10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Quarterly Period Ended	March 31, 2023

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 1-1513

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.)

990 Town and Country Boulevard, Houston, Texas  

77024-2217

(Address of principal executive offices)

(713) 629-6600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $1.00	MRO	New York Stock Exchange

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 þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).   Yes þ No o

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

Large accelerated filer	þ	Accelerated filer		o	Non-accelerated filer		o
Smaller reporting company		☐	Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o    

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No þ  

There were 617,604,314 shares of Marathon Oil Corporation common stock outstanding as of April 28, 2023.

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 2022 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
	Consolidated Statements of Stockholders' Equity (Unaudited)	6
	Notes to Consolidated Financial Statements (Unaudited)	7
	1. Basis of Presentation	7
	2. Accounting Standards	7
	3. Income and Dividends per Common Share	7
	4. Revenues	7
	5. Segment Information	8
	6. Income Taxes	11
	7. Credit Losses	11
	8. Inventories	12
	9. Property, Plant and Equipment	12
	10. Asset Retirement Obligations	12
	11. Leases	13
	12. Derivatives	14
	13. Fair Value Measurements	16
	14. Debt	17
	15. Stockholders' Equity	17
	16. Incentive Based Compensation	18
	17. Defined Benefit Postretirement Plans	18
	18. Reclassifications Out of Accumulated Other Comprehensive Income (Loss)	19
	19. Supplemental Cash Flow Information	19
	20. Equity Method Investments	19
	21. Commitments and Contingencies	20
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33
Part II - OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 6.	Exhibits	35
	Signatures	36

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Table of Contents

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

MARATHON OIL CORPORATION

Consolidated Statements of Income (Unaudited)

	Three Months Ended
	March 31,
(In millions, except per share data)	2023		2022
Revenues and other income:
Revenues from contracts with customers	$	1,567	$	1,761
Net gain (loss) on commodity derivatives	15		(143)
Income from equity method investments	80		127
Net gain on disposal of assets	5		—
Other income	13		8
Total revenues and other income	1,680		1,753
Costs and expenses:
Production	201		152
Shipping, handling and other operating	162		185
Exploration	15		11
Depreciation, depletion and amortization	520		423
Taxes other than income	95		104
General and administrative	82		73
Total costs and expenses	1,075		948
Income from operations	605		805
Net interest and other	(82)		(22)
Other net periodic benefit credits	3		4
Income before income taxes	526		787
Provision (benefit) for income taxes	109		(517)
Net income	$	417	$	1,304
Net income per share:
Basic	$	0.66	$	1.79
Diluted	$	0.66	$	1.78
Weighted average common shares outstanding:
Basic	628		730
Diluted	629		732

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

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MARATHON OIL CORPORATION

Consolidated Statements of Comprehensive Income (Unaudited)

	Three Months Ended
	March 31,
(In millions)	2023		2022
Net income	$	417	$	1,304
Other comprehensive income, net of tax
Change in actuarial gain (loss) and other for postretirement and postemployment plans	(5)		(4)
Change in derivative hedges unrecognized gain	(2)		12
Other comprehensive income (loss)	(7)		8
Comprehensive income	$	410	$	1,312

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

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MARATHON OIL CORPORATION

Consolidated Balance Sheets (Unaudited)

	March 31,		December 31,
(In millions, except par value and share amounts)	2023		2022
Assets
Current assets:
Cash and cash equivalents	$	178	$	334
Receivables, net	1,215		1,146
Inventories	136		125
Other current assets	77		66
Total current assets	1,606		1,671
Equity method investments	657		577
Property, plant and equipment, net of accumulated depreciation, depletion and amortization of $24,346 and $23,876	17,463		17,377
Other noncurrent assets	286		315
Total assets	$	20,012	$	19,940
Liabilities
Current liabilities:
Accounts payable	$	1,480	$	1,279
Payroll and benefits payable	41		90
Accrued taxes	176		171
Other current liabilities	318		364
Long-term debt due within one year	131		402
Total current liabilities	2,146		2,306
Long-term debt	5,723		5,521
Deferred tax liabilities	209		167
Defined benefit postretirement plan obligations	99		100
Asset retirement obligations	296		295
Deferred credits and other liabilities	151		154
Total liabilities	8,624		8,543
Commitments and contingencies (Note 21)
Stockholders’ Equity
Preferred stock – no shares issued or outstanding (no par value, 26 million shares authorized)	—		—
Common stock:
Issued – 937 million shares (par value $1 per share, 1.925 billion shares authorized at March 31, 2023 and December 31, 2022)	937		937
Held in treasury, at cost – 315 million shares and 304 million shares	(7,814)		(7,512)
Additional paid-in capital	7,149		7,203
Retained earnings	11,017		10,663
Accumulated other comprehensive income	99		106
Total stockholders’ equity	11,388		11,397
Total liabilities and stockholders’ equity	$	20,012	$	19,940

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

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MARATHON OIL CORPORATION

Consolidated Statements of Cash Flows (Unaudited)

	Three Months Ended
	March 31,
(In millions)	2023		2022
Increase (decrease) in cash and cash equivalents
Operating activities:
Net income	$	417	$	1,304
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	520		423
Exploratory dry well costs and unproved property impairments	14		8
Net gain on disposal of assets	(5)		—
Deferred income taxes	85		(548)
Unrealized (gain) loss on derivative instruments, net	(2)		114
Pension and other post retirement benefits, net	(7)		(9)
Stock-based compensation	10		9
Equity method investments, net	(80)		(79)
Changes in:
Current receivables	(86)		(307)
Inventories	(12)		(2)
Current accounts payable and accrued liabilities	30		101
Other current assets and liabilities	(9)		(5)
All other operating, net	(10)		58
Net cash provided by operating activities	865		1,067
Investing activities:
Additions to property, plant and equipment	(532)		(332)
Acquisitions, net of cash acquired	11		—
Disposal of assets, net of cash transferred to the buyer	(1)		2
Equity method investments - return of capital	—		7
Net cash used in investing activities	(522)		(323)
Financing activities:
Proceeds from revolving credit facility	175		—
Repayments of revolving credit facility	(175)		—
Debt repayment	(70)		—
Shares repurchased under buyback programs	(334)		(592)
Dividends paid	(63)		(52)
Purchases of shares for tax withholding obligations	(30)		(21)
All other financing, net	(2)		22
Net cash used in financing activities	(499)		(643)
Net increase (decrease) in cash and cash equivalents	(156)		101
Cash and cash equivalents at beginning of period	334		580
Cash and cash equivalents at end of period	$	178	$	681

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

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MARATHON OIL CORPORATION

Consolidated Statements of Stockholders’ Equity (Unaudited)

	Total Equity of Marathon Oil Stockholders
(In millions)	Preferred Stock		Common Stock		Treasury Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income		Total Equity
Three Months Ended March 31, 2022
December 31, 2021 Balance	$	—	$	937	$	(4,825)	$	7,221	$	7,271	$	82	$	10,686
Shares repurchased under buyback programs	—		—		(592)		—		—		—		(592)
Stock-based compensation	—		—		55		(43)		—		—		12
Net income	—		—		—		—		1,304		—		1,304
Other comprehensive income	—		—		—		—		—		8		8
Dividends paid (per share amount of $0.07)	—		—		—		—		(52)		—		(52)
March 31, 2022 Balance	$	—	$	937	$	(5,362)	$	7,178	$	8,523	$	90	$	11,366
Three Months Ended March 31, 2023
December 31, 2022 Balance	$	—	$	937	$	(7,512)	$	7,203	$	10,663	$	106	$	11,397
Shares repurchased under buyback programs	—		—		(334)		—		—		—		(334)
Excise tax on shares repurchased	—		—		(3)		—		—		—		(3)
Stock-based compensation	—		—		35		(54)		—		—		(19)
Net income	—		—		—		—		417		—		417
Other comprehensive loss	—		—		—		—		—		(7)		(7)
Dividends paid (per share amount of $0.10)	—		—		—		—		(63)		—		(63)
March 31, 2023 Balance	$	—	$	937	$	(7,814)	$	7,149	$	11,017	$	99	$	11,388

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

6

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.

These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2022 Annual Report on Form 10-K. The results of operations for the first quarter of 2023 are not necessarily indicative of the results to be expected for the full year.

2.    Accounting Standards

Accounting Standards Updates Adopted

No accounting standards were adopted in the first quarter of 2023 that had a material impact on our consolidated financial statements.

Accounting Standards Updates Not Yet Adopted

There were no issued but pending accounting standards expected to have a material impact on our consolidated financial statements.

3.    Income and Dividends per Common Share

Basic income per share is based on the weighted average number of common shares outstanding. Diluted income per share assumes exercise of stock options in all periods, provided the effect is not antidilutive. The per share calculations below exclude 1 million and 2 million of antidilutive stock options for the three months ended March 31, 2023 and 2022, respectively.

	Three Months Ended March 31,
(In millions, except per share data)	2023		2022
Net income	$	417	$	1,304
Weighted average common shares outstanding	628		730
Effect of dilutive securities	1		2
Weighted average common shares, diluted	629		732
Net income per share:
Basic	$	0.66	$	1.79
Diluted	$	0.66	$	1.78
Dividends per share	$	0.10	$	0.07

4.    Revenues

The majority of our revenues are derived from the sale of crude oil and condensate, NGLs and natural gas under spot and term agreements with our customers in the United States and Equatorial Guinea.

As of March 31, 2023 and December 31, 2022, receivables from contracts with customers, included in receivables, less reserves for credit losses, were $943 million and $875 million, respectively.

7

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

The following tables present our revenues from contracts with customers disaggregated by product type and geographic areas for the three months ended March 31:

United States

	Three Months Ended March 31, 2023
(In millions)	Eagle Ford		Bakken		Oklahoma		Permian		Other U.S.		Total
Crude oil and condensate	$	495	$	431	$	78	$	170	$	11	$	1,185
Natural gas liquids	71		37		39		22		—		169
Natural gas	56		35		36		11		1		139
Other	2		—		—		—		8		10
Revenues from contracts with customers	$	624	$	503	$	153	$	203	$	20	$	1,503

	Three Months Ended March 31, 2022
(In millions)	Eagle Ford		Bakken		Oklahoma		Permian		Other U.S.		Total
Crude oil and condensate	$	459	$	652	$	99	$	88	$	43	$	1,341
Natural gas liquids	44		89		59		15		9		216
Natural gas	33		43		56		12		7		151
Other	2		—		—		—		4		6
Revenues from contracts with customers	$	538	$	784	$	214	$	115	$	63	$	1,714

International (E.G.)

	Three Months Ended March 31,
(In millions)	2023		2022
Crude oil and condensate	$	57	$	40
Natural gas liquids	1		1
Natural gas	5		5
Other	1		1
Revenues from contracts with customers	$	64	$	47

5.    Segment Information

    We have two reportable operating segments. Both of these segments are organized and managed based upon geographic location and the nature of the products and services offered.

•United States (“U.S.”) – explores for, produces and markets crude oil and condensate, NGLs and natural gas in the United States; and

•International (“Int’l”) – explores for, produces and markets crude oil and condensate, NGLs and natural gas outside of the United States as well as produces and markets products manufactured from natural gas, such as LNG and methanol, in Equatorial Guinea (“E.G.”)

    Segment income represents income that excludes certain items not allocated to our operating segments, net of income taxes. A portion of our corporate and operations general and administrative support 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, impairments of proved and certain unproved properties, dry wells, changes in our valuation allowance, unrealized gains or losses on commodity and interest rate derivative instruments, effects of pension settlements and curtailments, expensed transaction costs for business combinations or other items (as determined by the chief operating decision maker (“CODM”)) are not allocated to operating segments.

8

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

	Three Months Ended March 31, 2023
(In millions)	U.S.		Int’l		Not Allocated to Segments			Total
Revenues from contracts with customers	$	1,503	$	64	$	—		$	1,567
Net gain on commodity derivatives	13		—		2		(b)	15
Income from equity method investments	—		80		—			80
Net gain on disposal of assets	—		—		5			5
Other income	11		1		1			13
Less costs and expenses:
Production	178		23		—			201
Shipping, handling and other operating	159		3		—			162
Exploration	5		—		10		(c)	15
Depreciation, depletion and amortization	505		12		3			520
Taxes other than income	97		—		(2)			95
General and administrative	35		3		44			82
Net interest and other	—		—		82			82
Other net periodic benefit costs	—		—		(3)			(3)
Income tax provision (benefit)	123		15		(29)			109
Segment income (loss)	$	425	$	89	$	(97)		$	417
Total assets	$	18,696	$	1,148	$	168		$	20,012
Capital expenditures(a)	$	597	$	2	$	2		$	601

(a)Includes accruals and excludes acquisitions.

(b)Unrealized gain on commodity derivative instruments (See Note 12).

(c)Includes $10 million of dry well expense associated with wells in Permian (See Note 9).

9

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

	Three Months Ended March 31, 2022
(In millions)	U.S.		Int’l		Not Allocated to Segments			Total
Revenues from contracts with customers	$	1,714	$	47	$	—		$	1,761
Net loss on commodity derivatives	(29)		—		(114)		(b)	(143)
Income from equity method investments	—		127		—			127
Other income	4		2		2			8
Less costs and expenses:
Production	141		11		—			152
Shipping, handling and other operating	150		9		26			185
Exploration	11		—		—			11
Depreciation, depletion and amortization	404		15		4			423
Taxes other than income	99		—		5			104
General and administrative	30		3		40			73
Net interest and other	—		—		22		(c)	22
Other net periodic benefit costs	—		—		(4)			(4)
Income tax provision (benefit)	193		23		(733)		(d)	(517)
Segment income	$	661	$	115	$	528		$	1,304
Total assets	$	15,684	$	1,102	$	1,195		$	17,981
Capital expenditures(a)	$	346	$	(1)	$	3		$	348

(a)Includes accruals.

(b)Unrealized loss on commodity derivative instruments (See Note 12).

(c)Includes a $17 million gain on 2025 interest rate swaps (See Note 12).

(d)Includes a $685 million benefit related to the partial release of our valuation allowance (See Note 6).

10

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

6.    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 5.

For the three months ended March 31, 2023 and 2022, our effective income tax rates were as follows:

	Three Months Ended March 31,
	2023		2022
Effective income tax rate	21	%	(66)	%

•2022 — Our effective income tax rate was different from our U.S. statutory tax rate of 21% for the three months ended March 31, 2022, due to the release of the valuation allowance on certain U.S. and state deferred tax assets resulting in a non-cash deferred tax benefit of $685 million.

In August 2022, the President signed the Inflation Reduction Act of 2022 (“IRA”) into law. The IRA enacted various income tax provisions, including a 15% corporate book minimum tax. The corporate book minimum tax, which became effective on January 1, 2023, applies to corporations with an average annual adjusted financial statement income that exceeds $1 billion for the preceding three years. Under current law and guidance, we do not anticipate being subject to the corporate book minimum tax in 2023. The U.S. Treasury is expected to publish further guidance and regulations that will be relevant to scoping considerations and the calculation of minimum income tax liabilities. As this guidance is issued, we will continue to evaluate and assess the impact the IRA may have on our current and future period income taxes. We have made an accounting policy election to consider the effects of the corporate book minimum tax on the realizability of our deferred tax assets, carryforwards and tax credits as a period cost when they arise.

7.    Credit Losses

The majority of our receivables are from purchasers of commodities or joint interest owners in properties we operate, both of which are recorded at estimated or invoiced amounts and do not bear interest. The majority of these receivables have payment terms of 30 days or less. At the end of each reporting period, we assess the collectability of our receivables and estimate the expected credit losses using historical data, current market conditions, reasonable and supportable forecasts of future economic conditions and other data as deemed appropriate.

Changes in the allowance for credit losses were as follows:    

(In millions)	March 31, 2023		December 31, 2022
Beginning balance as of January 1	$	10	$	15
Current period provision	2		(3)
Current period write offs	—		(2)
Recoveries of amounts previously reserved	(1)		—
Ending balance	$	11	$	10

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

8.    Inventories

Crude oil and natural gas liquids are recorded at weighted average cost and carried at the lower of cost or net realizable 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.

(In millions)	March 31, 2023		December 31, 2022
Crude oil and natural gas liquids	$	14	$	15
Supplies and other items	122		110
Inventories	$	136	$	125

9.    Property, Plant and Equipment

(In millions)	March 31, 2023		December 31, 2022
United States	$	17,130	$	17,034
International	279		288
Corporate	54		55
Net property, plant and equipment	$	17,463	$	17,377

As of March 31, 2023 and December 31, 2022, we had $10 million and $20 million, respectively, of exploratory well costs capitalized greater than one year related to suspended wells. Management believes these wells exhibit sufficient quantities of hydrocarbons to justify potential development. All of the suspended wells require completion activities in order to classify the reserves as proved. The decrease during the three months ended March 31, 2023 included a reduction in suspended well costs as we recorded $10 million of dry well expense associated with drilled and uncompleted exploratory wells in Permian.

10.    Asset Retirement Obligations

Asset retirement obligations primarily consist of estimated costs to remove, dismantle and restore land or seabed at the end of oil and gas production operations. Changes in asset retirement obligations were as follows:

	March 31,
(In millions)	2023		2022
Beginning balance as of January 1	$	340	$	316
Incurred liabilities, including acquisitions	1		7
Settled liabilities, including dispositions	(9)		(3)
Accretion expense (included in depreciation, depletion and amortization)	4		4
Revisions of estimates	5		—
Ending balance as of March 31, total	$	341	$	324
Ending balance as of March 31, short-term	$	45	$	28

12

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

11. Leases

Lessee

Balance sheet information related to right-of-use (“ROU”) assets and lease liabilities was as follows:

(In millions)	Balance Sheet Location:	March 31, 2023		December 31, 2022
ROU assets:
Operating leases	Other noncurrent assets	$	143	$	123
Finance leases	Other noncurrent assets	22		24
Total ROU assets		$	165	$	147
Lease liabilities:
Current liabilities
Operating leases	Other current liabilities	$	99	$	94
Finance leases	Other current liabilities	6		6
Noncurrent liabilities
Operating leases	Deferred credits and other liabilities	46		32
Finance leases	Deferred credits and other liabilities	16		18
Total lease liabilities		$	167	$	150

Operating Leases

We enter into various lease agreements to support our operations including drilling rigs, well fracturing equipment, compressors, buildings, vessels, vehicles and miscellaneous field equipment. We primarily act as a lessee in these transactions and the majority of our existing leases are classified as either short-term or long-term operating leases.

Finance Leases

In 2018, we signed an agreement with an owner/lessor to construct and lease a new build-to-suit office building in Houston, Texas. The initial lease term is five years and commenced in late September 2021 after the new Houston office was ready for occupancy. In March 2022, we made our first cash lease payment. For the three months ended March 31, 2023, we have made cash lease payments totaling approximately $5 million. At the end of the initial lease term, we can negotiate to extend the lease term for an additional five years, subject to the approval of the participants; purchase the property subject to certain terms and conditions; or remarket the property to an unrelated third party. The lease contains a residual value guarantee of 100% of the total acquisition and construction costs.

Lessor

Our wholly owned subsidiary, Marathon E.G. Production Limited, is a lessor for residential housing in E.G., which is occupied by EGHoldings, a related party equity method investee – see Note 20. The lease was classified as an operating lease and expires in 2024, with a lessee option to extend through 2034. Lease payments are fixed for the entire duration of the agreement at approximately $6 million per year. Our lease income is reported in other income in our consolidated statements of income for all periods presented. The undiscounted cash flows to be received under this lease agreement are summarized below.

(In millions)	Operating Lease Future Cash Receipts
2023	$	5
2024	6
2025	6
2026	6
2027	6
Thereafter	42
Total undiscounted cash flows	$	71

13

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

12.  Derivatives

We may use derivatives to manage a portion of our exposure to commodity price risk, commodity locational risk and interest rate risk. For further information regarding the fair value measurement of derivative instruments, see Note 13. All of our commodity derivatives and interest rate derivatives are subject to enforceable master netting arrangements or similar agreements under which we report net amounts.

The following tables present the gross fair values of our open derivative instruments and the reported net amounts along with their locations in our consolidated balance sheets.

	March 31, 2023
(In millions)	Asset		Liability		Net Asset (Liability)		Balance Sheet Location
Not Designated as Hedges
Commodity	$	12	$	—	$	12	Other current assets
Total Not Designated as Hedges	$	12	$	—	$	12
Cash Flow Hedges
Interest Rate	$	9	$	—	$	9	Other current assets
Interest Rate	11		—		11		Other noncurrent assets
Total Designated Hedges	$	20	$	—	$	20
Total	$	32	$	—	$	32

	December 31, 2022
(In millions)	Asset		Liability		Net Asset (Liability)		Balance Sheet Location
Not Designated as Hedges
Commodity	$	10	$	—	$	10	Other current assets
Total Not Designated as Hedges	$	10	$	—	$	10
Cash Flow Hedges
Interest Rate	$	9	$	—	$	9	Other current assets
Interest Rate	15		—		15		Other noncurrent assets
Total Designated Hedges	$	24	$	—	$	24
Total	$	34	$	—	$	34

Derivatives Not Designated as Hedges

Commodity Derivatives

We have entered into natural gas derivatives indexed to Henry Hub as noted in the table below, related to a portion of our forecasted U.S. sales through 2023. These derivatives are three-way collars. 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 Henry Hub price plus the difference between the floor and the sold put price. These natural gas derivatives were not designated as hedges.

14

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

The following table sets forth outstanding derivative contracts as of March 31, 2023, and the weighted average prices for those contracts:

	2023
	Second Quarter		Third Quarter		Fourth Quarter
Natural Gas
Henry Hub Three-Way Collars
Volume (MMBtu/day)	50,000		50,000		50,000
Weighted average price per MMBtu:
Ceiling	$	11.14	$	11.14	$	11.14
Floor	$	4.00	$	4.00	$	4.00
Sold Put	$	2.50	$	2.50	$	2.50

The unrealized and realized gain (loss) impact of our commodity derivative instruments appears in the table below and is reflected in net gain (loss) on commodity derivatives in the consolidated statements of income.

	Three Months Ended March 31,
(In millions)	2023		2022
Unrealized gain (loss) on derivative instruments, net	$	2	$	(114)
Realized gain (loss) on derivative instruments, net(a)	$	13	$	(29)

(a)During the first quarter of 2023, net cash received for settled derivative positions was $10 million. During the first quarter of 2022, net cash paid for settled derivative positions was $28 million.

Interest Rate Swaps

During 2020, we entered into forward starting interest rate swaps with a notional amount of $350 million to hedge variations in cash flows arising from fluctuations in the LIBOR benchmark interest rate related to forecasted interest payments of a future debt issuance in 2025. The expected proceeds of the future debt issuance were intended to refinance our $900 million 3.85% Senior Notes due 2025 (“2025 Notes”). In September 2021, we fully redeemed these 2025 Notes. In March 2022, we closed these positions and settled the interest rate swaps for proceeds of $44 million. During the three months ended March 31, 2022, we recorded a cumulative $17 million gain within net interest and other within our consolidated statements of income related to these swaps.

Derivatives Designated as Cash Flow Hedges

During 2019, we entered into forward starting interest rate swaps with a maturity date of September 9, 2026 to hedge variations in cash flows related to the interest rate component of future lease payments of our Houston office. As of March 31, 2023 and December 31, 2022, the notional amount of open interest rate swaps for the Houston office was $295 million. The weighted average secured overnight financing rate (“SOFR”) for the swaps was 1.43% as of both March 31, 2023 and December 31, 2022.

The Houston office lease commenced in September 2021, however, our first cash lease payment for February 2022 rent was paid in March 2022. The first settlement date for the interest rate swaps was in January 2022. During the three months ended March 31, 2023, net cash received for the settled interest rate swap positions was $2 million. As of March 31, 2023, we expect to reclassify a $9 million gain from accumulated other comprehensive income into our consolidated statements of income over the next twelve months. See Note 11 for further details regarding Houston office lease.

15

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

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 March 31, 2023 and December 31, 2022 by hierarchy level.

	March 31, 2023
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Commodity(a)	$	—	$	12	$	—	$	12
Interest rate - designated as cash flow hedges	$	—	$	20	$	—	$	20
Derivative instruments, assets	$	—	$	32	$	—	$	32

	December 31, 2022
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Commodity(a)	$	—	$	10	$	—	$	10
Interest rate - designated as cash flow hedges	—		24		—		24
Derivative instruments, assets	$	—	$	34	$	—	$	34

(a)Commodity derivative instruments are recorded on a net basis in our consolidated balance sheet. See Note 12.

As of March 31, 2023, our commodity derivatives include three-way collars. These instruments are measured at fair value using either a Black-Scholes or a modified Black-Scholes Model. For three-way collars, inputs to the models include commodity prices and implied volatility and are categorized as Level 2 because predominantly all assumptions and inputs are observable in active markets throughout the term of the instruments.

The forward starting interest rate swaps are measured at fair value with a market approach using actionable broker quotes, which are Level 2 inputs. See Note 12 for details on the forward starting interest rate swaps.

Fair Values – Financial Instruments

Our current assets and liabilities include financial instruments, the most significant of which are receivables, the current portion of our 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 March 31, 2023 and December 31, 2022.

	March 31, 2023				December 31, 2022
(In millions)	Fair Value		Carrying Amount		Fair Value		Carrying Amount
Financial assets
Other noncurrent assets	10		28		10		28
Total financial assets	$	10	$	28	$	10	$	28
Financial liabilities
Other current liabilities	$	132	$	197	$	140	$	204
Long-term debt, including current portion(a)	5,789		5,878		5,806		5,948
Deferred credits and other liabilities	61		60		73		73
Total financial liabilities	$	5,982	$	6,135	$	6,019	$	6,225

(a)Excludes debt issuance costs.

16

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.

Our fixed rate debt instruments are publicly traded. The fair value of our fixed rate debt is measured using a market approach, based upon quotes from major financial institutions, which are Level 2 inputs. Our floating rate debt is non-public and consists of borrowings under our Term Loan Facility and Revolving Credit Facility. The fair value of our floating rate debt approximates the carrying value and is estimated based on observable market-based inputs, which results in a Level 2 classification.

14.    Debt

Term Loan Facility

In November 2022, we entered into a term credit agreement, which provides for a two-year $1.5 billion term loan facility (“Term Loan Facility”) and we borrowed the full amount thereunder in December 2022. Borrowings under the Term Loan Facility can be prepaid without penalty. As of March 31, 2023, we had $1.5 billion in borrowings under our Term Loan Facility and the weighted average interest rate on borrowings under the Term Loan Facility was 6.36%.

The Term Loan Facility includes a covenant requiring our total debt to total capitalization ratio not to exceed 65% as of the last day of each fiscal quarter. In the event of a default, the lenders holding more than half of the commitments may terminate all of the commitments under the Term Loan Facility and require the immediate repayment of all outstanding borrowings under the Term Loan Facility. As of March 31, 2023, we were in compliance with this covenant with a ratio of 26%.

Revolving Credit Facility

As of March 31, 2023, we had net borrowings of $450 million against our $2.5 billion unsecured Revolving Credit Facility. The weighted average interest rate on borrowings under the Revolving Credit Facility was 6.20%.

The Revolving Credit Facility includes a covenant requiring our total debt to total capitalization ratio not to exceed 65% as of the last day of each fiscal quarter. In the event of a default, the lenders holding more than half of the commitments may terminate the commitments under the Revolving Credit Facility and require the immediate repayment of all outstanding borrowings and the cash collateralization of all outstanding letters of credit under the Revolving Credit Facility. As of March 31, 2023, we were in compliance with this covenant with a ratio of 26%.

Debt Redemption

In March 2023, we redeemed the $70 million 8.5% Senior Notes on the maturity date.

Long-term debt

At March 31, 2023, we had $5.9 billion of total long-term debt outstanding, which includes $131 million of long-term debt due within one year. Refer to our 2022 Annual Report on Form 10-K for a listing of our long-term debt maturities.

Debt Remarketing

On April 3, 2023, we closed a $200 million remarketing to investors of sub-series 2017A-1 bonds that are part of the $1 billion St. John the Baptist Parish, State of Louisiana revenue refunding bonds Series 2017. The bonds are subject to an interest rate of 4.05% and a mandatory purchase date of July 1, 2026. At March 31, 2023, these bonds were included in long-term debt on the consolidated balance sheet.

15.    Stockholders’ Equity

Our Board of Directors has authorized a share repurchase program. During the first three months of 2023, we repurchased approximately 13 million shares of our common stock pursuant to the share repurchase program at a cost of $334 million. Our remaining share repurchase authorization was approximately $2.1 billion at March 31, 2023. Purchases under the program are made at our discretion and may be in either open market transactions, including block purchases, or in privately negotiated transactions using cash on hand, cash generated from operations or proceeds from potential asset sales. This program may be changed based upon our financial condition or changes in market conditions and is subject to termination prior to completion.

17

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

Additionally, during the first three months of 2023 we repurchased $30 million of shares related to our tax withholding obligation associated with the vesting of employee restricted stock awards and restricted stock units; these repurchases do not impact our share repurchase program authorization.

Subsequent to the quarter, we repurchased approximately $110 million of shares of our common stock through May 3, 2023.

16.    Incentive Based Compensation

Stock options, restricted stock and restricted stock units

The following table presents a summary of activity for the first three months of 2023: 

	Stock Options			Restricted Stock & Units
	Number of Shares	Weighted Average Exercise Price		Number of Shares & Units	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2022	1,678,524	$	28.86	4,651,196	$	14.89
Granted	—	$	—	1,832,506	$	25.79
Exercised/Vested	(10,417)	$	10.47	(2,597,783)	$	11.99
Canceled	(39,110)	$	33.10	(76,806)	$	18.38
Outstanding at March 31, 2023	1,628,997	$	28.88	3,809,113	$	22.04

Stock-based performance unit awards

During the first three months of 2023, we granted 222,464 stock-based performance units to eligible officers, which are settled in shares. The grant date fair value per unit was $32.97. During the first three months of 2023, we stock settled the units related to the 2020 grant. At March 31, 2023, there were 686,266 outstanding stock-based performance units to be settled in shares to officers.

During the first three months of 2023, we also granted 222,464 stock-based performance units to eligible officers, which are settled in cash. At the grant date for these performance units, each unit represents the value of one share of our common stock. The fair value of each cash-settled performance unit was $24.06 as of March 31, 2023. During the first three months of 2023, we also cash settled the units related to the 2021 grant. At March 31, 2023, there were 389,507 units outstanding of the stock-based performance unit awards to be settled in cash to officers.

17.    Defined Benefit Postretirement Plans

The following summarizes the components of net periodic benefit costs (credits):

	Three Months Ended March 31,
	Pension Benefits				Other Benefits
(In millions)	2023		2022		2023		2022
Service cost	$	3	$	4	$	—	$	—
Interest cost	3		2		1		—
Expected return on plan assets	(2)		(2)		—		—
Amortization:
– prior service credit	(2)		(2)		(4)		(4)
– actuarial loss	—		—		—		1
Net settlement loss(a)	1		—		—		—
Net periodic benefit costs (credits)(b)	$	3	$	2	$	(3)	$	(3)

(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)Net periodic benefit costs (credits) reflects a calculated market-related value of plan assets which recognizes changes in fair value over three years.

18

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

    During the first three months of 2023, we made contributions of $2 million to our funded pension plan and we expect to make additional contributions of $10 million this year. We also made payments of $3 million and $2 million related to our unfunded pension plan and other postretirement benefit plans, respectively.

18.    Reclassifications Out of Accumulated Other Comprehensive Income (Loss)

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

	Three Months Ended March 31,
(In millions)	2023		2022		Income Statement Line
Postretirement and postemployment plans
Amortization of prior service credit	$	6	$	6	Other net periodic benefit credits
Amortization of actuarial loss	—		(1)		Other net periodic benefit credits
Net settlement loss	(1)		—		Other net periodic benefit credits
Income taxes	(1)		(1)		Provision (benefit) for income taxes
Total reclassifications of (income) expense, net of tax	$	4	$	4	Net income

19.    Supplemental Cash Flow Information

	Three Months Ended March 31,
(In millions)	2023		2022
Included in operating activities:
Interest paid(a)	$	85	$	54
Income taxes paid, net of refunds	$	6	$	12
Noncash investing activities:
Increase in asset retirement costs	$	6	$	7

(a)The increase in the three months ended March 31, 2023 compared to the same period in 2022 was primarily related to interest paid on borrowings under the Term Loan Facility and Revolving Credit Facility.

Other noncash investing activities include accrued capital expenditures for the three months ended March 31, 2023 and 2022 of $180 million and $96 million, respectively.

20.    Equity Method Investments

During the periods ended March 31, 2023 and December 31, 2022 our equity method investees were considered related parties. Our investment in our equity method investees are summarized in the following table:

(In millions)	Ownership as of March 31, 2023	March 31, 2023		December 31, 2022
EGHoldings (a)	56%	$	333	$	287
Alba Plant LLC (b)	52%	176		155
AMPCO (c)	45%	148		135
Total		$	657	$	577

(a)EGHoldings is engaged in LNG production activity.

(b)Alba Plant LLC processes LPG.

(c)AMPCO is engaged in methanol production activity.

19

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

Summarized, 100% combined financial information for equity method investees is as follows:

	Three Months Ended March 31,
(In millions)	2023		2022
Income data:
Revenues and other income	$	306	$	374
Income from operations	159		229
Net income	$	134	$	204

Revenues from related parties were $6 million and $8 million for the three months ended March 31, 2023 and 2022, respectively, with the majority related to EGHoldings in both periods.

Cash received from equity investees is classified as dividends or return of capital on the Consolidated Statements of Cash Flows. Dividends from equity method investees are reflected in the Operating activities section in Equity Method Investments, net while return of capital is reflected in the Investing activities section. Our equity investees did not distribute dividends or return of capital during the three months ended March 31, 2023. Dividends and return of capital received by us during the three months ended March 31, 2022 totaled $54 million.

Current receivables from related parties at March 31, 2023 and December 31, 2022 were $20 million and $36 million, respectively, which primarily related to Alba Plant LLC and EGHoldings in both periods. Payables to related parties at March 31, 2023 and December 31, 2022 were $18 million and $20 million, respectively, with the majority related to Alba Plant LLC in both periods.

21.    Commitments and Contingencies

Various groups, including the State of North Dakota and three Indian tribes (the “Three Affiliated Tribes”) represented by the Bureau of Indian Affairs, have been involved in a dispute regarding the ownership of certain lands underlying the Missouri River and Little Missouri River (the “Disputed Land”) from which we currently produce. As a result, as of March 31, 2023, we have a $164 million current liability in suspended royalty and working interest revenue, including interest, of which $145 million was included within accounts payable and $19 million related to accrued interest and was included within other current liabilities on our consolidated balance sheet. Additionally, we have a long-term receivable of $26 million for capital and expenses. The United States Department of the Interior (“DOI”) has addressed the United States’ position with respect to this dispute several times over the past five years with conflicting opinions. In January 2017, the DOI issued an opinion that the Disputed Land is held in trust for the Three Affiliated Tribes, then in June 2018 and May 2020 the DOI issued opinions concluding that the State of North Dakota held title to the Disputed Land. Most recently, on February 4, 2022, the DOI issued an opinion (“M-Opinion”) concluding the DOI’s position that the Disputed Land is held in trust for the Three Affiliated Tribes. While the latest M-Opinion is binding on all agencies within the DOI, it is not legally binding on third parties, including Marathon Oil, or a court. Depending on the ultimate outcome of this title dispute, the Three Affiliated Tribes could challenge the validity of certain of our leases relating to a portion of the disputed land, and if such challenge were successful it could result in operational delays and additional costs to us. Given the uncertainty in matters such as these, we are unable to predict the ultimate outcome of this matter at this time; however, we believe the resolution of this matter will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

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 addition, we may also be subject to retained liabilities with respect to certain divested assets by operation of law. For example, we are exposed to the risk that owners and/or operators of assets purchased from us become unable to satisfy plugging or abandonment obligations that attach to those assets. In that event, due to operation of law, we may be required to assume plugging or abandonment obligations for those assets. Although we have established reserves for such liabilities, we could be required to accrue additional amounts in the future and these amounts could be material.

Marathon Oil was named in a lawsuit alleging improper royalty deductions in certain of our Oklahoma operations, and after plaintiffs lost their attempt to certify a class action, a settlement was reached, and in the first quarter of 2023 such settlement was approved by the court and paid.

20

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

We have received Notice of Violation (“NOV”)’s from the EPA related to allegations of violations of the Clean Air Act relating to our operations on the Fort Berthold Indian Reservation between 2015 and 2019. We are actively negotiating a draft consent decree with the EPA and Department of Justice containing certain proposed injunctive terms relating to this enforcement action. Resolution of the enforcement action will likely include monetary sanctions and implementation of both environmental mitigation projects and injunctive terms, which would increase both our development costs and operating costs. We maintain an accrual for estimated future costs related to this matter regarding actions required to retrofit or replace existing equipment, which we expect to incur over multiple years. Our accrual does not include possible monetary sanctions or costs associated with mitigation projects as we are unable to estimate those amounts. Through the date of this filing, there exists substantial uncertainty as to the ultimate result of this matter and it is reasonably possible the result could be materially different from our accrual.

The Company received NOV’s from the EPA relating to alleged Clean Air Act violations following flyovers conducted in 2020 and 2022 over certain of the Company’s oil and gas facilities in New Mexico. The notices involve alleged emission and permitting violations. We initiated discussions with the EPA to resolve these matters. As we are still investigating these allegations, we are unable to estimate the potential loss associated with these matters, however, it is reasonably possible that the resolution may result in a fine or penalty in excess of $300,000.

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 offset by the prices we receive for 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. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites. Penalties may be imposed for noncompliance.

At March 31, 2023, accrued liabilities for remediation relating to environmental laws and regulations were not material. It is not presently possible to estimate the ultimate amount of all remediation cost that might be incurred or the penalties that may be imposed.

In the second quarter of 2019, Marathon E.G. Production Limited (“MEGPL”), a consolidated and wholly owned subsidiary, signed a series of agreements to process third-party Alen Unit gas through existing infrastructure located in Punta Europa, E.G. Our equity method investee, Alba Plant LLC, is also a party to some of the agreements. These agreements require (subject to certain limitations) MEGPL to indemnify the owners of the Alen Unit against injury to Alba Plant LLC’s personnel and damage to or loss of Alba Plant LLC’s automobiles, as well as third party claims caused by Alba Plant LLC and certain environmental liabilities arising from certain hydrocarbons in the custody of Alba Plant LLC. At this time, we cannot reasonably estimate this obligation as we do not have any history of prior indemnification claims or environmental discharge or contamination. Therefore, we have not recorded a liability with respect to these indemnities since the amount of potential future payments under these indemnification clauses is not determinable.

The agreements to process the third-party Alen Unit gas required the execution of third-party guarantees by Marathon Oil Corporation in favor of the Alen Unit’s owners. Two separate guarantees were executed during the second quarter of 2020; one for a maximum of approximately $91 million pertaining to the payment obligations of Equatorial Guinea LNG Operations, S.A. and another for a maximum of $25 million pertaining to the payment obligations of Alba Plant LLC. Payment by us would be required if any of those entities fails to honor its payment obligations pursuant to the relevant agreements with the owners of the Alen Unit. Certain owners of the Alen Unit, or their affiliates, are also direct or indirect shareholders in Equatorial Guinea LNG Operations, S.A. and Alba Plant LLC. Each guarantee expires no later than December 31, 2027. We measured these guarantees at fair value using the net present value of premium payments we expect to receive from our investees. Our liability for these guarantees was approximately $4 million as of March 31, 2023. Each of Equatorial Guinea LNG Operations, S.A. and Equatorial Guinea LNG Train 1, S.A. provided us with a pledge of its receivables as recourse against any payments we may make under the guaranty of Equatorial Guinea LNG Operations, S.A.’s performance.

21

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 exploration and production company, focused on U.S. resource plays: Eagle Ford in Texas, Bakken in North Dakota, STACK and SCOOP in Oklahoma and Permian in New Mexico and Texas. Our U.S. assets are complemented by our international operations in E.G. Our overall business strategy is to responsibly deliver competitive corporate return levels, free cash flow and cash returns to shareholders, all of which are sustainable and resilient through long-term commodity price cycles. We expect to achieve our business strategy by adherence to a disciplined reinvestment rate capital allocation framework that limits our capital expenditures relative to our expected cash flow from operations. Keeping our workforce safe, maintaining a strong balance sheet, responsibly meeting global energy demand with a focus on continuously improving environmental performance, serving as a trusted partner in our local communities and maintaining best in-class corporate governance standards are foundational to the execution of our strategy.

In December 2022, we closed on a transaction to acquire approximately 130,000 net proved and unproved acres, with an average 97% working interest, in the Eagle Ford resource play from Ensign Natural Resources (“Ensign”) for cash consideration of $3.0 billion.

Compared to the same period of 2022, we experienced a decrease in revenue and net income from operations and operating cash flow, all of which were impacted by lower commodity prices. Total company net sales volumes increased during the first three months of 2023 when compared to prior year quarter. Below are certain key financial and operational highlights for the quarter:

Financial and operational results

•Our net income was $417 million in the first quarter of 2023 as compared to net income of $1.3 billion in the same period last year. Included in our financial results for the current quarter:

◦Revenues from contracts with customers decreased $194 million compared to the same quarter last year as a result of lower realized commodity prices, partially offset by increased sales.

◦We recorded a net gain of $15 million on commodity derivatives as compared to a net loss of $143 million during the same quarter last year, which increased income by $158 million.

◦Depreciation, depletion and amortization was $520 million, which was an increase of $97 million as compared to the same quarter last year.

◦Our provision for income taxes increased by $626 million compared to the same quarter last year, primarily due to the first quarter of 2022 $685 million non-cash tax benefit from the partial release of a valuation allowance on certain U.S. and state deferred tax assets.

•Successfully integrated the Eagle Ford assets of Ensign into our existing operations in the resource play.

•In March 2023, we announced the signing of a Heads of Agreement (“HOA”) to progress the development of the Equatorial Guinea Regional Gas Mega Hub.

22

•Net sales volumes in the U.S. segment increased 22% compared to the same period last year, primarily driven by increased production from the acreage acquired from Ensign.

Prioritized return of capital to investors and maintained investment grade balance sheet

•In the first three months of 2023, we repurchased $334 million of shares through our share repurchase program.

•As of March 31, 2023, we have $178 million of cash on hand and $2.2 billion of total liquidity.

•Paid $63 million of dividends, or $0.10 per share, during the first three months of 2023, compared to dividends paid of $0.07 per share during the first three months of 2022.

•All three primary credit rating agencies continue to rate us as investment grade, with S&P reaffirming our credit rating in March 2023.

Outlook

Capital Budget

In February 2023, we announced a 2023 capital budget of $1.9 billion to $2.0 billion that prioritizes free cash flow generation over production growth, consistent with our disciplined capital allocation framework. Approximately 60% of the 2023 capital budget is weighted to the first half of the year.

Operations

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

	Three Months Ended March 31,
Net Sales Volumes	2023	2022	Increase (Decrease)
United States (mboed)	341	280	22	%
International (mboed)	56	61	(8)	%
Total (mboed)	397	341	16	%

United States

The following tables provide additional details regarding net sales volumes, sales mix and operational drilling activity for our significant operations within this segment. The increase in net sales volumes in our U.S. segment compared to the same period in the prior year was primarily a result of our acquisition of the Eagle Ford assets of Ensign in December 2022.

	Three Months Ended March 31,
Net Sales Volumes	2023	2022	Increase (Decrease)
Equivalent Barrels (mboed)
Eagle Ford	144	80	80	%
Bakken	95	118	(19)	%
Oklahoma	55	51	8	%
Permian	45	20	125	%
Other United States	2	11	(82)	%
Total United States	341	280	22	%

	Three Months Ended March 31, 2023
Sales Mix - U.S. Resource Plays	Eagle Ford		Bakken		Oklahoma		Permian		Total
Crude oil and condensate	52	%	66	%	22	%	55	%	52	%
Natural gas liquids	23	%	19	%	31	%	23	%	23	%
Natural gas	25	%	15	%	47	%	22	%	25	%

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	Three Months Ended March 31,
Drilling Activity - U.S. Resource Plays	2023	2022
Gross Operated
Eagle Ford:
Wells drilled to total depth	35	29
Wells brought to sales	36	28
Bakken:
Wells drilled to total depth	18	14
Wells brought to sales	17	20
Oklahoma:
Wells drilled to total depth	1	3
Wells brought to sales	5	9
Permian:
Wells drilled to total depth	8	—
Wells brought to sales	8	—

International

Net sales volumes were lower in the first quarter of 2023 as compared to the first quarter of 2022 primarily due to natural decline. In addition, timing of sales impacted the sales volumes of our equity method investees in the quarter. The following table provides details regarding net sales volumes for our operations within this segment:

	Three Months Ended March 31,
Net Sales Volumes	2023	2022	Increase (Decrease)
Equivalent Barrels (mboed)
Equatorial Guinea	56	61	(8)	%
Equity Method Investees
LNG (mtd)	2,112	3,489	(39)	%
Methanol (mtd)	1,378	982	40	%
Condensate and LPG (boed)	8,817	6,914	28	%

Market Conditions

Commodity prices are the most significant factor impacting our revenues, profitability, operating cash flows, the amount of capital we invest in our business, redemption of our debt, payment of dividends and funding of share repurchases. Commodity prices experienced significant volatility in 2022 and this has continued into 2023. Russia’s invasion of Ukraine was a geopolitical shock that caused energy prices to spike significantly higher in early to mid-2022. However, Russian oil production has remained at higher levels than expected, European gas shortages were averted as record levels of LNG were imported into that market and an exceptionally warm winter in both the US and Europe has refilled gas inventories to multi year highs causing prices to fall back significantly. Economic headwinds, caused by increasing interest rates as central banks continue to fight inflation, are a threat to demand growth as we move forward, but demand growth in China could be a significant offset, as they continue to emerge from strict COVID restrictions. Price volatility was also exacerbated by ongoing OPEC+ petroleum supply limitations, strategic petroleum reserve releases and economic sanctions involving producer countries. We continue to expect commodity price volatility given the complex global dynamics of supply and demand that exist in the market. Refer to Item 1A. Risk Factors in our 2022 Annual Report on Form 10-K for further discussion on how volatility in commodity prices could impact us.    

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United States

    The following table presents our average price realizations and the related benchmarks for crude oil and condensate, NGLs and natural gas for the first quarter of 2023 and 2022.

	Three Months Ended March 31,
	2023		2022		Increase (Decrease)
Average Price Realizations(a)
Crude oil and condensate (per bbl)(b)	$	74.69	$	94.43	(21)	%
Natural gas liquids (per bbl)	24.27		37.32		(35)	%
Natural gas (per mcf)(c)	2.95		4.79		(38)	%
Benchmarks
WTI crude oil average of daily prices (per bbl)	$	75.99	$	95.01	(20)	%
Magellan East Houston (“MEH”) crude oil average of daily prices (per bbl)	77.36		96.67		(20)	%
Mont Belvieu NGLs (per bbl)(d)	25.33		38.24		(34)	%
Henry Hub natural gas settlement date average (per mmbtu)	3.42		4.95		(31)	%

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

(b)Inclusion of realized gains (losses) on crude oil derivative instruments would have decreased average price realizations by $2.00 per bbl for the first quarter of 2022.

(c)Inclusion of realized gains (losses) on natural gas derivative instruments would have minimal impact on average price realizations for the first quarter of 2023 and 2022.

(d)Bloomberg Finance LLP: Y-grade Mix NGL of 55% ethane, 25% propane, 5% butane, 8% isobutane and 7% natural gasoline.

Crude oil and condensate – Price realizations may differ from benchmarks due to the quality and location of the product.

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

Natural gas – A significant portion of our volumes are sold at bid-week prices, or first-of-month indices relative to our producing areas.

International (E.G.)    

The following table presents our average price realizations and the related benchmark for crude oil for the first quarter of 2023 and 2022.

	Three Months Ended March 31,
	2023		2022		Increase (Decrease)
Average Price Realizations
Crude oil and condensate (per bbl)	$	58.57	$	59.63	(2)	%
Natural gas liquids (per bbl)	1.00		1.00		—	%
Natural gas (per mcf)	0.24		0.24		—	%
Benchmark
Brent (Europe) crude oil (per bbl)(a)	$	81.17	$	100.30	(19)	%

(a)Average of monthly prices obtained from the United States Energy Information Agency website.

Crude oil and condensate – Alba field liquids production is primarily condensate. We generally sell our share of condensate in relation to the Brent crude benchmark. Alba Plant LLC processes the rich hydrocarbon gas which is supplied by the Alba field under a fixed-price long term contract. Alba Plant LLC extracts NGLs and condensate which is then sold by Alba Plant LLC at market prices, with our share of the revenue reflected in income from equity method investments on the consolidated statements of income. Alba Plant LLC delivers the processed dry natural gas to the Alba Unit Parties for distribution and sale to AMPCO and EG LNG.

Natural gas liquids – Wet gas is sold to Alba Plant LLC at a fixed-price long term contract resulting in realized prices not tracking market price. Alba Plant LLC extracts and keeps NGLs, which are sold at market price, with our share of income from Alba Plant LLC being reflected in the income from equity method investments on the consolidated statements of income.

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Natural gas – Dry natural gas, processed by Alba Plant LLC on behalf of the Alba Unit Parties, is sold by the Alba field to EG LNG and AMPCO at fixed-price contracts resulting in realized prices not tracking market price. The gas sales contracts between Alba Unit and EG LNG and AMPCO expire on December 31, 2023 and in 2026, respectively. We derive additional value from the equity investment in our downstream gas processing units EG LNG and AMPCO. EG LNG sells LNG on a market-based contract and AMPCO markets methanol at market prices. In March 2023, we announced the signing of a HOA to progress the development of the Equatorial Guinea Regional Gas Mega Hub. The next phase involves processing Alba Unit gas under new contractual terms effective January 1, 2024 that would increase our exposure to global LNG market prices. In addition to processing Alba Unit gas, Alba Plant LLC and EG LNG process third-party gas from the Alen field under a combination of a tolling and a market linked profit-sharing arrangement, the benefits of which are included in our respective share of income from equity method investees. This profit-sharing arrangement provides exposure to global LNG market prices.

Results of Operations

Three Months Ended March 31, 2023 vs. Three Months Ended March 31, 2022

Revenues from contracts with customers are presented by segment in the table below:

	Three Months Ended March 31,
(In millions)	2023		2022
Revenues from contracts with customers
United States	$	1,503	$	1,714
International	64		47
Segment revenues from contracts with customers	$	1,567	$	1,761

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.

			Increase (Decrease) Related to
(In millions)	Three Months Ended March 31, 2022		Price Realizations		Net Sales Volumes		Three Months Ended March 31, 2023
United States Price/Volume Analysis
Crude oil and condensate	$	1,341	$	(313)	$	157	$	1,185
Natural gas liquids	216		(91)		44		169
Natural gas	151		(86)		74		139
Other sales	6						10
Total	$	1,714					$	1,503
International Price/Volume Analysis
Crude oil and condensate	$	40	$	(1)	$	18	$	57
Natural gas liquids	1		—		—		1
Natural gas	5		—		—		5
Other sales	1						1
Total	$	47					$	64

Net gain (loss) on commodity derivatives in the first quarter of 2023 was a gain of $15 million, compared to a net loss of $143 million for the same period in 2022. We have commodity derivative contracts which settle against the Henry Hub index. We record commodity derivative gains/losses as the index pricing and forward curves change each period. See Note 12 to the consolidated financial statements for further information.

Income from equity method investments decreased $47 million in the first quarter of 2023, when compared to the first quarter of 2022, primarily as a result of lower prices realized by our equity method investees during the first quarter of 2023.

Production expenses increased $49 million in the first quarter of 2023 versus the same period in 2022, primarily as a result of our acquisition of the Eagle Ford assets of Ensign in December 2022 and inflationary pressures when compared to the first quarter of 2022. In addition, in our International segment, production expenses were higher due to planned major non-routine maintenance that was completed in April 2023.

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The following table provides production expense and production expense rates (expense per boe) for each segment:

	Three Months Ended March 31,
($ in millions; rate in $ per boe)	2023		2022		Increase (Decrease)		2023		2022		Increase (Decrease)
Production Expense and Rate	Expense						Rate
United States	$	178	$	141	26	%	$	5.82	$	5.59	4	%
International	$	23	$	11	109	%	$	4.54	$	1.92	136	%

Shipping, handling and other operating decreased $23 million in the first quarter of 2023 versus the same period in 2022, primarily as a result of costs related to retrofit or replacement of equipment in the Bakken recorded in the first quarter of 2022. See Note 21 to the consolidated financial statements for further information.

Depreciation, depletion and amortization increased $97 million in the first quarter of 2023 primarily as a result of higher production volumes. In addition, the DD&A rate is impacted by capitalized costs and the sales volume mix between fields.

Our segments apply the units-of-production method to the majority of assets, including capitalized asset retirement costs; therefore, volumes have an impact on DD&A expense. The following table provides DD&A expense and DD&A expense rates for each segment:

	Three Months Ended March 31,
($ in millions; rate in $ per boe)	2023		2022		Increase (Decrease)		2023		2022		Increase (Decrease)
DD&A Expense and Rate	Expense						Rate
United States	$	505	$	404	25	%	$	16.46	$	16.02	3	%
International	$	12	$	15	(20)	%	$	2.41	$	2.80	(14)	%

Net interest and other increased $60 million in the first quarter of 2023 primarily as a result of increased interest expense associated with borrowings on our Term Loan Facility and Revolving Credit Facility and the recording of a $17 million gain on the settlement of interest rate swaps in the first quarter of 2022. See Note 12 to the consolidated financial statements for further information.

Provision for income taxes reflects an effective income tax rate of 21% in the first quarter of 2023. The provision for income taxes in the first quarter of 2022 included a non-cash tax benefit of $685 million arising from the partial release of a valuation allowance on certain U.S. and state deferred tax assets. See Note 6 to the consolidated financial statements for further information.

Segment Income

Segment income represents income that excludes certain items not allocated to our operating segments, net of income taxes. See Note 5 to the consolidated financial statements for further details regarding items not allocated to the operating segments.

The following table reconciles segment income to net income:

	Three Months Ended March 31,
(In millions)	2023		2022
United States	$	425	$	661
International	89		115
Segment income	514		776
Items not allocated to segments, net of income taxes	(97)		528
Net income	$	417	$	1,304

United States segment income in the first quarter of 2023 was $425 million of income versus $661 million of income for the same period in 2022. The decrease in income was primarily due to lower price realizations, an increase in DD&A expense and production expense, partially offset by an increase in net sales volumes and realized net gains on commodity derivatives in the first quarter of 2023.

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International segment income in the first quarter of 2023 was $89 million of income versus $115 million of income for the same period in 2022. The decrease was primarily due to lower price realizations by our equity method investees.

Items not allocated to segments, net of income taxes in the first quarter of 2023 was a loss of $97 million versus $528 million of income for the same period in 2022. The decrease was largely attributable to the partial release of a valuation allowance on certain U.S. and state deferred tax assets in the first quarter of 2022, which resulted in a non-cash deferred tax benefit of $685 million. In addition, we had increased interest expense as a result of outstanding borrowings on our Term Loan Facility and Revolving Credit Facility, offset by unrealized net gains on commodity derivatives in the first quarter of 2023.

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, 2022.

Cash Flows

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

	Three Months Ended March 31,
(In millions)	2023		2022
Sources of cash and cash equivalents
Net cash provided by operating activities	$	865	$	1,067
Proceeds from revolving credit facility	175		—
Equity method investments - return of capital	—		7
Other	11		24
Total sources of cash and cash equivalents	$	1,051	$	1,098
Uses of cash and cash equivalents
Additions to property, plant and equipment	$	(532)	$	(332)
Repayments of revolving credit facility	(175)		—
Debt repayment	(70)		—
Shares repurchased under buyback programs	(334)		(592)
Dividends paid	(63)		(52)
Purchases of shares for tax withholding obligations	(30)		(21)
Other	(3)		—
Total uses of cash and cash equivalents	$	(1,207)	$	(997)

Sources of cash and cash equivalents

Cash flows generated from operating activities during the first quarter of 2023 were 19% lower compared to 2022, primarily as a result of lower realized commodity prices, partially offset by higher volumes resulting from our acquisition of the Eagle Ford assets of Ensign in December 2022.

During the first three months of 2023, we borrowed and repaid $175 million under our Revolving Credit Facility. See the Liquidity and Capital Resources section below for further information.

Uses of cash and cash equivalents

During the first three months of 2023, we repurchased approximately 13 million shares of our common stock pursuant to the share repurchase program at a cost of $334 million, paid dividends of $63 million and redeemed the $70 million 8.5% Senior Notes on the maturity date. Additionally, we repurchased $30 million of shares during the first three months of 2023 related to our tax withholding obligations associated with the vesting of employee restricted stock awards and restricted stock units; these repurchases do not impact our share repurchase program authorization.

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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:

	Three Months Ended March 31,
(In millions)	2023		2022
United States	$	597	$	346
International	2		(1)
Not Allocated to Segments (Corporate)	2		3
Total capital expenditures (accrued)	601		348
Change in capital expenditure accrual	(69)		(16)
Total use of cash and cash equivalents for property, plant and equipment	$	532	$	332

The increase in our capital expenditures for the U.S. segment in the first three months of 2023 compared to the same period in 2022 was largely driven by increased investment and drilling related to the Eagle Ford acreage we acquired from Ensign in December 2022. Additionally, inflationary pressures related to oil field services, labor, drilling materials and equipment, as well as increased activity in the current quarter compared to the same period in 2022, contributed to the increase in capital expenditures.

Liquidity and Capital Resources

Capital Resources and Available Liquidity

Our main sources of liquidity are cash and cash equivalents, internally generated cash flow from operations, capital market transactions and our Revolving Credit Facility. At March 31, 2023, we had approximately $2.2 billion of liquidity consisting of $178 million in cash and cash equivalents and $2.1 billion available under our Revolving Credit Facility.

Our working capital requirements are supported by our cash and cash equivalents and our Revolving Credit Facility. We may draw on our Revolving 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 program. Because of the alternatives available to us as discussed above, we believe that our short-term and long-term liquidity are adequate to fund not only our current operations, but also our near-term and long-term funding requirements including our capital spending programs, defined benefit plan contributions, repayment of debt maturities, dividends and other amounts that may ultimately be paid in connection with contingencies. See Note 21 to the consolidated financial statements for further discussion of how our commitments and contingencies could affect our available liquidity. General economic conditions, commodity prices, and financial, business and other factors could affect our operations and our ability to access the capital markets.

We maintain investment grade ratings at all three primary credit rating agencies. A downgrade in our credit ratings could increase our future cost of financing or limit our ability to access capital and could result in additional credit support requirements. 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. See Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022 for a discussion of how a downgrade in our credit ratings could affect us.

We may incur additional debt in order to fund our working capital requirements, capital expenditures, acquisitions or development activities or for general corporate or other purposes. A higher level of indebtedness could increase the risk that our liquidity and financial flexibility deteriorates. See Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022 for a further discussion of how our level of indebtedness could affect us.

Credit Arrangements and Borrowings

In November 2022, we entered into a two-year $1.5 billion Term Loan Facility and borrowed the full amount thereunder in December 2022. The Term Loan Facility can be prepaid without penalty.

As of March 31, 2023, we had net borrowings of $450 million against our $2.5 billion Revolving Credit Facility and $5.9 billion of total long-term debt outstanding, of which $131 million is due within the next year.

Both our Term Loan Facility and Revolving Credit Facility include a covenant requiring that our total debt to total capitalization ratio not exceed 65% as of the last day of the fiscal quarter. Our total debt-to-capital ratio was 26% at both March 31, 2023 and December 31, 2022. See Note 14 to the consolidated financial statements for further information.

Refer to our 2022 Annual Report on Form 10-K for a listing of our long-term debt maturities.

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On April 3, 2023, we closed a $200 million remarketing to investors of sub-series 2017A-1 bonds that are part of the $1 billion St. John the Baptist, State of Louisiana revenue refunding bonds Series 2017. The bonds are subject to an interest rate of 4.05% and a mandatory purchase date of July 1, 2026.

Other sources of liquidity

We have an effective universal shelf registration statement filed with the SEC pursuant to which we, as a “well-known seasoned issuer” for purposes of SEC rules, subject to market conditions, are permitted to issue and sell an indeterminate amount of various types of debt, equity securities and other capital instruments, if and when necessary or perceived by us to be opportune, in one or more public offerings. 

Capital Requirements

Share Repurchase Program

Our Board of Directors has authorized a share repurchase program. Our remaining authorization at March 31, 2023 was approximately $2.1 billion.

Subsequent to the quarter, we repurchased approximately $110 million of shares of our common stock through May 3, 2023.

Dividends

On April 26, 2023, our Board of Directors approved a dividend of $0.10 per share payable June 12, 2023 to stockholders of record at the close of business on May 17, 2023.

Income Taxes

As described in Note 6 to the consolidated financial statements, the IRA was signed into law during 2022. Under current law and guidance, we do not anticipate being subject to the corporate book minimum tax in 2023. The U.S. Treasury is expected to publish further guidance and regulations that will be relevant to scoping considerations and the calculation of minimum income tax liabilities. As this guidance is issued, we will continue to evaluate and assess the impact the IRA may have on our current and future period income taxes. If we conclude that we do trigger the minimum income tax, we may have to make estimated tax payments.

Other Contractual Cash Obligations

As of March 31, 2023, there are no material changes to our consolidated cash obligations to make future payments under existing contracts, as disclosed in our 2022 Annual Report on Form 10-K.

Environmental Matters and Other Contingencies

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 offset by the prices we receive for 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. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites. Penalties may be imposed for noncompliance.

Other than the items set forth in Part II - Item 1. Legal Proceedings, there have been no significant changes to the environmental, health and safety matters under Item 1. Business or Item 3. Legal Proceedings in our 2022 Annual Report on Form 10-K. See Note 21 to the consolidated financial statements for a description of other contingencies.

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Forward-Looking Statements

This Quarterly Report on Form 10-Q 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, capital budget and allocations, reserve estimates, asset quality, production guidance, drilling plans, capital plans, future debt retirement, cost and expense estimates, asset acquisitions and dispositions, expected impacts of the IRA, tax assumptions and allowances, future financial position, statements regarding future commodity prices, anticipated benefits of the Ensign acquisition, and statements regarding management’s other plans and objectives for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “outlook,” “plan,” “positioned,” “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 that our assumptions concerning future events are reasonable, these expectations may not prove to be correct. A number of factors could cause results to differ materially from those indicated by such forward-looking statements including, but not limited to:

•conditions in the oil and gas industry, including supply and demand levels for crude oil and condensate, NGLs and natural gas and the resulting impact on price;

•changes in expected reserve or production levels;

•changes in political or economic conditions in the U.S. and E.G., including changes in foreign currency exchange rates, interest rates, inflation rates and global and domestic market conditions;

•actions taken by the members of OPEC and Russia affecting the production and pricing of crude oil and other global and domestic political, economic or diplomatic developments;

•capital available for exploration and development;

•risks related to our hedging activities;

•voluntary or involuntary curtailments, delays or cancellations of certain drilling activities;

•well production timing;

•liabilities or corrective actions resulting from litigation, other proceedings and investigations or alleged violations of law or permits;

•drilling and operating risks;

•lack of, or disruption in, access to storage capacity, pipelines or other transportation methods;

•availability of drilling rigs, materials and labor, including the costs associated therewith;

•difficulty in obtaining necessary approvals and permits;

•the availability, cost, terms and timing of issuance or execution of, competition for, and challenges to, mineral licenses and leases and governmental and other permits and rights-of-way, and our ability to retain mineral licenses and leases;

•non-performance by third parties of their contractual obligations, including due to bankruptcy;

•administrative impediments or unexpected events that may impact dividends or other distributions, and the timing thereof, from our equity method investees;

•unforeseen hazards such as weather conditions, a health pandemic (including COVID-19), acts of war or terrorist acts and the governmental or military response thereto;

•the impacts of supply chain disruptions that began during the COVID-19 pandemic and the resulting inflationary environment;

•security threats, including cybersecurity threats and disruptions to our business and operations from breaches of our information technology systems, or breaches of the information technology systems, facilities and infrastructure of third parties with which we transact business;

•our ability to achieve, reach or otherwise meet initiatives, plans or ambitions with respect to ESG matters;

•our ability to pay dividends and make share repurchases;

•our ability to secure increased exposure to global LNG market prices;

•impacts of the IRA;

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•the risk that the Ensign assets do not perform consistent with our expectations, including with respect to future production or drilling inventory;

•other geological, operating and economic considerations; and

•the risk factors, forward-looking statements and challenges and uncertainties described in our 2022 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. Except as required by law, we undertake no obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

    We are exposed to market risks in the normal course of business including commodity price risk and interest rate risk. We employ various strategies, including the use of financial derivatives to manage the risks related to commodity price and interest rate fluctuations. See Note 12 and Note 13 to the consolidated financial statements for detail relating to our open commodity 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

As of March 31, 2023, we had open commodity derivatives related to natural gas. Based on the March 31, 2023 published natural gas futures prices, a hypothetical 10% change (per MMBtu for natural gas) would change the fair values of our commodity derivative positions to the following:

(In millions)	Fair Value at March 31, 2023		Hypothetical Price Increase of 10%		Hypothetical Price Decrease of 10%
Derivative asset (liability) - Natural Gas	$	12	$	11	$	14

Interest Rate Risk

At March 31, 2023, our portfolio of current and long-term debt is comprised of floating rate debt and fixed-rate instruments. Our Term Loan Facility and Revolving Credit Facility are floating rate debt instruments, which expose us to the risk of earnings or cash flow losses as the result of potential increases in market interest rates. At March 31, 2023, we had $2.0 billion outstanding borrowings under floating rate debt instruments. Assuming no change in the amount of floating rate debt outstanding, a hypothetical 100 basis point increase in the average interest rate under these borrowings would increase our annual interest expense by approximately $20 million. Actual results may vary due to changes in the amount of floating rate debt outstanding.

At March 31, 2023, we had $3.9 billion outstanding borrowings under fixed-rate debt instruments. Our sensitivity to interest rate movements and corresponding changes in the fair value of our fixed-rate debt portfolio affects our results of operations and cash flows only when we elect to repurchase or otherwise retire fixed-rate debt at prices different than carrying value.

At March 31, 2023, we had forward starting interest rate swap agreements with a total notional amount of $295 million designated as cash flow hedges. We utilize cash flow hedges to manage our exposure to interest rate movements by utilizing interest rate swap agreements to hedge variations in cash flows related to the SOFR interest component of future lease payments on our Houston office. A hypothetical 10% change in interest rates would change the fair values of our cash flow hedges to the following as of March 31, 2023:

(In millions)	Fair Value at March 31, 2023		Hypothetical Interest Rate Increase of 10%		Hypothetical Interest Rate Decrease of 10%
Interest rate asset (liability) - designated as cash flow hedges	$	20	$	23	$	16

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 March 31, 2023.

During the first three months of 2023, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II – OTHER INFORMATION

Item 1. Legal Proceedings

We have received NOV’s from the EPA related to allegations of violations of the Clean Air Act relating to our operations on the Fort Berthold Indian Reservation between 2015 and 2019. We continue to actively negotiate a draft consent decree with the EPA and Department of Justice containing certain proposed injunctive terms relating to this enforcement action. The resolution of the enforcement action will likely include monetary sanctions and implementation of both environmental mitigation projects and injunctive terms, which would increase both our development costs and operating costs. We do not believe resolution of this matter will have a material adverse effect on our business or operations. We maintain an accrual for estimated future costs related to this matter regarding actions required to retrofit or replace existing equipment, which we expect to incur over multiple years. Our accrual does not include possible monetary sanctions or costs associated with mitigation projects as we are unable to estimate those amounts. Through the date of this filing, there exists substantial uncertainty as to the ultimate result of this matter and it is reasonably possible the result could be materially different from our accrual.

The Company received NOV’s from the EPA relating to alleged Clean Air Act violations following flyovers conducted in 2020 and 2022 over certain of the Company’s oil and gas facilities in New Mexico. The notices involve alleged emission and permitting violations. The Company has initiated discussions with the EPA to resolve these matters. As we are still investigating these allegations, we are unable to estimate the potential loss associated with these matters, however, it is reasonably possible that the resolution may result in a fine or penalty in excess of $300,000.

Marathon Oil was named in a lawsuit alleging improper royalty deductions in certain of our Oklahoma operations, and after plaintiffs lost their attempt to certify a class action, a settlement was reached, and in the first quarter of 2023 such settlement was approved by the court and paid.

Other than the items set forth above, there have been no significant changes to Item 3. Legal Proceedings in our 2022 Annual Report on Form 10-K. See Note 21 to the consolidated financial statements included in Part I, Item I for a description of such legal and administrative proceedings and Item 3. Legal Proceedings in our 2022 Annual Report on Form 10-K.

Item 1A. Risk Factors

We are subject to various risks and uncertainties in the course of our business. In addition to the other information set forth in this Quarterly Report on Form 10-Q, the reader should carefully consider the factors discussed in Item 1A. Risk Factors in our 2022 Annual Report on Form 10-K. There have been no material changes or updates to the risk factors previously disclosed in our 2022 Annual Report on Form 10-K.

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

The following table provides information about purchases by Marathon Oil, during the quarter ended March 31, 2023 of equity securities that are registered by Marathon Oil pursuant to Section 12 of the Securities Exchange Act of 1934.

Period	Total Number of Shares Purchased(a)	Average Price Paid per Share(b)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(c)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(b)(c)
01/01/2023 - 01/31/2023	2,011,312	$	27.85	2,010,438	$	2,414,000,321
02/01/2023 - 02/28/2023	4,971,788	$	26.41	4,922,742	$	2,284,000,156
03/01/2023 - 03/31/2023	6,489,962	$	23.76	6,248,996	$	2,136,000,136
Total	13,473,062	$	25.35	13,182,176

(a)290,886 shares of restricted stock were delivered by employees to Marathon Oil, upon vesting, to satisfy tax withholding requirements.

(b)Excludes 1% excise tax on share repurchases.

(c)Refer to our 2022 Annual Report on Form 10-K for historical share repurchase program authorizations and repurchase activity through December 31, 2022. As of March 31, 2023, we have approximately $2.1 billion of authorization remaining under the share repurchase program. Purchases under the program are made at our discretion and may be in either open market transactions, including block purchases or in privately negotiated transactions using cash on hand, cash generated from operations or proceeds from potential asset sales. This program may be changed based upon our financial condition or changes in market conditions and is subject to termination prior to completion. Shares repurchased as of March 31, 2023 were held as treasury stock.

34

Item 6. Exhibits

		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	8-K	3.1	6/1/2018
3.2	Marathon Oil Corporation By-laws (amended and restated as of February 24, 2016)	10-Q	3.2	8/4/2016
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	4.2	2/28/2014
10.1†*	2023 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Performance Unit Award Agreement 2023 - 2024 Performance Cycle for Section 16 Officers
10.2†*	2023 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Performance Unit Award Agreement 2023 - 2025 Performance Cycle for Section 16 Officers
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 - the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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
104*	Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101
*	Filed herewith.
†	Management contract or compensatory plan or arrangement.

35

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.

May 4, 2023		MARATHON OIL CORPORATION
	By:	/s/ Rob L. White
		Rob L. White
		Vice President, Controller and Chief Accounting Officer
		(Duly Authorized Officer)

36

EX-10.1

Exhibit 10.1

MARATHON OIL CORPORATION

2019 INCENTIVE COMPENSATION PLAN

PERFORMANCE UNIT AWARD AGREEMENT

2023 - 2024 PERFORMANCE CYCLE

Section 16 Officer

1.Grant of Performance Units. Pursuant to this Award Agreement and the Marathon Oil Corporation 2019 Incentive Compensation Plan (the “Plan”), MARATHON OIL CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Participant”), an employee of the Corporation or a Subsidiary, on ____________, 2023, [NUMBER] Performance Units, subject to the terms and conditions set forth in this Award Agreement and the Plan. The Participant has no legally binding right to any payment prior to the vesting of the Performance Units in accordance with the terms of this Award Agreement.

2.Relationship to the Plan and Definitions.

(a) This grant of Performance Units is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, that have been adopted by the Committee. Except as defined in this Award Agreement, capitalized terms shall have the same meanings ascribed to them under the Plan. To the extent that any provision of this Award Agreement conflicts with the express terms of the Plan, the terms of the Plan shall control and, if necessary, the applicable provisions of this Award Agreement shall be hereby deemed amended so as to carry out the purpose and intent of the Plan.

(b) For purposes of this Award Agreement:

“Aggregate Banked Value” means, as of any date of determination of level of FCF achieved, the sum of the Banked Values achieved prior to such date.

“Aggregate Banked Vesting Percentage” means, as of any date of determination of level of FCF achieved, the sum of the Banked Vesting Percentages achieved prior to such date (the sum of which will, in no event, exceed 100%).

“Banked Value” means the 50% Banked Value, the 50% Incremental Banked Value or the 100% Banked Value, as applicable, to the extent achieved, as set out in Paragraph 3.

“Banked Vesting Percentage” means the 50% Banked Vesting Percentage, the 50% Incremental Banked Vesting Percentage or the 100% Banked Vesting Percentage, to the extent achieved, as set out in Paragraph 3.

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2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2023 grant)

“Employment” means employment with the Corporation or any of its Subsidiaries. For purposes of this Award Agreement, Employment shall also include any period of time during which the Participant is on Disability status.

“Final Incremental Value” has the meaning set out in Paragraph 4.

“Final Payout Value” has the meaning set out in Paragraph 4.

“Final Vesting Percentage” has the meaning set out in Paragraph 4.

“Forfeiture Event” means the occurrence of at least one of the following: (a) the Corporation is required, pursuant to a determination made by the Securities and Exchange Commission or by the Audit and Finance Committee of the Board, to prepare a material accounting restatement due to the noncompliance of the Corporation with any financial reporting requirement under applicable securities laws as a result of misconduct, and the Committee determines that (1) the Participant knowingly engaged in the misconduct, (2) the Participant was grossly negligent with respect to such misconduct or (3) the Participant knowingly or grossly negligently failed to prevent the misconduct or (b) the Committee concludes that the Participant engaged in fraud, embezzlement or other similar misconduct materially detrimental to the Corporation.

“Free Cash Flow” or “FCF” is free cash flow before dividends, which is defined as “net cash provided by operating activities adjusted for working capital”, less “capital expenditures” and includes “EG LNG return of capital and other”.  FCF will be modified to exclude the impact (whether positive or negative) of any major acquisition or disposition, as determined by the Committee.

“Mandatory Retirement” means termination of Employment as a result of the Corporation’s policy, if any, requiring the mandatory retirement of officers and/or other employees upon reaching a certain age or milestone.

“Performance Cycle” means the period from January 1, 2023, to December 31, 2024.

“Performance Unit” means an unfunded and unsecured right to receive a cash payment determined in accordance with the terms of this Award Agreement and the Plan.

“Retirement” means, for purposes of this Award Agreement, termination of Employment with the Corporation and its Subsidiaries upon the first to occur of: (i) reaching at least age sixty (60) with at least five years of vesting service based on a Participant’s “accredited service date” as reflected in the employment records of the Corporation or its Subsidiaries and (ii) Mandatory Retirement.

“Settlement Time” has the meaning set out in Paragraph 4.

2

2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2023 grant)

“Vesting Percentage” means the percentage (between 0% and 200%) determined by the Committee in accordance with the procedures set forth in Paragraph 3 or Paragraph 8, as applicable, which shall be used to determine the value of each Performance Unit.

3.Determination of Vesting Percentage.

(a)Except as provided in Paragraphs 6 and 8 of this Award Agreement, the Vesting Percentage will depend upon the level of Free Cash Flow achieved by the Corporation as determined by the Committee from time to time. Except as set forth below in respect of a Change in Control or otherwise determined by the Committee, the Committee shall determine the level of Free Cash Flow achieved by the Corporation on a quarterly basis following the end of each quarter forming part of the Performance Cycle. The Vesting Percentage shall correspond to the amount of Free Cash Flow achieved by the Corporation as of the last day of the Performance Cycle based on the following, subject to the remaining provisions of this Paragraph 3, with linear interpolation in the event that the level of Free Cash Flow achieved is between two Free Cash Flow levels set forth below and is at least $386,154,000:

Free Cash Flow ($$)	Vesting Percentage
< $386,154,000	0%
$386,154,000	20%
$2,576,561,000	50%
$3,607,186,000	70%
$5,153,123,000	100%
$5,539,277,000	120%
$6,311,586,000	160%
$7,083,895,000	200%

(b) If, at any time during the Performance Cycle, the Committee determines that the Corporation has achieved Free Cash Flow of at least $2,576,561,000 and, as of such determination, the Corporation has achieved Free Cash Flow of less than $5,153,123,000, then: (i) effective as of such determination, the Vesting Percentage for the Performance Units for the Performance Cycle will be deemed to be 50% (the “50% Banked Vesting Percentage”), and (ii) in respect of the 50% Banked Vesting Percentage, the Banked Value will equal the product obtained by multiplying (A) the number of Performance Units granted under this Award Agreement, (B) fifty percent (50%) and (C) the average of the daily closing price of a share of Common Stock during the final thirty (30) calendar days ending on the last trading day of the calendar quarter in which the 50% Banked Vesting Percentage was achieved (the “50% Banked Value”).

(c) If, at any time during the Performance Cycle, the Committee determines that the Corporation has achieved Free Cash Flow of at least $5,153,123,000, and prior to such determination, the

3

2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2023 grant)

50% Banked Vesting Percentage was achieved pursuant to Paragraph 3(b), then: (i) effective as of such determination, the “50% Incremental Banked Vesting Percentage” will be deemed to have been achieved, and (ii) in respect of the 50% Incremental Banked Vesting Percentage, the Banked Value will equal the product obtained by multiplying (A) the number of Performance Units granted under this Award Agreement, (B) fifty percent (50%) and (C) the average of the daily closing price of a share of Common Stock during the final thirty (30) calendar days ending on the last trading day of the calendar quarter in which the 50% Incremental Banked Vesting Percentage was achieved (the “50% Incremental Banked Value”). The Aggregate Banked Value as of such determination will equal the sum of (x) the 50% Banked Value plus (y) the 50% Incremental Banked Value.

(d) If, at any time during the Performance Cycle, the Committee determines that the Corporation has achieved Free Cash Flow of at least $5,153,123,000, and prior to such determination, neither the 50% Banked Vesting Percentage nor the 50% Incremental Banked Vesting Percentage had been achieved pursuant to Paragraphs 3(b) or 3(c), then: (i) effective as of such determination, the Vesting Percentage for the Performance Units for the Performance Cycle will be deemed to be 100% (the “100% Banked Vesting Percentage”), and (ii) in respect of the 100% Banked Vesting Percentage, the Banked Value will equal the product obtained by multiplying (A) the number of Performance Units granted under this Award Agreement, (B) one hundred percent (100%) and (C) the average of the daily closing price of a share of Common Stock during the final thirty (30) calendar days ending on the last trading day of the calendar quarter in which the 100% Banked Vesting Percentage was achieved (the “100% Banked Value”).

(e) The Committee has sole and absolute authority and discretion to reduce the Vesting Percentage and the Banked Value, including to zero, in either case, as it may deem appropriate; provided, however, that if the Performance Units vest pursuant to Paragraph 8, the Committee shall not reduce the Vesting Percentage or the Banked Value as calculated pursuant to this Paragraph 3 and Paragraph 8.

4.Final Vesting Percentage Determination and Vesting of Performance Units Following Completion of Performance Cycle. Unless the Participant’s right to the Performance Units is previously forfeited or vested in accordance with Paragraphs 5, 6, 7 or 8, as applicable, the Committee shall determine the Vesting Percentage following the close of the Performance Cycle pursuant to Paragraph 3(a) based on the level of Free Cash Flow achieved as of December 31, 2024 (the “Final Vesting Percentage”). Following the Committee’s determination, the Participant shall be eligible to vest in the Performance Units and be entitled to receive a cash payment equal to the sum of (a) the Aggregate Banked Value, if any, plus (b) the Final Incremental Value, if any (the “Final Payout Value”). For purposes of this Paragraph 4, the Final Incremental Value shall be determined as follows:

(a) If the Aggregate Banked Value is zero, the Final Incremental Value will equal the product obtained by multiplying (i) the number of Performance Units granted under this Award Agreement, (ii) the Final Vesting Percentage and (iii) the average of the daily closing price of a share of Common Stock during the final thirty (30) calendar days ending on the last trading day of the Performance Cycle.

4

2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2023 grant)

(b) If the Aggregate Banked Value is positive, the Final Incremental Value will equal the product obtained by multiplying:

(i)(A) the Final Vesting Percentage, minus (B) the Aggregate Banked Vesting Percentage (either 50% or 100%, as applicable);

(ii)the number of Performance Units granted under this Award Agreement; and

(iii)the average of the daily closing price of a share of Common Stock during the final thirty (30) calendar days ending on the last trading day of the Performance Cycle.

Subject to the Participant’s continued Employment through December 31, 2024, payment of the Final Payout Value shall be made on or after January 1, 2025, and not later than March 15, 2025 (the “Settlement Time”). If, in accordance with the Committee’s determination under Paragraphs 3 and 4, the Vesting Percentage is zero, the Participant shall forfeit any and all rights to the Performance Units as of the last day of the Performance Cycle. Upon the vesting and/or forfeiture of the Performance Units and making of the related cash payment of the Final Payout Value (including, if applicable, a cash payment for Dividend Equivalents, as provided in Paragraph 9), if any, the rights of the Participant and the obligations of the Corporation under this Award Agreement shall be satisfied in full.

        5. Termination of Employment Other than due to Death or Retirement. If the Participant’s Employment is terminated prior to the close of the Performance Cycle for any reason other than death or Retirement, the Performance Units shall be forfeited, and the rights of the Participant and the obligations of the Corporation under this Award Agreement shall be terminated.

        6. Vesting Upon Termination of Employment due to Death. If the Participant’s Employment is terminated by reason of death prior to the close of the Performance Cycle, the Participant’s right to receive the Performance Units shall vest in full as of the date of death; the Final Vesting Percentage shall be deemed to be 100%; and the Final Payout Value for the Participant’s Performance Units shall be determined pursuant to Paragraph 4 above, but treating the last trading day of the Performance Cycle as the date of the Participant’s death (or if such day is not a trading day, the first trading day following the Participant’s death). The Final Payout Value as determined under this Paragraph 6 shall be made to the Participant’s estate on or after, but no later than thirty (30) days after, the Participant’s death (such payment date, the “Death Settlement Date”). With respect to any Dividend Equivalents payable pursuant to Paragraph 9, the Corporation shall pay in cash to the Participant’s estate, on the Death Settlement Date, an amount equal to (i) the sum of the aggregate amounts of such Dividend Equivalents credited to the Participant, if any, multiplied by (ii) the number of related Performance Units that vest and are paid hereunder. Such vesting and the making of the related cash payment (including, if applicable, a cash payment for Dividend Equivalents, as provided herein) shall satisfy the rights of the Participant and the obligations of the Corporation under this Award Agreement in full.

5

2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2023 grant)

        7.Vesting for Termination of Employment due to Retirement. In the event of the Retirement of the Participant upon or after completion of half of the Performance Cycle and prior to the completion of the Performance Cycle, the Committee shall determine the Final Payout Value following the close of the Performance Cycle as though the Participant’s employment had not terminated due to Retirement, except that, in determining such Final Payout Value that is applicable to the Participant, the Committee shall consider the contributions of the Participant to the Corporation during the Performance Cycle, including the Participant’s assistance with transition of his or her responsibilities prior to Retirement and whether the Participant provided appropriate notice of his or her intent to retire. Notwithstanding anything herein to the contrary, in the event the Committee determines that the Participant has accepted or intends to accept employment with a competitor of any business unit of the Corporation, the Vesting Percentage (and Final Payout Value) shall be zero. Following the Committee’s determination of the Final Payout Value applicable to the Participant, the Participant shall vest in the Performance Units and be entitled to receive a cash payment equal to the Final Payout Value, pro-rated based on the percentage equal to (a) the days of Participant’s Employment during the Performance Cycle, divided by (b) the total days in the Performance Cycle. With respect to any Dividend Equivalents payable pursuant to Paragraph 9, the Corporation shall pay in cash to the Participant an amount equal to (i) the sum of the aggregate amounts of such Dividend Equivalents credited to the Participant, if any, multiplied by (ii) the number of related Performance Units that vest and are paid hereunder as described in the preceding sentence. Such payments shall be made to the Participant upon the regularly scheduled Settlement Time. If, in accordance with the Committee’s determination under Paragraphs 3 and 4 and this Paragraph, the Final Payout Value is zero, the Participant shall immediately forfeit any and all rights to the Performance Units. Upon the vesting and/or forfeiture of the Performance Units and the making of the related cash payment (including, if applicable, a cash payment for Dividend Equivalents, as provided herein), if any, the rights of the Participant and the obligations of the Corporation under this Award Agreement shall be satisfied in full. In the event of the Retirement of the Participant before completion of half of the Performance Cycle, the Performance Units shall be forfeited as of the date of his or her termination of employment, and the rights of the Participant and the obligations of the Corporation under this Award Agreement shall be terminated.

8.Vesting Upon a Change in Control. Notwithstanding anything herein to the contrary, upon the occurrence of a Change in Control prior to the end of the Performance Cycle, the Participant shall vest in the Vesting Percentage of the Performance Units as determined under this Paragraph 8, unless the Performance Units were previously forfeited or vested in accordance with Paragraphs 5, 6, 7 or 8, as applicable. The Committee shall determine the Vesting Percentage pursuant to Paragraph 3 as though the last regular trading date immediately prior to the effective date of the Change in Control was the last day of the Performance Cycle (such Vesting Percentage, the “Change in Control Vesting Percentage”), and the Committee shall determine the Final Payout Value as follows:

(a) If, as of the date of the Change in Control, the Aggregate Banked Vesting Percentage is zero, the Final Payout Value shall be determined by multiplying (i) the number of Performance Units granted under this Award Agreement, (ii) the greater of (A) the Change in Control Vesting Percentage or (B) one hundred percent (100%) and (iii) the average of the daily closing price of a share of Common Stock

6

2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2023 grant)

during the final thirty (30) calendar days ending on the last trading day immediately preceding the effective date of the Change in Control;

(b) If, as of the date of the Change in Control, the 50% Incremental Banked Vesting Percentage or the 100% Banked Vesting Percentage had been achieved in respect of a prior calendar quarter during the Performance Cycle pursuant to Paragraph 3, and the Change in Control Vesting Percentage does not exceed 100%, then the Final Payout Value will equal the Aggregate Banked Value; or

(c) If, as of the date of the Change in Control, neither Paragraph 8(a) nor Paragraph 8(b) apply, then the Final Payout Value will equal the sum of:

(i)the Aggregate Banked Value; and

(ii) the product obtained by multiplying (A) (1) the greater of 100% or the Change in Control Vesting Percentage, minus (2) the Aggregate Banked Vesting Percentage (either 50% or 100%, as applicable), (B) the number of Performance Units granted under this Award Agreement, and (C) the average of the daily closing price of a share of Common Stock during the final thirty (30) calendar days ending on the last trading day immediately preceding the effective date of the Change in Control.

Payment of the Final Payout Value shall be made on or after, but not later than thirty (30) days after, the Change in Control; provided, however that if such Change in Control fails to qualify as a “change in control event” within the meaning of Treas. Regs. section 1.409A-3(i)(5) or if a later settlement date is otherwise required by Plan terms, then the payment will be made upon the regularly scheduled Settlement Time (the applicable payment timing, the “Change in Control Settlement Time”). With respect to any Dividend Equivalents payable pursuant to Paragraph 9, the Corporation shall pay in cash to the Participant, upon the Change in Control Settlement Time, an amount equal to (i) the sum of the aggregate amounts of such Dividend Equivalents credited to the Participant, if any, multiplied by (ii) the number of related Performance Units that vest and are paid hereunder. Such vesting and the making of the related cash payment (including, if applicable, a cash payment for Dividend Equivalents, as provided herein) shall satisfy the rights of the Participant and the obligations of the Corporation under this Award Agreement in full.

9.Dividend Equivalents. With respect to each of the Performance Units granted under Paragraph 1, the Participant shall be credited with Dividend Equivalents equal to the amount per share of Common Stock of any ordinary cash dividends declared by the Board with record dates during the period beginning on the first day of the Performance Cycle and ending one calendar day prior to the date on which any related vested Performance Units are paid. Except as otherwise provided in Paragraphs 6, 7 and 8, the Corporation shall pay in cash to the Participant an amount equal to (i) the sum of the aggregate amounts

7

2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2023 grant)

of such Dividend Equivalents credited to the Participant, if any, multiplied by (ii) the number of related Performance Units that vest and are paid hereunder, with such amount to be paid upon the regularly scheduled Settlement Time. Any Dividend Equivalents shall be forfeited as and when the related Performance Units are forfeited in accordance with the terms of the Award Agreement.

10.Repayment or Forfeiture Resulting from Forfeiture Event and Other Clawback Provisions.

(a) If there is a Forfeiture Event either while the Participant is employed or within two years after termination of the Participant’s Employment, then the Committee may, but is not obligated to, cause some or all of the Participant’s outstanding Performance Units to be forfeited by the Participant.

(b) If there is a Forfeiture Event either while the Participant is employed or within two years after termination of the Participant’s Employment and a payment has previously been made in settlement of Performance Units granted under this Award Agreement, the Committee may, but is not obligated to, require that the Participant pay to the Corporation an amount (the “Forfeiture Amount”) up to (but not in excess of) the amount paid in settlement of the Performance Units.

(c) This Paragraph 10 shall apply notwithstanding any provision of this Award Agreement to the contrary and is meant to provide the Corporation with rights in addition to any other remedy which may exist in law or in equity. Subparagraphs (a) and (b) shall not apply to the Participant following the effective time of a Change in Control.

Additionally, notwithstanding anything to the contrary herein,to the extent that any payment under this Award Agreement is subject to clawback under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission or the rules of any stock exchange on which the Common Stock is listed or quoted (collectively, “Clawback Rules”), such amount will be clawed back in appropriate circumstances, as determined under the terms and conditions prescribed by such Clawback Rules and the authority issued thereunder. Further, the Corporation will be entitled to the extent permitted or required by any other applicable law and/or policy of the Corporation as in effect from time to time to recoup compensation of whatever kind paid by the Corporation or any of its affiliates at any time to the Participant pursuant to this Award Agreement, except that following the effective time of a Change in Control, the Corporation will be entitled to do so only to the extent required to comply with applicable law, as determined in its sole discretion. Any Performance Units previously granted by the Corporation to the Participant that are outstanding and unvested as of the Grant Date of this Award shall be subject to the same provisions as set forth in this Paragraph 10 to the extent required to comply with applicable law, as determined by the Corporation in its sole discretion, and the Award Agreements for any such Performance Units are deemed so amended.

8

2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2023 grant)

11.Taxes. In all cases, the Participant will be responsible to pay all required withholding taxes associated with the Performance Units.Pursuant to Section 10 of the Plan, the Corporation or its designated representative (which may be a Subsidiary) shall have the right to withhold applicable taxes from the cash and Common Stock otherwise payable to the Participant, or from other compensation payable to the Participant, at the time of the vesting and delivery of such cash and Common Stock payment or such other time as may be required under applicable law, to sell or permit the sale of shares of Common Stock to pay such applicable taxes, or to take such other action as may be necessary in the opinion of the Corporation to satisfy all obligations for withholding.

12.No Stockholder Rights. The Participant shall in no way be entitled to any of the rights of a stockholder of the Corporation as a result of this Award Agreement. Specifically, the Performance Units do not have voting rights.

13.Nonassignability. Upon the Participant’s death, the Performance Units shall be paid out as provided in Paragraph 6 of this Award Agreement. Otherwise, the Participant may not sell, transfer, assign, pledge or otherwise encumber any portion of the Performance Units, and any attempt to sell, transfer, assign, pledge or encumber any portion of the Performance Units shall have no effect.

14.No Employment Guaranteed. Nothing in this Award Agreement shall give the Participant any rights to (or impose any obligations for) continued Employment by the Corporation or any Subsidiary or successor thereto, nor shall it give such entities any rights (or impose any obligations) with respect to continued performance of duties by the Participant.

15.Modification of Agreement. Any modification of this Award Agreement shall be binding only if evidenced in writing and signed by an authorized representative of the Corporation, provided that no modification may, without the consent of the Participant, adversely affect the rights of the Participant under this Award Agreement. Without the consent of the Participant, this Award Agreement may be amended or supplemented (i) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein or (ii) to add to the covenants and agreements of the Corporation for the benefit of the Participant or to add to the rights of the Participant or to surrender any right or power reserved to or conferred upon the Corporation in this Award Agreement; provided, in each case, that such changes or corrections shall not adversely affect the rights of the Participant under this Award Agreement without the Participant’s consent. Additionally, however, notwithstanding the foregoing or anything to the contrary herein, without the consent of the Participant, this Award Agreement may be amended or supplemented to make such changes as the Corporation, upon advice of counsel, (i) determines are necessary or advisable because of the adoption or promulgation of, or change in or of the interpretation of, any law or governmental rule or regulation, including any applicable federal or state securities or tax laws or (ii) determines are necessary or advisable for the Award either not to be subject to or to be compliant with Section 409A. It is the intention that this Award either not be subject to or be compliant with Section 409A and shall be interpreted accordingly.

9

2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2023 grant)

16. Data Privacy. By accepting the Performance Units subject to the terms of this Award Agreement, the Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data, including but not limited to items of data described in this Paragraph 16, by and among the Corporation and its Subsidiaries and affiliates, including the Participant’s employer (collectively referred to as “Marathon Oil” in this Paragraph 16), for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands and acknowledges that Marathon Oil holds certain personal data about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in Marathon Oil, details of all grants or any other entitlement to salary and other cash payments and shares of stock or units awarded, canceled, forfeited, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Plan (which information is collectively referred to as “Data” for purposes of this Paragraph 16). The Participant understands and agrees that Data may be transferred to one or more third parties assisting Marathon Oil in the implementation, administration and management of the Plan, that these recipients may be located in the Participant’s country of citizenship, country of residence or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country of citizenship or country of residence. The Participant understands that he or she may request a list with the names and addresses of any recipients of the Data by contacting his or her local human resources representative. The Participant, by acceptance of the Performance Units subject to the terms of this Award Agreement, authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Participant may elect to deposit shares or cash following the lapse of applicable restrictions, and reporting to applicable tax and other legal authorities. The Participant understands that he or she may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data to correct inaccuracy or refuse or withdraw the consent provided herein, without cost, by contacting the Participant’s local human resources representative in writing. The Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan, and the Participant may obtain additional information about the consequences of refusing to consent or withdrawing consent by contacting his or her local human resources representative.

Marathon Oil Corporation

/s/ Lee M. Tillman

Lee M. Tillman

Chairman, President and

Chief Executive Officer

10

2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2023 grant)

EX-10.2

Exhibit 10.2

MARATHON OIL CORPORATION

2019 INCENTIVE COMPENSATION PLAN

PERFORMANCE UNIT AWARD AGREEMENT

2023 - 2025 PERFORMANCE CYCLE

Section 16 Officer

1.Grant of Performance Units. Pursuant to this Award Agreement and the Marathon Oil Corporation 2019 Incentive Compensation Plan (the “Plan”), MARATHON OIL CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Participant”), an employee of the Corporation or a Subsidiary, on _____________, 2023, [NUMBER] Performance Units, representing the right to receive shares of Common Stock, subject to the terms and conditions set forth in this Award Agreement and the Plan. The Participant has no legally binding right to any payment prior to the vesting of the Performance Units in accordance with the terms of this Award Agreement.

2.Relationship to the Plan and Definitions.

(a) This grant of Performance Units is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, that have been adopted by the Committee. Except as defined in this Award Agreement, capitalized terms shall have the same meanings ascribed to them under the Plan. To the extent that any provision of this Award Agreement conflicts with the express terms of the Plan, the terms of the Plan shall control and, if necessary, the applicable provisions of this Award Agreement shall be hereby deemed amended so as to carry out the purpose and intent of the Plan.

(b) For purposes of this Award Agreement:

“Employment” means employment with the Corporation or any of its Subsidiaries. For purposes of this Award Agreement, Employment shall also include any period of time during which the Participant is on Disability status.

“Forfeiture Event” means the occurrence of at least one of the following: (a) the Corporation is required, pursuant to a determination made by the Securities and Exchange Commission or by the Audit and Finance Committee of the Board, to prepare a material accounting restatement due to the noncompliance of the Corporation with any financial reporting requirement under applicable securities laws as a result of misconduct, and the Committee determines that (1) the Participant knowingly engaged in the misconduct, (2) the Participant was grossly negligent with respect to such misconduct or (3) the Participant knowingly or grossly negligently failed to prevent the misconduct or (b) the Committee concludes that the Participant engaged in fraud, embezzlement or other similar misconduct materially detrimental to the Corporation.

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2019 Plan – Section 16 Officer TSR PSU with 3-year cliff vesting (2023 grant)

“Mandatory Retirement” means termination of Employment as a result of the Corporation’s policy, if any, requiring the mandatory retirement of officers and/or other employees upon reaching a certain age or milestone.

“Peer Group” means the following group of companies (in addition to the Corporation) and indices: APA Corporation (APA), Chesapeake Energy Corporation (CHK), Devon Energy Corporation (DVN), Diamondback Energy, Inc. (FANG), EOG Resources, Inc. (EOG), Hess Corporation (HES), Murphy Oil Corporation (MUR), Ovintiv Inc. (OVV), Pioneer Natural Resources Company (PXD), the S&P 500 Energy Index (SPN01) and the S&P 500 Index (SP50). If, during the Performance Cycle, there is an announcement of any event that if completed would result in any Peer Group company (excluding the Corporation) either ceasing to exist or ceasing to be a company for which TSR can be calculated from publicly available information (a “Corporate Event”), then upon announcement of such Corporate Event, such company (or companies) shall no longer be a Peer Group member, and in determining the Vesting Percentage for these Performance Units, adjustments shall be made as set forth in Paragraph 3(b) below.

“Performance Cycle” means the period from January 1, 2023, to December 31, 2025. Notwithstanding the foregoing, if a Change in Control occurs before December 31, 2025, then the Performance Cycle shall be the period from January 1, 2023, to the last regular trading date immediately preceding the effective date of such Change in Control for purposes of the determination under Paragraph 3.

“Performance Unit” means an unfunded and unsecured right to receive a payment of shares of Common Stock determined in accordance with the terms of this Award Agreement and the Plan.

“Retirement” means, for purposes of this Award Agreement, termination of Employment with the Corporation and its Subsidiaries upon the first to occur of: (i) reaching at least age sixty (60) with at least five years of vesting service based on a Participant’s “accredited service date” as reflected in the employment records of the Corporation or its Subsidiaries and (ii) Mandatory Retirement.

“Settlement Time” has the meaning set forth in Paragraph 4.

“Total Shareholder Return” or “TSR” means the rate of return achieved with respect to the company’s common stock as if: (i) $100 were invested in the company’s stock, assuming a purchase price equal to the average closing price for the ninety (90) calendar days immediately before the start of the Performance Cycle, (ii) all dividends paid during the Performance Cycle were reinvested into additional shares, and (iii) assuming the company’s stock is valued at the end of the Performance Cycle based on the average closing price during the final ninety (90) calendar days of the Performance Cycle.

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“Vesting Percentage” means the percentage (between 0% and 200%) determined by the Committee in accordance with the procedures set forth in Paragraph 3 or Paragraph 8, as applicable, which shall be used to determine the value of each Performance Unit.

3.Determination of Vesting Percentage.

(a)Except as provided in Paragraphs 6 and 8 of this Award Agreement, the Vesting Percentage will depend upon the Corporation’s TSR relative to the TSR of the other companies and indices in the Peer Group. At its first regularly scheduled meeting following the close of the Performance Cycle, the Committee shall determine the Vesting Percentage as follows based on the TSR of the Corporation relative to the TSR of the other companies and indices in the Peer Group:

(1)If the Corporation is one of the top two in the Peer Group’s TSR ranking (i.e., has the highest or the second highest TSR), the Vesting Percentage shall be 200%.

(2)If the Corporation is one of the bottom two in the Peer Group’s TSR ranking (i.e., has the lowest or the next lowest TSR), the Vesting Percentage shall be 0%.

(3)If the Corporation is the third from bottom in the Peer Group’s TSR ranking, the Vesting Percentage shall be 35%.

(4)If the Corporation has any other position in the Peer Group’s TSR ranking (i.e., one that is not in the top two or the bottom three of the Peer Group’s TSR ranking results), linear interpolation will be used between 35% and 200%, based on the proportional relative position of the Corporation’s TSR between the TSR of the 2nd ranked company or index and the company or index with TSR ranked third from the bottom, to determine the applicable Vesting Percentage.

The following table illustrates the methodology:

TSR Ranking of Corporation	Vesting Percentage
1st	200%
2nd	200%
3rd-9th	Determined by linear interpolation between 35% and 200%
10th	35%
11th	0%
12th	0%

(b) If, during the Performance Cycle, there is an announcement of a Corporate Event that results in one of the Peer Group companies ceasing to be a Peer Group member as set forth in the above “Peer Group” definition, then consistent with the original methodology, the Vesting Percentage shall be

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2019 Plan – Section 16 Officer TSR PSU with 3-year cliff vesting (2023 grant)

200% for a TSR ranking in the top two of the new, smaller Peer Group, shall be 0% for a TSR ranking in the bottom two of the new, smaller Peer Group, shall be 35% for a ranking third from the bottom of the new, smaller Peer Group and shall be determined using linear interpolation between 35% and 200% for other positions in the TSR ranking of the new, smaller Peer Group.

(c) The Committee has sole and absolute authority and discretion to reduce the Vesting Percentage, including to zero, as it may deem appropriate (including, but not limited to, if the TSR calculated for the Performance Cycle is negative); provided, however, that if the Performance Units vest pursuant to Paragraph 8, the Committee shall not reduce the Vesting Percentage as calculated pursuant to Paragraph 3(a) and, if applicable, Paragraph 3(b).

4.Vesting of Performance Units. Unless the Participant’s right to the Performance Units is previously forfeited or vested in accordance with Paragraphs 5, 6, 7 or 8, as applicable, the Committee shall determine the Vesting Percentage following the close of the Performance Cycle. Following the Committee’s determination, the Participant shall vest in the Performance Units and be entitled to receive a payment of shares of Common Stock equal to the product of (a) the number of Performance Units granted under this Award Agreement and (b) the Vesting Percentage, as determined by the Committee under Paragraph 3, issued in accordance with and subject to Paragraph 10. Such payment shall be made as soon as administratively feasible following the Committee's determination but, in any event, on or after January 1, 2026, and not later than March 15, 2026 (the “Settlement Time”). If, in accordance with the Committee’s determination under Paragraph 3, the Vesting Percentage is zero, the Participant shall immediately forfeit any and all rights to the Performance Units. Upon the vesting and/or forfeiture of the Performance Units and settling the Performance Units (including, if applicable, a cash payment for Dividend Equivalents, as provided in Paragraph 9), if any, the rights of the Participant and the obligations of the Corporation under this Award Agreement shall be satisfied in full.

5. Termination of Employment Other than due to Death or Retirement. If the Participant’s Employment is terminated prior to the close of the Performance Cycle for any reason other than death or Retirement, the Performance Units shall be forfeited, and the rights of the Participant and the obligations of the Corporation under this Award Agreement shall be terminated.

6. Vesting Upon Termination of Employment due to Death. If the Participant’s Employment is terminated by reason of death prior to the close of the Performance Cycle, the Participant’s right to receive the Performance Units shall vest in full as of the date of death, and the Vesting Percentage shall be 100%. A payment in shares of Common Stock equal to the product of (a) the number of Performance Units granted under this Award Agreement and (b) the Vesting Percentage, as determined under this Paragraph 6, shall be issued in accordance with and subject to Paragraph 10, on or after, but not later than thirty (30) days after, the Participant’s death and transferred to the Participant’s designated beneficiary on file with the Plan’s third party stock plan administrator or, if none, to the Participant’s estate. With respect to any Dividend Equivalents payable pursuant to Paragraph 9, the Corporation shall pay in

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cash to the Participant’s estate, on or after, but not later than thirty (30) days after, the Participant’s death an amount equal to (i) the sum of the aggregate amounts of such Dividend Equivalents credited to the Participant, if any, multiplied by (ii) the number of related Performance Units that vest and are paid hereunder. Such vesting and settling of the Performance Units (including, if applicable, a cash payment for Dividend Equivalents, as provided herein) shall satisfy the rights of the Participant and the obligations of the Corporation under this Award Agreement in full.

7.Vesting Upon Termination of Employment due to Retirement. In the event of the Retirement of the Participant upon or after completion of half of the Performance Cycle, the Committee shall determine the Vesting Percentage following the close of the Performance Cycle. In determining the Vesting Percentage that is applicable to the Participant, the Committee shall consider the contributions of the Participant to the Corporation during the Performance Cycle, including the Participant’s assistance with transition of his or her responsibilities prior to Retirement and whether the Participant provided appropriate notice of his or her intent to retire. Notwithstanding anything herein to the contrary, in the event the Committee determines that the Participant has accepted or intends to accept employment with a competitor of any business unit of the Corporation, the Vesting Percentage shall be zero. Following the Committee’s determination, the Participant shall vest in the Performance Units and be entitled to receive a payment in shares of Common Stock equal to the product of (a) the percentage equal to the days of Participant’s Employment during the Performance Cycle, divided by the total days in the Performance Cycle, (b) the number of Performance Units granted under this Award Agreement and (c) the Vesting Percentage, as determined by the Committee under Paragraph 3 and this Paragraph, issued in accordance with and subject to Paragraph 10. With respect to any Dividend Equivalents payable pursuant to Paragraph 9, the Corporation shall pay in cash to the Participant an amount equal to (i) the sum of the aggregate amounts of such Dividend Equivalents credited to the Participant, if any, multiplied by (ii) the number of related Performance Units that vest and are paid hereunder as described in the preceding sentence. Such payments shall be made upon the regularly scheduled Settlement Time. If, in accordance with the Committee’s determination under Paragraph 3 and this Paragraph, the Vesting Percentage is zero, the Participant shall immediately forfeit any and all rights to the Performance Units. Upon the vesting and/or forfeiture of the Performance Units and the settlement of such Performance Units (including, if applicable, a cash payment for Dividend Equivalents, as provided herein), if any, the rights of the Participant and the obligations of the Corporation under this Award Agreement shall be satisfied in full. In the event of the Retirement of the Participant before completion of half of the Performance Cycle, the Performance Units shall be forfeited as of the date of his or her termination of employment, and the rights of the Participant and the obligations of the Corporation under this Award Agreement shall be terminated.

8.Vesting Upon a Change in Control. Notwithstanding anything herein to the contrary, upon the occurrence of a Change in Control prior to the end of the Performance Cycle, the Participant shall vest in the Performance Units in full, unless the Performance Units were previously forfeited or vested in accordance with Paragraphs 5, 6, 7 or 8, as applicable. The Vesting Percentage shall be the greater of (a) the percentage calculated as provided under Paragraph 3 or (b) 100%. A payment in shares of Common Stock equal to the product of (a) the number of Performance Units granted under this Award Agreement,

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2019 Plan – Section 16 Officer TSR PSU with 3-year cliff vesting (2023 grant)

and (b) the Vesting Percentage, as determined by the Committee under the preceding sentence, issued in accordance with and subject to Paragraph 10, shall be made on or after, but not later than thirty (30) days after, the Change in Control; provided, however, that if such Change in Control fails to qualify as a “change in control event” within the meaning of Treas. Regs. section 1.409A-3(i)(5) or if a later settlement date is otherwise required by Plan terms, then the payment will be made upon the regularly scheduled Settlement Time (the applicable payment timing, the “Change in Control Settlement Time”). With respect to any Dividend Equivalents payable pursuant to Paragraph 9, the Corporation shall pay in cash to the Participant, upon the Change in Control Settlement Time, an amount equal to (i) the sum of the aggregate amounts of such Dividend Equivalents credited to the Participant, if any, multiplied by (ii) the number of related Performance Units that vest and are paid hereunder. Such vesting and settling of the Performance Units (including, if applicable, a cash payment for Dividend Equivalents, as provided herein) shall satisfy the rights of the Participant and the obligations of the Corporation under this Award Agreement in full.

9.Dividend Equivalents. With respect to each of the Performance Units granted under Paragraph 1, the Participant shall be credited with Dividend Equivalents equal to the amount per share of Common Stock of any ordinary cash dividends declared by the Board with record dates during the period beginning on the first day of the Performance Cycle and ending one calendar day prior to the date on which any related vested Performance Units are paid. Except as otherwise provided in Paragraphs 6, 7 and 8, the Corporation shall pay in cash to the Participant an amount equal to (i) the sum of the aggregate amounts of such Dividend Equivalents credited to the Participant, if any, multiplied by (ii) the number of related Performance Units that vest and are paid hereunder, with such amount to be paid upon the regularly scheduled Settlement Time. Any Dividend Equivalents shall be forfeited as and when the related Performance Units are forfeited in accordance with the terms of the Award Agreement.

10. Issuance of Shares. During the period of time between the Grant Date and the earlier of the date on which the Performance Units vest or are forfeited, the Performance Units will be evidenced by a credit to a bookkeeping account evidencing the unfunded and unsecured right of the Participant to receive shares of Common Stock, subject to the terms and conditions applicable to the Performance Units under the Plan and this Award Agreement. Upon the vesting of all or a portion of the Participant's Performance Units pursuant to this Award Agreement, a number of shares of Common Stock equal to the number of vested Performance Units shall be registered in the name of the Participant in accordance with the applicable timing set forth in Paragraphs 4, 6, 7 or 8 herein. No fractional shares will be issued, and any rights to fractional shares of Common Stock will be forfeited without compensation for such fractional shares.

11.Repayment or Forfeiture Resulting from Forfeiture Event and other Clawback Provisions.

(a) If there is a Forfeiture Event either while the Participant is employed or within two years after termination of the Participant’s Employment, then the Committee may, but is not obligated to, cause

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some or all of the Participant’s outstanding Performance Units to be forfeited by the Participant.

(b) If there is a Forfeiture Event either while the Participant is employed or within two years after termination of the Participant’s Employment and a payment has previously been made in settlement of Performance Units granted under this Award Agreement, the Committee may, but is not obligated to, require that the Participant pay to the Corporation an amount (the “Forfeiture Amount”) up to (but not in excess of) the amount paid in settlement of the Performance Units.

(c) This Paragraph 11 shall apply notwithstanding any provision of this Award Agreement to the contrary and is meant to provide the Corporation with rights in addition to any other remedy which may exist in law or in equity. Subparagraphs (a) and (b) shall not apply to the Participant following the effective time of a Change in Control.

Additionally, notwithstanding anything to the contrary herein,to the extent that any payment under this Award Agreement is subject to clawback under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission orthe rules of any stock exchange on which the Common Stock is listed or quoted (collectively, “Clawback Rules”), such amount will be clawed back in appropriate circumstances, as determined under the terms and conditions prescribed by such Clawback Rules and the authority issued thereunder. Further, the Corporation will be entitled to the extent permitted or required by any other applicable law and/or policy of the Corporation as in effect from time to time to recoup compensation of whatever kind paid by the Corporation or any of its affiliates at any time to the Participant pursuant to this Award Agreement, except that following the effective time of a Change in Control, the Corporation will be entitled to do so only to the extent required to comply with applicable law, as determined in its sole discretion. Any Performance Units previously granted by the Corporation to the Participant that are outstanding and unvested as of the Grant Date of this Award shall be subject to the same provisions as set forth in this Paragraph 11 to the extent required to comply with applicable law, as determined by the Corporation in its sole discretion, and the Award Agreements for any such Performance Units are deemed so amended.

12.Taxes. In all cases, the Participant will be responsible to pay all required withholding taxes associated with the Performance Units.Pursuant to Section 10 of the Plan, the Corporation or its designated representative (which may be a Subsidiary) shall have the right to withhold applicable taxes from the cash and Common Stock otherwise payable to the Participant, or from other compensation payable to the Participant, at the time of the vesting and delivery of such cash and Common Stock payment or such other time as may be required under applicable law, to sell or permit the sale of shares of Common Stock to pay such applicable taxes, or to take such other action as may be necessary in the opinion of the Corporation to satisfy all obligations for withholding.

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2019 Plan – Section 16 Officer TSR PSU with 3-year cliff vesting (2023 grant)

13.No Stockholder Rights. The Participant shall in no way be entitled to any of the rights of a stockholder of the Corporation as a result of this Award Agreement. Specifically, the Performance Units do not have voting rights.

14.Nonassignability. Upon the Participant’s death, the Performance Units shall be paid out as provided in Paragraph 6 of this Award Agreement. Otherwise, the Participant may not sell, transfer, assign, pledge or otherwise encumber any portion of the Performance Units, and any attempt to sell, transfer, assign, pledge or encumber any portion of the Performance Units shall have no effect.

15.No Employment Guaranteed. Nothing in this Award Agreement shall give the Participant any rights to (or impose any obligations for) continued Employment by the Corporation or any Subsidiary or successor thereto, nor shall it give such entities any rights (or impose any obligations) with respect to continued performance of duties by the Participant.

16.Modification of Agreement. Any modification of this Award Agreement shall be binding only if evidenced in writing and signed by an authorized representative of the Corporation, provided that no modification may, without the consent of the Participant, adversely affect the rights of the Participant under this Award Agreement. Without the consent of the Participant, this Award Agreement may be amended or supplemented (i) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein or (ii) to add to the covenants and agreements of the Corporation for the benefit of the Participant or to add to the rights of the Participant or to surrender any right or power reserved to or conferred upon the Corporation in this Award Agreement; provided, in each case, that such changes or corrections shall not adversely affect the rights of the Participant under this Award Agreement without the Participant’s consent. Additionally, however, notwithstanding the foregoing or anything to the contrary herein, without the consent of the Participant, this Award Agreement may be amended or supplemented to make such changes as the Corporation, upon advice of counsel, (i) determines are necessary or advisable because of the adoption or promulgation of, or change in or of the interpretation of, any law or governmental rule or regulation, including any applicable federal or state securities or tax laws or (ii) determines are necessary or advisable for the Award either not to be subject to or to be compliant with Section 409A. It is the intention that this Award either not be subject to or be compliant with Section 409A and shall be interpreted accordingly.

17. Data Privacy. By accepting the Performance Units subject to the terms of this Award Agreement, the Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data, including, but not limited to, items of data described in this Paragraph 17, by and among the Corporation and its Subsidiaries and affiliates, including the Participant’s employer (collectively referred to as “Marathon Oil” in this Paragraph 17), for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands and acknowledges that Marathon Oil holds certain personal data about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of

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2019 Plan – Section 16 Officer TSR PSU with 3-year cliff vesting (2023 grant)

stock or directorships held in Marathon Oil, details of all grants or any other entitlement to salary and other cash payments and shares of stock or units awarded, canceled, forfeited, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Plan (which information is collectively referred to as “Data” for purposes of this Paragraph 17). The Participant understands and agrees that Data may be transferred to one or more third parties assisting Marathon Oil in the implementation, administration and management of the Plan, that these recipients may be located in the Participant’s country of citizenship, country of residence or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country of citizenship or country of residence. The Participant understands that he or she may request a list with the names and addresses of any recipients of the Data by contacting his or her local human resources representative. The Participant, by acceptance of the Performance Units subject to the terms of this Award Agreement, authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Participant may elect to deposit shares or cash following the lapse of applicable restrictions, and reporting to applicable tax and other legal authorities. The Participant understands that he or she may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data to correct inaccuracy or refuse or withdraw the consent provided herein, without cost, by contacting the Participant's local human resources representative in writing. The Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan, and the Participant may obtain additional information about the consequences of refusing to consent or withdrawing consent by contacting his or her local human resources representative.

Marathon Oil Corporation

/s/ Lee M. Tillman

Chairman, President and

Chief Executive Officer

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2019 Plan – Section 16 Officer TSR PSU with 3-year cliff vesting (2023 grant)

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:	May 4, 2023	/s/ Lee M. Tillman
		Lee M. Tillman
		Chairman, 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, Dane E. Whitehead, 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:	May 4, 2023	/s/ Dane E. Whitehead
		Dane E. Whitehead
		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 March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lee M. Tillman, Chairman, 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.

May 4, 2023	/s/ Lee M. Tillman
	Lee M. Tillman
	Chairman, 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 March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dane E. Whitehead, 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.

May 4, 2023	/s/ Dane E. Whitehead
	Dane E. Whitehead
	Executive Vice President and Chief Financial Officer

XML

Cover - shares	3 Months Ended
	Mar. 31, 2023	Apr. 28, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	1-1513
Entity Registrant Name	Marathon Oil Corporation
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	25-0996816
Entity Address, Address Line One	990 Town and Country Boulevard,
Entity Address, City or Town	Houston,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77024-2217
City Area Code	(713)
Local Phone Number	629-6600
Title of 12(b) Security	Common Stock, par value $1.00
Trading Symbol	MRO
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		617,604,314
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Amendment Flag	false
Entity Central Index Key	0000101778
Current Fiscal Year End Date	--12-31

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Consolidated Statements of Income (Unaudited) - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenues and other income:
Revenues from contracts with customers	$ 1,567	$ 1,761
Net gain (loss) on commodity derivatives	15	(143)
Income from equity method investments	80	127
Net gain on disposal of assets	5	0
Other income	13	8
Total revenues and other income	1,680	1,753
Costs and expenses:
Production	201	152
Shipping, handling and other operating	162	185
Exploration	15	11
Depreciation, depletion and amortization	520	423
Taxes other than income	95	104
General and administrative	82	73
Total costs and expenses	1,075	948
Income from operations	605	805
Net interest and other	(82)	(22)
Other net periodic benefit credits	3	4
Income before income taxes	526	787
Provision (benefit) for income taxes	109	(517)
Net income	$ 417	$ 1,304
Net income per share:
Basic (in dollars per share)	$ 0.66	$ 1.79
Diluted (in dollars per share)	$ 0.66	$ 1.78
Weighted average common shares outstanding:
Basic (in shares)	628	730
Diluted (in shares)	629	732

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Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 417	$ 1,304
Other comprehensive income, net of tax
Change in actuarial gain (loss) and other for postretirement and postemployment plans	(5)	(4)
Change in derivative hedges unrecognized gain	(2)	12
Other comprehensive income (loss)	(7)	8
Comprehensive income	$ 410	$ 1,312

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Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 178	$ 334
Receivables, net	1,215	1,146
Inventories	136	125
Other current assets	77	66
Total current assets	1,606	1,671
Equity method investments	657	577
Property, plant and equipment, net of accumulated depreciation, depletion and amortization of $24,346 and $23,876	17,463	17,377
Other noncurrent assets	286	315
Total assets	20,012	19,940
Current liabilities:
Accounts payable	1,480	1,279
Payroll and benefits payable	41	90
Accrued taxes	176	171
Other current liabilities	318	364
Long-term debt due within one year	131	402
Total current liabilities	2,146	2,306
Long-term debt	5,723	5,521
Deferred tax liabilities	209	167
Defined benefit postretirement plan obligations	99	100
Asset retirement obligations	296	295
Deferred credits and other liabilities	151	154
Total liabilities	8,624	8,543
Commitments and contingencies (Note 21)
Stockholders’ Equity
Preferred stock – no shares issued or outstanding (no par value, 26 million shares authorized)	0	0
Common stock:
Issued – 937 million shares (par value $1 per share, 1.925 billion shares authorized at March 31, 2023 and December 31, 2022)	937	937
Held in treasury, at cost – 315 million shares and 304 million shares	(7,814)	(7,512)
Additional paid-in capital	7,149	7,203
Retained earnings	11,017	10,663
Accumulated other comprehensive income	99	106
Total stockholders’ equity	11,388	11,397
Total liabilities and stockholders’ equity	$ 20,012	$ 19,940

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Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Property, plant and equipment, accumulated depreciation	$ 24,346	$ 23,876
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Preferred stock, shares authorized (in shares)	26,000,000	26,000,000
Common stock, shares issued (in shares)	937,000,000	937,000,000
Common stock, par value (in dollars per share)	$ 1	$ 1
Common stock, shares authorized (in shares)	1,925,000,000	1,925,000,000
Held in treasury, shares (in shares)	315,000,000	304,000,000

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Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating activities:
Net income	$ 417	$ 1,304
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	520	423
Exploratory dry well costs and unproved property impairments	14	8
Net gain on disposal of assets	(5)	0
Deferred income taxes	85	(548)
Unrealized (gain) loss on derivative instruments, net	(2)	114
Pension and other post retirement benefits, net	(7)	(9)
Stock-based compensation	10	9
Equity method investments, net	(80)	(79)
Changes in:
Current receivables	(86)	(307)
Inventories	(12)	(2)
Current accounts payable and accrued liabilities	30	101
Other current assets and liabilities	(9)	(5)
All other operating, net	(10)	58
Net cash provided by operating activities	865	1,067
Investing activities:
Additions to property, plant and equipment	(532)	(332)
Acquisitions, net of cash acquired	11	0
Disposal of assets, net of cash transferred to the buyer	(1)	2
Equity method investments - return of capital	0	7
Net cash used in investing activities	(522)	(323)
Financing activities:
Proceeds from revolving credit facility	175	0
Repayments of revolving credit facility	(175)	0
Debt repayment	(70)	0
Shares repurchased under buyback programs	(334)	(592)
Dividends paid	(63)	(52)
Purchases of shares for tax withholding obligations	(30)	(21)
All other financing, net	(2)	22
Net cash used in financing activities	(499)	(643)
Net increase (decrease) in cash and cash equivalents	(156)	101
Cash and cash equivalents at beginning of period	334	580
Cash and cash equivalents at end of period	$ 178	$ 681

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Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Millions	Total	Preferred Stock	Common Stock	Treasury Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income
Beginning balance at Dec. 31, 2021	$ 10,686	$ 0	$ 937	$ (4,825)	$ 7,221	$ 7,271	$ 82
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares repurchased under buyback programs	(592)			(592)
Stock-based compensation	12			55	(43)
Net income	1,304					1,304
Other comprehensive income (loss)	8						8
Dividends paid	(52)					(52)
Ending balance at Mar. 31, 2022	11,366	0	937	(5,362)	7,178	8,523	90
Beginning balance at Dec. 31, 2022	11,397	0	937	(7,512)	7,203	10,663	106
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares repurchased under buyback programs	(334)			(334)
Excise tax on shares repurchased	(3)			(3)
Stock-based compensation	(19)			35	(54)
Net income	417					417
Other comprehensive income (loss)	(7)						(7)
Dividends paid	(63)					(63)
Ending balance at Mar. 31, 2023	$ 11,388	$ 0	$ 937	$ (7,814)	$ 7,149	$ 11,017	$ 99

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Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Stockholders' Equity [Abstract]
Dividends paid (in dollars per share)	$ 0.10	$ 0.07

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Basis of Presentation

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

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.

These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2022 Annual Report on Form 10-K. The results of operations for the first quarter of 2023 are not necessarily indicative of the results to be expected for the full year.

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Accounting Standards

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Accounting Standards

Accounting Standards

Accounting Standards Updates Adopted

No accounting standards were adopted in the first quarter of 2023 that had a material impact on our consolidated financial statements.

Accounting Standards Updates Not Yet Adopted

There were no issued but pending accounting standards expected to have a material impact on our consolidated financial statements.

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Income and Dividends per Common Share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Income and Dividends per Common Share

Income and Dividends per Common Share

Basic income per share is based on the weighted average number of common shares outstanding. Diluted income per share assumes exercise of stock options in all periods, provided the effect is not antidilutive. The per share calculations below exclude 1 million and 2 million of antidilutive stock options for the three months ended March 31, 2023 and 2022, respectively.

	Three Months Ended March 31,
(In millions, except per share data)	2023		2022
Net income	$	417	$	1,304
Weighted average common shares outstanding	628		730
Effect of dilutive securities	1		2
Weighted average common shares, diluted	629		732
Net income per share:
Basic	$	0.66	$	1.79
Diluted	$	0.66	$	1.78
Dividends per share	$	0.10	$	0.07

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Revenues

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenues

Revenues

The majority of our revenues are derived from the sale of crude oil and condensate, NGLs and natural gas under spot and term agreements with our customers in the United States and Equatorial Guinea.

As of March 31, 2023 and December 31, 2022, receivables from contracts with customers, included in receivables, less reserves for credit losses, were $943 million and $875 million, respectively.

The following tables present our revenues from contracts with customers disaggregated by product type and geographic areas for the three months ended March 31:

United States

	Three Months Ended March 31, 2023
(In millions)	Eagle Ford		Bakken		Oklahoma		Permian		Other U.S.		Total
Crude oil and condensate	$	495	$	431	$	78	$	170	$	11	$	1,185
Natural gas liquids	71		37		39		22		—		169
Natural gas	56		35		36		11		1		139
Other	2		—		—		—		8		10
Revenues from contracts with customers	$	624	$	503	$	153	$	203	$	20	$	1,503

	Three Months Ended March 31, 2022
(In millions)	Eagle Ford		Bakken		Oklahoma		Permian		Other U.S.		Total
Crude oil and condensate	$	459	$	652	$	99	$	88	$	43	$	1,341
Natural gas liquids	44		89		59		15		9		216
Natural gas	33		43		56		12		7		151
Other	2		—		—		—		4		6
Revenues from contracts with customers	$	538	$	784	$	214	$	115	$	63	$	1,714

International (E.G.)

	Three Months Ended March 31,
(In millions)	2023		2022
Crude oil and condensate	$	57	$	40
Natural gas liquids	1		1
Natural gas	5		5
Other	1		1
Revenues from contracts with customers	$	64	$	47

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Segment Information

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Segment Information

Segment Information

    We have two reportable operating segments. Both of these segments are organized and managed based upon geographic location and the nature of the products and services offered.

•United States (“U.S.”) – explores for, produces and markets crude oil and condensate, NGLs and natural gas in the United States; and

•International (“Int’l”) – explores for, produces and markets crude oil and condensate, NGLs and natural gas outside of the United States as well as produces and markets products manufactured from natural gas, such as LNG and methanol, in Equatorial Guinea (“E.G.”)

    Segment income represents income that excludes certain items not allocated to our operating segments, net of income taxes. A portion of our corporate and operations general and administrative support 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, impairments of proved and certain unproved properties, dry wells, changes in our valuation allowance, unrealized gains or losses on commodity and interest rate derivative instruments, effects of pension settlements and curtailments, expensed transaction costs for business combinations or other items (as determined by the chief operating decision maker (“CODM”)) are not allocated to operating segments.

	Three Months Ended March 31, 2023
(In millions)	U.S.		Int’l		Not Allocated to Segments			Total
Revenues from contracts with customers	$	1,503	$	64	$	—		$	1,567
Net gain on commodity derivatives	13		—		2		(b)	15
Income from equity method investments	—		80		—			80
Net gain on disposal of assets	—		—		5			5
Other income	11		1		1			13
Less costs and expenses:
Production	178		23		—			201
Shipping, handling and other operating	159		3		—			162
Exploration	5		—		10		(c)	15
Depreciation, depletion and amortization	505		12		3			520
Taxes other than income	97		—		(2)			95
General and administrative	35		3		44			82
Net interest and other	—		—		82			82
Other net periodic benefit costs	—		—		(3)			(3)
Income tax provision (benefit)	123		15		(29)			109
Segment income (loss)	$	425	$	89	$	(97)		$	417
Total assets	$	18,696	$	1,148	$	168		$	20,012
Capital expenditures(a)	$	597	$	2	$	2		$	601

(a)Includes accruals and excludes acquisitions.

(b)Unrealized gain on commodity derivative instruments (See Note 12).

(c)Includes $10 million of dry well expense associated with wells in Permian (See Note 9).

	Three Months Ended March 31, 2022
(In millions)	U.S.		Int’l		Not Allocated to Segments			Total
Revenues from contracts with customers	$	1,714	$	47	$	—		$	1,761
Net loss on commodity derivatives	(29)		—		(114)		(b)	(143)
Income from equity method investments	—		127		—			127
Other income	4		2		2			8
Less costs and expenses:
Production	141		11		—			152
Shipping, handling and other operating	150		9		26			185
Exploration	11		—		—			11
Depreciation, depletion and amortization	404		15		4			423
Taxes other than income	99		—		5			104
General and administrative	30		3		40			73
Net interest and other	—		—		22		(c)	22
Other net periodic benefit costs	—		—		(4)			(4)
Income tax provision (benefit)	193		23		(733)		(d)	(517)
Segment income	$	661	$	115	$	528		$	1,304
Total assets	$	15,684	$	1,102	$	1,195		$	17,981
Capital expenditures(a)	$	346	$	(1)	$	3		$	348

(a)Includes accruals.

(b)Unrealized loss on commodity derivative instruments (See Note 12).

(c)Includes a $17 million gain on 2025 interest rate swaps (See Note 12).

(d)Includes a $685 million benefit related to the partial release of our valuation allowance (See Note 6).

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Income Taxes

3 Months Ended

Mar. 31, 2023

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 5.

For the three months ended March 31, 2023 and 2022, our effective income tax rates were as follows:

	Three Months Ended March 31,
	2023		2022
Effective income tax rate	21	%	(66)	%

•2022 — Our effective income tax rate was different from our U.S. statutory tax rate of 21% for the three months ended March 31, 2022, due to the release of the valuation allowance on certain U.S. and state deferred tax assets resulting in a non-cash deferred tax benefit of $685 million.

In August 2022, the President signed the Inflation Reduction Act of 2022 (“IRA”) into law. The IRA enacted various income tax provisions, including a 15% corporate book minimum tax. The corporate book minimum tax, which became effective on January 1, 2023, applies to corporations with an average annual adjusted financial statement income that exceeds $1 billion for the preceding three years. Under current law and guidance, we do not anticipate being subject to the corporate book minimum tax in 2023. The U.S. Treasury is expected to publish further guidance and regulations that will be relevant to scoping considerations and the calculation of minimum income tax liabilities. As this guidance is issued, we will continue to evaluate and assess the impact the IRA may have on our current and future period income taxes. We have made an accounting policy election to consider the effects of the corporate book minimum tax on the realizability of our deferred tax assets, carryforwards and tax credits as a period cost when they arise.

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Credit Losses

3 Months Ended

Mar. 31, 2023

Credit Loss [Abstract]

Credit Losses

Credit Losses

The majority of our receivables are from purchasers of commodities or joint interest owners in properties we operate, both of which are recorded at estimated or invoiced amounts and do not bear interest. The majority of these receivables have payment terms of 30 days or less. At the end of each reporting period, we assess the collectability of our receivables and estimate the expected credit losses using historical data, current market conditions, reasonable and supportable forecasts of future economic conditions and other data as deemed appropriate.

Changes in the allowance for credit losses were as follows:    

(In millions)	March 31, 2023		December 31, 2022
Beginning balance as of January 1	$	10	$	15
Current period provision	2		(3)
Current period write offs	—		(2)
Recoveries of amounts previously reserved	(1)		—
Ending balance	$	11	$	10

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Inventories

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Inventories

Inventories

Crude oil and natural gas liquids are recorded at weighted average cost and carried at the lower of cost or net realizable 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.

(In millions)	March 31, 2023		December 31, 2022
Crude oil and natural gas liquids	$	14	$	15
Supplies and other items	122		110
Inventories	$	136	$	125

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Property, Plant and Equipment

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment

(In millions)	March 31, 2023		December 31, 2022
United States	$	17,130	$	17,034
International	279		288
Corporate	54		55
Net property, plant and equipment	$	17,463	$	17,377

As of March 31, 2023 and December 31, 2022, we had $10 million and $20 million, respectively, of exploratory well costs capitalized greater than one year related to suspended wells. Management believes these wells exhibit sufficient quantities of hydrocarbons to justify potential development. All of the suspended wells require completion activities in order to classify the reserves as proved. The decrease during the three months ended March 31, 2023 included a reduction in suspended well costs as we recorded $10 million of dry well expense associated with drilled and uncompleted exploratory wells in Permian.

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Asset Retirement Obligations

3 Months Ended

Mar. 31, 2023

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligations

Asset Retirement Obligations

Asset retirement obligations primarily consist of estimated costs to remove, dismantle and restore land or seabed at the end of oil and gas production operations. Changes in asset retirement obligations were as follows:

	March 31,
(In millions)	2023		2022
Beginning balance as of January 1	$	340	$	316
Incurred liabilities, including acquisitions	1		7
Settled liabilities, including dispositions	(9)		(3)
Accretion expense (included in depreciation, depletion and amortization)	4		4
Revisions of estimates	5		—
Ending balance as of March 31, total	$	341	$	324
Ending balance as of March 31, short-term	$	45	$	28

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Leases

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Leases

Leases

Lessee

Balance sheet information related to right-of-use (“ROU”) assets and lease liabilities was as follows:

(In millions)	Balance Sheet Location:	March 31, 2023		December 31, 2022
ROU assets:
Operating leases	Other noncurrent assets	$	143	$	123
Finance leases	Other noncurrent assets	22		24
Total ROU assets		$	165	$	147
Lease liabilities:
Current liabilities
Operating leases	Other current liabilities	$	99	$	94
Finance leases	Other current liabilities	6		6
Noncurrent liabilities
Operating leases	Deferred credits and other liabilities	46		32
Finance leases	Deferred credits and other liabilities	16		18
Total lease liabilities		$	167	$	150

Operating Leases

We enter into various lease agreements to support our operations including drilling rigs, well fracturing equipment, compressors, buildings, vessels, vehicles and miscellaneous field equipment. We primarily act as a lessee in these transactions and the majority of our existing leases are classified as either short-term or long-term operating leases.

Finance Leases

In 2018, we signed an agreement with an owner/lessor to construct and lease a new build-to-suit office building in Houston, Texas. The initial lease term is five years and commenced in late September 2021 after the new Houston office was ready for occupancy. In March 2022, we made our first cash lease payment. For the three months ended March 31, 2023, we have made cash lease payments totaling approximately $5 million. At the end of the initial lease term, we can negotiate to extend the lease term for an additional five years, subject to the approval of the participants; purchase the property subject to certain terms and conditions; or remarket the property to an unrelated third party. The lease contains a residual value guarantee of 100% of the total acquisition and construction costs.

Lessor

Our wholly owned subsidiary, Marathon E.G. Production Limited, is a lessor for residential housing in E.G., which is occupied by EGHoldings, a related party equity method investee – see Note 20. The lease was classified as an operating lease and expires in 2024, with a lessee option to extend through 2034. Lease payments are fixed for the entire duration of the agreement at approximately $6 million per year. Our lease income is reported in other income in our consolidated statements of income for all periods presented. The undiscounted cash flows to be received under this lease agreement are summarized below.

(In millions)	Operating Lease Future Cash Receipts
2023	$	5
2024	6
2025	6
2026	6
2027	6
Thereafter	42
Total undiscounted cash flows	$	71

Leases

Leases

Lessee

Balance sheet information related to right-of-use (“ROU”) assets and lease liabilities was as follows:

(In millions)	Balance Sheet Location:	March 31, 2023		December 31, 2022
ROU assets:
Operating leases	Other noncurrent assets	$	143	$	123
Finance leases	Other noncurrent assets	22		24
Total ROU assets		$	165	$	147
Lease liabilities:
Current liabilities
Operating leases	Other current liabilities	$	99	$	94
Finance leases	Other current liabilities	6		6
Noncurrent liabilities
Operating leases	Deferred credits and other liabilities	46		32
Finance leases	Deferred credits and other liabilities	16		18
Total lease liabilities		$	167	$	150

Operating Leases

We enter into various lease agreements to support our operations including drilling rigs, well fracturing equipment, compressors, buildings, vessels, vehicles and miscellaneous field equipment. We primarily act as a lessee in these transactions and the majority of our existing leases are classified as either short-term or long-term operating leases.

Finance Leases

In 2018, we signed an agreement with an owner/lessor to construct and lease a new build-to-suit office building in Houston, Texas. The initial lease term is five years and commenced in late September 2021 after the new Houston office was ready for occupancy. In March 2022, we made our first cash lease payment. For the three months ended March 31, 2023, we have made cash lease payments totaling approximately $5 million. At the end of the initial lease term, we can negotiate to extend the lease term for an additional five years, subject to the approval of the participants; purchase the property subject to certain terms and conditions; or remarket the property to an unrelated third party. The lease contains a residual value guarantee of 100% of the total acquisition and construction costs.

Lessor

Our wholly owned subsidiary, Marathon E.G. Production Limited, is a lessor for residential housing in E.G., which is occupied by EGHoldings, a related party equity method investee – see Note 20. The lease was classified as an operating lease and expires in 2024, with a lessee option to extend through 2034. Lease payments are fixed for the entire duration of the agreement at approximately $6 million per year. Our lease income is reported in other income in our consolidated statements of income for all periods presented. The undiscounted cash flows to be received under this lease agreement are summarized below.

(In millions)	Operating Lease Future Cash Receipts
2023	$	5
2024	6
2025	6
2026	6
2027	6
Thereafter	42
Total undiscounted cash flows	$	71

Leases

Leases

Lessee

Balance sheet information related to right-of-use (“ROU”) assets and lease liabilities was as follows:

(In millions)	Balance Sheet Location:	March 31, 2023		December 31, 2022
ROU assets:
Operating leases	Other noncurrent assets	$	143	$	123
Finance leases	Other noncurrent assets	22		24
Total ROU assets		$	165	$	147
Lease liabilities:
Current liabilities
Operating leases	Other current liabilities	$	99	$	94
Finance leases	Other current liabilities	6		6
Noncurrent liabilities
Operating leases	Deferred credits and other liabilities	46		32
Finance leases	Deferred credits and other liabilities	16		18
Total lease liabilities		$	167	$	150

Operating Leases

We enter into various lease agreements to support our operations including drilling rigs, well fracturing equipment, compressors, buildings, vessels, vehicles and miscellaneous field equipment. We primarily act as a lessee in these transactions and the majority of our existing leases are classified as either short-term or long-term operating leases.

Finance Leases

In 2018, we signed an agreement with an owner/lessor to construct and lease a new build-to-suit office building in Houston, Texas. The initial lease term is five years and commenced in late September 2021 after the new Houston office was ready for occupancy. In March 2022, we made our first cash lease payment. For the three months ended March 31, 2023, we have made cash lease payments totaling approximately $5 million. At the end of the initial lease term, we can negotiate to extend the lease term for an additional five years, subject to the approval of the participants; purchase the property subject to certain terms and conditions; or remarket the property to an unrelated third party. The lease contains a residual value guarantee of 100% of the total acquisition and construction costs.

Lessor

Our wholly owned subsidiary, Marathon E.G. Production Limited, is a lessor for residential housing in E.G., which is occupied by EGHoldings, a related party equity method investee – see Note 20. The lease was classified as an operating lease and expires in 2024, with a lessee option to extend through 2034. Lease payments are fixed for the entire duration of the agreement at approximately $6 million per year. Our lease income is reported in other income in our consolidated statements of income for all periods presented. The undiscounted cash flows to be received under this lease agreement are summarized below.

(In millions)	Operating Lease Future Cash Receipts
2023	$	5
2024	6
2025	6
2026	6
2027	6
Thereafter	42
Total undiscounted cash flows	$	71

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Derivatives

3 Months Ended

Mar. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

Derivatives

We may use derivatives to manage a portion of our exposure to commodity price risk, commodity locational risk and interest rate risk. For further information regarding the fair value measurement of derivative instruments, see Note 13. All of our commodity derivatives and interest rate derivatives are subject to enforceable master netting arrangements or similar agreements under which we report net amounts.

The following tables present the gross fair values of our open derivative instruments and the reported net amounts along with their locations in our consolidated balance sheets.

	March 31, 2023
(In millions)	Asset		Liability		Net Asset (Liability)		Balance Sheet Location
Not Designated as Hedges
Commodity	$	12	$	—	$	12	Other current assets
Total Not Designated as Hedges	$	12	$	—	$	12
Cash Flow Hedges
Interest Rate	$	9	$	—	$	9	Other current assets
Interest Rate	11		—		11		Other noncurrent assets
Total Designated Hedges	$	20	$	—	$	20
Total	$	32	$	—	$	32

	December 31, 2022
(In millions)	Asset		Liability		Net Asset (Liability)		Balance Sheet Location
Not Designated as Hedges
Commodity	$	10	$	—	$	10	Other current assets
Total Not Designated as Hedges	$	10	$	—	$	10
Cash Flow Hedges
Interest Rate	$	9	$	—	$	9	Other current assets
Interest Rate	15		—		15		Other noncurrent assets
Total Designated Hedges	$	24	$	—	$	24
Total	$	34	$	—	$	34

Derivatives Not Designated as Hedges

Commodity Derivatives

We have entered into natural gas derivatives indexed to Henry Hub as noted in the table below, related to a portion of our forecasted U.S. sales through 2023. These derivatives are three-way collars. 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 Henry Hub price plus the difference between the floor and the sold put price. These natural gas derivatives were not designated as hedges.

The following table sets forth outstanding derivative contracts as of March 31, 2023, and the weighted average prices for those contracts:

	2023
	Second Quarter		Third Quarter		Fourth Quarter
Natural Gas
Henry Hub Three-Way Collars
Volume (MMBtu/day)	50,000		50,000		50,000
Weighted average price per MMBtu:
Ceiling	$	11.14	$	11.14	$	11.14
Floor	$	4.00	$	4.00	$	4.00
Sold Put	$	2.50	$	2.50	$	2.50

The unrealized and realized gain (loss) impact of our commodity derivative instruments appears in the table below and is reflected in net gain (loss) on commodity derivatives in the consolidated statements of income.

	Three Months Ended March 31,
(In millions)	2023		2022
Unrealized gain (loss) on derivative instruments, net	$	2	$	(114)
Realized gain (loss) on derivative instruments, net(a)	$	13	$	(29)

(a)During the first quarter of 2023, net cash received for settled derivative positions was $10 million. During the first quarter of 2022, net cash paid for settled derivative positions was $28 million.

Interest Rate Swaps

During 2020, we entered into forward starting interest rate swaps with a notional amount of $350 million to hedge variations in cash flows arising from fluctuations in the LIBOR benchmark interest rate related to forecasted interest payments of a future debt issuance in 2025. The expected proceeds of the future debt issuance were intended to refinance our $900 million 3.85% Senior Notes due 2025 (“2025 Notes”). In September 2021, we fully redeemed these 2025 Notes. In March 2022, we closed these positions and settled the interest rate swaps for proceeds of $44 million. During the three months ended March 31, 2022, we recorded a cumulative $17 million gain within net interest and other within our consolidated statements of income related to these swaps.

Derivatives Designated as Cash Flow Hedges

During 2019, we entered into forward starting interest rate swaps with a maturity date of September 9, 2026 to hedge variations in cash flows related to the interest rate component of future lease payments of our Houston office. As of March 31, 2023 and December 31, 2022, the notional amount of open interest rate swaps for the Houston office was $295 million. The weighted average secured overnight financing rate (“SOFR”) for the swaps was 1.43% as of both March 31, 2023 and December 31, 2022.

The Houston office lease commenced in September 2021, however, our first cash lease payment for February 2022 rent was paid in March 2022. The first settlement date for the interest rate swaps was in January 2022. During the three months ended March 31, 2023, net cash received for the settled interest rate swap positions was $2 million. As of March 31, 2023, we expect to reclassify a $9 million gain from accumulated other comprehensive income into our consolidated statements of income over the next twelve months. See Note 11 for further details regarding Houston office lease.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Fair Values – Recurring

The following tables present assets and liabilities accounted for at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 by hierarchy level.

	March 31, 2023
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Commodity(a)	$	—	$	12	$	—	$	12
Interest rate - designated as cash flow hedges	$	—	$	20	$	—	$	20
Derivative instruments, assets	$	—	$	32	$	—	$	32

	December 31, 2022
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Commodity(a)	$	—	$	10	$	—	$	10
Interest rate - designated as cash flow hedges	—		24		—		24
Derivative instruments, assets	$	—	$	34	$	—	$	34

(a)Commodity derivative instruments are recorded on a net basis in our consolidated balance sheet. See Note 12.

As of March 31, 2023, our commodity derivatives include three-way collars. These instruments are measured at fair value using either a Black-Scholes or a modified Black-Scholes Model. For three-way collars, inputs to the models include commodity prices and implied volatility and are categorized as Level 2 because predominantly all assumptions and inputs are observable in active markets throughout the term of the instruments.

The forward starting interest rate swaps are measured at fair value with a market approach using actionable broker quotes, which are Level 2 inputs. See Note 12 for details on the forward starting interest rate swaps.

Fair Values – Financial Instruments

Our current assets and liabilities include financial instruments, the most significant of which are receivables, the current portion of our 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 March 31, 2023 and December 31, 2022.

	March 31, 2023				December 31, 2022
(In millions)	Fair Value		Carrying Amount		Fair Value		Carrying Amount
Financial assets
Other noncurrent assets	10		28		10		28
Total financial assets	$	10	$	28	$	10	$	28
Financial liabilities
Other current liabilities	$	132	$	197	$	140	$	204
Long-term debt, including current portion(a)	5,789		5,878		5,806		5,948
Deferred credits and other liabilities	61		60		73		73
Total financial liabilities	$	5,982	$	6,135	$	6,019	$	6,225

(a)Excludes debt issuance costs.

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.Our fixed rate debt instruments are publicly traded. The fair value of our fixed rate debt is measured using a market approach, based upon quotes from major financial institutions, which are Level 2 inputs. Our floating rate debt is non-public and consists of borrowings under our Term Loan Facility and Revolving Credit Facility. The fair value of our floating rate debt approximates the carrying value and is estimated based on observable market-based inputs, which results in a Level 2 classification.

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Debt

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Debt

Debt

Term Loan Facility

In November 2022, we entered into a term credit agreement, which provides for a two-year $1.5 billion term loan facility (“Term Loan Facility”) and we borrowed the full amount thereunder in December 2022. Borrowings under the Term Loan Facility can be prepaid without penalty. As of March 31, 2023, we had $1.5 billion in borrowings under our Term Loan Facility and the weighted average interest rate on borrowings under the Term Loan Facility was 6.36%.

The Term Loan Facility includes a covenant requiring our total debt to total capitalization ratio not to exceed 65% as of the last day of each fiscal quarter. In the event of a default, the lenders holding more than half of the commitments may terminate all of the commitments under the Term Loan Facility and require the immediate repayment of all outstanding borrowings under the Term Loan Facility. As of March 31, 2023, we were in compliance with this covenant with a ratio of 26%.

Revolving Credit Facility

As of March 31, 2023, we had net borrowings of $450 million against our $2.5 billion unsecured Revolving Credit Facility. The weighted average interest rate on borrowings under the Revolving Credit Facility was 6.20%.

The Revolving Credit Facility includes a covenant requiring our total debt to total capitalization ratio not to exceed 65% as of the last day of each fiscal quarter. In the event of a default, the lenders holding more than half of the commitments may terminate the commitments under the Revolving Credit Facility and require the immediate repayment of all outstanding borrowings and the cash collateralization of all outstanding letters of credit under the Revolving Credit Facility. As of March 31, 2023, we were in compliance with this covenant with a ratio of 26%.

Debt Redemption

In March 2023, we redeemed the $70 million 8.5% Senior Notes on the maturity date.

Long-term debt

At March 31, 2023, we had $5.9 billion of total long-term debt outstanding, which includes $131 million of long-term debt due within one year. Refer to our 2022 Annual Report on Form 10-K for a listing of our long-term debt maturities.

Debt Remarketing

On April 3, 2023, we closed a $200 million remarketing to investors of sub-series 2017A-1 bonds that are part of the $1 billion St. John the Baptist Parish, State of Louisiana revenue refunding bonds Series 2017. The bonds are subject to an interest rate of 4.05% and a mandatory purchase date of July 1, 2026. At March 31, 2023, these bonds were included in long-term debt on the consolidated balance sheet.

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Stockholders' Equity	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
Stockholders' Equity	Stockholders’ EquityOur Board of Directors has authorized a share repurchase program. During the first three months of 2023, we repurchased approximately 13 million shares of our common stock pursuant to the share repurchase program at a cost of $334 million. Our remaining share repurchase authorization was approximately $2.1 billion at March 31, 2023. Purchases under the program are made at our discretion and may be in either open market transactions, including block purchases, or in privately negotiated transactions using cash on hand, cash generated from operations or proceeds from potential asset sales. This program may be changed based upon our financial condition or changes in market conditions and is subject to termination prior to completion. Additionally, during the first three months of 2023 we repurchased $30 million of shares related to our tax withholding obligation associated with the vesting of employee restricted stock awards and restricted stock units; these repurchases do not impact our share repurchase program authorization.Subsequent to the quarter, we repurchased approximately $110 million of shares of our common stock through May 3, 2023.

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Incentive Based Compensation

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Incentive Based Compensation

Incentive Based Compensation

Stock options, restricted stock and restricted stock units

The following table presents a summary of activity for the first three months of 2023: 

	Stock Options			Restricted Stock & Units
	Number of Shares	Weighted Average Exercise Price		Number of Shares & Units	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2022	1,678,524	$	28.86	4,651,196	$	14.89
Granted	—	$	—	1,832,506	$	25.79
Exercised/Vested	(10,417)	$	10.47	(2,597,783)	$	11.99
Canceled	(39,110)	$	33.10	(76,806)	$	18.38
Outstanding at March 31, 2023	1,628,997	$	28.88	3,809,113	$	22.04

Stock-based performance unit awards

During the first three months of 2023, we granted 222,464 stock-based performance units to eligible officers, which are settled in shares. The grant date fair value per unit was $32.97. During the first three months of 2023, we stock settled the units related to the 2020 grant. At March 31, 2023, there were 686,266 outstanding stock-based performance units to be settled in shares to officers.

During the first three months of 2023, we also granted 222,464 stock-based performance units to eligible officers, which are settled in cash. At the grant date for these performance units, each unit represents the value of one share of our common stock. The fair value of each cash-settled performance unit was $24.06 as of March 31, 2023. During the first three months of 2023, we also cash settled the units related to the 2021 grant. At March 31, 2023, there were 389,507 units outstanding of the stock-based performance unit awards to be settled in cash to officers.

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Defined Benefit Postretirement Plans

3 Months Ended

Mar. 31, 2023

Retirement Benefits [Abstract]

Defined Benefit Postretirement Plans

Defined Benefit Postretirement Plans

The following summarizes the components of net periodic benefit costs (credits):

	Three Months Ended March 31,
	Pension Benefits				Other Benefits
(In millions)	2023		2022		2023		2022
Service cost	$	3	$	4	$	—	$	—
Interest cost	3		2		1		—
Expected return on plan assets	(2)		(2)		—		—
Amortization:
– prior service credit	(2)		(2)		(4)		(4)
– actuarial loss	—		—		—		1
Net settlement loss(a)	1		—		—		—
Net periodic benefit costs (credits)(b)	$	3	$	2	$	(3)	$	(3)

(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)Net periodic benefit costs (credits) reflects a calculated market-related value of plan assets which recognizes changes in fair value over three years.

    During the first three months of 2023, we made contributions of $2 million to our funded pension plan and we expect to make additional contributions of $10 million this year. We also made payments of $3 million and $2 million related to our unfunded pension plan and other postretirement benefit plans, respectively.

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Reclassifications Out of Accumulated Other Comprehensive Income (Loss)

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Reclassifications Out of Accumulated Other Comprehensive Income (Loss)

Reclassifications Out of Accumulated Other Comprehensive Income (Loss)

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

	Three Months Ended March 31,
(In millions)	2023		2022		Income Statement Line
Postretirement and postemployment plans
Amortization of prior service credit	$	6	$	6	Other net periodic benefit credits
Amortization of actuarial loss	—		(1)		Other net periodic benefit credits
Net settlement loss	(1)		—		Other net periodic benefit credits
Income taxes	(1)		(1)		Provision (benefit) for income taxes
Total reclassifications of (income) expense, net of tax	$	4	$	4	Net income

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Supplemental Cash Flow Information

3 Months Ended

Mar. 31, 2023

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

Supplemental Cash Flow Information

	Three Months Ended March 31,
(In millions)	2023		2022
Included in operating activities:
Interest paid(a)	$	85	$	54
Income taxes paid, net of refunds	$	6	$	12
Noncash investing activities:
Increase in asset retirement costs	$	6	$	7

(a)The increase in the three months ended March 31, 2023 compared to the same period in 2022 was primarily related to interest paid on borrowings under the Term Loan Facility and Revolving Credit Facility.

Other noncash investing activities include accrued capital expenditures for the three months ended March 31, 2023 and 2022 of $180 million and $96 million, respectively.

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Equity Method Investments

3 Months Ended

Mar. 31, 2023

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments

Equity Method Investments

During the periods ended March 31, 2023 and December 31, 2022 our equity method investees were considered related parties. Our investment in our equity method investees are summarized in the following table:

(In millions)	Ownership as of March 31, 2023	March 31, 2023		December 31, 2022
EGHoldings (a)	56%	$	333	$	287
Alba Plant LLC (b)	52%	176		155
AMPCO (c)	45%	148		135
Total		$	657	$	577

(a)EGHoldings is engaged in LNG production activity.

(b)Alba Plant LLC processes LPG.

(c)AMPCO is engaged in methanol production activity.

Summarized, 100% combined financial information for equity method investees is as follows:

	Three Months Ended March 31,
(In millions)	2023		2022
Income data:
Revenues and other income	$	306	$	374
Income from operations	159		229
Net income	$	134	$	204

Revenues from related parties were $6 million and $8 million for the three months ended March 31, 2023 and 2022, respectively, with the majority related to EGHoldings in both periods.

Cash received from equity investees is classified as dividends or return of capital on the Consolidated Statements of Cash Flows. Dividends from equity method investees are reflected in the Operating activities section in Equity Method Investments, net while return of capital is reflected in the Investing activities section. Our equity investees did not distribute dividends or return of capital during the three months ended March 31, 2023. Dividends and return of capital received by us during the three months ended March 31, 2022 totaled $54 million.

Current receivables from related parties at March 31, 2023 and December 31, 2022 were $20 million and $36 million, respectively, which primarily related to Alba Plant LLC and EGHoldings in both periods. Payables to related parties at March 31, 2023 and December 31, 2022 were $18 million and $20 million, respectively, with the majority related to Alba Plant LLC in both periods.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Various groups, including the State of North Dakota and three Indian tribes (the “Three Affiliated Tribes”) represented by the Bureau of Indian Affairs, have been involved in a dispute regarding the ownership of certain lands underlying the Missouri River and Little Missouri River (the “Disputed Land”) from which we currently produce. As a result, as of March 31, 2023, we have a $164 million current liability in suspended royalty and working interest revenue, including interest, of which $145 million was included within accounts payable and $19 million related to accrued interest and was included within other current liabilities on our consolidated balance sheet. Additionally, we have a long-term receivable of $26 million for capital and expenses. The United States Department of the Interior (“DOI”) has addressed the United States’ position with respect to this dispute several times over the past five years with conflicting opinions. In January 2017, the DOI issued an opinion that the Disputed Land is held in trust for the Three Affiliated Tribes, then in June 2018 and May 2020 the DOI issued opinions concluding that the State of North Dakota held title to the Disputed Land. Most recently, on February 4, 2022, the DOI issued an opinion (“M-Opinion”) concluding the DOI’s position that the Disputed Land is held in trust for the Three Affiliated Tribes. While the latest M-Opinion is binding on all agencies within the DOI, it is not legally binding on third parties, including Marathon Oil, or a court. Depending on the ultimate outcome of this title dispute, the Three Affiliated Tribes could challenge the validity of certain of our leases relating to a portion of the disputed land, and if such challenge were successful it could result in operational delays and additional costs to us. Given the uncertainty in matters such as these, we are unable to predict the ultimate outcome of this matter at this time; however, we believe the resolution of this matter will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

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 addition, we may also be subject to retained liabilities with respect to certain divested assets by operation of law. For example, we are exposed to the risk that owners and/or operators of assets purchased from us become unable to satisfy plugging or abandonment obligations that attach to those assets. In that event, due to operation of law, we may be required to assume plugging or abandonment obligations for those assets. Although we have established reserves for such liabilities, we could be required to accrue additional amounts in the future and these amounts could be material.

Marathon Oil was named in a lawsuit alleging improper royalty deductions in certain of our Oklahoma operations, and after plaintiffs lost their attempt to certify a class action, a settlement was reached, and in the first quarter of 2023 such settlement was approved by the court and paid.

We have received Notice of Violation (“NOV”)’s from the EPA related to allegations of violations of the Clean Air Act relating to our operations on the Fort Berthold Indian Reservation between 2015 and 2019. We are actively negotiating a draft consent decree with the EPA and Department of Justice containing certain proposed injunctive terms relating to this enforcement action. Resolution of the enforcement action will likely include monetary sanctions and implementation of both environmental mitigation projects and injunctive terms, which would increase both our development costs and operating costs. We maintain an accrual for estimated future costs related to this matter regarding actions required to retrofit or replace existing equipment, which we expect to incur over multiple years. Our accrual does not include possible monetary sanctions or costs associated with mitigation projects as we are unable to estimate those amounts. Through the date of this filing, there exists substantial uncertainty as to the ultimate result of this matter and it is reasonably possible the result could be materially different from our accrual.

The Company received NOV’s from the EPA relating to alleged Clean Air Act violations following flyovers conducted in 2020 and 2022 over certain of the Company’s oil and gas facilities in New Mexico. The notices involve alleged emission and permitting violations. We initiated discussions with the EPA to resolve these matters. As we are still investigating these allegations, we are unable to estimate the potential loss associated with these matters, however, it is reasonably possible that the resolution may result in a fine or penalty in excess of $300,000.

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 offset by the prices we receive for 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. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites. Penalties may be imposed for noncompliance.

At March 31, 2023, accrued liabilities for remediation relating to environmental laws and regulations were not material. It is not presently possible to estimate the ultimate amount of all remediation cost that might be incurred or the penalties that may be imposed.

In the second quarter of 2019, Marathon E.G. Production Limited (“MEGPL”), a consolidated and wholly owned subsidiary, signed a series of agreements to process third-party Alen Unit gas through existing infrastructure located in Punta Europa, E.G. Our equity method investee, Alba Plant LLC, is also a party to some of the agreements. These agreements require (subject to certain limitations) MEGPL to indemnify the owners of the Alen Unit against injury to Alba Plant LLC’s personnel and damage to or loss of Alba Plant LLC’s automobiles, as well as third party claims caused by Alba Plant LLC and certain environmental liabilities arising from certain hydrocarbons in the custody of Alba Plant LLC. At this time, we cannot reasonably estimate this obligation as we do not have any history of prior indemnification claims or environmental discharge or contamination. Therefore, we have not recorded a liability with respect to these indemnities since the amount of potential future payments under these indemnification clauses is not determinable.

The agreements to process the third-party Alen Unit gas required the execution of third-party guarantees by Marathon Oil Corporation in favor of the Alen Unit’s owners. Two separate guarantees were executed during the second quarter of 2020; one for a maximum of approximately $91 million pertaining to the payment obligations of Equatorial Guinea LNG Operations, S.A. and another for a maximum of $25 million pertaining to the payment obligations of Alba Plant LLC. Payment by us would be required if any of those entities fails to honor its payment obligations pursuant to the relevant agreements with the owners of the Alen Unit. Certain owners of the Alen Unit, or their affiliates, are also direct or indirect shareholders in Equatorial Guinea LNG Operations, S.A. and Alba Plant LLC. Each guarantee expires no later than December 31, 2027. We measured these guarantees at fair value using the net present value of premium payments we expect to receive from our investees. Our liability for these guarantees was approximately $4 million as of March 31, 2023. Each of Equatorial Guinea LNG Operations, S.A. and Equatorial Guinea LNG Train 1, S.A. provided us with a pledge of its receivables as recourse against any payments we may make under the guaranty of Equatorial Guinea LNG Operations, S.A.’s performance.

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Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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.

These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2022 Annual Report on Form 10-K. The results of operations for the first quarter of 2023 are not necessarily indicative of the results to be expected for the full year.

Accounting Standards Updates Adopted and Not Yet Adopted

Accounting Standards Updates Adopted

No accounting standards were adopted in the first quarter of 2023 that had a material impact on our consolidated financial statements.

Accounting Standards Updates Not Yet Adopted

There were no issued but pending accounting standards expected to have a material impact on our consolidated financial statements.

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Income and Dividends per Common Share (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Schedule of Income (Loss) Per Share, Basic and Diluted

The per share calculations below exclude 1 million and 2 million of antidilutive stock options for the three months ended March 31, 2023 and 2022, respectively.

	Three Months Ended March 31,
(In millions, except per share data)	2023		2022
Net income	$	417	$	1,304
Weighted average common shares outstanding	628		730
Effect of dilutive securities	1		2
Weighted average common shares, diluted	629		732
Net income per share:
Basic	$	0.66	$	1.79
Diluted	$	0.66	$	1.78
Dividends per share	$	0.10	$	0.07

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Revenues (Tables)

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following tables present our revenues from contracts with customers disaggregated by product type and geographic areas for the three months ended March 31:

United States

	Three Months Ended March 31, 2023
(In millions)	Eagle Ford		Bakken		Oklahoma		Permian		Other U.S.		Total
Crude oil and condensate	$	495	$	431	$	78	$	170	$	11	$	1,185
Natural gas liquids	71		37		39		22		—		169
Natural gas	56		35		36		11		1		139
Other	2		—		—		—		8		10
Revenues from contracts with customers	$	624	$	503	$	153	$	203	$	20	$	1,503

	Three Months Ended March 31, 2022
(In millions)	Eagle Ford		Bakken		Oklahoma		Permian		Other U.S.		Total
Crude oil and condensate	$	459	$	652	$	99	$	88	$	43	$	1,341
Natural gas liquids	44		89		59		15		9		216
Natural gas	33		43		56		12		7		151
Other	2		—		—		—		4		6
Revenues from contracts with customers	$	538	$	784	$	214	$	115	$	63	$	1,714

International (E.G.)

	Three Months Ended March 31,
(In millions)	2023		2022
Crude oil and condensate	$	57	$	40
Natural gas liquids	1		1
Natural gas	5		5
Other	1		1
Revenues from contracts with customers	$	64	$	47

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Schedule of Segment Reporting Information

	Three Months Ended March 31, 2023
(In millions)	U.S.		Int’l		Not Allocated to Segments			Total
Revenues from contracts with customers	$	1,503	$	64	$	—		$	1,567
Net gain on commodity derivatives	13		—		2		(b)	15
Income from equity method investments	—		80		—			80
Net gain on disposal of assets	—		—		5			5
Other income	11		1		1			13
Less costs and expenses:
Production	178		23		—			201
Shipping, handling and other operating	159		3		—			162
Exploration	5		—		10		(c)	15
Depreciation, depletion and amortization	505		12		3			520
Taxes other than income	97		—		(2)			95
General and administrative	35		3		44			82
Net interest and other	—		—		82			82
Other net periodic benefit costs	—		—		(3)			(3)
Income tax provision (benefit)	123		15		(29)			109
Segment income (loss)	$	425	$	89	$	(97)		$	417
Total assets	$	18,696	$	1,148	$	168		$	20,012
Capital expenditures(a)	$	597	$	2	$	2		$	601

(a)Includes accruals and excludes acquisitions.

(b)Unrealized gain on commodity derivative instruments (See Note 12).

(c)Includes $10 million of dry well expense associated with wells in Permian (See Note 9).

	Three Months Ended March 31, 2022
(In millions)	U.S.		Int’l		Not Allocated to Segments			Total
Revenues from contracts with customers	$	1,714	$	47	$	—		$	1,761
Net loss on commodity derivatives	(29)		—		(114)		(b)	(143)
Income from equity method investments	—		127		—			127
Other income	4		2		2			8
Less costs and expenses:
Production	141		11		—			152
Shipping, handling and other operating	150		9		26			185
Exploration	11		—		—			11
Depreciation, depletion and amortization	404		15		4			423
Taxes other than income	99		—		5			104
General and administrative	30		3		40			73
Net interest and other	—		—		22		(c)	22
Other net periodic benefit costs	—		—		(4)			(4)
Income tax provision (benefit)	193		23		(733)		(d)	(517)
Segment income	$	661	$	115	$	528		$	1,304
Total assets	$	15,684	$	1,102	$	1,195		$	17,981
Capital expenditures(a)	$	346	$	(1)	$	3		$	348

(a)Includes accruals.

(b)Unrealized loss on commodity derivative instruments (See Note 12).

(c)Includes a $17 million gain on 2025 interest rate swaps (See Note 12).

(d)Includes a $685 million benefit related to the partial release of our valuation allowance (See Note 6).

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Income Taxes (Tables)

3 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

For the three months ended March 31, 2023 and 2022, our effective income tax rates were as follows:

	Three Months Ended March 31,
	2023		2022
Effective income tax rate	21	%	(66)	%

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Credit Losses (Tables)

3 Months Ended

Mar. 31, 2023

Credit Loss [Abstract]

Schedule of Allowance for Doubtful Accounts Balance

Changes in the allowance for credit losses were as follows:    

(In millions)	March 31, 2023		December 31, 2022
Beginning balance as of January 1	$	10	$	15
Current period provision	2		(3)
Current period write offs	—		(2)
Recoveries of amounts previously reserved	(1)		—
Ending balance	$	11	$	10

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Inventories (Tables)

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

(In millions)	March 31, 2023		December 31, 2022
Crude oil and natural gas liquids	$	14	$	15
Supplies and other items	122		110
Inventories	$	136	$	125

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Property, Plant and Equipment (Tables)

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

(In millions)	March 31, 2023		December 31, 2022
United States	$	17,130	$	17,034
International	279		288
Corporate	54		55
Net property, plant and equipment	$	17,463	$	17,377

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Asset Retirement Obligations (Tables)

3 Months Ended

Mar. 31, 2023

Asset Retirement Obligation Disclosure [Abstract]

Schedule of Changes in Asset Retirement Obligations

Asset retirement obligations primarily consist of estimated costs to remove, dismantle and restore land or seabed at the end of oil and gas production operations. Changes in asset retirement obligations were as follows:

	March 31,
(In millions)	2023		2022
Beginning balance as of January 1	$	340	$	316
Incurred liabilities, including acquisitions	1		7
Settled liabilities, including dispositions	(9)		(3)
Accretion expense (included in depreciation, depletion and amortization)	4		4
Revisions of estimates	5		—
Ending balance as of March 31, total	$	341	$	324
Ending balance as of March 31, short-term	$	45	$	28

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Leases (Tables)

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Schedule of Supplemental Balance Sheet Information

Balance sheet information related to right-of-use (“ROU”) assets and lease liabilities was as follows:

(In millions)	Balance Sheet Location:	March 31, 2023		December 31, 2022
ROU assets:
Operating leases	Other noncurrent assets	$	143	$	123
Finance leases	Other noncurrent assets	22		24
Total ROU assets		$	165	$	147
Lease liabilities:
Current liabilities
Operating leases	Other current liabilities	$	99	$	94
Finance leases	Other current liabilities	6		6
Noncurrent liabilities
Operating leases	Deferred credits and other liabilities	46		32
Finance leases	Deferred credits and other liabilities	16		18
Total lease liabilities		$	167	$	150

Schedule of Operating Lease, Undiscounted Cash Flows to be Received

The undiscounted cash flows to be received under this lease agreement are summarized below.

(In millions)	Operating Lease Future Cash Receipts
2023	$	5
2024	6
2025	6
2026	6
2027	6
Thereafter	42
Total undiscounted cash flows	$	71

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Derivatives (Tables)

3 Months Ended

Mar. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments in the Consolidated Balance Sheets

The following tables present the gross fair values of our open derivative instruments and the reported net amounts along with their locations in our consolidated balance sheets.

	March 31, 2023
(In millions)	Asset		Liability		Net Asset (Liability)		Balance Sheet Location
Not Designated as Hedges
Commodity	$	12	$	—	$	12	Other current assets
Total Not Designated as Hedges	$	12	$	—	$	12
Cash Flow Hedges
Interest Rate	$	9	$	—	$	9	Other current assets
Interest Rate	11		—		11		Other noncurrent assets
Total Designated Hedges	$	20	$	—	$	20
Total	$	32	$	—	$	32

	December 31, 2022
(In millions)	Asset		Liability		Net Asset (Liability)		Balance Sheet Location
Not Designated as Hedges
Commodity	$	10	$	—	$	10	Other current assets
Total Not Designated as Hedges	$	10	$	—	$	10
Cash Flow Hedges
Interest Rate	$	9	$	—	$	9	Other current assets
Interest Rate	15		—		15		Other noncurrent assets
Total Designated Hedges	$	24	$	—	$	24
Total	$	34	$	—	$	34

The unrealized and realized gain (loss) impact of our commodity derivative instruments appears in the table below and is reflected in net gain (loss) on commodity derivatives in the consolidated statements of income.

	Three Months Ended March 31,
(In millions)	2023		2022
Unrealized gain (loss) on derivative instruments, net	$	2	$	(114)
Realized gain (loss) on derivative instruments, net(a)	$	13	$	(29)

(a)During the first quarter of 2023, net cash received for settled derivative positions was $10 million. During the first quarter of 2022, net cash paid for settled derivative positions was $28 million.

Schedule of Notional Amounts of Outstanding Derivative Positions

The following table sets forth outstanding derivative contracts as of March 31, 2023, and the weighted average prices for those contracts:

	2023
	Second Quarter		Third Quarter		Fourth Quarter
Natural Gas
Henry Hub Three-Way Collars
Volume (MMBtu/day)	50,000		50,000		50,000
Weighted average price per MMBtu:
Ceiling	$	11.14	$	11.14	$	11.14
Floor	$	4.00	$	4.00	$	4.00
Sold Put	$	2.50	$	2.50	$	2.50

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following tables present assets and liabilities accounted for at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 by hierarchy level.

	March 31, 2023
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Commodity(a)	$	—	$	12	$	—	$	12
Interest rate - designated as cash flow hedges	$	—	$	20	$	—	$	20
Derivative instruments, assets	$	—	$	32	$	—	$	32

	December 31, 2022
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Commodity(a)	$	—	$	10	$	—	$	10
Interest rate - designated as cash flow hedges	—		24		—		24
Derivative instruments, assets	$	—	$	34	$	—	$	34

(a)Commodity derivative instruments are recorded on a net basis in our consolidated balance sheet. See Note 12.

Schedule of Fair Value, by Balance Sheet Grouping

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 March 31, 2023 and December 31, 2022.

	March 31, 2023				December 31, 2022
(In millions)	Fair Value		Carrying Amount		Fair Value		Carrying Amount
Financial assets
Other noncurrent assets	10		28		10		28
Total financial assets	$	10	$	28	$	10	$	28
Financial liabilities
Other current liabilities	$	132	$	197	$	140	$	204
Long-term debt, including current portion(a)	5,789		5,878		5,806		5,948
Deferred credits and other liabilities	61		60		73		73
Total financial liabilities	$	5,982	$	6,135	$	6,019	$	6,225

(a)Excludes debt issuance costs.

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Incentive Based Compensation (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Options, Restricted Stock Awards and Restricted Stock Units Activity

The following table presents a summary of activity for the first three months of 2023: 

	Stock Options			Restricted Stock & Units
	Number of Shares	Weighted Average Exercise Price		Number of Shares & Units	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2022	1,678,524	$	28.86	4,651,196	$	14.89
Granted	—	$	—	1,832,506	$	25.79
Exercised/Vested	(10,417)	$	10.47	(2,597,783)	$	11.99
Canceled	(39,110)	$	33.10	(76,806)	$	18.38
Outstanding at March 31, 2023	1,628,997	$	28.88	3,809,113	$	22.04

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Defined Benefit Postretirement Plans (Tables)

3 Months Ended

Mar. 31, 2023

Retirement Benefits [Abstract]

Schedule of Net Periodic Benefit Costs (Credits)

The following summarizes the components of net periodic benefit costs (credits):

	Three Months Ended March 31,
	Pension Benefits				Other Benefits
(In millions)	2023		2022		2023		2022
Service cost	$	3	$	4	$	—	$	—
Interest cost	3		2		1		—
Expected return on plan assets	(2)		(2)		—		—
Amortization:
– prior service credit	(2)		(2)		(4)		(4)
– actuarial loss	—		—		—		1
Net settlement loss(a)	1		—		—		—
Net periodic benefit costs (credits)(b)	$	3	$	2	$	(3)	$	(3)

(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)Net periodic benefit costs (credits) reflects a calculated market-related value of plan assets which recognizes changes in fair value over three years.

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Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (Tables)

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Schedule of Amounts Reclassified out of Accumulated Other Comprehensive Income (Loss)

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

	Three Months Ended March 31,
(In millions)	2023		2022		Income Statement Line
Postretirement and postemployment plans
Amortization of prior service credit	$	6	$	6	Other net periodic benefit credits
Amortization of actuarial loss	—		(1)		Other net periodic benefit credits
Net settlement loss	(1)		—		Other net periodic benefit credits
Income taxes	(1)		(1)		Provision (benefit) for income taxes
Total reclassifications of (income) expense, net of tax	$	4	$	4	Net income

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Supplemental Cash Flow Information (Tables)

3 Months Ended

Mar. 31, 2023

Supplemental Cash Flow Elements [Abstract]

Schedule of Supplemental Cash Flow Information

	Three Months Ended March 31,
(In millions)	2023		2022
Included in operating activities:
Interest paid(a)	$	85	$	54
Income taxes paid, net of refunds	$	6	$	12
Noncash investing activities:
Increase in asset retirement costs	$	6	$	7

(a)The increase in the three months ended March 31, 2023 compared to the same period in 2022 was primarily related to interest paid on borrowings under the Term Loan Facility and Revolving Credit Facility.

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Equity Method Investments (Tables)

3 Months Ended

Mar. 31, 2023

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Equity Method Investments

During the periods ended March 31, 2023 and December 31, 2022 our equity method investees were considered related parties. Our investment in our equity method investees are summarized in the following table:

(In millions)	Ownership as of March 31, 2023	March 31, 2023		December 31, 2022
EGHoldings (a)	56%	$	333	$	287
Alba Plant LLC (b)	52%	176		155
AMPCO (c)	45%	148		135
Total		$	657	$	577

(a)EGHoldings is engaged in LNG production activity.

(b)Alba Plant LLC processes LPG.

(c)AMPCO is engaged in methanol production activity.

Summarized, 100% combined financial information for equity method investees is as follows:

	Three Months Ended March 31,
(In millions)	2023		2022
Income data:
Revenues and other income	$	306	$	374
Income from operations	159		229
Net income	$	134	$	204

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Income and Dividends per Common Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share (in shares)	1	2
Net income	$ 417	$ 1,304
Weighted average common shares outstanding (in shares)	628	730
Effect of dilutive securities (in shares)	1	2
Weighted average common shares, diluted (in shares)	629	732
Net income per share:
Basic (in dollars per share)	$ 0.66	$ 1.79
Diluted (in dollars per share)	0.66	1.78
Dividends per share (in dollars per share)	$ 0.10	$ 0.07

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Revenues - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Receivables from contract with customer	$ 943	$ 875

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Revenues - Revenues from Contracts with Customers by Product Type and Geographic Areas (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	$ 1,567	$ 1,761
United States
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	1,503	1,714
United States | Eagle Ford
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	624	538
United States | Bakken
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	503	784
United States | Oklahoma
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	153	214
United States | Permian
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	203	115
United States | Other U.S.
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	20	63
United States | Crude oil and condensate
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	1,185	1,341
United States | Crude oil and condensate | Eagle Ford
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	495	459
United States | Crude oil and condensate | Bakken
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	431	652
United States | Crude oil and condensate | Oklahoma
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	78	99
United States | Crude oil and condensate | Permian
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	170	88
United States | Crude oil and condensate | Other U.S.
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	11	43
United States | Natural gas liquids
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	169	216
United States | Natural gas liquids | Eagle Ford
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	71	44
United States | Natural gas liquids | Bakken
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	37	89
United States | Natural gas liquids | Oklahoma
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	39	59
United States | Natural gas liquids | Permian
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	22	15
United States | Natural gas liquids | Other U.S.
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	0	9
United States | Natural gas
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	139	151
United States | Natural gas | Eagle Ford
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	56	33
United States | Natural gas | Bakken
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	35	43
United States | Natural gas | Oklahoma
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	36	56
United States | Natural gas | Permian
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	11	12
United States | Natural gas | Other U.S.
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	1	7
United States | Other
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	10	6
United States | Other | Eagle Ford
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	2	2
United States | Other | Bakken
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	0	0
United States | Other | Oklahoma
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	0	0
United States | Other | Permian
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	0	0
United States | Other | Other U.S.
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	8	4
International | International, Equatorial Guinea (E.G.)
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	64	47
International | Crude oil and condensate | International, Equatorial Guinea (E.G.)
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	57	40
International | Natural gas liquids | International, Equatorial Guinea (E.G.)
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	1	1
International | Natural gas | International, Equatorial Guinea (E.G.)
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	5	5
International | Other | International, Equatorial Guinea (E.G.)
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	$ 1	$ 1

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Segment Information (Details) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2023 USD ($) segment	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Segment Reporting [Abstract]
Number of reportable segments | segment	2
Number of operating segments | segment	2
Segment Reporting Information [Line Items]
Revenues from contracts with customers	$ 1,567	$ 1,761
Net gain (loss) on commodity derivatives	15	(143)
Income from equity method investments	80	127
Net gain on disposal of assets	5	0
Other income	13	8
Less costs and expenses:
Production	201	152
Shipping, handling and other operating	162	185
Exploration	15	11
Depreciation, depletion and amortization	520	423
Taxes other than income	95	104
General and administrative	82	73
Net interest and other	82	22
Other net periodic benefit costs	(3)	(4)
Income tax provision (benefit)	109	(517)
Net income	417	1,304
Total assets	20,012	17,981	$ 19,940
Capital expenditures	601	348
Valuation allowance released		685
Permian Basin
Less costs and expenses:
Dry well cost			$ 10
Interest Rate Contract, Maturing June 1, 2025 | Cash Flow Hedges
Less costs and expenses:
Gain on interest rate swap		17
Not Allocated to Segments
Segment Reporting Information [Line Items]
Revenues from contracts with customers	0	0
Net gain (loss) on commodity derivatives	2	(114)
Income from equity method investments	0	0
Net gain on disposal of assets	5
Other income	1	2
Less costs and expenses:
Production	0	0
Shipping, handling and other operating	0	26
Exploration	10	0
Depreciation, depletion and amortization	3	4
Taxes other than income	(2)	5
General and administrative	44	40
Net interest and other	82	22
Other net periodic benefit costs	(3)	(4)
Income tax provision (benefit)	(29)	(733)
Net income	(97)	528
Total assets	168	1,195
Capital expenditures	2	3
U.S.
Segment Reporting Information [Line Items]
Revenues from contracts with customers	1,503	1,714
U.S. | Operating Segments
Segment Reporting Information [Line Items]
Revenues from contracts with customers	1,503	1,714
Net gain (loss) on commodity derivatives	13	(29)
Income from equity method investments	0	0
Net gain on disposal of assets	0
Other income	11	4
Less costs and expenses:
Production	178	141
Shipping, handling and other operating	159	150
Exploration	5	11
Depreciation, depletion and amortization	505	404
Taxes other than income	97	99
General and administrative	35	30
Net interest and other	0	0
Other net periodic benefit costs	0	0
Income tax provision (benefit)	123	193
Net income	425	661
Total assets	18,696	15,684
Capital expenditures	597	346
Int’l | Operating Segments
Segment Reporting Information [Line Items]
Revenues from contracts with customers	64	47
Net gain (loss) on commodity derivatives	0	0
Income from equity method investments	80	127
Net gain on disposal of assets	0
Other income	1	2
Less costs and expenses:
Production	23	11
Shipping, handling and other operating	3	9
Exploration	0	0
Depreciation, depletion and amortization	12	15
Taxes other than income	0	0
General and administrative	3	3
Net interest and other	0	0
Other net periodic benefit costs	0	0
Income tax provision (benefit)	15	23
Net income	89	115
Total assets	1,148	1,102
Capital expenditures	$ 2	$ (1)

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Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Effective income tax rate	21.00%	(66.00%)
Valuation allowance released		$ 685

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Credit Losses (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance as of January 1	$ 10	$ 15
Current period provision	2	(3)
Current period write offs	0	(2)
Recoveries of amounts previously reserved	(1)	0
Ending balance	$ 11	$ 10

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Inventories (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Crude oil and natural gas liquids	$ 14	$ 15
Supplies and other items	122	110
Inventories	$ 136	$ 125

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Property, Plant and Equipment (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Mar. 31, 2023
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net	$ 17,377	$ 17,463
Exploratory well costs capitalized greater than one year after completion of drilling	20	10
Permian Basin
Property, Plant and Equipment [Line Items]
Dry well cost	10
Operating Segments | United States
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net	17,034	17,130
Operating Segments | International
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net	288	279
Corporate
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net	$ 55	$ 54

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Asset Retirement Obligations (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Beginning balance as of January 1	$ 340	$ 316
Incurred liabilities, including acquisitions	1	7
Settled liabilities, including dispositions	(9)	(3)
Accretion expense (included in depreciation, depletion and amortization)	4	4
Revisions of estimates	5	0
Ending balance as of March 31, total	341	324
Ending balance as of March 31, short-term	$ 45	$ 28

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Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Other noncurrent assets	Other noncurrent assets
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other noncurrent assets	Other noncurrent assets
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Other current liabilities	Other current liabilities
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other current liabilities	Other current liabilities
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Deferred credits and other liabilities	Deferred credits and other liabilities
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Deferred credits and other liabilities	Deferred credits and other liabilities
ROU assets:
Operating leases	$ 143	$ 123
Finance leases	22	24
Total ROU assets	165	147
Current liabilities:
Operating leases	99	94
Finance leases	6	6
Noncurrent liabilities
Operating leases	46	32
Finance leases	16	18
Total lease liabilities	$ 167	$ 150

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Leases - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($)
Leases [Abstract]
Term of contract	5 years
Cash lease payments	$ 5
Finance lease extension term	5 years
Residual value guarantee	100.00%
Annual payments to be received	$ 6

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Leases - Lease Payments to be Received (Details) $ in Millions	Mar. 31, 2023 USD ($)
Leases [Abstract]
2023	$ 5
2024	6
2025	6
2026	6
2027	6
Thereafter	42
Total undiscounted cash flows	$ 71

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Derivatives - Balance Sheet Components (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Derivatives, Fair Value [Line Items]
Asset	$ 32	$ 34
Liability	0	0
Net Asset (Liability)	32	34
Not Designated as Hedges
Derivatives, Fair Value [Line Items]
Asset	12	10
Liability	0	0
Net Asset (Liability)	12	10
Cash Flow Hedges
Derivatives, Fair Value [Line Items]
Asset	20	24
Liability	0	0
Net Asset (Liability)	20	24
Commodity | Other current assets | Not Designated as Hedges
Derivatives, Fair Value [Line Items]
Asset	12	10
Liability	0	0
Net Asset (Liability)	12	10
Interest Rate | Other current assets | Cash Flow Hedges
Derivatives, Fair Value [Line Items]
Asset	9	9
Liability	0	0
Net Asset (Liability)	9	9
Interest Rate | Other noncurrent assets | Cash Flow Hedges
Derivatives, Fair Value [Line Items]
Asset	11	15
Liability	0	0
Net Asset (Liability)	$ 11	$ 15

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Derivatives - Outstanding Derivative Contracts (Details) - Not Designated as Hedges	Mar. 31, 2023 MMBbls / d $ / bbl
Three-Way Collars - Natural Gas 2023, Second Quarter
Derivative [Line Items]
Volume (MMBtu/day) | MMBbls / d	50,000
Weighted average price per MMBtu, ceiling	11.14
Weighted average price per MMBtu, floor	4.00
Weighted average price per MMBtu:, sold put	2.50
Three-Way Collars - Natural Gas 2023, Third Quarter
Derivative [Line Items]
Volume (MMBtu/day) | MMBbls / d	50,000
Weighted average price per MMBtu, ceiling	11.14
Weighted average price per MMBtu, floor	4.00
Weighted average price per MMBtu:, sold put	2.50
Three-Way Collars - Natural Gas 2023, Fourth Quarter
Derivative [Line Items]
Volume (MMBtu/day) | MMBbls / d	50,000
Weighted average price per MMBtu, ceiling	11.14
Weighted average price per MMBtu, floor	4.00
Weighted average price per MMBtu:, sold put	2.50

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Derivatives - Schedule of Mark-to-market Impact and Commodity Derivative Settlements (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Derivative Instruments, Gain (Loss) [Line Items]
Net settlements of derivative instruments	$ 10	$ 28
Commodity
Derivative Instruments, Gain (Loss) [Line Items]
Unrealized gain (loss) on derivative instruments, net	2	(114)
Realized gain (loss) on derivative instruments, net	$ 13	$ (29)

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Derivatives - Narrative (Details) - USD ($)	1 Months Ended	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2020
Derivative Instruments, Gain (Loss) [Line Items]
Long-term debt		$ 5,900,000,000
Net settlements of derivative instruments		10,000,000	$ 28,000,000
Senior Unsecured Notes, 3.850%, Due 2025
Derivative Instruments, Gain (Loss) [Line Items]
Long-term debt					$ 900,000,000
Interest rate					3.85%
Interest Rate Contract, Maturing June 1, 2025 | Cash Flow Hedges
Derivative Instruments, Gain (Loss) [Line Items]
Proceeds from hedge settlement	$ 44,000,000
Gain on interest rate swap			$ 17,000,000
Interest Rate Contract, Maturing September 9, 2026
Derivative Instruments, Gain (Loss) [Line Items]
Proceeds from hedge settlement		2,000,000
Amount expected to be reclassified within 12 months		9,000,000
Designated as Hedging Instrument | Interest Rate Contract, Maturing June 1, 2025 | Cash Flow Hedges
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, notional amount					$ 350,000,000
Designated as Hedging Instrument | Interest Rate Contract, Maturing September 9, 2026
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, notional amount		$ 295,000,000
Weighted average interest rate, SOFR		1.43%		1.43%

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Fair Value Measurements - Fair Value Recurring (Details) - Recurring - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	$ 32	$ 34
Commodity | Not Designated as Hedges
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	12	10
Interest Rate | Designated as Hedging Instrument
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	20	24
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	0	0
Level 1 | Commodity | Not Designated as Hedges
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	0	0
Level 1 | Interest Rate | Designated as Hedging Instrument
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	0	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	32	34
Level 2 | Commodity | Not Designated as Hedges
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	12	10
Level 2 | Interest Rate | Designated as Hedging Instrument
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	20	24
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	0	0
Level 3 | Commodity | Not Designated as Hedges
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	0	0
Level 3 | Interest Rate | Designated as Hedging Instrument
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	$ 0	$ 0

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Fair Value Measurements - Fair Value Financial Instruments (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Fair Value
Financial assets
Other noncurrent assets	$ 10	$ 10
Total financial assets	10	10
Financial liabilities
Other current liabilities	132	140
Long-term debt, including current portion	5,789	5,806
Deferred credits and other liabilities	61	73
Total financial liabilities	5,982	6,019
Carrying Amount
Financial assets
Other noncurrent assets	28	28
Total financial assets	28	28
Financial liabilities
Other current liabilities	197	204
Long-term debt, including current portion	5,878	5,948
Deferred credits and other liabilities	60	73
Total financial liabilities	$ 6,135	$ 6,225

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Debt - Term Loan Facility (Details) - Term Loan Facility - Line of Credit - USD ($) $ in Billions	1 Months Ended
	Nov. 30, 2022	Mar. 31, 2023
Debt Instrument [Line Items]
Debt term	2 years
Maximum borrowing capacity	$ 1.5
Line of credit		$ 1.5
Effective interest rate		6.36%
Covenant, ratio of indebtedness to net capital, maximum		0.65
Ratio of indebtedness to net capital		0.26

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Debt - Revolving Credit Facility (Details) - Revolving Credit Facility	Mar. 31, 2023 USD ($)
Line of Credit Facility [Line Items]
Line of credit, outstanding amount	$ 450,000,000
Maximum borrowing capacity	$ 2,500,000,000
Weighted average interest rate	6.20%
Covenant, ratio of indebtedness to net capital, maximum	0.65
Ratio of indebtedness to net capital	0.26

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Debt - Debt Redemption (Details) - Senior Unsecured Notes 8.5% Due2023 - Unsecured Debt $ in Millions	Mar. 31, 2023 USD ($)
Debt Instrument [Line Items]
Long-term debt, gross	$ 70
Interest rate	8.50%

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Debt - Long-Term Debt (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Long-term debt	$ 5,900
Long-term debt due within one year	$ 131	$ 402

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Debt - Debt Remarketing (Details) - St. John the Baptist Parish, State of Louisiana Revenue Bonds - USD ($) $ in Millions	Apr. 03, 2023	Dec. 31, 2017
Debt Instrument [Line Items]
Revenue refunding bond		$ 1,000
Subsequent Event
Debt Instrument [Line Items]
Borrowings	$ 200
Interest rate	4.05%

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Stockholders' Equity (Details) - USD ($) shares in Millions, $ in Millions	1 Months Ended	3 Months Ended
	May 03, 2023	Mar. 31, 2023	Mar. 31, 2022
Equity, Class of Treasury Stock [Line Items]
Payments for repurchase of common stock		$ 334	$ 592
Purchases of shares for tax withholding obligations		30	21
Shares repurchased, value		$ 334	$ 592
Share Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Shares repurchased (in shares)		13
Payments for repurchase of common stock		$ 334
Stock repurchase program, remaining authorized repurchase amount		$ 2,100
Share Repurchase Program | Subsequent Event
Equity, Class of Treasury Stock [Line Items]
Shares repurchased, value	$ 110

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Incentive Based Compensation - Stock Options, Restricted Stock Awards and Restricted Stock Units (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Number of Shares
Outstanding, beginning (in shares) | shares	1,678,524
Granted (in shares) | shares	0
Exercised/Vested (in shares) | shares	(10,417)
Canceled (in shares) | shares	(39,110)
Outstanding, ending (in shares) | shares	1,628,997
Weighted Average Exercise Price
Outstanding, beginning (in dollars per share) | $ / shares	$ 28.86
Granted (in dollars per share) | $ / shares	0
Exercised/Vested (in dollars per share) | $ / shares	10.47
Canceled (in dollars per share) | $ / shares	33.10
Outstanding, ending (in dollars per share) | $ / shares	$ 28.88
Restricted Stock & Units
Number of Shares & Units
Outstanding, beginning (in shares) | shares	4,651,196
Granted (in shares) | shares	1,832,506
Exercised/Vested (in shares) | shares	(2,597,783)
Canceled (in shares) | shares	(76,806)
Outstanding, ending (in shares) | shares	3,809,113
Weighted Average Grant Date Fair Value
Outstanding, beginning (in dollars per share) | $ / shares	$ 14.89
Granted (in dollars per share) | $ / shares	25.79
Exercised/Vested (in dollars per share) | $ / shares	11.99
Canceled (in dollars per share) | $ / shares	18.38
Outstanding, ending (in dollars per share) | $ / shares	$ 22.04

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Incentive Based Compensation - Narrative (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Performance Unit - Share Settlement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	222,464
Grant date fair value (in dollars per share) | $ / shares	$ 32.97
Outstanding units (in shares)	686,266
Performance Unit - Cash Settlement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	222,464
Outstanding units (in shares)	389,507
Unit conversion ratio (in shares)	1
Fair value as of period end (in dollars per share) | $ / shares	$ 24.06

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Defined Benefit Postretirement Plans (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Amortization:
Net settlement loss	$ (3)	$ (4)
Estimated future contributions over the remainder of the current year	10
Funded Plan
Amortization:
Payment for pension benefits	2
Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	3	4
Interest cost	3	2
Expected return on plan assets	(2)	(2)
Amortization:
– prior service credit	(2)	(2)
– actuarial loss	0	0
Net settlement loss	1	0
Net periodic benefit costs (credits)	3	2
Other Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	0	0
Interest cost	1	0
Expected return on plan assets	0	0
Amortization:
– prior service credit	(4)	(4)
– actuarial loss	0	1
Net settlement loss	0	0
Net periodic benefit costs (credits)	(3)	$ (3)
Unfunded Portion of Pension Plan
Amortization:
Payment for pension and other postretirement benefits	3
Unfunded Portion of Other Postretirement Benefits Plan
Amortization:
Payment for pension and other postretirement benefits	$ 2

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Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Other net periodic benefit credits	$ 3	$ 4
Provision (benefit) for income taxes	109	(517)
Net income	417	1,304
Reclassification out of Accumulated Other Comprehensive Income (Loss) | Total reclassifications of (income) expense, net of tax
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net income	4	4
Reclassification out of Accumulated Other Comprehensive Income (Loss) | Amortization of prior service credit
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Other net periodic benefit credits	6	6
Reclassification out of Accumulated Other Comprehensive Income (Loss) | Amortization of actuarial loss
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Other net periodic benefit credits	0	(1)
Reclassification out of Accumulated Other Comprehensive Income (Loss) | Net settlement loss
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Other net periodic benefit credits	(1)	0
Reclassification out of Accumulated Other Comprehensive Income (Loss) | Income taxes
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Provision (benefit) for income taxes	$ (1)	$ (1)

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Supplemental Cash Flow Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Included in operating activities:
Interest paid	$ 85	$ 54
Income taxes paid, net of refunds	6	12
Noncash investing activities:
Increase in asset retirement costs	6	7
Capital expenditures incurred but not yet paid	$ 180	$ 96

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Equity Method Investments - Schedule of Equity Method Investments (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Schedule of Equity Method Investments [Line Items]
Equity method investments	$ 657	$ 577
EG Holdings
Schedule of Equity Method Investments [Line Items]
Ownership percentage	56.00%
Equity method investments	$ 333	287
Alba Plant LLC
Schedule of Equity Method Investments [Line Items]
Ownership percentage	52.00%
Equity method investments	$ 176	155
AMPCO
Schedule of Equity Method Investments [Line Items]
Ownership percentage	45.00%
Equity method investments	$ 148	$ 135

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Equity Method Investments - Summarized Financial Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Schedule of Equity Method Investments [Line Items]
Revenues and other income	$ 1,680	$ 1,753
Income from operations	605	805
Net income	417	1,304
Equity Method Investment, Nonconsolidated Investee or Group of Investees
Schedule of Equity Method Investments [Line Items]
Revenues and other income	306	374
Income from operations	159	229
Net income	$ 134	$ 204

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Equity Method Investments - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]
Revenue from related parties	$ 6	$ 8
Proceeds from equity method investment		$ 54
Due from related parties	20		$ 36
Due to related parties	$ 18		$ 20

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Commitments and Contingencies (Details) $ in Thousands	3 Months Ended
	Jun. 30, 2020 guarantee	Mar. 31, 2023 USD ($) tribe
Loss Contingencies [Line Items]
Number of affiliated tribes | tribe		3
Contingent royalty liability		$ 164,000
Contingent capital and expense receivable, noncurrent		26,000
Expected penalty or fine (in excess of)		300
Number of guarantees executed | guarantee	2
Guarantees recorded		4,000
Performance of Equatorial Guinea LNG Operations, S.A.
Loss Contingencies [Line Items]
Guarantor obligations, maximum exposure		91,000
Performance of Alba Plant LLC.
Loss Contingencies [Line Items]
Guarantor obligations, maximum exposure		25,000
Accounts payable
Loss Contingencies [Line Items]
Contingent royalty liability		145,000
Other current liabilities
Loss Contingencies [Line Items]
Contingent royalty liability		$ 19,000