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, 2021

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.)

5555 San Felipe Street, Houston, Texas  

77056-2723

(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 788,153,032 shares of Marathon Oil Corporation common stock outstanding as of April 30, 2021.

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 2020 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
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35
Part II - OTHER INFORMATION
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 6.	Exhibits	36
	Signatures	37

1

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)	2021		2020
Revenues and other income:
Revenues from contracts with customers	$	1,177	$	1,024
Net gain (loss) on commodity derivatives	(153)		202
Income (loss) from equity method investments	44		(12)
Net gain on disposal of assets	—		9
Other income	3		7
Total revenues and other income	1,071		1,230
Costs and expenses:
Production	121		160
Shipping, handling and other operating	152		144
Exploration	21		28
Depreciation, depletion and amortization	496		644
Impairments	1		97
Taxes other than income	74		66
General and administrative	89		76
Total costs and expenses	954		1,215
Income from operations	117		15
Net interest and other	(13)		(64)
Other net periodic benefit (costs) credits	3		—
Income (loss) before income taxes	107		(49)
Provision (benefit) for income taxes	10		(3)
Net income (loss)	$	97	$	(46)
Net income (loss) per share:
Basic	$	0.12	$	(0.06)
Diluted	$	0.12	$	(0.06)
Weighted average common shares outstanding:
Basic	789		794
Diluted	789		794

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

2

MARATHON OIL CORPORATION

Consolidated Statements of Comprehensive Income (Unaudited)

	Three Months Ended
	March 31,
(In millions)	2021		2020
Net income (loss)	$	97	$	(46)
Other comprehensive income (loss), net of tax
Change in actuarial gain (loss) and other for postretirement and postemployment plans	(3)		—
Change in derivative hedges unrecognized gain (loss)	44		(22)
Reclassification of de-designated forward interest rate swaps	(2)		—
Other comprehensive income (loss)	39		(22)
Comprehensive income (loss)	$	136	$	(68)

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

3

MARATHON OIL CORPORATION

Consolidated Balance Sheets (Unaudited)

	March 31,		December 31,
(In millions, except par value and share amounts)	2021		2020
Assets
Current assets:
Cash and cash equivalents	$	1,125	$	742
Receivables, less reserve of $24 and $22	921		747
Inventories	78		76
Other current assets	26		47
Total current assets	2,150		1,612
Equity method investments	460		447
Property, plant and equipment, less accumulated depreciation, depletion and amortization of $20,810 and $20,358	15,313		15,638
Other noncurrent assets	310		259
Total assets	$	18,233	$	17,956
Liabilities
Current liabilities:
Accounts payable	$	918	$	837
Payroll and benefits payable	37		57
Accrued taxes	78		72
Other current liabilities	366		247
Long-term debt due within one year	500		—
Total current liabilities	1,899		1,213
Long-term debt	4,905		5,404
Deferred tax liabilities	160		163
Defined benefit postretirement plan obligations	176		180
Asset retirement obligations	251		241
Deferred credits and other liabilities	171		194
Total liabilities	7,562		7,395
Commitments and contingencies
Stockholders’ Equity
Preferred stock – no shares issued or outstanding (no par value, 26 million shares authorized)	$	—	$	—
Common stock:
Issued – 937 million shares (par value $1 per share, 1.925 billion shares authorized at March 31, 2021 and December 31, 2020)	937		937
Held in treasury, at cost – 149 million shares and 148 million shares	(4,113)		(4,089)
Additional paid-in capital	7,195		7,174
Retained earnings	6,540		6,466
Accumulated other comprehensive income	112		73
Total stockholders’ equity	10,671		10,561
Total liabilities and stockholders’ equity	$	18,233	$	17,956

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

4

MARATHON OIL CORPORATION

Consolidated Statements of Cash Flows (Unaudited)

	Three Months Ended
	March 31,
(In millions)	2021		2020
Increase (decrease) in cash and cash equivalents
Operating activities:
Net income (loss)	$	97	$	(46)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization	496		644
Impairments	1		97
Exploratory dry well costs and unproved property impairments	17		22
Net gain on disposal of assets	—		(9)
Deferred income taxes	(4)		(1)
Unrealized (gain) loss on derivative instruments, net	82		(171)
Pension and other post retirement benefits, net	(7)		(11)
Stock-based compensation	6		15
Equity method investments, net	(14)		28
Changes in:
Current receivables	(175)		407
Inventories	(2)		(6)
Current accounts payable and accrued liabilities	101		(234)
Other current assets and liabilities	61		(16)
All other operating, net	(37)		(18)
Net cash provided by operating activities	622		701
Investing activities:
Additions to property, plant and equipment	(209)		(620)
Additions to other assets	—		(1)
Disposal of assets, net of cash transferred to the buyer	3		3
Equity method investments - return of capital	—		7
All other investing, net	(1)		—
Net cash used in investing activities	(207)		(611)
Financing activities:
Purchases of common stock	(9)		(92)
Dividends paid	(23)		(40)
All other financing, net	—		1
Net cash used in financing activities	(32)		(131)
Net increase (decrease) in cash and cash equivalents	383		(41)
Cash and cash equivalents at beginning of period	742		858
Cash and cash equivalents at end of period	$	1,125	$	817

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

5

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 (Loss)		Total Equity
Three Months Ended March 31, 2020
December 31, 2019 Balance	$	—	$	937	$	(4,089)	$	7,207	$	7,993	$	105	$	12,153
Cumulative-effect adjustment	—		—		—		—		(12)		—		(12)
Shares issued - stock-based compensation	—		—		121		(83)		—		—		38
Shares repurchased	—		—		(91)		—		—		—		(91)
Stock-based compensation	—		—		—		(22)		—		—		(22)
Net income (loss)	—		—		—		—		(46)		—		(46)
Other comprehensive income (loss)	—		—		—		—		—		(22)		(22)
Dividends paid (per share amount of $0.05)	—		—		—		—		(40)		—		(40)
March 31, 2020 Balance	$	—	$	937	$	(4,059)	$	7,102	$	7,895	$	83	$	11,958
Three Months Ended March 31, 2021
December 31, 2020 Balance	$	—	$	937	$	(4,089)	$	7,174	$	6,466	$	73	$	10,561
Shares issued - stock based compensation	—		—		(15)		10		—		—		(5)
Shares repurchased	—		—		(9)		—		—		—		(9)
Stock-based compensation	—		—		—		11		—		—		11
Net income (loss)	—		—		—		—		97		—		97
Other comprehensive income (loss)	—		—		—		—		—		39		39
Dividends paid (per share amount of $0.03)	—		—		—		—		(23)		—		(23)
March 31, 2021 Balance	$	—	$	937	$	(4,113)	$	7,195	$	6,540	$	112	$	10,671

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 2020 Annual Report on Form 10-K. The results of operations for the first quarter of 2021 are not necessarily indicative of the results to be expected for the full year.

2.    Accounting Standards

No accounting standards were adopted in the first quarter of 2021 that had a material impact on our consolidated financial statements.

3.    Income (loss) and Dividends per Common Share

Basic income (loss) per share is based on the weighted average number of common shares outstanding. Diluted income (loss) per share assumes exercise of stock options in all periods, provided the effect is not antidilutive. The per share calculations below exclude 6 million of stock options for the three months ended March 31, 2021 and 2020 that were antidilutive.

	Three Months Ended March 31,
(In millions, except per share data)	2021		2020
Net income (loss)	$	97	$	(46)
Weighted average common shares outstanding	789		794
Effect of dilutive securities	—		—
Weighted average common shares, diluted	789		794
Net income (loss) per share:
Basic	$	0.12	$	(0.06)
Diluted	$	0.12	$	(0.06)
Dividends per share	$	0.03	$	0.05

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, 2021 and December 31, 2020, receivables from contracts with customers, included in receivables, less reserves were $761 million and $572 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 as follows:

United States

	March 31, 2021
(In millions)	Eagle Ford		Bakken		Oklahoma		Northern Delaware		Other U.S.		Total
Crude oil and condensate	$	259	$	372	$	61	$	77	$	22	$	791
Natural gas liquids	26		41		37		9		3		116
Natural gas	47		25		109		25		9		215
Other	2		—		—		—		8		10
Revenues from contracts with customers	$	334	$	438	$	207	$	111	$	42	$	1,132

	March 31, 2020
(In millions)	Eagle Ford		Bakken		Oklahoma		Northern Delaware		Other U.S.		Total
Crude oil and condensate	$	307	$	330	$	84	$	74	$	33	$	828
Natural gas liquids	16		10		21		3		2		52
Natural gas	23		8		29		3		3		66
Other	2		—		—		—		22		24
Revenues from contracts with customers	$	348	$	348	$	134	$	80	$	60	$	970

International (E.G.)

	Three Months Ended March 31,
(In millions)	2021		2020
Crude oil and condensate	$	37	$	45
Natural gas liquids	1		1
Natural gas	7		8
Revenues from contracts with customers	$	45	$	54

8

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

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

•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 which 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, goodwill, and equity method investments, unrealized gains or losses on commodity and interest rate derivative instruments, effects of pension settlements and curtailments or other items (as determined by the chief operating decision maker (“CODM”)) are not allocated to operating segments.

	Three Months Ended March 31, 2021
(In millions)	U.S.		Int’l		Not Allocated to Segments			Total
Revenues from contracts with customers	$	1,132	$	45	$	—		$	1,177
Net gain (loss) on commodity derivatives	(71)		—		(82)		(b)	(153)
Income (loss) from equity method investments	—		44		—			44
Other income	1		1		1			3
Less costs and expenses:
Production	111		10		—			121
Shipping, handling and other operating	144		4		4			152
Exploration	21		—		—			21
Depreciation, depletion and amortization	472		19		5			496
Impairments	—		—		1			1
Taxes other than income	74		—		—			74
General and administrative	23		2		64		(c)	89
Net interest and other	—		—		13		(d)	13
Other net periodic benefit costs	—		—		(3)			(3)
Income tax provision	5		5		—			10
Segment income (loss)	$	212	$	50	$	(165)		$	97
Total assets	$	15,949	$	1,046	$	1,238		$	18,233
Capital expenditures(a)	$	183	$	—	$	1		$	184

(a)Includes accruals.

(b)Unrealized loss on commodity derivative instruments (See Note 14).

(c)Includes $13 million associated with the termination of an aircraft lease agreement and $11 million arising from severance expenses associated with a workforce reduction.

(d)Includes a $41 million gain on 2022 interest rate swaps not designated as cash flow hedges.

9

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

	Three Months Ended March 31, 2020
(In millions)	U.S.		Int’l		Not Allocated to Segments			Total
Revenues from contracts with customers	$	970	$	54	$	—		$	1,024
Net gain on commodity derivatives	31		—		171		(b)	202
Income (loss) from equity method investments	—		(12)		—			(12)
Net gain on disposal of assets	—		—		9			9
Other income	4		2		1			7
Less costs and expenses:
Production	143		17		—			160
Shipping, handling and other operating	140		3		1			144
Exploration	28		—		—			28
Depreciation, depletion and amortization	617		21		6			644
Impairments	—		—		97		(c)	97
Taxes other than income	66		—		—			66
General and administrative	32		4		40			76
Net interest and other	—		—		64			64
Income tax benefit	(1)		—		(2)			(3)
Segment loss	$	(20)	$	(1)	$	(25)		$	(46)
Total assets	$	17,453	$	1,405	$	857		$	19,715
Capital expenditures(a)	$	561	$	—	$	7		$	568

(a)Includes accruals.

(b)Unrealized gain on commodity derivative instruments (See Note 14).

(c)Includes the full impairment of the International reporting unit goodwill of $95 million (see Note 13).

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, 2021 and 2020, our effective income tax rates were as follows:

	Three Months Ended March 31,
	2021		2020
Effective income tax rate	9	%	6	%

The following items caused the effective income tax rates to be different from our U.S. statutory tax rate of 21% for 2021 and 2020:

•We currently have a valuation allowance on net federal deferred tax assets in the U.S., which results in no federal deferred tax expense or benefit on current year U.S. activity. This impact along with the income mix within E.G. between equity method investees and subsidiaries reduces the effective tax rate below the statutory tax rate for the periods ended March 31, 2021 and 2020.

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 doubtful accounts balance were as follows:    

(In millions)	March 31, 2021		December 31, 2020
Beginning balance as of January 1	$	22	$	11
Cumulative-effect adjustment	—		12
Current period provision(a)	2		22
Current period write offs	—		(13)
Recoveries of amounts previously reserved	—		(10)
Ending balance	$	24	$	22

(a)As of March 31, 2021 and December 31, 2020, the current period provision consisted of $1 million and $10 million in joint interest receivables, respectively, and $1 million and $12 million in trade receivables, respectively.

8.    Inventories

    Crude oil and natural gas 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, 2021		December 31, 2020
Crude oil and natural gas	$	13	$	10
Supplies and other items	65		66
Inventories	$	78	$	76

11

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

9.    Property, Plant and Equipment

(In millions)	March 31, 2021		December 31, 2020
United States	$	14,853	$	15,156
International	396		414
Corporate	64		68
Net property, plant and equipment	$	15,313	$	15,638

As of March 31, 2021 and December 31, 2020, we had $145 million and $98 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. The vast majority of the suspended wells require completion activities and installation of infrastructure in order to classify the reserves as proved.

10.    Impairments

    The following table summarizes impairment charges of proved properties and goodwill and their corresponding fair values.

	Three Months Ended March 31,
	2021				2020
(In millions)	Fair Value		Impairment		Fair Value		Impairment
Long-lived assets held for use	$	—	$	1	$	—	$	2
Goodwill	$	—	$	—	$	—	$	95

•2020 – Impairments included $95 million of goodwill impairment in the International reporting unit. See Note 13 for further information.

11.    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:

	Three Months Ended March 31,
(In millions)	2021		2020
Beginning balance as of January 1	$	254	$	254
Incurred liabilities, including acquisitions	4		1
Settled liabilities, including dispositions	(1)		(2)
Accretion expense (included in depreciation, depletion and amortization)	3		3
Revisions of estimates	2		(9)
Ending balance as of March 31 (a)	$	262	$	247

(a)    Ending balances include $11 million classified as short-term at March 31, 2021 and 2020.

12. Leases

We enter into various lease agreements to support our operations including drilling rigs, well fracturing equipment, compressors, buildings, aircraft, 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.

12

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

Supplemental balance sheet information related to leases was as follows:

(In millions)		March 31, 2021		December 31, 2020
Operating Leases:	Balance Sheet Location:
Right-of-use asset	Other noncurrent assets	$	112	$	133
Current portion of long-term lease liability	Other current liabilities	$	62	$	70
Long-term lease liability	Deferred credits and other liabilities	$	58	$	67

    Our wholly owned subsidiary, Marathon E.G. Production Limited, is a lessor for residential housing in Equatorial Guinea, which is occupied by EGHoldings, a related party equity method investee – see Note 22. 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
2021	$	5
2022	6
2023	6
2024	6
2025	6
Thereafter	54
Total undiscounted cash flows	$	83

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 lessor and other participants are providing financing for up to $340 million to fund the estimated project costs. As of March 31, 2021, project costs incurred totaled approximately $182 million, including land acquisition and construction costs. The initial lease term is five years and will commence once construction is substantially complete and the new Houston office is ready for occupancy, which is expected to occur in the second half of 2021. 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 approximately 89% of the total acquisition and construction costs.

13.  Goodwill

Goodwill is tested for impairment on an annual basis, or between annual tests when events or changes in circumstances indicate the fair value of a reporting unit with goodwill may have been reduced below its carrying value. During the first quarter of 2020, a global pandemic caused a substantial deterioration in the worldwide demand of hydrocarbons. The commensurate decline in our market capitalization indicated that it was more likely than not that the fair value of the International reporting unit was less than its carrying value.

We estimated the fair value of our International reporting unit using a combination of market and income approaches. The market approach referenced observable inputs specific to us and our industry, such as the price of our common equity, our enterprise value and valuation multiples of us and peers from the investor analyst community. The income approach utilized discounted cash flows, which were based on forecasted assumptions. These valuation methodologies represent Level 3 fair value measurements. Based on the results, we concluded our goodwill was fully impaired, and recorded an impairment of $95 million in the consolidated statements of income for the first quarter of 2020. This represented the entirety of our goodwill on our consolidated balance sheet.

13

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

14.  Derivatives

For further information regarding the fair value measurement of derivative instruments, see Note 15. All of our commodity 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 derivative instruments and the reported net amounts along with where they appear on the consolidated balance sheets.

	March 31, 2021
(In millions)	Asset		Liability		Net Asset (Liability)		Balance Sheet Location
Not Designated as Hedges
Commodity	$	2	$	107	$	(105)	Other current liabilities
Interest Rate	54		—		54		Other noncurrent assets
Total Not Designated as Hedges	$	56	$	107	$	(51)
Cash Flow Hedges
Interest Rate	$	48	$	—	$	48	Other noncurrent assets
Interest Rate	—		1		(1)		Other current liabilities
Interest Rate	—		5		(5)		Deferred credits and other liabilities
Total Designated Hedges	$	48	$	6	$	42
Total	$	104	$	113	$	(9)

	December 31, 2020
(In millions)	Asset		Liability		Net Asset (Liability)		Balance Sheet Location
Not Designated as Hedges
Commodity	$	3	$	1	$	2	Other current assets
Commodity	7		32		(25)		Other current liabilities
Interest Rate	10		—		10		Other noncurrent assets
Total Not Designated as Hedges	$	20	$	33	$	(13)
Cash Flow Hedges
Interest Rate	$	19	$	—	$	19	Other noncurrent assets
Interest Rate	—		16		(16)		Deferred credits and other liabilities
Total Designated Hedges	$	19	$	16	$	3
Total	$	39	$	49	$	(10)

Derivatives Not Designated as Hedges

Commodity Derivatives

We have entered into multiple crude oil, natural gas and NGL derivatives indexed to the respective indices as noted in the table below, related to a portion of our forecasted U.S. sales through 2021. These derivatives consist of three-way collars, two-way collars, fixed price swaps, basis swaps, and NYMEX roll basis swaps. Three-way collars consist of a sold call (ceiling), a purchased put (floor) and a sold put. The ceiling price is the maximum we will receive for the contract volumes; the floor is the minimum price we will receive, unless the market price falls below the sold put strike price. In this case, we receive the NYMEX WTI price plus the difference between the floor and the sold put price. Two-way collars only consist of a sold call (ceiling) and a purchased put (floor).

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

The following table sets forth outstanding derivative contracts as of March 31, 2021, and the weighted average prices for those contracts:

	2021
	Second Quarter		Third Quarter		Fourth Quarter
Crude Oil
NYMEX WTI Three-Way Collars
Volume (Bbls/day)	40,000		20,000		10,000
Weighted average price per Bbl:
Ceiling	$	61.45	$	68.41	$	71.64
Floor	$	39.75	$	47.50	$	50.00
Sold put	$	29.75	$	37.50	$	40.00
NYMEX WTI Two-Way Collars
Volume (Bbls/day)	50,000		30,000		30,000
Weighted average price per Bbl:
Ceiling	$	52.98	$	51.54	$	51.54
Floor	$	35.80	$	35.67	$	35.67
Basis Swaps - NYMEX WTI / UHC (a)
Volume (Bbls/day)	15,000		—		—
Weighted average price per Bbl	$	(1.80)	$	—	$	—
NYMEX Roll Basis Swaps
Volume (Bbls/day)	50,000		—		—
Weighted average price per Bbl	$	(0.13)	$	—	$	—
Natural Gas
Henry Hub (“HH”) Two-Way Collars
Volume (MMBtu/day)	200,000		200,000		200,000
Weighted average price per MMBtu:
Ceiling	$	3.05	$	3.05	$	3.05
Floor	$	2.50	$	2.50	$	2.50
Henry Hub (“HH”) Fixed Price Swaps
Volume (MMBtu/day)	50,000		50,000		50,000
Weighted average price per MMBtu	$	2.88	$	2.88	$	2.88
NGL
Fixed Price Propane Swaps (b)
Volume (Bbls/day)	5,000		5,000		5,000
Weighted average price per Bbl	$	23.19	$	23.19	$	23.19

(a)The basis differential price is indexed against U.S. Sweet Clearbrook (“UHC”) and NYMEX WTI.

(b)The fixed price propane swap is priced at OPIS Mont Belvieu Non-TET Propane.

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

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)	2021		2020
Unrealized gain (loss) on derivative instruments, net	$	(82)	$	171
Realized gain (loss) on derivative instruments, net(a)	$	(71)	$	31

(a)During the first quarter of 2021, net cash paid for settled derivative positions was $11 million. During the first quarter of 2020, net cash received for settled derivative positions was $13 million.

Interest Rate Swaps

During 2020, we entered into forward starting interest rate swaps to hedge the variations in cash flows related to fluctuations in the London Interbank Offered Rate (“LIBOR”) benchmark interest rate related to forecasted interest payments of a future debt issuance in 2022. Each respective derivative contract can be tied to an anticipated underlying dollar notional amount. During the third quarter of 2020, we de-designated these forward starting interest rate swaps previously designated as cash flow hedges. In the first quarter of 2021, the net deferred loss of $2 million in accumulated other comprehensive income related to these de-designated forward starting interest rate swaps was reclassified from accumulated other comprehensive income into earnings as an adjustment to net interest, as we fully redeemed the remainder of our outstanding 2022 notes in April 2021. Additionally, we recorded a $41 million mark-to-market gain within Net interest and other to reflect the change in value of these interest rate swaps during the first quarter 2021.

The following table presents, by maturity date, information about our de-designated forward starting interest rate swap agreements, including the rate.

	March 31, 2021				December 31, 2020
Maturity Date	Aggregate Notional Amount (in millions)		Weighted Average, LIBOR		Aggregate Notional Amount (in millions)		Weighted Average, LIBOR
November 1, 2022	$	500	0.99	%	$	500	0.99	%

Derivatives Designated as Cash Flow Hedges

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. We expect to refinance these debt maturities in 2025. The swaps will terminate on or prior to the refinancing of the debt and the final value will be reclassified from accumulated other comprehensive income into earnings with each future interest payment.

During 2019, we entered into forward starting interest rate swaps with a total notional amount of $320 million to hedge variations in cash flows related to the 1-month LIBOR component of future lease payments of our future Houston office. These swaps will settle monthly on the same day the lease payment is made with the first swap settlement occurring in January 2022. We expect the first lease payment to commence sometime in the period from December 2021 to May 2022. The last swap will mature in September 2026. As of March 31, 2021, amounts expected to be reclassified from accumulated other comprehensive income over the next twelve months were not material. See Note 12 for further details regarding the lease of the new Houston office.

The following table presents, by maturity date, information about our interest rate swap agreements, including the weighted average LIBOR-based, fixed rate.

	March 31, 2021				December 31, 2020
Maturity Date	Aggregate Notional Amount (in millions)		Weighted Average, LIBOR		Aggregate Notional Amount (in millions)		Weighted Average, LIBOR
June 1, 2025	$	350	0.95	%	$	350	0.95	%
September 9, 2026	$	320	1.51	%	$	320	1.51	%

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

15.    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, 2021 and December 31, 2020 by hierarchy level.

	March 31, 2021
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Interest rate - not designated as cash flow hedges	$	—	$	54	$	—	$	54
Interest rate - designated as cash flow hedges	—		48		—		48
Derivative instruments, assets	$	—	$	102	$	—	$	102
Derivative instruments, liabilities
Commodity(a)	$	(16)	$	(89)	$	—	$	(105)
Interest rate - designated as cash flow hedges	—		(6)		—		(6)
Derivative instruments, liabilities	$	(16)	$	(95)	$	—	$	(111)
Total	$	(16)	$	7	$	—	$	(9)

	December 31, 2020
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Interest rate - not designated as cash flow hedges	$	—	$	10	$	—	$	10
Interest rate - designated as cash flow hedges	—		19		—		19
Derivative instruments, assets	$	—	$	29	$	—	$	29
Derivative instruments, liabilities
Commodity(a)	$	—	$	(23)	$	—	$	(23)
Interest rate - designated as cash flow hedges	—		(16)		—		(16)
Derivative instruments, liabilities	$	—	$	(39)	$	—	$	(39)
Total	$	—	$	(10)	$	—	$	(10)

(a)Commodity derivative instruments are recorded on a net basis in our consolidated balance sheet. See Note 14.

Commodity derivatives include three-way collars, two-way collars, fixed price swaps, basis swaps and NYMEX roll basis swaps. These instruments are measured at fair value using either a Black-Scholes or a modified Black-Scholes Model. For swaps, inputs to the models include only commodity prices and interest rates and are categorized as Level 1 because all assumptions and inputs are observable in active markets throughout the term of the instruments. For three-way collars and two-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 14 for detail on the forward starting interest rate swaps.

Fair Value Estimates – Goodwill

See Note 13 for detail information relating to goodwill.

Fair Values – Nonrecurring

See Note 10 for detail on our fair values related to impairments.

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

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

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, 2021 and December 31, 2020.

	March 31, 2021				December 31, 2020
(In millions)	Fair Value		Carrying Amount		Fair Value		Carrying Amount
Financial assets
Current assets	$	4	$	4	$	4	$	4
Other noncurrent assets	23		37		24		37
Total financial assets	$	27	$	41	$	28	$	41
Financial liabilities
Current liabilities	$	76	$	109	$	72	$	103
Long-term debt, including current portion(a)	6,035		5,431		6,077		5,431
Deferred credits and other liabilities	105		72		103		76
Total financial liabilities	$	6,216	$	5,612	$	6,252	$	5,610

(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.

All of our long-term debt instruments are publicly traded. A market approach, based upon quotes from major financial institutions, which are Level 2 inputs, is used to measure the fair value of our debt.

16.    Debt

Revolving Credit Facility

As of March 31, 2021, we had no borrowings against our $3.0 billion unsecured revolving credit facility (“Credit Facility”), as described below.

The 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 Credit Facility and require the immediate repayment of all outstanding borrowings and the cash collateralization of all outstanding letters of credit under the Credit Facility. As of March 31, 2021, we were in compliance with this covenant with a ratio of 26%.

Debt Redemption

On March 30, 2021, we sent an irrevocable notice of redemption to the trustee to fully redeem our outstanding $500 million 2.8% Senior Notes due 2022 (“2022 Notes”). As such, the balance was reclassified to current liabilities on our consolidated balance sheet as of March 31, 2021. The 2022 Notes were redeemed subsequent to the first quarter on April 29, 2021.

Long-term debt

At March 31, 2021, we had $4.9 billion of total long-term debt outstanding. Our next significant long-term debt maturity is in the amount of $900 million due June 2025. Refer to our 2020 Annual Report on Form 10-K for a listing of our long-term debt maturities.

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

17.    Stockholders’ Equity

No share repurchases were made under our share repurchases program during the three months ended March 31, 2021; however, we repurchased $9 million of shares during the first quarter related to our tax withholding obligation associated with the vesting of employee restricted stock awards. The total remaining share repurchase authorization was $1.3 billion at March 31, 2021. 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.

18.    Incentive Based Compensation

Stock options, restricted stock awards and restricted stock units

The following table presents a summary of activity for the first three months of 2021: 

	Stock Options			Restricted Stock Awards & Units
	Number of Shares	Weighted Average Exercise Price		Awards	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2020	6,014,255	$	21.00	7,851,754	$	11.72
Granted	—	$	—	2,296,019	$	11.20
Exercised/Vested	(78,667)	$	7.43	(2,873,107)	$	12.54
Canceled(a)	(532,945)	$	17.68	(785,182)	$	12.00
Outstanding at March 31, 2021	5,402,643	$	21.53	6,489,484	$	11.14

(a)Included in canceled are forfeitures related to workforce reductions.

Stock-based performance unit awards

During the first quarter of 2021, we granted stock-based performance unit awards as generally described in our 2020 Form 10-K, but with the addition of two indices to the peer group for these 2021 grants. During the first quarter of 2021, we also granted an additional type of stock-based performance unit award to eligible officers under the Marathon Oil Corporation 2019 Incentive Compensation Plan. At the grant date for these new stock-based performance units, each unit represents the value of one share of our common stock. These units are settled in cash, and the amount to be paid is generally based on the product of the number of units granted, the vesting percentage, and the average daily closing price of our common stock during the final 30 calendar days ending on the last trading day of the performance period. The vesting percentage can range from zero to 200%, which is based on performance achieved over a two-year performance period and as determined by the Compensation Committee of the Board of Directors. The performance metric is a predetermined amount of cumulative free cash flow, as defined by the award agreement, generated by the Company over the performance period. The units have a banking feature whereby the stock price valuation and vesting percentage are generally locked in at 50% and then again at 100%, if achieved during the performance period. Once those milestones are reached, the vesting percentage will not fall below those banked percentage amounts even if cumulative free cash flow subsequently declines during the performance period. Also, dividend equivalents may accrue generally during the performance period and would be paid in cash following the end of the performance period based on the amount of dividends credited over the performance period on shares of our common stock that represent the value of the units granted multiplied by the number of units that vest.

During the first three months of 2021, we granted the following:

•307,473 stock-based performance units to certain officers to be settled in shares. The grant date fair value per unit was $18.07, as calculated using a Monte Carlo valuation model.

•307,473 stock-based performance units to certain officers to be settled in cash. The grant date fair value per unit was $21.36, as calculated by multiplying an estimated vesting percentage at grant by our common stock’s closing stock price on the grant date.

19

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

19.    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)	2021		2020		2021		2020
Service cost	$	4	$	5	$	—	$	—
Interest cost	2		3		—		1
Expected return on plan assets	(2)		(3)		—		—
Amortization:
– prior service credit	(2)		(2)		(4)		(4)
– actuarial loss	2		3		1		—
Net settlement loss(a)	—		2		—		—
Net periodic benefit costs (credits)(b)	$	4	$	8	$	(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 2021, we made contributions of $7 million to our funded pension plan. During the first three months of 2021, we also made a payment of $2 million related to other postretirement benefit plans. We currently expect to contribute an additional $26 million in contributions to our funded pension plan this year. However, as part of the American Rescue Plan Act passed by Congress and signed into law in March 2021, our funded pension plan is eligible for pension funding relief. As a result of the relief, required contributions could be lower than current projections, which might result in contributions to the plan this year that are lower than the current expected amount.

20.    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)	2021		2020		Income Statement Line
Postretirement and postemployment plans
Amortization of prior service credit	$	6	$	6	Other net periodic benefit costs
Amortization of actuarial loss	(3)		(3)		Other net periodic benefit costs
Net settlement loss	—		(2)		Other net periodic benefit costs
Interest rate swaps
Reclassification of de-designated forward interest rate swaps	(2)		—		Net interest and other
Total reclassifications to expense, net of tax (a)	$	1	$	1	Net income (loss)

(a)During 2021 and 2020 we had a full valuation allowance on net federal deferred tax assets in the U.S. and as such, there is no tax impact to our postretirement and postemployment plans.

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

21.    Supplemental Cash Flow Information

	Three Months Ended March 31,
(In millions)	2021		2020
Included in operating activities:
Interest paid, net of amounts capitalized	$	53	$	49
Income taxes paid to (received from) taxing authorities, net of refunds (a)	$	2	$	5
Noncash investing activities:
Increase (decrease) in asset retirement costs	$	6	$	(8)
Asset retirement obligations assumed by buyer	$	—	$	—

(a)The three months ended March 31, 2020 includes $3 million related to tax refunds.

    Other noncash investing activities include accrued capital expenditures for the three months ended March 31, 2021 and 2020 of $69 million and $238 million, respectively.

22.    Equity Method Investments

During the periods ended March 31, 2021 and December 31, 2020 our equity method investees were considered related parties and are summarized in the following table:

(In millions)	Ownership as of March 31, 2021	March 31, 2021		December 31, 2020
EGHoldings (a)	60%	$	119	$	113
Alba Plant LLC (b)	52%	182		168
AMPCO (c)	45%	159		166
Total		$	460	$	447

(a)EGHoldings is engaged in LNG production activity.

(b)Alba Plant LLC processes LPG.

(c)AMPCO is engaged in methanol production activity.

Summarized financial information for equity method investees is as follows:

	Three Months Ended March 31,
(In millions)	2021		2020
Income data:
Revenues and other income	$	235	$	172
Income (loss) from operations	96		(30)
Net income (loss)	$	72	$	(26)

Revenues from related parties were $8 million and $10 million for the three months ended March 31, 2021 and 2020, respectively, with the majority related to EGHoldings in all periods.

Current receivables from related parties at March 31, 2021 were $18 million with the majority related to EGHoldings and $24 million at December 31, 2020 with the majority related to EGHoldings. Payables to related parties at March 31, 2021 and December 31, 2020 were $14 million and $13 million, respectively, with the majority related to Alba Plant LLC in both periods.

23.    Commitments and Contingencies

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 contain clauses that require 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 and certain

21

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

environmental liabilities arising from certain hydrocarbons in the custody of Alba Plant LLC. Pursuant to these agreements, MEGPL agreed to indemnify third party property or events, including environmental liabilities, injury to Alba Plant LLC’s personnel and damage to or loss of Alba Plant LLC’s automobiles. 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 $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 either 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 $4 million as of March 31, 2021, with a corresponding receivable from our investees. 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.

Various groups, including the State of North Dakota and three Indian 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.  As a result, as of March 31, 2021, we have a $114 million current liability in suspended royalty and working interest revenue, including interest, of which $104 million was included within accounts payable and $10 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 $23 million for capital and expenses.

In January 2020, we received a Notice of Violation from the EPA related to the Clean Air Act. The enforcement action will likely result in monetary sanctions and corrective actions yet-to-be specified and while the ultimate outcome and impact to us cannot be predicted with certainty, we believe these enforcement actions 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, declines in commodity prices have created an environment where there is an increased risk that owners and/or operators of assets purchased from us may no longer be able 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 any such liabilities, we could be required to accrue additional amounts in the future and these amounts could be material.

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, 2021, accrued liabilities for remediation 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.

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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 based in Houston, Texas. Our strategy is to deliver competitive and improving corporate level returns by focusing our capital investment in our lower cost, higher margin U.S. resource plays (Eagle Ford in Texas, Bakken in North Dakota, STACK and SCOOP in Oklahoma and Northern Delaware in New Mexico). Our reinvestment rate capital allocation framework prioritizes free cash flow generation across a wide range of commodity prices to make available significant cash flow for investor-friendly purposes, including return of capital to shareholders and balance sheet enhancement. Keeping our workforce safe, minimizing our environmental impact, strong corporate governance and protecting our balance sheet are foundational to the execution of our strategy.

Throughout the COVID-19 pandemic, we leveraged our emergency response protocols and business continuity plans to help manage our operations and workforce. Our workforce worked remotely for a significant period of time since the pandemic began. We implemented a process for a phased return of employees to the office last year and, during April 2021, the majority of our corporate workforce returned to the office. Working remotely did not significantly impact our ability to maintain operations, allowed our field offices to operate without any disruption and did not cause us to incur significant additional expenses.

Key highlights include the following:

Maintained focus on balance sheet and liquidity

•At the end of the first quarter 2021, we had approximately $4.1 billion of liquidity, comprised of an undrawn $3.0 billion revolving credit facility and $1.1 billion in cash. We remain investment grade at all three primary rating agencies, with Moody’s recently upgrading their rating outlook to stable.

•In the first quarter of 2021, we generated $622 million of cash provided by operating activities, which was more than sufficient to fund our additions to property, plant and equipment of $209 million and dividends of $23 million.

•Subsequent to the end of first quarter, we fully redeemed our $500 million aggregate principal amount of 2.8% Senior Notes due 2022.

•The March 31, 2021 cash balance reflects an increase of approximately $383 million from year-end, primarily due to higher commodity price realizations. Our U.S. segment average realized prices for crude oil and condensate, NGLs and natural gas for the quarter were $55.38 per bbl, $23.94 per bbl and $6.31 per mcf, respectively.

•We continue to maintain capital discipline in the first quarter and are within our Capital Budget of $1.0 billion.

Financial and operational results

•U.S. net sales volumes decreased by 19% to 275 mboed, including a 22% reduction in U.S. crude oil net sales volumes compared to the same quarter last year as a result of overall lower drilling and completion activities and natural decline.

23

•Our net income per share was $0.12 in the first quarter of 2021 as compared to a net loss per share of $(0.06) in the same period last year. Included in our financial results for the current quarter:

◦Revenues from contracts with customers increased $153 million compared to the same quarter last year. We experienced significant increases in realized prices for both crude oil and condensate, NGLs and natural gas. These increased price realizations were partially offset by lower production.

◦Net loss on commodity derivatives of $153 million, of which $71 million related to realized net losses and $82 million related to unrealized net losses, for the first quarter of 2021, as compared to a net gain of $202 million in 2020.

◦Lower depreciation, depletion and amortization expenses of $148 million, primarily a result of lower production.

◦Continued to maintain production expense rates consistent with fourth quarter 2020 levels which were reflective of lower operational activity and cost management efforts.

Compensation and ESG Highlights and Initiatives

•CEO and Board of Director total compensation reduced by approximately 25% with Board compensation mix shifted more toward equity and CEO mix further aligned with broader industry norms (exclusive of temporary reductions announced in 2020).

•Short-term incentive scorecard for compensation updated to focus on safety, environmental performance, capital efficiency, capital discipline/free cash flow generation and financial/balance sheet strength.

•Added a 2021 GHG emissions intensity target to short-term incentive scorecard.

•Adopted a medium-term goal for GHG emissions intensity reduction by 2025.

•Continued Board of Director refreshment with two Directors added during the first quarter of 2021, reflecting commitment to refreshment, independence, and diversity.

Outlook

Capital Budget

    In February 2021, we announced a 2021 Capital Budget of $1.0 billion, which is effectively a maintenance Capital Budget. We expect this maintenance-level Capital Budget will allow us to keep total company oil production in 2021 consistent with our fourth quarter 2020 exit rate. Our 2021 Capital Budget is consistent with our capital allocation framework that prioritizes corporate returns and free cash flow generation over production growth.

The 2021 Capital Budget is weighted towards the four U.S. resource plays with approximately 90% allocated to the Eagle Ford and Bakken.

Operations

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

	Three Months Ended March 31,
Net Sales Volumes	2021	2020	Increase (Decrease)
United States (mboed)	275	338	(19)	%
International (mboed)	66	81	(19)	%
Total (mboed)	341	419	(19)	%

United States

    Net sales volumes in the segment were lower in the first quarter of 2021 as compared to the first quarter of 2020 with lower capital investment resulting in fewer wells to sales, coupled with natural decline. The decrease in capital investment is a direct result of the demand contraction related to the global pandemic, and the associated effects on hydrocarbon prices.

We continue to expect that our planned pace of drilling and completions activity during the remainder of the year will enable us to meet our 2021 production guidance as noted in the preceding Outlook section.

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The following tables provide additional details regarding net sales volumes, sales mix and operational drilling activity for our significant operations within this segment:

	Three Months Ended March 31,
Net Sales Volumes	2021	2020	Increase (Decrease)
Equivalent Barrels (mboed)
Eagle Ford	77	114	(32)	%
Bakken	112	110	2	%
Oklahoma	53	73	(27)	%
Northern Delaware	25	29	(14)	%
Other United States	8	12	(33)	%
Total United States	275	338	(19)	%

	Three Months Ended March 31, 2021
Sales Mix - U.S. Resource Plays	Eagle Ford		Bakken		Oklahoma		Northern Delaware		Total
Crude oil and condensate	65	%	69	%	23	%	59	%	58	%
Natural gas liquids	15	%	17	%	31	%	18	%	19	%
Natural gas	20	%	14	%	46	%	23	%	23	%

	Three Months Ended March 31,
Drilling Activity - U.S. Resource Plays	2021	2020
Gross Operated
Eagle Ford:
Wells drilled to total depth	30	30
Wells brought to sales	25	38
Bakken:
Wells drilled to total depth	22	24
Wells brought to sales	3	25
Oklahoma:
Wells drilled to total depth	—	9
Wells brought to sales	—	13
Northern Delaware:
Wells drilled to total depth	—	11
Wells brought to sales	—	6

•Eagle Ford – Our net sales volumes were 77 mboed in the first quarter of 2021, including oil sales of 50 mbbld and we brought 25 gross company-operated wells to sales. We averaged 3 rigs and 1 frac crew during the quarter.

•Bakken – Our net sales volumes were 112 mboed, including 77 mbbld of oil sales and we brought 3 gross company-operated wells to sales. We averaged 3 rigs during the quarter. Improved gas capture efforts resulted in higher gas and NGL sales that offset the lower wells to sales.

•Oklahoma – Our net sales volumes were 53 mboed, including 12 mbbld of oil sales.

•Northern Delaware – Our net sales volumes were 25 mboed, including 15 mbbld of oil sales.

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International

    Net sales volumes were lower in the first quarter of 2021 compared to the first quarter of 2020 primarily due to timing of E.G. liftings. The following table provides details regarding net sales volumes for our operations within this segment:

	Three Months Ended March 31,
Net Sales Volumes	2021	2020	Increase (Decrease)
Equivalent Barrels (mboed)
Equatorial Guinea	66	81	(19)	%
Equity Method Investees
LNG (mtd)	3,766	5,064	(26)	%
Methanol (mtd)	1,092	1,185	(8)	%
Condensate and LPG (boed)	10,730	10,638	1	%

•Equatorial Guinea – Net sales volumes in the first quarter of 2021 were lower compared to the same period in 2020 primarily due to timing of liftings.

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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. Beginning in December 2020 and continuing through the first three months of 2021, commodity prices increased due to rising oil demand as COVID-19 vaccination rates and global economic activity increased. This was also supported by ongoing petroleum supply limitations by OPEC. Extreme winter weather in February also put upward pressure on natural gas prices during the quarter. However, we continue to expect commodity price volatility as worldwide demand remains below pre-pandemic levels and the pace of global economic recovery remains uncertain. Refer to Item 1A. Risk Factors in our 2020 Annual Report on Form 10-K for further discussion on how declines in commodity prices could impact us.    

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 2021 and 2020.

	Three Months Ended March 31,
	2021		2020		Increase (Decrease)
Average Price Realizations(a)
Crude oil and condensate (per bbl)(b)	$	55.38	$	44.23	25	%
Natural gas liquids (per bbl)	23.94		9.97		140	%
Natural gas (per mcf)(c)	6.31		1.60		294	%
Benchmarks
WTI crude oil average of daily prices (per bbl)	$	58.14	$	45.78	27	%
Magellan East Houston (“MEH”) crude oil average of daily prices (per bbl)	59.31		49.54		20	%
Mont Belvieu NGLs (per bbl)(d)	23.98		13.27		81	%
Henry Hub natural gas settlement date average (per mmbtu)	2.69		1.95		38	%

(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 $4.61 per bbl for first quarter 2021 and increased average price realizations by $1.47 per bbl for the first quarter 2020.

(c)Inclusion of realized gains (losses) on natural gas derivative instruments would have a minimal impact on average price realizations for the periods presented.

(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    

The following table presents our average price realizations and the related benchmark for crude oil for the first quarter of 2021 and 2020.

	Three Months Ended March 31,
	2021		2020		Increase (Decrease)
Average Price Realizations
Crude oil and condensate (per bbl)	$	44.13	$	36.88	20	%
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)	$	60.82	$	50.44	21	%

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

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Equatorial Guinea

Crude oil and condensate – Alba field liquids production is primarily condensate and generally sold 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 secondary 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 field for distribution and sale to AMPCO and EG LNG.

Natural gas liquids – Wet gas is sold to Alba Plant LLC at a fixed-price 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.

Natural gas – Dry natural gas, processed by Alba Plant LLC on behalf of the Alba field is sold by the Alba field to EG LNG and AMPCO at fixed-price long term contracts resulting in realized prices not tracking market price. 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 long-term contract and AMPCO markets methanol at market prices.

Results of Operations

Three Months Ended March 31, 2021 vs. Three Months Ended March 31, 2020

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

	Three Months Ended March 31,
(In millions)	2021		2020
Revenues from contracts with customers
United States	$	1,132	$	970
International	45		54
Segment revenues from contracts with customers	$	1,177	$	1,024

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, 2020		Price Realizations		Net Sales Volumes		Three Months Ended March 31, 2021
United States Price/Volume Analysis
Crude oil and condensate	$	828	$	159	$	(196)	$	791
Natural gas liquids	52		68		(4)		116
Natural gas	66		161		(12)		215
Other sales	24						10
Total	$	970					$	1,132
International Price/Volume Analysis
Crude oil and condensate	$	45	$	6	$	(14)	$	37
Natural gas liquids	1		—		—		1
Natural gas	8		—		(1)		7
Other sales	—						—
Total	$	54					$	45

Net gain (loss) on commodity derivatives in the first quarter of 2021, was a loss of $153 million, compared to a net gain of $202 million for the same period in 2020. We have multiple crude oil, natural gas and NGL derivative contracts that settle against various indices. We record commodity derivative gains/losses as the index pricing and forward curves change each period. See Note 14 to the consolidated financial statements for further information.

Income from equity method investments increased $56 million in first quarter of 2021 primarily due to AMPCO’s triennial turnaround in first quarter of 2020 coupled with higher price realizations in first quarter of 2021.

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Production expenses decreased $39 million in the first quarter of 2021 versus the same period in 2020, primarily as a result of the U.S. segment’s lower operational costs and continued cost management, specifically staffing and contract labor. International segment production expense decreased due to lower contract services and timing of E.G. liftings.

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)	2021		2020		Increase (Decrease)		2021		2020		Increase (Decrease)
Production Expense and Rate	Expense						Rate
United States	$	111	$	143	(22)	%	$	4.46	$	4.63	(4)	%
International	$	10	$	17	(41)	%	$	1.68	$	2.35	(29)	%

Shipping, handling and other operating increased $8 million despite a 19% decline in production volumes. Winter Storm Uri caused a significant increase in our realized natural gas prices in the U.S. segment during the current quarter. As disclosed in our Form 10-K, certain of our processing arrangements with midstream entities are percentage-of-proceeds contracts. We classify the proceeds retained by the midstream companies as shipping and handling cost. The increase in shipping and handling costs of these percentage-of-proceeds contracts coincides with the increase in realized natural gas prices.

Impairments decreased $96 million. In the first quarter of 2020, we recognized an impairment of goodwill related to our International reporting unit. See Note 10 to the consolidated financial statements for more detail.

Exploration expenses include unproved property impairments, dry well costs, geological and geophysical, and other costs.

The following table summarizes the components of exploration expenses:

	Three Months Ended March 31,
(In millions)	2021		2020		Increase (Decrease)
Exploration Expenses
Unproved property impairments	$	15	$	22	(32)	%
Dry well costs	2		—		—	%
Geological and geophysical	2		1		100	%
Other	2		5		(60)	%
Total exploration expenses	$	21	$	28	(25)	%

Depreciation, depletion and amortization decreased $148 million in the first quarter of 2021 as a result of lower sales volumes in our U.S. and International segments. Our segments apply the units-of-production method to the majority of their assets, including capitalized asset retirement costs; therefore volumes have an impact on DD&A expense.

The DD&A rate (expense per boe) is impacted by field-level changes in reserves, capitalized costs and sales volume mix between fields. 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)	2021		2020		Increase (Decrease)		2021		2020		Increase (Decrease)
DD&A Expense and Rate	Expense						Rate
United States	$	472	$	617	(24)	%	$	19.05	$	20.03	(5)	%
International	$	19	$	21	(10)	%	$	3.09	$	2.86	8	%

General and administrative expenses increased $13 million in the first quarter of 2021. Included in the first quarter of 2021 are expenses of $13 million related to terminating an aircraft lease agreement and severance related expenses of $11 million. The severance expenses were partially offset by the realization of cost savings from the 2020 workforce reductions, which were reflected in lower general and administrative costs in each of our U.S. and International segments.

Net interest and other decreased $51 million in the first quarter of 2021 versus the same period in 2020, primarily as a result of a $41 million mark-to-market gain on interest rate derivative contracts. The interest rate swaps were executed to hedge variations in cash flows related to interest rate fluctuations on our 2022 debt. See Note 14 to the consolidated financial statements for further information.

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Segment Income

Segment income represents income which 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, goodwill and equity method investments, unrealized gains or losses on commodity and interest rate derivative instruments, effects of pension settlements and curtailments or other items (as determined by the CODM) are not allocated to operating segments.

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

	Three Months Ended March 31,
(In millions)	2021		2020
United States	$	212	$	(20)
International	50		(1)
Segment income (loss)	262		(21)
Items not allocated to segments, net of income taxes	(165)		(25)
Net income (loss)	$	97	$	(46)

United States segment income (loss) in the first quarter of 2021 was $212 million of income versus a $20 million loss for the same period in 2020. The increase in income was primarily due to higher price realizations and lower DD&A expense. These favorable changes were partially offset by lower sales volumes and a realized loss on commodity derivatives in the first quarter of 2021, whereas the prior quarter realized a gain on commodity derivatives.

International segment income (loss) in the first quarter of 2021 was $50 million of income versus a $1 million loss for the same period in 2020. Income from equity method investments significantly increased as a result of higher price realizations and lower costs due to the first quarter 2020 turnaround at AMPCO’s facility. This was partially offset by lower production volumes in E.G. in the first quarter of 2021.

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, 2020.

Accounting Standards Not Yet Adopted

See Note 2 to the consolidated financial statements.

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Cash Flows

    Commodity prices are the most significant factor impacting our revenues, profitability, operating cash flows, the amount of capital we invest in our business, payment of dividends, and funding of share repurchases. As commodity prices increased during the first three months of 2021, we generated positive cash flow from operations. We continue to expect volatility in commodity prices and that could impact how much cash flow from operations we generate. The following table presents sources and uses of cash and cash equivalents:

	Three Months Ended March 31,
(In millions)	2021		2020
Sources of cash and cash equivalents
Operating activities	$	622	$	701
Disposal of assets, net of cash transferred to the buyer	3		3
Other	—		8
Total sources of cash and cash equivalents	$	625	$	712
Uses of cash and cash equivalents
Additions to property, plant and equipment	$	(209)	$	(620)
Additions to other assets	—		(1)
Purchases of common stock	(9)		(92)
Dividends paid	(23)		(40)
Other	(1)		—
Total uses of cash and cash equivalents	$	(242)	$	(753)

Cash flows generated from operating activities in the first three months of 2021 were 11% lower compared to the same period in 2020, primarily as a result of lower production volumes, a net loss on realized commodity derivatives (as compared to a gain in the prior quarter), and lower cash flows from working capital. These were partially offset by higher realized commodity prices.

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)	2021		2020
United States	$	183	$	561
International	—		—
Corporate	1		7
Total capital expenditures	184		568
Change in capital expenditure accrual	25		52
Total use of cash and cash equivalents for property, plant and equipment	$	209	$	620

The decline in our capital expenditures for the U.S. segment in the first three months of 2021 compared to the same period in 2020, was caused by lower drilling and completions activities across all four of our shale basins.

Liquidity and Capital Resources

Available Liquidity

Our main sources of liquidity are cash and cash equivalents, internally generated cash flow from operations, sales of non-core assets, capital market transactions and our revolving Credit Facility. At March 31, 2021, we had approximately $4.1 billion of liquidity consisting of $1.1 billion in cash and cash equivalents and $3.0 billion available under our revolving Credit Facility.

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Our working capital requirements are supported by our cash and cash equivalents and our 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 and other amounts that may ultimately be paid in connection with contingencies. General economic conditions, commodity prices, and financial, business and other factors, including the global pandemic, could affect our operations and our ability to access the capital markets.

We continue to be rated investment grade 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, 2020 for a discussion of how a downgrade in our credit ratings could affect us.

On April 29, 2021, our Board of Directors approved a dividend of $0.04 per share payable June 10, 2021 to stockholders of record at the close of business on May 19, 2021.

Capital Resources

Credit Arrangements and Borrowings

At March 31, 2021, we had no borrowings against our Credit Facility and $4.9 billion of total long-term debt outstanding. In March 2021, we announced our intention to fully redeem our outstanding $500 million 2.8% Senior Notes due 2022. The redemption settled on April 29, 2021 and the redemption will reduce annual cash interest expense by $14 million. Our next significant debt maturity will be the $900 million 3.85% Senior Notes due June 2025. Refer to our 2020 Annual Report on Form 10-K for a listing of our long-term debt maturities.

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 lessor and other participants are providing financing for up to $340 million to fund the estimated project costs. As of March 31, 2021, project costs incurred totaled approximately $182 million, including land acquisition and construction costs.

Shelf Registration

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

Debt-To-Capital Ratio

The Credit Facility includes a covenant requiring that our total debt to total capitalization ratio not exceed 65% as of the last day of the fiscal quarter. Our ratio was 26% at March 31, 2021 and December 31, 2020.

Capital Requirements

Share Repurchase Program

No share repurchases were made under our share repurchases program during the three months ended March 31, 2021; however, we repurchased $9 million of shares during the first quarter related to our tax withholding obligation associated with the vesting of employee restricted stock awards. Our share repurchase program has $1.3 billion of remaining authorization.

Contractual Cash Obligations

As of March 31, 2021, there are no material changes to our consolidated cash obligations to make future payments under existing contracts, as disclosed in our 2020 Annual Report on Form 10-K.

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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 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 2020 Annual Report on Form 10-K. See Note 23 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, reserve estimates, asset quality, production guidance, drilling plans, capital plans, cost and expense estimates, asset acquisitions and dispositions, future financial position and other plans and objectives for future cash flow from operations, are forward-looking statements. Words such as “anticipate,” “believe,” “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 our assumptions concerning future events are reasonable, a number of factors could cause results to differ materially from those projected, including, but not limited to:

•conditions in the oil and gas industry, including supply 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 and economic conditions in the U.S. and E.G., including changes in foreign currency exchange rates, interest rates, and inflation rates;

•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;

•risks related to our hedging activities;

•voluntary and involuntary volume curtailments;

•delays or cancellations of certain drilling activities;

•liability resulting from litigation or other proceedings and investigations;

•capital available for exploration and development;

•the inability of any party to satisfy closing conditions or delays in execution with respect to our asset acquisitions and dispositions;

•drilling and operating risks;

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

•well production timing;

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

•difficulty in obtaining necessary approvals and permits;

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

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

•shortages of key personnel, including employees, contractors and subcontractors;

•cyber-attacks;

•changes in safety, health, environmental, tax and other regulations or requirements or initiatives including those addressing the impact of global climate change, air emissions or water management;

•other geological, operating and economic considerations; and

•the risk factors, forward-looking statements and challenges and uncertainties described in our 2020 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 fluctuations. See Note 14 and Note 15 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, 2021, we had various open commodity derivatives. Based on the March 31, 2021 published NYMEX WTI, natural gas and natural gas liquids futures prices, a hypothetical 10% change (per bbl for crude oil, per MMbtu for gas and per bbl for NGL) would change the fair values of our commodity derivative positions to the following:

(In millions)	Fair Value		Hypothetical Price Increase of 10%		Hypothetical Price Decrease of 10%
Derivative asset (liability) - Crude Oil	$	(92)	$	(157)	$	(39)
Derivative asset (liability) - Natural Gas	1		(10)		13
Derivative asset (liability) - NGL	(14)		(19)		(10)
Total	$	(105)	$	(186)	$	(36)

Interest Rate Risk

At March 31, 2021, our portfolio of current and long-term debt is comprised of fixed-rate instruments with an outstanding balance of $5.4 billion. 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, 2021, we had forward starting interest rate swap agreements with a total notional amount of $670 million designated as cash flow hedges and $500 million not designated as 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 (1) the 1-month LIBOR component of future lease payments on our future Houston office and (2) the benchmark LIBOR index for our debt due in 2025. A hypothetical 10% change in interest rates would change the fair values of our cash flow hedge and de-designated cash flow hedge positions to the following as of March 31, 2021:

(In millions)	Fair Value		Hypothetical Interest Rate Increase of 10%		Hypothetical Interest Rate Decrease of 10%
Interest rate asset (liability) - designated as cash flow hedges	$	42	$	53	$	34
Interest rate asset (liability) - not designated as cash flow hedges	54		65		44
Total	$	96	$	118	$	78

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, 2021.  

During the first three months of 2021, 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

In December 2019, we received a Notice of Violation from the North Dakota Department of Environmental Quality related to a release of produced water in North Dakota. In March 2021, we agreed to an Administrative Consent Agreement with the agency and agreed to pay $271,000. In January 2020, we received a verbal notice from the North Dakota Industrial Commission related to a release of produced water in North Dakota and in March 2021, we agreed to a Consent Agreement with a payment of $197,000, of which payment of $100,000 is suspended pending compliance with the terms of the Consent Agreement. In January 2020, we received a Notice of Violation from the EPA related to the Clean Air Act. The enforcement action will likely result in monetary sanctions and corrective actions yet-to-be specified and while the ultimate outcome and impact to us cannot be predicted with certainty, we believe these enforcement actions will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Other than the items set forth above, there have been no significant changes to Item 3. Legal Proceedings in our 2020 Annual Report on Form 10-K. See Note 23 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 2020 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 2020 Annual Report on Form 10-K. There have been no material changes to the risk factors from those listed in Item 1A. Risk Factors in our 2020 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 and its affiliated purchaser, during the quarter ended March 31, 2021 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		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(b)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(b)
01/01/2021 - 01/31/2021	4,824	$	6.67	—	$	1,320,335,751
02/01/2021 - 02/28/2021	117,843	$	11.10	—	$	1,320,335,751
03/01/2021 - 03/31/2021	643,798	$	11.20	—	$	1,320,335,751
Total	766,465	$	11.16	—

(a)766,465 shares of restricted stock were delivered by employees to Marathon Oil, upon vesting, to satisfy tax withholding requirements.

(b)In January 2006, we announced a $2.0 billion share repurchase program. Our Board of Directors subsequently increased the authorization for repurchases under the program by $500 million in January 2007, by $500 million in May 2007, by $2.0 billion in July 2007, by $1.2 billion in December 2013, and by $950 million in July 2019 for a total authorized amount of $7.15 billion.

As of March 31, 2021, we have repurchased 191 million common shares at a cost of approximately $5.8 billion, excluding transaction fees and commissions. 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. In connection with the economic downturn, during the second quarter of 2020, the Company temporarily suspended the share repurchase program. Shares repurchased as of March 31, 2021 were held as treasury stock.

Item 6.  Exhibits

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

36

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 6, 2021		MARATHON OIL CORPORATION
	By:	/s/ Gary E. Wilson
		Gary E. Wilson
		Vice President, Controller and Chief Accounting Officer
		(Duly Authorized Officer)

37

Exhibit Index

		Incorporated by Reference (File No. 001-05153, unless otherwise indicated)
Exhibit Number	Exhibit Description	Form	Exhibit	Filing Date
3.1	Restated Certificate of Incorporation of Marathon Oil Corporation	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*	2021 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Restricted Stock Unit Award Agreement for Section 16 Officers
10.2*	2021 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Performance Unit Award Agreement 2021 - 2022 Performance Cycle for Section 16 Officers
10.3*	2021 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Performance Unit Award Agreement 2021 - 2023 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.

EX-10.1

Exhibit 10.1

MARATHON OIL CORPORATION

2019 INCENTIVE COMPENSATION PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

with 3-year pro-rata vesting

{insert grant date}

Section 16 Officer

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 {DATE} (the “Grant Date”), [NUMBER] restricted stock units (“Restricted Units”) representing the right to receive shares of Common Stock. The number of Restricted Units awarded is subject to adjustment as provided in Section 13 of the Plan, and the Restricted Units are subject to the following terms and conditions:

1.    Relationship to the Plan. This grant of Restricted Units is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations, if any, that have been adopted by the Committee. Except as defined in this Award Agreement, capitalized terms shall have the same meanings given 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.

2.Vesting and Forfeiture of Restricted Units.

(a)The Restricted Units shall vest in three cumulative annual installments, as follows

(i) one-third of the Restricted Units shall vest on the first anniversary of the Grant Date;

(ii) an additional one-third of the Restricted Units shall vest on the second anniversary of the Grant Date; and

(iii) all remaining Restricted Units shall vest on the third anniversary of the Grant Date;

provided, however, that the Participant must be in continuous Employment from the Grant Date through the applicable vesting date for each installment in order for the applicable Restricted Units to vest on such date. If the Employment of the Participant is terminated for any reason, except as provided in this Section 2 of this Award Agreement, any Restricted Units that have not vested as of the date of such termination of Employment shall be forfeited.

(b)    Termination of Employment Due to Death. The Restricted Units shall vest in full, irrespective of the limitations set forth in subsection (a) above, upon termination of the Participant’s Employment due to death.

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2019 Plan –RSU Agreement with 3-year pro-rata vesting (retirement vesting) (form approved 2021)

(c)    Disability Termination. The Restricted Units shall vest in full, irrespective of the limitations set forth in subsection (a) above, upon an involuntary termination of the Participant’s Employment not for Cause while on Disability.

(d)    Termination of Employment Due to Retirement. In the event of the Participant’s Retirement before the third anniversary of the Grant Date, to the extent not yet vested, the Restricted Units shall vest in full, irrespective of the limitations set forth in subsection (a) above, in three cumulative annual installments as set forth in Sections 2(a)(i)-(iii), provided that each of the following criteria are met:

(i)The Participant’s date of Retirement is more than twelve months after the Grant Date of these Restricted Units;

(ii)The Participant agrees that he or she shall not directly or indirectly solicit for employment any employees of the Corporation or its Subsidiaries, whether individually or on behalf of another person or entity, for a period of at least twelve months after the Participant’s date of Retirement;

(iii)The Participant assists with the transition of his or her responsibilities prior to Retirement, including the provision of at least six months prior written notice of the intention to retire to the Human Resources Department of the Corporation, unless such requirements are waived by, and in the sole discretion of, the Committee or a delegate thereof; and

(iv)The Participant does not accept and does not intend to accept employment with a competitor of any business unit of the Corporation or any of its Subsidiaries and will so certify if required by the Committee or a delegate thereof; provided that the Committee or a delegate thereof may, in its sole discretion, waive such prohibitions.

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, and such prohibitions are not waived by, and in the sole discretion of, the Committee or a delegate thereof, any Restricted Units that are not vested as of the Participant’s date of Retirement shall be forfeited to the Corporation.

(e)    Involuntary Termination of Employment after a Change in Control. In the event that following the occurrence of a Change in Control and before the second anniversary of the occurrence of the Change in Control, the Participant’s employment is terminated (i) involuntarily by the Corporation, an employing Subsidiary, or successor thereto or (ii) by the Participant for Good Reason, the Restricted Units shall vest in full, irrespective of the limitations set forth in subsection (a) above.

3.    Dividend Equivalents. During the period of time between the Grant Date and the earlier of the date the Restricted Units vest or are forfeited, the Participant shall be entitled to receive dividend equivalent payments, in cash, from the Corporation on the Restricted Units. Payment of a dividend equivalent, if any, shall be made on or after, but not later than thirty (30) days after, such times as an ordinary quarterly cash dividend is paid on the Common Stock of the Corporation.

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2019 Plan –RSU Agreement with 3-year pro-rata vesting (retirement vesting) (form approved 2021)

4.    Issuance of Shares. During the period of time between the Grant Date and the earlier of the date on which the Restricted Units vest or are forfeited, the Restricted 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 Restricted Units under the Plan and this Award Agreement. Upon the vesting of all or a portion of the Participant’s Restricted Units pursuant to Section 2 of this Award Agreement, a number of shares of Common Stock equal to the number of vested Restricted Units shall be registered in the name of the Participant. Such registration shall occur on or after, but not later than thirty (30) days after, the date on which the Restricted Units vest. No fractional shares will be issued and any rights to fractional shares of Common Stock will be forfeited without compensation for such fractional shares.

    5.    Forfeiture or Repayment Resulting from Forfeiture Event.

(a)If there is a Forfeiture Event either while the Participant is employed or within three 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 Restricted Units to be forfeited by the Participant.

(b)If there is a Forfeiture Event either while the Participant is employed or within three years after termination of the Participant’s Employment, then the Committee may, but is not obligated to, require the Participant to pay to the Corporation in cash an amount (the “Forfeiture Amount”) up to (but not in excess of) the lesser of (i) the value of such Restricted Units that have previously vested, determined as of the date such Restricted Units vested or (ii) the value of such Restricted Units that have previously vested, determined as of the date on which the Committee makes a demand for payment of the Forfeiture Amount. Any Forfeiture Amount shall be paid by the Participant within sixty (60) days of receipt from the Corporation of written notice requiring payment of such Forfeiture Amount.

(c)     This Section 5 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. This Section 5 shall not apply to the Participant following the effective time of a Change in Control.

6.    Taxes. In all cases the Participant will be responsible to pay all required withholding taxes associated with the Restricted 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 shares of Common Stock otherwise deliverable to the Participant due to the vesting of Restricted Units pursuant to Section 2 of this Award Agreement, or from other compensation payable to the Participant, at the time of the vesting of the Restricted Units and issuance of shares of Common Stock 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.

3

2019 Plan –RSU Agreement with 3-year pro-rata vesting (retirement vesting) (form approved 2021)

7.    Nonassignability. Upon the Participant’s death, the Restricted Units shall vest and be issued in accordance with Sections 2(b) and 4 above, and shares of Common Stock shall be 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. Otherwise, the Participant may not sell, transfer, assign, pledge or otherwise encumber any portion of the Restricted Units, and any attempt to sell, transfer, assign, pledge, or encumber any portion of the Restricted Units shall have no effect.

8.    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, nor shall it give such entities any rights (or impose any obligations) with respect to continued performance of duties by the Participant.

9.    Nature of the Grant. In accepting this Award Agreement, the Participant acknowledges that:

(a)    the grant of Restricted Units is voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Units, or benefits in lieu of Restricted Units even if Restricted Units have been awarded repeatedly in the past; and

(b)    Restricted Units are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Corporation or its Subsidiaries.

10.Data Privacy. By accepting the Restricted 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 Section 10, by and among Marathon Oil Corporation and its Subsidiaries and affiliates, including the Participant’s employer (collectively referred to as “Marathon Oil” in this Section 10) 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 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 Section 10). 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 any 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 Restricted Units subject to the terms of this

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2019 Plan –RSU Agreement with 3-year pro-rata vesting (retirement vesting) (form approved 2021)

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 the shares 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.

11.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. 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.

12.Section 409A. Notwithstanding anything to the contrary herein, with respect to any payment hereunder (whether issuance of shares of Common Stock or in cash) that constitutes deferred compensation within the meaning of Section 409A, the termination of the Participant’s employment (for clarity, excluding death) shall not result in the payment of such amount unless such termination of employment constitutes a Separation from Service. Further, notwithstanding anything to the contrary herein, if the Participant is a Specified Employee, any payment hereunder (whether issuance of shares of Common Stock or in cash) that constitutes deferred compensation within the meaning of Section 409A payable to the Participant as a result of the Participant’s Separation from Service (for clarity, excluding death) which would otherwise be made within six months of his or her Separation from Service shall instead be made no earlier than (i) the first business day that is more than six months following the Participant’s Separation from Service and (ii) the Participant’s death. It is the intention that this Award either not be subject to or be compliant with Section 409A and shall be interpreted accordingly.

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2019 Plan –RSU Agreement with 3-year pro-rata vesting (retirement vesting) (form approved 2021)

13.Definitions. For purposes of this Award Agreement:

“Cause” means termination from Employment by the Corporation or its Subsidiaries due to unacceptable performance, gross misconduct, gross negligence, material dishonesty, material acts detrimental or destructive to the Corporation or its Subsidiaries, employees or property, or any material violation of the policies of the Corporation or its Subsidiaries.

“Employment” means employment with the Corporation or any of its Subsidiaries.

“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 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.

“Good Reason” means, without the Participant’s express written consent, the occurrence of any one or more of the following, unless such act or failure to act is corrected prior to the effective date of the Participant’s termination of employment, as specified in the notice requirement below:

(1)the assignment to the Participant of duties materially inconsistent with his or her position immediately prior to the Change in Control or a substantial reduction or alteration in the nature of the Participant’s position, duties, status, or responsibilities from those in effect immediately prior to the Change in Control;

(2)a reduction in the Participant’s annualized rate of base salary as in effect immediately prior to the Change in Control;

(3)requiring the Participant to be based at a location in excess of fifty (50) miles from the location where the Participant was based immediately prior to the Change in Control;

(4)the failure (a) to continue to allow the Participant to participate in all of the Corporation’s (including successor) and its Subsidiaries’ (including successors) employee benefit, incentive compensation, bonus, stock option and stock award plans, programs, policies, practices or arrangements in which officers of the Corporation (or successor) participate on the same level at which other participants in such plans, programs, practices, policies or arrangements are allowed to participate or (b) to continue to provide the Participant with opportunity to receive compensation and benefits that do not represent a material reduction, either in terms of the amount of compensation and benefits provided or the level of the Participant’s participation relative to other participants, in the compensation and benefits provided immediately prior to the Change in Control;

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2019 Plan –RSU Agreement with 3-year pro-rata vesting (retirement vesting) (form approved 2021)

(5)this Award not being assumed, continued, or substituted by the surviving corporation, as contemplated in Section 14 of the Plan; or

(6)any purported termination of employment by the Corporation (or successor) of the Participant’s employment that is not effected pursuant to, and satisfying the requirements of, a Notice of Termination as such term is defined in and to the extent required by the Marathon Oil Corporation Officer Change in Control Severance Benefits Plan (As amended effective January 27, 2021) (as it may be amended from time to time and including a successor plan).

The Participant’s right to terminate from employment for Good Reason shall not be affected by his or her incapacity due to physical or mental illness. The Participant is required to provide notice to the Corporation (or its successor, as applicable) of the existence of any of the conditions set forth in this “Good Reason” definition within ninety (90) days of the initial existence of the condition. Such notice must state the Participant’s intended date of termination from employment and be provided by the Participant to the Corporation (or its successor, as applicable) at least thirty (30) but not more than sixty (60) days prior to the date of the Participant’s termination of employment. The Corporation (or its successor, as applicable) may, prior to the effective date of the Participant’s termination of employment, cure or remedy such condition. If the Participant terminates employment after providing notice and after the Corporation (or it successor, as applicable) has timely cured or remedied the condition, then such termination of employment will be considered a voluntary termination of employment and not a termination of employment or Good Reason.

“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.

“Retirement” means, for purposes of this Award Agreement, termination of Employment with the Corporation and its Subsidiaries upon the first to occur of: (1) 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 (2) Mandatory Retirement.

Marathon Oil Corporation

/s/ Lee M. Tillman

Lee M. Tillman

Chairman, President and

Chief Executive Officer

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2019 Plan –RSU Agreement with 3-year pro-rata vesting (retirement vesting) (form approved 2021)

EX-10.2

Exhibit 10.2

MARATHON OIL CORPORATION

2019 INCENTIVE COMPENSATION PLAN

PERFORMANCE UNIT AWARD AGREEMENT

2021 - 2022 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 ____________, 2021, [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 (2021 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.

“Performance Cycle” means the period from January 1, 2021 to December 31, 2022.

“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.

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

“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

2

2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2021 grant)

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 $29,140,000:

Free Cash Flow ($$)	Vesting Percentage
< $29,140,000	0%
$29,140,000	20%
$728,500,000	50%
$1,019,900,000	70%
$1,457,000,000	100%
$1,748,400,000	120%
$2,331,200,000	160%
$2,914,000,000	200%

(b) If, at any time during the Performance Cycle, the Committee determines that the Corporation has achieved Free Cash Flow of at least $728,500,000 and, as of such determination, the Corporation has achieved Free Cash Flow of less than $1,457,000,000, 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 $1,457,000,000, and prior to such determination, the 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

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2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2021 grant)

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 $1,457,000,000, 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 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, 2022 (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.

(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

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2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2021 grant)

(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, 2022, payment of the Final Payout Value shall be made on or after January 1, 2023, and not later than March 15, 2023 (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.

        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 Period, including the Participant’s assistance with transition of his or her responsibilities prior to Retirement and whether the Participant provided appropriate notice or his or her intent to retire. Notwithstanding

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2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2021 grant)

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, 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 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 Percentages 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

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2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2021 grant)

(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), 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 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.

(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.

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2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2021 grant)

(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. This Paragraph 10 shall not apply to the Participant following the effective time of a Change in Control.

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

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2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2021 grant)

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.

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 Marathon Oil 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

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2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2021 grant)

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

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2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2021 grant)

EX-10.3

Exhibit 10.3

MARATHON OIL CORPORATION

2019 INCENTIVE COMPENSATION PLAN

PERFORMANCE UNIT AWARD AGREEMENT

2021 - 2023 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 _____________, 2021, [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 (2021 grant)

“Peer Group” means the following group of companies (in addition to the Corporation) and indices: Apache Corporation (APA), Cimarex Energy Co. (XEC), Continental Resources, Inc. (CLR), 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, 2021 to December 31, 2023. Notwithstanding the foregoing, if a Change in Control occurs before December 31, 2023, then the Performance Cycle shall be the period from January 1, 2021 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.

“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.

“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

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2019 Plan – Section 16 Officer TSR PSU with 3-year cliff vesting (2021 grant)

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 Company’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-10th	Determined by linear interpolation between 35% and 200%
11th	35%
12th	0%
13th	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 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

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2019 Plan – Section 16 Officer TSR PSU with 3-year cliff vesting (2021 grant)

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, 2024, and not later than March 15, 2024 (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 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.

4

2019 Plan – Section 16 Officer TSR PSU with 3-year cliff vesting (2021 grant)

        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 Period, including the Participant’s assistance with transition of his or her responsibilities prior to Retirement and whether the Participant provided appropriate notice or 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, 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, 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, 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), 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

5

2019 Plan – Section 16 Officer TSR PSU with 3-year cliff vesting (2021 grant)

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.

(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.

6

2019 Plan – Section 16 Officer TSR PSU with 3-year cliff vesting (2021 grant)

(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. This Paragraph 11 shall not apply to the Participant following the effective time of a Change in Control.

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.

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

7

2019 Plan – Section 16 Officer TSR PSU with 3-year cliff vesting (2021 grant)

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 Marathon Oil 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 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.

[SIGNATURE PAGE FOLLOWS]

8

2019 Plan – Section 16 Officer TSR PSU with 3-year cliff vesting (2021 grant)

Marathon Oil Corporation

/s/ Lee M. Tillman

Lee M. Tillman

Chairman, President and

Chief Executive Officer

9

2019 Plan – Section 16 Officer TSR PSU with 3-year cliff vesting (2021 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-K 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 6, 2021	/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-K of Marathon Oil Corporation;

1.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;

2.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;

3.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

4.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 6, 2021	/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, 2021 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 6, 2021	/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, 2021 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 6, 2021	/s/ Dane E. Whitehead
	Dane E. Whitehead
	Executive Vice President and Chief Financial Officer

XML

Cover - shares	3 Months Ended
	Mar. 31, 2021	Apr. 30, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2021
Document Transition Report	false
Entity File Number	1-1513
Entity Registrant Name (tagged on cover)	Marathon Oil Corporation
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	25-0996816
Entity Address, Address Line One	5555 San Felipe Street,
Entity Address, City or Town	Houston,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77056-2723
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		788,153,032
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021
Amendment Flag	false
Entity Central Index Key	0000101778
Current Fiscal Year End Date	--12-31

XML

Consolidated Statements of Income (Unaudited) - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenues and other income:
Revenues from contracts with customers	$ 1,177	$ 1,024
Net gain (loss) on commodity derivatives	(153)	202
Income (loss) from equity method investments	44	(12)
Net gain on disposal of assets	0	9
Other income	3	7
Total revenues and other income	1,071	1,230
Costs and expenses:
Production	121	160
Shipping, handling and other operating	152	144
Exploration	21	28
Depreciation, depletion and amortization	496	644
Impairments	1	97
Taxes other than income	74	66
General and administrative	89	76
Total costs and expenses	954	1,215
Income from operations	117	15
Net interest and other	(13)	(64)
Other net periodic benefit (costs) credits	3	0
Income (loss) before income taxes	107	(49)
Provision (benefit) for income taxes	10	(3)
Net income (loss)	$ 97	$ (46)
Net income (loss) per share:
Basic (in dollars per share)	$ 0.12	$ (0.06)
Diluted (in dollars per share)	$ 0.12	$ (0.06)
Weighted average common shares outstanding:
Basic (in shares)	789	794
Diluted (in shares)	789	794

XML

Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 97	$ (46)
Other comprehensive income (loss), net of tax
Change in actuarial gain (loss) and other for postretirement and postemployment plans	(3)	0
Change in derivative hedges unrecognized gain (loss)	44	(22)
Reclassification of de-designated forward interest rate swaps	(2)	0
Other comprehensive income (loss)	39	(22)
Comprehensive income (loss)	$ 136	$ (68)

XML

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 1,125	$ 742
Receivables, less reserve of $24 and $22	921	747
Inventories	78	76
Other current assets	26	47
Total current assets	2,150	1,612
Equity method investments	460	447
Property, plant and equipment, less accumulated depreciation, depletion and amortization of $20,810 and $20,358	15,313	15,638
Other noncurrent assets	310	259
Total assets	18,233	17,956
Current liabilities:
Accounts payable	918	837
Payroll and benefits payable	37	57
Accrued taxes	78	72
Other current liabilities	366	247
Long-term debt due within one year	500	0
Total current liabilities	1,899	1,213
Long-term debt	4,905	5,404
Deferred tax liabilities	160	163
Defined benefit postretirement plan obligations	176	180
Asset retirement obligations	251	241
Deferred credits and other liabilities	171	194
Total liabilities	7,562	7,395
Commitments and contingencies
Stockholders’ Equity
Preferred stock – no shares issued or outstanding (no par value, 26 million shares authorized)	0	0
Common stock:
Issued – 937 million shares (par value $1 per share, 1.925 billion shares authorized at March 31, 2021 and December 31, 2020)	937	937
Held in treasury, at cost – 149 million shares and 148 million shares	(4,113)	(4,089)
Additional paid-in capital	7,195	7,174
Retained earnings	6,540	6,466
Accumulated other comprehensive income	112	73
Total stockholders’ equity	10,671	10,561
Total liabilities and stockholders’ equity	$ 18,233	$ 17,956

XML

Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Receivables reserve	$ 24	$ 22
Property, plant and equipment, accumulated depreciation	$ 20,810	$ 20,358
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Preferred stock, par value (in dollars per share)	$ 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)	149,000,000	148,000,000

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating activities:
Net income (loss)	$ 97	$ (46)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization	496	644
Impairments	1	97
Exploratory dry well costs and unproved property impairments	17	22
Net gain on disposal of assets	0	(9)
Deferred income taxes	(4)	(1)
Unrealized (gain) loss on derivative instruments, net	82	(171)
Pension and other post retirement benefits, net	(7)	(11)
Stock-based compensation	6	15
Equity method investments, net	(14)	28
Changes in:
Current receivables	(175)	407
Inventories	(2)	(6)
Current accounts payable and accrued liabilities	101	(234)
Other current assets and liabilities	61	(16)
All other operating, net	(37)	(18)
Net cash provided by operating activities	622	701
Investing activities:
Additions to property, plant and equipment	(209)	(620)
Additions to other assets	0	(1)
Disposal of assets, net of cash transferred to the buyer	3	3
Equity method investments - return of capital	0	7
All other investing, net	(1)	0
Net cash used in investing activities	(207)	(611)
Financing activities:
Purchases of common stock	(9)	(92)
Dividends paid	(23)	(40)
All other financing, net	0	1
Net cash used in financing activities	(32)	(131)
Net increase (decrease) in cash and cash equivalents	383	(41)
Cash and cash equivalents at beginning of period	742	858
Cash and cash equivalents at end of period	$ 1,125	$ 817

XML

Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Millions	Total	Cumulative Effect, Period of Adoption, Adjustment	Preferred Stock	Common Stock	Treasury Stock	Additional Paid-in Capital	Retained Earnings	Retained Earnings Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive Income (Loss)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cumulative-effect adjustment		$ (12)						$ (12)
Beginning balance at Dec. 31, 2019	$ 12,153		$ 0	$ 937	$ (4,089)	$ 7,207	$ 7,993		$ 105
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued - stock-based compensation	38				121	(83)
Shares repurchased	(91)				(91)
Stock-based compensation	(22)					(22)
Net income (loss)	(46)						(46)
Other comprehensive income (loss)	(22)								(22)
Dividends paid	(40)						(40)
Ending balance at Mar. 31, 2020	11,958		0	937	(4,059)	7,102	7,895		83
Beginning balance at Dec. 31, 2020	10,561		0	937	(4,089)	7,174	6,466		73
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued - stock-based compensation	(5)				(15)	10
Shares repurchased	(9)				(9)
Stock-based compensation	11					11
Net income (loss)	97						97
Other comprehensive income (loss)	39								39
Dividends paid	(23)						(23)
Ending balance at Mar. 31, 2021	$ 10,671		$ 0	$ 937	$ (4,113)	$ 7,195	$ 6,540		$ 112

XML

Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Statement of Stockholders' Equity [Abstract]
Dividends paid (in dollars per share)	$ 0.03	$ 0.05

XML

Basis of Presentation

3 Months Ended

Mar. 31, 2021

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 2020 Annual Report on Form 10-K. The results of operations for the first quarter of 2021 are not necessarily indicative of the results to be expected for the full year.

XML

Accounting Standards	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Accounting Standards	Accounting StandardsNo accounting standards were adopted in the first quarter of 2021 that had a material impact on our consolidated financial statements.

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Income (loss) and Dividends per Common Share

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Income (loss) and Dividends per Common Share

Income (loss) and Dividends per Common Share

Basic income (loss) per share is based on the weighted average number of common shares outstanding. Diluted income (loss) per share assumes exercise of stock options in all periods, provided the effect is not antidilutive. The per share calculations below exclude 6 million of stock options for the three months ended March 31, 2021 and 2020 that were antidilutive.

	Three Months Ended March 31,
(In millions, except per share data)	2021		2020
Net income (loss)	$	97	$	(46)
Weighted average common shares outstanding	789		794
Effect of dilutive securities	—		—
Weighted average common shares, diluted	789		794
Net income (loss) per share:
Basic	$	0.12	$	(0.06)
Diluted	$	0.12	$	(0.06)
Dividends per share	$	0.03	$	0.05

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Revenues

3 Months Ended

Mar. 31, 2021

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, 2021 and December 31, 2020, receivables from contracts with customers, included in receivables, less reserves were $761 million and $572 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 as follows:

United States

	March 31, 2021
(In millions)	Eagle Ford		Bakken		Oklahoma		Northern Delaware		Other U.S.		Total
Crude oil and condensate	$	259	$	372	$	61	$	77	$	22	$	791
Natural gas liquids	26		41		37		9		3		116
Natural gas	47		25		109		25		9		215
Other	2		—		—		—		8		10
Revenues from contracts with customers	$	334	$	438	$	207	$	111	$	42	$	1,132

	March 31, 2020
(In millions)	Eagle Ford		Bakken		Oklahoma		Northern Delaware		Other U.S.		Total
Crude oil and condensate	$	307	$	330	$	84	$	74	$	33	$	828
Natural gas liquids	16		10		21		3		2		52
Natural gas	23		8		29		3		3		66
Other	2		—		—		—		22		24
Revenues from contracts with customers	$	348	$	348	$	134	$	80	$	60	$	970

International (E.G.)

	Three Months Ended March 31,
(In millions)	2021		2020
Crude oil and condensate	$	37	$	45
Natural gas liquids	1		1
Natural gas	7		8
Revenues from contracts with customers	$	45	$	54

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Segment Information

3 Months Ended

Mar. 31, 2021

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

•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 which 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, goodwill, and equity method investments, unrealized gains or losses on commodity and interest rate derivative instruments, effects of pension settlements and curtailments or other items (as determined by the chief operating decision maker (“CODM”)) are not allocated to operating segments.

	Three Months Ended March 31, 2021
(In millions)	U.S.		Int’l		Not Allocated to Segments			Total
Revenues from contracts with customers	$	1,132	$	45	$	—		$	1,177
Net gain (loss) on commodity derivatives	(71)		—		(82)		(b)	(153)
Income (loss) from equity method investments	—		44		—			44
Other income	1		1		1			3
Less costs and expenses:
Production	111		10		—			121
Shipping, handling and other operating	144		4		4			152
Exploration	21		—		—			21
Depreciation, depletion and amortization	472		19		5			496
Impairments	—		—		1			1
Taxes other than income	74		—		—			74
General and administrative	23		2		64		(c)	89
Net interest and other	—		—		13		(d)	13
Other net periodic benefit costs	—		—		(3)			(3)
Income tax provision	5		5		—			10
Segment income (loss)	$	212	$	50	$	(165)		$	97
Total assets	$	15,949	$	1,046	$	1,238		$	18,233
Capital expenditures(a)	$	183	$	—	$	1		$	184

(a)Includes accruals.

(b)Unrealized loss on commodity derivative instruments (See Note 14).

(c)Includes $13 million associated with the termination of an aircraft lease agreement and $11 million arising from severance expenses associated with a workforce reduction.

(d)Includes a $41 million gain on 2022 interest rate swaps not designated as cash flow hedges.

	Three Months Ended March 31, 2020
(In millions)	U.S.		Int’l		Not Allocated to Segments			Total
Revenues from contracts with customers	$	970	$	54	$	—		$	1,024
Net gain on commodity derivatives	31		—		171		(b)	202
Income (loss) from equity method investments	—		(12)		—			(12)
Net gain on disposal of assets	—		—		9			9
Other income	4		2		1			7
Less costs and expenses:
Production	143		17		—			160
Shipping, handling and other operating	140		3		1			144
Exploration	28		—		—			28
Depreciation, depletion and amortization	617		21		6			644
Impairments	—		—		97		(c)	97
Taxes other than income	66		—		—			66
General and administrative	32		4		40			76
Net interest and other	—		—		64			64
Income tax benefit	(1)		—		(2)			(3)
Segment loss	$	(20)	$	(1)	$	(25)		$	(46)
Total assets	$	17,453	$	1,405	$	857		$	19,715
Capital expenditures(a)	$	561	$	—	$	7		$	568

(a)Includes accruals.

(b)Unrealized gain on commodity derivative instruments (See Note 14).

(c)Includes the full impairment of the International reporting unit goodwill of $95 million (see Note 13).

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Income Taxes

3 Months Ended

Mar. 31, 2021

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, 2021 and 2020, our effective income tax rates were as follows:

	Three Months Ended March 31,
	2021		2020
Effective income tax rate	9	%	6	%

The following items caused the effective income tax rates to be different from our U.S. statutory tax rate of 21% for 2021 and 2020:

•We currently have a valuation allowance on net federal deferred tax assets in the U.S., which results in no federal deferred tax expense or benefit on current year U.S. activity. This impact along with the income mix within E.G. between equity method investees and subsidiaries reduces the effective tax rate below the statutory tax rate for the periods ended March 31, 2021 and 2020.

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Credit Losses

3 Months Ended

Mar. 31, 2021

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 doubtful accounts balance were as follows:    

(In millions)	March 31, 2021		December 31, 2020
Beginning balance as of January 1	$	22	$	11
Cumulative-effect adjustment	—		12
Current period provision(a)	2		22
Current period write offs	—		(13)
Recoveries of amounts previously reserved	—		(10)
Ending balance	$	24	$	22

(a)As of March 31, 2021 and December 31, 2020, the current period provision consisted of $1 million and $10 million in joint interest receivables, respectively, and $1 million and $12 million in trade receivables, respectively.

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Inventories

3 Months Ended

Mar. 31, 2021

Inventory Disclosure [Abstract]

Inventories

Inventories

    Crude oil and natural gas 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, 2021		December 31, 2020
Crude oil and natural gas	$	13	$	10
Supplies and other items	65		66
Inventories	$	78	$	76

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Property, Plant and Equipment

3 Months Ended

Mar. 31, 2021

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment

(In millions)	March 31, 2021		December 31, 2020
United States	$	14,853	$	15,156
International	396		414
Corporate	64		68
Net property, plant and equipment	$	15,313	$	15,638

As of March 31, 2021 and December 31, 2020, we had $145 million and $98 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. The vast majority of the suspended wells require completion activities and installation of infrastructure in order to classify the reserves as proved.

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Impairments

3 Months Ended

Mar. 31, 2021

Impairment Expense [Abstract]

Impairments

Impairments

    The following table summarizes impairment charges of proved properties and goodwill and their corresponding fair values.

	Three Months Ended March 31,
	2021				2020
(In millions)	Fair Value		Impairment		Fair Value		Impairment
Long-lived assets held for use	$	—	$	1	$	—	$	2
Goodwill	$	—	$	—	$	—	$	95

•2020 – Impairments included $95 million of goodwill impairment in the International reporting unit. See Note 13 for further information.

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Asset Retirement Obligations

3 Months Ended

Mar. 31, 2021

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:

	Three Months Ended March 31,
(In millions)	2021		2020
Beginning balance as of January 1	$	254	$	254
Incurred liabilities, including acquisitions	4		1
Settled liabilities, including dispositions	(1)		(2)
Accretion expense (included in depreciation, depletion and amortization)	3		3
Revisions of estimates	2		(9)
Ending balance as of March 31 (a)	$	262	$	247

(a)    Ending balances include $11 million classified as short-term at March 31, 2021 and 2020.

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Leases

3 Months Ended

Mar. 31, 2021

Leases [Abstract]

Leases

LeasesWe enter into various lease agreements to support our operations including drilling rigs, well fracturing equipment, compressors, buildings, aircraft, 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.

Supplemental balance sheet information related to leases was as follows:

(In millions)		March 31, 2021		December 31, 2020
Operating Leases:	Balance Sheet Location:
Right-of-use asset	Other noncurrent assets	$	112	$	133
Current portion of long-term lease liability	Other current liabilities	$	62	$	70
Long-term lease liability	Deferred credits and other liabilities	$	58	$	67

    Our wholly owned subsidiary, Marathon E.G. Production Limited, is a lessor for residential housing in Equatorial Guinea, which is occupied by EGHoldings, a related party equity method investee – see Note 22. 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
2021	$	5
2022	6
2023	6
2024	6
2025	6
Thereafter	54
Total undiscounted cash flows	$	83

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 lessor and other participants are providing financing for up to $340 million to fund the estimated project costs. As of March 31, 2021, project costs incurred totaled approximately $182 million, including land acquisition and construction costs. The initial lease term is five years and will commence once construction is substantially complete and the new Houston office is ready for occupancy, which is expected to occur in the second half of 2021. 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 approximately 89% of the total acquisition and construction costs.

Leases

LeasesWe enter into various lease agreements to support our operations including drilling rigs, well fracturing equipment, compressors, buildings, aircraft, 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.

Supplemental balance sheet information related to leases was as follows:

(In millions)		March 31, 2021		December 31, 2020
Operating Leases:	Balance Sheet Location:
Right-of-use asset	Other noncurrent assets	$	112	$	133
Current portion of long-term lease liability	Other current liabilities	$	62	$	70
Long-term lease liability	Deferred credits and other liabilities	$	58	$	67

    Our wholly owned subsidiary, Marathon E.G. Production Limited, is a lessor for residential housing in Equatorial Guinea, which is occupied by EGHoldings, a related party equity method investee – see Note 22. 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
2021	$	5
2022	6
2023	6
2024	6
2025	6
Thereafter	54
Total undiscounted cash flows	$	83

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 lessor and other participants are providing financing for up to $340 million to fund the estimated project costs. As of March 31, 2021, project costs incurred totaled approximately $182 million, including land acquisition and construction costs. The initial lease term is five years and will commence once construction is substantially complete and the new Houston office is ready for occupancy, which is expected to occur in the second half of 2021. 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 approximately 89% of the total acquisition and construction costs.

Leases

LeasesWe enter into various lease agreements to support our operations including drilling rigs, well fracturing equipment, compressors, buildings, aircraft, 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.

Supplemental balance sheet information related to leases was as follows:

(In millions)		March 31, 2021		December 31, 2020
Operating Leases:	Balance Sheet Location:
Right-of-use asset	Other noncurrent assets	$	112	$	133
Current portion of long-term lease liability	Other current liabilities	$	62	$	70
Long-term lease liability	Deferred credits and other liabilities	$	58	$	67

    Our wholly owned subsidiary, Marathon E.G. Production Limited, is a lessor for residential housing in Equatorial Guinea, which is occupied by EGHoldings, a related party equity method investee – see Note 22. 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
2021	$	5
2022	6
2023	6
2024	6
2025	6
Thereafter	54
Total undiscounted cash flows	$	83

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 lessor and other participants are providing financing for up to $340 million to fund the estimated project costs. As of March 31, 2021, project costs incurred totaled approximately $182 million, including land acquisition and construction costs. The initial lease term is five years and will commence once construction is substantially complete and the new Houston office is ready for occupancy, which is expected to occur in the second half of 2021. 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 approximately 89% of the total acquisition and construction costs.

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Goodwill

3 Months Ended

Mar. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Goodwill

Goodwill is tested for impairment on an annual basis, or between annual tests when events or changes in circumstances indicate the fair value of a reporting unit with goodwill may have been reduced below its carrying value. During the first quarter of 2020, a global pandemic caused a substantial deterioration in the worldwide demand of hydrocarbons. The commensurate decline in our market capitalization indicated that it was more likely than not that the fair value of the International reporting unit was less than its carrying value.

We estimated the fair value of our International reporting unit using a combination of market and income approaches. The market approach referenced observable inputs specific to us and our industry, such as the price of our common equity, our enterprise value and valuation multiples of us and peers from the investor analyst community. The income approach utilized discounted cash flows, which were based on forecasted assumptions. These valuation methodologies represent Level 3 fair value measurements. Based on the results, we concluded our goodwill was fully impaired, and recorded an impairment of $95 million in the consolidated statements of income for the first quarter of 2020. This represented the entirety of our goodwill on our consolidated balance sheet.

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Derivatives

3 Months Ended

Mar. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

Derivatives

For further information regarding the fair value measurement of derivative instruments, see Note 15. All of our commodity 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 derivative instruments and the reported net amounts along with where they appear on the consolidated balance sheets.

	March 31, 2021
(In millions)	Asset		Liability		Net Asset (Liability)		Balance Sheet Location
Not Designated as Hedges
Commodity	$	2	$	107	$	(105)	Other current liabilities
Interest Rate	54		—		54		Other noncurrent assets
Total Not Designated as Hedges	$	56	$	107	$	(51)
Cash Flow Hedges
Interest Rate	$	48	$	—	$	48	Other noncurrent assets
Interest Rate	—		1		(1)		Other current liabilities
Interest Rate	—		5		(5)		Deferred credits and other liabilities
Total Designated Hedges	$	48	$	6	$	42
Total	$	104	$	113	$	(9)

	December 31, 2020
(In millions)	Asset		Liability		Net Asset (Liability)		Balance Sheet Location
Not Designated as Hedges
Commodity	$	3	$	1	$	2	Other current assets
Commodity	7		32		(25)		Other current liabilities
Interest Rate	10		—		10		Other noncurrent assets
Total Not Designated as Hedges	$	20	$	33	$	(13)
Cash Flow Hedges
Interest Rate	$	19	$	—	$	19	Other noncurrent assets
Interest Rate	—		16		(16)		Deferred credits and other liabilities
Total Designated Hedges	$	19	$	16	$	3
Total	$	39	$	49	$	(10)

Derivatives Not Designated as Hedges

Commodity Derivatives

We have entered into multiple crude oil, natural gas and NGL derivatives indexed to the respective indices as noted in the table below, related to a portion of our forecasted U.S. sales through 2021. These derivatives consist of three-way collars, two-way collars, fixed price swaps, basis swaps, and NYMEX roll basis swaps. Three-way collars consist of a sold call (ceiling), a purchased put (floor) and a sold put. The ceiling price is the maximum we will receive for the contract volumes; the floor is the minimum price we will receive, unless the market price falls below the sold put strike price. In this case, we receive the NYMEX WTI price plus the difference between the floor and the sold put price. Two-way collars only consist of a sold call (ceiling) and a purchased put (floor).

The following table sets forth outstanding derivative contracts as of March 31, 2021, and the weighted average prices for those contracts:

	2021
	Second Quarter		Third Quarter		Fourth Quarter
Crude Oil
NYMEX WTI Three-Way Collars
Volume (Bbls/day)	40,000		20,000		10,000
Weighted average price per Bbl:
Ceiling	$	61.45	$	68.41	$	71.64
Floor	$	39.75	$	47.50	$	50.00
Sold put	$	29.75	$	37.50	$	40.00
NYMEX WTI Two-Way Collars
Volume (Bbls/day)	50,000		30,000		30,000
Weighted average price per Bbl:
Ceiling	$	52.98	$	51.54	$	51.54
Floor	$	35.80	$	35.67	$	35.67
Basis Swaps - NYMEX WTI / UHC (a)
Volume (Bbls/day)	15,000		—		—
Weighted average price per Bbl	$	(1.80)	$	—	$	—
NYMEX Roll Basis Swaps
Volume (Bbls/day)	50,000		—		—
Weighted average price per Bbl	$	(0.13)	$	—	$	—
Natural Gas
Henry Hub (“HH”) Two-Way Collars
Volume (MMBtu/day)	200,000		200,000		200,000
Weighted average price per MMBtu:
Ceiling	$	3.05	$	3.05	$	3.05
Floor	$	2.50	$	2.50	$	2.50
Henry Hub (“HH”) Fixed Price Swaps
Volume (MMBtu/day)	50,000		50,000		50,000
Weighted average price per MMBtu	$	2.88	$	2.88	$	2.88
NGL
Fixed Price Propane Swaps (b)
Volume (Bbls/day)	5,000		5,000		5,000
Weighted average price per Bbl	$	23.19	$	23.19	$	23.19

(a)The basis differential price is indexed against U.S. Sweet Clearbrook (“UHC”) and NYMEX WTI.

(b)The fixed price propane swap is priced at OPIS Mont Belvieu Non-TET Propane.

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)	2021		2020
Unrealized gain (loss) on derivative instruments, net	$	(82)	$	171
Realized gain (loss) on derivative instruments, net(a)	$	(71)	$	31

(a)During the first quarter of 2021, net cash paid for settled derivative positions was $11 million. During the first quarter of 2020, net cash received for settled derivative positions was $13 million.

Interest Rate Swaps

During 2020, we entered into forward starting interest rate swaps to hedge the variations in cash flows related to fluctuations in the London Interbank Offered Rate (“LIBOR”) benchmark interest rate related to forecasted interest payments of a future debt issuance in 2022. Each respective derivative contract can be tied to an anticipated underlying dollar notional amount. During the third quarter of 2020, we de-designated these forward starting interest rate swaps previously designated as cash flow hedges. In the first quarter of 2021, the net deferred loss of $2 million in accumulated other comprehensive income related to these de-designated forward starting interest rate swaps was reclassified from accumulated other comprehensive income into earnings as an adjustment to net interest, as we fully redeemed the remainder of our outstanding 2022 notes in April 2021. Additionally, we recorded a $41 million mark-to-market gain within Net interest and other to reflect the change in value of these interest rate swaps during the first quarter 2021.

The following table presents, by maturity date, information about our de-designated forward starting interest rate swap agreements, including the rate.

	March 31, 2021				December 31, 2020
Maturity Date	Aggregate Notional Amount (in millions)		Weighted Average, LIBOR		Aggregate Notional Amount (in millions)		Weighted Average, LIBOR
November 1, 2022	$	500	0.99	%	$	500	0.99	%

Derivatives Designated as Cash Flow Hedges

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. We expect to refinance these debt maturities in 2025. The swaps will terminate on or prior to the refinancing of the debt and the final value will be reclassified from accumulated other comprehensive income into earnings with each future interest payment.

During 2019, we entered into forward starting interest rate swaps with a total notional amount of $320 million to hedge variations in cash flows related to the 1-month LIBOR component of future lease payments of our future Houston office. These swaps will settle monthly on the same day the lease payment is made with the first swap settlement occurring in January 2022. We expect the first lease payment to commence sometime in the period from December 2021 to May 2022. The last swap will mature in September 2026. As of March 31, 2021, amounts expected to be reclassified from accumulated other comprehensive income over the next twelve months were not material. See Note 12 for further details regarding the lease of the new Houston office.

The following table presents, by maturity date, information about our interest rate swap agreements, including the weighted average LIBOR-based, fixed rate.

	March 31, 2021				December 31, 2020
Maturity Date	Aggregate Notional Amount (in millions)		Weighted Average, LIBOR		Aggregate Notional Amount (in millions)		Weighted Average, LIBOR
June 1, 2025	$	350	0.95	%	$	350	0.95	%
September 9, 2026	$	320	1.51	%	$	320	1.51	%

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Fair Value Measurements

3 Months Ended

Mar. 31, 2021

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, 2021 and December 31, 2020 by hierarchy level.

	March 31, 2021
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Interest rate - not designated as cash flow hedges	$	—	$	54	$	—	$	54
Interest rate - designated as cash flow hedges	—		48		—		48
Derivative instruments, assets	$	—	$	102	$	—	$	102
Derivative instruments, liabilities
Commodity(a)	$	(16)	$	(89)	$	—	$	(105)
Interest rate - designated as cash flow hedges	—		(6)		—		(6)
Derivative instruments, liabilities	$	(16)	$	(95)	$	—	$	(111)
Total	$	(16)	$	7	$	—	$	(9)

	December 31, 2020
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Interest rate - not designated as cash flow hedges	$	—	$	10	$	—	$	10
Interest rate - designated as cash flow hedges	—		19		—		19
Derivative instruments, assets	$	—	$	29	$	—	$	29
Derivative instruments, liabilities
Commodity(a)	$	—	$	(23)	$	—	$	(23)
Interest rate - designated as cash flow hedges	—		(16)		—		(16)
Derivative instruments, liabilities	$	—	$	(39)	$	—	$	(39)
Total	$	—	$	(10)	$	—	$	(10)

(a)Commodity derivative instruments are recorded on a net basis in our consolidated balance sheet. See Note 14.

Commodity derivatives include three-way collars, two-way collars, fixed price swaps, basis swaps and NYMEX roll basis swaps. These instruments are measured at fair value using either a Black-Scholes or a modified Black-Scholes Model. For swaps, inputs to the models include only commodity prices and interest rates and are categorized as Level 1 because all assumptions and inputs are observable in active markets throughout the term of the instruments. For three-way collars and two-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 14 for detail on the forward starting interest rate swaps.

Fair Value Estimates – Goodwill

See Note 13 for detail information relating to goodwill.

Fair Values – Nonrecurring

See Note 10 for detail on our fair values related to impairments.

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, 2021 and December 31, 2020.

	March 31, 2021				December 31, 2020
(In millions)	Fair Value		Carrying Amount		Fair Value		Carrying Amount
Financial assets
Current assets	$	4	$	4	$	4	$	4
Other noncurrent assets	23		37		24		37
Total financial assets	$	27	$	41	$	28	$	41
Financial liabilities
Current liabilities	$	76	$	109	$	72	$	103
Long-term debt, including current portion(a)	6,035		5,431		6,077		5,431
Deferred credits and other liabilities	105		72		103		76
Total financial liabilities	$	6,216	$	5,612	$	6,252	$	5,610

(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.

All of our long-term debt instruments are publicly traded. A market approach, based upon quotes from major financial institutions, which are Level 2 inputs, is used to measure the fair value of our debt.

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Debt

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Debt

Debt

Revolving Credit Facility

As of March 31, 2021, we had no borrowings against our $3.0 billion unsecured revolving credit facility (“Credit Facility”), as described below.

The 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 Credit Facility and require the immediate repayment of all outstanding borrowings and the cash collateralization of all outstanding letters of credit under the Credit Facility. As of March 31, 2021, we were in compliance with this covenant with a ratio of 26%.

Debt Redemption

On March 30, 2021, we sent an irrevocable notice of redemption to the trustee to fully redeem our outstanding $500 million 2.8% Senior Notes due 2022 (“2022 Notes”). As such, the balance was reclassified to current liabilities on our consolidated balance sheet as of March 31, 2021. The 2022 Notes were redeemed subsequent to the first quarter on April 29, 2021.

Long-term debt

At March 31, 2021, we had $4.9 billion of total long-term debt outstanding. Our next significant long-term debt maturity is in the amount of $900 million due June 2025. Refer to our 2020 Annual Report on Form 10-K for a listing of our long-term debt maturities.

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Stockholders' Equity	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Stockholders' Equity	Stockholders’ EquityNo share repurchases were made under our share repurchases program during the three months ended March 31, 2021; however, we repurchased $9 million of shares during the first quarter related to our tax withholding obligation associated with the vesting of employee restricted stock awards. The total remaining share repurchase authorization was $1.3 billion at March 31, 2021. 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.

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Incentive Based Compensation

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

Incentive Based Compensation

Incentive Based Compensation

Stock options, restricted stock awards and restricted stock units

The following table presents a summary of activity for the first three months of 2021: 

	Stock Options			Restricted Stock Awards & Units
	Number of Shares	Weighted Average Exercise Price		Awards	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2020	6,014,255	$	21.00	7,851,754	$	11.72
Granted	—	$	—	2,296,019	$	11.20
Exercised/Vested	(78,667)	$	7.43	(2,873,107)	$	12.54
Canceled(a)	(532,945)	$	17.68	(785,182)	$	12.00
Outstanding at March 31, 2021	5,402,643	$	21.53	6,489,484	$	11.14

(a)Included in canceled are forfeitures related to workforce reductions.

Stock-based performance unit awards

During the first quarter of 2021, we granted stock-based performance unit awards as generally described in our 2020 Form 10-K, but with the addition of two indices to the peer group for these 2021 grants. During the first quarter of 2021, we also granted an additional type of stock-based performance unit award to eligible officers under the Marathon Oil Corporation 2019 Incentive Compensation Plan. At the grant date for these new stock-based performance units, each unit represents the value of one share of our common stock. These units are settled in cash, and the amount to be paid is generally based on the product of the number of units granted, the vesting percentage, and the average daily closing price of our common stock during the final 30 calendar days ending on the last trading day of the performance period. The vesting percentage can range from zero to 200%, which is based on performance achieved over a two-year performance period and as determined by the Compensation Committee of the Board of Directors. The performance metric is a predetermined amount of cumulative free cash flow, as defined by the award agreement, generated by the Company over the performance period. The units have a banking feature whereby the stock price valuation and vesting percentage are generally locked in at 50% and then again at 100%, if achieved during the performance period. Once those milestones are reached, the vesting percentage will not fall below those banked percentage amounts even if cumulative free cash flow subsequently declines during the performance period. Also, dividend equivalents may accrue generally during the performance period and would be paid in cash following the end of the performance period based on the amount of dividends credited over the performance period on shares of our common stock that represent the value of the units granted multiplied by the number of units that vest.

During the first three months of 2021, we granted the following:

•307,473 stock-based performance units to certain officers to be settled in shares. The grant date fair value per unit was $18.07, as calculated using a Monte Carlo valuation model.

•307,473 stock-based performance units to certain officers to be settled in cash. The grant date fair value per unit was $21.36, as calculated by multiplying an estimated vesting percentage at grant by our common stock’s closing stock price on the grant date.

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Defined Benefit Postretirement Plans

3 Months Ended

Mar. 31, 2021

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)	2021		2020		2021		2020
Service cost	$	4	$	5	$	—	$	—
Interest cost	2		3		—		1
Expected return on plan assets	(2)		(3)		—		—
Amortization:
– prior service credit	(2)		(2)		(4)		(4)
– actuarial loss	2		3		1		—
Net settlement loss(a)	—		2		—		—
Net periodic benefit costs (credits)(b)	$	4	$	8	$	(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 2021, we made contributions of $7 million to our funded pension plan. During the first three months of 2021, we also made a payment of $2 million related to other postretirement benefit plans. We currently expect to contribute an additional $26 million in contributions to our funded pension plan this year. However, as part of the American Rescue Plan Act passed by Congress and signed into law in March 2021, our funded pension plan is eligible for pension funding relief. As a result of the relief, required contributions could be lower than current projections, which might result in contributions to the plan this year that are lower than the current expected amount.

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Reclassifications Out of Accumulated Other Comprehensive Income (Loss)

3 Months Ended

Mar. 31, 2021

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)	2021		2020		Income Statement Line
Postretirement and postemployment plans
Amortization of prior service credit	$	6	$	6	Other net periodic benefit costs
Amortization of actuarial loss	(3)		(3)		Other net periodic benefit costs
Net settlement loss	—		(2)		Other net periodic benefit costs
Interest rate swaps
Reclassification of de-designated forward interest rate swaps	(2)		—		Net interest and other
Total reclassifications to expense, net of tax (a)	$	1	$	1	Net income (loss)

(a)During 2021 and 2020 we had a full valuation allowance on net federal deferred tax assets in the U.S. and as such, there is no tax impact to our postretirement and postemployment plans.

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Supplemental Cash Flow Information

3 Months Ended

Mar. 31, 2021

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

Supplemental Cash Flow Information

	Three Months Ended March 31,
(In millions)	2021		2020
Included in operating activities:
Interest paid, net of amounts capitalized	$	53	$	49
Income taxes paid to (received from) taxing authorities, net of refunds (a)	$	2	$	5
Noncash investing activities:
Increase (decrease) in asset retirement costs	$	6	$	(8)
Asset retirement obligations assumed by buyer	$	—	$	—

(a)The three months ended March 31, 2020 includes $3 million related to tax refunds.

    Other noncash investing activities include accrued capital expenditures for the three months ended March 31, 2021 and 2020 of $69 million and $238 million, respectively.

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Equity Method Investments

3 Months Ended

Mar. 31, 2021

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments

Equity Method Investments

During the periods ended March 31, 2021 and December 31, 2020 our equity method investees were considered related parties and are summarized in the following table:

(In millions)	Ownership as of March 31, 2021	March 31, 2021		December 31, 2020
EGHoldings (a)	60%	$	119	$	113
Alba Plant LLC (b)	52%	182		168
AMPCO (c)	45%	159		166
Total		$	460	$	447

(a)EGHoldings is engaged in LNG production activity.

(b)Alba Plant LLC processes LPG.

(c)AMPCO is engaged in methanol production activity.

Summarized financial information for equity method investees is as follows:

	Three Months Ended March 31,
(In millions)	2021		2020
Income data:
Revenues and other income	$	235	$	172
Income (loss) from operations	96		(30)
Net income (loss)	$	72	$	(26)

Revenues from related parties were $8 million and $10 million for the three months ended March 31, 2021 and 2020, respectively, with the majority related to EGHoldings in all periods.

Current receivables from related parties at March 31, 2021 were $18 million with the majority related to EGHoldings and $24 million at December 31, 2020 with the majority related to EGHoldings. Payables to related parties at March 31, 2021 and December 31, 2020 were $14 million and $13 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, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies 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 contain clauses that require 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 and certain

environmental liabilities arising from certain hydrocarbons in the custody of Alba Plant LLC. Pursuant to these agreements, MEGPL agreed to indemnify third party property or events, including environmental liabilities, injury to Alba Plant LLC’s personnel and damage to or loss of Alba Plant LLC’s automobiles. 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 $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 either 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 $4 million as of March 31, 2021, with a corresponding receivable from our investees. 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.

Various groups, including the State of North Dakota and three Indian 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.  As a result, as of March 31, 2021, we have a $114 million current liability in suspended royalty and working interest revenue, including interest, of which $104 million was included within accounts payable and $10 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 $23 million for capital and expenses.

In January 2020, we received a Notice of Violation from the EPA related to the Clean Air Act. The enforcement action will likely result in monetary sanctions and corrective actions yet-to-be specified and while the ultimate outcome and impact to us cannot be predicted with certainty, we believe these enforcement actions 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, declines in commodity prices have created an environment where there is an increased risk that owners and/or operators of assets purchased from us may no longer be able 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 any such liabilities, we could be required to accrue additional amounts in the future and these amounts could be material.

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, 2021, accrued liabilities for remediation 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.

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Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2021

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 2020 Annual Report on Form 10-K. The results of operations for the first quarter of 2021 are not necessarily indicative of the results to be expected for the full year.

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Income (loss) and Dividends per Common Share (Tables)

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The per share calculations below exclude 6 million of stock options for the three months ended March 31, 2021 and 2020 that were antidilutive.

	Three Months Ended March 31,
(In millions, except per share data)	2021		2020
Net income (loss)	$	97	$	(46)
Weighted average common shares outstanding	789		794
Effect of dilutive securities	—		—
Weighted average common shares, diluted	789		794
Net income (loss) per share:
Basic	$	0.12	$	(0.06)
Diluted	$	0.12	$	(0.06)
Dividends per share	$	0.03	$	0.05

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Revenues (Tables)

3 Months Ended

Mar. 31, 2021

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 as follows:

United States

	March 31, 2021
(In millions)	Eagle Ford		Bakken		Oklahoma		Northern Delaware		Other U.S.		Total
Crude oil and condensate	$	259	$	372	$	61	$	77	$	22	$	791
Natural gas liquids	26		41		37		9		3		116
Natural gas	47		25		109		25		9		215
Other	2		—		—		—		8		10
Revenues from contracts with customers	$	334	$	438	$	207	$	111	$	42	$	1,132

	March 31, 2020
(In millions)	Eagle Ford		Bakken		Oklahoma		Northern Delaware		Other U.S.		Total
Crude oil and condensate	$	307	$	330	$	84	$	74	$	33	$	828
Natural gas liquids	16		10		21		3		2		52
Natural gas	23		8		29		3		3		66
Other	2		—		—		—		22		24
Revenues from contracts with customers	$	348	$	348	$	134	$	80	$	60	$	970

International (E.G.)

	Three Months Ended March 31,
(In millions)	2021		2020
Crude oil and condensate	$	37	$	45
Natural gas liquids	1		1
Natural gas	7		8
Revenues from contracts with customers	$	45	$	54

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2021

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

	Three Months Ended March 31, 2021
(In millions)	U.S.		Int’l		Not Allocated to Segments			Total
Revenues from contracts with customers	$	1,132	$	45	$	—		$	1,177
Net gain (loss) on commodity derivatives	(71)		—		(82)		(b)	(153)
Income (loss) from equity method investments	—		44		—			44
Other income	1		1		1			3
Less costs and expenses:
Production	111		10		—			121
Shipping, handling and other operating	144		4		4			152
Exploration	21		—		—			21
Depreciation, depletion and amortization	472		19		5			496
Impairments	—		—		1			1
Taxes other than income	74		—		—			74
General and administrative	23		2		64		(c)	89
Net interest and other	—		—		13		(d)	13
Other net periodic benefit costs	—		—		(3)			(3)
Income tax provision	5		5		—			10
Segment income (loss)	$	212	$	50	$	(165)		$	97
Total assets	$	15,949	$	1,046	$	1,238		$	18,233
Capital expenditures(a)	$	183	$	—	$	1		$	184

(a)Includes accruals.

(b)Unrealized loss on commodity derivative instruments (See Note 14).

(c)Includes $13 million associated with the termination of an aircraft lease agreement and $11 million arising from severance expenses associated with a workforce reduction.

(d)Includes a $41 million gain on 2022 interest rate swaps not designated as cash flow hedges.

	Three Months Ended March 31, 2020
(In millions)	U.S.		Int’l		Not Allocated to Segments			Total
Revenues from contracts with customers	$	970	$	54	$	—		$	1,024
Net gain on commodity derivatives	31		—		171		(b)	202
Income (loss) from equity method investments	—		(12)		—			(12)
Net gain on disposal of assets	—		—		9			9
Other income	4		2		1			7
Less costs and expenses:
Production	143		17		—			160
Shipping, handling and other operating	140		3		1			144
Exploration	28		—		—			28
Depreciation, depletion and amortization	617		21		6			644
Impairments	—		—		97		(c)	97
Taxes other than income	66		—		—			66
General and administrative	32		4		40			76
Net interest and other	—		—		64			64
Income tax benefit	(1)		—		(2)			(3)
Segment loss	$	(20)	$	(1)	$	(25)		$	(46)
Total assets	$	17,453	$	1,405	$	857		$	19,715
Capital expenditures(a)	$	561	$	—	$	7		$	568

(a)Includes accruals.

(b)Unrealized gain on commodity derivative instruments (See Note 14).

(c)Includes the full impairment of the International reporting unit goodwill of $95 million (see Note 13).

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Income Taxes (Tables)

3 Months Ended

Mar. 31, 2021

Income Tax Disclosure [Abstract]

Effective Income Tax Rate

For the three months ended March 31, 2021 and 2020, our effective income tax rates were as follows:

	Three Months Ended March 31,
	2021		2020
Effective income tax rate	9	%	6	%

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Credit Losses (Tables)

3 Months Ended

Mar. 31, 2021

Credit Loss [Abstract]

Changes in Allowance For Doubtful Account Balance

Changes in the allowance for doubtful accounts balance were as follows:    

(In millions)	March 31, 2021		December 31, 2020
Beginning balance as of January 1	$	22	$	11
Cumulative-effect adjustment	—		12
Current period provision(a)	2		22
Current period write offs	—		(13)
Recoveries of amounts previously reserved	—		(10)
Ending balance	$	24	$	22

(a)As of March 31, 2021 and December 31, 2020, the current period provision consisted of $1 million and $10 million in joint interest receivables, respectively, and $1 million and $12 million in trade receivables, respectively.

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Inventories (Tables)

3 Months Ended

Mar. 31, 2021

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

(In millions)	March 31, 2021		December 31, 2020
Crude oil and natural gas	$	13	$	10
Supplies and other items	65		66
Inventories	$	78	$	76

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Property, Plant and Equipment (Tables)

3 Months Ended

Mar. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

(In millions)	March 31, 2021		December 31, 2020
United States	$	14,853	$	15,156
International	396		414
Corporate	64		68
Net property, plant and equipment	$	15,313	$	15,638

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Impairments (Tables)

3 Months Ended

Mar. 31, 2021

Impairment Expense [Abstract]

Fair Value Measurements, Nonrecurring

The following table summarizes impairment charges of proved properties and goodwill and their corresponding fair values.

	Three Months Ended March 31,
	2021				2020
(In millions)	Fair Value		Impairment		Fair Value		Impairment
Long-lived assets held for use	$	—	$	1	$	—	$	2
Goodwill	$	—	$	—	$	—	$	95

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Asset Retirement Obligations (Tables)

3 Months Ended

Mar. 31, 2021

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:

	Three Months Ended March 31,
(In millions)	2021		2020
Beginning balance as of January 1	$	254	$	254
Incurred liabilities, including acquisitions	4		1
Settled liabilities, including dispositions	(1)		(2)
Accretion expense (included in depreciation, depletion and amortization)	3		3
Revisions of estimates	2		(9)
Ending balance as of March 31 (a)	$	262	$	247

(a)    Ending balances include $11 million classified as short-term at March 31, 2021 and 2020.

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Leases (Tables)

3 Months Ended

Mar. 31, 2021

Leases [Abstract]

Supplemental Balance Sheet Information

Supplemental balance sheet information related to leases was as follows:

(In millions)		March 31, 2021		December 31, 2020
Operating Leases:	Balance Sheet Location:
Right-of-use asset	Other noncurrent assets	$	112	$	133
Current portion of long-term lease liability	Other current liabilities	$	62	$	70
Long-term lease liability	Deferred credits and other liabilities	$	58	$	67

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
2021	$	5
2022	6
2023	6
2024	6
2025	6
Thereafter	54
Total undiscounted cash flows	$	83

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Derivatives (Tables)

3 Months Ended

Mar. 31, 2021

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 derivative instruments and the reported net amounts along with where they appear on the consolidated balance sheets.

	March 31, 2021
(In millions)	Asset		Liability		Net Asset (Liability)		Balance Sheet Location
Not Designated as Hedges
Commodity	$	2	$	107	$	(105)	Other current liabilities
Interest Rate	54		—		54		Other noncurrent assets
Total Not Designated as Hedges	$	56	$	107	$	(51)
Cash Flow Hedges
Interest Rate	$	48	$	—	$	48	Other noncurrent assets
Interest Rate	—		1		(1)		Other current liabilities
Interest Rate	—		5		(5)		Deferred credits and other liabilities
Total Designated Hedges	$	48	$	6	$	42
Total	$	104	$	113	$	(9)

	December 31, 2020
(In millions)	Asset		Liability		Net Asset (Liability)		Balance Sheet Location
Not Designated as Hedges
Commodity	$	3	$	1	$	2	Other current assets
Commodity	7		32		(25)		Other current liabilities
Interest Rate	10		—		10		Other noncurrent assets
Total Not Designated as Hedges	$	20	$	33	$	(13)
Cash Flow Hedges
Interest Rate	$	19	$	—	$	19	Other noncurrent assets
Interest Rate	—		16		(16)		Deferred credits and other liabilities
Total Designated Hedges	$	19	$	16	$	3
Total	$	39	$	49	$	(10)

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)	2021		2020
Unrealized gain (loss) on derivative instruments, net	$	(82)	$	171
Realized gain (loss) on derivative instruments, net(a)	$	(71)	$	31

(a)During the first quarter of 2021, net cash paid for settled derivative positions was $11 million. During the first quarter of 2020, net cash received for settled derivative positions was $13 million.

Schedule of Notional Amounts of Outstanding Derivative Positions

The following table sets forth outstanding derivative contracts as of March 31, 2021, and the weighted average prices for those contracts:

	2021
	Second Quarter		Third Quarter		Fourth Quarter
Crude Oil
NYMEX WTI Three-Way Collars
Volume (Bbls/day)	40,000		20,000		10,000
Weighted average price per Bbl:
Ceiling	$	61.45	$	68.41	$	71.64
Floor	$	39.75	$	47.50	$	50.00
Sold put	$	29.75	$	37.50	$	40.00
NYMEX WTI Two-Way Collars
Volume (Bbls/day)	50,000		30,000		30,000
Weighted average price per Bbl:
Ceiling	$	52.98	$	51.54	$	51.54
Floor	$	35.80	$	35.67	$	35.67
Basis Swaps - NYMEX WTI / UHC (a)
Volume (Bbls/day)	15,000		—		—
Weighted average price per Bbl	$	(1.80)	$	—	$	—
NYMEX Roll Basis Swaps
Volume (Bbls/day)	50,000		—		—
Weighted average price per Bbl	$	(0.13)	$	—	$	—
Natural Gas
Henry Hub (“HH”) Two-Way Collars
Volume (MMBtu/day)	200,000		200,000		200,000
Weighted average price per MMBtu:
Ceiling	$	3.05	$	3.05	$	3.05
Floor	$	2.50	$	2.50	$	2.50
Henry Hub (“HH”) Fixed Price Swaps
Volume (MMBtu/day)	50,000		50,000		50,000
Weighted average price per MMBtu	$	2.88	$	2.88	$	2.88
NGL
Fixed Price Propane Swaps (b)
Volume (Bbls/day)	5,000		5,000		5,000
Weighted average price per Bbl	$	23.19	$	23.19	$	23.19

(a)The basis differential price is indexed against U.S. Sweet Clearbrook (“UHC”) and NYMEX WTI.

(b)The fixed price propane swap is priced at OPIS Mont Belvieu Non-TET Propane.

Schedule of Interest Rate Swap Agreement

The following table presents, by maturity date, information about our de-designated forward starting interest rate swap agreements, including the rate.

	March 31, 2021				December 31, 2020
Maturity Date	Aggregate Notional Amount (in millions)		Weighted Average, LIBOR		Aggregate Notional Amount (in millions)		Weighted Average, LIBOR
November 1, 2022	$	500	0.99	%	$	500	0.99	%

The following table presents, by maturity date, information about our interest rate swap agreements, including the weighted average LIBOR-based, fixed rate.

	March 31, 2021				December 31, 2020
Maturity Date	Aggregate Notional Amount (in millions)		Weighted Average, LIBOR		Aggregate Notional Amount (in millions)		Weighted Average, LIBOR
June 1, 2025	$	350	0.95	%	$	350	0.95	%
September 9, 2026	$	320	1.51	%	$	320	1.51	%

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2021

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, 2021 and December 31, 2020 by hierarchy level.

	March 31, 2021
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Interest rate - not designated as cash flow hedges	$	—	$	54	$	—	$	54
Interest rate - designated as cash flow hedges	—		48		—		48
Derivative instruments, assets	$	—	$	102	$	—	$	102
Derivative instruments, liabilities
Commodity(a)	$	(16)	$	(89)	$	—	$	(105)
Interest rate - designated as cash flow hedges	—		(6)		—		(6)
Derivative instruments, liabilities	$	(16)	$	(95)	$	—	$	(111)
Total	$	(16)	$	7	$	—	$	(9)

	December 31, 2020
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Interest rate - not designated as cash flow hedges	$	—	$	10	$	—	$	10
Interest rate - designated as cash flow hedges	—		19		—		19
Derivative instruments, assets	$	—	$	29	$	—	$	29
Derivative instruments, liabilities
Commodity(a)	$	—	$	(23)	$	—	$	(23)
Interest rate - designated as cash flow hedges	—		(16)		—		(16)
Derivative instruments, liabilities	$	—	$	(39)	$	—	$	(39)
Total	$	—	$	(10)	$	—	$	(10)

(a)Commodity derivative instruments are recorded on a net basis in our consolidated balance sheet. See Note 14.

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, 2021 and December 31, 2020.

	March 31, 2021				December 31, 2020
(In millions)	Fair Value		Carrying Amount		Fair Value		Carrying Amount
Financial assets
Current assets	$	4	$	4	$	4	$	4
Other noncurrent assets	23		37		24		37
Total financial assets	$	27	$	41	$	28	$	41
Financial liabilities
Current liabilities	$	76	$	109	$	72	$	103
Long-term debt, including current portion(a)	6,035		5,431		6,077		5,431
Deferred credits and other liabilities	105		72		103		76
Total financial liabilities	$	6,216	$	5,612	$	6,252	$	5,610

(a)Excludes debt issuance costs.

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Incentive Based Compensation (Tables)

3 Months Ended

Mar. 31, 2021

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 2021: 

	Stock Options			Restricted Stock Awards & Units
	Number of Shares	Weighted Average Exercise Price		Awards	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2020	6,014,255	$	21.00	7,851,754	$	11.72
Granted	—	$	—	2,296,019	$	11.20
Exercised/Vested	(78,667)	$	7.43	(2,873,107)	$	12.54
Canceled(a)	(532,945)	$	17.68	(785,182)	$	12.00
Outstanding at March 31, 2021	5,402,643	$	21.53	6,489,484	$	11.14

(a)Included in canceled are forfeitures related to workforce reductions.

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Defined Benefit Postretirement Plans (Tables)

3 Months Ended

Mar. 31, 2021

Retirement Benefits [Abstract]

Schedule of Net Periodic Benefit Cost

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

	Three Months Ended March 31,
	Pension Benefits				Other Benefits
(In millions)	2021		2020		2021		2020
Service cost	$	4	$	5	$	—	$	—
Interest cost	2		3		—		1
Expected return on plan assets	(2)		(3)		—		—
Amortization:
– prior service credit	(2)		(2)		(4)		(4)
– actuarial loss	2		3		1		—
Net settlement loss(a)	—		2		—		—
Net periodic benefit costs (credits)(b)	$	4	$	8	$	(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, 2021

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)	2021		2020		Income Statement Line
Postretirement and postemployment plans
Amortization of prior service credit	$	6	$	6	Other net periodic benefit costs
Amortization of actuarial loss	(3)		(3)		Other net periodic benefit costs
Net settlement loss	—		(2)		Other net periodic benefit costs
Interest rate swaps
Reclassification of de-designated forward interest rate swaps	(2)		—		Net interest and other
Total reclassifications to expense, net of tax (a)	$	1	$	1	Net income (loss)

(a)During 2021 and 2020 we had a full valuation allowance on net federal deferred tax assets in the U.S. and as such, there is no tax impact to our postretirement and postemployment plans.

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Supplemental Cash Flow Information (Tables)

3 Months Ended

Mar. 31, 2021

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

	Three Months Ended March 31,
(In millions)	2021		2020
Included in operating activities:
Interest paid, net of amounts capitalized	$	53	$	49
Income taxes paid to (received from) taxing authorities, net of refunds (a)	$	2	$	5
Noncash investing activities:
Increase (decrease) in asset retirement costs	$	6	$	(8)
Asset retirement obligations assumed by buyer	$	—	$	—

(a)The three months ended March 31, 2020 includes $3 million related to tax refunds.

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Equity Method Investments (Tables)

3 Months Ended

Mar. 31, 2021

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Equity Method Investments

During the periods ended March 31, 2021 and December 31, 2020 our equity method investees were considered related parties and are summarized in the following table:

(In millions)	Ownership as of March 31, 2021	March 31, 2021		December 31, 2020
EGHoldings (a)	60%	$	119	$	113
Alba Plant LLC (b)	52%	182		168
AMPCO (c)	45%	159		166
Total		$	460	$	447

(a)EGHoldings is engaged in LNG production activity.

(b)Alba Plant LLC processes LPG.

(c)AMPCO is engaged in methanol production activity.

Summarized financial information for equity method investees is as follows:

	Three Months Ended March 31,
(In millions)	2021		2020
Income data:
Revenues and other income	$	235	$	172
Income (loss) from operations	96		(30)
Net income (loss)	$	72	$	(26)

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Income (loss) and Dividends per Common Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share (in shares)	6	6
Net income (loss)	$ 97	$ (46)
Weighted average common shares outstanding (in shares)	789	794
Effect of dilutive securities (in shares)	0	0
Weighted average common shares, diluted (in shares)	789	794
Net income (loss) per share:
Basic (in dollars per share)	$ 0.12	$ (0.06)
Diluted (in dollars per share)	0.12	(0.06)
Dividends per share (in dollars per share)	$ 0.03	$ 0.05

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Revenues - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Receivables from contract with customer	$ 761	$ 572

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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, 2021	Mar. 31, 2020
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	$ 1,177	$ 1,024
United States E&P
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	1,132	970
United States E&P | Eagle Ford
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	334	348
United States E&P | Bakken
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	438	348
United States E&P | Oklahoma
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	207	134
United States E&P | Northern Delaware
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	111	80
United States E&P | Other U.S.
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	42	60
United States E&P | Crude oil and condensate
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	791	828
United States E&P | Crude oil and condensate | Eagle Ford
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	259	307
United States E&P | Crude oil and condensate | Bakken
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	372	330
United States E&P | Crude oil and condensate | Oklahoma
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	61	84
United States E&P | Crude oil and condensate | Northern Delaware
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	77	74
United States E&P | Crude oil and condensate | Other U.S.
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	22	33
United States E&P | Natural gas liquids
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	116	52
United States E&P | Natural gas liquids | Eagle Ford
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	26	16
United States E&P | Natural gas liquids | Bakken
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	41	10
United States E&P | Natural gas liquids | Oklahoma
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	37	21
United States E&P | Natural gas liquids | Northern Delaware
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	9	3
United States E&P | Natural gas liquids | Other U.S.
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	3	2
United States E&P | Natural gas
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	215	66
United States E&P | Natural gas | Eagle Ford
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	47	23
United States E&P | Natural gas | Bakken
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	25	8
United States E&P | Natural gas | Oklahoma
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	109	29
United States E&P | Natural gas | Northern Delaware
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	25	3
United States E&P | Natural gas | Other U.S.
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	9	3
United States E&P | Other
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	10	24
United States E&P | Other | Eagle Ford
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	2	2
United States E&P | Other | Bakken
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	0	0
United States E&P | Other | Oklahoma
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	0	0
United States E&P | Other | Northern Delaware
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	0	0
United States E&P | Other | Other U.S.
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	8	22
International E&P | Equatorial Guinea
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	45	54
International E&P | Crude oil and condensate | Equatorial Guinea
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	37	45
International E&P | Natural gas liquids | Equatorial Guinea
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	1	1
International E&P | Natural gas | Equatorial Guinea
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	$ 7	$ 8

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Segment Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2021 USD ($) segment	Mar. 31, 2020 USD ($)	Dec. 31, 2020 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | segment	2
Revenues from contracts with customers	$ 1,177	$ 1,024
Net gain (loss) on commodity derivatives	(153)	202
Income (loss) from equity method investments	44	(12)
Net gain on disposal of assets	0	9
Other income	3	7
Less costs and expenses:
Production	121	160
Shipping, handling and other operating	152	144
Exploration	21	28
Depreciation, depletion and amortization	496	644
Impairments	1	97
Taxes other than income	74	66
General and administrative	89	76
Net interest and other	13	64
Other net periodic benefit costs	(3)	0
Income tax provision	10	(3)
Net income (loss)	97	(46)
Total assets	18,233	19,715	$ 17,956
Capital expenditures	184	568
Loss on lease termination	13
Severance costs	11
Goodwill impairment loss	0	95
Interest Rate | Not Designated as Hedges
Less costs and expenses:
Gain on interest rate swap	41
Pension Plan
Less costs and expenses:
Other net periodic benefit costs	0	2
Not Allocated to Segments
Segment Reporting Information [Line Items]
Revenues from contracts with customers	0	0
Net gain (loss) on commodity derivatives	(82)	171
Income (loss) from equity method investments	0	0
Net gain on disposal of assets		9
Other income	1	1
Less costs and expenses:
Production	0	0
Shipping, handling and other operating	4	1
Exploration	0	0
Depreciation, depletion and amortization	5	6
Impairments	1	97
Taxes other than income	0	0
General and administrative	64	40
Net interest and other	13	64
Other net periodic benefit costs	(3)
Income tax provision	0	(2)
Net income (loss)	(165)	(25)
Total assets	1,238	857
Capital expenditures	1	7
United States E&P
Segment Reporting Information [Line Items]
Revenues from contracts with customers	1,132	970
United States E&P | Operating Segments
Segment Reporting Information [Line Items]
Revenues from contracts with customers	1,132	970
Net gain (loss) on commodity derivatives	(71)	31
Income (loss) from equity method investments	0	0
Net gain on disposal of assets		0
Other income	1	4
Less costs and expenses:
Production	111	143
Shipping, handling and other operating	144	140
Exploration	21	28
Depreciation, depletion and amortization	472	617
Impairments	0	0
Taxes other than income	74	66
General and administrative	23	32
Net interest and other	0	0
Other net periodic benefit costs	0
Income tax provision	5	(1)
Net income (loss)	212	(20)
Total assets	15,949	17,453
Capital expenditures	183	561
Int'l E&P | Operating Segments
Segment Reporting Information [Line Items]
Revenues from contracts with customers	45	54
Net gain (loss) on commodity derivatives	0	0
Income (loss) from equity method investments	44	(12)
Net gain on disposal of assets		0
Other income	1	2
Less costs and expenses:
Production	10	17
Shipping, handling and other operating	4	3
Exploration	0	0
Depreciation, depletion and amortization	19	21
Impairments	0	0
Taxes other than income	0	0
General and administrative	2	4
Net interest and other	0	0
Other net periodic benefit costs	0
Income tax provision	5	0
Net income (loss)	50	(1)
Total assets	1,046	1,405
Capital expenditures	$ 0	$ 0

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Income Taxes (Details)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Effective income tax expense (benefit) rate	9.00%	6.00%

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Credit Losses (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Beginning balance as of January 1	$ 22	$ 11	$ 11
Current period provision	2	22
Current period write offs	0	(13)
Recoveries of amounts previously reserved	0	(10)
Ending balance	24	22	22
Cumulative Effect, Period of Adoption, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Beginning balance as of January 1	0	$ 12	12
Ending balance			0
Joint Interest Receivables
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Current period provision	1		10
Trade Receivables
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Current period provision	$ 1		$ 12

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Inventories (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Crude oil and natural gas	$ 13	$ 10
Supplies and other items	65	66
Inventories	$ 78	$ 76

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Property, Plant and Equipment (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net	$ 15,313	$ 15,638
Exploratory well costs capitalized greater than one year after completion of drilling	145	98
Operating Segments | United States E&P
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net	14,853	15,156
Operating Segments | International E&P
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net	396	414
Not Allocated to Segments
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net	$ 64	$ 68

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Impairments (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Impairment Expense [Abstract]
Long lived assets held for use, fair value	$ 0	$ 0
Impairments	1	2
Goodwill	0	0
Goodwill impairment loss	$ 0	$ 95

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Asset Retirement Obligations (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Beginning balance as of January 1	$ 254	$ 254
Incurred liabilities, including acquisitions	4	1
Settled liabilities, including dispositions	(1)	(2)
Accretion expense (included in depreciation, depletion and amortization)	3	3
Revisions of estimates	2	(9)
Ending balance as of March 31	262	247
Asset retirement obligation, current	$ 11	$ 11

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Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Other noncurrent assets	Other noncurrent assets
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	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
Right-of-use asset	$ 112	$ 133
Current portion of long-term lease liability	62	70
Long-term lease liability	$ 58	$ 67

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Leases - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2021 USD ($)
Leases [Abstract]
Annual payments to be received	$ 6
Maximum financing available	340
Total costs incurred under lease	$ 182
Term of contract	5 years
Finance lease extension term	5 years
Residual value guarantee	89.00%

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Leases - Lease Payments to be Received (Details) $ in Millions	Mar. 31, 2021 USD ($)
Leases [Abstract]
2021	$ 5
2022	6
2023	6
2024	6
2025	6
Thereafter	54
Total undiscounted cash flows	$ 83

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Goodwill (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill impairment loss	$ 0	$ 95

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Derivatives - Balance Sheet Components (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Derivatives, Fair Value [Line Items]
Asset	$ 104	$ 39
Liability	113	49
Net Asset (Liability)	(9)	(10)
Not Designated as Hedges
Derivatives, Fair Value [Line Items]
Asset	56	20
Liability	107	33
Net Asset (Liability)	(51)	(13)
Cash Flow Hedges
Derivatives, Fair Value [Line Items]
Asset	48	19
Liability	6	16
Net Asset (Liability)	42	3
Commodity | Other current assets | Not Designated as Hedges
Derivatives, Fair Value [Line Items]
Asset		3
Liability		1
Net Asset (Liability)		2
Commodity | Other current liabilities | Not Designated as Hedges
Derivatives, Fair Value [Line Items]
Asset	2	7
Liability	107	32
Net Asset (Liability)	(105)	(25)
Interest Rate | Other current liabilities | Cash Flow Hedges
Derivatives, Fair Value [Line Items]
Asset	0
Liability	1
Net Asset (Liability)	(1)
Interest Rate | Other noncurrent assets | Not Designated as Hedges
Derivatives, Fair Value [Line Items]
Asset	54	10
Liability	0	0
Net Asset (Liability)	54	10
Interest Rate | Other noncurrent assets | Cash Flow Hedges
Derivatives, Fair Value [Line Items]
Asset	48	19
Liability	0	0
Net Asset (Liability)	48	19
Interest Rate | Deferred credits and other liabilities | Cash Flow Hedges
Derivatives, Fair Value [Line Items]
Asset	0	0
Liability	5	16
Net Asset (Liability)	$ (5)	$ (16)

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Derivatives - Outstanding Derivative Contracts (Details) - Not Designated as Hedges	Mar. 31, 2021 Bbls_per_day MMBTU_per_day $ / bbl $ / MMBTU
Three-Way Collars - Crude Oil 2021 Q2
Derivative [Line Items]
Derivative, volume | Bbls_per_day	40,000
Derivative, ceiling	61.45
Derivative, floor	39.75
Derivative, sold put	29.75
Three-Way Collars - Crude Oil 2021 Q3
Derivative [Line Items]
Derivative, volume | Bbls_per_day	20,000
Derivative, ceiling	68.41
Derivative, floor	47.50
Derivative, sold put	37.50
Three-Way Collars - Crude Oil 2021 Q4
Derivative [Line Items]
Derivative, volume | Bbls_per_day	10,000
Derivative, ceiling	71.64
Derivative, floor	50.00
Derivative, sold put	40.00
Two-Way Collars - Crude Oil 2021 Q2
Derivative [Line Items]
Derivative, volume | Bbls_per_day	50,000
Derivative, ceiling	52.98
Derivative, floor	35.80
Two-Way Collars - Crude Oil 2021 Q3
Derivative [Line Items]
Derivative, volume | Bbls_per_day	30,000
Derivative, ceiling	51.54
Derivative, floor	35.67
Two-Way Collars - Crude Oil 2021 Q4
Derivative [Line Items]
Derivative, volume | Bbls_per_day	30,000
Derivative, ceiling	51.54
Derivative, floor	35.67
NYMEX WTI / UHC - Crude Oil 2021 Q2
Derivative [Line Items]
Derivative, volume | Bbls_per_day	15,000
NYMEX WTI / UHC - Crude Oil 2021 Q2 | Long
Derivative [Line Items]
Derivative, weighted average price	(1.80)
NYMEX WTI / UHC - Crude Oil 2021 Q3
Derivative [Line Items]
Derivative, volume | Bbls_per_day	0
NYMEX WTI / UHC - Crude Oil 2021 Q3 | Long
Derivative [Line Items]
Derivative, weighted average price	0
NYMEX WTI / UHC - Crude Oil 2021 Q4
Derivative [Line Items]
Derivative, volume | Bbls_per_day	0
NYMEX WTI / UHC - Crude Oil 2021 Q4 | Long
Derivative [Line Items]
Derivative, weighted average price	0
NYMEX Roll Basis Swaps - Crude Oil 2021 Q2
Derivative [Line Items]
Derivative, volume | Bbls_per_day	50,000
NYMEX Roll Basis Swaps - Crude Oil 2021 Q2 | Long
Derivative [Line Items]
Derivative, weighted average price	(0.13)
NYMEX Roll Basis Swaps - Crude Oil 2021 Q3
Derivative [Line Items]
Derivative, volume | Bbls_per_day	0
NYMEX Roll Basis Swaps - Crude Oil 2021 Q3 | Long
Derivative [Line Items]
Derivative, weighted average price	0
NYMEX Roll Basis Swaps - Crude Oil 2021 Q4
Derivative [Line Items]
Derivative, volume | Bbls_per_day	0
NYMEX Roll Basis Swaps - Crude Oil 2021 Q4 | Long
Derivative [Line Items]
Derivative, weighted average price	0
Two-Way Collars - Natural Gas 2021 Q2
Derivative [Line Items]
Derivative, volume | MMBTU_per_day	200,000
Derivative, ceiling | $ / MMBTU	3.05
Derivative, floor | $ / MMBTU	2.50
Two-Way Collars - Natural Gas 2021 Q3
Derivative [Line Items]
Derivative, volume | MMBTU_per_day	200,000
Derivative, ceiling | $ / MMBTU	3.05
Derivative, floor | $ / MMBTU	2.50
Two-Way Collars - Natural Gas 2021 Q4
Derivative [Line Items]
Derivative, volume | MMBTU_per_day	200,000
Derivative, ceiling | $ / MMBTU	3.05
Derivative, floor | $ / MMBTU	2.50
Henry Hub Basis Swaps - Natural Gas 2021 Q2
Derivative [Line Items]
Derivative, volume | MMBTU_per_day	50,000
Henry Hub Basis Swaps - Natural Gas 2021 Q2 | Short
Derivative [Line Items]
Derivative, weighted average price | $ / MMBTU	2.88
Henry Hub Basis Swaps - Natural Gas 2021 Q3
Derivative [Line Items]
Derivative, volume | MMBTU_per_day	50,000
Henry Hub Basis Swaps - Natural Gas 2021 Q3 | Short
Derivative [Line Items]
Derivative, weighted average price | $ / MMBTU	2.88
Henry Hub Basis Swaps - Natural Gas 2021 Q4
Derivative [Line Items]
Derivative, volume | MMBTU_per_day	50,000
Henry Hub Basis Swaps - Natural Gas 2021 Q4 | Short
Derivative [Line Items]
Derivative, weighted average price | $ / MMBTU	2.88
Fixed Price Propane Swaps - NGL 2021 Q2
Derivative [Line Items]
Derivative, volume | Bbls_per_day	5,000
Fixed Price Propane Swaps - NGL 2021 Q2 | Short
Derivative [Line Items]
Derivative, weighted average price	23.19
Fixed Price Propane Swaps - NGL 2021 Q3
Derivative [Line Items]
Derivative, volume | Bbls_per_day	5,000
Fixed Price Propane Swaps - NGL 2021 Q3 | Short
Derivative [Line Items]
Derivative, weighted average price	23.19
Fixed Price Propane Swaps - NGL 2021 Q4
Derivative [Line Items]
Derivative, volume | Bbls_per_day	5,000
Fixed Price Propane Swaps - NGL 2021 Q4 | Short
Derivative [Line Items]
Derivative, weighted average price	23.19

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Derivatives - Schedule of mark-to-market impact and commodity derivative settlements (Details) - Commodity - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Derivative Instruments, Gain (Loss) [Line Items]
Unrealized gain (loss) on derivative instruments, net	$ (82)	$ 171
Realized gain (loss) on derivative instruments, net(a)	(71)	31
Net settlements of derivative instruments	$ 11	$ (13)

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Derivatives - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Interest Rate | Not Designated as Hedges
Derivative Instruments, Gain (Loss) [Line Items]
Gain on interest rate swap	$ 41
Interest Rate Contract, Maturing June 1, 2025
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, notional amount	350	$ 350
Interest Rate Contract, Maturing September 9, 2026
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, notional amount	320	$ 320	$ 320
Not Designated as Hedges | Interest Rate
Derivative Instruments, Gain (Loss) [Line Items]
Reclassification of de-designated forward interest rate swaps	$ 2

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Derivatives - Schedule of Terminated Interest Rate Swap Agreements (Details) - Interest Rate Contract, Maturing November 1, 2022 - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Derivative [Line Items]
Derivative, notional amount	$ 500	$ 500
Weighted average interest rate, LIBOR	0.99%	0.99%

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Derivatives - Schedule of Interest Rate Swap Agreements (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Interest Rate Contract, Maturing June 1, 2025
Derivative [Line Items]
Derivative, notional amount	$ 350	$ 350
Weighted average interest rate, LIBOR	0.95%	0.95%
Interest Rate Contract, Maturing September 9, 2026
Derivative [Line Items]
Derivative, notional amount	$ 320	$ 320	$ 320
Weighted average interest rate, LIBOR	1.51%	1.51%

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Fair Value Measurements - Fair Values - Recurring (Details) - Recurring - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	$ 102	$ 29
Derivative instruments, liabilities	(111)	(39)
Total	(9)	(10)
Commodity
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, liabilities	(105)	(23)
Interest Rate | Not Designated as Hedges
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	54	10
Interest Rate | Designated as Hedging Instrument
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	48	19
Derivative instruments, liabilities	(6)	(16)
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	0	0
Derivative instruments, liabilities	(16)	0
Total	(16)	0
Level 1 | Commodity
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, liabilities	(16)	0
Level 1 | Interest Rate | 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
Derivative instruments, liabilities	0	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	102	29
Derivative instruments, liabilities	(95)	(39)
Total	7	(10)
Level 2 | Commodity
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, liabilities	(89)	(23)
Level 2 | Interest Rate | Not Designated as Hedges
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	54	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	48	19
Derivative instruments, liabilities	(6)	(16)
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	0	0
Derivative instruments, liabilities	0	0
Total	0	0
Level 3 | Commodity
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, liabilities	0	0
Level 3 | Interest Rate | 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
Derivative instruments, liabilities	$ 0	$ 0

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Fair Value Measurements - Fair Values - Financial Instruments (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Fair Value
Financial assets
Current assets	$ 4	$ 4
Other noncurrent assets	23	24
Total financial assets	27	28
Financial liabilities
Current liabilities	76	72
Long-term debt, including current portion	6,035	6,077
Deferred credits and other liabilities	105	103
Total financial liabilities	6,216	6,252
Carrying Amount
Financial assets
Current assets	4	4
Other noncurrent assets	37	37
Total financial assets	41	41
Financial liabilities
Current liabilities	109	103
Long-term debt, including current portion	5,431	5,431
Deferred credits and other liabilities	72	76
Total financial liabilities	$ 5,612	$ 5,610

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Debt - Revolving Credit Facility (Details) - Revolving Credit Facility	Mar. 31, 2021 USD ($)
Line of Credit Facility [Line Items]
Line of credit, outstanding amount	$ 0
Maximum borrowing capacity	$ 3,000,000,000.0
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 Note Due 2022 $ in Millions	Mar. 30, 2021 USD ($)
Debt Instrument [Line Items]
Long-term debt	$ 500
Interest rate	2.80%

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Debt - Long-Term Debt (Details) $ in Millions	Mar. 31, 2021 USD ($)
Debt Instrument [Line Items]
Outstanding debt	$ 4,900
Senior Unsecured Notes, 3.850%, Due 2025
Debt Instrument [Line Items]
Outstanding debt	$ 900

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Stockholders' Equity (Details) $ in Millions	3 Months Ended
	Mar. 31, 2021 USD ($) shares
Equity [Abstract]
Shares repurchased (in shares) | shares	0
Value of stock repurchased for restricted stock award tax obligation	$ 9
Stock repurchase program, remaining authorized repurchase amount	$ 1,300

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Incentive Based Compensation - Stock Options, Restricted Stock Awards and Restricted Stock Units (Details)	3 Months Ended
	Mar. 31, 2021 $ / shares shares
Number of Shares
Outstanding, beginning (in shares) | shares	6,014,255
Granted (in shares) | shares	0
Exercised/Vested (in shares) | shares	(78,667)
Canceled (in shares) | shares	(532,945)
Outstanding, ending (in shares) | shares	5,402,643
Weighted Average Exercise Price
Outstanding, beginning (in dollars per share) | $ / shares	$ 21.00
Granted (in dollars per share) | $ / shares	0
Exercised/Vested (in dollars per share) | $ / shares	7.43
Canceled (in dollars per share) | $ / shares	17.68
Outstanding, ending (in dollars per share) | $ / shares	$ 21.53
Restricted Stock Awards & Units
Awards
Outstanding, beginning (in shares) | shares	7,851,754
Granted (in shares) | shares	2,296,019
Exercised/Vested (in shares) | shares	(2,873,107)
Canceled (in shares) | shares	(785,182)
Outstanding, ending (in shares) | shares	6,489,484
Weighted Average Grant Date Fair Value
Outstanding, beginning (in dollars per share) | $ / shares	$ 11.72
Granted (in dollars per share) | $ / shares	11.20
Exercised/Vested (in dollars per share) | $ / shares	12.54
Canceled (in dollars per share) | $ / shares	12.00
Outstanding, ending (in dollars per share) | $ / shares	$ 11.14

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Incentive Based Compensation - Stock-based Performance Unit Awards (Details)	3 Months Ended
	Mar. 31, 2021 index $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of indices added to peer group | index	2
Performance shares, payout determination, share price trading day duration	30 days
Performance period	2 years
Vesting Percentage, Lock Level One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage, banking feature lock threshold percentage	50.00%
Vesting Percentage, Lock Level Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage, banking feature lock threshold percentage	100.00%
Performance Shares | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	0.00%
Performance Shares | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	200.00%
Performance Unit - Share Settlement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) | shares	307,473
Grant date fair value (in dollars per share) | $ / shares	$ 18.07
Performance Unit - Cash Settlement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) | shares	307,473
Grant date fair value (in dollars per share) | $ / shares	$ 21.36

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Defined Benefit Postretirement Plans (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Amortization:
Net settlement loss	$ (3)	$ 0
Estimated future contributions over the remainder of the current year	26
Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	4	5
Interest cost	2	3
Expected return on plan assets	(2)	(3)
Amortization:
– prior service credit	(2)	(2)
– actuarial loss	2	3
Net settlement loss	0	2
Net periodic benefit costs (credits)	4	8
Other Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	0	0
Interest cost	0	1
Expected return on plan assets	0	0
Amortization:
– prior service credit	(4)	(4)
– actuarial loss	1	0
Net settlement loss	0	0
Net periodic benefit costs (credits)	(3)	$ (3)
Payment for other postretirement benefits	2
Funded Plan
Amortization:
Payment for pension benefits	$ 7

XML

Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Other net periodic benefit (costs) credits	$ 3	$ 0
Net interest and other	(13)	(64)
Net income (loss)	97	(46)
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 (costs) 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 (costs) credits	(3)	(3)
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 (costs) credits	0	(2)
Reclassification out of Accumulated Other Comprehensive Income (Loss) | Reclassification of de-designated forward interest rate swaps
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net interest and other	(2)	0
Reclassification out of Accumulated Other Comprehensive Income (Loss) | Total reclassifications to expense, net of tax
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net income (loss)	$ 1	$ 1

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Supplemental Cash Flow Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Included in operating activities:
Interest paid, net of amounts capitalized	$ 53	$ 49
Income taxes paid to (received from) taxing authorities, net of refunds	2	5
Noncash investing activities:
Increase (decrease) in asset retirement costs	6	(8)
Asset retirement obligations assumed by buyer	0	0
Proceeds from income tax refunds		3
Capital expenditures incurred but not yet paid	$ 69	$ 238

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Equity Method Investments - Schedule of Equity Method Investments (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Schedule of Equity Method Investments [Line Items]
Equity method investments	$ 460	$ 447
EG Holdings
Schedule of Equity Method Investments [Line Items]
Ownership percentage	60.00%
Equity method investments	$ 119	113
Alba Plant LLC
Schedule of Equity Method Investments [Line Items]
Ownership percentage	52.00%
Equity method investments	$ 182	168
AMPCO
Schedule of Equity Method Investments [Line Items]
Ownership percentage	45.00%
Equity method investments	$ 159	$ 166

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Equity Method Investments - Summarized Financial Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Schedule of Equity Method Investments [Line Items]
Revenues and other income	$ 1,071	$ 1,230
Income (loss) from operations	117	15
Net income (loss)	97	(46)
Consolidated Equity Method Investments
Schedule of Equity Method Investments [Line Items]
Revenues and other income	235	172
Income (loss) from operations	96	(30)
Net income (loss)	$ 72	$ (26)

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Equity Method Investments - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Equity Method Investments and Joint Ventures [Abstract]
Revenue from related parties	$ 8	$ 10
Due from related parties	18		$ 24
Due to related parties	$ 14		$ 13

XML

Commitments and Contingencies (Details) $ in Millions	Mar. 31, 2021 USD ($)
Loss Contingencies [Line Items]
Guarantees recorded	$ 4
Contingent royalty liability	114
Contingent capital and expense receivable, noncurrent	23
Accounts payable
Loss Contingencies [Line Items]
Contingent royalty liability	104
Other current liabilities
Loss Contingencies [Line Items]
Contingent royalty liability	10
Performance of Equatorial Guinea LNG Operations, S.A.
Loss Contingencies [Line Items]
Guarantor obligations, maximum exposure	91
Performance of Alba Plant LLC.
Loss Contingencies [Line Items]
Guarantor obligations, maximum exposure	$ 25