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, 2024

OR

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

Commission file number 1-5153

Marathon Oil Corporation

(Exact name of registrant as specified in its charter)

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

990 Town and Country Boulevard, Houston, Texas

77024-2217

(Address of principal executive offices)

(713) 629-6600

(Registrant’s telephone number, including area code)

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

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes þ No o  

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

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

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 564,035,502 shares of Marathon Oil Corporation common stock outstanding as of April 30, 2024.

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 2023 Annual Report on Form 10-K.

	Table of Contents
		Page
Part I - FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Consolidated Statements of Income (Unaudited)	2
	Consolidated Statements of Comprehensive Income (Unaudited)	3
	Consolidated Balance Sheets (Unaudited)	4
	Consolidated Statements of Cash Flows (Unaudited)	5
	Consolidated Statements of Stockholders' Equity (Unaudited)	6
	Notes to Consolidated Financial Statements (Unaudited)	7
	1. Basis of Presentation	7
	2. Accounting Standards	7
	3. Income and Dividends per Common Share	7
	4. Revenues	7
	5. Segment Information	8
	6. Income Taxes	11
	7. Debt	11
	8. Derivatives	12
	9. Fair Value Measurements	14
	10. Property, Plant and Equipment	15
	11. Asset Retirement Obligations	16
	12. Equity Method Investments	16
	13. Stockholders' Equity	17
	14. Incentive Based Compensation	18
	15. Inventories	18
	16. Supplemental Cash Flow Information	18
	17. Commitments and Contingencies	19
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
Part II - OTHER INFORMATION
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 5.	Other Information	33
Item 6.	Exhibits	34
	Signatures	35

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)	2024		2023
Revenues and other income:
Revenues from contracts with customers	$	1,538	$	1,567
Net gain (loss) on commodity derivatives	(24)		15
Income from equity method investments	39		80
Net gain on disposal of assets	—		5
Other income (expense)	(2)		13
Total revenues and other income	1,551		1,680
Costs and expenses:
Production	221		201
Shipping, handling and other operating, including related party of $15 and $0	169		162
Exploration	7		15
Depreciation, depletion and amortization	524		520
Taxes other than income	96		95
General and administrative	86		82
Total costs and expenses	1,103		1,075
Income from operations	448		605
Net interest and other	(69)		(82)
Other net periodic benefit credits	3		3
Income before income taxes	382		526
Provision for income taxes	85		109
Net income	$	297	$	417
Net income per share:
Basic	$	0.52	$	0.66
Diluted	$	0.52	$	0.66
Weighted average common shares outstanding:
Basic	576		628
Diluted	576		629

 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)	2024		2023
Net income	$	297	$	417
Other comprehensive loss, net of tax
Change in actuarial gain and other for postretirement and postemployment plans	(4)		(5)
Change in derivative hedges unrecognized gain	2		(2)
Other comprehensive loss	(2)		(7)
Comprehensive income	$	295	$	410

 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)	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	49	$	155
Receivables, net	1,276		1,152
Inventories	179		186
Other current assets	53		76
Total current assets	1,557		1,569
Equity method investments	472		433
Property, plant and equipment, net of accumulated depreciation, depletion and amortization of $26,420 and $25,914	17,303		17,213
Other noncurrent assets	336		360
Total assets	$	19,668	$	19,575
Liabilities
Current liabilities:
Accounts payable	$	1,514	$	1,364
Commercial paper	450		450
Payroll and benefits payable	40		70
Accrued taxes	135		126
Other current liabilities	310		312
Long-term debt due within one year	400		1,600
Total current liabilities	2,849		3,922
Long-term debt	4,578		3,378
Deferred tax liabilities	462		419
Defined benefit postretirement plan obligations	93		93
Asset retirement obligations	329		326
Deferred credits and other liabilities	213		232
Total liabilities	8,524		8,370
Commitments and contingencies (Note 17)
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, 2024 and December 31, 2023)	937		937
Held in treasury, at cost – 369 million shares and 360 million shares	(9,201)		(8,952)
Additional paid-in capital	7,129		7,172
Retained earnings	12,199		11,966
Accumulated other comprehensive income	80		82
Total stockholders’ equity	11,144		11,205
Total liabilities and stockholders’ equity	$	19,668	$	19,575

 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)	2024		2023
Increase (decrease) in cash and cash equivalents
Operating activities:
Net income	$	297	$	417
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	524		520
Exploratory dry well costs and unproved property impairments	6		14
Net gain on disposal of assets	—		(5)
Deferred income taxes	43		85
Unrealized (gain) loss on derivative instruments, net	24		(2)
Pension and other post retirement benefits, net	(3)		(7)
Stock-based compensation	11		10
Equity method investments, net	(39)		(80)
Changes in:
Current receivables	(120)		(86)
Inventories	6		(12)
Current accounts payable and accrued liabilities	12		30
Other current assets and liabilities	(2)		(9)
All other operating, net	(2)		(10)
Net cash provided by operating activities	757		865
Investing activities:
Capital expenditures	(603)		(601)
Change in capital accrual	117		69
Acquisitions, net of cash acquired	(4)		11
Disposal of assets, net of cash transferred to the buyer	—		(1)
All other investing, net	1		—
Net cash used in investing activities	(489)		(522)
Financing activities:
Borrowings	1,200		—
Debt repayments	(1,200)		(70)
Proceeds from revolving credit facility	50		175
Repayments of revolving credit facility	(43)		(175)
Shares repurchased under buyback programs	(285)		(334)
Dividends paid	(64)		(63)
Withholding tax on stock-based incentive awards	(18)		(30)
All other financing, net	(14)		(2)
Net cash used in financing activities	(374)		(499)
Net decrease in cash and cash equivalents	(106)		(156)
Cash and cash equivalents at beginning of period	155		334
Cash and cash equivalents at end of period	$	49	$	178

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		Total Equity
Three Months Ended March 31, 2023
December 31, 2022 Balance	$	—	$	937	$	(7,512)	$	7,203	$	10,663	$	106	$	11,397
Shares repurchased under buyback programs	—		—		(334)		—		—		—		(334)
Excise tax on shares repurchased	—		—		(3)		—		—		—		(3)
Stock-based compensation	—		—		35		(54)		—		—		(19)
Net income	—		—		—		—		417		—		417
Other comprehensive loss	—		—		—		—		—		(7)		(7)
Dividends paid (per share amount of $0.10)	—		—		—		—		(63)		—		(63)
March 31, 2023 Balance	$	—	$	937	$	(7,814)	$	7,149	$	11,017	$	99	$	11,388
Three Months Ended March 31, 2024
December 31, 2023 Balance	$	—	$	937	$	(8,952)	$	7,172	$	11,966	$	82	$	11,205
Shares repurchased under buyback programs	—		—		(285)		—		—		—		(285)
Excise tax on shares repurchased	—		—		(2)		—		—		—		(2)
Stock-based compensation	—		—		38		(43)		—		—		(5)
Net income	—		—		—		—		297		—		297
Other comprehensive loss	—		—		—		—		—		(2)		(2)
Dividends paid (per share amount of $0.11)	—		—		—		—		(64)		—		(64)
March 31, 2024 Balance	$	—	$	937	$	(9,201)	$	7,129	$	12,199	$	80	$	11,144

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 2023 Annual Report on Form 10-K. The results of operations for the first quarter of 2024 are not necessarily indicative of the results to be expected for the full year.

2.    Accounting Standards

Accounting Standards Updates Adopted

No accounting standards were adopted in the first quarter of 2024 that had a material impact on our consolidated financial statements.

Accounting Standards Updates Not Yet Adopted

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

3.    Income and Dividends per Common Share

Basic income per share is based on the weighted average number of common shares outstanding. Diluted income per share assumes exercise of stock options and performance units in all periods, provided the effect is not antidilutive. The per share calculations below exclude 1 million of antidilutive stock options and performance units for both the three months ended March 31, 2024 and 2023:

	Three Months Ended March 31,
(In millions, except per share data)	2024		2023
Net income	$	297	$	417
Weighted average common shares outstanding	576		628
Effect of dilutive securities	—		1
Weighted average common shares, diluted	576		629
Net income per share:
Basic	$	0.52	$	0.66
Diluted	$	0.52	$	0.66
Dividends per share	$	0.11	$	0.10

4.    Revenues

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

As of March 31, 2024 and December 31, 2023, receivables from contracts with customers, included in receivables, less reserves for credit losses, were $972 million and $886 million, respectively.

7

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

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

United States

	Three Months Ended March 31, 2024
(In millions)	Eagle Ford		Bakken		Permian		Oklahoma		Other U.S.		Total
Crude oil and condensate	$	439	$	465	$	199	$	65	$	12	$	1,180
NGLs	58		41		20		32		—		151
Natural gas	33		16		7		29		1		86
Other	1		—		—		—		4		5
Revenues from contracts with customers	$	531	$	522	$	226	$	126	$	17	$	1,422

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

International (E.G.)

	Three Months Ended March 31,
(In millions)	2024		2023
Crude oil and condensate	$	61	$	57
NGLs	1		1
Natural gas, sold as gas	2		5
Natural gas, sold as LNG	51		—
Natural gas, total	53		5
Other	1		1
Revenues from contracts with customers	$	116	$	64

5.    Segment Information

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

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

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

8

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

Segment income represents income that excludes certain items not allocated to our operating segments, net of income taxes. A portion of our corporate and operations general and administrative support costs are not allocated to the operating segments. These unallocated costs primarily consist of employment costs (including pension effects), professional services, facilities and other costs associated with corporate and operations support activities. Additionally, items which affect comparability such as: gains or losses on dispositions, impairments of proved and certain unproved properties, dry wells, changes in our valuation allowance, unrealized gains or losses on commodity and interest rate derivative instruments, effects of pension settlements and curtailments, expensed transaction costs for business combinations or other items (as determined by the chief operating decision maker (“CODM”)) are not allocated to operating segments.

	Three Months Ended March 31, 2024
(In millions)	U.S.		Int’l		Not Allocated to Segments			Total
Revenues from contracts with customers	$	1,422	$	116	$	—		$	1,538
Net loss on commodity derivatives	—		—		(24)		(b)	(24)
Income from equity method investments	—		39		—			39
Other income (expense)	(4)		1		1			(2)
Less costs and expenses:
Production	201		20		—			221
Shipping, handling and other operating, including related party	149		17		3			169
Exploration	7		—		—			7
Depreciation, depletion and amortization	500		10		14			524
Taxes other than income	96		—		—			96
General and administrative	38		3		45			86
Net interest and other	—		—		69			69
Other net periodic benefit costs	—		—		(3)			(3)
Income tax provision (benefit)	93		24		(32)			85
Segment income (loss)	$	334	$	82	$	(119)		$	297
Total assets	$	18,629	$	918	$	121		$	19,668
Capital expenditures(a)	$	598	$	1	$	4		$	603

(a)Includes accruals and excludes acquisitions.

(b)Unrealized loss on commodity derivative instruments (See Note 8).

9

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

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

(a)Includes accruals and excludes acquisitions.

(b)Unrealized gain on commodity derivative instruments (See Note 8).

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

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, 2024 and 2023, our effective income tax rates were as follows:

	Three Months Ended March 31,
	2024		2023
Effective income tax rate	22	%	21	%

In August 2022, the President signed the Inflation Reduction Act of 2022 (“IRA”) into law. The IRA enacted various income tax provisions, including a 15% corporate book minimum tax. The corporate book minimum tax, which became effective on January 1, 2023, applies to corporations with an average annual adjusted financial statement income that exceeds $1 billion for the preceding three years. Under current law and guidance, we are subject to the corporate book minimum tax in 2024. The U.S. Department of the Treasury and the IRS are expected to release further regulations and interpretive guidance implementing the legislation contained in the IRA. As this guidance is issued, we will continue to evaluate and assess the impact the IRA may have on our current and future period income taxes.

7.    Debt

Term Loan Facility

In November 2022, we entered into a term credit agreement, which provides for a two-year $1.5 billion term loan facility (“Term Loan Facility”) and we borrowed the full amount thereunder in December 2022. During the fourth quarter of 2023, we repaid $300 million of outstanding borrowings. On March 28, 2024, we fully repaid the $1.2 billion outstanding balance under our Term Loan Facility by utilizing the net proceeds received from the senior notes issued during the first quarter of 2024 (see Debt Issuance below).

Revolving Credit Facility

We have an unsecured revolving credit facility (“Revolving Credit Facility”) with a borrowing capacity of $2.6 billion. We have the option to increase the commitment amount by up to an additional $939 million, subject to the consent of any increasing lenders. The Revolving Credit Facility matures on July 28, 2027. At March 31, 2024, we had an immaterial outstanding balance under our Revolving Credit Facility.

The Revolving Credit Facility includes a covenant requiring our total debt to total capitalization ratio not to exceed 65% as of the last day of each fiscal quarter. In the event of a default, the lenders holding more than half of the commitments may terminate the commitments under the Revolving Credit Facility and require the immediate repayment of all outstanding borrowings and the cash collateralization of all outstanding letters of credit under the Revolving Credit Facility. As of March 31, 2024, we were in compliance with this covenant with a ratio of 25%.

Commercial Paper Program

Pursuant to our commercial paper program, we may issue unsecured notes in a maximum aggregate face amount of $2.5 billion outstanding at any time, with maturities up to 365 days from the date of issuance. Our $2.5 billion commercial paper program is backed by our $2.6 billion Revolving Credit Facility.

We utilize our commercial paper program to fund various short-term working capital requirements. As of March 31, 2024, we had $450 million of outstanding commercial paper maturing at various dates with a weighted average interest rate of 5.90%.

11

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

Debt issuance

On March 28, 2024, we completed a public offering of $1.2 billion aggregate principal amount of unsecured senior notes consisting of $600 million aggregate principal amount of 5.30% senior notes due April 1, 2029 (“2029 Notes”) and $600 million aggregate principal amount of 5.70% senior notes due April 1, 2034 (“2034 Notes”). Interest on the senior notes is payable semi-annually beginning October 1, 2024. We may redeem some or all of the senior notes at any time at the applicable redemption price, plus accrued interest, if any. Net proceeds received totaled $1.2 billion. Debt issuance costs of $12 million were recorded as deferred financing costs within long-term debt in our consolidated balance sheets and are being amortized to interest expense in our consolidated statement of income over the term of each note. The net proceeds, together with cash on hand, were used to repay $1.2 billion of outstanding borrowings under our Term Loan Facility.

Debt redemption

In March 2023, we redeemed the $70 million 8.5% Senior Notes in connection with their maturity date.

Long-term debt

At March 31, 2024, we had $5.0 billion of total long-term debt outstanding. Long-term debt due within one year consists of $200 million 2.10% of sub-series 2017A-2 bonds and $200 million 2.125% of sub-series 2017B-1 bonds, both of which feature a mandatory put on July 1, 2024. Refer to our 2023 Annual Report on Form 10-K for a listing of our long-term debt maturities.

8.  Derivatives

We may use derivatives to manage a portion of our exposure to commodity price risk, commodity locational risk and interest rate risk. For further information regarding the fair value measurement of derivative instruments, see Note 9. All of our commodity derivatives and interest rate derivatives are subject to enforceable master netting arrangements or similar agreements under which we report net amounts.

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

	March 31, 2024
(In millions)	Asset		Liability		Net Asset		Balance Sheet Location
Not Designated as Hedges
Commodity	$	1	$	1	$	—	Other current assets
Total Not Designated as Hedges	$	1	$	1	$	—
Cash Flow Hedges
Interest Rate	$	9	$	—	$	9	Other current assets
Interest Rate	10		—		10		Other noncurrent assets
Total Designated Hedges	$	19	$	—	$	19
Total	$	20	$	1	$	19

	December 31, 2023
(In millions)	Asset		Liability		Net Asset		Balance Sheet Location
Not Designated as Hedges
Commodity	$	24	$	—	$	24	Other current assets
Total Not Designated as Hedges	$	24	$	—	$	24
Cash Flow Hedges
Interest Rate	$	9	$	—	$	9	Other current assets
Interest Rate	9		—		9		Other noncurrent assets
Total Designated Hedges	$	18	$	—	$	18
Total	$	42	$	—	$	42

12

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

Derivatives Not Designated as Hedges

Commodity Derivatives

We have entered into crude oil derivatives indexed to their respective indices as noted in the table below, related to a portion of our forecasted U.S. sales through 2024. These derivatives are three-way collars. Three-way collars consist of a sold call (ceiling), a purchased put (floor) and a sold put. The ceiling price is the maximum we will receive for the contract volumes; the floor is the minimum price we will receive, unless the market price falls below the sold put strike price. In this case, we receive the NYMEX WTI price plus the difference between the floor and the sold put price. These crude oil derivatives were not designated as hedges.

The following table sets forth outstanding derivative contracts as of March 31, 2024, and the weighted average prices for those contracts:

	2024
		Second Quarter		Third Quarter		Fourth Quarter
Crude Oil
NYMEX WTI Three-Way Collars
Volume (Bbls/day)		60,000		40,000		40,000
Weighted average price per Bbl:
Ceiling		$	97.44	$	96.12	$	96.12
Floor		$	65.83	$	65.00	$	65.00
Sold put		$	50.83	$	50.00	$	50.00

The following table sets forth outstanding derivative contracts as of April 30, 2024, with their weighted average prices, and is inclusive of activities that occurred subsequent to March 31, 2024:

	2024							2025
		Second Quarter		Third Quarter		Fourth Quarter		First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Crude Oil
NYMEX WTI Three-Way Collars
Volume (Bbls/day)		60,000		50,000		50,000		—		—		—		—
Weighted average price per Bbl:
Ceiling		$	97.44	$	95.95	$	95.95	$	—	$	—	$	—	$	—
Floor		$	65.83	$	65.00	$	65.00	$	—	$	—	$	—	$	—
Sold put		$	50.83	$	50.00	$	50.00	$	—	$	—	$	—	$	—
Natural Gas
Henry Hub Two-Way Collars
Volume (MMBtu/day)		—		—		—		100,000		100,000		100,000		100,000
Weighted average price per MMBtu:
Ceiling		$	—	$	—	$	—	$	5.77	$	5.77	$	5.77	$	5.77
Floor		$	—	$	—	$	—	$	2.50	$	2.50	$	2.50	$	2.50

13

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

The unrealized gain (loss) and realized gain 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)	2024		2023
Unrealized gain (loss) on derivative instruments, net	$	(24)	$	2
Realized gain on derivative instruments, net(a)	$	—	$	13

(a)During the first quarter of 2024, we had no settled derivative positions. During the first quarter of 2023, net cash received for settled derivative positions was $10 million.

Derivatives Designated as Cash Flow Hedges

During 2019, we entered into forward starting interest rate swaps with a maturity date of September 9, 2026 to hedge variations in cash flows related to the interest rate component of future lease payments of our Houston office. As of March 31, 2024 and December 31, 2023, the notional amount of open interest rate swaps for the Houston office was $295 million. The weighted average secured overnight financing rate (“SOFR”) for the swaps was 1.43% as of both March 31, 2024 and December 31, 2023.

During the three months ended March 31, 2024, net cash received for the settled interest rate swap positions was $3 million. As of March 31, 2024, we expect to reclassify a $10 million gain from accumulated other comprehensive income into our consolidated statements of income over the next twelve months.

9.    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, 2024 and December 31, 2023 by hierarchy level:

	March 31, 2024
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Commodity(a)	$	—	$	1	$	—	$	1
Interest rate - designated as cash flow hedges	—		19		—		19
Derivative instruments, assets	$	—	$	20	$	—	$	20
Derivative instruments, liabilities
Commodity(a)	$	—	$	(1)	$	—	$	(1)
Derivative instruments, liabilities	$	—	$	(1)	$	—	$	(1)
Total	$	—	$	19	$	—	$	19

	December 31, 2023
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Commodity(a)	$	—	$	24	$	—	$	24
Interest rate - designated as cash flow hedges	—		18		—		18
Derivative instruments, assets	$	—	$	42	$	—	$	42

(a)Derivative instruments are recorded on a net basis in our consolidated balance sheet. See Note 8.

14

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

As of March 31, 2024, our commodity derivatives include three-way collars. These instruments are measured at fair value using either a Black-Scholes or a modified Black-Scholes Model. For three-way collars, inputs to the models include commodity prices and implied volatility and are categorized as Level 2 because predominantly all assumptions and inputs are observable in active markets throughout the term of the instruments.

The forward starting interest rate swaps are measured at fair value with a market approach using actionable broker quotes, which are Level 2 inputs. See Note 8 for details on the forward starting interest rate swaps.

Fair Values – Financial Instruments

Our current assets and liabilities include financial instruments, the most significant of which are receivables, commercial paper borrowings, the current portion of our long-term debt and payables. We believe the carrying values of our receivables, commercial paper borrowings 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, commercial paper borrowings, payables and derivative financial instruments, and their reported fair values by individual balance sheet line item at March 31, 2024 and December 31, 2023:

	March 31, 2024				December 31, 2023
(In millions)	Fair Value		Carrying Amount		Fair Value		Carrying Amount
Financial assets
Other noncurrent assets	$	9	$	29	$	9	$	27
Total financial assets	$	9	$	29	$	9	$	27
Financial liabilities
Other current liabilities	$	80	$	127	$	80	$	126
Long-term debt, including current portion(a)	4,987		5,003		4,961		4,997
Deferred credits and other liabilities	70		72		70		71
Total financial liabilities	$	5,137	$	5,202	$	5,111	$	5,194

(a)Excludes debt issuance costs.

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

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

10.    Property, Plant and Equipment

(In millions)	March 31, 2024		December 31, 2023
United States	$	17,004	$	16,905
International	243		252
Corporate	56		56
Net property, plant and equipment	$	17,303	$	17,213

As of March 31, 2024 and December 31, 2023, we had no exploratory well costs capitalized greater than one year related to suspended wells.

15

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

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:

	March 31,
(In millions)	2024		2023
Beginning balance as of January 1	$	340	$	340
Incurred liabilities, including acquisitions	2		1
Settled liabilities, including dispositions	(2)		(9)
Accretion expense (included in depreciation, depletion and amortization)	4		4
Revisions of estimates	2		5
Ending balance as of March 31, total	$	346	$	341
Ending balance as of March 31, short-term	$	17	$	45

12.    Equity Method Investments

During the periods ended March 31, 2024 and December 31, 2023, our equity method investees were considered related parties. Our investment in our equity method investees are summarized in the following table:

(In millions)	Ownership as of March 31, 2024	March 31, 2024		December 31, 2023
EG LNG (a)	56%	$	132	$	118
Alba Plant LLC (b)	52%	176		153
AMPCO (c)	45%	164		162
Total		$	472	$	433

(a)EG LNG is engaged in LNG production activity.

(b)Alba Plant LLC processes LPG.

(c)AMPCO is engaged in methanol production activity.

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

	Three Months Ended March 31,
(In millions)	2024		2023
Income data:
Revenues and other income	$	211	$	306
Income from operations	101		159
Net income	$	84	$	134

Revenues from related parties were $2 million for the three months ended March 31, 2024, which primarily related to Alba Plant LLC and AMPCO. Revenues from related parties were $6 million for the three months ended March 31, 2023, with the majority related to EG LNG. As a result of the agreement that took effect on January 1, 2024, related party shipping, handling and other operating expense presented on the face of the consolidated statements of income represents compensation to EG LNG for liquefaction, storage and product handling services.

Cash received from equity investees is classified as dividends or return of capital on the Consolidated Statements of Cash Flows. Dividends from equity method investees are reflected in the Operating activities section in Equity Method Investments, net while return of capital is reflected in the Investing activities section. Our equity investees did not distribute dividends or return of capital during the three months ended March 31, 2024 and 2023.

16

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

Current receivables from related parties were $23 million and $24 million at March 31, 2024 and December 31, 2023, respectively, which primarily related to EG LNG and Alba Plant LLC in both periods. Payables to related parties were $24 million and $6 million at March 31, 2024 and December 31, 2023, respectively, with the majority related to EG LNG in both periods.

Related Party Lease Transaction

Our wholly owned subsidiary, MEGPL, is a lessor for residential housing in E.G., which is occupied by EG LNG. 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
2024	$	5
2025	6
2026	6
2027	6
2028	6
Thereafter	35
Total undiscounted cash flows	$	64

13.    Stockholders’ Equity

Our Board of Directors has authorized a share repurchase program. During the first three months of 2024, we repurchased 11 million shares of our common stock pursuant to the share repurchase program at a cost of $285 million. Our remaining share repurchase authorization was approximately $2.0 billion at March 31, 2024. Purchases under our repurchase 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.

Subsequent to the quarter, we repurchased approximately $110 million of shares of our common stock through May 1, 2024.

17

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

14.    Incentive Based Compensation

Stock options and restricted stock units

The following table presents a summary of activity for the first three months of 2024: 

	Stock Options			Restricted Stock Units
	Number of Shares	Weighted Average Exercise Price		Number of Shares & Units	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2023	1,004,304	$	31.38	3,514,405	$	22.07
Granted	—	—		2,062,612	24.60
Exercised/Vested	—	—		(1,663,913)	19.18
Canceled	(499,545)	33.33		(45,300)	23.00
Outstanding at March 31, 2024	504,759	$	29.44	3,867,804	$	24.65

Stock-based performance unit awards

During the first three months of 2024, we granted 248,572 stock-based performance units to eligible officers, which are settled in shares. The grant date fair value per unit was $28.21. During the first three months of 2024, we stock settled the units related to the 2021 grant. At March 31, 2024, there were 638,079 outstanding stock-based performance units to be settled in shares to officers.

During the first three months of 2024, we also granted 248,572 stock-based performance units to eligible officers, which are settled in cash. At the grant date for these performance units, each unit represents the value of one share of our common stock. The fair value of each cash-settled performance unit was $28.45 as of March 31, 2024. During the first three months of 2024, we also cash settled the units related to the 2022 grant. At March 31, 2024, there were 471,036 units outstanding of the stock-based performance unit awards to be settled in cash to officers.

15.    Inventories

Crude oil, NGLs and natural gas, including LNG, 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, 2024		December 31, 2023
Crude oil, NGLs and natural gas, including LNG	$	12	$	14
Supplies and other items	167		172
Inventories	$	179	$	186

16.    Supplemental Cash Flow Information

	Three Months Ended March 31,
(In millions)	2024		2023
Included in operating activities:
Interest paid	$	73	$	85
Income taxes paid, net of refunds	$	8	$	6
Noncash investing activities:
Increase in asset retirement costs	$	4	$	6

Other noncash investing activities include accrued capital expenditures for the three months ended March 31, 2024 and 2023 of $203 million and $180 million, respectively.

18

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

17.    Commitments and Contingencies

Various groups, including the State of North Dakota and the Mandan, Hidatsa and Arikara Nation or MHA Nation, also known as the Three Affiliated Tribes of the Fort Berthold Indian Reservation (the “Three Affiliated Tribes”) represented by the Bureau of Indian Affairs (the “BIA”), have been involved in a dispute regarding the ownership of certain lands underlying the Missouri River and Little Missouri River (the “Disputed Land”) from which we currently produce. As a result, as of March 31, 2024, we have a $123 million current liability in suspended royalty and working interest revenue, including interest, of which $105 million was included within accounts payable and $18 million related to accrued interest was included within other current liabilities on our consolidated balance sheet. Additionally, we have a long-term receivable of $27 million for capital and expenses. The United States Department of the Interior (“DOI”) has addressed the United States’ position with respect to this dispute several times in recent years with conflicting opinions. In January 2017, the DOI issued an opinion that the Disputed Land is held in trust for the Three Affiliated Tribes, then in June 2018 and May 2020 the DOI issued opinions concluding that the State of North Dakota held title to the Disputed Land. Most recently, on February 4, 2022, the DOI issued an opinion (“M-Opinion”) concluding that the Disputed Land is held in trust for the Three Affiliated Tribes. While the M-Opinion is binding on all agencies within the DOI, it is not legally binding on third parties, including Marathon Oil, the State of North Dakota, or a court. Given the uncertainty in matters such as these, we are unable to predict the ultimate outcome of this matter at this time; however, we believe the resolution of this matter will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

We are a defendant in a number of legal and administrative proceedings arising in the ordinary course of business including, but not limited to, royalty claims, contract claims, tax disputes and environmental claims. While the ultimate outcome and impact to us cannot be predicted with certainty, we believe the resolution of these proceedings will not have a material adverse effect on our consolidated financial position, results of operations or cash flows. In addition, we may also be subject to retained liabilities with respect to certain divested assets by operation of law. For example, we are exposed to the risk that owners and/or operators of assets purchased from us become unable to satisfy plugging or abandonment obligations that attach to those assets. In that event, due to operation of law, we may be required to assume plugging or abandonment obligations for those assets. Although we have established reserves for such liabilities, we could be required to accrue additional amounts in the future and these amounts could be material.

We have received Notices of Violation (“NOVs”) from the EPA related to alleged violations of the Clean Air Act with respect to our operations on the Fort Berthold Indian Reservation between 2015 and 2019. We continue to actively negotiate a draft consent decree with the EPA and Department of Justice. The resolution of the enforcement action will likely include monetary sanctions, for which we maintain an updated accrual as matters progress, and implementation of both environmental mitigation projects and injunctive terms, which would increase both our development costs and operating costs. There remains uncertainty as to the ultimate result of this matter and it is possible the result could be materially different from our expectations and our accrual.

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

We have incurred and will continue to incur capital, operating and maintenance and remediation expenditures as a result of environmental laws and regulations. If these expenditures, as with all costs, are not ultimately offset by the prices we receive for our products and services, our operating results will be adversely affected. We believe that substantially all of our competitors must comply with similar environmental laws and regulations. However, the specific impact on each competitor may vary depending on a number of factors, including the age and location of its operating facilities, marketing areas and production processes. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites. Penalties may be imposed for noncompliance.

At March 31, 2024, accrued liabilities for remediation relating to environmental laws and regulations were not material. It is not presently possible to estimate the ultimate amount of all remediation costs that might be incurred or the penalties that may be imposed.

19

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

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

The agreements to process the third-party Alen Unit gas required the execution of third-party guarantees by Marathon Oil Corporation in favor of the Alen Unit’s owners. Two separate guarantees were executed during the second quarter of 2020; one for a maximum of approximately $91 million pertaining to the payment obligations of Equatorial Guinea LNG Operations, S.A. and another for a maximum of $25 million pertaining to the payment obligations of Alba Plant LLC. Payment by us would be required if any of those entities fails to honor its payment obligations pursuant to the relevant agreements with the owners of the Alen Unit. Certain owners of the Alen Unit, or their affiliates, are also direct or indirect shareholders in Equatorial Guinea LNG Operations, S.A. and Alba Plant LLC. Each guarantee expires no later than December 31, 2027. We measured these guarantees at fair value using the net present value of premium payments we expect to receive from our investees. Our liability for these guarantees was approximately $4 million as of March 31, 2024. 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.

20

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

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

Executive Overview

We are an independent exploration and production company, focused on U.S. resource plays: Eagle Ford in Texas, Bakken in North Dakota, Permian in New Mexico and Texas and STACK and SCOOP in Oklahoma. Our U.S. assets are complemented by our international operations in E.G. As shown in our 2023 Annual Report on Form 10-K, our Vision and Mission are supported by our Foundation and Values. We expect to achieve our Vision by adherence to a capital allocation framework that limits our capital expenditures relative to our expected cash flow from operations. We allocate capital to prioritize shareholder returns and per share growth, exercise discipline in reinvestment, retire outstanding debt and replenish inventory.

Below are certain key financial and operational highlights for the quarter:

Financial and operational results

•Our net income was $297 million in the first quarter of 2024 as compared to net income of $417 million in the same period last year. Included in our financial results for the current quarter:

◦Revenue from contracts with customers in our US segment declined $81 million in the first quarter of 2024 compared to the same period of 2023. The primary drivers of the decrease were lower gas and NGL prices and slightly lower sales volumes.

◦In our International segment, we sold our initial shipments of LNG with a global pricing linkage. We realized revenue of $51 million from LNG sales in the quarter, and ended the quarter with a positive LNG inventory balance that was included in our April sales. Refer to Operations for additional information.

◦Provision for income taxes decreased $24 million compared to the same quarter last year as a result of lower income before taxes. Our tax rate was largely consistent in each period.

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

•In the first three months of 2024, we successfully issued $600 million 5.30% 2029 Notes and $600 million 5.70% 2034 Notes. Net proceeds totaled $1.2 billion and were used to repay the $1.2 billion outstanding balance under our Term Loan Facility.

•In the first three months of 2024, we repurchased $285 million of shares through our share repurchase program.

•As of March 31, 2024, we have $49 million of cash on hand and $2.2 billion of total liquidity.

•During the first three months of 2024, we paid $64 million of dividends, or $0.11 per share, compared to dividends paid of $0.10 per share during the first three months of 2023.

•All three primary credit rating agencies continue to rate us as investment grade.

21

Outlook

Capital Budget

In February 2024, we announced a 2024 capital budget of $1.9 billion to $2.1 billion that prioritizes free cash flow generation and meaningful return of capital to shareholders, consistent with our disciplined capital allocation framework. The midpoint of our oil production guidance for 2024 is 190 mbopd.

Operations

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

	Three Months Ended March 31,
Net Sales Volumes	2024	2023	Increase (Decrease)
United States (mboed)	326	341	(4)	%
International (mboed)	43	56	(23)	%
Total (mboed)	369	397	(7)	%

United States

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

	Three Months Ended March 31,
Net Sales Volumes	2024	2023	Increase (Decrease)
Equivalent Barrels (mboed)
Eagle Ford	127	144	(12)	%
Bakken	105	95	11	%
Permian	48	45	7	%
Oklahoma	45	55	(18)	%
Other United States	1	2	(50)	%
Total United States	326	341	(4)	%

	Three Months Ended March 31, 2024
Sales Mix - U.S. Resource Plays	Eagle Ford		Bakken		Permian		Oklahoma		Total
Crude oil and condensate	51	%	65	%	59	%	21	%	53	%
NGLs	24	%	20	%	21	%	29	%	23	%
Natural gas	25	%	15	%	20	%	50	%	24	%

22

	Three Months Ended March 31,
Drilling Activity - U.S. Resource Plays (a)	2024	2023
Gross Operated
Eagle Ford:
Wells drilled to total depth	42	35
Wells brought to sales	27	36
Bakken:
Wells drilled to total depth	17	18
Wells brought to sales	18	17
Permian:
Wells drilled to total depth	8	8
Wells brought to sales	4	8
Oklahoma:
Wells drilled to total depth	3	1
Wells brought to sales	—	5

(a)Includes drilling activity operated under joint development agreements where we have a working interest in the well.

International

In our International segment, we own interests in multiple facilities in E.G. This includes a 64% operated working interest in the Alba field, located offshore E.G., which is consolidated in our financial statements on a pro rata basis. We also own interests in several facilities onshore E.G. which are accounted for as equity method investments. This includes a 52% interest in Alba Plant LLC, which operates a LPG processing plant; a 56% interest in EG LNG, which operates a 3.7 mmta LNG production facility; and a 45% interest in AMPCO, which operates a methanol plant. For additional information on our interests and their operations, refer to Items 1. and 2. Business and Properties in our 2023 Annual Report on Form 10-K.

As described in Market Conditions, prior to 2024, we primarily sold natural gas to equity method investees via Gas Sales Agreements (GSA’s) in the form of feedstock for LNG and methanol production at long-term fixed prices. AMPCO markets methanol at market prices, and EG LNG marketed LNG on a market-based contract indexed to Henry Hub pricing. We also sell a certain amount of natural gas for local electricity generation at a long-term fixed price. Whereas the GSA with AMPCO continues into 2026, beginning January 1, 2024, the GSA to sell natural gas to EG LNG, and the contract for EG LNG to sell LNG indexed to Henry Hub pricing, expired and were replaced by a new series of agreements. The Alba field partners no longer sell natural gas under a GSA to EG LNG; instead, EG LNG earns a tolling fee to provide liquefaction, storage and product handling services as well as a profit share, and as an Alba partner, we now market our share of LNG to third parties indexed at global LNG prices. We also assume responsibility for shrink and plant losses during liquefaction, which results in lower reported net production and sales volumes, and we are subject to a lifting schedule for our equity LNG cargos which may place us in an underlift/overlift position depending on timing. In our consolidated statements of income, our sales of LNG to third parties is included in revenues from contracts with customers. The fees payable to EG LNG are recorded as related party shipping, handling and other operating expense, and our share of this income earned by EG LNG is included in income from equity method investments. In addition to servicing the Alba field, EG LNG processes additional third-party gas from the Alen field under a combination of a tolling fee and profit-sharing arrangement, the benefits of which are also included in our respective share of income from equity method investments.

In the first quarter of 2024, our initial sales of LNG under this new contract occurred. Our net sales volumes of LNG were 78 mmcfd, at the average realized price of $7.21 per mcf. We recorded $51 million in revenue for these sales, and incurred expense of $15 million to EG LNG for their services. We recorded $39 million in income from equity method investments in the quarter, and International segment income of $82 million. We also held a positive balance of LNG inventory at quarter end, that was included in our April sales.

In 2024, due to the expected arbitrage between LNG and methanol pricing, we have chosen to optimize our E.G. integrated gas operations by redirecting a portion of Alba field natural gas from AMPCO to the LNG production facility operated by EG LNG.

23

The table below provides details regarding net sales volumes for our operations within this segment:

	Three Months Ended March 31,
Net Sales Volumes	2024	2023	Increase (Decrease)
Crude and oil condensate (mbbld)	11	11	—	%
NGLs (mbbld)	6	6	—	%
Natural gas, sold as gas (mmcfd)	78	232	(66)	%
Natural gas, sold as LNG (mmcfd)	78	—	—	%
Total natural gas (mmcfd)	156	232	(33)	%
Total International (mboed)	43	56	(23)	%
Equity Method Investees
LNG (mtd)(a)	388	2,112	(82)	%
Methanol (mtd)	935	1,378	(32)	%
Condensate and LPG (boed)	7,630	8,817	(13)	%

(a)LNG sales from equity method investees in 2024 represents final residual volumes sold under the contract terms in place prior to January 1, 2024.

Market Conditions

Commodity prices are the most significant factor impacting our revenues, profitability, operating cash flows, the amount of capital we invest in our business, redemption of our debt, payment of dividends and funding of share repurchases. Commodity prices experienced significant volatility in 2022 after the Russia/Ukraine conflict began and this has continued into 2024. Events in the Middle East have added further volatility to energy prices and the outlook for that region remains extremely uncertain. Economic headwinds should diminish moving forward as inflation appears to have peaked and interest rates could fall later in 2024. However, the tailwind to annual energy demand growth from the post-COVID recovery has likely run its course and annual growth should be more in line with the long-term trend moving forward. Ongoing OPEC+ petroleum supply limitations and economic sanctions involving producer countries continue to add uncertainty to the price outlook. We expect commodity price volatility to continue given the complex global dynamics of supply and demand that exist in the market. Refer to Item 1A. Risk Factors in our 2023 Annual Report on Form 10-K for further discussion on how volatility 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 2024 and 2023:

	Three Months Ended March 31,
	2024		2023		Increase (Decrease)
Average Price Realizations(a)
Crude oil and condensate (per bbl)	$	75.39	$	74.69	1	%
NGLs (per bbl)	22.24		24.27		(8)	%
Natural gas (per mcf)	1.97		2.95		(33)	%
Benchmarks
WTI crude oil average of daily prices (per bbl)	$	76.91	$	75.99	1	%
Magellan East Houston (“MEH”) crude oil average of daily prices (per bbl)	78.81		77.36		2	%
Mont Belvieu NGLs (per bbl)(b)	23.67		25.33		(7)	%
Henry Hub natural gas settlement date average (per mmbtu)	2.24		3.42		(35)	%

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

(b)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.

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

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

International (E.G.)    

The following table presents our average price realizations and the related benchmark for crude oil and natural gas for the first quarter of 2024 and 2023:

	Three Months Ended March 31,
	2024		2023		Increase (Decrease)
Average Price Realizations
Crude oil and condensate (per bbl)	$	61.86	$	58.57	6	%
NGLs (per bbl)	1.00		1.00		—	%
Natural gas, sold as gas (per mcf)	0.24		0.24		—	%
Natural gas, sold as LNG (per mcf)	7.21		—		—	%
Average total natural gas (per mcf)	$	3.71	$	0.24	1,446	%
Benchmark
Brent (Europe) crude oil (per bbl)(a)	$	83.00	$	81.17	2	%
TTF (Europe) natural gas (per mmbtu) (b)	8.79		16.72		(47)	%
JKM (East Asia) natural gas (per mmbtu) (c)	9.50		17.98		(47)	%

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

(b)Average of monthly prices obtained from NYMEX Exchange (expressed in $).

(c)Average of monthly prices obtained from Tokyo Commodity Exchange (expressed in $).

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

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

Natural gas – Prior to 2024, dry natural gas, processed by Alba Plant LLC on behalf of the Alba Unit Parties, was sold by the Alba field to our equity method investees EG LNG and AMPCO at fixed-price contracts resulting in realized prices not tracking market price. EG LNG sold LNG on a market-based contract and AMPCO markets methanol at market prices. The gas sales contract between Alba Unit and EG LNG expired on December 31, 2023. The gas sales contract with AMPCO expires in 2026.

In March 2023, we announced the signing of a Heads of Agreement (“HOA”) to progress the development of the Equatorial Guinea Regional Gas Mega Hub. In October 2023, we announced the signing of a 5-year firm LNG sales agreement for a portion of our Alba gas liquefied at EG LNG. The contract was effective January 1, 2024, and features a pricing structure linked to the Dutch Title Transfer Facility (“TTF”) index, providing us with significant incremental exposure to the European LNG market. In addition, we have entered into an agreement to sell the remainder of our 2024 LNG volumes under a contract linked to the Japan/Korea Marker (“JKM”).

In addition to processing Alba Unit gas, Alba Plant LLC and EG LNG process third-party gas from the Alen field under a combination of a tolling and a market linked profit-sharing arrangement, the benefits of which are included in our respective share of income from equity method investees. This profit-sharing arrangement provides exposure to global LNG market prices.

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Results of Operations

Three Months Ended March 31, 2024 vs. Three Months Ended March 31, 2023

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

	Three Months Ended March 31,
(In millions)	2024		2023
Revenues from contracts with customers
United States	$	1,422	$	1,503
International	116		64
Segment revenues from contracts with customers	$	1,538	$	1,567

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, 2023		Price Realizations		Net Sales Volumes		Three Months Ended March 31, 2024
United States Price/Volume Analysis
Crude oil and condensate	$	1,185	$	11	$	(16)	$	1,180
NGLs	169		(14)		(4)		151
Natural gas	139		(43)		(10)		86
Other sales(a)	10						5
Total	$	1,503					$	1,422
International Price/Volume Analysis
Crude oil and condensate	$	57	$	3	$	1	$	61
NGLs	1		—		—		1
Natural gas, sold as gas	5		—		(3)		2
Natural gas, sold as LNG	—		51		—		51
Natural gas	5		51		(3)		53
Other sales	1						1
Total	$	64					$	116

(a)Includes revenue from commodity volumes purchased for resale.

Net gain (loss) on commodity derivatives in the first quarter of 2024 was an unrealized loss of $24 million, compared to realized and unrealized gains of $15 million for the same period in 2023. We have commodity derivative contracts which settle against the NYMEX WTI index. We record commodity derivative gains/losses as the index pricing and forward curves change each period. See Note 8 to the consolidated financial statements for further information.

Income from equity method investments decreased $41 million in the first quarter of 2024, when compared to the first quarter of 2023, primarily due to decreased sales volume as a result of the new agreement that became effective in January 2024, whereby EG LNG no longer markets LNG directly but instead processes LNG for a tolling fee and profit sharing, as well as lower prices realized by our equity method investees during the first quarter of 2024.

Production expenses for the first quarter of 2024 increased by $20 million compared to the same period in 2023, primarily due to increased workover activities during the first quarter of 2024.

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The following table provides production expense and production expense rates for each segment:

	Three Months Ended March 31,
($ in millions; rate in $ per boe)	2024		2023		Increase (Decrease)		2024		2023		Increase (Decrease)
Production Expense and Rate	Expense						Rate
United States	$	201	$	178	13	%	$	6.77	$	5.82	16	%
International	$	20	$	23	(13)	%	$	5.13	$	4.54	13	%

Depreciation, depletion and amortization

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 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)	2024		2023		Increase (Decrease)		2024		2023		Increase (Decrease)
DD&A Expense and Rate	Expense						Rate
United States	$	500	$	505	(1)	%	$	16.83	$	16.46	2	%
International	$	10	$	12	(17)	%	$	2.79	$	2.41	16	%

Provision for income taxes decreased $24 million in the first quarter of 2024 primarily due to a decrease in income before income taxes for the current quarter when compared to the same period in 2023.

Segment Income

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

The following table reconciles segment income to net income:

	Three Months Ended March 31,
(In millions)	2024		2023
United States	$	334	$	425
International	82		89
Segment income	416		514
Items not allocated to segments, net of income taxes	(119)		(97)
Net income	$	297	$	417

United States segment income in the first quarter of 2024 was $334 million of income versus $425 million of income for the same period in 2023. The decrease in segment income is a result of the variances described above.

International segment income in the first quarter of 2024 was $82 million of income versus $89 million of income for the same period in 2023. The decrease was primarily due to lower sales volume and lower prices realized by our equity method investees, partially offset by increased revenue from new LNG sales indexed to global prices.

Items not allocated to segments, net of income taxes in the first quarter of 2024 was a loss of $119 million versus a loss of $97 million for the same period in 2023. The increase in loss was primarily due to unrealized net losses on commodity derivatives in the first quarter of 2024 versus unrealized net gains on commodity derivatives in the same period of 2023.

Critical Accounting Estimates 

There have been no material changes or developments in the evaluation of the accounting estimates and the underlying assumptions or methodologies pertaining to our Critical Accounting Estimates disclosed in our Form 10-K for the year ended December 31, 2023.

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Cash Flows

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

	Three Months Ended March 31,
(In millions)	2024		2023
Sources of cash and cash equivalents
Borrowings	$	1,200	$	—
Net cash provided by operating activities	757		865
Proceeds from revolving credit facility	50		175
Other	1		11
Total sources of cash and cash equivalents	$	2,008	$	1,051
Uses of cash and cash equivalents
Capital expenditures	$	(603)	$	(601)
Change in capital accrual	117		69
Debt repayments	(1,200)		(70)
Repayments of revolving credit facility	(43)		(175)
Shares repurchased under buyback programs	(285)		(334)
Dividends paid	(64)		(63)
Withholding tax on stock-based incentive awards	(18)		(30)
Other	(14)		(3)
Acquisition, net of cash acquired	(4)		—
Total uses of cash and cash equivalents	$	(2,114)	$	(1,207)

Sources of cash and cash equivalents

Cash flows generated from operating activities during the first quarter of 2024 were 12% lower compared to 2023, primarily as a result of lower realized natural gas prices and sales volumes in our US segment, partially offset by increased revenue from new LNG sales indexed to global prices in our International segment.

On March 28, 2024, we completed a public offering of $1.2 billion aggregate principal amount of unsecured senior notes (2029 Notes and 2034 Notes). Net proceeds received totaled $1.2 billion and were used to repay $1.2 billion outstanding borrowings under our Term Loan Facility. See Note 7 and Liquidity and Capital Resources section below for further information.

We utilize our commercial paper program to fund our short term working capital requirements. As of March 31, 2024, we have net outstanding commercial paper borrowings of $450 million. See Note 7 for further information.

Uses of cash and cash equivalents

During the first three months of 2024, we repurchased approximately 11 million shares of our common stock pursuant to the share repurchase program at a cost of $285 million and paid dividends of $64 million.

The following table shows capital expenditures by segments:

	Three Months Ended March 31,
(In millions)	2024		2023
United States	$	598	$	597
International	1		2
Not allocated to segments	4		2
Total capital expenditures	603		601

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Liquidity and Capital Resources

Capital Resources and Available Liquidity

Our main sources of liquidity are cash and cash equivalents, internally generated cash flow from operations, capital market transactions, our Revolving Credit Facility and our commercial paper program. At March 31, 2024, we had approximately $2.2 billion of liquidity consisting of $49 million in cash and cash equivalents and $2.1 billion available under our Revolving Credit Facility.

Our working capital requirements are supported by our cash and cash equivalents, our Revolving Credit Facility and our commercial paper program. We may issue commercial paper, draw on our Revolving Credit Facility to meet short-term cash requirements or issue debt or equity securities through the shelf registration statement discussed below as part of our longer-term liquidity and capital management program. Because of the alternatives available to us as discussed above, we believe that our short-term and long-term liquidity are adequate to fund not only our current operations, but also our near-term and long-term funding requirements including our capital spending programs, defined benefit plan contributions, repayment of debt maturities, dividends and other amounts that may ultimately be paid in connection with contingencies. See Note 17 to the consolidated financial statements for further discussion of how our commitments and contingencies could affect our available liquidity. General economic conditions, commodity prices and financial, business and other factors could affect our operations and our ability to access the capital markets.

We maintain investment grade ratings at all three primary credit rating agencies. A downgrade in our credit ratings could increase our future cost of financing or limit our ability to access capital and could result in additional credit support requirements. We do not have any triggers on any of our corporate debt that would cause an event of default in the case of a downgrade of our credit ratings. See Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of how a downgrade in our credit ratings could affect us.

We may incur additional debt to fund our working capital requirements, capital expenditures, acquisitions or development activities or for general corporate or other purposes. A higher level of indebtedness could increase the risk that our liquidity and financial flexibility deteriorates. See Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023 for a further discussion of how our level of indebtedness could affect us.

Credit Arrangements and Borrowing Developments

On March 28, 2024, we completed a public offering of $1.2 billion aggregate principal amount of unsecured senior notes consisting of $600 million aggregate principal amount of 5.30% 2029 Notes and $600 million aggregate principal amount of 5.70% 2034 Notes. Interest on the senior notes is payable semi-annually beginning October 1, 2024. We may redeem some or all of the senior notes at any time at the applicable redemption price, plus accrued interest, if any. Net proceeds received totaled $1.2 billion which were used to repay $1.2 billion outstanding borrowings under our Term Loan Facility. See Note 7 to the consolidated financial statements for further information.

As of March 31, 2024, we had $5.0 billion of total long-term debt outstanding. Long-term debt due within one year consists of $200 million 2.10% of sub-series 2017A-2 bonds and $200 million 2.125% of sub-series 2017B-1 bonds, both of which feature a mandatory put on July 1, 2024. In addition, as of March 31, 2024, we had outstanding commercial paper borrowings of $450 million.

As of March 31, 2024, we had an immaterial balance outstanding under our Revolving Credit Facility. Our Revolving 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 total debt-to-capital ratio was 25% at March 31, 2024. See Note 7 to the consolidated financial statements for further information.

Refer to our 2023 Annual Report on Form 10-K for a listing of our long-term debt maturities.

Other Sources of Liquidity

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

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Capital Requirements

Share Repurchase Program

Our Board of Directors has authorized a share repurchase program. Our remaining authorization at March 31, 2024 was approximately $2.0 billion.

Subsequent to the quarter, we repurchased approximately $110 million of shares of our common stock through May 1, 2024.

Dividends

On April 24, 2024, our Board of Directors approved a dividend of $0.11 per share payable June 10, 2024 to stockholders of record at the close of business on May 15, 2024.

Income Taxes

As described in Note 6 to the consolidated financial statements, the IRA was signed into law during 2022. Under current law and guidance, we are subject to the corporate book minimum tax in 2024. The U.S. Department of the Treasury and the IRS are expected to release further regulations and interpretive guidance implementing the legislation contained in the IRA. As this guidance is issued, we will continue to evaluate and assess the impact the IRA may have on our current and future period income taxes.

Other Contractual Cash Obligations

As of March 31, 2024, material changes to our contractual cash obligations compared to December 31, 2023 include the addition of $1.2 billion senior notes issued during the first quarter of 2024 and the full repayment of $1.2 billion outstanding borrowings under our Term Loan Facility during the same period.

Other than the items set forth above, there are no material changes to our consolidated cash obligations to make future payments under existing contracts, as disclosed in our 2023 Annual Report on Form 10-K.

Environmental Matters and Other Contingencies

We have incurred and will continue to incur capital, operating and maintenance and remediation expenditures as a result of environmental laws and regulations. If these expenditures, as with all costs, are not ultimately offset by the prices of our products and services, our operating results will be adversely affected. We believe that substantially all of our competitors must comply with similar environmental laws and regulations. However, the specific impact on each competitor may vary depending on a number of factors, including the age and location of its operating facilities, marketing areas and production processes. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites. Penalties may be imposed for noncompliance.

Other than the items set forth in Part II - Item 1. Legal Proceedings, there have been no significant changes to the environmental, health and safety matters under Item 1. Business or Item 3. Legal Proceedings in our 2023 Annual Report on Form 10-K. See Note 17 to the consolidated financial statements for a description of other contingencies.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). All statements, other than statements of historical fact, including without limitation statements regarding our future performance, business strategy, capital budget and allocations, reserve estimates, asset quality, production guidance, drilling plans, capital plans, future debt retirement, cost and expense estimates, asset acquisitions and dispositions, expected impacts of the IRA, tax assumptions and allowances, future financial position, statements regarding future commodity prices, expectations with respect to the consent decree with the EPA and Department of Justice and statements regarding management’s other plans and objectives for future operations, are forward-looking statements. In addition, many forward-looking statements may be identified by the use of forward-looking terminology such as “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “forecast,” “future,” “guidance,” “intend,” “may,” “outlook,” “plans,” “positioned,” “projects,” “seek,” “should,” “targets,” “will,” “would” or similar words indicating that future outcomes are uncertain. While we believe that our assumptions concerning future events are reasonable, these expectations may not prove to be correct. A number of factors could cause results to differ materially from those indicated by such forward-looking statements including, but not limited to:

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

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•changes in expected reserve or production levels;

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

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

•capital available for exploration and development;

•risks related to our hedging activities;

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

•well production timing;

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

•drilling and operating risks;

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

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

•difficulty in obtaining necessary approvals and permits;

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

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

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

•unforeseen hazards such as weather conditions, a health pandemic, acts of war or terrorist acts and the governmental or military response thereto;

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

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

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

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

•our ability to pay dividends and make share repurchases;

•our ability to secure increased exposure to global LNG market prices and progress on the E.G. Gas Mega Hub;

•impacts of the IRA;

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

•other geological, operating and economic considerations; and

•the risk factors, forward-looking statements and challenges and uncertainties described in our 2023 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. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this report.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the normal course of business including commodity price risk and interest rate risk. We employ various strategies, including the use of financial derivatives to manage the risks related to commodity price and interest rate fluctuations. See Note 8 and Note 9 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, 2024, we had open commodity derivatives related to crude oil. Based on the March 31, 2024 published NYMEX WTI futures prices, a hypothetical 10% change (per bbl for crude oil) would change the fair values of our commodity derivative positions to the following:

(In millions)	Fair Value at March 31, 2024		Hypothetical Price Increase of 10%		Hypothetical Price Decrease of 10%
Derivative asset (liability) - Crude Oil	$	—	$	(25)	$	19

Interest Rate Risk

At March 31, 2024, our portfolio of current and long-term debt is comprised of floating rate debt and fixed-rate instruments. Our Revolving Credit Facility and commercial paper borrowings are floating rate debt instruments, which exposes us to the risk of earnings or cash flow losses as the result of potential increases in market interest rates. At March 31, 2024, we had an immaterial outstanding balance under our Revolving Credit Facility and $450 million outstanding borrowings under our commercial paper program. Assuming no change in the amount of floating rate debt outstanding, a hypothetical 100 basis point increase in the average interest rate under our commercial paper borrowings would have increased our interest expense by approximately $5 million. Actual results may vary due to changes in the amount of floating rate debt outstanding.

At March 31, 2024, we had $5.0 billion outstanding borrowings under fixed-rate debt instruments. Our sensitivity to interest rate movements and corresponding changes in the fair value of our fixed-rate debt portfolio affects our results of operations and cash flows only when we elect to repurchase or otherwise retire fixed-rate debt at prices different than carrying value.

At March 31, 2024, we had forward starting interest rate swap agreements with a total notional amount of $295 million designated as cash flow hedges. We utilize cash flow hedges to manage our exposure to interest rate movements by utilizing interest rate swap agreements to hedge variations in cash flows related to the SOFR interest component of future lease payments on our Houston office. A hypothetical 10% change in interest rates would change the fair values of our cash flow hedges to the following as of March 31, 2024:     

(In millions)	Fair Value at March 31, 2024		Hypothetical Interest Rate Increase of 10%		Hypothetical Interest Rate Decrease of 10%
Interest rate asset - designated as cash flow hedges	$	19	$	22	$	17

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, 2024.

During the first three months of 2024, there were no changes in our internal control over financial reporting that have materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

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Part II – OTHER INFORMATION

Item 1. Legal Proceedings

We have received Notices of Violation (“NOVs”) from the EPA related to alleged violations of the Clean Air Act with respect to our operations on the Fort Berthold Indian Reservation between 2015 and 2019. We continue to actively negotiate a draft consent decree with the EPA and Department of Justice. The resolution of the enforcement action will likely include monetary sanctions, for which we maintain an updated accrual as matters progress, and implementation of both environmental mitigation projects and injunctive terms, which would increase both our development costs and operating costs. Based on our discussions with the EPA and Department of Justice since the filing of our Form 10-K for the year ended December 31, 2023, we do not believe resolution of this matter will have a material adverse effect on our business or operations. We have in good faith begun implementing select enhanced compliance requirements associated with likely settlement terms and costs to continue this effort are already fully contemplated in our previously announced 2024 capital budget. There remains uncertainty as to the ultimate result of this matter and it is possible the result could be materially different from our expectations and our accrual.

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

Other than the items set forth above, there have been no significant changes to Item 3. Legal Proceedings in our 2023 Annual Report on Form 10-K. See Note 17 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 2023 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 2023 Annual Report on Form 10-K. There have been no material changes or updates to the risk factors previously disclosed in our 2023 Annual Report on Form 10-K.

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

The following table provides information about purchases by Marathon Oil, during the quarter ended March 31, 2024, 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	Average Price Paid per Share(a)		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(a)(b)
01/01/2024 - 01/31/2024	—	$	—	—	$	2,306,100,537
02/01/2024 - 02/29/2024	—	—		—	2,306,100,537
03/01/2024 - 03/31/2024	10,684,622	26.67		10,684,622	2,021,100,568
Total	10,684,622	$	26.67	10,684,622

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

(b)Refer to our 2023 Annual Report on Form 10-K for historical share repurchase program authorizations and repurchase activity through December 31, 2023. As of March 31, 2024, we have approximately $2.0 billion of authorization remaining under the share repurchase program. Purchases under the program are made at our discretion and may be in either open market transactions, including block purchases or in privately negotiated transactions using cash on hand, cash generated from operations or proceeds from potential asset sales. This program may be changed based upon our financial condition or changes in market conditions and is subject to termination prior to completion. Shares repurchased as of March 31, 2024, were held as treasury stock.

Item 5. Other Information

During the three months ended March 31, 2024, no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

33

Item 6. Exhibits

		Incorporated by Reference (File No. 001-05153, unless otherwise indicated)
Exhibit Number	Exhibit Description	Form	Exhibit	Filing Date
3.1	Restated Certificate of Incorporation of Marathon Oil Corporation	8-K	3.1	6/1/2018
3.2	Marathon Oil Corporation By-laws (amended and restated as of October 25, 2023)	8-K/A	3.2	10/30/2023
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†*	2024 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Restricted Stock Unit Award Agreement for Section 16 Officers
10.2†*	2024 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Performance Unit Award Agreement 2024 - 2025 Performance Cycle for Section 16 Officers
10.3†*	2024 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Performance Unit Award Agreement 2024 - 2026 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.
**	Furnished herewith. This certification will be treated as “accompanying” this report and not “filed” as part of such report for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of Section 18 of the Exchange Act.
†	Management contract or compensatory plan or arrangement.

34

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 2, 2024		MARATHON OIL CORPORATION
	By:	/s/ Zach B. Dailey
		Zach B. Dailey
		Vice President, Controller and Chief Accounting Officer
		(Duly Authorized Officer)

35

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 2024)

(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 2024)

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.

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2019 Plan – RSU Agreement with 3-year pro-rata vesting (retirement vesting) (form approved 2024)

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 Award Agreement, authorizes the recipients to receive, possess, use, retain and transfer the Data, in

4

2019 Plan – RSU Agreement with 3-year pro-rata vesting (retirement vesting) (form approved 2024)

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 2024)

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:

(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;

6

2019 Plan – RSU Agreement with 3-year pro-rata vesting (retirement vesting) (form approved 2024)

(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 31, 2024) (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.

“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 2024)

EX-10.2

Exhibit 10.2

MARATHON OIL CORPORATION

2019 INCENTIVE COMPENSATION PLAN

PERFORMANCE UNIT AWARD AGREEMENT

2024 - 2025 PERFORMANCE CYCLE

Section 16 Officer

1.Grant of Performance Units. Pursuant to this Award Agreement and the Marathon Oil Corporation 2019 Incentive Compensation Plan (the “Plan”), MARATHON OIL CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Participant”), an employee of the Corporation or a Subsidiary, on ____________, 2024, [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 (2024 grant)

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

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

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

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

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

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

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

“Performance Cycle” means the period from January 1, 2024, to December 31, 2025.

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

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

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

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2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2024 grant)

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

3.Determination of Vesting Percentage.

(a)Except as provided in Paragraphs 6 and 8 of this Award Agreement, the Vesting Percentage will depend upon the level of Free Cash Flow achieved by the Corporation as determined by the Committee from time to time. Except as set forth below in respect of a Change in Control or otherwise determined by the Committee, the Committee shall determine the level of Free Cash Flow achieved by the Corporation on a quarterly basis following the end of each quarter forming part of the Performance Cycle. The Vesting Percentage shall correspond to the amount of Free Cash Flow achieved by the Corporation as of the last day of the Performance Cycle based on the following, subject to the remaining provisions of this Paragraph 3, with linear interpolation in the event that the level of Free Cash Flow achieved is between two Free Cash Flow levels set forth below and is at least $198,581,000:

Free Cash Flow ($$)	Vesting Percentage
< $198,581,000	0%
$198,581,000	20%
$1,524,156,000	50%
$2,133,818,000	70%
$3,048,312,000	100%
$3,246,893,000	120%
$3,644,054,000	160%
$4,041,216,000	200%

(b) If, at any time during the Performance Cycle, the Committee determines that the Corporation has achieved Free Cash Flow of at least $1,524,156,000 and, as of such determination, the Corporation has achieved Free Cash Flow of less than $3,048,312,000, 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 $3,048,312,000, and prior to such determination,

3

2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2024 grant)

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 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 $3,048,312,000, and prior to such determination, neither the 50% Banked Vesting Percentage nor the 50% Incremental Banked Vesting Percentage had been achieved pursuant to Paragraphs 3(b) or 3(c), then: (i) effective as of such determination, the Vesting Percentage for the Performance Units for the Performance Cycle will be deemed to be 100% (the “100% Banked Vesting Percentage”), and (ii) in respect of the 100% Banked Vesting Percentage, the Banked Value will equal the product obtained by multiplying (A) the number of Performance Units granted under this Award Agreement, (B) one hundred percent (100%) and (C) the average of the daily closing price of a share of Common Stock during the final thirty (30) calendar days ending on the last trading day of the calendar quarter in which the 100% Banked Vesting Percentage was achieved (the “100% Banked Value”).

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

4.Final Vesting Percentage Determination and Vesting of Performance Units Following Completion of Performance Cycle. Unless the Participant’s right to the Performance Units is previously forfeited or vested in accordance with Paragraphs 5, 6, 7 or 8, as applicable, the Committee shall determine the Vesting Percentage following the close of the Performance Cycle pursuant to Paragraph 3(a) based on the level of Free Cash Flow achieved as of December 31, 2025 (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.

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2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2024 grant)

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

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

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

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

Subject to the Participant’s continued Employment through December 31, 2025, payment of the Final Payout Value shall be made on or after January 1, 2026, and not later than March 15, 2026 (the “Settlement Time”). If, in accordance with the Committee’s determination under 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.

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2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2024 grant)

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

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

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

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2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2024 grant)

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

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

(i)the Aggregate Banked Value; and

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

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

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

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2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2024 grant)

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 and Other Clawback Provisions.

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

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

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

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

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2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2024 grant)

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

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

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

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

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

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2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2024 grant)

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

Marathon Oil Corporation

/s/ Lee M. Tillman

Lee M. Tillman

Chairman, President and

Chief Executive Officer

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2019 Plan – Section 16 Officer FCF PSU with 2-year cliff vesting (2024 grant)

EX-10.3

Exhibit 10.3

MARATHON OIL CORPORATION

2019 INCENTIVE COMPENSATION PLAN

PERFORMANCE UNIT AWARD AGREEMENT

2024 - 2026 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 _____________, 2024, [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 (2024 grant)

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

“Peer Group” means the following group of companies (in addition to the Corporation) and indices: APA Corporation (APA), ConocoPhillips (COP), Coterra Energy Inc. (CTRA), Devon Energy Corporation (DVN), Diamondback Energy, Inc. (FANG), EOG Resources, Inc. (EOG), Matador Resources Company (MTDR), Murphy Oil Corporation (MUR), Ovintiv Inc. (OVV), 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, 2024, to December 31, 2026. Notwithstanding the foregoing, if a Change in Control occurs before December 31, 2026, then the Performance Cycle shall be the period from January 1, 2024, to the last regular trading date immediately preceding the effective date of such Change in Control for purposes of the determination under Paragraph 3.

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

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

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

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

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2019 Plan – Section 16 Officer TSR PSU with 3-year cliff vesting (2024 grant)

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

3.Determination of Vesting Percentage.

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

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

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

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

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

The following table illustrates the methodology:

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

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

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2019 Plan – Section 16 Officer TSR PSU with 3-year cliff vesting (2024 grant)

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

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

4.Vesting of Performance Units. Unless the Participant’s right to the Performance Units is previously forfeited or vested in accordance with Paragraphs 5, 6, 7 or 8, as applicable, the Committee shall determine the Vesting Percentage following the close of the Performance Cycle. Following the Committee’s determination, the Participant shall vest in the Performance Units and be entitled to receive a payment of shares of Common Stock equal to the product of (a) the number of Performance Units granted under this Award Agreement and (b) the Vesting Percentage, as determined by the Committee under Paragraph 3, issued in accordance with and subject to Paragraph 10. Such payment shall be made as soon as administratively feasible following the Committee’s determination but, in any event, on or after January 1, 2027, and not later than March 15, 2027 (the “Settlement Time”). If, in accordance with the Committee’s determination under Paragraph 3, the Vesting Percentage is zero, the Participant shall immediately forfeit any and all rights to the Performance Units. Upon the vesting and/or forfeiture of the Performance Units and settling the Performance Units (including, if applicable, a cash payment for Dividend Equivalents, as provided in Paragraph 9), if any, the rights of the Participant and the obligations of the Corporation under this Award Agreement shall be satisfied in full.

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

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

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2019 Plan – Section 16 Officer TSR PSU with 3-year cliff vesting (2024 grant)

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

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

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

5

2019 Plan – Section 16 Officer TSR PSU with 3-year cliff vesting (2024 grant)

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

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

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

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

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

6

2019 Plan – Section 16 Officer TSR PSU with 3-year cliff vesting (2024 grant)

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

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

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

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

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

7

2019 Plan – Section 16 Officer TSR PSU with 3-year cliff vesting (2024 grant)

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

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

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

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

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

8

2019 Plan – Section 16 Officer TSR PSU with 3-year cliff vesting (2024 grant)

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

Marathon Oil Corporation

/s/ Lee M. Tillman

Lee M. Tillman

Chairman, President and

Chief Executive Officer

9

2019 Plan – Section 16 Officer TSR PSU with 3-year cliff vesting (2024 grant)

EX-31.1

Exhibit 31.1 

MARATHON OIL CORPORATION

CERTIFICATION PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Lee M. Tillman, certify that: 

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

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

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

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

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

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

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

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

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

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

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

Date:	May 2, 2024	/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, Rob L. White, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date:	May 2, 2024	/s/ Rob L. White
		Rob L. White
		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, 2024 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 2, 2024	/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, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rob L. White, 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 2, 2024	/s/ Rob L. White
	Rob L. White
	Executive Vice President and Chief Financial Officer

XML

Cover - shares	3 Months Ended
	Mar. 31, 2024	Apr. 30, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	1-5153
Entity Registrant Name	Marathon Oil Corporation
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	25-0996816
Entity Address, Address Line One	990 Town and Country Boulevard,
Entity Address, City or Town	Houston,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77024-2217
City Area Code	(713)
Local Phone Number	629-6600
Title of 12(b) Security	Common Stock, par value $1.00
Trading Symbol	MRO
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		564,035,502
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
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, 2024	Mar. 31, 2023
Revenues and other income:
Revenues from contracts with customers	$ 1,538	$ 1,567
Net gain (loss) on commodity derivatives	(24)	15
Income from equity method investments	39	80
Net gain on disposal of assets	0	5
Other income (expense)	(2)	13
Total revenues and other income	1,551	1,680
Costs and expenses:
Production	221	201
Shipping, handling and other operating, including related party of $15 and $0	169	162
Exploration	7	15
Depreciation, depletion and amortization	524	520
Taxes other than income	96	95
General and administrative	86	82
Total costs and expenses	1,103	1,075
Income from operations	448	605
Net interest and other	(69)	(82)
Other net periodic benefit credits	3	3
Income before income taxes	382	526
Provision for income taxes	85	109
Net income	$ 297	$ 417
Net income per share:
Basic (in dollars per share)	$ 0.52	$ 0.66
Diluted (in dollars per share)	$ 0.52	$ 0.66
Weighted average common shares outstanding:
Basic (in shares)	576	628
Diluted (in shares)	576	629

XML

Consolidated Statements of Income (Unaudited) (Parenthetical) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Shipping, handling and other operating, including related party	$ 169	$ 162
Related Party
Shipping, handling and other operating, including related party	$ 15	$ 0

XML

Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Statement of Comprehensive Income [Abstract]
Net income	$ 297	$ 417
Other comprehensive loss, net of tax
Change in actuarial gain and other for postretirement and postemployment plans	(4)	(5)
Change in derivative hedges unrecognized gain	2	(2)
Other comprehensive loss	(2)	(7)
Comprehensive income	$ 295	$ 410

XML

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 49	$ 155
Receivables, net	1,276	1,152
Inventories	179	186
Other current assets	53	76
Total current assets	1,557	1,569
Equity method investments	472	433
Property, plant and equipment, net of accumulated depreciation, depletion and amortization of $26,420 and $25,914	17,303	17,213
Other noncurrent assets	336	360
Total assets	19,668	19,575
Current liabilities:
Accounts payable	1,514	1,364
Commercial paper	450	450
Payroll and benefits payable	40	70
Accrued taxes	135	126
Other current liabilities	310	312
Long-term debt due within one year	400	1,600
Total current liabilities	2,849	3,922
Long-term debt	4,578	3,378
Deferred tax liabilities	462	419
Defined benefit postretirement plan obligations	93	93
Asset retirement obligations	329	326
Deferred credits and other liabilities	213	232
Total liabilities	8,524	8,370
Commitments and contingencies (Note 17)
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, 2024 and December 31, 2023)	937	937
Held in treasury, at cost – 369 million shares and 360 million shares	(9,201)	(8,952)
Additional paid-in capital	7,129	7,172
Retained earnings	12,199	11,966
Accumulated other comprehensive income	80	82
Total stockholders’ equity	11,144	11,205
Total liabilities and stockholders’ equity	$ 19,668	$ 19,575

XML

Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Property, plant and equipment, accumulated depreciation	$ 26,420	$ 25,914
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Preferred stock, shares authorized (in shares)	26,000,000	26,000,000
Common stock, shares issued (in shares)	937,000,000	937,000,000
Common stock, par value (in dollars per share)	$ 1	$ 1
Common stock, shares authorized (in shares)	1,925,000,000	1,925,000,000
Held in treasury, shares (in shares)	369,000,000	360,000,000

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating activities:
Net income	$ 297	$ 417
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	524	520
Exploratory dry well costs and unproved property impairments	6	14
Net gain on disposal of assets	0	(5)
Deferred income taxes	43	85
Unrealized (gain) loss on derivative instruments, net	24	(2)
Pension and other post retirement benefits, net	(3)	(7)
Stock-based compensation	11	10
Equity method investments, net	(39)	(80)
Changes in:
Current receivables	(120)	(86)
Inventories	6	(12)
Current accounts payable and accrued liabilities	12	30
Other current assets and liabilities	(2)	(9)
All other operating, net	(2)	(10)
Net cash provided by operating activities	757	865
Investing activities:
Capital expenditures	(603)	(601)
Change in capital accrual	117	69
Acquisitions, net of cash acquired	(4)	11
Disposal of assets, net of cash transferred to the buyer	0	(1)
All other investing, net	1	0
Net cash used in investing activities	(489)	(522)
Financing activities:
Borrowings	1,200	0
Debt repayments	(1,200)	(70)
Proceeds from revolving credit facility	50	175
Repayments of revolving credit facility	(43)	(175)
Shares repurchased under buyback programs	(285)	(334)
Dividends paid	(64)	(63)
Withholding tax on stock-based incentive awards	(18)	(30)
All other financing, net	(14)	(2)
Net cash used in financing activities	(374)	(499)
Net decrease in cash and cash equivalents	(106)	(156)
Cash and cash equivalents at beginning of period	155	334
Cash and cash equivalents at end of period	$ 49	$ 178

XML

Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Millions	Total	Preferred Stock	Common Stock	Treasury Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income
Beginning balance at Dec. 31, 2022	$ 11,397	$ 0	$ 937	$ (7,512)	$ 7,203	$ 10,663	$ 106
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares repurchased under buyback programs	(334)			(334)
Excise tax on shares repurchased	(3)			(3)
Stock-based compensation	(19)			35	(54)
Net income	417					417
Other comprehensive loss	(7)						(7)
Dividends paid	(63)					(63)
Ending balance at Mar. 31, 2023	11,388	0	937	(7,814)	7,149	11,017	99
Beginning balance at Dec. 31, 2023	11,205	0	937	(8,952)	7,172	11,966	82
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares repurchased under buyback programs	(285)			(285)
Excise tax on shares repurchased	(2)			(2)
Stock-based compensation	(5)			38	(43)
Net income	297					297
Other comprehensive loss	(2)						(2)
Dividends paid	(64)					(64)
Ending balance at Mar. 31, 2024	$ 11,144	$ 0	$ 937	$ (9,201)	$ 7,129	$ 12,199	$ 80

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Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Statement of Stockholders' Equity [Abstract]
Dividends paid (in dollars per share)	$ 0.11	$ 0.10

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Basis of Presentation

3 Months Ended

Mar. 31, 2024

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 2023 Annual Report on Form 10-K. The results of operations for the first quarter of 2024 are not necessarily indicative of the results to be expected for the full year.

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Accounting Standards

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Accounting Standards

Accounting Standards

Accounting Standards Updates Adopted

No accounting standards were adopted in the first quarter of 2024 that had a material impact on our consolidated financial statements.

Accounting Standards Updates Not Yet Adopted

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

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Income and Dividends per Common Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Income and Dividends per Common Share

Income and Dividends per Common Share

Basic income per share is based on the weighted average number of common shares outstanding. Diluted income per share assumes exercise of stock options and performance units in all periods, provided the effect is not antidilutive. The per share calculations below exclude 1 million of antidilutive stock options and performance units for both the three months ended March 31, 2024 and 2023:

	Three Months Ended March 31,
(In millions, except per share data)	2024		2023
Net income	$	297	$	417
Weighted average common shares outstanding	576		628
Effect of dilutive securities	—		1
Weighted average common shares, diluted	576		629
Net income per share:
Basic	$	0.52	$	0.66
Diluted	$	0.52	$	0.66
Dividends per share	$	0.11	$	0.10

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Revenues

3 Months Ended

Mar. 31, 2024

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, including LNG, under spot and term agreements with our customers in the United States and Equatorial Guinea.

As of March 31, 2024 and December 31, 2023, receivables from contracts with customers, included in receivables, less reserves for credit losses, were $972 million and $886 million, respectively.

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

United States

	Three Months Ended March 31, 2024
(In millions)	Eagle Ford		Bakken		Permian		Oklahoma		Other U.S.		Total
Crude oil and condensate	$	439	$	465	$	199	$	65	$	12	$	1,180
NGLs	58		41		20		32		—		151
Natural gas	33		16		7		29		1		86
Other	1		—		—		—		4		5
Revenues from contracts with customers	$	531	$	522	$	226	$	126	$	17	$	1,422

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

International (E.G.)

	Three Months Ended March 31,
(In millions)	2024		2023
Crude oil and condensate	$	61	$	57
NGLs	1		1
Natural gas, sold as gas	2		5
Natural gas, sold as LNG	51		—
Natural gas, total	53		5
Other	1		1
Revenues from contracts with customers	$	116	$	64

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Segment Information

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Segment Information

Segment Information

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

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

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

Segment income represents income that excludes certain items not allocated to our operating segments, net of income taxes. A portion of our corporate and operations general and administrative support costs are not allocated to the operating segments. These unallocated costs primarily consist of employment costs (including pension effects), professional services, facilities and other costs associated with corporate and operations support activities. Additionally, items which affect comparability such as: gains or losses on dispositions, impairments of proved and certain unproved properties, dry wells, changes in our valuation allowance, unrealized gains or losses on commodity and interest rate derivative instruments, effects of pension settlements and curtailments, expensed transaction costs for business combinations or other items (as determined by the chief operating decision maker (“CODM”)) are not allocated to operating segments.

	Three Months Ended March 31, 2024
(In millions)	U.S.		Int’l		Not Allocated to Segments			Total
Revenues from contracts with customers	$	1,422	$	116	$	—		$	1,538
Net loss on commodity derivatives	—		—		(24)		(b)	(24)
Income from equity method investments	—		39		—			39
Other income (expense)	(4)		1		1			(2)
Less costs and expenses:
Production	201		20		—			221
Shipping, handling and other operating, including related party	149		17		3			169
Exploration	7		—		—			7
Depreciation, depletion and amortization	500		10		14			524
Taxes other than income	96		—		—			96
General and administrative	38		3		45			86
Net interest and other	—		—		69			69
Other net periodic benefit costs	—		—		(3)			(3)
Income tax provision (benefit)	93		24		(32)			85
Segment income (loss)	$	334	$	82	$	(119)		$	297
Total assets	$	18,629	$	918	$	121		$	19,668
Capital expenditures(a)	$	598	$	1	$	4		$	603

(a)Includes accruals and excludes acquisitions.

(b)Unrealized loss on commodity derivative instruments (See Note 8).

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

(a)Includes accruals and excludes acquisitions.

(b)Unrealized gain on commodity derivative instruments (See Note 8).

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

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Income Taxes

3 Months Ended

Mar. 31, 2024

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, 2024 and 2023, our effective income tax rates were as follows:

	Three Months Ended March 31,
	2024		2023
Effective income tax rate	22	%	21	%

In August 2022, the President signed the Inflation Reduction Act of 2022 (“IRA”) into law. The IRA enacted various income tax provisions, including a 15% corporate book minimum tax. The corporate book minimum tax, which became effective on January 1, 2023, applies to corporations with an average annual adjusted financial statement income that exceeds $1 billion for the preceding three years. Under current law and guidance, we are subject to the corporate book minimum tax in 2024. The U.S. Department of the Treasury and the IRS are expected to release further regulations and interpretive guidance implementing the legislation contained in the IRA. As this guidance is issued, we will continue to evaluate and assess the impact the IRA may have on our current and future period income taxes.

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Debt

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Debt

Debt

Term Loan Facility

In November 2022, we entered into a term credit agreement, which provides for a two-year $1.5 billion term loan facility (“Term Loan Facility”) and we borrowed the full amount thereunder in December 2022. During the fourth quarter of 2023, we repaid $300 million of outstanding borrowings. On March 28, 2024, we fully repaid the $1.2 billion outstanding balance under our Term Loan Facility by utilizing the net proceeds received from the senior notes issued during the first quarter of 2024 (see Debt Issuance below).

Revolving Credit Facility

We have an unsecured revolving credit facility (“Revolving Credit Facility”) with a borrowing capacity of $2.6 billion. We have the option to increase the commitment amount by up to an additional $939 million, subject to the consent of any increasing lenders. The Revolving Credit Facility matures on July 28, 2027. At March 31, 2024, we had an immaterial outstanding balance under our Revolving Credit Facility.

The Revolving Credit Facility includes a covenant requiring our total debt to total capitalization ratio not to exceed 65% as of the last day of each fiscal quarter. In the event of a default, the lenders holding more than half of the commitments may terminate the commitments under the Revolving Credit Facility and require the immediate repayment of all outstanding borrowings and the cash collateralization of all outstanding letters of credit under the Revolving Credit Facility. As of March 31, 2024, we were in compliance with this covenant with a ratio of 25%.

Commercial Paper Program

Pursuant to our commercial paper program, we may issue unsecured notes in a maximum aggregate face amount of $2.5 billion outstanding at any time, with maturities up to 365 days from the date of issuance. Our $2.5 billion commercial paper program is backed by our $2.6 billion Revolving Credit Facility.

We utilize our commercial paper program to fund various short-term working capital requirements. As of March 31, 2024, we had $450 million of outstanding commercial paper maturing at various dates with a weighted average interest rate of 5.90%.

Debt issuance

On March 28, 2024, we completed a public offering of $1.2 billion aggregate principal amount of unsecured senior notes consisting of $600 million aggregate principal amount of 5.30% senior notes due April 1, 2029 (“2029 Notes”) and $600 million aggregate principal amount of 5.70% senior notes due April 1, 2034 (“2034 Notes”). Interest on the senior notes is payable semi-annually beginning October 1, 2024. We may redeem some or all of the senior notes at any time at the applicable redemption price, plus accrued interest, if any. Net proceeds received totaled $1.2 billion. Debt issuance costs of $12 million were recorded as deferred financing costs within long-term debt in our consolidated balance sheets and are being amortized to interest expense in our consolidated statement of income over the term of each note. The net proceeds, together with cash on hand, were used to repay $1.2 billion of outstanding borrowings under our Term Loan Facility.

Debt redemption

In March 2023, we redeemed the $70 million 8.5% Senior Notes in connection with their maturity date.

Long-term debt

At March 31, 2024, we had $5.0 billion of total long-term debt outstanding. Long-term debt due within one year consists of $200 million 2.10% of sub-series 2017A-2 bonds and $200 million 2.125% of sub-series 2017B-1 bonds, both of which feature a mandatory put on July 1, 2024. Refer to our 2023 Annual Report on Form 10-K for a listing of our long-term debt maturities.

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Derivatives

3 Months Ended

Mar. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

Derivatives

We may use derivatives to manage a portion of our exposure to commodity price risk, commodity locational risk and interest rate risk. For further information regarding the fair value measurement of derivative instruments, see Note 9. All of our commodity derivatives and interest rate derivatives are subject to enforceable master netting arrangements or similar agreements under which we report net amounts.

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

	March 31, 2024
(In millions)	Asset		Liability		Net Asset		Balance Sheet Location
Not Designated as Hedges
Commodity	$	1	$	1	$	—	Other current assets
Total Not Designated as Hedges	$	1	$	1	$	—
Cash Flow Hedges
Interest Rate	$	9	$	—	$	9	Other current assets
Interest Rate	10		—		10		Other noncurrent assets
Total Designated Hedges	$	19	$	—	$	19
Total	$	20	$	1	$	19

	December 31, 2023
(In millions)	Asset		Liability		Net Asset		Balance Sheet Location
Not Designated as Hedges
Commodity	$	24	$	—	$	24	Other current assets
Total Not Designated as Hedges	$	24	$	—	$	24
Cash Flow Hedges
Interest Rate	$	9	$	—	$	9	Other current assets
Interest Rate	9		—		9		Other noncurrent assets
Total Designated Hedges	$	18	$	—	$	18
Total	$	42	$	—	$	42

Derivatives Not Designated as Hedges

Commodity Derivatives

We have entered into crude oil derivatives indexed to their respective indices as noted in the table below, related to a portion of our forecasted U.S. sales through 2024. These derivatives are three-way collars. Three-way collars consist of a sold call (ceiling), a purchased put (floor) and a sold put. The ceiling price is the maximum we will receive for the contract volumes; the floor is the minimum price we will receive, unless the market price falls below the sold put strike price. In this case, we receive the NYMEX WTI price plus the difference between the floor and the sold put price. These crude oil derivatives were not designated as hedges.

The following table sets forth outstanding derivative contracts as of March 31, 2024, and the weighted average prices for those contracts:

	2024
		Second Quarter		Third Quarter		Fourth Quarter
Crude Oil
NYMEX WTI Three-Way Collars
Volume (Bbls/day)		60,000		40,000		40,000
Weighted average price per Bbl:
Ceiling		$	97.44	$	96.12	$	96.12
Floor		$	65.83	$	65.00	$	65.00
Sold put		$	50.83	$	50.00	$	50.00

The following table sets forth outstanding derivative contracts as of April 30, 2024, with their weighted average prices, and is inclusive of activities that occurred subsequent to March 31, 2024:

	2024							2025
		Second Quarter		Third Quarter		Fourth Quarter		First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Crude Oil
NYMEX WTI Three-Way Collars
Volume (Bbls/day)		60,000		50,000		50,000		—		—		—		—
Weighted average price per Bbl:
Ceiling		$	97.44	$	95.95	$	95.95	$	—	$	—	$	—	$	—
Floor		$	65.83	$	65.00	$	65.00	$	—	$	—	$	—	$	—
Sold put		$	50.83	$	50.00	$	50.00	$	—	$	—	$	—	$	—
Natural Gas
Henry Hub Two-Way Collars
Volume (MMBtu/day)		—		—		—		100,000		100,000		100,000		100,000
Weighted average price per MMBtu:
Ceiling		$	—	$	—	$	—	$	5.77	$	5.77	$	5.77	$	5.77
Floor		$	—	$	—	$	—	$	2.50	$	2.50	$	2.50	$	2.50

The unrealized gain (loss) and realized gain 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)	2024		2023
Unrealized gain (loss) on derivative instruments, net	$	(24)	$	2
Realized gain on derivative instruments, net(a)	$	—	$	13

(a)During the first quarter of 2024, we had no settled derivative positions. During the first quarter of 2023, net cash received for settled derivative positions was $10 million.

Derivatives Designated as Cash Flow Hedges

During 2019, we entered into forward starting interest rate swaps with a maturity date of September 9, 2026 to hedge variations in cash flows related to the interest rate component of future lease payments of our Houston office. As of March 31, 2024 and December 31, 2023, the notional amount of open interest rate swaps for the Houston office was $295 million. The weighted average secured overnight financing rate (“SOFR”) for the swaps was 1.43% as of both March 31, 2024 and December 31, 2023.

During the three months ended March 31, 2024, net cash received for the settled interest rate swap positions was $3 million. As of March 31, 2024, we expect to reclassify a $10 million gain from accumulated other comprehensive income into our consolidated statements of income over the next twelve months.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2024

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, 2024 and December 31, 2023 by hierarchy level:

	March 31, 2024
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Commodity(a)	$	—	$	1	$	—	$	1
Interest rate - designated as cash flow hedges	—		19		—		19
Derivative instruments, assets	$	—	$	20	$	—	$	20
Derivative instruments, liabilities
Commodity(a)	$	—	$	(1)	$	—	$	(1)
Derivative instruments, liabilities	$	—	$	(1)	$	—	$	(1)
Total	$	—	$	19	$	—	$	19

	December 31, 2023
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Commodity(a)	$	—	$	24	$	—	$	24
Interest rate - designated as cash flow hedges	—		18		—		18
Derivative instruments, assets	$	—	$	42	$	—	$	42

(a)Derivative instruments are recorded on a net basis in our consolidated balance sheet. See Note 8.

As of March 31, 2024, our commodity derivatives include three-way collars. These instruments are measured at fair value using either a Black-Scholes or a modified Black-Scholes Model. For three-way collars, inputs to the models include commodity prices and implied volatility and are categorized as Level 2 because predominantly all assumptions and inputs are observable in active markets throughout the term of the instruments.

The forward starting interest rate swaps are measured at fair value with a market approach using actionable broker quotes, which are Level 2 inputs. See Note 8 for details on the forward starting interest rate swaps.

Fair Values – Financial Instruments

Our current assets and liabilities include financial instruments, the most significant of which are receivables, commercial paper borrowings, the current portion of our long-term debt and payables. We believe the carrying values of our receivables, commercial paper borrowings 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, commercial paper borrowings, payables and derivative financial instruments, and their reported fair values by individual balance sheet line item at March 31, 2024 and December 31, 2023:

	March 31, 2024				December 31, 2023
(In millions)	Fair Value		Carrying Amount		Fair Value		Carrying Amount
Financial assets
Other noncurrent assets	$	9	$	29	$	9	$	27
Total financial assets	$	9	$	29	$	9	$	27
Financial liabilities
Other current liabilities	$	80	$	127	$	80	$	126
Long-term debt, including current portion(a)	4,987		5,003		4,961		4,997
Deferred credits and other liabilities	70		72		70		71
Total financial liabilities	$	5,137	$	5,202	$	5,111	$	5,194

(a)Excludes debt issuance costs.

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

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

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Property, Plant and Equipment

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment

(In millions)	March 31, 2024		December 31, 2023
United States	$	17,004	$	16,905
International	243		252
Corporate	56		56
Net property, plant and equipment	$	17,303	$	17,213

As of March 31, 2024 and December 31, 2023, we had no exploratory well costs capitalized greater than one year related to suspended wells.

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Asset Retirement Obligations

3 Months Ended

Mar. 31, 2024

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligations

Asset Retirement Obligations

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

	March 31,
(In millions)	2024		2023
Beginning balance as of January 1	$	340	$	340
Incurred liabilities, including acquisitions	2		1
Settled liabilities, including dispositions	(2)		(9)
Accretion expense (included in depreciation, depletion and amortization)	4		4
Revisions of estimates	2		5
Ending balance as of March 31, total	$	346	$	341
Ending balance as of March 31, short-term	$	17	$	45

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Equity Method Investments

3 Months Ended

Mar. 31, 2024

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments

Equity Method Investments

During the periods ended March 31, 2024 and December 31, 2023, our equity method investees were considered related parties. Our investment in our equity method investees are summarized in the following table:

(In millions)	Ownership as of March 31, 2024	March 31, 2024		December 31, 2023
EG LNG (a)	56%	$	132	$	118
Alba Plant LLC (b)	52%	176		153
AMPCO (c)	45%	164		162
Total		$	472	$	433

(a)EG LNG is engaged in LNG production activity.

(b)Alba Plant LLC processes LPG.

(c)AMPCO is engaged in methanol production activity.

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

	Three Months Ended March 31,
(In millions)	2024		2023
Income data:
Revenues and other income	$	211	$	306
Income from operations	101		159
Net income	$	84	$	134

Revenues from related parties were $2 million for the three months ended March 31, 2024, which primarily related to Alba Plant LLC and AMPCO. Revenues from related parties were $6 million for the three months ended March 31, 2023, with the majority related to EG LNG. As a result of the agreement that took effect on January 1, 2024, related party shipping, handling and other operating expense presented on the face of the consolidated statements of income represents compensation to EG LNG for liquefaction, storage and product handling services.

Cash received from equity investees is classified as dividends or return of capital on the Consolidated Statements of Cash Flows. Dividends from equity method investees are reflected in the Operating activities section in Equity Method Investments, net while return of capital is reflected in the Investing activities section. Our equity investees did not distribute dividends or return of capital during the three months ended March 31, 2024 and 2023.

Current receivables from related parties were $23 million and $24 million at March 31, 2024 and December 31, 2023, respectively, which primarily related to EG LNG and Alba Plant LLC in both periods. Payables to related parties were $24 million and $6 million at March 31, 2024 and December 31, 2023, respectively, with the majority related to EG LNG in both periods.

Related Party Lease Transaction

Our wholly owned subsidiary, MEGPL, is a lessor for residential housing in E.G., which is occupied by EG LNG. 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
2024	$	5
2025	6
2026	6
2027	6
2028	6
Thereafter	35
Total undiscounted cash flows	$	64

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Stockholders' Equity

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

Our Board of Directors has authorized a share repurchase program. During the first three months of 2024, we repurchased 11 million shares of our common stock pursuant to the share repurchase program at a cost of $285 million. Our remaining share repurchase authorization was approximately $2.0 billion at March 31, 2024. Purchases under our repurchase 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.

Subsequent to the quarter, we repurchased approximately $110 million of shares of our common stock through May 1, 2024.

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Incentive Based Compensation

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Incentive Based Compensation

Incentive Based Compensation

Stock options and restricted stock units

The following table presents a summary of activity for the first three months of 2024: 

	Stock Options			Restricted Stock Units
	Number of Shares	Weighted Average Exercise Price		Number of Shares & Units	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2023	1,004,304	$	31.38	3,514,405	$	22.07
Granted	—	—		2,062,612	24.60
Exercised/Vested	—	—		(1,663,913)	19.18
Canceled	(499,545)	33.33		(45,300)	23.00
Outstanding at March 31, 2024	504,759	$	29.44	3,867,804	$	24.65

Stock-based performance unit awards

During the first three months of 2024, we granted 248,572 stock-based performance units to eligible officers, which are settled in shares. The grant date fair value per unit was $28.21. During the first three months of 2024, we stock settled the units related to the 2021 grant. At March 31, 2024, there were 638,079 outstanding stock-based performance units to be settled in shares to officers.

During the first three months of 2024, we also granted 248,572 stock-based performance units to eligible officers, which are settled in cash. At the grant date for these performance units, each unit represents the value of one share of our common stock. The fair value of each cash-settled performance unit was $28.45 as of March 31, 2024. During the first three months of 2024, we also cash settled the units related to the 2022 grant. At March 31, 2024, there were 471,036 units outstanding of the stock-based performance unit awards to be settled in cash to officers.

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Inventories

3 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

Inventories

Inventories

Crude oil, NGLs and natural gas, including LNG, 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, 2024		December 31, 2023
Crude oil, NGLs and natural gas, including LNG	$	12	$	14
Supplies and other items	167		172
Inventories	$	179	$	186

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Supplemental Cash Flow Information

3 Months Ended

Mar. 31, 2024

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

Supplemental Cash Flow Information

	Three Months Ended March 31,
(In millions)	2024		2023
Included in operating activities:
Interest paid	$	73	$	85
Income taxes paid, net of refunds	$	8	$	6
Noncash investing activities:
Increase in asset retirement costs	$	4	$	6

Other noncash investing activities include accrued capital expenditures for the three months ended March 31, 2024 and 2023 of $203 million and $180 million, respectively.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Various groups, including the State of North Dakota and the Mandan, Hidatsa and Arikara Nation or MHA Nation, also known as the Three Affiliated Tribes of the Fort Berthold Indian Reservation (the “Three Affiliated Tribes”) represented by the Bureau of Indian Affairs (the “BIA”), have been involved in a dispute regarding the ownership of certain lands underlying the Missouri River and Little Missouri River (the “Disputed Land”) from which we currently produce. As a result, as of March 31, 2024, we have a $123 million current liability in suspended royalty and working interest revenue, including interest, of which $105 million was included within accounts payable and $18 million related to accrued interest was included within other current liabilities on our consolidated balance sheet. Additionally, we have a long-term receivable of $27 million for capital and expenses. The United States Department of the Interior (“DOI”) has addressed the United States’ position with respect to this dispute several times in recent years with conflicting opinions. In January 2017, the DOI issued an opinion that the Disputed Land is held in trust for the Three Affiliated Tribes, then in June 2018 and May 2020 the DOI issued opinions concluding that the State of North Dakota held title to the Disputed Land. Most recently, on February 4, 2022, the DOI issued an opinion (“M-Opinion”) concluding that the Disputed Land is held in trust for the Three Affiliated Tribes. While the M-Opinion is binding on all agencies within the DOI, it is not legally binding on third parties, including Marathon Oil, the State of North Dakota, or a court. Given the uncertainty in matters such as these, we are unable to predict the ultimate outcome of this matter at this time; however, we believe the resolution of this matter will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

We are a defendant in a number of legal and administrative proceedings arising in the ordinary course of business including, but not limited to, royalty claims, contract claims, tax disputes and environmental claims. While the ultimate outcome and impact to us cannot be predicted with certainty, we believe the resolution of these proceedings will not have a material adverse effect on our consolidated financial position, results of operations or cash flows. In addition, we may also be subject to retained liabilities with respect to certain divested assets by operation of law. For example, we are exposed to the risk that owners and/or operators of assets purchased from us become unable to satisfy plugging or abandonment obligations that attach to those assets. In that event, due to operation of law, we may be required to assume plugging or abandonment obligations for those assets. Although we have established reserves for such liabilities, we could be required to accrue additional amounts in the future and these amounts could be material.

We have received Notices of Violation (“NOVs”) from the EPA related to alleged violations of the Clean Air Act with respect to our operations on the Fort Berthold Indian Reservation between 2015 and 2019. We continue to actively negotiate a draft consent decree with the EPA and Department of Justice. The resolution of the enforcement action will likely include monetary sanctions, for which we maintain an updated accrual as matters progress, and implementation of both environmental mitigation projects and injunctive terms, which would increase both our development costs and operating costs. There remains uncertainty as to the ultimate result of this matter and it is possible the result could be materially different from our expectations and our accrual.

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

We have incurred and will continue to incur capital, operating and maintenance and remediation expenditures as a result of environmental laws and regulations. If these expenditures, as with all costs, are not ultimately offset by the prices we receive for our products and services, our operating results will be adversely affected. We believe that substantially all of our competitors must comply with similar environmental laws and regulations. However, the specific impact on each competitor may vary depending on a number of factors, including the age and location of its operating facilities, marketing areas and production processes. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites. Penalties may be imposed for noncompliance.

At March 31, 2024, accrued liabilities for remediation relating to environmental laws and regulations were not material. It is not presently possible to estimate the ultimate amount of all remediation costs that might be incurred or the penalties that may be imposed.

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

The agreements to process the third-party Alen Unit gas required the execution of third-party guarantees by Marathon Oil Corporation in favor of the Alen Unit’s owners. Two separate guarantees were executed during the second quarter of 2020; one for a maximum of approximately $91 million pertaining to the payment obligations of Equatorial Guinea LNG Operations, S.A. and another for a maximum of $25 million pertaining to the payment obligations of Alba Plant LLC. Payment by us would be required if any of those entities fails to honor its payment obligations pursuant to the relevant agreements with the owners of the Alen Unit. Certain owners of the Alen Unit, or their affiliates, are also direct or indirect shareholders in Equatorial Guinea LNG Operations, S.A. and Alba Plant LLC. Each guarantee expires no later than December 31, 2027. We measured these guarantees at fair value using the net present value of premium payments we expect to receive from our investees. Our liability for these guarantees was approximately $4 million as of March 31, 2024. Each of Equatorial Guinea LNG Operations, S.A. and Equatorial Guinea LNG Train 1, S.A. provided us with a pledge of its receivables as recourse against any payments we may make under the guaranty of Equatorial Guinea LNG Operations, S.A.’s performance.

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Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net income	$ 297	$ 417

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Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2024

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 2023 Annual Report on Form 10-K. The results of operations for the first quarter of 2024 are not necessarily indicative of the results to be expected for the full year.

Accounting Standards Updates Adopted and Not Yet Adopted

Accounting Standards Updates Adopted

No accounting standards were adopted in the first quarter of 2024 that had a material impact on our consolidated financial statements.

Accounting Standards Updates Not Yet Adopted

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

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Income and Dividends per Common Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

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

The per share calculations below exclude 1 million of antidilutive stock options and performance units for both the three months ended March 31, 2024 and 2023:

	Three Months Ended March 31,
(In millions, except per share data)	2024		2023
Net income	$	297	$	417
Weighted average common shares outstanding	576		628
Effect of dilutive securities	—		1
Weighted average common shares, diluted	576		629
Net income per share:
Basic	$	0.52	$	0.66
Diluted	$	0.52	$	0.66
Dividends per share	$	0.11	$	0.10

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Revenues (Tables)

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

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

United States

	Three Months Ended March 31, 2024
(In millions)	Eagle Ford		Bakken		Permian		Oklahoma		Other U.S.		Total
Crude oil and condensate	$	439	$	465	$	199	$	65	$	12	$	1,180
NGLs	58		41		20		32		—		151
Natural gas	33		16		7		29		1		86
Other	1		—		—		—		4		5
Revenues from contracts with customers	$	531	$	522	$	226	$	126	$	17	$	1,422

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

International (E.G.)

	Three Months Ended March 31,
(In millions)	2024		2023
Crude oil and condensate	$	61	$	57
NGLs	1		1
Natural gas, sold as gas	2		5
Natural gas, sold as LNG	51		—
Natural gas, total	53		5
Other	1		1
Revenues from contracts with customers	$	116	$	64

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information

	Three Months Ended March 31, 2024
(In millions)	U.S.		Int’l		Not Allocated to Segments			Total
Revenues from contracts with customers	$	1,422	$	116	$	—		$	1,538
Net loss on commodity derivatives	—		—		(24)		(b)	(24)
Income from equity method investments	—		39		—			39
Other income (expense)	(4)		1		1			(2)
Less costs and expenses:
Production	201		20		—			221
Shipping, handling and other operating, including related party	149		17		3			169
Exploration	7		—		—			7
Depreciation, depletion and amortization	500		10		14			524
Taxes other than income	96		—		—			96
General and administrative	38		3		45			86
Net interest and other	—		—		69			69
Other net periodic benefit costs	—		—		(3)			(3)
Income tax provision (benefit)	93		24		(32)			85
Segment income (loss)	$	334	$	82	$	(119)		$	297
Total assets	$	18,629	$	918	$	121		$	19,668
Capital expenditures(a)	$	598	$	1	$	4		$	603

(a)Includes accruals and excludes acquisitions.

(b)Unrealized loss on commodity derivative instruments (See Note 8).

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

(a)Includes accruals and excludes acquisitions.

(b)Unrealized gain on commodity derivative instruments (See Note 8).

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

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Income Taxes (Tables)

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

For the three months ended March 31, 2024 and 2023, our effective income tax rates were as follows:

	Three Months Ended March 31,
	2024		2023
Effective income tax rate	22	%	21	%

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Derivatives (Tables)

3 Months Ended

Mar. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments in the Consolidated Balance Sheets

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

	March 31, 2024
(In millions)	Asset		Liability		Net Asset		Balance Sheet Location
Not Designated as Hedges
Commodity	$	1	$	1	$	—	Other current assets
Total Not Designated as Hedges	$	1	$	1	$	—
Cash Flow Hedges
Interest Rate	$	9	$	—	$	9	Other current assets
Interest Rate	10		—		10		Other noncurrent assets
Total Designated Hedges	$	19	$	—	$	19
Total	$	20	$	1	$	19

	December 31, 2023
(In millions)	Asset		Liability		Net Asset		Balance Sheet Location
Not Designated as Hedges
Commodity	$	24	$	—	$	24	Other current assets
Total Not Designated as Hedges	$	24	$	—	$	24
Cash Flow Hedges
Interest Rate	$	9	$	—	$	9	Other current assets
Interest Rate	9		—		9		Other noncurrent assets
Total Designated Hedges	$	18	$	—	$	18
Total	$	42	$	—	$	42

The unrealized gain (loss) and realized gain 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)	2024		2023
Unrealized gain (loss) on derivative instruments, net	$	(24)	$	2
Realized gain on derivative instruments, net(a)	$	—	$	13

(a)During the first quarter of 2024, we had no settled derivative positions. During the first quarter of 2023, net cash received for settled derivative positions was $10 million.

Schedule of Notional Amounts of Outstanding Derivative Positions

The following table sets forth outstanding derivative contracts as of March 31, 2024, and the weighted average prices for those contracts:

	2024
		Second Quarter		Third Quarter		Fourth Quarter
Crude Oil
NYMEX WTI Three-Way Collars
Volume (Bbls/day)		60,000		40,000		40,000
Weighted average price per Bbl:
Ceiling		$	97.44	$	96.12	$	96.12
Floor		$	65.83	$	65.00	$	65.00
Sold put		$	50.83	$	50.00	$	50.00

The following table sets forth outstanding derivative contracts as of April 30, 2024, with their weighted average prices, and is inclusive of activities that occurred subsequent to March 31, 2024:

	2024							2025
		Second Quarter		Third Quarter		Fourth Quarter		First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Crude Oil
NYMEX WTI Three-Way Collars
Volume (Bbls/day)		60,000		50,000		50,000		—		—		—		—
Weighted average price per Bbl:
Ceiling		$	97.44	$	95.95	$	95.95	$	—	$	—	$	—	$	—
Floor		$	65.83	$	65.00	$	65.00	$	—	$	—	$	—	$	—
Sold put		$	50.83	$	50.00	$	50.00	$	—	$	—	$	—	$	—
Natural Gas
Henry Hub Two-Way Collars
Volume (MMBtu/day)		—		—		—		100,000		100,000		100,000		100,000
Weighted average price per MMBtu:
Ceiling		$	—	$	—	$	—	$	5.77	$	5.77	$	5.77	$	5.77
Floor		$	—	$	—	$	—	$	2.50	$	2.50	$	2.50	$	2.50

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

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, 2024 and December 31, 2023 by hierarchy level:

	March 31, 2024
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Commodity(a)	$	—	$	1	$	—	$	1
Interest rate - designated as cash flow hedges	—		19		—		19
Derivative instruments, assets	$	—	$	20	$	—	$	20
Derivative instruments, liabilities
Commodity(a)	$	—	$	(1)	$	—	$	(1)
Derivative instruments, liabilities	$	—	$	(1)	$	—	$	(1)
Total	$	—	$	19	$	—	$	19

	December 31, 2023
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Commodity(a)	$	—	$	24	$	—	$	24
Interest rate - designated as cash flow hedges	—		18		—		18
Derivative instruments, assets	$	—	$	42	$	—	$	42

(a)Derivative instruments are recorded on a net basis in our consolidated balance sheet. See Note 8.

Schedule of Fair Value, by Balance Sheet Grouping

The following table summarizes financial instruments, excluding receivables, commercial paper borrowings, payables and derivative financial instruments, and their reported fair values by individual balance sheet line item at March 31, 2024 and December 31, 2023:

	March 31, 2024				December 31, 2023
(In millions)	Fair Value		Carrying Amount		Fair Value		Carrying Amount
Financial assets
Other noncurrent assets	$	9	$	29	$	9	$	27
Total financial assets	$	9	$	29	$	9	$	27
Financial liabilities
Other current liabilities	$	80	$	127	$	80	$	126
Long-term debt, including current portion(a)	4,987		5,003		4,961		4,997
Deferred credits and other liabilities	70		72		70		71
Total financial liabilities	$	5,137	$	5,202	$	5,111	$	5,194

(a)Excludes debt issuance costs.

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Property, Plant and Equipment (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

(In millions)	March 31, 2024		December 31, 2023
United States	$	17,004	$	16,905
International	243		252
Corporate	56		56
Net property, plant and equipment	$	17,303	$	17,213

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Asset Retirement Obligations (Tables)

3 Months Ended

Mar. 31, 2024

Asset Retirement Obligation Disclosure [Abstract]

Schedule of Changes in Asset Retirement Obligations

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

	March 31,
(In millions)	2024		2023
Beginning balance as of January 1	$	340	$	340
Incurred liabilities, including acquisitions	2		1
Settled liabilities, including dispositions	(2)		(9)
Accretion expense (included in depreciation, depletion and amortization)	4		4
Revisions of estimates	2		5
Ending balance as of March 31, total	$	346	$	341
Ending balance as of March 31, short-term	$	17	$	45

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Equity Method Investments (Tables)

3 Months Ended

Mar. 31, 2024

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Equity Method Investments

During the periods ended March 31, 2024 and December 31, 2023, our equity method investees were considered related parties. Our investment in our equity method investees are summarized in the following table:

(In millions)	Ownership as of March 31, 2024	March 31, 2024		December 31, 2023
EG LNG (a)	56%	$	132	$	118
Alba Plant LLC (b)	52%	176		153
AMPCO (c)	45%	164		162
Total		$	472	$	433

(a)EG LNG is engaged in LNG production activity.

(b)Alba Plant LLC processes LPG.

(c)AMPCO is engaged in methanol production activity.

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

	Three Months Ended March 31,
(In millions)	2024		2023
Income data:
Revenues and other income	$	211	$	306
Income from operations	101		159
Net income	$	84	$	134

Schedule of Operating Lease, Undiscounted Cash Flows to be Received

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

(In millions)	Operating Lease Future Cash Receipts
2024	$	5
2025	6
2026	6
2027	6
2028	6
Thereafter	35
Total undiscounted cash flows	$	64

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Incentive Based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Options and Restricted Stock Units Activity

The following table presents a summary of activity for the first three months of 2024: 

	Stock Options			Restricted Stock Units
	Number of Shares	Weighted Average Exercise Price		Number of Shares & Units	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2023	1,004,304	$	31.38	3,514,405	$	22.07
Granted	—	—		2,062,612	24.60
Exercised/Vested	—	—		(1,663,913)	19.18
Canceled	(499,545)	33.33		(45,300)	23.00
Outstanding at March 31, 2024	504,759	$	29.44	3,867,804	$	24.65

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Inventories (Tables)

3 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

(In millions)	March 31, 2024		December 31, 2023
Crude oil, NGLs and natural gas, including LNG	$	12	$	14
Supplies and other items	167		172
Inventories	$	179	$	186

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Supplemental Cash Flow Information (Tables)

3 Months Ended

Mar. 31, 2024

Supplemental Cash Flow Elements [Abstract]

Schedule of Supplemental Cash Flow Information

	Three Months Ended March 31,
(In millions)	2024		2023
Included in operating activities:
Interest paid	$	73	$	85
Income taxes paid, net of refunds	$	8	$	6
Noncash investing activities:
Increase in asset retirement costs	$	4	$	6

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Income and Dividends per Common Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share (in shares)	1	1
Net income	$ 297	$ 417
Weighted average common shares outstanding (in shares)	576	628
Effect of dilutive securities (in shares)	0	1
Weighted average common shares, diluted (in shares)	576	629
Net income per share:
Basic (in dollars per share)	$ 0.52	$ 0.66
Diluted (in dollars per share)	0.52	0.66
Dividends per share (in dollars per share)	$ 0.11	$ 0.10

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Revenues - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Receivables from contract with customer	$ 972	$ 886

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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, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	$ 1,538	$ 1,567
United States
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	1,422	1,503
United States | Eagle Ford
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	531	624
United States | Bakken
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	522	503
United States | Permian
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	226	203
United States | Oklahoma
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	126	153
United States | Other U.S.
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	17	20
United States | Crude oil and condensate
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	1,180	1,185
United States | Crude oil and condensate | Eagle Ford
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	439	495
United States | Crude oil and condensate | Bakken
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	465	431
United States | Crude oil and condensate | Permian
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	199	170
United States | Crude oil and condensate | Oklahoma
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	65	78
United States | Crude oil and condensate | Other U.S.
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	12	11
United States | NGLs
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	151	169
United States | NGLs | Eagle Ford
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	58	71
United States | NGLs | Bakken
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	41	37
United States | NGLs | Permian
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	20	22
United States | NGLs | Oklahoma
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	32	39
United States | NGLs | Other U.S.
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	0	0
United States | Natural gas
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	86	139
United States | Natural gas | Eagle Ford
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	33	56
United States | Natural gas | Bakken
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	16	35
United States | Natural gas | Permian
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	7	11
United States | Natural gas | Oklahoma
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	29	36
United States | Natural gas | Other U.S.
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	1	1
United States | Other
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	5	10
United States | Other | Eagle Ford
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	1	2
United States | Other | Bakken
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	0	0
United States | Other | Permian
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	0	0
United States | Other | Oklahoma
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	0	0
United States | Other | Other U.S.
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	4	8
International | International, Equatorial Guinea (E.G.)
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	116	64
International | Crude oil and condensate | International, Equatorial Guinea (E.G.)
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	61	57
International | NGLs | International, Equatorial Guinea (E.G.)
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	1	1
International | Natural gas | International, Equatorial Guinea (E.G.)
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	53	5
International | Natural gas, sold as gas | International, Equatorial Guinea (E.G.)
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	2	5
International | Natural gas, sold as LNG | International, Equatorial Guinea (E.G.)
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	51	0
International | Other | International, Equatorial Guinea (E.G.)
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	$ 1	$ 1

XML

Segment Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2024 USD ($) segment	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)
Segment Reporting [Abstract]
Number of reportable segments | segment	2
Number of operating segments | segment	2
Segment Reporting Information [Line Items]
Revenues from contracts with customers	$ 1,538	$ 1,567
Net (loss) gain on commodity derivatives	(24)	15
Income from equity method investments	39	80
Net gain on disposal of assets	0	5
Other income (expense)	(2)	13
Less costs and expenses:
Production	221	201
Shipping, handling and other operating, including related party	169	162
Exploration	7	15
Depreciation, depletion and amortization	524	520
Taxes other than income	96	95
General and administrative	86	82
Net interest and other	69	82
Other net periodic benefit costs	(3)	(3)
Income tax provision (benefit)	85	109
Net income	297	417
Total assets	19,668	20,012	$ 19,575
Capital expenditures	603	601
Permian Basin
Less costs and expenses:
Dry well cost		10
U.S.
Segment Reporting Information [Line Items]
Revenues from contracts with customers	1,422	1,503
Operating Segments | U.S.
Segment Reporting Information [Line Items]
Revenues from contracts with customers	1,422	1,503
Net (loss) gain on commodity derivatives	0	13
Income from equity method investments	0	0
Net gain on disposal of assets		0
Other income (expense)	(4)	11
Less costs and expenses:
Production	201	178
Shipping, handling and other operating, including related party	149	159
Exploration	7	5
Depreciation, depletion and amortization	500	505
Taxes other than income	96	97
General and administrative	38	35
Net interest and other	0	0
Other net periodic benefit costs	0	0
Income tax provision (benefit)	93	123
Net income	334	425
Total assets	18,629	18,696
Capital expenditures	598	597
Operating Segments | Int’l
Segment Reporting Information [Line Items]
Revenues from contracts with customers	116	64
Net (loss) gain on commodity derivatives	0	0
Income from equity method investments	39	80
Net gain on disposal of assets		0
Other income (expense)	1	1
Less costs and expenses:
Production	20	23
Shipping, handling and other operating, including related party	17	3
Exploration	0	0
Depreciation, depletion and amortization	10	12
Taxes other than income	0	0
General and administrative	3	3
Net interest and other	0	0
Other net periodic benefit costs	0	0
Income tax provision (benefit)	24	15
Net income	82	89
Total assets	918	1,148
Capital expenditures	1	2
Not Allocated to Segments
Segment Reporting Information [Line Items]
Revenues from contracts with customers	0	0
Net (loss) gain on commodity derivatives	(24)	2
Income from equity method investments	0	0
Net gain on disposal of assets		5
Other income (expense)	1	1
Less costs and expenses:
Production	0	0
Shipping, handling and other operating, including related party	3	0
Exploration	0	10
Depreciation, depletion and amortization	14	3
Taxes other than income	0	(2)
General and administrative	45	44
Net interest and other	69	82
Other net periodic benefit costs	(3)	(3)
Income tax provision (benefit)	(32)	(29)
Net income	(119)	(97)
Total assets	121	168
Capital expenditures	$ 4	$ 2

XML

Income Taxes (Details)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Effective income tax rate	22.00%	21.00%

XML

Debt - Term Loan Facility (Details) - Term Loan Facility - Line of Credit - USD ($) $ in Millions		1 Months Ended	3 Months Ended
	Mar. 28, 2024	Nov. 30, 2022	Dec. 31, 2023
Debt Instrument [Line Items]
Debt term		2 years
Maximum borrowing capacity		$ 1,500
Repayments of line of credit	$ 1,200		$ 300

XML

Debt - Revolving Credit Facility (Details) - Revolving Credit Facility $ in Millions	Mar. 31, 2024 USD ($)
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 2,600
Optional limit increase	$ 939
Covenant, ratio of indebtedness to net capital, maximum	0.65
Ratio of indebtedness to net capital	0.25

XML

Debt - Commercial Paper Program (Details)	3 Months Ended
	Mar. 31, 2024 USD ($)
Commercial Paper
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 2,500,000,000
Debt term	365 days
Line of credit, outstanding amount	$ 450,000,000
Weighted average interest rate	5.90%
Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 2,600,000,000

XML

Debt - Debt Issuance (Details) - USD ($) $ in Millions		3 Months Ended
	Mar. 28, 2024	Dec. 31, 2023
Senior Notes
Debt Instrument [Line Items]
Aggregate principal amount	$ 1,200
Net proceeds received	1,200
Debt issuance costs	12
2029 Notes | Senior Notes
Debt Instrument [Line Items]
Aggregate principal amount	$ 600
Interest rate	5.30%
2034 Notes | Senior Notes
Debt Instrument [Line Items]
Aggregate principal amount	$ 600
Interest rate	5.70%
Term Loan Facility | Line of Credit
Debt Instrument [Line Items]
Repayments of line of credit	$ 1,200	$ 300

XML

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

XML

Debt - Long-Term Debt (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Long-term debt	$ 5,000
Long-term debt due within one year	400	$ 1,600
2.10% bonds due 2037 | Bonds
Debt Instrument [Line Items]
Long-term debt due within one year	$ 200
Interest rate	2.10%
2.125% bonds due 2037 | Bonds
Debt Instrument [Line Items]
Long-term debt due within one year	$ 200
Interest rate	2.125%

XML

Derivatives - Balance Sheet Components (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Derivatives, Fair Value [Line Items]
Asset	$ 20	$ 42
Liability	1	0
Net Asset	19	42
Not Designated as Hedges
Derivatives, Fair Value [Line Items]
Asset	1	24
Liability	1	0
Net Asset	0	24
Not Designated as Hedges | Other current assets | Commodity
Derivatives, Fair Value [Line Items]
Asset	1	24
Liability	1	0
Net Asset	0	24
Cash Flow Hedges
Derivatives, Fair Value [Line Items]
Asset	19	18
Liability	0	0
Net Asset	19	18
Cash Flow Hedges | Other current assets | Interest Rate
Derivatives, Fair Value [Line Items]
Asset	9	9
Liability	0	0
Net Asset	9	9
Cash Flow Hedges | Other noncurrent assets | Interest Rate
Derivatives, Fair Value [Line Items]
Asset	10	9
Liability	0	0
Net Asset	$ 10	$ 9

XML

Derivatives - Outstanding Derivative Contracts (Details) - Not Designated as Hedges	Apr. 30, 2024 MMBTU bbl / h $ / bbl $ / MMBTU	Mar. 31, 2024 bbl / h $ / bbl
Three-Way Collars - Crude Oil 2024, Second Quarter
Derivative [Line Items]
Derivative, volume | bbl / h		60,000
Derivative, ceiling		97.44
Derivative, floor		65.83
Derivative, sold put		50.83
Three-Way Collars - Crude Oil 2024, Second Quarter | Subsequent Event
Derivative [Line Items]
Derivative, volume | bbl / h	60,000
Derivative, ceiling	97.44
Derivative, floor	65.83
Derivative, sold put	50.83
Three-Way Collars - Crude Oil 2024, Third Quarter
Derivative [Line Items]
Derivative, volume | bbl / h		40,000
Derivative, ceiling		96.12
Derivative, floor		65.00
Derivative, sold put		50.00
Three-Way Collars - Crude Oil 2024, Third Quarter | Subsequent Event
Derivative [Line Items]
Derivative, volume | bbl / h	50,000
Derivative, ceiling	95.95
Derivative, floor	65.00
Derivative, sold put	50.00
Three-Way Collars - Crude Oil 2024, Fourth Quarter
Derivative [Line Items]
Derivative, volume | bbl / h		40,000
Derivative, ceiling		96.12
Derivative, floor		65.00
Derivative, sold put		50.00
Three-Way Collars - Crude Oil 2024, Fourth Quarter | Subsequent Event
Derivative [Line Items]
Derivative, volume | bbl / h	50,000
Derivative, ceiling	95.95
Derivative, floor	65.00
Derivative, sold put	50.00
Three-Way Collars - Crude Oil 2025, First Quarter | Subsequent Event
Derivative [Line Items]
Derivative, volume | bbl / h	0
Derivative, ceiling	0
Derivative, floor	0
Derivative, sold put	0
Three-Way Collars - Crude Oil 2025, Second Quarter | Subsequent Event
Derivative [Line Items]
Derivative, volume | bbl / h	0
Derivative, ceiling	0
Derivative, floor	0
Derivative, sold put	0
Three-Way Collars - Crude Oil 2025, Third Quarter | Subsequent Event
Derivative [Line Items]
Derivative, volume | bbl / h	0
Derivative, ceiling	0
Derivative, floor	0
Derivative, sold put	0
Three-Way Collars - Crude Oil 2025, Fourth Quarter | Subsequent Event
Derivative [Line Items]
Derivative, volume | bbl / h	0
Derivative, ceiling	0
Derivative, floor	0
Derivative, sold put	0
Two-Way Collars - Natural Gas 2024, Second Quarter | Subsequent Event
Derivative [Line Items]
Derivative, volume | MMBTU	0
Derivative, ceiling | $ / MMBTU	0
Derivative, floor | $ / MMBTU	0
Two-Way Collars - Natural Gas 2024, Third Quarter | Subsequent Event
Derivative [Line Items]
Derivative, volume | MMBTU	0
Derivative, ceiling | $ / MMBTU	0
Derivative, floor | $ / MMBTU	0
Two-Way Collars - Natural Gas 2024, Fourth Quarter | Subsequent Event
Derivative [Line Items]
Derivative, volume | MMBTU	0
Derivative, ceiling | $ / MMBTU	0
Derivative, floor | $ / MMBTU	0
Two-Way Collars - Natural Gas 2025, First Quarter | Subsequent Event
Derivative [Line Items]
Derivative, volume | MMBTU	100,000
Derivative, ceiling | $ / MMBTU	5.77
Derivative, floor | $ / MMBTU	2.50
Two-Way Collars - Natural Gas 2025, Second Quarter | Subsequent Event
Derivative [Line Items]
Derivative, volume | MMBTU	100,000
Derivative, ceiling | $ / MMBTU	5.77
Derivative, floor | $ / MMBTU	2.50
Two-Way Collars - Natural Gas 2025, Third Quarter | Subsequent Event
Derivative [Line Items]
Derivative, volume | MMBTU	100,000
Derivative, ceiling | $ / MMBTU	5.77
Derivative, floor | $ / MMBTU	2.50
Two-Way Collars - Natural Gas 2025, Fourth Quarter | Subsequent Event
Derivative [Line Items]
Derivative, volume | MMBTU	100,000
Derivative, ceiling | $ / MMBTU	5.77
Derivative, floor | $ / MMBTU	2.50

XML

Derivatives - Schedule of Mark-to-market Impact and Commodity Derivative Settlements (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Derivative Instruments, Gain (Loss) [Line Items]
Cash received (paid) for settled derivative positions, net		$ 10
Commodity
Derivative Instruments, Gain (Loss) [Line Items]
Unrealized gain (loss) on derivative instruments, net	$ (24)	2
Realized gain on derivative instruments, net	$ 0	$ 13

XML

Derivatives - Narrative (Details) - Interest Rate Contract, Maturing September 9, 2026 - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Derivative Instruments, Gain (Loss) [Line Items]
Proceeds from hedge settlement	$ 3
Amount expected to be reclassified within 12 months	10
Designated as Hedging Instrument
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, notional amount	$ 295	$ 295
Weighted average interest rate, SOFR	1.43%	1.43%

XML

Fair Value Measurements - Fair Value Recurring (Details) - Recurring - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	$ 20	$ 42
Derivative instruments, liabilities	(1)
Total	19
Commodity | Not Designated as Hedges
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	1	24
Derivative instruments, liabilities	(1)
Interest rate - designated as cash flow hedges | Designated as Hedging Instrument
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	19	18
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	0	0
Derivative instruments, liabilities	0
Total	0
Level 1 | Commodity | Not Designated as Hedges
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	0	0
Derivative instruments, liabilities	0
Level 1 | Interest rate - designated as cash flow hedges | Designated as Hedging Instrument
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	0	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	20	42
Derivative instruments, liabilities	(1)
Total	19
Level 2 | Commodity | Not Designated as Hedges
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	1	24
Derivative instruments, liabilities	(1)
Level 2 | Interest rate - designated as cash flow hedges | Designated as Hedging Instrument
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	19	18
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	0	0
Derivative instruments, liabilities	0
Total	0
Level 3 | Commodity | Not Designated as Hedges
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	0	0
Derivative instruments, liabilities	0
Level 3 | Interest rate - designated as cash flow hedges | Designated as Hedging Instrument
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	$ 0	$ 0

XML

Fair Value Measurements - Fair Value Financial Instruments (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Fair Value
Financial assets
Other noncurrent assets	$ 9	$ 9
Total financial assets	9	9
Financial liabilities
Other current liabilities	80	80
Long-term debt, including current portion	4,987	4,961
Deferred credits and other liabilities	70	70
Total financial liabilities	5,137	5,111
Carrying Amount
Financial assets
Other noncurrent assets	29	27
Total financial assets	29	27
Financial liabilities
Other current liabilities	127	126
Long-term debt, including current portion	5,003	4,997
Deferred credits and other liabilities	72	71
Total financial liabilities	$ 5,202	$ 5,194

XML

Property, Plant and Equipment - Property, Plant and Equipment (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net	$ 17,303	$ 17,213
Operating Segments | United States
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net	17,004	16,905
Operating Segments | International
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net	243	252
Corporate
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net	$ 56	$ 56

XML

Property, Plant and Equipment - Narrative (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Exploratory well costs capitalized greater than one year after completion of drilling	$ 0	$ 0

XML

Asset Retirement Obligations (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Beginning balance as of January 1	$ 340	$ 340
Incurred liabilities, including acquisitions	2	1
Settled liabilities, including dispositions	(2)	(9)
Accretion expense (included in depreciation, depletion and amortization)	4	4
Revisions of estimates	2	5
Ending balance as of March 31, total	346	341
Asset retirement obligation, current	$ 17	$ 45

XML

Equity Method Investments - Schedule of Equity Method Investments (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Schedule of Equity Method Investments [Line Items]
Equity method investments	$ 472	$ 433
EG LNG
Schedule of Equity Method Investments [Line Items]
Ownership percentage	56.00%
Equity method investments	$ 132	118
Alba Plant LLC
Schedule of Equity Method Investments [Line Items]
Ownership percentage	52.00%
Equity method investments	$ 176	153
AMPCO
Schedule of Equity Method Investments [Line Items]
Ownership percentage	45.00%
Equity method investments	$ 164	$ 162

XML

Equity Method Investments - Schedule Financial Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Equity Method Investments [Line Items]
Revenues and other income	$ 1,551	$ 1,680
Income from operations	448	605
Net income	297	417
Equity Method Investment, Nonconsolidated Investee or Group of Investees
Schedule of Equity Method Investments [Line Items]
Revenues and other income	211	306
Income from operations	101	159
Net income	$ 84	$ 134

XML

Equity Method Investments - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Schedule of Equity Method Investments [Line Items]
Revenues and other income	$ 1,551	$ 1,680
Receivables, net	1,276		$ 1,152
Accounts payable	1,514		1,364
Annual payments to be received	6
Related Party
Schedule of Equity Method Investments [Line Items]
Revenues and other income	2	$ 6
Receivables, net	23		24
Accounts payable	$ 24		$ 6

XML

Equity Method Investments - Schedule of Operating Lease, Undiscounted Cash Flows to be Received (Details) $ in Millions	Mar. 31, 2024 USD ($)
Equity Method Investments and Joint Ventures [Abstract]
2024	$ 5
2025	6
2026	6
2027	6
2028	6
Thereafter	35
Total undiscounted cash flows	$ 64

XML

Stockholders' Equity (Details) - USD ($) shares in Millions, $ in Millions	1 Months Ended	3 Months Ended
	May 01, 2024	Mar. 31, 2024	Mar. 31, 2023
Equity, Class of Treasury Stock [Line Items]
Payments for repurchase of common stock		$ 285	$ 334
Stock repurchase program, remaining authorized repurchase amount		$ 2,000
Share Repurchase Program | Subsequent Event
Equity, Class of Treasury Stock [Line Items]
Payments for repurchase of common stock	$ 110
Treasury Stock
Equity, Class of Treasury Stock [Line Items]
Shares repurchased (in shares)		11
Payments for repurchase of common stock		$ 285

XML

Incentive Based Compensation - Stock Options and Restricted Stock Units Activity (Details)	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Number of Shares
Outstanding, beginning (in shares) | shares	1,004,304
Granted (in shares) | shares	0
Exercised/Vested (in shares) | shares	0
Canceled (in shares) | shares	(499,545)
Outstanding, ending (in shares) | shares	504,759
Weighted Average Exercise Price
Outstanding, beginning (in dollars per share) | $ / shares	$ 31.38
Granted (in dollars per share) | $ / shares	0
Exercised/Vested (in dollars per share) | $ / shares	0
Canceled (in dollars per share) | $ / shares	33.33
Outstanding, ending (in dollars per share) | $ / shares	$ 29.44
Restricted Stock Units
Number of Shares & Units
Outstanding, beginning (in shares) | shares	3,514,405
Granted (in shares) | shares	2,062,612
Exercised/Vested (in shares) | shares	(1,663,913)
Canceled (in shares) | shares	(45,300)
Outstanding, ending (in shares) | shares	3,867,804
Weighted Average Grant Date Fair Value
Outstanding, beginning (in dollars per share) | $ / shares	$ 22.07
Granted (in dollars per share) | $ / shares	24.60
Exercised/Vested (in dollars per share) | $ / shares	19.18
Canceled (in dollars per share) | $ / shares	23.00
Outstanding, ending (in dollars per share) | $ / shares	$ 24.65

XML

Incentive Based Compensation - Narrative (Details)	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Performance Unit - Share Settlement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	248,572
Grant date fair value (in dollars per share) | $ / shares	$ 28.21
Outstanding units (in shares)	638,079
Performance Unit - Cash Settlement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	248,572
Outstanding units (in shares)	471,036
Unit conversion ratio (in shares)	1
Fair value as of period end (in dollars per share) | $ / shares	$ 28.45

XML

Inventories (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Crude oil, NGLs and natural gas, including LNG	$ 12	$ 14
Supplies and other items	167	172
Inventories	$ 179	$ 186

XML

Supplemental Cash Flow Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Included in operating activities:
Interest paid	$ 73	$ 85
Income taxes paid, net of refunds	8	6
Noncash investing activities:
Increase in asset retirement costs	4	6
Capital expenditures incurred but not yet paid	$ 203	$ 180

XML

Commitments and Contingencies (Details)	3 Months Ended
	Jun. 30, 2020 USD ($) guarantee	Mar. 31, 2024 USD ($) tribe
Loss Contingencies [Line Items]
Number of affiliated tribes | tribe		3
Contingent royalty liability		$ 123,000,000
Contingent capital and expense receivable, noncurrent		27,000,000
Expected penalty or fine (in excess of)		300,000
Number of guarantees executed | guarantee	2
Guarantor obligations, current carrying value		4,000,000
Performance of Equatorial Guinea LNG Operations, S.A.
Loss Contingencies [Line Items]
Guarantor obligations, maximum exposure	$ 91,000,000
Performance of Alba Plant LLC.
Loss Contingencies [Line Items]
Guarantor obligations, maximum exposure	$ 25,000,000
Accounts Payable
Loss Contingencies [Line Items]
Contingent royalty liability		105,000,000
Other current liabilities
Loss Contingencies [Line Items]
Contingent royalty liability		$ 18,000,000