			306			—				678
Marketing costs	84			37			25			—				146
Exploration expenses	55			10			7			141			(e)	213
Depreciation, depletion and amortization	920			118			109			23				1,170
Impairments	1			—			—			—				1
Other expenses (a)	215			38			16			218			(f)	487
Taxes other than income	77			—			9			1				87
Net interest and other	—			—			—			171				171
Income tax benefit	(153		)	(14		)	(27		)	(150		)		(344		)
Segment income (loss) / Net income (loss)	$	(265	)	$	59		$	(86	)	$	(285	)		$	(577	)
Capital expenditures (b)	$	468		$	44		$	16		$	8			$	536

^(a)  Includes other operating expenses and general and administrative expenses.

(b)Includes accruals.

^(c)  Unrealized loss on commodity derivative instruments.

^(d)  Related to net gain on disposal of assets (see Note 6).

^(e)  Impairments associated with decision to not drill remaining Gulf of Mexico undeveloped leases.

^(f)  Includes pension settlement loss of $79 million and severance related expenses associated with workforce reductions of $8 million (see Note 8).

	Six Months Ended June 30, 2015
									Not Allocated
(In millions)	N.A. E&P			Int'l E&P		OSM			to Segments				Total
Sales and other operating revenues	$	1,843		$	393	$	372		$	(21	)	(c)	$	2,587
Marketing revenues	288			56		43			—				387
Total revenues	2,131			449		415			(21		)		2,974
Income from equity method investments	—			62		—			—				62
Net gain on disposal of assets and other income	11			14		1			1				27
Less:
Production expenses	381			131		382			—				894
Marketing costs	292			54		41			—				387
Exploration expenses	126			75		—			—				201
Depreciation, depletion and amortization	1,317			135		97			23				1,572
Impairments	—			—		—			44			(d)	44
Other expenses (a)	216			42		18			251			(e)	527
Taxes other than income	128			—		10			7				145
Net interest and other	—			—		—			105				105
Income tax provision (benefit)	(112		)	24		(36		)	(26		)	(f)	(150		)
Segment income (loss) / Net income (loss)	$	(206	)	$	64	$	(96	)	$	(424	)		$	(662	)
Capital expenditures (b)	$	1,484		$	245	$	37		$	14			$	1,780

^(a)  Includes other operating expenses and general and administrative expenses.

^(b)  Includes accruals.

^(c)  Unrealized loss on commodity derivative instruments.

^(d)  Proved property impairments (See Note 13).

^(e)  Includes pension settlement loss of $81 million and severance related expenses associated with workforce reductions of $43 million (see Note 8).

^(f)  Includes $135 million of deferred tax expense related to Alberta provincial corporate tax rate increase (see Note 9).

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Defined Benefit Postretirement Plans (Tables)

6 Months Ended

Jun. 30, 2016

Defined Benefit Postretirement Plans Disclosure [Abstract]

Schedule of Defined Benefit Plans Disclosures [Table Text Block]

The following summarizes the components of net periodic benefit cost:

	Three Months Ended June 30,
	Pension Benefits						Other Benefits
(In millions)	2016			2015			2016			2015
Service cost	$	6		$	12		$	1		$	1
Interest cost	10			13			2			2
Expected return on plan assets	(13		)	(17		)	—			—
Amortization:
– prior service cost (credit)	(3		)	(2		)	(1		)	(1		)
– actuarial loss	4			7			—			—
Net settlement loss (a)	31			64			—			—
Net curtailment loss (b)	—			—			—			2
Net periodic benefit cost	$	35		$	77		$	2		$	4

	Six Months Ended June 30,
	Pension Benefits						Other Benefits
(In millions)	2016			2015			2016			2015
Service cost	$	12		$	24		$	2		$	2
Interest cost	21			27			5			5
Expected return on plan assets	(28		)	(36		)	—			—
Amortization:
– prior service cost (credit)	(5		)	(1		)	(2		)	(2		)
– actuarial loss	7			14			—			—
Net settlement loss (a)	79			81			—			—
Net curtailment loss (gain) (b)	—			1			—			(4		)
Net periodic benefit cost	$	86		$	110		$	5		$	1

^(a)  Settlements are recognized as they occur, once it is probable that lump sum payments from a plan for a given year will exceed the plan's total service and interest cost for that year.

^(b)  Related to workforce reductions, which reduced the future expected years of service for employees participating in the plans

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Inventories (Tables)

6 Months Ended

Jun. 30, 2016

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

	June 30,		December 31,
(In millions)	2016		2015
Liquid hydrocarbons, natural gas and bitumen	$	31	$	35
Supplies and other items	241		278
Inventories, at cost	$	272	$	313

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Property, Plant and Equipment (Tables)

6 Months Ended

Jun. 30, 2016

Property, Plant and Equipment [Abstract]

Schedule Of Property Plant And Equipment [Table Text Block]

	June 30,		December 31,
(In millions)	2016		2015
North America E&P	$	13,965	$	15,226
International E&P	2,479		2,533
Oil Sands Mining	9,101		9,197
Corporate	112		105
Net property, plant and equipment	$	25,657	$	27,061

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2016

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

The following tables present assets and liabilities accounted for at fair value on a recurring basis as of June 30, 2016 and December 31, 2015 by fair value hierarchy level.

	June 30, 2016
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Commodity (a)	$	—	$	6	$	—	$	6
Interest rate	—		12		—		12
Derivative instruments, assets	$	—	$	18	$	—	$	18
Derivative instruments, liabilities
Commodity (a)	$	—	$	70	$	—	$	70
Derivative instruments, liabilities	$	—	$	70	$	—	$	70

^(a) Derivative instruments are recorded on a net basis in the company's balance sheet (see Note 14).

	December 31, 2015
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Commodity (a)	$	—	$	51	$	—	$	51
Interest rate	—		8		—		8
Derivative instruments, assets	$	—	$	59	$	—	$	59
Derivative instruments, liabilities
Commodity (a)	$	—	$	1	$	—	$	1
Derivative instruments, liabilities	$	—	$	1	$	—	$	1

Fair Value Measurements, Nonrecurring [Table Text Block]

The following table shows the values of assets, by major category, measured at fair value on a nonrecurring basis in periods subsequent to their initial recognition.

	Three Months Ended June 30,
	2016				2015
(In millions)	Fair Value		Impairment		Fair Value		Impairment
Long-lived assets held for use	$	—	$	—	$	17	$	44

	Six Months Ended June 30,
	2016				2015
(In millions)	Fair Value		Impairment		Fair Value		Impairment
Long-lived assets held for use	$	—	$	1	$	17	$	44

Fair Value, by Balance Sheet Grouping [Table Text Block]

The following table summarizes financial instruments, excluding receivables, payables and derivative financial instruments, and their reported fair values by individual balance sheet line item at June 30, 2016 and December 31, 2015.

	June 30, 2016				December 31, 2015
	Fair		Carrying		Fair		Carrying
(In millions)	Value		Amount		Value		Amount
Financial assets
Other noncurrent assets	$	198	$	206	$	104	$	118
Total financial assets	$	198	$	206	$	104	$	118
Financial liabilities
Other current liabilities	$	25	$	24	$	34	$	33
Long-term debt, including current portion (a)	7,186		7,291		6,723		7,291
Deferred credits and other liabilities	121		117		97		95
Total financial liabilities	$	7,332	$	7,432	$	6,854	$	7,419

^(a)    Excludes capital leases, debt issuance costs and interest rate swap adjustments.

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Derivatives (Tables)

6 Months Ended

Jun. 30, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives as they appear on the balance sheet [Table Text Block]

The following tables present the gross fair values of derivative instruments and the reported net amounts where they appear on the consolidated balance sheets.

	June 30, 2016
(In millions)	Asset		Liability		Net Asset		Balance Sheet Location
Fair Value Hedges
Interest rate	$	12	$	—	$	12	Other noncurrent assets
Total Designated Hedges	$	12	$	—	$	12
	June 30, 2016
(In millions)	Asset		Liability		Net Liability		Balance Sheet Location
Not Designated as Hedges
Commodity	$	6	$	39	$	33	Other current liabilities
Commodity	—		31		31		Deferred credits and other liabilities
Total Not Designated as Hedges	$	6	$	70	$	64

	December 31, 2015
(In millions)	Asset		Liability		Net Asset		Balance Sheet Location
Fair Value Hedges
Interest rate	$	8	$	—	$	8	Other noncurrent assets
Not Designated as Hedges
Commodity	$	51	$	1	$	50	Other current assets

Schedule of Interest Rate Derivatives [Table Text Block]

The following table presents, by maturity date, information about our interest rate swap agreements, including the weighted average, London Interbank Offer Rate (“LIBOR”)-based, floating rate.

	June 30, 2016				December 31, 2015
	Aggregate Notional Amount		Weighted Average, LIBOR-Based,		Aggregate Notional Amount		Weighted Average, LIBOR-Based,
Maturity Dates	(in millions)		Floating Rate		(in millions)		Floating Rate
October 1, 2017	$	600	4.94	%	$	600	4.73	%
March 15, 2018	$	300	4.77	%	$	300	4.66	%

Effects of derivatives designated as fair value hedges [Table Text Block]

		Gain (Loss)
		Three Months Ended June 30,					Six Months Ended June 30,
(In millions)	Income Statement Location	2016		2015			2016			2015
Derivative
Interest rate	Net interest and other	$	—	$	(2	)	$	4		$	3
Hedged Item
Long-term debt	Net interest and other	$	—	$	2		$	(4	)	$	(3	)

Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block]

These commodity derivatives were not designated as hedges. The following table sets forth outstanding derivative contracts as of June 30, 2016 and the weighted average prices for those contracts:

Crude Oil
			Year Ending December 31,
	Third Quarter	Fourth Quarter	2017
Three-Way Collars
Volume (Bbls/day)	47,000	47,000	—
Price per Bbl:
Ceiling	$55.37	$55.37	—
Floor	$50.23	$50.23	—
Sold put	$40.96	$40.96	—
Sold call options (a)
Volume (Bbls/day)	10,000	10,000	35,000
Price per Bbl	$72.39	$72.39	$61.91
Two-way Collars
Volume (Bbls/day)	10,000	10,000	—
Price per Bbl:			—
Ceiling	$50.00	$50.00
Floor	$41.55	$41.55

^(a)  Call options settle monthly.

Natural Gas
			Year Ending December 31,
	Third Quarter	Fourth Quarter	2017
Three-Way Collars (a)
Volume (MMBtu/day)	20,000	20,000	40,000
Price per MMBtu
Ceiling	$2.93	$2.93	$3.28
Floor	$2.50	$2.50	$2.75
Sold put	$2.00	$2.00	$2.25

^(a)  On our 2016 collars, the counterparty has the option to execute fixed-price swaps (swaptions) at a weighted average price of $2.93 per MMBtu indexed to NYMEX Henry Hub, which is exercisable on December 22, 2016. If counterparty exercises, the term of the fixed-price swaps would be for the calendar year 2017 and, if all such options are exercised, 20,000 MMBtu per day.

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Incentive Based Compensation (Tables)

6 Months Ended

Jun. 30, 2016

Incentive Based Compensation Plans [Abstract]

Table of Incentive based compensation activity [Table Text Block]

The following table presents a summary of activity for the first six months of 2016: 

	Stock Options					Restricted Stock Awards & Units
	Number of Shares			Weighted Average Exercise Price		Awards		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2015	12,665,419				$29.97	4,017,344			$30.76
Granted	1,680,000		(a)		$7.22	5,233,984			$7.91
Options Exercised/Stock Vested	—			—		(1,148,953	)		$32.29
Canceled	(973,295	)			$25.76	(557,051	)		$23.20
Outstanding at June 30, 2016	13,372,124				$27.42	7,545,324			$15.23

^(a)    The weighted average grant date fair value of stock option awards granted was $1.97 per share.

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Reclassifications out of Accumulated Other Comprehensive Income Reclassifications out of Accumulated Other Comprehensive Income (Tables)

6 Months Ended

Jun. 30, 2016

Reclassifications out of AccumulatedOtherComprehensiveIncome [Abstract]

Schedule of Amounts Reclassified out of Accumulated Other Comprehensive Income [Table Text Block]

The following table presents a summary of amounts reclassified from accumulated other comprehensive loss:

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2016			2015			2016			2015			Income Statement Line
Postretirement and postemployment plans
Amortization of actuarial loss	$	(4	)	$	(7	)	$	(7	)	$	(14	)	General and administrative
Net settlement loss	(31		)	(64		)	(79		)	(81		)	General and administrative
Net curtailment gain (loss)	—			(2		)	—			3			General and administrative
	(35		)	(73		)	(86		)	(92		)	Income (loss) from operations
	13			25			29			32			Provision (benefit) for income taxes
Total reclassifications to expense	$	(22	)	$	(48	)	$	(57	)	$	(60	)	Net income (loss)

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Supplemental Cash Flow Information (Tables)

6 Months Ended

Jun. 30, 2016

Supplemental Cash Flow Information [Abstract]

Supplemental Cash Flow Information [Table Text Block]

Supplemental Cash Flow Information

	Six Months Ended June 30,
(In millions)	2016			2015
Net cash (used in) operating activities:
Interest paid (net of amounts capitalized)	$	(177	)	$	(143	)
Income taxes paid to taxing authorities	(61		)	(165		)
Noncash investing activities:
Asset retirement cost increase	$	2		$	6
Asset retirement obligations assumed by buyer	83			—

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Variable Interest Entity (Details) - Variable Interest Entity, Not Primary Beneficiary [Member] - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Variable Interest Entity [Line Items]
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage	20.00%
Recorded liability related to unconsolidated VIE	$ 2	$ 2
Maximum exposure to loss related to unconsolidated VIE	$ 468

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Income per Common Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Earnings Per Share [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	14	13	14	13
Net income (loss)	$ (170)	$ (386)	$ (577)	$ (662)
Weighted average common shares outstanding, basic	848	677	790	676
Weighted average common shares outstanding, diluted	848	677	790	676
Basic:
Net income (loss), per basic share	$ (0.20)	$ (0.57)	$ (0.73)	$ (0.98)
Diluted:
Net income (loss), per diluted share	$ (0.20)	$ (0.57)	$ (0.73)	$ (0.98)

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Acquisition (Details) $ in Millions	1 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2016 USD ($) a Boe	Jun. 30, 2016 USD ($)	Jun. 30, 2016 USD ($)	Jun. 30, 2015 USD ($)
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross			$ 89	$ 0
Gas and Oil Acres, Undeveloped and Developed, Net | a	61,000
Production, Barrels of Oil Equivalents | Boe	9,000
PayRock Energy Holdings [Member]
Business Acquisition [Line Items]
Business Combination, Consideration Transferred	$ 888
Payments to Acquire Businesses, Gross		$ 89

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Dispositions Dispositions (Details) - USD ($) $ in Millions	1 Months Ended		2 Months Ended	3 Months Ended		6 Months Ended
	Apr. 30, 2016	Aug. 31, 2015	Apr. 30, 2016	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from Sale of Oil and Gas Property and Equipment						$ 758	$ 2
Wyoming Upstream and Midstream Assets [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from Sale of Oil and Gas Property and Equipment	$ 870
Shenandoah in Gulf of Mexico, Piceance in Colorado, and West Texas [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from Sale of Oil and Gas Property and Equipment			$ 80
East Texas/North Louisiana and Wilburton Assets [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from Sale of Oil and Gas Property and Equipment		$ 100
Gain (Loss) on Sale of Assets and Asset Impairment Charges		$ (1)			$ 44
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Wyoming Upstream and Midstream Assets [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from Sale of Oil and Gas Property and Equipment				$ 870
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Wyoming Upstream and Midstream Assets Sold [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from Sale of Oil and Gas Property and Equipment				690
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal				266
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Shenandoah in Gulf of Mexico, Piceance in Colorado, and West Texas [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from Sale of Oil and Gas Property and Equipment			$ 80
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal						(48)
Disposal Group, Including Discontinued Operation, Working Capital Interest To Be Disposed Of			10.00%
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Wynoming Upstream and Midstream Assets HFS [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group, Including Discontinued Operation, Assets				104		104
Disposal Group, Including Discontinued Operation, Liabilities				$ 4		$ 4

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Segment Information (Details) - USD ($) $ in Millions		3 Months Ended				6 Months Ended
		Jun. 30, 2016		Jun. 30, 2015		Jun. 30, 2016		Jun. 30, 2015
Segment Reporting Information [Line Items]
Sales and other operating revenues		$ 870		$ 1,307		$ 1,584		$ 2,587
Marketing revenues		89		183		147		387
Total revenues		959		1,490		1,731		2,974
Income from equity method investments		37		26		51		62
Net gain ( loss) on disposal of assets and other income		306		15		250		27
Production expenses		350		450		678		894
Marketing costs		88		182		146		387
Exploration Expenses		189		111		213		201
Depreciation, depletion and amortization		561		751		1,170		1,572
Impairments		0		44		1		44
Other expenses	[1]	227		249		487		527
Taxes other than income		39		78		87		145
Net interest and other		86		58		171		105
Income tax provision (benefit)		(68)		(6)		(344)		(150)
Segment income (loss) /Loss from continuing operations		(170)		(386)		(577)		(662)
Capital expenditures	[2]	177		678		536		1,780
Deferred Income Tax Expense (Benefit)						(392)		(185)
North America Exploration and Production [Member]
Segment Reporting Information [Line Items]
Sales and other operating revenues		617		993		1,110		1,843
Marketing revenues		53		110		84		288
Total revenues		670		1,103		1,194		2,131
Income from equity method investments		0		0		0		0
Net gain ( loss) on disposal of assets and other income		2		11		3		11
Production expenses		129		179		263		381
Marketing costs		52		112		84		292
Exploration Expenses		37		91		55		126
Depreciation, depletion and amortization		433		634		920		1,317
Impairments				0		1		0
Other expenses	[1]	97		99		215		216
Taxes other than income		35		67		77		128
Net interest and other		0		0		0		0
Income tax provision (benefit)		(41)		(23)		(153)		(112)
Segment income (loss) /Loss from continuing operations		(70)		(45)		(265)		(206)
Capital expenditures	[2]	153		551		468		1,484
International Exploration and Production [Member]
Segment Reporting Information [Line Items]
Sales and other operating revenues		159		211		255		393
Marketing revenues		23		30		38		56
Total revenues		182		241		293		449
Income from equity method investments		37		26		51		62
Net gain ( loss) on disposal of assets and other income		7		4		13		14
Production expenses		56		64		109		131
Marketing costs		23		29		37		54
Exploration Expenses		4		20		10		75
Depreciation, depletion and amortization		68		71		118		135
Impairments				0		0		0
Other expenses	[1]	22		19		38		42
Taxes other than income		0		0		0		0
Net interest and other		0		0		0		0
Income tax provision (benefit)		(2)		27		(14)		24
Segment income (loss) /Loss from continuing operations		55		41		59		64
Capital expenditures	[2]	12		99		44		245
Oil Sands Mining Segment [Member]
Segment Reporting Information [Line Items]
Sales and other operating revenues		185		147		333		372
Marketing revenues		13		43		25		43
Total revenues		198		190		358		415
Income from equity method investments		0		0		0		0
Net gain ( loss) on disposal of assets and other income		1		0		1		1
Production expenses		165		207		306		382
Marketing costs		13		41		25		41
Exploration Expenses		7		0		7		0
Depreciation, depletion and amortization		49		35		109		97
Impairments				0		0		0
Other expenses	[1]	9		9		16		18
Taxes other than income		4		5		9		10
Net interest and other		0		0		0		0
Income tax provision (benefit)		(10)		(30)		(27)		(36)
Segment income (loss) /Loss from continuing operations		(38)		(77)		(86)		(96)
Capital expenditures	[2]	7		16		16		37
Corporate and Other [Member]
Segment Reporting Information [Line Items]
Sales and other operating revenues	[3]	(91)		(44)		(114)		(21)
Marketing revenues		0		0		0		0
Total revenues		(91)		(44)		(114)		(21)
Income from equity method investments		0		0		0		0
Net gain ( loss) on disposal of assets and other income		296	[4]	0		233	[5]	1
Production expenses		0		0		0		0
Marketing costs		0		0		0		0
Exploration Expenses		141	[6]	0		141	[6]	0
Depreciation, depletion and amortization		11		11		23		23
Impairments				44	[7]	0		44	[7]
Other expenses		99	[8]	122	[1],[9]	218	[1],[10]	251	[1],[11]
Taxes other than income		0		6		1		7
Net interest and other		86		58		171		105
Income tax provision (benefit)		(15)		20	[12]	(150)		(26)	[12]
Segment income (loss) /Loss from continuing operations		(117)		(305)		(285)		(424)
Capital expenditures	[2]	5		12		8		14
Workforce reduction						8		43
United States and Foreign Pension Plans Defined Benefit [Member]
Segment Reporting Information [Line Items]
Net settlement loss		31		64		79		$ 81	[13]
United States and Foreign Pension Plans Defined Benefit [Member] | Corporate and Other [Member]
Segment Reporting Information [Line Items]
Net settlement loss	[13]	$ 31		64		$ 79
Alberta Government [Member] | Foreign Tax Authority [Member]
Segment Reporting Information [Line Items]
Deferred Income Tax Expense (Benefit)				135
Deferred Foreign Income Tax Expense (Benefit)				$ 135

[1] Includes other operating expenses and general and administrative expenses.

[2] Includes accruals.

[3] Unrealized loss on commodity derivative instruments.

[4] Primarily related to partial sale of Wyoming upstream and midstream assets. (See note 6.)

[5] Related to net gain on disposal of assets (see Note 6)

[6] Impairments associated with decision to not drill remaining Gulf of Mexico undeveloped leases

[7] Proved property impairments (See Note 13).

[8] Includes pension settlement loss of $31 million (See note 8).

[9] Includes pension settlement loss of $64 million (see Note 8).

[10] Includes pension settlement loss of $79 million and severance related expenses associated with workforce reductions of $8 million (see Note 8)

[11] Includes pension settlement loss of $81 million and severance related expenses associated with workforce reductions of $43 million (see Note 8).

[12] Includes $135 million of deferred tax expense related to Alberta provincial corporate tax rate increase (see Note 9)

[13] Settlements are recognized as they occur, once it is probable that lump sum payments from a plan for a given year will exceed the plan's total service and interest cost for that year.

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Defined Benefit Postretirement Plans (Details) - USD ($) $ in Millions		3 Months Ended				6 Months Ended
		Jun. 30, 2016		Jun. 30, 2015		Dec. 31, 2016	Jun. 30, 2016		Jun. 30, 2015
Pension and Other Postretirement Benefit Contributions [Abstract]
Pension Contributions							$ 30
Defined Benefit Plan, Benefits Paid							37
Other Postretirement Benefits Payments							10
Scenario, Forecast [Member]
Pension and Other Postretirement Benefit Contributions [Abstract]
Defined Benefit Plan, Estimated Future Employer Contributions in Current Fiscal Year						$ 34
United States and Foreign Pension Plans Defined Benefit [Member]
Defined Benefit Plan Net Periodic Benefit Cost [Line Items]
Service cost		$ 6		$ 12			12		$ 24
Interest cost		10		13			21		27
Expected return on plan assets		(13)		(17)			(28)		(36)
Amortization:
- prior service cost (credit)		(3)		(2)			(5)		(1)
-actuarial loss (gain)		4		7			7		14
Net settlement loss		31		64			79		81	[1]
Defined Benefit Plan, Curtailments	[2]	0		0			0		1
Net periodic benefit cost		35		77			86		110
Other Postretirement Benefit Plans Defined Benefit [Member]
Defined Benefit Plan Net Periodic Benefit Cost [Line Items]
Service cost		1		1			2		2
Interest cost		2		2			5		5
Expected return on plan assets		0		0			0		0
Amortization:
- prior service cost (credit)		(1)		(1)			(2)		(2)
-actuarial loss (gain)		0		0			0		0
Net settlement loss	[1]	0		0			0		0
Defined Benefit Plan, Curtailments		0	[2]	2	[2]		0	[2]	(4)
Net periodic benefit cost		$ 2		$ 4			$ 5		$ 1

[1] Settlements are recognized as they occur, once it is probable that lump sum payments from a plan for a given year will exceed the plan's total service and interest cost for that year.

[2] Related to workforce reductions, which reduced the future expected years of service for employees participating in the plans

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Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Jun. 29, 2016
Income Tax Contingency [Line Items]
Effective Income Tax Rate Reconciliation, Percent		37.00%	18.00%
Effective income tax rate excluding Libya		36.00%	15.00%
Foreign Tax Authority [Member] | Alberta Government [Member]
Income Tax Contingency [Line Items]
Effective Income Tax Rate Reconciliation, Provincial Corporate Tax Rate		12.00%		10.00%
Deferred Foreign Income Tax Expense (Benefit)	$ 135

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Inventories (Details) - USD ($) $ in Millions	Jun. 30, 2016	Dec. 31, 2015
Inventory Disclosure [Abstract]
Liquid hydrocarbons natural gas and bitumen	$ 31	$ 35
Supplies and other items	241	278
Total inventories, at cost	$ 272	$ 313

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Property, Plant and Equipment (Details) Boe in Millions, $ in Millions	Jun. 30, 2016 USD ($)	Dec. 31, 2015 USD ($) Boe
Segment Reporting Information [Line Items]
Property, plant and equipment, net	$ 25,657	$ 27,061
LIBYAN ARAB JAMAHIRIYA
Segment Reporting Information [Line Items]
Property, plant and equipment, net	775
Proved Developed and Undeveloped Reserves, Net (BOE) | Boe		235
North America Exploration and Production [Member]
Segment Reporting Information [Line Items]
Property, plant and equipment, net	13,965	$ 15,226
International Exploration and Production [Member]
Segment Reporting Information [Line Items]
Property, plant and equipment, net	2,479	2,533
Oil Sands Mining Segment [Member]
Segment Reporting Information [Line Items]
Property, plant and equipment, net	9,101	9,197
Corporate [Member]
Segment Reporting Information [Line Items]
Property, plant and equipment, net	$ 112	$ 105

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Property, Plant and Equipment Property, Plant and Equipment (Details 2) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Capitalized Exploratory Well Costs [Abstract]
Capitalized Exploratory Well Costs that Have Been Capitalized for Period Greater than One Year After Completion of Drilling	$ 118	$ 85
Capitalized Exploratory Well Cost, Period Increase (Decrease)	$ 33

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Fair Value Measurements (Details-Recurring) - USD ($) $ in Millions		Jun. 30, 2016	Dec. 31, 2015
Fair Value, Assets and Liabilities Measured on Recurring Basis, Financial Statement [Line Items]
Goodwill		$ 115	$ 115
Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis, Financial Statement [Line Items]
Derivative Assets		18	59
Derivative Liability		70	1
Fair Value, Measurements, Recurring [Member] | Commodity Contract [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis, Financial Statement [Line Items]
Derivative Assets	[1]	6	51
Derivative Liability	[1]	70	1
Fair Value, Measurements, Recurring [Member] | Interest rate [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis, Financial Statement [Line Items]
Derivative Assets		12	8
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis, Financial Statement [Line Items]
Derivative Assets		0	0
Derivative Liability		0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Commodity Contract [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis, Financial Statement [Line Items]
Derivative Assets	[1]	0	0
Derivative Liability	[1]	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Interest rate [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis, Financial Statement [Line Items]
Derivative Assets		0	0
Fair Value, Measurements, Recurring [Member] | Fair Value Inputs Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis, Financial Statement [Line Items]
Derivative Assets		18	59
Derivative Liability		70	1
Fair Value, Measurements, Recurring [Member] | Fair Value Inputs Level 2 [Member] | Commodity Contract [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis, Financial Statement [Line Items]
Derivative Assets	[1]	6	51
Derivative Liability	[1]	70	1
Fair Value, Measurements, Recurring [Member] | Fair Value Inputs Level 2 [Member] | Interest rate [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis, Financial Statement [Line Items]
Derivative Assets		12	8
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis, Financial Statement [Line Items]
Derivative Assets		0	0
Derivative Liability		0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Commodity Contract [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis, Financial Statement [Line Items]
Derivative Assets	[1]	0	0
Derivative Liability	[1]	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Interest rate [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis, Financial Statement [Line Items]
Derivative Assets		$ 0	$ 0

[1] Derivative instruments are recorded on a net basis in the company's balance sheet (see Note 14).

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Fair Value Measurements (Details 2-Nonrecurring) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Financial Statement [Line Items]
Goodwill, Impairment Loss			$ 0
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Financial Statement [Line Items]
Property, Plant, and Equipment, Fair Value Disclosure	$ 0	$ 17	0	$ 17
Assets, Fair Value Adjustment	$ 0	$ 44	$ 1	$ 44

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Fair Value Measurements (Details 3-Reported) - USD ($) $ in Millions		Jun. 30, 2016	Dec. 31, 2015
Fair Value [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Other noncurrent financial assets		$ 198	$ 104
Total financial assets		198	104
Financial liabilities
Other current financial liabilities		25	34
Long-term debt, including current portion	[1]	7,186	6,723
Deferred credits and other financial liabilities		121	97
Financial Liabilities Fair Value Disclosure		7,332	6,854
Carrying Amount [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Other noncurrent financial assets		206	118
Total financial assets		206	118
Financial liabilities
Other current financial liabilities		24	33
Long-term debt, including current portion	[1]	7,291	7,291
Deferred credits and other financial liabilities		117	95
Financial Liabilities Fair Value Disclosure		$ 7,432	$ 7,419

[1] Excludes capital leases, debt issuance costs and interest rate swap adjustments.

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Derivatives (Details-BS) - USD ($) $ in Millions	Jun. 30, 2016	Dec. 31, 2015
Not Designated as Hedging Instrument [Member]
Derivatives Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability	$ 70
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	64
Derivative Liability, Fair Value, Gross Asset	6
Commodity Contract [Member] | Other Noncurrent Assets [Member] | Not Designated as Hedging Instrument [Member]
Derivatives Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability	31
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	31
Derivative Liability, Fair Value, Gross Asset	0
Commodity Contract [Member] | Other Current Liabilities [Member] | Not Designated as Hedging Instrument [Member]
Derivatives Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability	39
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	33
Derivative Liability, Fair Value, Gross Asset	6
Commodity Contract [Member] | Other Current Assets [Member] | Not Designated as Hedging Instrument [Member]
Derivatives Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset		$ 51
Derivative Asset, Fair Value, Gross Liability		1
Derivative Asset, Fair Value, Net		50
Fair Value Hedging [Member] | Designated as Hedging Instrument [Member]
Derivatives Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset	12
Derivative Asset, Fair Value, Gross Liability	0
Derivative Asset, Fair Value, Net	12
Fair Value Hedging [Member] | Interest rate [Member] | Other Noncurrent Assets [Member] | Designated as Hedging Instrument [Member]
Derivatives Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset	12	8
Derivative Asset, Fair Value, Gross Liability	0	0
Derivative Asset, Fair Value, Net	$ 12	$ 8

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Derivatives (Details 2-Fair Value Hedges) - Fair Value Hedging [Member] - Designated as Hedging Instrument [Member] - Interest Rate Contract [Member] - USD ($) $ in Millions	Jun. 30, 2016	Dec. 31, 2015
Debentures Due 2017 [Member]
Derivative [Line Items]
Derivative, Notional Amount	$ 600	$ 600
Weighted-average, LIBOR-based, floating rate	4.94%	4.73%
Debentures Due 2018 [Member]
Derivative [Line Items]
Derivative, Notional Amount	$ 300	$ 300
Weighted-average, LIBOR-based, floating rate	4.77%	4.66%

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Derivatives (Details 3-Fair Value Hedges IS & OCI) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) on Fair Value Hedge Ineffectiveness, Net			$ 0	$ 0
Net interest and other [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Change in unrealized gain (loss) on hedged item in fair value hedge	$ 0	$ 2	(4)	(3)
Interest rate [Member] | Net interest and other [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) on derivative instruments recognized in income	$ 0	$ (2)	$ 4	$ 3

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Derivatives Derivatives (Details 4-Non Hedges Commodity) (Details)	Jun. 30, 2016 BBL / Days MMBTU_per_day $ / bbl $ / MMBTU
Crude Oil Three-Way Collars For Third Quarter of Year 1 [Member]
Derivative [Line Items]
Volume | BBL / Days	47,000
Ceiling Price	55.37
Floor Price	50.23
Sold Put Price	40.96
Crude Oil Three-Way Collars for Fourth Quarter of Year 1
Derivative [Line Items]
Volume | BBL / Days	47,000
Ceiling Price	55.37
Floor Price	50.23
Sold Put Price	40.96
Crude Oil Three-Way Collars For Year 2 [Member]
Derivative [Line Items]
Volume | BBL / Days	0
Ceiling Price	0
Floor Price	0
Sold Put Price	0
Crude Oil Options For the Third Quarter of Year 1 [Member]
Derivative [Line Items]
Volume | BBL / Days	10,000	[1]
Option Price	72.39	[1]
Crude Oil Options For the Fourth Quarter of Year 1 [Member]
Derivative [Line Items]
Volume | BBL / Days	10,000	[1]
Option Price	72.39	[1]
Crude Oil Options For Year 2 [Member]
Derivative [Line Items]
Volume | BBL / Days	35,000	[1]
Option Price	61.91	[1]
Crude Oil Swaps For the Third Quarter of Year 1 [Member]
Derivative [Line Items]
Volume | BBL / Days	10,000
Ceiling Price	50.00
Floor Price	41.55
Crude Oil Swaps For the Fourth Quarter of Year 1 [Member]
Derivative [Line Items]
Volume | BBL / Days	10,000
Ceiling Price	50.00
Floor Price	41.55
Crude Oil Swaps For Year 2 [Member]
Derivative [Line Items]
Volume | BBL / Days	0
Natural Gas Three-Way Collars For the Third Quarter of Year 1 [Member]
Derivative [Line Items]
Volume | MMBTU_per_day	20,000	[2]
Ceiling Price | $ / MMBTU	2.93	[2]
Floor Price | $ / MMBTU	2.50	[2]
Sold Put Price | $ / MMBTU	2.00	[2]
Natural Gas Three-Way Collars For the Fourth Quarter of Year 1 [Member]
Derivative [Line Items]
Volume | MMBTU_per_day	20,000	[2]
Ceiling Price | $ / MMBTU	2.93	[2]
Floor Price | $ / MMBTU	2.50	[2]
Sold Put Price | $ / MMBTU	2.00	[2]
Natural Gas Three-Way Collars For Year 2 [Member]
Derivative [Line Items]
Volume | MMBTU_per_day	40,000	[2]
Ceiling Price | $ / MMBTU	3.28	[2]
Floor Price | $ / MMBTU	2.75	[2]
Sold Put Price | $ / MMBTU	2.25	[2]
Swaption [Member]
Derivative [Line Items]
Swap Price	2.93
Volume | MMBTU_per_day	20,000

[1] Call options settle monthly.

[2] On our 2016 collars, the counterparty has the option to execute fixed-price swaps (swaptions) at a weighted average price of $2.93 per MMBtu indexed to NYMEX Henry Hub, which is exercisable on December 22, 2016. If counterparty exercises, the term of the fixed-price swaps would be for the calendar year 2017 and, if all such options are exercised, 20,000 MMBtu per day.

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Derivatives Derivatives (Details 5-Non Hedges) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Derivative Instruments, Gain (Loss) [Line Items]
Net cash received (paid) in settlement of derivative instruments	$ 14	$ 4	$ 46	$ 4
Not Designated as Hedging Instrument [Member] | Commodity [Member] | Sales and other operating revenues [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, Gain (Loss) on Derivative, Net	$ (88)	$ (43)	$ (90)	$ (17)

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Incentive Based Compensation (Details)	6 Months Ended
	Jun. 30, 2016 $ / shares shares
Stock Options
Beginning year stock option awards | shares	12,665,419
Granted stock option awards | shares	1,680,000	[1]
Exercised stock option awards | shares	0
Canceled stock option awards | shares	(973,295)
End of period stock option awards | shares	13,372,124
Beginning year weighted average exercise price	$ 29.97
Granted weighted average exercise price	7.22
Exercises weighted average exercise price	0.00
Canceled weighted average exercise price	25.76
End of period weighted average exercise price	27.42
Stock options weighted average grant date fair value	$ 1.97

[1] The weighted average grant date fair value of stock option awards granted was $1.97 per share.

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Incentive Based Compensation (Details 2-Restricted)	6 Months Ended
	Jun. 30, 2016 $ / shares shares
Restricted Stock
Beginning year unvested restricted stock | shares	4,017,344
Granted restricted stock | shares	5,233,984
Vested restricted stock | shares	(1,148,953)
Forfeited restricted stock | shares	(557,051)
End of period unvested restricted stock | shares	7,545,324
Beginning year weighted average grant date fair value unvested restricted stock | $ / shares	$ 30.76
Granted restricted stock weighted average grant date fair value restricted stock | $ / shares	7.91
Vested restricted stock weighted average grant date fair value restricted stock | $ / shares	32.29
Forfeited restricted stock weighted average grant date fair value restricted stock | $ / shares	23.20
End of period weighted average grant date fair value unvested restricted stock | $ / shares	$ 15.23

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Incentive Based Compensation (Details 3-Performance) - $ / shares	6 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value	$ 15.23	$ 30.76
Performance Unit [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Instruments Other Than Options Performance Unit Granted	1,205,517
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value	$ 3.72

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Debt - Revolving Credit Facility (Details)	Jun. 30, 2016 USD ($)	Feb. 29, 2016 USD ($)	Nov. 01, 2015 USD ($)	Jun. 30, 2015 USD ($)
Line of Credit Facility [Line Items]
Line of Credit Facility, maximum borrowing capacity	$ 3,300,000,000	$ 3,000,000,000
Line of Credit Facility, increase in borrowing capacity	$ 300,000,000
Ratio of indebtedness to net capital	0.28
Maximum [Member]
Line of Credit Facility [Line Items]
Ratio of indebtedness to net capital	0.65
Unsecured Debt [Member]
Line of Credit Facility [Line Items]
Principal amount				$ 2,000,000,000
Senior Notes 0.90% [Member]
Line of Credit Facility [Line Items]
Principal amount			$ 1,000,000,000
Interest rate			0.90%

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Reclassifications out of Accumulated Other Comprehensive Income Reclassifications out of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Provision for income taxes	$ 68	$ 6	$ 344	$ 150
Other insignificant, net of tax	(95)	(81)	(204)	(188)
Total reclassifications	(170)	(386)	(577)	(662)
Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Amortization of actuarial loss	(4)	(7)	(7)	(14)
Net settlement loss	(31)	(64)	(79)	(81)
Net curtailment gain (loss)	0	(2)	0	3
Income before income taxes	(35)	(73)	(86)	(92)
Provision for income taxes	13	25	29	32
Total reclassifications	$ (22)	$ (48)	$ (57)	$ (60)

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Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended
	Mar. 31, 2016	Jun. 30, 2016	Dec. 31, 2015
Stockholders' Equity Attributable to Parent [Abstract]
Shares Issued, Price Per Share	$ 7.65
Stock Issued During Period, Shares, New Issues	166,750,000
Common Stock, Par or Stated Value Per Share	$ 1	$ 1	$ 1
Stock Issued	$ 1,236

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Supplemental Cash Flow Information (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Net cash provided by (used in) operating activities included:
Interest paid (net of amounts capitalized)	$ (177)	$ (143)
Income taxes paid to taxing authorities	(61)	(165)
Noncash investing activities:
Asset retirement costs capitalized	2	6
Asset retirement obligations assumed by buyer	$ 83	$ 0

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Subsequent Events (Details) $ in Millions	3 Months Ended
	Sep. 30, 2016 USD ($)
Scenario, Forecast [Member]
Subsequent Event [Line Items]
Termination payment	$ 113