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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 EndedJune 30, 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
mro_logob24.jpg
Marathon Oil Corporation
(Exact name of registrant as specified in its charter)
Delaware25-0996816
(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 SymbolName of each exchange on which registered
Common Stock, par value $1.00 MRONew 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 filerþAccelerated 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 559,383,423 shares of Marathon Oil Corporation common stock outstanding as of July 31, 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
 
 
 
 
 
 
 

1

Part I – FINANCIAL INFORMATION
Item 1. Financial Statements

MARATHON OIL CORPORATION
Consolidated Statements of Income (Unaudited)
Three Months EndedSix Months Ended
June 30,June 30,
(In millions, except per share data)2024202320242023
Revenues and other income:    
Revenues from contracts with customers$1,666 $1,484 $3,204 $3,051 
Net gain (loss) on commodity derivatives1 3 (23)18 
Income from equity method investments26 22 65 102 
Net gain on disposal of assets10  10 5 
Other income4 4 2 17 
Total revenues and other income1,707 1,513 3,258 3,193 
Costs and expenses:   
Production216 214 437 415 
Shipping, handling and other operating, including related party of $12, $0, $27 and $0
175 161 344 323 
Exploration 14 11 21 26 
Depreciation, depletion and amortization577 559 1,101 1,079 
Taxes other than income103 43 199 138 
General and administrative 99 71 185 153 
Total costs and expenses1,184 1,059 2,287 2,134 
Income from operations523 454 971 1,059 
Net interest and other(80)(92)(149)(174)
Other net periodic benefit credits2 3 5 6 
Income before income taxes445 365 827 891 
Provision for income taxes96 78 181 187 
Net income$349 $287 $646 $704 
Net income per share:    
Basic$0.62 $0.47 $1.13 $1.13 
Diluted$0.62 $0.47 $1.13 $1.13 
Weighted average common shares outstanding:    
Basic566 614 573 622 
Diluted567 615 574 623 
 The accompanying notes are an integral part of these consolidated financial statements.
2

MARATHON OIL CORPORATION
Consolidated Statements of Comprehensive Income (Unaudited)
Three Months EndedSix Months Ended
June 30,June 30,
(In millions)2024202320242023
Net income$349 $287 $646 $704 
Other comprehensive loss, net of tax   
Postretirement and postemployment plans(2)(8)(6)(13)
Change in derivative hedges unrecognized gain (loss)(1)3 1 1 
Other comprehensive loss(3)(5)(5)(12)
Comprehensive income$346 $282 $641 $692 
 The accompanying notes are an integral part of these consolidated financial statements.

3

MARATHON OIL CORPORATION
Consolidated Balance Sheets (Unaudited)
June 30,December 31,
(In millions, except par value and share amounts)20242023
Assets  
Current assets:  
Cash and cash equivalents$77 $155 
Receivables, net1,340 1,152 
Inventories161 186 
Other current assets41 76 
Total current assets1,619 1,569 
Equity method investments421 433 
Property, plant and equipment, net of accumulated depreciation, depletion and amortization of $26,982 and $25,914
17,387 17,213 
Other noncurrent assets313 360 
Total assets$19,740 $19,575 
Liabilities  
Current liabilities:  
Accounts payable$1,564 $1,364 
Commercial paper325 450 
Payroll and benefits payable71 70 
Accrued taxes151 126 
Other current liabilities319 312 
Long-term debt due within one year400 1,600 
Total current liabilities2,830 3,922 
Long-term debt4,572 3,378 
Deferred tax liabilities477 419 
Defined benefit postretirement plan obligations94 93 
Asset retirement obligations336 326 
Deferred credits and other liabilities225 232 
Total liabilities8,534 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 June 30, 2024 and December 31, 2023)
937 937 
Held in treasury, at cost – 378 million shares and 360 million shares
(9,434)(8,952)
Additional paid-in capital7,141 7,172 
Retained earnings12,485 11,966 
Accumulated other comprehensive income77 82 
Total stockholders’ equity11,206 11,205 
Total liabilities and stockholders’ equity$19,740 $19,575 
 The accompanying notes are an integral part of these consolidated financial statements.
4

MARATHON OIL CORPORATION
Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended
June 30,
(In millions)20242023
Increase (decrease) in cash and cash equivalents  
Operating activities:  
Net income$646 $704 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation, depletion and amortization1,101 1,079 
Exploratory dry well costs and unproved property impairments18 24 
Net gain on disposal of assets(10)(5)
Deferred income taxes59 155 
Unrealized loss on derivative instruments, net23 2 
Pension and other post retirement benefits, net(7)(11)
Stock-based compensation24 21 
Equity method investments, net10 113 
Changes in: 
Current receivables(185)(158)
Inventories24 (11)
Current accounts payable and accrued liabilities107 37 
Other current assets and liabilities 10 10 
All other operating, net25 (19)
Net cash provided by operating activities1,845 1,941 
Investing activities:  
Capital expenditures(1,268)(1,224)
Change in capital accrual136 58 
Acquisitions, net of cash acquired(4)9 
Disposal of assets, net of cash transferred to the buyer11 (1)
Equity method investments - return of capital2 34 
All other investing, net (1)
Net cash used in investing activities(1,123)(1,125)
Financing activities:  
Borrowings1,200 200 
Debt repayments(1,200)(270)
Proceeds from revolving credit facility50 980 
Repayments of revolving credit facility(50)(980)
Repayments of commercial paper borrowings, net(125) 
Shares repurchased under buyback programs(516)(706)
Dividends paid(127)(125)
Withholding tax on stock-based incentive awards(18)(30)
All other financing, net(14)(4)
Net cash used in financing activities(800)(935)
Net decrease in cash and cash equivalents(78)(119)
Cash and cash equivalents at beginning of period 155 334 
Cash and cash equivalents at end of period$77 $215 
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
Six Months Ended June 30, 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 
Shares repurchased under buyback programs— — (372)— — — (372)
Excise tax on shares repurchased— — (3)— — — (3)
Stock-based compensation— — 1 10 — — 11 
Net income— — — — 287 — 287 
Other comprehensive loss— — — — — (5)(5)
Dividends paid (per share amount of $0.10)
— — — — (62)— (62)
June 30, 2023 Balance$ $937 $(8,188)$7,159 $11,242 $94 $11,244 
Six Months Ended June 30, 2024
December 31, 2023 Balance$ $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 
Shares repurchased under buyback programs— — (231)— — — (231)
Excise tax on shares repurchased— — (3)— — — (3)
Stock-based compensation— — 1 12 — — 13 
Net income— — — — 349 — 349 
Other comprehensive loss— — — — — (3)(3)
Dividends paid (per share amount of $0.11)
— — — — (63)— (63)
June 30, 2024 Balance$ $937 $(9,434)$7,141 $12,485 $77 $11,206 
The accompanying notes are an integral part of these consolidated financial statements.
6

MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements (Unaudited)


1.    Organization and Basis of Presentation
We are an independent oil and gas exploration and production company with a focus 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.
Proposed Merger with ConocoPhillips
On May 28, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with ConocoPhillips, a Delaware corporation (“ConocoPhillips”), and Puma Merger Sub Corp., a wholly owned subsidiary of ConocoPhillips (“Merger Sub”). The Merger Agreement provides that, among other things and subject to the terms and conditions of the Merger Agreement, Merger Sub be merged with and into Marathon Oil (the “Merger”), with Marathon Oil surviving and continuing as the surviving corporation in the Merger as a direct, wholly owned subsidiary of ConocoPhillips. Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each of our outstanding shares of common stock (other than certain Excluded Shares and Converted Shares, each as defined in the Merger Agreement) will be converted to the right to receive 0.2550 (the “Exchange Ratio”) shares of ConocoPhillips common stock (the “Merger Consideration”). The Merger Agreement also contains certain customary termination rights of each of Marathon Oil and ConocoPhillips, and under certain circumstances, a termination fee would be payable by us. The Merger is expected to close late in the fourth quarter of 2024, subject to shareholder and regulatory approvals and other customary closing conditions; however, no assurance can be given as to when, or if, the Merger will occur. See Item 1A. Risk Factors for a discussion of the risks related to the Merger and Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations for additional details relating to the Merger.
In association with the Merger, we have incurred $10 million of transaction costs recorded as general and administrative expense in the consolidated statements of income for the three and six months ended June 30, 2024, and expect to incur additional costs as the Merger progresses. Transaction costs consist primarily of third party legal and banking fees.
The above description of the Merger Agreement and the transactions contemplated thereby, including certain referenced terms, is a summary of certain principal terms and conditions contained in the Merger Agreement.
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 second quarter and first six months 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 during the first six months of 2024 that had a material impact on our consolidated financial statements.
Accounting Standards Updates Not Yet Adopted
In November 2023, the FASB issued a new accounting standards update to improve the disclosures around a public entity’s reportable segments. The standard requires disclosure of significant segment expenses included within each reported measure of segment profit or loss. This standard is effective for annual reporting periods beginning after December 15, 2023, and interim reporting periods within annual reporting periods beginning after December 15, 2024, with early adoption permitted. The standard is effective for us in the 2024 annual reporting period and will be applied retrospectively to all prior periods presented in the financial statements. This standard only modifies disclosure requirements; as such, there will be no impact on our consolidated results of operations, financial position or cash flows.
7


MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements (Unaudited)


In December 2023, the FASB issued a new accounting standards update to improve income tax disclosures primarily related to the rate reconciliation and income taxes paid. The standard requires consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid by jurisdiction. The standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. This standard is effective for us in the 2025 annual reporting period and will be applied retrospectively to all prior periods presented in the financial statements. The standard only modifies disclosure requirements; as such, there will be no impact on our consolidated results of operations, financial position or cash flows.
There were no other 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 an immaterial number of antidilutive stock options for the three months ended June 30, 2024 and exclude 1 million of antidilutive stock options for the six months ended June 30, 2024. In addition, the per share calculations below exclude 1 million of antidilutive stock options for the three months and six months ended June 30, 2023:
Three Months Ended June 30,Six Months Ended June 30,
(In millions, except per share data)2024202320242023
Net income$349 $287 $646 $704 
Weighted average common shares outstanding566 614 573 622 
Effect of dilutive securities1 1 1 1 
Weighted average common shares, diluted567 615 574 623 
Net income per share:
Basic $0.62 $0.47 $1.13 $1.13 
Diluted$0.62 $0.47 $1.13 $1.13 
Dividends per share$0.11 $0.10 $0.22 $0.20 

Under the Merger Agreement, we are subject to restrictions that prevent us from increasing our quarterly dividend in excess of $0.11 per share.
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 June 30, 2024 and December 31, 2023, receivables from contracts with customers, included in receivables, net, were $1.0 billion and $886 million, respectively.










8


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 and six months ended June 30:
United States
Three Months Ended June 30, 2024
(In millions)Eagle FordBakkenPermianOklahomaOther U.S.Total
Crude oil and condensate$582 $482 $191 $49 $12 $1,316 
NGLs67 45 21 30  163 
Natural gas31 11 2 21  65 
Other2    5 7 
Revenues from contracts with customers$682 $538 $214 $100 $17 $1,551 
Three Months Ended June 30, 2023
(In millions)Eagle FordBakkenPermianOklahomaOther U.S.Total
Crude oil and condensate$524 $456 $141 $63 $11 $1,195 
NGLs64 41 18 33  156 
Natural gas 37 14 7 28  86 
Other1    2 3 
Revenues from contracts with customers$626 $511 $166 $124 $13 $1,440 
Six Months Ended June 30, 2024
(In millions)Eagle FordBakkenPermianOklahomaOther U.S.Total
Crude oil and condensate$1,021 $947 $390 $114 $24 $2,496 
NGLs125 86 41 62  314 
Natural gas64 27 9 50 1 151 
Other3    9 12 
Revenues from contracts with customers$1,213 $1,060 $440 $226 $34 $2,973 

Six Months Ended June 30, 2023
(In millions)Eagle FordBakkenPermianOklahomaOther U.S.Total
Crude oil and condensate$1,019 $887 $311 $141 $22 $2,380 
NGLs135 78 40 72  325 
Natural gas93 49 18 64 1 225 
Other3    10 13 
Revenues from contracts with customers$1,250 $1,014 $369 $277 $33 $2,943 

9


MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements (Unaudited)


International (E.G.)
Three Months Ended June 30,Six Months Ended June 30,
(In millions)2024202320242023
Crude oil and condensate$28 $39 $89 $96 
NGLs  1 1 
Natural gas, sold as gas2 4 4 9 
Natural gas, sold as LNG84  135  
Natural gas, total86 4 139 9 
Other1 1 2 2 
Revenues from contracts with customers$115 $44 $231 $108 
5.    Segment Information
We have two reportable operating segments. Both of these segments are organized and managed based upon geographic location and the nature of the products and services offered.
United States (“U.S.”) – explores for, produces and markets crude oil and condensate, NGLs and natural gas in the United States; and
International (“Int’l”) – explores for, produces and markets crude oil and condensate, NGLs and natural gas outside of the United States as well as produces and markets products manufactured from natural gas, such as LNG and methanol, in Equatorial Guinea (“E.G.”)
Segment income represents income that excludes certain items not allocated to our operating segments, net of income taxes. A portion of our corporate and operations general and administrative support costs are not allocated to the operating segments. These unallocated costs primarily consist of employment costs (including pension effects), professional services, facilities and other costs associated with corporate and operations support activities. Additionally, items which affect comparability such as: gains or losses on dispositions, impairments of proved and certain unproved properties, dry wells, changes in our valuation allowance, unrealized gains or losses on commodity and interest rate derivative instruments, effects of pension settlements and curtailments, expensed transaction costs for business combinations or other items (as determined by the chief operating decision maker (“CODM”)) are not allocated to operating segments.
10


MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements (Unaudited)


 Three Months Ended June 30, 2024
(In millions)U.S.Int’l Not Allocated to SegmentsTotal
Revenues from contracts with customers$1,551 $115 $ $1,666 
Net gain on commodity derivatives  1 
(b)
1 
Income from equity method investments 26  26 
Net gain on disposal of assets  10 
(c)
10 
Other income1 2 1 4 
Less costs and expenses:
Production198 18  216 
Shipping, handling and other operating, including related party155 13 7 

175 
Exploration10  4 14 
Depreciation, depletion and amortization562 10 5 577 
Taxes other than income103   103 
General and administrative41 4 54 
(d)
99 
Net interest and other  80 80 
Other net periodic benefit credits  (2)

(2)
Income tax provision (benefit)104 19 (27)96 
Segment income (loss)$379 $79 $(109)$349 
Total assets$18,766 $849 $125 $19,740 
Capital expenditures(a)
$660 $3 $2 $665 
(a)Includes accruals and excludes acquisitions.
(b)Unrealized gain on commodity derivative instruments (See Note 8).
(c)Pertains to a gain from the sale of a legacy royalty interest in the state of California.
(d)Includes $10 million of transaction costs associated with the Merger with ConocoPhillips (See Note 1).

11


MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements (Unaudited)


 Three Months Ended June 30, 2023
(In millions)U.S.Int’l Not Allocated to SegmentsTotal
Revenues from contracts with customers$1,440 $44 $ $1,484 
Net gain (loss) on commodity derivatives7  (4)
(c)
3 
Income from equity method investments 22  22 
Other income1 3  4 
Less costs and expenses:
Production191 23  214 
Shipping, handling and other operating, including related party161   161 
Exploration6  5 11 
Depreciation, depletion and amortization547 10 2 559 
Taxes other than income43 
(b)
  43 
General and administrative31 3 37 

71 
Net interest and other  92 92 
Other net periodic benefit credits  (3)(3)
Income tax provision (benefit)104 3 (29)78 
Segment income (loss)$365 $30 $(108)$287 
Total assets$18,761 $1,006 $152 $19,919 
Capital expenditures(a)
$620 $ $3 $623 
(a)Includes accruals and excludes acquisitions.
(b)Includes a nonrecurring Eagle Ford severance tax refund of $47 million related to prior years.
(c)Unrealized loss on commodity derivative instruments (See Note 8).











12


MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements (Unaudited)


 Six Months Ended June 30, 2024
(In millions)U.S.Int’l Not Allocated to SegmentsTotal
Revenues from contracts with customers$2,973 $231 $ $3,204 
Net loss on commodity derivatives  (23)
(b)
(23)
Income from equity method investments 65  65 
Net gain on disposal of assets  10 
(c)
10 
Other income (expense)(3)3 2 2 
Less costs and expenses:
Production399 38  437 
Shipping, handling and other operating, including related party304 30 10 344 
Exploration17  4 21 
Depreciation, depletion and amortization1,062 20 19 1,101 
Taxes other than income199   199 
General and administrative79 7 99 
(d)
185 
Net interest and other  149 

149 
Other net periodic benefit credits  (5)(5)
Income tax provision (benefit)197 43 (59)

181 
Segment income (loss)$713 $161 $(228)$646 
Total assets$18,766 $849 $125 $19,740 
Capital expenditures(a)
$1,258 $4 $6 $1,268 
(a)Includes accruals and excludes acquisitions.
(b)Unrealized loss on commodity derivative instruments (See Note 8).
(c)Pertains to a gain from the sale of a legacy royalty interest in the state of California.
(d)Includes $10 million of transaction costs associated with the Merger with ConocoPhillips (See Note 1).


13


MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements (Unaudited)


Six Months Ended June 30, 2023
(In millions)U.S.Int’lNot Allocated to SegmentsTotal
Revenue from contracts with customers$2,943 $108 $ $3,051 
Net gain (loss) on commodity derivatives20  (2)
(c)
18 
Income from equity method investments 102  

102 
Net gain on disposal of assets  5 5 
Other income12 4 1 17 
Less costs and expenses:
Production369 46  415 
Shipping, handling and other operating, including related party320 3  323 
Exploration11  15 
(d)
26 
Depreciation, depletion and amortization1,052 22 5 1,079 
Taxes other than income140 
(b)
 (2)138 
General and administrative66 6 81 153 
Net interest and other  174 174 
Other net periodic benefit credits  (6)(6)
Income tax provision (benefit)227 18 (58)187 
Segment income (loss)$790 $119 $(205)$704 
Total assets$18,761 $1,006 $152 $19,919 
Capital expenditures(a)
$1,217 $2 $5 $1,224 
(a)Includes accruals and excludes acquisitions.
(b)Includes a nonrecurring Eagle Ford severance tax refund of $47 million related to prior years.
(c)Unrealized loss on commodity derivative instruments (See Note 8).
(d)Includes $10 million of dry well expense associated with wells in Permian.



14


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 and six months ended June 30, 2024 and 2023, our effective income tax rates were as follows:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Effective income tax rate22 %21 %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 plus cash on hand (see Debt Issuance below).

Revolving Credit Facility and Commercial Paper Program
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 June 30, 2024, we had no outstanding borrowings under our Revolving Credit Facility.
The Revolving Credit Facility includes a covenant requiring our total debt to total capitalization ratio, as defined in the credit agreement, 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 June 30, 2024, we were in compliance with this covenant.
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 June 30, 2024, we had $325 million of outstanding commercial paper maturing at various dates with a weighted average interest rate of 5.87%.
Under the Merger Agreement, we are permitted to borrow under our commercial paper program or Revolving Credit Facility, an aggregate amount not to exceed $1.5 billion outstanding.
15


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 approximately $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 June 30, 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 (see Debt Remarketing below).
Refer to our 2023 Annual Report on Form 10-K for a listing of our long-term debt maturities. Under the Merger Agreement, we are subject to restrictions and limitations that prevent us from incurring additional debt, or redeeming all or a portion of our existing outstanding debt, except permitted borrowings under our commercial paper program or Revolving Credit Facility (see Revolving Credit Facility and Commercial Paper Program above).
Debt Remarketing
In April 2023, we closed a $200 million remarketing to investors of sub-series 2017A-1 bonds that are part of the $1 billion St. John the Baptist Parish, State of Louisiana revenue refunding bonds Series 2017. The bonds are subject to an interest rate of 4.05% and a mandatory purchase date of July 1, 2026. The repayment and new borrowing associated with the remarketed bonds are presented separately within Debt repayments and Borrowings, respectively, within the Consolidated Statements of Cash Flows.
As a subsequent event, on July 1, 2024, using short-term borrowings, we purchased $200 million of our outstanding sub-series 2017 A-2 bonds and $200 million of our outstanding sub-series 2017 B-1 bonds that are part of the $1.0 billion Parish of St. John The Baptist, State of Louisiana Revenue Refunding Bonds (Marathon Oil Corporation Project) Series 2017. The $400 million of bonds due 2037 were purchased on their mandatory put date of July 1, 2024, for our own account and are subject to an interest rate of 4.125%. We have the right, subject to the consent of ConocoPhillips, to convert and remarket these bonds to the public at any time up to their June 1, 2037 maturity date.
8Derivatives
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. Under the Merger Agreement, we are subject to limitations on our ability to enter into new derivative transactions.

16


MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements (Unaudited)


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:
June 30, 2024
(In millions)AssetLiabilityNet AssetBalance 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 Rate9  9 Other noncurrent assets
Total Designated Hedges$18 $ $18 
Total$19 $ $19 
December 31, 2023
(In millions)AssetLiabilityNet AssetBalance 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 Rate9  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 and natural gas derivatives indexed to their respective indices as noted in the table below, related to a portion of our forecasted U.S. sales through 2025. These derivatives are three-way collars and two-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. Two-way collars only consists of a sold call (ceiling) and a purchased put (floor). These crude oil and natural gas derivatives were not designated as hedges.
17


MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements (Unaudited)


The following table sets forth outstanding derivative contracts as of June 30, 2024, and the weighted average prices for those contracts:
20242025
Third QuarterFourth QuarterFirst QuarterSecond QuarterThird QuarterFourth Quarter
Crude Oil
NYMEX WTI Three-Way Collars
Volume (Bbls/day)50,000 50,000     
Weighted average price per Bbl:
Ceiling$95.95 $95.95 $ $ $ $ 
Floor$65.00 $65.00 $ $ $ $ 
Sold put$50.00 $50.00 $ $ $ $ 
Natural Gas
Henry Hub Two-Way Collars
Volume (MMBtu/day)  150,000 150,000 150,000 150,000 
Weighted average price per MMBtu:
Ceiling$ $ $5.85 $5.85 $5.85 $5.85 
Floor$ $ $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 June 30,Six Months Ended June 30,
(In millions)2024202320242023
Unrealized gain (loss) on derivative instruments, net$1 $(4)$(23)$(2)
Realized gain on derivative instruments, net(a)
$ $7 $ $20 
(a)During the second quarter and first six months of 2024, we had no settled derivative positions. During the second quarter and first six months of 2023, net cash received for settled derivative positions was $7 million and $17 million, respectively.

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 June 30, 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 June 30, 2024 and December 31, 2023.
During the six months ended June 30, 2024, net cash received for the settled interest rate swap positions was $6 million. As of June 30, 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.
18


MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements (Unaudited)


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 June 30, 2024 and December 31, 2023 by hierarchy level:
June 30, 2024
(In millions)Level 1Level 2Level 3Total
Derivative instruments, assets
Commodity(a)
$ $1 $ $1 
Interest rate - designated as cash flow hedges  18  18 
Derivative instruments, assets$ $19 $ $19 
 December 31, 2023
(In millions)Level 1Level 2Level 3Total
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 June 30, 2024, our commodity derivatives include three-way collars and two-way collars. These instruments are measured at fair value using either a Black-Scholes or a modified Black-Scholes Model. For three-way collars and two-way collars, inputs to the models include commodity prices and implied volatility and are categorized as Level 2 because predominantly all assumptions and inputs are observable in active markets throughout the term of the instruments.
The forward starting interest rate swaps are measured at fair value with a market approach using actionable broker quotes, which are Level 2 inputs. See Note 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.
19


MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements (Unaudited)


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 June 30, 2024 and December 31, 2023:
June 30, 2024December 31, 2023
(In millions)Fair ValueCarrying AmountFair ValueCarrying Amount
Financial assets    
Other noncurrent assets$10 $30 $9 $27 
Total financial assets$10 $30 $9 $27 
Financial liabilities    
Other current liabilities$80 $126 $80 $126 
Long-term debt, including current portion(a)
5,050 4,996 4,961 4,997 
Deferred credits and other liabilities71 73 70 71 
Total financial liabilities$5,201 $5,195 $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)June 30, 2024December 31, 2023
United States$17,097 $16,905 
International235 252 
Corporate55 56 
Net property, plant and equipment$17,387 $17,213 
As of June 30, 2024 and December 31, 2023, we had no exploratory well costs capitalized greater than one year related to suspended wells.
20


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:
June 30,
(In millions)20242023
Beginning balance as of January 1$340 $340 
Incurred liabilities, including acquisitions5 3 
Settled liabilities, including dispositions(7)(20)
Accretion expense (included in depreciation, depletion and amortization)8 7 
Revisions of estimates2 9 
Ending balance as of June 30, total
$348 $339 
Ending balance as of June 30, short-term
$12 $40 
12.    Equity Method Investments
During the periods ended June 30, 2024 and December 31, 2023, our equity method investees were considered related parties. Our investments in our equity method investees are summarized in the following table:
(In millions)Ownership as of June 30, 2024June 30, 2024December 31, 2023
EG LNG (a)
56%$104 $118 
Alba Plant LLC (b)
52%151 153 
AMPCO (c)
45%166 162 
Total $421 $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 June 30,Six Months Ended June 30,
(In millions) 2024202320242023
Income data:
Revenues and other income$183 $183 $394 $489 
Income from operations58 43 159 202 
Net income$46 $30 $130 $164 
Revenues from related parties were $3 million and $5 million for the three and six months ended June 30, 2024, respectively, which primarily related to Alba Plant LLC and AMPCO. Revenues from related parties were $5 million and $11 million for the three and six months ended June 30, 2023, respectively, 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.

21


MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements (Unaudited)


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. Dividends and return of capital received by us totaled $77 million during the three and six months ended June 30, 2024 and $249 million during the three and six months ended June 30, 2023.
Current receivables from related parties were $36 million and $24 million at June 30, 2024 and December 31, 2023, respectively, which primarily related to EG LNG and Alba Plant LLC in both periods. Payables to related parties were $25 million and $6 million at June 30, 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 with an initial term expiring in 2024. On June 30, 2024, the lessee exercised an option to extend the lease 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$4 
20256 
20266 
20276 
20286 
Thereafter35 
Total undiscounted cash flows$63 
13.    Stockholders’ Equity
Our Board of Directors has authorized a share repurchase program. During the first six months of 2024, we repurchased approximately 19 million shares of our common stock pursuant to the share repurchase program at a cost of $516 million. Our remaining share repurchase authorization was approximately $1.8 billion at June 30, 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.
Upon the announcement of the Merger Agreement, we suspended our stock repurchase activity as we are subject to certain restrictions to our ability to repurchase, redeem or otherwise acquire our capital stock.
22


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 six months of 2024: 
 Stock OptionsRestricted Stock Units
Number of SharesWeighted Average Exercise PriceNumber of Shares & UnitsWeighted Average Grant Date Fair Value
Outstanding at December 31, 20231,004,304 $31.38 3,514,405 $22.07 
Granted 

 2,062,612 24.60 
Exercised/Vested(13,889)10.47 (1,663,913)19.18 
Canceled(649,764)33.78 (133,856)24.10 
Outstanding at June 30, 2024340,651 $27.64 3,779,248 $24.65 
In accordance with the Merger Agreement, each outstanding and vested Marathon Oil option award granted pursuant to the Marathon Oil stock plan will be canceled and converted into the right to receive a number of shares of ConocoPhillips common stock (rounded down to the nearest whole share) equal to the quotient of (i) the product of (A) the excess, if any, of the Merger Consideration Value (as defined below) over the per share exercise price, multiplied by (B) the number of shares of Marathon Oil common stock subject to such Marathon Oil option award immediately prior to the Effective Time, divided by (ii) the volume-weighted average price of the ConocoPhillips common stock for the five consecutive trading days ending two trading days prior to the closing date (the “Parent Closing Price”). Any Marathon Oil option award that has an exercise price per share that is equal to or greater than the Merger Consideration Value will be canceled for no consideration. The term “Merger Consideration Value” means the product of (x) the Exchange Ratio multiplied by (y) the Parent Closing Price.
At closing, restricted stock units will be canceled and converted into an award of ConocoPhillips common stock at the Exchange Ratio and will be subject to the same vesting conditions that existed prior to the closing of the Merger Agreement. Any restricted stock units held by non-employee directors of Marathon Oil will fully vest at closing and be converted, at the Exchange Ratio, into the right to receive ConocoPhillips common stock. Additionally, consummation of the Merger constitutes a change in control as defined under our 2019 Incentive Compensation Plan. After a change in control has occurred, restricted stock units granted to employees who are involuntarily separated, under certain conditions, will immediately vest as ConocoPhillips common stock.
Stock-based performance unit awards
During the first six 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 six months of 2024, we stock settled the units related to the 2021 grant. At June 30, 2024, there were 638,079 outstanding stock-based performance units to be settled in shares to officers.
During the first six 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 $28.89 as of June 30, 2024. During the first six months of 2024, we also cash settled the units related to the 2022 grant. At June 30, 2024, there were 471,036 units outstanding of the stock-based performance unit awards to be settled in cash to officers.
In accordance with the Merger Agreement, each stock-based performance unit that is outstanding immediately prior to closing will vest. Outstanding performance units were initially granted assuming a target payout; however, at closing, all outstanding performance units will vest at the maximum payout percentage of 200% of target.

23


MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements (Unaudited)


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)June 30, 2024December 31, 2023
Crude oil, NGLs and natural gas, including LNG$10 $14 
Supplies and other items151 172 
Inventories $161 $186 
16.    Supplemental Cash Flow Information
 Six Months Ended June 30,
(In millions)20242023
Included in operating activities:   
Interest paid$127 $139 
Income taxes paid, net of refunds$59 $97 
Noncash investing activities:  
Increase in asset retirement costs$7 $12 
Other noncash investing activities include accrued capital expenditures for the six months ended June 30, 2024 and 2023 of $222 million and $169 million, respectively.
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 June 30, 2024, we have a $123 million current liability in suspended royalty and working interest revenue, including interest, of which $104 million was included within accounts payable and $19 million related to accrued interest was included within other current liabilities on our consolidated balance sheet. Additionally, we have a long-term receivable of $29 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.
24


MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements (Unaudited)


We 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. On July 10, 2024, we entered into a consent decree with the EPA and Department of Justice to fully resolve this matter. The consent decree is subject to a 30-day public comment period before it may be considered for entry by the court. The consent decree will require the completion of mitigation projects, implementation of specific injunctive relief and payment of a $65 million civil penalty with substantially all of that civil penalty accrued in our previously filed quarterly report for the period ending March 31, 2024. In 2022, we began early implementation of the injunctive requirements associated with likely settlement terms and are scheduled to complete this work in 2025. The total cost associated with the injunctive relief is estimated to be approximately $177 million, but over 70% of that cost has been incurred or included in the previously announced 2024 capital budget with the remaining amount to be spent by the end of 2025. The consent decree sets forth a detailed compliance schedule with deadlines for achievement of milestones through at least 2026. The consent decree further contains requirements for ongoing permitting, inspection and monitoring, maintenance, auditing, and reporting. Findings from such inspection, monitoring and auditing activities may result in decisions to temporarily shut in or reduce production from certain wells and facilities.
We have cooperated fully with the EPA, including collecting and sharing extensive data to resolve this matter. The vast majority of emission reductions are being achieved by Marathon’s voluntary commitment to incorporate industry-leading technologies, like our new lowest emitting automated facilities (LEAF). We do not admit liability regarding any of the allegations in the complaint associated with the consent decree and elected to resolve the allegations in a negotiated settlement rather than litigation.
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. As previously disclosed, we have been in discussions with the EPA to resolve these matters. In order to fully resolve these matters, effective July 25, 2024, we entered into a consent agreement with the EPA pursuant to which we agreed to pay a civil penalty in the amount of $265,000. We do not believe that any penalty or corrective action expenditures that may result from this matter will have a material adverse effect on our financial position, results of operation or cash flows.
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 June 30, 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.
25


MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements (Unaudited)


The agreements to process the third-party Alen Unit gas required the execution of third-party guarantees by Marathon Oil 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 June 30, 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.
26


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.
Proposed Merger
On May 28, 2024, we entered into the Merger Agreement with ConocoPhillips and Merger Sub. The Merger Agreement provides that, among other things and subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into Marathon Oil, with Marathon Oil surviving and continuing as the surviving corporation in the Merger as a direct, wholly owned subsidiary of ConocoPhillips. Under the terms of the Merger Agreement, at the Effective Time, each of our outstanding shares of common stock (other than certain Excluded Shares and Converted Shares) will be converted to the right to receive the Merger Consideration. The Merger Agreement also contains certain customary termination rights of each of Marathon Oil and ConocoPhillips, and under certain circumstances, a termination fee would be payable by us. The Merger is expected to close late in the fourth quarter of 2024, subject to shareholder and regulatory approvals and other customary closing conditions; however, no assurance can be given as to when, or if, the Merger will occur.
On July 11, 2024, Marathon Oil and ConocoPhillips each received a request for additional information and documentary materials (together, the “Second Request”) from the Federal Trade Commission (the “FTC”) in connection with the FTC’s review of the Merger. Issuance of the Second Request extends the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended until 30 days after Marathon Oil and ConocoPhillips have substantially complied with the Second Request, unless that period is terminated sooner by the FTC. Marathon Oil and ConocoPhillips will continue to work cooperatively with the FTC in its review of the Merger and continue to expect that the Merger will be completed in the fourth quarter of 2024, subject to the fulfillment of the other closing conditions.
In association with the Merger, we have incurred $10 million of transaction costs recorded as general and administrative expense in the consolidated statements of income for the three and six months ended June 30, 2024, and expect to incur additional costs as the Merger progresses. Transaction costs consist primarily of third party legal and banking fees.
If the Merger is consummated, Marathon Oil’s common stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act, and Marathon Oil will cease to be a publicly traded company.
Additionally, the Merger Agreement imposes restrictions on our business and operations during the pendency of the Merger. While we do not believe those restrictions are unduly burdensome, they may delay or prevent us from taking actions we could otherwise take. Accordingly, our results of operations from before the Merger Agreement may not be comparable to results of operations since the we entered into the Merger Agreement. See Note 1 to the consolidated financial statements for additional information on the Merger and Part II, Item 1A. Risk Factors for a discussion of risks related to the Merger.
27

Financial and operational results
Our net income was $349 million in the second quarter of 2024 as compared to net income of $287 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 increased $111 million in the second quarter of 2024 compared to the same period of 2023. The primary drivers of the increase were higher crude and NGL prices, partially offset by a decrease in realized natural gas prices.
In our International segment we realized revenue of $84 million in the second quarter of 2024 from shipments of LNG with global pricing linkage that began in 2024. Refer to Operations for additional information.
Received EG dividend distribution and return of capital totaling $77 million.
Provision for income taxes increased $18 million compared to the same quarter last year as a result of higher income before taxes. Our tax rate was largely consistent in each period.
Outlook
Capital Budget
In February 2024, we announced a 2024 capital budget of $1.9 billion to $2.1 billion. The midpoint of our oil production guidance for 2024 is 190 mbopd. As of June 30, 2024, we are reaffirming both our capital and production guidance ranges for 2024. The terms of the Merger Agreement restrict us from certain expansions to our capital budget.
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 June 30,Six Months Ended June 30,
Net Sales Volumes20242023Increase (Decrease)20242023Increase (Decrease)
United States (mboed)
351 356(1)%339 349(3)%
International (mboed)
42 44(5)%42 50 (16)%
Total (mboed)
393 400(2)%381 399(5)%
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 June 30,Six Months Ended June 30,
Net Sales Volumes 20242023Increase (Decrease)20242023Increase (Decrease)
Equivalent Barrels (mboed)
Eagle Ford153 156 (2)%140 150 (7)%
Bakken107 108 (1)%106 102 %
Permian47 40 18 %47 43 %
Oklahoma42 50 (16)%44 52 (15)%
Other United States— %— %
Total United States351 356 (1)%339 349 (3)%
Three Months Ended June 30, 2024
Sales Mix - U.S. Resource PlaysEagle FordBakkenPermianOklahomaTotal
Crude oil and condensate53 %63 %55 %16 %52 %
NGLs24 %22 %23 %33 %24 %
Natural gas23 %15 %22 %51 %24 %
28


Three Months Ended June 30,Six Months Ended June 30,
Drilling Activity - U.S. Resource Plays (a)
2024202320242023
Gross Operated
Eagle Ford:
Wells drilled to total depth40 30 82 65 
Wells brought to sales63 49 90 85 
Bakken:
Wells drilled to total depth27 27 44 45 
Wells brought to sales17 23 35 40 
Permian:
Wells drilled to total depth10 18 14 
Wells brought to sales 21 25 16 
Oklahoma:
Wells drilled to total depth
Wells brought to sales— — — 
(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 an 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 are 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 2024, our initial sales of LNG under this new contract occurred. For the three months ended June 30, 2024, our net sales volumes of LNG were 109 mmcfd, at an average realized price of $8.52 per mcf. We recorded $84 million in revenue for these sales, and incurred expense of $12 million to EG LNG for their services. We recorded $26 million in income from equity method investments for the period and International segment income of $79 million.
For the six months ended June 30, 2024, our net sales volumes of LNG were 93 mmcfd, at the average realized price of $7.97 per mcf. We recorded $135 million in revenue for these sales, and incurred expense of $27 million to EG LNG for their services. We recorded $65 million in income from equity method investments for the period and International segment income of $161 million.
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.
29

The table below provides details regarding net sales volumes for our operations within this segment:
Three Months Ended June 30,Six Months Ended June 30,
Net Sales Volumes20242023Increase (Decrease)20242023Increase (Decrease)
Crude and oil condensate (mbbld)
(38)%(11)%
NGLs (mbbld)
— %(17)%
Natural gas, sold as gas (mmcfd)
82 186 (56)%80 209 (62)%
Natural gas, sold as LNG (mmcfd)
109 — — %93 — — %
Total natural gas (mmcfd)
191 186 %173 209 (17)%
Total International (mboed)
42 44 (5)%42 50 (16)%
Equity Method Investees
LNG (mtd)(a)
— 1,716 (100)%194 1,913 (90)%
Methanol (mtd)
954 1,047 (9)%945 1,212 (22)%
Condensate and LPG (boed)
5,998 6,614 (9)%6,814 7,709 (12)%
(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 and payment of dividends. 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 second quarter and first six months of 2024 and 2023:
Three Months Ended June 30,Six Months Ended June 30,
20242023Increase (Decrease)20242023Increase (Decrease)
Average Price Realizations(a)
Crude oil and condensate (per bbl)
$79.12 $72.49 %$77.31 $73.57 %
NGLs (per bbl)
21.18 18.72 13 %21.67 21.25 %
Natural gas (per mcf)
1.42 1.89 (25)%1.69 2.43 (30)%
Benchmarks
WTI crude oil average of daily prices (per bbl)
$80.66 $73.56 10 %$78.81 $74.77 %
Magellan East Houston (“MEH”) crude oil average of daily prices (per bbl)
83.00 74.93 11 %80.90 76.14 %
Mont Belvieu NGLs (per bbl)(b)
22.91 20.49 12 %23.29 22.91 %
Henry Hub natural gas settlement date average (per mmbtu)
1.89 2.10 (10)%2.15 2.76 (22)%
(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.
30

NGLs The majority of our sales volumes are sold at reference to Mont Belvieu prices.
Natural gas A significant portion of our volumes are sold at bid-week prices, or first-of-month indices relative to our producing areas.
International (E.G.)    
The following table presents our average price realizations and the related benchmark for crude oil and natural gas for the second quarter and first six months of 2024 and 2023:
Three Months Ended June 30,Six Months Ended June 30,
20242023Increase (Decrease)20242023Increase (Decrease)
Average Price Realizations
Crude oil and condensate (per bbl)
$57.31 $53.64 %$60.34 $56.46 %
NGLs (per bbl)
1.00 1.00 — %1.00 1.00 — %
Natural gas, sold as gas (per mcf)
0.24 0.24 — %0.24 0.24 — %
Natural gas, sold as LNG (per mcf)
8.52 — — %7.97 — — %
Average total natural gas (per mcf)
4.96 $0.24 1,967 %4.40 0.24 1,733 %
Benchmark
Brent (Europe) crude oil (per bbl) (a)
$84.65 $78.32 %$83.83 $79.75 %
TTF (Europe) natural gas (per mmbtu) (b)
9.98 11.34 (12)%9.40 14.01 (33)%
JKM (East Asia) natural gas (per mmbtu) (c)
11.10 11.12 — %10.33 14.49 (29)%
(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 marketed 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.
31

Results of Operations
Three Months Ended June 30, 2024 vs. Three Months Ended June 30, 2023
Revenues from contracts with customers are presented by segment in the table below:
 Three Months Ended June 30,
(In millions)20242023
Revenues from contracts with customers
United States$1,551 $1,440 
International115 44 
Segment revenues from contracts with customers$1,666 $1,484 
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 June 30, 2023Price RealizationsNet Sales VolumesThree Months Ended June 30, 2024
United States Price/Volume Analysis
Crude oil and condensate$1,195 $110 $11 $1,316 
NGLs156 19 (12)163 
Natural gas86 (21)— 65 
Other sales(a)
Total$1,440 $1,551 
International Price/Volume Analysis
Crude oil and condensate$39 $$(13)$28 
NGLs— — — — 
Natural gas, sold as gas— (2)
Natural gas, sold as LNG— 84 — 84 
Natural gas84 (2)86 
Other sales
Total$44 $115 
(a)Includes revenue from commodity volumes purchased for resale.
Net gain on disposal of assets we recognized a gain of $10 million in the second quarter of 2024 on the sale of a legacy royalty interest in the state of California.
Production expense increased $2 million in the second quarter of 2024, when compared to the same period in 2023.
The following table provides production expense and production expense rates for each segment:
Three Months Ended June 30,
($ in millions; rate in $ per boe)20242023Increase (Decrease)20242023Increase (Decrease)
Production Expense and RateExpenseRate
United States$198 $191 %$6.21 $5.88 %
International $18 $23 (22)%$4.46 $5.72 (22)%
Shipping, handling and other operating increased $14 million in the second quarter of 2024 when compared to the same period in 2023, primarily as a result of the new agreement that became effective in January 2024, whereby EG LNG processes LNG for a tolling fee and profit share which we record as related party shipping, handling and other operating expense.
32

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 June 30,
($ in millions; rate in $ per boe)20242023Increase (Decrease)20242023Increase (Decrease)
DD&A Expense and RateExpenseRate
United States$562 $547 %$17.57 $16.88 %
International $10 $10 — %$2.61 $2.42 %
Taxes other than income include production, severance and ad valorem taxes, primarily in the U.S., which tend to increase or decrease in relation to revenue and sales volumes. Taxes other than income increased $60 million in the second quarter of 2024 primarily due to a nonrecurring Eagle Ford severance tax refund of $47 million related to prior years in the second quarter of 2023.
General and administrative expenses increased $28 million in the second quarter of 2024 primarily due to increases in consulting and legal service expenses associated with the Merger, and an increase in the annual employee bonus accrual estimated to payout at the maximum percentage as a result of the Merger.
Net interest and other decreased $12 million in the second quarter of 2024 primarily due to the full repayment of the remaining outstanding borrowings of $1.2 billion on the Term Loan Facility in the first quarter of 2024 and the subsequent issuance of our 2029 Notes and 2034 Notes at lower interest rates. See Note 7 to the consolidated financial statements for further information.
Provision for income taxes increased $18 million in the second quarter of 2024 primarily due to an increase 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 June 30,
(In millions)20242023
United States$379 $365 
International79 30 
Segment income458 395 
Items not allocated to segments, net of income taxes(109)(108)
Net income$349 $287 
United States segment income in the second quarter of 2024 was $379 million of income versus $365 million of income for the same period in 2023. The increase in segment income is a result of the variances described above.
International segment income in the second quarter of 2024 was $79 million of income versus $30 million of income for the same period in 2023. The increase was primarily due to increased revenue from new LNG sales indexed to global prices, partially offset by increased income tax as a result of increased revenue, and increased shipping and handling costs associated with LNG processing and liquefaction.
Items not allocated to segments, net of income taxes in the second quarter of 2024 was a loss of $109 million versus a loss of $108 million for the same period in 2023. The change is primarily a result of the variances in general and administrative expense and net interest and other described above.
33

Results of Operations
Six Months Ended June 30, 2024 vs. Six Months Ended June 30, 2023
Revenues from contracts with customers are presented by segment in the table below:
 Six Months Ended June 30,
(In millions)20242023
Revenues from contracts with customers
United States$2,973 $2,943 
International 231 108 
Segment revenues from contracts with customers$3,204 $3,051 
Below is a price/volume analysis for each segment. Refer to Operations and Market Conditions for additional detail related to our net sales volumes and average price realizations.
Increase (Decrease) Related to
(In millions)Six Months Ended June 30, 2023Price RealizationsNet Sales VolumesSix Months Ended June 30, 2024
United States Price/Volume Analysis
Crude oil and condensate$2,380 $120 $(4)$2,496 
NGLs325 (17)314 
Natural gas225 (66)(8)151 
Other sales(a)
13 12 
Total$2,943 $2,973 
International Price/Volume Analysis
Crude oil and condensate$96 $$(13)$89 
NGLs— — 
Natural gas, sold as gas— (5)
Natural gas, sold as LNG— 135 — 135 
Natural gas135 (5)139 
Other sales
Total$108 $231 
(a)Includes revenue from commodity volumes purchased for resale.
Net gain (loss) on commodity derivatives in the first six months of 2024 was a net loss of $23 million, compared to a net gain of $18 million for the same period in 2023. We have commodity derivative contracts that settle against the NYMEX WTI and Henry Hub indexes. 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 $37 million for the first six months of 2024, primarily due to decreased revenue as EG LNG no longer markets LNG directly as a result of the new agreement that became effective in January 2024, as well as lower sales volume by our equity method investees during the first six months of 2024.
Other income for the first six months of 2024 decreased by $15 million compared to the same period in 2023, primarily due to fair value adjustments on liabilities assumed from acquisitions.
Production expenses for the first six months of 2024 increased by $22 million compared to the same period in 2023, primarily due to increased workover activities in our U.S segment.
34

The following table provides production expense and production expense rates for each segment:
Six Months Ended June 30,
($ in millions; rate in $ per boe)20242023Increase (Decrease)20242023Increase (Decrease)
Production Expense and RateExpenseRate
United States$399 $369 %$6.48 $5.85 11 %
International $38 $46 (17)%$4.80 $5.06 (5)%
Shipping, handling and other operating expenses increased $21 million in the first six months of 2024, when compared to the same period in 2023, primarily due to increased shipping and handling expenses as a result of the new agreement that became effective in January 2024, whereby EG LNG no longer markets LNG directly but instead processes LNG for a tolling fee and profit sharing which we record as related party shipping, handling and other operating expense.
Depreciation, depletion and amortization
Our segments apply the units-of-production method to the majority of their assets, including capitalized asset retirement costs; therefore volumes have an impact on DD&A expense. The following table provides DD&A expense and DD&A expense rates for each segment:
Six Months Ended June 30,
($ in millions; rate in $ per boe)20242023Increase (Decrease)20242023Increase (Decrease)
DD&A Expense and RateExpenseRate
United States$1,062 $1,052 %$17.22 $16.68 %
International $20 $22 (9)%$2.70 $2.41 12 %
Taxes other than income include production, severance and ad valorem taxes, primarily in the U.S., which tend to increase or decrease in relation to revenue and sales volumes. Taxes other than income increased $61 million in the first six months of 2024 primarily due to a nonrecurring Eagle Ford severance tax refund of $47 million related to prior years in the first six months of 2023.
General and administrative expenses increased $32 million in the first six months of 2024, primarily due to increases in consulting and legal service expenses associated with the Merger, and an increase in the annual employee bonus accrual estimated to payout at the maximum percentage as a result of the Merger.
Net interest and other decreased $25 million in the first six months of 2024 primarily due to the repayment of $300 million of the outstanding borrowings on the Term Loan Facility in the fourth quarter of 2023, the full repayment of the remaining outstanding borrowings of $1.2 billion on the Term Loan Facility in the first quarter of 2024 and the subsequent issuance of our 2029 Notes and 2034 Notes at lower interest rates. Additionally, beginning in the third quarter of 2023, we transitioned our credit facility borrowings to commercial paper borrowings at lower interest rates. See Note 7 to the consolidated financial statements for further information.
35

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:
 Six Months Ended June 30,
(In millions)20242023
United States$713 $790 
International 161 119 
Segment income874 909 
Items not allocated to segments, net of income taxes(228)(205)
Net income$646 $704 
United States segment income for the first six months of 2024 was $713 million of income versus $790 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 for the first six months of 2024 was $161 million of income versus $119 million of income for the same period in 2023. The increase was primarily due to increased revenue from new LNG sales indexed to global prices, partially offset by increased income tax as a result of increased revenue, and increased shipping and handling costs associated with LNG processing and liquefaction.
Items not allocated to segments, net of income taxes for the first six months of 2024 was $228 million of loss versus $205 million of loss for the same period in 2023. The increase in loss was primarily due to an increase in unrealized net losses on commodity derivatives, variances in general and administrative expense and net interest and other described above.
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.
36

Cash Flows
The following table presents sources and uses of cash and cash equivalents:
Six Months Ended June 30,
(In millions)20242023
Sources of cash and cash equivalents  
Net cash provided by operating activities$1,845 $1,941 
Borrowings1,200 200 
Proceeds from revolving credit facility50 980 
Equity method investments - return of capital34 
Other11 
Total sources of cash and cash equivalents$3,108 $3,164 
Uses of cash and cash equivalents
Capital expenditures$(1,268)$(1,224)
Change in capital accrual136 58 
Debt repayments(1,200)(270)
Repayments of revolving credit facility(50)(980)
Repayments of commercial paper borrowings, net(125)— 
Shares repurchased under buyback programs(516)(706)
Dividends paid(127)(125)
Withholding tax on stock-based incentive awards(18)(30)
Acquisition, net of cash acquired(4)— 
Other(14)(6)
Total uses of cash and cash equivalents$(3,186)$(3,283)
Sources of cash and cash equivalents
Cash flows generated from operating activities during the first six months of 2024 were 5% lower compared to the same period in 2023, primarily due to decreased dividends received from equity method investees, primarily EG LNG. The decrease was partially offset by higher realized crude oil prices in the US segment and increased revenue from new LNG sales indexed to global prices in our International segment, in addition to an increase in working capital in the first six months of 2024 compared to the same period in 2023.
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 approximately $1.2 billion and together with cash on hand 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 June 30, 2024, we have net outstanding commercial paper borrowings of $325 million. See Note 7 for further information.
Uses of cash and cash equivalents
During the first six months of 2024, we repurchased approximately 19 million shares of our common stock pursuant to the share repurchase program at a cost of $516 million and paid dividends of $127 million.
The following table shows capital expenditures by segments:
Six Months Ended June 30,
(In millions)20242023
United States$1,258 $1,217 
International
Not allocated to segments
Total capital expenditures1,268 1,224 
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Liquidity and Capital Resources
The following liquidity and capital resources discussion is qualified in its entirety by the limitations contained in the Merger Agreement. Under the Merger Agreement, we are subject to restrictions and limitations that, among other things, preclude us from assuming additional debt, issuing additional equity or debt, making certain capital expenditures and executing certain asset transactions, and entering certain merger, liquidation or disposition transactions. Upon completion of the Merger and on the closing date, we will terminate all commitments under our Revolving Credit Facility and repay in full all obligations with respect to our Revolving Credit Facility and commercial paper program.
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 June 30, 2024, we had approximately $2.3 billion of liquidity consisting of $77 million in cash and cash equivalents and $2.2 billion available under our Revolving Credit Facility. Under the Merger Agreement, however, we are not permitted to exceed an aggregate $1.5 billion in outstanding borrowings under our commercial paper program or Revolving Credit Facility except in emergency situations provided that we notify ConocoPhillips of any such borrowings as soon as reasonably practicable.
Our working capital requirements are supported by our cash and cash equivalents, our Revolving Credit Facility and our commercial paper program. Subject to certain restrictions in the Merger Agreement, 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. Additionally, we expect our available liquidity to be impacted by a number of non-recurring costs associated with the Merger Agreement including, among others, fees and expenses from financial advisors and other advisors and representatives, certain employment-related costs relating to employees of Marathon Oil and filing fees due in connection with required regulatory filings. Some of these costs have already been incurred or may be incurred regardless of whether the Merger is completed. Further, 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 approximately $1.2 billion which were used together with cash on hand 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 June 30, 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 2017 A-2 bonds and $200 million 2.125% of sub-series 2017 B-1 bonds, both of which feature a mandatory put on July 1, 2024. In addition, as of June 30, 2024, we had outstanding commercial paper borrowings of $325 million.
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As a subsequent event, on July 1, 2024, using short-term borrowings, we purchased $200 million of our outstanding sub-series 2017 A-2 bonds and $200 million of our outstanding sub-series 2017 B-1 bonds that are part of the $1.0 billion Parish of St. John The Baptist, State of Louisiana Revenue Refunding Bonds (Marathon Oil Corporation Project) Series 2017. The $400 million of bonds due 2037 were purchased on their mandatory put date of July 1, 2024, for our own account and are subject to an interest rate of 4.125%. We have the right, subject to the consent of ConocoPhillips, to convert and remarket these bonds to the public at any time up to their June 1, 2037 maturity date.
As of June 30, 2024, we had no outstanding borrowings 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 24% at June 30, 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 and certain restrictions in the Merger Agreement, are permitted to issue and sell an indeterminate amount of various types of debt, equity securities and other capital instruments, if and when necessary or perceived by us to be opportune, in one or more public offerings.
Capital Requirements
Share Repurchase Program
Our Board of Directors has authorized a share repurchase program, however, upon the announcement of the Merger Agreement, we suspended our stock repurchase activity as we are subject to certain restrictions to our ability to repurchase, redeem or otherwise acquire our capital stock. Our remaining authorization at June 30, 2024 was approximately $1.8 billion.
Dividends
On July 31, 2024, our Board of Directors approved a dividend of $0.11 per share payable on September 10, 2024 to stockholders of record at the close of business on August 21, 2024. Pursuant to the terms of the Merger Agreement, we are prevented from increasing our quarterly per share dividend in excess of $0.11 per quarter.
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 June 30, 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.
As described in Note 17 to the consolidated financial statements below, we have entered into a consent decree with the EPA and Department of Justice that includes a civil penalty of $65 million, which we anticipate paying in 2024.
Additionally, future contractual cash obligations may include liabilities in connection with the Merger Agreement. Certain costs may be incurred even if the Merger is not consummated.
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.
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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, as amended (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;
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;
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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;
risks and uncertainties associated with the proposed Merger with ConocoPhillips, including the following:
ConocoPhillips’ ability to successfully integrate Marathon Oil’s businesses and technologies, which may result in the combined company not operating as effectively and efficiently as expected; the risk that the expected benefits and synergies of the Merger may not be fully achieved in a timely manner, or at all;
the risk that ConocoPhillips or Marathon Oil will be unable to retain and hire key personnel and maintain relationships with their suppliers and customers; the risk associated with Marathon Oil’s ability to obtain the approval of its stockholders required to consummate the Merger and the timing of the closing of the Merger, including the risk that the conditions to the Merger are not satisfied on a timely basis or at all or the failure of the Merger to close for any other reason or to close on the anticipated terms, including the anticipated tax treatment;
the risk that any regulatory approval, consent or authorization that may be required for the Merger is not obtained or is obtained subject to conditions that are not anticipated; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger;
unanticipated difficulties, liabilities or expenditures relating to the Merger;
the effect of the pendency or completion of the Merger on the parties’ business relationships and business operations generally;
the effect of the pendency of the Merger on the parties’ common stock prices and uncertainty as to the long-term value of ConocoPhillips’ or Marathon Oil’s common stock;
risks that the Merger disrupts current plans and operations of ConocoPhillips or Marathon Oil and their respective management teams and potential difficulties in hiring or retaining employees as a result of the Merger; 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. However, under the Merger Agreement, we are subject to limitations on our ability to enter into new derivative transactions, which may prevent us from using 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 June 30, 2024, we had open commodity derivatives related to crude oil and natural gas. Based on the June 30, 2024 published NYMEX WTI and natural gas futures prices, a hypothetical 10% change (per bbl for crude oil and per MMBtu for natural gas) would change the fair values of our commodity derivative positions to the following:
(In millions)
Fair Value at
June 30, 2024
Hypothetical Price Increase of 10%Hypothetical Price Decrease of 10%
Derivative asset (liability) - Crude Oil$— $(15)$12 
Derivative asset (liability) - Natural Gas (5)
Total $$(20)$19 
Interest Rate Risk
At June 30, 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 June 30, 2024, we had no outstanding balance under our Revolving Credit Facility and $325 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 annual interest expense by approximately $3 million. Actual results may vary due to changes in the amount of floating rate debt outstanding.
At June 30, 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 June 30, 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 June 30, 2024:     
(In millions)
Fair Value at
June 30, 2024
Hypothetical Interest Rate Increase of 10%Hypothetical Interest Rate Decrease of 10%
Interest rate asset - designated as cash flow hedges$18 $21 $16 
Item 4. Controls and Procedures
An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. As of the end of the period covered by this Report based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective as of June 30, 2024.
During the second quarter 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
Notices of Violation
We received Notices of Violation (“NOVs”) from the Environmental Protection Agency (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. On July 10, 2024, we entered into a consent decree with the EPA and Department of Justice to fully resolve this matter. The consent decree is subject to a 30-day public comment period before it may be considered for entry by the court. The consent decree will require the completion of mitigation projects, implementation of specific injunctive relief, and payment of a $65 million civil penalty with substantially all of that civil penalty accrued in our previously filed quarterly report for the period ending March 31, 2024. In 2022, we began early implementation of the injunctive requirements associated with likely settlement terms and are scheduled to complete this work in 2025. The total cost associated with the injunctive relief is estimated to be approximately $177 million, but over 70% of that cost has been incurred or included in the previously announced 2024 capital budget with the remaining amount to be spent by the end of 2025. The consent decree sets forth a detailed compliance schedule with deadlines for achievement of milestones through at least 2026. The consent decree further contains requirements for ongoing permitting, inspection and monitoring, maintenance, auditing, and reporting. Findings from such inspection, monitoring and auditing activities may result in decisions to temporarily shut in or reduce production from certain wells and facilities.
We have cooperated fully with the EPA, including collecting and sharing extensive data to resolve this matter. The vast majority of emission reductions are being achieved by Marathon Oil’s voluntary commitment to incorporate industry-leading technologies, like our new lowest emitting automated facilities (LEAF). We do not admit liability regarding any of the allegations in the complaint associated with the consent decree and elected to resolve the allegations in a negotiated settlement rather than litigation. We do not believe that the mitigation expenditures, penalties, and injunctive relief that resulted from this settlement will have a material adverse effect on either our business or operations or the previously announced Merger Agreement with ConocoPhillips.
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. As previously disclosed, we have been in discussions with the EPA to resolve these matters. In order to fully resolve these matters, effective July 25, 2024, we entered into a consent agreement with the EPA pursuant to which we agreed to pay a civil penalty in the amount of $265,000. We do not believe that any penalty or corrective action expenditures that may result from this matter will have a material adverse effect on our financial position, results of operation or cash flows.
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
Due to the proposed Merger with ConocoPhillips, there have been material changes to the risk factors included under Part I, Item 1A of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023. For a complete discussion of Marathon Oil’s risk factors, refer to the section entitled Risk Factors in Part I, Item 1A Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023 and the following risk factors:
Failure to complete the Merger could negatively impact the price of shares of Marathon Oil common stock, as well as Marathon Oil’s future businesses and financial results.
The Merger Agreement contains a number of conditions that must be satisfied or waived prior to the completion of the Merger. There can be no assurance that all of the conditions to the completion of the Merger will be so satisfied or waived. If these conditions are not satisfied or waived, ConocoPhillips and Marathon Oil will be unable to complete the Merger. If the Merger is not completed for any reason, including the failure to receive the required approval of the Marathon Oil stockholders, Marathon Oil’s business and financial results may be adversely affected, including as follows:
Marathon Oil may experience negative reactions from the financial markets, including negative impacts on the market price of Marathon Oil common stock;
the manner in which industry contacts, business partners and other third parties perceive Marathon Oil may be negatively impacted, which in turn could affect Marathon Oil’s marketing operations or its ability to compete for new business or obtain renewals in the marketplace more broadly;
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Marathon Oil may experience negative reactions from employees; and
Marathon Oil will have expended time and resources that could otherwise have been spent on its existing business and the pursuit of other opportunities that could have been beneficial to the company, and Marathon Oil’s ongoing business and financial results may be adversely affected.
In addition to the above risks, if the Merger Agreement is terminated and the Marathon Oil board seeks an alternative transaction, Marathon Oil’s stockholders cannot be certain that Marathon Oil will be able to find a party willing to engage in a transaction on more attractive terms than the Merger. If the Merger Agreement is terminated under specified circumstances, Marathon Oil may be required to pay ConocoPhillips a termination fee of up to $557 million.
ConocoPhillips and Marathon Oil will be subject to business uncertainties while the Merger is pending, which could adversely affect their respective businesses.
Uncertainty about the effect of the Merger on employees, industry contacts and business partners may have an adverse effect on ConocoPhillips and Marathon Oil. These uncertainties may impair ConocoPhillips’ and Marathon Oil’s ability to attract, retain and motivate key personnel until the Merger is completed and for a period of time thereafter and could cause industry contacts, business partners and others that deal with ConocoPhillips and Marathon Oil to seek to change their existing business relationships with ConocoPhillips and Marathon Oil, respectively. Employee retention at Marathon Oil may be particularly challenging during the pendency of the Merger, as employees may experience uncertainty about their roles with ConocoPhillips following the Merger. In addition, the Merger Agreement restricts Marathon Oil from entering into certain corporate transactions and taking other specified actions without the consent of ConocoPhillips, and generally requires each party to continue its operations in the ordinary course, until completion of the Merger. These restrictions may prevent ConocoPhillips and Marathon Oil from pursuing attractive business opportunities that may arise prior to the completion of the Merger. The foregoing may negatively affect the businesses, operations and financial results of each party during the pendency of the Merger and may continue to affect the combined company following the completion of the Merger.
Even if ConocoPhillips and Marathon Oil complete the Merger, the combined company may fail to realize all of the anticipated benefits of the Merger.
The success of the Merger will depend, in part, on the combined company’s ability to realize the anticipated benefits and cost savings from combining ConocoPhillips’ and Marathon Oil’s businesses, including operational and other synergies. The anticipated benefits and cost savings of the Merger may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that ConocoPhillips and Marathon Oil do not currently foresee. Some of the assumptions that ConocoPhillips has made, such as the achievement of operating synergies, may not be realized. The integration process may, for each of ConocoPhillips and Marathon Oil, result in the loss of key employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies. There could be potential unknown liabilities and unforeseen expenses associated with the Merger that were not discovered in the course of performing due diligence. The foregoing may negatively affect the combined company’s ongoing business, operations and financial results following the completion of the Merger.
Uncertainties associated with the Merger may cause a loss of management personnel and other key employees, which could adversely affect the future business and operations of the combined company.
ConocoPhillips and Marathon Oil are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. Each company’s success until the Merger and the combined company’s success after the Merger will depend in part upon the ability of ConocoPhillips and Marathon Oil to retain key management personnel and other key employees. Current and prospective employees of ConocoPhillips and Marathon Oil may experience uncertainty about their roles within the combined company following the Merger, which may have an adverse effect on the ability of each of ConocoPhillips and Marathon Oil to attract or retain key management and other key personnel. Accordingly, no assurance can be given that the combined company will be able to attract or retain key management personnel and other key employees of ConocoPhillips and Marathon Oil to the same extent that ConocoPhillips and Marathon Oil have previously been able to attract or retain their own employees.
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The integration of Marathon Oil into ConocoPhillips may not be as successful as anticipated.
The Merger involves numerous operational, strategic, financial, accounting, legal, tax and other risks, potential liabilities associated with the acquired businesses, and uncertainties related to design, operation and integration of Marathon Oil’s internal control over financial reporting. Difficulties in integrating Marathon Oil into ConocoPhillips may result in Marathon Oil performing differently than expected, in operational challenges or in the failure to realize anticipated expense-related efficiencies. ConocoPhillips’ and Marathon Oil’s existing businesses could also be negatively impacted by the Merger. Potential difficulties that may be encountered in the integration process include, among other factors:
the inability to successfully integrate the businesses of Marathon Oil into ConocoPhillips in a manner that permits ConocoPhillips to achieve the full revenue and cost savings anticipated from the Merger;
complexities associated with managing the larger, more complex, integrated business;
not realizing anticipated operating synergies;
integrating personnel from the two companies and the loss of key employees;
potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the Merger;
integrating relationships with industry contacts and business partners;
performance shortfalls at one or both of the companies as a result of the diversion of management’s attention caused by completing the Merger and integrating Marathon Oil’s operations into ConocoPhillips; and
the disruption of, or the loss of momentum in, each company’s ongoing business or inconsistencies in standards, controls, procedures and policies.
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 June 30, 2024, of equity securities that are registered by Marathon Oil pursuant to Section 12 of the Securities Exchange Act of 1934:
PeriodTotal 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)
04/01/2024 - 04/30/20243,668,617 $28.54 3,668,617 $1,916,404,500 
05/01/2024 - 05/31/20244,740,559 26.48 4,740,559 1,790,854,737 
06/01/2024 - 06/30/2024— — — 1,790,854,737 
Total8,409,176 $27.38 8,409,176 
(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 June 30, 2024, we have approximately $1.8 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 June 30, 2024, were held as treasury stock.

Upon the announcement of the Merger Agreement, we suspended our stock repurchase activity as we are subject to certain restrictions to our ability to repurchase, redeem or otherwise acquire our capital stock.
Item 5. Other Information
During the three months ended June 30, 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.
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Item 6. Exhibits
  Incorporated by Reference
(File No. 001-05153, unless otherwise indicated)
Exhibit NumberExhibit DescriptionFormExhibitFiling Date
2.18-K2.15/29/2024
3.18-K3.16/1/2018
3.28-K/A3.110/30/2023
3.310-K3.32/28/2014
4.110-K4.22/28/2014
31.1*
31.2*
32.1**
32.2**
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.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
August 8, 2024MARATHON OIL CORPORATION
  
 
By:
/s/ Zach B. Dailey
 Zach B. Dailey
 Vice President, Controller and Chief Accounting Officer
(Duly Authorized Officer)
47
Exhibit 31.1 


MARATHON OIL CORPORATION 

CERTIFICATION PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, Lee M. Tillman, certify that: 

1.I have reviewed this report on Form 10-Q of Marathon Oil Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:August 8, 2024/s/ Lee M. Tillman
Lee M. Tillman
Chairman, President and Chief Executive Officer

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:August 8, 2024/s/ Rob L. White
 Rob L. White
 Executive Vice President and Chief Financial Officer

Exhibit 32.1



CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


    In connection with the Quarterly Report of Marathon Oil Corporation (the “Company”) on Form 10-Q for the period ending June 30, 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.
August 8, 2024/s/ Lee M. Tillman
Lee M. Tillman
Chairman, President and Chief Executive Officer

Exhibit 32.2



CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

    
    In connection with the Quarterly Report of Marathon Oil Corporation (the “Company”) on Form 10-Q for the period ending June 30, 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.
August 8, 2024/s/ Rob L. White
Rob L. White
Executive Vice President and Chief Financial Officer

v3.24.2.u1
Cover - shares
6 Months Ended
Jun. 30, 2024
Jul. 31, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 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 $1.00  
Trading Symbol MRO  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   559,383,423
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2024  
Amendment Flag false  
Entity Central Index Key 0000101778  
Current Fiscal Year End Date --12-31  
v3.24.2.u1
Consolidated Statements of Income (Unaudited) - USD ($)
shares in Millions, $ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenues and other income:        
Revenues from contracts with customers $ 1,666 $ 1,484 $ 3,204 $ 3,051
Net gain (loss) on commodity derivatives 1 3 (23) 18
Income from equity method investments 26 22 65 102
Net gain on disposal of assets 10 0 10 5
Other income 4 4 2 17
Total revenues and other income 1,707 1,513 3,258 3,193
Costs and expenses:        
Production 216 214 437 415
Shipping, handling and other operating, including related party of $12, $0, $27 and $0 175 161 344 323
Exploration 14 11 21 26
Depreciation, depletion and amortization 577 559 1,101 1,079
Taxes other than income 103 43 199 138
General and administrative 99 71 185 153
Total costs and expenses 1,184 1,059 2,287 2,134
Income from operations 523 454 971 1,059
Net interest and other (80) (92) (149) (174)
Other net periodic benefit credits 2 3 5 6
Income before income taxes 445 365 827 891
Provision for income taxes 96 78 181 187
Net income $ 349 $ 287 $ 646 $ 704
Net income per share:        
Basic (in dollars per share) $ 0.62 $ 0.47 $ 1.13 $ 1.13
Diluted (in dollars per share) $ 0.62 $ 0.47 $ 1.13 $ 1.13
Weighted average common shares outstanding:        
Basic (in shares) 566 614 573 622
Diluted (in shares) 567 615 574 623
v3.24.2.u1
Consolidated Statements of Income (Unaudited) (Parenthetical) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Shipping, handling and other operating, including related party $ 175 $ 161 $ 344 $ 323
Related Party        
Shipping, handling and other operating, including related party $ 12 $ 0 $ 27 $ 0
v3.24.2.u1
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net income $ 349 $ 287 $ 646 $ 704
Other comprehensive loss, net of tax        
Postretirement and postemployment plans (2) (8) (6) (13)
Change in derivative hedges unrecognized gain (loss) (1) 3 1 1
Other comprehensive loss (3) (5) (5) (12)
Comprehensive income $ 346 $ 282 $ 641 $ 692
v3.24.2.u1
Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 77 $ 155
Receivables, net 1,340 1,152
Inventories 161 186
Other current assets 41 76
Total current assets 1,619 1,569
Equity method investments 421 433
Property, plant and equipment, net of accumulated depreciation, depletion and amortization of $26,982 and $25,914 17,387 17,213
Other noncurrent assets 313 360
Total assets 19,740 19,575
Current liabilities:    
Accounts payable 1,564 1,364
Commercial paper 325 450
Payroll and benefits payable 71 70
Accrued taxes 151 126
Other current liabilities 319 312
Long-term debt due within one year 400 1,600
Total current liabilities 2,830 3,922
Long-term debt 4,572 3,378
Deferred tax liabilities 477 419
Defined benefit postretirement plan obligations 94 93
Asset retirement obligations 336 326
Deferred credits and other liabilities 225 232
Total liabilities 8,534 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 June 30, 2024 and December 31, 2023) 937 937
Held in treasury, at cost – 378 million shares and 360 million shares (9,434) (8,952)
Additional paid-in capital 7,141 7,172
Retained earnings 12,485 11,966
Accumulated other comprehensive income 77 82
Total stockholders’ equity 11,206 11,205
Total liabilities and stockholders’ equity $ 19,740 $ 19,575
v3.24.2.u1
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Property, plant and equipment, accumulated depreciation $ 26,982 $ 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) 378,000,000 360,000,000
v3.24.2.u1
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Operating activities:    
Net income $ 646 $ 704
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation, depletion and amortization 1,101 1,079
Exploratory dry well costs and unproved property impairments 18 24
Net gain on disposal of assets (10) (5)
Deferred income taxes 59 155
Unrealized loss on derivative instruments, net 23 2
Pension and other post retirement benefits, net (7) (11)
Stock-based compensation 24 21
Equity method investments, net 10 113
Changes in:    
Current receivables (185) (158)
Inventories 24 (11)
Current accounts payable and accrued liabilities 107 37
Other current assets and liabilities 10 10
All other operating, net 25 (19)
Net cash provided by operating activities 1,845 1,941
Investing activities:    
Capital expenditures (1,268) (1,224)
Change in capital accrual 136 58
Acquisitions, net of cash acquired (4) 9
Disposal of assets, net of cash transferred to the buyer 11 (1)
Equity method investments - return of capital 2 34
All other investing, net 0 (1)
Net cash used in investing activities (1,123) (1,125)
Financing activities:    
Borrowings 1,200 200
Debt repayments (1,200) (270)
Proceeds from revolving credit facility 50 980
Repayments of revolving credit facility (50) (980)
Repayments of commercial paper borrowings, net (125) 0
Shares repurchased under buyback programs (516) (706)
Dividends paid (127) (125)
Withholding tax on stock-based incentive awards (18) (30)
All other financing, net (14) (4)
Net cash used in financing activities (800) (935)
Net decrease in cash and cash equivalents (78) (119)
Cash and cash equivalents at beginning of period 155 334
Cash and cash equivalents at end of period $ 77 $ 215
v3.24.2.u1
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, 2022 11,397 0 937 (7,512) 7,203 10,663 106
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net income 704            
Other comprehensive loss (12)            
Ending balance at Jun. 30, 2023 11,244 0 937 (8,188) 7,159 11,242 94
Beginning balance at Mar. 31, 2023 11,388 0 937 (7,814) 7,149 11,017 99
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Shares repurchased under buyback programs (372)     (372)      
Excise tax on shares repurchased (3)     (3)      
Stock-based compensation 11     1 10    
Net income 287         287  
Other comprehensive loss (5)           (5)
Dividends paid (62)         (62)  
Ending balance at Jun. 30, 2023 11,244 0 937 (8,188) 7,159 11,242 94
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
Beginning balance at Dec. 31, 2023 11,205 0 937 (8,952) 7,172 11,966 82
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net income 646            
Other comprehensive loss (5)            
Ending balance at Jun. 30, 2024 11,206 0 937 (9,434) 7,141 12,485 77
Beginning balance at Mar. 31, 2024 11,144 0 937 (9,201) 7,129 12,199 80
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Shares repurchased under buyback programs (231)     (231)      
Excise tax on shares repurchased (3)     (3)      
Stock-based compensation 13     1 12    
Net income 349         349  
Other comprehensive loss (3)           (3)
Dividends paid (63)         (63)  
Ending balance at Jun. 30, 2024 $ 11,206 $ 0 $ 937 $ (9,434) $ 7,141 $ 12,485 $ 77
v3.24.2.u1
Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Statement of Stockholders' Equity [Abstract]            
Dividends paid (in dollars per share) $ 0.11 $ 0.11 $ 0.10 $ 0.10 $ 0.22 $ 0.20
v3.24.2.u1
Organization and Basis of Presentation
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Basis of Presentation Organization and Basis of Presentation
We are an independent oil and gas exploration and production company with a focus 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.
Proposed Merger with ConocoPhillips
On May 28, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with ConocoPhillips, a Delaware corporation (“ConocoPhillips”), and Puma Merger Sub Corp., a wholly owned subsidiary of ConocoPhillips (“Merger Sub”). The Merger Agreement provides that, among other things and subject to the terms and conditions of the Merger Agreement, Merger Sub be merged with and into Marathon Oil (the “Merger”), with Marathon Oil surviving and continuing as the surviving corporation in the Merger as a direct, wholly owned subsidiary of ConocoPhillips. Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each of our outstanding shares of common stock (other than certain Excluded Shares and Converted Shares, each as defined in the Merger Agreement) will be converted to the right to receive 0.2550 (the “Exchange Ratio”) shares of ConocoPhillips common stock (the “Merger Consideration”). The Merger Agreement also contains certain customary termination rights of each of Marathon Oil and ConocoPhillips, and under certain circumstances, a termination fee would be payable by us. The Merger is expected to close late in the fourth quarter of 2024, subject to shareholder and regulatory approvals and other customary closing conditions; however, no assurance can be given as to when, or if, the Merger will occur. See Item 1A. Risk Factors for a discussion of the risks related to the Merger and Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations for additional details relating to the Merger.
In association with the Merger, we have incurred $10 million of transaction costs recorded as general and administrative expense in the consolidated statements of income for the three and six months ended June 30, 2024, and expect to incur additional costs as the Merger progresses. Transaction costs consist primarily of third party legal and banking fees.
The above description of the Merger Agreement and the transactions contemplated thereby, including certain referenced terms, is a summary of certain principal terms and conditions contained in the Merger Agreement.
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 second quarter and first six months of 2024 are not necessarily indicative of the results to be expected for the full year.
v3.24.2.u1
Accounting Standards
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Accounting Standards Accounting Standards
Accounting Standards Updates Adopted
No accounting standards were adopted during the first six months of 2024 that had a material impact on our consolidated financial statements.
Accounting Standards Updates Not Yet Adopted
In November 2023, the FASB issued a new accounting standards update to improve the disclosures around a public entity’s reportable segments. The standard requires disclosure of significant segment expenses included within each reported measure of segment profit or loss. This standard is effective for annual reporting periods beginning after December 15, 2023, and interim reporting periods within annual reporting periods beginning after December 15, 2024, with early adoption permitted. The standard is effective for us in the 2024 annual reporting period and will be applied retrospectively to all prior periods presented in the financial statements. This standard only modifies disclosure requirements; as such, there will be no impact on our consolidated results of operations, financial position or cash flows.
In December 2023, the FASB issued a new accounting standards update to improve income tax disclosures primarily related to the rate reconciliation and income taxes paid. The standard requires consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid by jurisdiction. The standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. This standard is effective for us in the 2025 annual reporting period and will be applied retrospectively to all prior periods presented in the financial statements. The standard only modifies disclosure requirements; as such, there will be no impact on our consolidated results of operations, financial position or cash flows.
There were no other issued but pending accounting standards expected to have a material impact on our consolidated financial statements.
v3.24.2.u1
Income and Dividends per Common Share
6 Months Ended
Jun. 30, 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 an immaterial number of antidilutive stock options for the three months ended June 30, 2024 and exclude 1 million of antidilutive stock options for the six months ended June 30, 2024. In addition, the per share calculations below exclude 1 million of antidilutive stock options for the three months and six months ended June 30, 2023:
Three Months Ended June 30,Six Months Ended June 30,
(In millions, except per share data)2024202320242023
Net income$349 $287 $646 $704 
Weighted average common shares outstanding566 614 573 622 
Effect of dilutive securities
Weighted average common shares, diluted567 615 574 623 
Net income per share:
Basic $0.62 $0.47 $1.13 $1.13 
Diluted$0.62 $0.47 $1.13 $1.13 
Dividends per share$0.11 $0.10 $0.22 $0.20 

Under the Merger Agreement, we are subject to restrictions that prevent us from increasing our quarterly dividend in excess of $0.11 per share.
v3.24.2.u1
Revenues
6 Months Ended
Jun. 30, 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 June 30, 2024 and December 31, 2023, receivables from contracts with customers, included in receivables, net, were $1.0 billion and $886 million, respectively.
The following tables present our revenues from contracts with customers disaggregated by product type and geographic areas for the three and six months ended June 30:
United States
Three Months Ended June 30, 2024
(In millions)Eagle FordBakkenPermianOklahomaOther U.S.Total
Crude oil and condensate$582 $482 $191 $49 $12 $1,316 
NGLs67 45 21 30 — 163 
Natural gas31 11 21 — 65 
Other— — — 
Revenues from contracts with customers$682 $538 $214 $100 $17 $1,551 
Three Months Ended June 30, 2023
(In millions)Eagle FordBakkenPermianOklahomaOther U.S.Total
Crude oil and condensate$524 $456 $141 $63 $11 $1,195 
NGLs64 41 18 33 — 156 
Natural gas 37 14 28 — 86 
Other— — — 
Revenues from contracts with customers$626 $511 $166 $124 $13 $1,440 
Six Months Ended June 30, 2024
(In millions)Eagle FordBakkenPermianOklahomaOther U.S.Total
Crude oil and condensate$1,021 $947 $390 $114 $24 $2,496 
NGLs125 86 41 62 — 314 
Natural gas64 27 50 151 
Other— — — 12 
Revenues from contracts with customers$1,213 $1,060 $440 $226 $34 $2,973 

Six Months Ended June 30, 2023
(In millions)Eagle FordBakkenPermianOklahomaOther U.S.Total
Crude oil and condensate$1,019 $887 $311 $141 $22 $2,380 
NGLs135 78 40 72 — 325 
Natural gas93 49 18 64 225 
Other— — — 10 13 
Revenues from contracts with customers$1,250 $1,014 $369 $277 $33 $2,943 
International (E.G.)
Three Months Ended June 30,Six Months Ended June 30,
(In millions)2024202320242023
Crude oil and condensate$28 $39 $89 $96 
NGLs— — 
Natural gas, sold as gas
Natural gas, sold as LNG84 — 135 — 
Natural gas, total86 139 
Other
Revenues from contracts with customers$115 $44 $231 $108 
v3.24.2.u1
Segment Information
6 Months Ended
Jun. 30, 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 June 30, 2024
(In millions)U.S.Int’l Not Allocated to SegmentsTotal
Revenues from contracts with customers$1,551 $115 $— $1,666 
Net gain on commodity derivatives— — 
(b)
Income from equity method investments— 26 — 26 
Net gain on disposal of assets— — 10 
(c)
10 
Other income
Less costs and expenses:
Production198 18 — 216 
Shipping, handling and other operating, including related party155 13 

175 
Exploration10 — 14 
Depreciation, depletion and amortization562 10 577 
Taxes other than income103 — — 103 
General and administrative41 54 
(d)
99 
Net interest and other— — 80 80 
Other net periodic benefit credits— — (2)

(2)
Income tax provision (benefit)104 19 (27)96 
Segment income (loss)$379 $79 $(109)$349 
Total assets$18,766 $849 $125 $19,740 
Capital expenditures(a)
$660 $$$665 
(a)Includes accruals and excludes acquisitions.
(b)Unrealized gain on commodity derivative instruments (See Note 8).
(c)Pertains to a gain from the sale of a legacy royalty interest in the state of California.
(d)Includes $10 million of transaction costs associated with the Merger with ConocoPhillips (See Note 1).
 Three Months Ended June 30, 2023
(In millions)U.S.Int’l Not Allocated to SegmentsTotal
Revenues from contracts with customers$1,440 $44 $— $1,484 
Net gain (loss) on commodity derivatives— (4)
(c)
Income from equity method investments— 22 — 22 
Other income— 
Less costs and expenses:
Production191 23 — 214 
Shipping, handling and other operating, including related party161 — — 161 
Exploration— 11 
Depreciation, depletion and amortization547 10 559 
Taxes other than income43 
(b)
— — 43 
General and administrative31 37 

71 
Net interest and other— — 92 92 
Other net periodic benefit credits— — (3)(3)
Income tax provision (benefit)104 (29)78 
Segment income (loss)$365 $30 $(108)$287 
Total assets$18,761 $1,006 $152 $19,919 
Capital expenditures(a)
$620 $— $$623 
(a)Includes accruals and excludes acquisitions.
(b)Includes a nonrecurring Eagle Ford severance tax refund of $47 million related to prior years.
(c)Unrealized loss on commodity derivative instruments (See Note 8).
 Six Months Ended June 30, 2024
(In millions)U.S.Int’l Not Allocated to SegmentsTotal
Revenues from contracts with customers$2,973 $231 $— $3,204 
Net loss on commodity derivatives— — (23)
(b)
(23)
Income from equity method investments— 65 — 65 
Net gain on disposal of assets— — 10 
(c)
10 
Other income (expense)(3)
Less costs and expenses:
Production399 38 — 437 
Shipping, handling and other operating, including related party304 30 10 344 
Exploration17 — 21 
Depreciation, depletion and amortization1,062 20 19 1,101 
Taxes other than income199 — — 199 
General and administrative79 99 
(d)
185 
Net interest and other— — 149 

149 
Other net periodic benefit credits— — (5)(5)
Income tax provision (benefit)197 43 (59)

181 
Segment income (loss)$713 $161 $(228)$646 
Total assets$18,766 $849 $125 $19,740 
Capital expenditures(a)
$1,258 $$$1,268 
(a)Includes accruals and excludes acquisitions.
(b)Unrealized loss on commodity derivative instruments (See Note 8).
(c)Pertains to a gain from the sale of a legacy royalty interest in the state of California.
(d)Includes $10 million of transaction costs associated with the Merger with ConocoPhillips (See Note 1).
Six Months Ended June 30, 2023
(In millions)U.S.Int’lNot Allocated to SegmentsTotal
Revenue from contracts with customers$2,943 $108 $— $3,051 
Net gain (loss) on commodity derivatives20 — (2)
(c)
18 
Income from equity method investments— 102 — 

102 
Net gain on disposal of assets— — 
Other income12 17 
Less costs and expenses:
Production369 46 — 415 
Shipping, handling and other operating, including related party320 — 323 
Exploration11 — 15 
(d)
26 
Depreciation, depletion and amortization1,052 22 1,079 
Taxes other than income140 
(b)
— (2)138 
General and administrative66 81 153 
Net interest and other— — 174 174 
Other net periodic benefit credits— — (6)(6)
Income tax provision (benefit)227 18 (58)187 
Segment income (loss)$790 $119 $(205)$704 
Total assets$18,761 $1,006 $152 $19,919 
Capital expenditures(a)
$1,217 $$$1,224 
(a)Includes accruals and excludes acquisitions.
(b)Includes a nonrecurring Eagle Ford severance tax refund of $47 million related to prior years.
(c)Unrealized loss on commodity derivative instruments (See Note 8).
(d)Includes $10 million of dry well expense associated with wells in Permian.
v3.24.2.u1
Income Taxes
6 Months Ended
Jun. 30, 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 and six months ended June 30, 2024 and 2023, our effective income tax rates were as follows:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Effective income tax rate22 %21 %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.
v3.24.2.u1
Debt
6 Months Ended
Jun. 30, 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 plus cash on hand (see Debt Issuance below).

Revolving Credit Facility and Commercial Paper Program
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 June 30, 2024, we had no outstanding borrowings under our Revolving Credit Facility.
The Revolving Credit Facility includes a covenant requiring our total debt to total capitalization ratio, as defined in the credit agreement, 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 June 30, 2024, we were in compliance with this covenant.
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 June 30, 2024, we had $325 million of outstanding commercial paper maturing at various dates with a weighted average interest rate of 5.87%.
Under the Merger Agreement, we are permitted to borrow under our commercial paper program or Revolving Credit Facility, an aggregate amount not to exceed $1.5 billion outstanding.
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 approximately $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 June 30, 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 (see Debt Remarketing below).
Refer to our 2023 Annual Report on Form 10-K for a listing of our long-term debt maturities. Under the Merger Agreement, we are subject to restrictions and limitations that prevent us from incurring additional debt, or redeeming all or a portion of our existing outstanding debt, except permitted borrowings under our commercial paper program or Revolving Credit Facility (see Revolving Credit Facility and Commercial Paper Program above).
Debt Remarketing
In April 2023, we closed a $200 million remarketing to investors of sub-series 2017A-1 bonds that are part of the $1 billion St. John the Baptist Parish, State of Louisiana revenue refunding bonds Series 2017. The bonds are subject to an interest rate of 4.05% and a mandatory purchase date of July 1, 2026. The repayment and new borrowing associated with the remarketed bonds are presented separately within Debt repayments and Borrowings, respectively, within the Consolidated Statements of Cash Flows.
As a subsequent event, on July 1, 2024, using short-term borrowings, we purchased $200 million of our outstanding sub-series 2017 A-2 bonds and $200 million of our outstanding sub-series 2017 B-1 bonds that are part of the $1.0 billion Parish of St. John The Baptist, State of Louisiana Revenue Refunding Bonds (Marathon Oil Corporation Project) Series 2017. The $400 million of bonds due 2037 were purchased on their mandatory put date of July 1, 2024, for our own account and are subject to an interest rate of 4.125%. We have the right, subject to the consent of ConocoPhillips, to convert and remarket these bonds to the public at any time up to their June 1, 2037 maturity date.
v3.24.2.u1
Derivatives
6 Months Ended
Jun. 30, 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. Under the Merger Agreement, we are subject to limitations on our ability to enter into new derivative transactions.
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:
June 30, 2024
(In millions)AssetLiabilityNet AssetBalance Sheet Location
Not Designated as Hedges
Commodity$$— $Other current assets
Total Not Designated as Hedges$$— $
Cash Flow Hedges
Interest Rate$$— $Other current assets
Interest Rate— Other noncurrent assets
Total Designated Hedges$18 $— $18 
Total$19 $— $19 
December 31, 2023
(In millions)AssetLiabilityNet AssetBalance Sheet Location
Not Designated as Hedges
Commodity$24 $— $24 Other current assets
Total Not Designated as Hedges$24 $— $24 
Cash Flow Hedges
Interest Rate$$— $Other current assets
Interest Rate— Other noncurrent assets
Total Designated Hedges$18 $— $18 
Total$42 $— $42 
Derivatives Not Designated as Hedges
Commodity Derivatives
We have entered into crude oil and natural gas derivatives indexed to their respective indices as noted in the table below, related to a portion of our forecasted U.S. sales through 2025. These derivatives are three-way collars and two-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. Two-way collars only consists of a sold call (ceiling) and a purchased put (floor). These crude oil and natural gas derivatives were not designated as hedges.
The following table sets forth outstanding derivative contracts as of June 30, 2024, and the weighted average prices for those contracts:
20242025
Third QuarterFourth QuarterFirst QuarterSecond QuarterThird QuarterFourth Quarter
Crude Oil
NYMEX WTI Three-Way Collars
Volume (Bbls/day)50,000 50,000 — — — — 
Weighted average price per Bbl:
Ceiling$95.95 $95.95 $— $— $— $— 
Floor$65.00 $65.00 $— $— $— $— 
Sold put$50.00 $50.00 $— $— $— $— 
Natural Gas
Henry Hub Two-Way Collars
Volume (MMBtu/day)— — 150,000 150,000 150,000 150,000 
Weighted average price per MMBtu:
Ceiling$— $— $5.85 $5.85 $5.85 $5.85 
Floor$— $— $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 June 30,Six Months Ended June 30,
(In millions)2024202320242023
Unrealized gain (loss) on derivative instruments, net$$(4)$(23)$(2)
Realized gain on derivative instruments, net(a)
$— $$— $20 
(a)During the second quarter and first six months of 2024, we had no settled derivative positions. During the second quarter and first six months of 2023, net cash received for settled derivative positions was $7 million and $17 million, respectively.

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 June 30, 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 June 30, 2024 and December 31, 2023.
During the six months ended June 30, 2024, net cash received for the settled interest rate swap positions was $6 million. As of June 30, 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.
v3.24.2.u1
Fair Value Measurements
6 Months Ended
Jun. 30, 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 June 30, 2024 and December 31, 2023 by hierarchy level:
June 30, 2024
(In millions)Level 1Level 2Level 3Total
Derivative instruments, assets
Commodity(a)
$— $$— $
Interest rate - designated as cash flow hedges — 18 — 18 
Derivative instruments, assets$— $19 $— $19 
 December 31, 2023
(In millions)Level 1Level 2Level 3Total
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 June 30, 2024, our commodity derivatives include three-way collars and two-way collars. These instruments are measured at fair value using either a Black-Scholes or a modified Black-Scholes Model. For three-way collars and two-way collars, inputs to the models include commodity prices and implied volatility and are categorized as Level 2 because predominantly all assumptions and inputs are observable in active markets throughout the term of the instruments.
The forward starting interest rate swaps are measured at fair value with a market approach using actionable broker quotes, which are Level 2 inputs. See Note 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 June 30, 2024 and December 31, 2023:
June 30, 2024December 31, 2023
(In millions)Fair ValueCarrying AmountFair ValueCarrying Amount
Financial assets    
Other noncurrent assets$10 $30 $$27 
Total financial assets$10 $30 $$27 
Financial liabilities    
Other current liabilities$80 $126 $80 $126 
Long-term debt, including current portion(a)
5,050 4,996 4,961 4,997 
Deferred credits and other liabilities71 73 70 71 
Total financial liabilities$5,201 $5,195 $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.
v3.24.2.u1
Property, Plant and Equipment
6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment Property, Plant and Equipment
(In millions)June 30, 2024December 31, 2023
United States$17,097 $16,905 
International235 252 
Corporate55 56 
Net property, plant and equipment$17,387 $17,213 
As of June 30, 2024 and December 31, 2023, we had no exploratory well costs capitalized greater than one year related to suspended wells.
v3.24.2.u1
Asset Retirement Obligations
6 Months Ended
Jun. 30, 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:
June 30,
(In millions)20242023
Beginning balance as of January 1$340 $340 
Incurred liabilities, including acquisitions
Settled liabilities, including dispositions(7)(20)
Accretion expense (included in depreciation, depletion and amortization)
Revisions of estimates
Ending balance as of June 30, total
$348 $339 
Ending balance as of June 30, short-term
$12 $40 
v3.24.2.u1
Equity Method Investments
6 Months Ended
Jun. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Equity Method Investments Equity Method Investments
During the periods ended June 30, 2024 and December 31, 2023, our equity method investees were considered related parties. Our investments in our equity method investees are summarized in the following table:
(In millions)Ownership as of June 30, 2024June 30, 2024December 31, 2023
EG LNG (a)
56%$104 $118 
Alba Plant LLC (b)
52%151 153 
AMPCO (c)
45%166 162 
Total $421 $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 June 30,Six Months Ended June 30,
(In millions) 2024202320242023
Income data:
Revenues and other income$183 $183 $394 $489 
Income from operations58 43 159 202 
Net income$46 $30 $130 $164 
Revenues from related parties were $3 million and $5 million for the three and six months ended June 30, 2024, respectively, which primarily related to Alba Plant LLC and AMPCO. Revenues from related parties were $5 million and $11 million for the three and six months ended June 30, 2023, respectively, 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. Dividends and return of capital received by us totaled $77 million during the three and six months ended June 30, 2024 and $249 million during the three and six months ended June 30, 2023.
Current receivables from related parties were $36 million and $24 million at June 30, 2024 and December 31, 2023, respectively, which primarily related to EG LNG and Alba Plant LLC in both periods. Payables to related parties were $25 million and $6 million at June 30, 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 with an initial term expiring in 2024. On June 30, 2024, the lessee exercised an option to extend the lease through 2034. Lease payments are fixed for the entire duration of the agreement at approximately $6 million per year. Our lease income is reported in other income in our consolidated statements of income for all periods presented. The undiscounted cash flows to be received under this lease agreement are summarized below:
(In millions)Operating Lease Future Cash Receipts
2024$
2025
2026
2027
2028
Thereafter35 
Total undiscounted cash flows$63 
v3.24.2.u1
Stockholders' Equity
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Stockholders' Equity Stockholders’ Equity
Our Board of Directors has authorized a share repurchase program. During the first six months of 2024, we repurchased approximately 19 million shares of our common stock pursuant to the share repurchase program at a cost of $516 million. Our remaining share repurchase authorization was approximately $1.8 billion at June 30, 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.
Upon the announcement of the Merger Agreement, we suspended our stock repurchase activity as we are subject to certain restrictions to our ability to repurchase, redeem or otherwise acquire our capital stock.
v3.24.2.u1
Incentive Based Compensation
6 Months Ended
Jun. 30, 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 six months of 2024: 
 Stock OptionsRestricted Stock Units
Number of SharesWeighted Average Exercise PriceNumber of Shares & UnitsWeighted Average Grant Date Fair Value
Outstanding at December 31, 20231,004,304 $31.38 3,514,405 $22.07 
Granted— 

— 2,062,612 24.60 
Exercised/Vested(13,889)10.47 (1,663,913)19.18 
Canceled(649,764)33.78 (133,856)24.10 
Outstanding at June 30, 2024340,651 $27.64 3,779,248 $24.65 
In accordance with the Merger Agreement, each outstanding and vested Marathon Oil option award granted pursuant to the Marathon Oil stock plan will be canceled and converted into the right to receive a number of shares of ConocoPhillips common stock (rounded down to the nearest whole share) equal to the quotient of (i) the product of (A) the excess, if any, of the Merger Consideration Value (as defined below) over the per share exercise price, multiplied by (B) the number of shares of Marathon Oil common stock subject to such Marathon Oil option award immediately prior to the Effective Time, divided by (ii) the volume-weighted average price of the ConocoPhillips common stock for the five consecutive trading days ending two trading days prior to the closing date (the “Parent Closing Price”). Any Marathon Oil option award that has an exercise price per share that is equal to or greater than the Merger Consideration Value will be canceled for no consideration. The term “Merger Consideration Value” means the product of (x) the Exchange Ratio multiplied by (y) the Parent Closing Price.
At closing, restricted stock units will be canceled and converted into an award of ConocoPhillips common stock at the Exchange Ratio and will be subject to the same vesting conditions that existed prior to the closing of the Merger Agreement. Any restricted stock units held by non-employee directors of Marathon Oil will fully vest at closing and be converted, at the Exchange Ratio, into the right to receive ConocoPhillips common stock. Additionally, consummation of the Merger constitutes a change in control as defined under our 2019 Incentive Compensation Plan. After a change in control has occurred, restricted stock units granted to employees who are involuntarily separated, under certain conditions, will immediately vest as ConocoPhillips common stock.
Stock-based performance unit awards
During the first six 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 six months of 2024, we stock settled the units related to the 2021 grant. At June 30, 2024, there were 638,079 outstanding stock-based performance units to be settled in shares to officers.
During the first six 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 $28.89 as of June 30, 2024. During the first six months of 2024, we also cash settled the units related to the 2022 grant. At June 30, 2024, there were 471,036 units outstanding of the stock-based performance unit awards to be settled in cash to officers.
In accordance with the Merger Agreement, each stock-based performance unit that is outstanding immediately prior to closing will vest. Outstanding performance units were initially granted assuming a target payout; however, at closing, all outstanding performance units will vest at the maximum payout percentage of 200% of target.
v3.24.2.u1
Inventories
6 Months Ended
Jun. 30, 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)June 30, 2024December 31, 2023
Crude oil, NGLs and natural gas, including LNG$10 $14 
Supplies and other items151 172 
Inventories $161 $186 
v3.24.2.u1
Supplemental Cash Flow Information
6 Months Ended
Jun. 30, 2024
Supplemental Cash Flow Elements [Abstract]  
Supplemental Cash Flow Information Supplemental Cash Flow Information
 Six Months Ended June 30,
(In millions)20242023
Included in operating activities:   
Interest paid$127 $139 
Income taxes paid, net of refunds$59 $97 
Noncash investing activities:  
Increase in asset retirement costs$$12 
Other noncash investing activities include accrued capital expenditures for the six months ended June 30, 2024 and 2023 of $222 million and $169 million, respectively.
v3.24.2.u1
Commitments and Contingencies
6 Months Ended
Jun. 30, 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 June 30, 2024, we have a $123 million current liability in suspended royalty and working interest revenue, including interest, of which $104 million was included within accounts payable and $19 million related to accrued interest was included within other current liabilities on our consolidated balance sheet. Additionally, we have a long-term receivable of $29 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 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. On July 10, 2024, we entered into a consent decree with the EPA and Department of Justice to fully resolve this matter. The consent decree is subject to a 30-day public comment period before it may be considered for entry by the court. The consent decree will require the completion of mitigation projects, implementation of specific injunctive relief and payment of a $65 million civil penalty with substantially all of that civil penalty accrued in our previously filed quarterly report for the period ending March 31, 2024. In 2022, we began early implementation of the injunctive requirements associated with likely settlement terms and are scheduled to complete this work in 2025. The total cost associated with the injunctive relief is estimated to be approximately $177 million, but over 70% of that cost has been incurred or included in the previously announced 2024 capital budget with the remaining amount to be spent by the end of 2025. The consent decree sets forth a detailed compliance schedule with deadlines for achievement of milestones through at least 2026. The consent decree further contains requirements for ongoing permitting, inspection and monitoring, maintenance, auditing, and reporting. Findings from such inspection, monitoring and auditing activities may result in decisions to temporarily shut in or reduce production from certain wells and facilities.
We have cooperated fully with the EPA, including collecting and sharing extensive data to resolve this matter. The vast majority of emission reductions are being achieved by Marathon’s voluntary commitment to incorporate industry-leading technologies, like our new lowest emitting automated facilities (LEAF). We do not admit liability regarding any of the allegations in the complaint associated with the consent decree and elected to resolve the allegations in a negotiated settlement rather than litigation.
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. As previously disclosed, we have been in discussions with the EPA to resolve these matters. In order to fully resolve these matters, effective July 25, 2024, we entered into a consent agreement with the EPA pursuant to which we agreed to pay a civil penalty in the amount of $265,000. We do not believe that any penalty or corrective action expenditures that may result from this matter will have a material adverse effect on our financial position, results of operation or cash flows.
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 June 30, 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 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 $4 million as of June 30, 2024. Each of Equatorial Guinea LNG Operations, S.A. and Equatorial Guinea LNG Train 1, S.A. provided us with a pledge of its receivables as recourse against any payments we may make under the guaranty of Equatorial Guinea LNG Operations, S.A.’s performance.
v3.24.2.u1
Pay vs Performance Disclosure - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure            
Net income $ 349 $ 297 $ 287 $ 417 $ 646 $ 704
v3.24.2.u1
Insider Trading Arrangements
3 Months Ended
Jun. 30, 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
v3.24.2.u1
Organization and Basis of Presentation (Policies)
6 Months Ended
Jun. 30, 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 second quarter and first six months 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 during the first six months of 2024 that had a material impact on our consolidated financial statements.
Accounting Standards Updates Not Yet Adopted
In November 2023, the FASB issued a new accounting standards update to improve the disclosures around a public entity’s reportable segments. The standard requires disclosure of significant segment expenses included within each reported measure of segment profit or loss. This standard is effective for annual reporting periods beginning after December 15, 2023, and interim reporting periods within annual reporting periods beginning after December 15, 2024, with early adoption permitted. The standard is effective for us in the 2024 annual reporting period and will be applied retrospectively to all prior periods presented in the financial statements. This standard only modifies disclosure requirements; as such, there will be no impact on our consolidated results of operations, financial position or cash flows.
In December 2023, the FASB issued a new accounting standards update to improve income tax disclosures primarily related to the rate reconciliation and income taxes paid. The standard requires consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid by jurisdiction. The standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. This standard is effective for us in the 2025 annual reporting period and will be applied retrospectively to all prior periods presented in the financial statements. The standard only modifies disclosure requirements; as such, there will be no impact on our consolidated results of operations, financial position or cash flows.
There were no other issued but pending accounting standards expected to have a material impact on our consolidated financial statements.
v3.24.2.u1
Income and Dividends per Common Share (Tables)
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Income (Loss) Per Share, Basic and Diluted The per share calculations below exclude an immaterial number of antidilutive stock options for the three months ended June 30, 2024 and exclude 1 million of antidilutive stock options for the six months ended June 30, 2024. In addition, the per share calculations below exclude 1 million of antidilutive stock options for the three months and six months ended June 30, 2023:
Three Months Ended June 30,Six Months Ended June 30,
(In millions, except per share data)2024202320242023
Net income$349 $287 $646 $704 
Weighted average common shares outstanding566 614 573 622 
Effect of dilutive securities
Weighted average common shares, diluted567 615 574 623 
Net income per share:
Basic $0.62 $0.47 $1.13 $1.13 
Diluted$0.62 $0.47 $1.13 $1.13 
Dividends per share$0.11 $0.10 $0.22 $0.20 
v3.24.2.u1
Revenues (Tables)
6 Months Ended
Jun. 30, 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 and six months ended June 30:
United States
Three Months Ended June 30, 2024
(In millions)Eagle FordBakkenPermianOklahomaOther U.S.Total
Crude oil and condensate$582 $482 $191 $49 $12 $1,316 
NGLs67 45 21 30 — 163 
Natural gas31 11 21 — 65 
Other— — — 
Revenues from contracts with customers$682 $538 $214 $100 $17 $1,551 
Three Months Ended June 30, 2023
(In millions)Eagle FordBakkenPermianOklahomaOther U.S.Total
Crude oil and condensate$524 $456 $141 $63 $11 $1,195 
NGLs64 41 18 33 — 156 
Natural gas 37 14 28 — 86 
Other— — — 
Revenues from contracts with customers$626 $511 $166 $124 $13 $1,440 
Six Months Ended June 30, 2024
(In millions)Eagle FordBakkenPermianOklahomaOther U.S.Total
Crude oil and condensate$1,021 $947 $390 $114 $24 $2,496 
NGLs125 86 41 62 — 314 
Natural gas64 27 50 151 
Other— — — 12 
Revenues from contracts with customers$1,213 $1,060 $440 $226 $34 $2,973 

Six Months Ended June 30, 2023
(In millions)Eagle FordBakkenPermianOklahomaOther U.S.Total
Crude oil and condensate$1,019 $887 $311 $141 $22 $2,380 
NGLs135 78 40 72 — 325 
Natural gas93 49 18 64 225 
Other— — — 10 13 
Revenues from contracts with customers$1,250 $1,014 $369 $277 $33 $2,943 
International (E.G.)
Three Months Ended June 30,Six Months Ended June 30,
(In millions)2024202320242023
Crude oil and condensate$28 $39 $89 $96 
NGLs— — 
Natural gas, sold as gas
Natural gas, sold as LNG84 — 135 — 
Natural gas, total86 139 
Other
Revenues from contracts with customers$115 $44 $231 $108 
v3.24.2.u1
Segment Information (Tables)
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information
 Three Months Ended June 30, 2024
(In millions)U.S.Int’l Not Allocated to SegmentsTotal
Revenues from contracts with customers$1,551 $115 $— $1,666 
Net gain on commodity derivatives— — 
(b)
Income from equity method investments— 26 — 26 
Net gain on disposal of assets— — 10 
(c)
10 
Other income
Less costs and expenses:
Production198 18 — 216 
Shipping, handling and other operating, including related party155 13 

175 
Exploration10 — 14 
Depreciation, depletion and amortization562 10 577 
Taxes other than income103 — — 103 
General and administrative41 54 
(d)
99 
Net interest and other— — 80 80 
Other net periodic benefit credits— — (2)

(2)
Income tax provision (benefit)104 19 (27)96 
Segment income (loss)$379 $79 $(109)$349 
Total assets$18,766 $849 $125 $19,740 
Capital expenditures(a)
$660 $$$665 
(a)Includes accruals and excludes acquisitions.
(b)Unrealized gain on commodity derivative instruments (See Note 8).
(c)Pertains to a gain from the sale of a legacy royalty interest in the state of California.
(d)Includes $10 million of transaction costs associated with the Merger with ConocoPhillips (See Note 1).
 Three Months Ended June 30, 2023
(In millions)U.S.Int’l Not Allocated to SegmentsTotal
Revenues from contracts with customers$1,440 $44 $— $1,484 
Net gain (loss) on commodity derivatives— (4)
(c)
Income from equity method investments— 22 — 22 
Other income— 
Less costs and expenses:
Production191 23 — 214 
Shipping, handling and other operating, including related party161 — — 161 
Exploration— 11 
Depreciation, depletion and amortization547 10 559 
Taxes other than income43 
(b)
— — 43 
General and administrative31 37 

71 
Net interest and other— — 92 92 
Other net periodic benefit credits— — (3)(3)
Income tax provision (benefit)104 (29)78 
Segment income (loss)$365 $30 $(108)$287 
Total assets$18,761 $1,006 $152 $19,919 
Capital expenditures(a)
$620 $— $$623 
(a)Includes accruals and excludes acquisitions.
(b)Includes a nonrecurring Eagle Ford severance tax refund of $47 million related to prior years.
(c)Unrealized loss on commodity derivative instruments (See Note 8).
 Six Months Ended June 30, 2024
(In millions)U.S.Int’l Not Allocated to SegmentsTotal
Revenues from contracts with customers$2,973 $231 $— $3,204 
Net loss on commodity derivatives— — (23)
(b)
(23)
Income from equity method investments— 65 — 65 
Net gain on disposal of assets— — 10 
(c)
10 
Other income (expense)(3)
Less costs and expenses:
Production399 38 — 437 
Shipping, handling and other operating, including related party304 30 10 344 
Exploration17 — 21 
Depreciation, depletion and amortization1,062 20 19 1,101 
Taxes other than income199 — — 199 
General and administrative79 99 
(d)
185 
Net interest and other— — 149 

149 
Other net periodic benefit credits— — (5)(5)
Income tax provision (benefit)197 43 (59)

181 
Segment income (loss)$713 $161 $(228)$646 
Total assets$18,766 $849 $125 $19,740 
Capital expenditures(a)
$1,258 $$$1,268 
(a)Includes accruals and excludes acquisitions.
(b)Unrealized loss on commodity derivative instruments (See Note 8).
(c)Pertains to a gain from the sale of a legacy royalty interest in the state of California.
(d)Includes $10 million of transaction costs associated with the Merger with ConocoPhillips (See Note 1).
Six Months Ended June 30, 2023
(In millions)U.S.Int’lNot Allocated to SegmentsTotal
Revenue from contracts with customers$2,943 $108 $— $3,051 
Net gain (loss) on commodity derivatives20 — (2)
(c)
18 
Income from equity method investments— 102 — 

102 
Net gain on disposal of assets— — 
Other income12 17 
Less costs and expenses:
Production369 46 — 415 
Shipping, handling and other operating, including related party320 — 323 
Exploration11 — 15 
(d)
26 
Depreciation, depletion and amortization1,052 22 1,079 
Taxes other than income140 
(b)
— (2)138 
General and administrative66 81 153 
Net interest and other— — 174 174 
Other net periodic benefit credits— — (6)(6)
Income tax provision (benefit)227 18 (58)187 
Segment income (loss)$790 $119 $(205)$704 
Total assets$18,761 $1,006 $152 $19,919 
Capital expenditures(a)
$1,217 $$$1,224 
(a)Includes accruals and excludes acquisitions.
(b)Includes a nonrecurring Eagle Ford severance tax refund of $47 million related to prior years.
(c)Unrealized loss on commodity derivative instruments (See Note 8).
(d)Includes $10 million of dry well expense associated with wells in Permian.
v3.24.2.u1
Income Taxes (Tables)
6 Months Ended
Jun. 30, 2024
Income Tax Disclosure [Abstract]  
Schedule of Effective Income Tax Rate Reconciliation
For the three and six months ended June 30, 2024 and 2023, our effective income tax rates were as follows:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Effective income tax rate22 %21 %22 %21 %
v3.24.2.u1
Derivatives (Tables)
6 Months Ended
Jun. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Derivative Instruments in the Consolidated Balance Sheets
The following tables present the gross fair values of our open derivative instruments and the reported net amounts along with their locations in our consolidated balance sheets:
June 30, 2024
(In millions)AssetLiabilityNet AssetBalance Sheet Location
Not Designated as Hedges
Commodity$$— $Other current assets
Total Not Designated as Hedges$$— $
Cash Flow Hedges
Interest Rate$$— $Other current assets
Interest Rate— Other noncurrent assets
Total Designated Hedges$18 $— $18 
Total$19 $— $19 
December 31, 2023
(In millions)AssetLiabilityNet AssetBalance Sheet Location
Not Designated as Hedges
Commodity$24 $— $24 Other current assets
Total Not Designated as Hedges$24 $— $24 
Cash Flow Hedges
Interest Rate$$— $Other current assets
Interest Rate— Other noncurrent assets
Total Designated Hedges$18 $— $18 
Total$42 $— $42 
Schedule of Notional Amounts of Outstanding Derivative Positions
The following table sets forth outstanding derivative contracts as of June 30, 2024, and the weighted average prices for those contracts:
20242025
Third QuarterFourth QuarterFirst QuarterSecond QuarterThird QuarterFourth Quarter
Crude Oil
NYMEX WTI Three-Way Collars
Volume (Bbls/day)50,000 50,000 — — — — 
Weighted average price per Bbl:
Ceiling$95.95 $95.95 $— $— $— $— 
Floor$65.00 $65.00 $— $— $— $— 
Sold put$50.00 $50.00 $— $— $— $— 
Natural Gas
Henry Hub Two-Way Collars
Volume (MMBtu/day)— — 150,000 150,000 150,000 150,000 
Weighted average price per MMBtu:
Ceiling$— $— $5.85 $5.85 $5.85 $5.85 
Floor$— $— $2.50 $2.50 $2.50 $2.50 
Schedule of Unrealized Gain (Loss) and Realized Gain on Consolidated Statement of Income
The unrealized gain (loss) and realized gain impact of our commodity derivative instruments appears in the table below and is reflected in net gain (loss) on commodity derivatives in the consolidated statements of income:
Three Months Ended June 30,Six Months Ended June 30,
(In millions)2024202320242023
Unrealized gain (loss) on derivative instruments, net$$(4)$(23)$(2)
Realized gain on derivative instruments, net(a)
$— $$— $20 
(a)During the second quarter and first six months of 2024, we had no settled derivative positions. During the second quarter and first six months of 2023, net cash received for settled derivative positions was $7 million and $17 million, respectively.
v3.24.2.u1
Fair Value Measurements (Tables)
6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
The following tables present assets and liabilities accounted for at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 by hierarchy level:
June 30, 2024
(In millions)Level 1Level 2Level 3Total
Derivative instruments, assets
Commodity(a)
$— $$— $
Interest rate - designated as cash flow hedges — 18 — 18 
Derivative instruments, assets$— $19 $— $19 
 December 31, 2023
(In millions)Level 1Level 2Level 3Total
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 June 30, 2024 and December 31, 2023:
June 30, 2024December 31, 2023
(In millions)Fair ValueCarrying AmountFair ValueCarrying Amount
Financial assets    
Other noncurrent assets$10 $30 $$27 
Total financial assets$10 $30 $$27 
Financial liabilities    
Other current liabilities$80 $126 $80 $126 
Long-term debt, including current portion(a)
5,050 4,996 4,961 4,997 
Deferred credits and other liabilities71 73 70 71 
Total financial liabilities$5,201 $5,195 $5,111 $5,194 
(a)Excludes debt issuance costs.
v3.24.2.u1
Property, Plant and Equipment (Tables)
6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property, Plant and Equipment
(In millions)June 30, 2024December 31, 2023
United States$17,097 $16,905 
International235 252 
Corporate55 56 
Net property, plant and equipment$17,387 $17,213 
v3.24.2.u1
Asset Retirement Obligations (Tables)
6 Months Ended
Jun. 30, 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:
June 30,
(In millions)20242023
Beginning balance as of January 1$340 $340 
Incurred liabilities, including acquisitions
Settled liabilities, including dispositions(7)(20)
Accretion expense (included in depreciation, depletion and amortization)
Revisions of estimates
Ending balance as of June 30, total
$348 $339 
Ending balance as of June 30, short-term
$12 $40 
v3.24.2.u1
Equity Method Investments (Tables)
6 Months Ended
Jun. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Schedule of Equity Method Investments
During the periods ended June 30, 2024 and December 31, 2023, our equity method investees were considered related parties. Our investments in our equity method investees are summarized in the following table:
(In millions)Ownership as of June 30, 2024June 30, 2024December 31, 2023
EG LNG (a)
56%$104 $118 
Alba Plant LLC (b)
52%151 153 
AMPCO (c)
45%166 162 
Total $421 $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 June 30,Six Months Ended June 30,
(In millions) 2024202320242023
Income data:
Revenues and other income$183 $183 $394 $489 
Income from operations58 43 159 202 
Net income$46 $30 $130 $164 
Schedule of Operating Lease, Undiscounted Cash Flows to be Received The undiscounted cash flows to be received under this lease agreement are summarized below:
(In millions)Operating Lease Future Cash Receipts
2024$
2025
2026
2027
2028
Thereafter35 
Total undiscounted cash flows$63 
v3.24.2.u1
Incentive Based Compensation (Tables)
6 Months Ended
Jun. 30, 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 six months of 2024: 
 Stock OptionsRestricted Stock Units
Number of SharesWeighted Average Exercise PriceNumber of Shares & UnitsWeighted Average Grant Date Fair Value
Outstanding at December 31, 20231,004,304 $31.38 3,514,405 $22.07 
Granted— 

— 2,062,612 24.60 
Exercised/Vested(13,889)10.47 (1,663,913)19.18 
Canceled(649,764)33.78 (133,856)24.10 
Outstanding at June 30, 2024340,651 $27.64 3,779,248 $24.65 
v3.24.2.u1
Inventories (Tables)
6 Months Ended
Jun. 30, 2024
Inventory Disclosure [Abstract]  
Schedule of Inventory, Current
(In millions)June 30, 2024December 31, 2023
Crude oil, NGLs and natural gas, including LNG$10 $14 
Supplies and other items151 172 
Inventories $161 $186 
v3.24.2.u1
Supplemental Cash Flow Information (Tables)
6 Months Ended
Jun. 30, 2024
Supplemental Cash Flow Elements [Abstract]  
Schedule of Supplemental Cash Flow Information
 Six Months Ended June 30,
(In millions)20242023
Included in operating activities:   
Interest paid$127 $139 
Income taxes paid, net of refunds$59 $97 
Noncash investing activities:  
Increase in asset retirement costs$$12 
v3.24.2.u1
Organization and Basis of Presentation (Details) - Marathon Oil Corp. - ConocoPhillips - USD ($)
$ in Millions
May 28, 2024
Jun. 30, 2024
Business Acquisition [Line Items]    
Shares of acquirer stock per share of acquiree stock outstanding (in shares) 0.2550  
Merger transaction costs   $ 10
v3.24.2.u1
Income and Dividends per Common Share -Schedule of Income (Loss) Per Share, Basic and Diluted (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Earnings Per Share [Abstract]            
Net income $ 349 $ 297 $ 287 $ 417 $ 646 $ 704
Weighted average common shares outstanding (in shares) 566   614   573 622
Effect of dilutive securities (in shares) 1   1   1 1
Weighted average common shares, diluted (in shares) 567   615   574 623
Net income per share:            
Basic (in dollars per share) $ 0.62   $ 0.47   $ 1.13 $ 1.13
Diluted (in dollars per share) 0.62   0.47   1.13 1.13
Dividends per share (in dollars per share) $ 0.11 $ 0.11 $ 0.10 $ 0.10 $ 0.22 $ 0.20
v3.24.2.u1
Income and Dividends per Common Share - Narrative (Details) - $ / shares
shares in Millions
3 Months Ended 6 Months Ended
May 28, 2024
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Earnings Per Share [Abstract]          
Antidilutive securities excluded from computation of earnings per share (in shares)   0 1 1 1
Marathon Oil Corp. | ConocoPhillips          
Business Acquisition [Line Items]          
Dividends payable threshold amount per share (in dollars per share) $ 0.11        
v3.24.2.u1
Revenues - Narrative (Details) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]    
Receivables from contract with customer $ 1,000 $ 886
v3.24.2.u1
Revenues - Revenues from Contracts with Customers by Product Type and Geographic Areas (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers $ 1,666 $ 1,484 $ 3,204 $ 3,051
United States        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 1,551 1,440 2,973 2,943
United States | Eagle Ford        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 682 626 1,213 1,250
United States | Bakken        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 538 511 1,060 1,014
United States | Permian        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 214 166 440 369
United States | Oklahoma        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 100 124 226 277
United States | Other U.S.        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 17 13 34 33
United States | Crude oil and condensate        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 1,316 1,195 2,496 2,380
United States | Crude oil and condensate | Eagle Ford        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 582 524 1,021 1,019
United States | Crude oil and condensate | Bakken        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 482 456 947 887
United States | Crude oil and condensate | Permian        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 191 141 390 311
United States | Crude oil and condensate | Oklahoma        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 49 63 114 141
United States | Crude oil and condensate | Other U.S.        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 12 11 24 22
United States | NGLs        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 163 156 314 325
United States | NGLs | Eagle Ford        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 67 64 125 135
United States | NGLs | Bakken        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 45 41 86 78
United States | NGLs | Permian        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 21 18 41 40
United States | NGLs | Oklahoma        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 30 33 62 72
United States | NGLs | Other U.S.        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 0 0 0 0
United States | Natural gas        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 65 86 151 225
United States | Natural gas | Eagle Ford        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 31 37 64 93
United States | Natural gas | Bakken        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 11 14 27 49
United States | Natural gas | Permian        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 2 7 9 18
United States | Natural gas | Oklahoma        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 21 28 50 64
United States | Natural gas | Other U.S.        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 0 0 1 1
United States | Other        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 7 3 12 13
United States | Other | Eagle Ford        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 2 1 3 3
United States | Other | Bakken        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 0 0 0 0
United States | Other | Permian        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 0 0 0 0
United States | Other | Oklahoma        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 0 0 0 0
United States | Other | Other U.S.        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 5 2 9 10
International | International, Equatorial Guinea (E.G.)        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 115 44 231 108
International | Crude oil and condensate | International, Equatorial Guinea (E.G.)        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 28 39 89 96
International | NGLs | International, Equatorial Guinea (E.G.)        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 0 0 1 1
International | Natural gas | International, Equatorial Guinea (E.G.)        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 86 4 139 9
International | Natural gas, sold as gas | International, Equatorial Guinea (E.G.)        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 2 4 4 9
International | Natural gas, sold as LNG | International, Equatorial Guinea (E.G.)        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers 84 0 135 0
International | Other | International, Equatorial Guinea (E.G.)        
Disaggregation of Revenue [Line Items]        
Revenues from contracts with customers $ 1 $ 1 $ 2 $ 2
v3.24.2.u1
Segment Information (Details)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
USD ($)
Mar. 31, 2024
USD ($)
Jun. 30, 2023
USD ($)
Mar. 31, 2023
USD ($)
Jun. 30, 2024
USD ($)
segment
Jun. 30, 2023
USD ($)
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 $ 1,666   $ 1,484   $ 3,204 $ 3,051  
Net gain (loss) on commodity derivatives 1   3   (23) 18  
Income from equity method investments 26   22   65 102  
Net gain on disposal of assets 10   0   10 5  
Other income (expense) 4   4   2 17  
Less costs and expenses:              
Production 216   214   437 415  
Shipping, handling and other operating, including related party 175   161   344 323  
Exploration 14   11   21 26  
Depreciation, depletion and amortization 577   559   1,101 1,079  
Taxes other than income 103   43   199 138  
General and administrative 99   71   185 153  
Net interest and other 80   92   149 174  
Other net periodic benefit credits (2)   (3)   (5) (6)  
Income tax provision (benefit) 96   78   181 187  
Net income 349 $ 297 287 $ 417 646 704  
Total assets 19,740   19,919   19,740 19,919 $ 19,575
Capital expenditures 665   623   1,268 1,224  
Marathon Oil Corp. | ConocoPhillips              
Less costs and expenses:              
Merger transaction costs 10       10    
Eagle Ford              
Less costs and expenses:              
Taxes other than income     47     47  
Permian Basin              
Less costs and expenses:              
Dry well cost           10  
U.S.              
Segment Reporting Information [Line Items]              
Revenues from contracts with customers 1,551   1,440   2,973 2,943  
U.S. | Eagle Ford              
Segment Reporting Information [Line Items]              
Revenues from contracts with customers 682   626   1,213 1,250  
Operating Segments | U.S.              
Segment Reporting Information [Line Items]              
Revenues from contracts with customers 1,551   1,440   2,973 2,943  
Net gain (loss) on commodity derivatives 0   7   0 20  
Income from equity method investments 0   0   0 0  
Net gain on disposal of assets 0       0 0  
Other income (expense) 1   1   (3) 12  
Less costs and expenses:              
Production 198   191   399 369  
Shipping, handling and other operating, including related party 155   161   304 320  
Exploration 10   6   17 11  
Depreciation, depletion and amortization 562   547   1,062 1,052  
Taxes other than income 103   43   199 140  
General and administrative 41   31   79 66  
Net interest and other 0   0   0 0  
Other net periodic benefit credits 0   0   0 0  
Income tax provision (benefit) 104   104   197 227  
Net income 379   365   713 790  
Total assets 18,766   18,761   18,766 18,761  
Capital expenditures 660   620   1,258 1,217  
Operating Segments | Int’l              
Segment Reporting Information [Line Items]              
Revenues from contracts with customers 115   44   231 108  
Net gain (loss) on commodity derivatives 0   0   0 0  
Income from equity method investments 26   22   65 102  
Net gain on disposal of assets 0       0 0  
Other income (expense) 2   3   3 4  
Less costs and expenses:              
Production 18   23   38 46  
Shipping, handling and other operating, including related party 13   0   30 3  
Exploration 0   0   0 0  
Depreciation, depletion and amortization 10   10   20 22  
Taxes other than income 0   0   0 0  
General and administrative 4   3   7 6  
Net interest and other 0   0   0 0  
Other net periodic benefit credits 0   0   0 0  
Income tax provision (benefit) 19   3   43 18  
Net income 79   30   161 119  
Total assets 849   1,006   849 1,006  
Capital expenditures 3   0   4 2  
Not Allocated to Segments              
Segment Reporting Information [Line Items]              
Revenues from contracts with customers 0   0   0 0  
Net gain (loss) on commodity derivatives 1   (4)   (23) (2)  
Income from equity method investments 0   0   0 0  
Net gain on disposal of assets 10       10 5  
Other income (expense) 1   0   2 1  
Less costs and expenses:              
Production 0   0   0 0  
Shipping, handling and other operating, including related party 7   0   10 0  
Exploration 4   5   4 15  
Depreciation, depletion and amortization 5   2   19 5  
Taxes other than income 0   0   0 (2)  
General and administrative 54   37   99 81  
Net interest and other 80   92   149 174  
Other net periodic benefit credits (2)   (3)   (5) (6)  
Income tax provision (benefit) (27)   (29)   (59) (58)  
Net income (109)   (108)   (228) (205)  
Total assets 125   152   125 152  
Capital expenditures $ 2   $ 3   $ 6 $ 5  
v3.24.2.u1
Income Taxes (Details)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Tax Disclosure [Abstract]        
Effective income tax rate 22.00% 21.00% 22.00% 21.00%
v3.24.2.u1
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
v3.24.2.u1
Debt - Revolving Credit Facility and Commercial Paper Program (Details)
6 Months Ended
Jun. 30, 2024
USD ($)
Line of Credit Facility [Line Items]  
Long-term debt $ 0
Revolving Credit Facility and Commercial Paper | Marathon Oil Corp. | ConocoPhillips  
Line of Credit Facility [Line Items]  
Business combination, maximum borrowing capacity 1,500,000,000
Revolving Credit Facility  
Line of Credit Facility [Line Items]  
Maximum borrowing capacity 2,600,000,000
Optional limit increase $ 939,000,000
Covenant, ratio of indebtedness to net capital, maximum 0.65
Commercial Paper  
Line of Credit Facility [Line Items]  
Maximum borrowing capacity $ 2,500,000,000
Debt term 365 days
Line of credit, outstanding amount $ 325,000,000
Weighted average interest rate 5.87%
v3.24.2.u1
Debt - Debt Issuance (Details) - USD ($)
$ in Millions
1 Months Ended 3 Months Ended
Mar. 28, 2024
Apr. 30, 2023
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
Sub-series 2017 A-1 Bonds      
Debt Instrument [Line Items]      
Interest rate   4.05%  
Net proceeds received   $ 200  
v3.24.2.u1
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%
v3.24.2.u1
Debt - Long-Term Debt (Details) - USD ($)
$ in Millions
Jun. 30, 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%  
v3.24.2.u1
Debt - Debt Remarketing (Details) - USD ($)
$ in Millions
1 Months Ended
Jul. 01, 2024
Apr. 30, 2023
Sub-series 2017 A-1 Bonds    
Debt Instrument [Line Items]    
Proceeds from Issuance of Debt   $ 200
Interest rate   4.05%
St. John the Baptist Parish, State of Louisiana Revenue Refunding Bonds    
Debt Instrument [Line Items]    
Revenue refunding bond   $ 1,000
St. John the Baptist Parish, State of Louisiana Revenue Refunding Bonds | Subsequent Event    
Debt Instrument [Line Items]    
Revenue refunding bond $ 1,000  
Sub-series 2017 A-2 Bonds | Subsequent Event    
Debt Instrument [Line Items]    
Short-term debt, refinanced 200  
Sub-series 2017 B-1 Bonds | Subsequent Event    
Debt Instrument [Line Items]    
Short-term debt, refinanced $ 200  
Sub-series 2017 Bonds Due 2037 | Subsequent Event    
Debt Instrument [Line Items]    
Interest rate 4.125%  
Debt outstanding $ 400  
v3.24.2.u1
Derivatives - Balance Sheet Components (Details) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Derivatives, Fair Value [Line Items]    
Asset $ 19 $ 42
Liability 0 0
Net Asset 19 42
Not Designated as Hedges    
Derivatives, Fair Value [Line Items]    
Asset 1 24
Liability 0 0
Net Asset 1 24
Not Designated as Hedges | Other current assets | Commodity    
Derivatives, Fair Value [Line Items]    
Asset 1 24
Liability 0 0
Net Asset 1 24
Cash Flow Hedges    
Derivatives, Fair Value [Line Items]    
Asset 18 18
Liability 0 0
Net Asset 18 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 9 9
Liability 0 0
Net Asset $ 9 $ 9
v3.24.2.u1
Derivatives - Outstanding Derivative Contracts (Details) - Not Designated as Hedges
Jun. 30, 2024
bbl / h
MMBbls / d
$ / bbl
$ / MMBTU
Three-Way Collars - Crude Oil 2024, Third Quarter  
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 50,000
Derivative, ceiling 95.95
Derivative, floor 65.00
Derivative, sold put 50.00
Three-Way Collars - Crude Oil 2025, First Quarter  
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  
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  
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  
Derivative [Line Items]  
Derivative, volume | bbl / h 0
Derivative, ceiling 0
Derivative, floor 0
Derivative, sold put 0
Two-Way Collars - Natural Gas 2024, Third Quarter  
Derivative [Line Items]  
Derivative, volume | MMBbls / d 0
Derivative, ceiling | $ / MMBTU 0
Derivative, floor | $ / MMBTU 0
Two-Way Collars - Natural Gas 2024, Fourth Quarter  
Derivative [Line Items]  
Derivative, volume | MMBbls / d 0
Derivative, ceiling | $ / MMBTU 0
Derivative, floor | $ / MMBTU 0
Two-Way Collars - Natural Gas 2025, First Quarter  
Derivative [Line Items]  
Derivative, volume | MMBbls / d 150,000
Derivative, ceiling | $ / MMBTU 5.85
Derivative, floor | $ / MMBTU 2.50
Two-Way Collars - Natural Gas 2025, Second Quarter  
Derivative [Line Items]  
Derivative, volume | MMBbls / d 150,000
Derivative, ceiling | $ / MMBTU 5.85
Derivative, floor | $ / MMBTU 2.50
Two-Way Collars - Natural Gas 2025, Third Quarter  
Derivative [Line Items]  
Derivative, volume | MMBbls / d 150,000
Derivative, ceiling | $ / MMBTU 5.85
Derivative, floor | $ / MMBTU 2.50
Two-Way Collars - Natural Gas 2025, Fourth Quarter  
Derivative [Line Items]  
Derivative, volume | MMBbls / d 150,000
Derivative, ceiling | $ / MMBTU 5.85
Derivative, floor | $ / MMBTU 2.50
v3.24.2.u1
Derivatives - Schedule of Mark-to-market Impact and Commodity Derivative Settlements (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Derivative Instruments, Gain (Loss) [Line Items]        
Cash received (paid) for settled derivative positions, net $ 0 $ 7,000,000 $ 0 $ 17,000,000
Commodity        
Derivative Instruments, Gain (Loss) [Line Items]        
Unrealized gain (loss) on derivative instruments, net 1,000,000 (4,000,000) (23,000,000) (2,000,000)
Realized gain on derivative instruments, net $ 0 $ 7,000,000 $ 0 $ 20,000,000
v3.24.2.u1
Derivatives - Narrative (Details) - Interest Rate Contract, Maturing September 9, 2026 - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Derivative Instruments, Gain (Loss) [Line Items]    
Proceeds from hedge settlement $ 6  
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%
v3.24.2.u1
Fair Value Measurements - Fair Value Recurring (Details) - Recurring - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative instruments, assets $ 19 $ 42
Commodity | Not Designated as Hedges    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative instruments, assets 1 24
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 18 18
Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative instruments, assets 0 0
Level 1 | Commodity | Not Designated as Hedges    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative instruments, assets 0 0
Level 1 | Interest rate - designated as 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 19 42
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
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 18 18
Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative instruments, assets 0 0
Level 3 | Commodity | Not Designated as Hedges    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative instruments, assets 0 0
Level 3 | Interest rate - designated as 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
v3.24.2.u1
Fair Value Measurements - Fair Value Financial Instruments (Details) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Fair Value    
Financial assets    
Other noncurrent assets $ 10 $ 9
Total financial assets 10 9
Financial liabilities    
Other current liabilities 80 80
Long-term debt, including current portion 5,050 4,961
Deferred credits and other liabilities 71 70
Total financial liabilities 5,201 5,111
Carrying Amount    
Financial assets    
Other noncurrent assets 30 27
Total financial assets 30 27
Financial liabilities    
Other current liabilities 126 126
Long-term debt, including current portion 4,996 4,997
Deferred credits and other liabilities 73 71
Total financial liabilities $ 5,195 $ 5,194
v3.24.2.u1
Property, Plant and Equipment - Property, Plant and Equipment (Details) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, net $ 17,387 $ 17,213
Operating Segments | United States    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, net 17,097 16,905
Operating Segments | International    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, net 235 252
Corporate    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, net $ 55 $ 56
v3.24.2.u1
Property, Plant and Equipment - Narrative (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Abstract]    
Exploratory well costs capitalized greater than one year after completion of drilling $ 0 $ 0
v3.24.2.u1
Asset Retirement Obligations (Details) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]    
Beginning balance as of January 1 $ 340 $ 340
Incurred liabilities, including acquisitions 5 3
Settled liabilities, including dispositions (7) (20)
Accretion expense (included in depreciation, depletion and amortization) 8 7
Revisions of estimates 2 9
Ending balance as of June 30, total 348 339
Asset retirement obligation, current $ 12 $ 40
v3.24.2.u1
Equity Method Investments - Schedule of Equity Method Investments (Details) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Schedule of Equity Method Investments [Line Items]    
Equity method investments $ 421 $ 433
EG LNG    
Schedule of Equity Method Investments [Line Items]    
Ownership percentage 56.00%  
Equity method investments $ 104 118
Alba Plant LLC    
Schedule of Equity Method Investments [Line Items]    
Ownership percentage 52.00%  
Equity method investments $ 151 153
AMPCO    
Schedule of Equity Method Investments [Line Items]    
Ownership percentage 45.00%  
Equity method investments $ 166 $ 162
v3.24.2.u1
Equity Method Investments - Schedule Financial Information (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Schedule of Equity Method Investments [Line Items]            
Revenues and other income $ 1,707   $ 1,513   $ 3,258 $ 3,193
Income from operations 523   454   971 1,059
Net income 349 $ 297 287 $ 417 646 704
Equity Method Investment, Nonconsolidated Investee or Group of Investees            
Schedule of Equity Method Investments [Line Items]            
Revenues and other income 183   183   394 489
Income from operations 58   43   159 202
Net income $ 46   $ 30   $ 130 $ 164
v3.24.2.u1
Equity Method Investments - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Schedule of Equity Method Investments [Line Items]          
Revenues and other income $ 1,707 $ 1,513 $ 3,258 $ 3,193  
Proceeds from equity method investment 77 249 77 249  
Receivables, net 1,340   1,340   $ 1,152
Accounts payable 1,564   1,564   1,364
Annual payments to be received     6    
Related Party          
Schedule of Equity Method Investments [Line Items]          
Revenues and other income 3 $ 5 5 $ 11  
Receivables, net 36   36   24
Accounts payable $ 25   $ 25   $ 6
v3.24.2.u1
Equity Method Investments - Schedule of Operating Lease, Undiscounted Cash Flows to be Received (Details)
$ in Millions
Jun. 30, 2024
USD ($)
Equity Method Investments and Joint Ventures [Abstract]  
2024 $ 4
2025 6
2026 6
2027 6
2028 6
Thereafter 35
Total undiscounted cash flows $ 63
v3.24.2.u1
Stockholders' Equity (Details) - USD ($)
shares in Millions, $ in Millions
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Equity, Class of Treasury Stock [Line Items]    
Payments for repurchase of common stock $ 516 $ 706
Stock repurchase program, remaining authorized repurchase amount $ 1,800  
Treasury Stock    
Equity, Class of Treasury Stock [Line Items]    
Shares repurchased (in shares) 19  
Payments for repurchase of common stock $ 516  
v3.24.2.u1
Incentive Based Compensation - Stock Options and Restricted Stock Units Activity (Details)
6 Months Ended
Jun. 30, 2024
$ / shares
shares
Number of Shares  
Outstanding, beginning (in shares) | shares 1,004,304
Granted (in shares) | shares 0
Exercised/Vested (in shares) | shares (13,889)
Canceled (in shares) | shares (649,764)
Outstanding, ending (in shares) | shares 340,651
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 10.47
Canceled (in dollars per share) | $ / shares 33.78
Outstanding, ending (in dollars per share) | $ / shares $ 27.64
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 (133,856)
Outstanding, ending (in shares) | shares 3,779,248
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 24.10
Outstanding, ending (in dollars per share) | $ / shares $ 24.65
v3.24.2.u1
Incentive Based Compensation - Narrative (Details)
6 Months Ended
Jun. 30, 2024
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Vesting percentage 200.00%
Performance Unit - Share Settlement  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Granted (in shares) 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 $ 28.89
Marathon Oil Corp. | ConocoPhillips  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Duration of trading days for volume-weighted average price 5 days
Trading days prior to the closing date 2 days
v3.24.2.u1
Inventories (Details) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Crude oil, NGLs and natural gas, including LNG $ 10 $ 14
Supplies and other items 151 172
Inventories $ 161 $ 186
v3.24.2.u1
Supplemental Cash Flow Information (Details) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Included in operating activities:    
Interest paid $ 127 $ 139
Income taxes paid, net of refunds 59 97
Noncash investing activities:    
Increase in asset retirement costs 7 12
Capital expenditures incurred but not yet paid $ 222 $ 169
v3.24.2.u1
Commitments and Contingencies (Details)
$ in Thousands
3 Months Ended
Jul. 25, 2024
USD ($)
Jun. 30, 2020
USD ($)
guarantee
Jul. 10, 2024
USD ($)
Jun. 30, 2024
USD ($)
tribe
Loss Contingencies [Line Items]        
Number of affiliated tribes | tribe       3
Contingent royalty liability       $ 123,000
Contingent capital and expense receivable, noncurrent       29,000
Number of guarantees executed | guarantee   2    
Guarantor obligations, current carrying value       4,000
Performance of Equatorial Guinea LNG Operations, S.A.        
Loss Contingencies [Line Items]        
Guarantor obligations, maximum exposure   $ 91,000    
Performance of Alba Plant LLC.        
Loss Contingencies [Line Items]        
Guarantor obligations, maximum exposure   $ 25,000    
Subsequent Event        
Loss Contingencies [Line Items]        
Consent decree period for public comment     30 days  
Payment for civil penalty accrued     $ 65,000  
Total cost for injunctive relief     $ 177,000  
Percentage of cost incurred for injunctive relief     70.00%  
Subsequent Event | Civil Penalty        
Loss Contingencies [Line Items]        
Litigation settlement, amount awarded to other party $ 265      
Accounts Payable        
Loss Contingencies [Line Items]        
Contingent royalty liability       104,000
Other current liabilities        
Loss Contingencies [Line Items]        
Contingent royalty liability       $ 19,000

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