Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Quarterly Period Ended	September 30, 2024


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

Commission file number 1-5153

Marathon Oil Corporation

(Exact name of registrant as specified in its charter)


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

990 Town and Country Boulevard, Houston, Texas

77024-2217

(Address of principal executive offices)

(713) 629-6600

(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $1.00

MRO

New York Stock Exchange

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

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

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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

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

There were 559,410,316 shares of Marathon Oil Corporation common stock outstanding as of October 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
Part I - FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Consolidated Statements of Income (Unaudited)	2
	Consolidated Statements of Comprehensive Income (Unaudited)	3
	Consolidated Balance Sheets (Unaudited)	4
	Consolidated Statements of Cash Flows (Unaudited)	5
	Consolidated Statements of Stockholders' Equity (Unaudited)	6
	Notes to Consolidated Financial Statements (Unaudited)	7
	1. Organization and Basis of Presentation	7
	2. Accounting Standards	7
	3. Income and Dividends per Common Share	8

	4. Revenues	8
	5. Segment Information	10
	6. Income Taxes	15
	7. Debt	15
	8. Derivatives	16
	9. Fair Value Measurements	19
	10. Property, Plant and Equipment	20
	11. Asset Retirement Obligations	21
	12. Equity Method Investments	21
	13. Stockholders' Equity	22
	14. Incentive Based Compensation	23



	15. Inventories	24


	16. Supplemental Cash Flow Information	24
	17. Commitments and Contingencies	24


Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	43


Part II - OTHER INFORMATION
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 5.	Other Information	44
Item 6.	Exhibits	45
	Signatures	46

Table of Contents

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

MARATHON OIL CORPORATION

Consolidated Statements of Income (Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In millions, except per share data)	2024		2023		2024		2023
Revenues and other income:
Revenues from contracts with customers	$	1,741	$	1,771	$	4,945	$	4,822
Net gain (loss) on commodity derivatives	9		1		(14)		19
Income from equity method investments	39		38		104		140
Net gain on disposal of assets	—		1		10		6
Other income	2		2		4		19
Total revenues and other income	1,791		1,813		5,049		5,006
Costs and expenses:
Production	223		192		660		607
Shipping, handling and other operating, including related party of $18, $0, $45 and $0	204		164		548		487
Exploration	9		20		30		46
Depreciation, depletion and amortization	627		583		1,728		1,662
Impairments	1		—		1		—
Taxes other than income	99		113		298		251
General and administrative	88		72		273		225
Total costs and expenses	1,251		1,144		3,538		3,278
Income from operations	540		669		1,511		1,728
Net interest and other	(77)		(94)		(226)		(268)
Other net periodic benefit credits	3		5		8		11

Income before income taxes	466		580		1,293		1,471
Provision for income taxes	179		127		360		314
Net income	$	287	$	453	$	933	$	1,157
Net income per share:
Basic	$	0.51	$	0.75	$	1.64	$	1.88
Diluted	$	0.51	$	0.75	$	1.64	$	1.88
Weighted average common shares outstanding:
Basic	563		603		570		615
Diluted	564		604		570		616

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

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MARATHON OIL CORPORATION

Consolidated Statements of Comprehensive Income (Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In millions)	2024		2023		2024		2023
Net income	$	287	$	453	$	933	$	1,157
Other comprehensive loss, net of tax



Postretirement and postemployment plans	(2)		(4)		(8)		(17)

Change in derivative hedges unrecognized gain (loss)	(7)		—		(6)		1







Other comprehensive loss	(9)		(4)		(14)		(16)
Comprehensive income	$	278	$	449	$	919	$	1,141

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

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MARATHON OIL CORPORATION

Consolidated Balance Sheets (Unaudited)


	September 30,		December 31,
(In millions, except par value and share amounts)	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	134	$	155
Receivables, net	1,136		1,152
Inventories	166		186
Other current assets	48		76
Total current assets	1,484		1,569
Equity method investments	432		433
Property, plant and equipment, net of accumulated depreciation, depletion and amortization of $27,537 and $25,914	17,220		17,213


Other noncurrent assets	286		360
Total assets	$	19,422	$	19,575
Liabilities
Current liabilities:
Accounts payable	$	1,390	$	1,364
Commercial paper	180		450
Payroll and benefits payable	96		70
Accrued taxes	179		126
Other current liabilities	321		312
Long-term debt due within one year	—		1,600
Total current liabilities	2,166		3,922
Long-term debt	4,573		3,378
Deferred tax liabilities	603		419
Defined benefit postretirement plan obligations	86		93
Asset retirement obligations	341		326
Deferred credits and other liabilities	218		232
Total liabilities	7,987		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 September 30, 2024 and December 31, 2023)	937		937
Held in treasury, at cost – 378 million shares and 360 million shares	(9,432)		(8,952)
Additional paid-in capital	7,151		7,172
Retained earnings	12,711		11,966
Accumulated other comprehensive income	68		82
Total stockholders’ equity	11,435		11,205
Total liabilities and stockholders’ equity	$	19,422	$	19,575

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

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MARATHON OIL CORPORATION

Consolidated Statements of Cash Flows (Unaudited)


	Nine Months Ended
	September 30,
(In millions)	2024		2023
Increase (decrease) in cash and cash equivalents
Operating activities:
Net income	$	933	$	1,157
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	1,728		1,662
Impairments	1		—
Exploratory dry well costs and unproved property impairments	25		41
Net gain on disposal of assets	(10)		(6)

Deferred income taxes	188		264
Unrealized loss on derivative instruments, net	14		8


Pension and other post retirement benefits, net	(18)		(27)
Stock-based compensation	36		32
Equity method investments, net	(8)		99
Changes in:
Current receivables	17		(298)
Inventories	20		(51)
Current accounts payable and accrued liabilities	94		166
Other current assets and liabilities	(8)		(17)
All other operating, net	42		(23)
Net cash provided by operating activities	3,054		3,007
Investing activities:
Capital expenditures	(1,726)		(1,673)
Change in capital accrual	44		14

Acquisitions, net of cash acquired	(4)		(15)
Disposal of assets, net of cash transferred to the buyer	11		(7)
Equity method investments - return of capital	10		57

Net cash used in investing activities	(1,665)		(1,624)
Financing activities:
Borrowings	1,200		200
Debt repayments	(1,600)		(401)
Proceeds from revolving credit facility	450		1,018
Repayments of revolving credit facility	(450)		(1,468)
(Repayments) proceeds from commercial paper borrowings, net	(270)		450

Shares repurchased under buyback programs	(516)		(1,121)
Dividends paid	(188)		(186)
Withholding tax on stock-based incentive awards	(19)		(31)
All other financing, net	(17)		(4)
Net cash used in financing activities	(1,410)		(1,543)

Net decrease in cash and cash equivalents	(21)		(160)
Cash and cash equivalents at beginning of period	155		334
Cash and cash equivalents at end of period	$	134	$	174

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

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MARATHON OIL CORPORATION

Consolidated Statements of Stockholders’ Equity (Unaudited)


	Total Equity of Marathon Oil Stockholders
(In millions)	Preferred Stock		Common Stock		Treasury Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income		Total Equity
Nine Months Ended September 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
Shares repurchased under buyback programs	—		—		(415)		—		—		—		(415)
Excise tax on shares repurchased	—		—		(4)		—		—		—		(4)
Stock-based compensation	—		—		9		4		—		—		13
Net income	—		—		—		—		453		—		453
Other comprehensive loss	—		—		—		—		—		(4)		(4)
Dividends paid (per share amount of $0.10)	—		—		—		—		(61)		—		(61)
September 30, 2023 Balance	$	—	$	937	$	(8,598)	$	7,163	$	11,634	$	90	$	11,226

Nine Months Ended September 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


Stock-based compensation	—		—		2		10		—		—		12
Net income	—		—		—		—		287		—		287
Other comprehensive loss	—		—		—		—		—		(9)		(9)
Dividends paid (per share amount of $0.11)	—		—		—		—		(61)		—		(61)
September 30, 2024 Balance	$	—	$	937	$	(9,432)	$	7,151	$	12,711	$	68	$	11,435

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

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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. On August 29, 2024, the Company’s stockholders approved and adopted the Merger Agreement at a special meeting of stockholders. Completion of the Merger remains subject to certain conditions, including certain governmental and regulatory approvals. The Merger is currently expected to close late in the fourth quarter of 2024; 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. Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional details relating to the Merger.

In association with the Merger, for the three and nine months ended September 30, 2024, we have incurred transaction costs of $6 million and $16 million, respectively, which are recorded as general and administrative expense in the consolidated statements of income. We 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 third quarter and first nine 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 nine months of 2024 that had a material impact on our consolidated financial statements.

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

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.

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 and performance units for the three and nine months ended September 30, 2024. In addition, the per share calculations below exclude 1 million of antidilutive stock options and performance units for the three and nine months ended September 30, 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions, except per share data)	2024		2023		2024		2023
Net income	$	287	$	453	$	933	$	1,157

Weighted average common shares outstanding	563		603		570		615
Effect of dilutive securities	1		1		—		1
Weighted average common shares, diluted	564		604		570		616
Net income per share:
Basic	$	0.51	$	0.75	$	1.64	$	1.88
Diluted	$	0.51	$	0.75	$	1.64	$	1.88

Dividends per share	$	0.11	$	0.10	$	0.33	$	0.30

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 September 30, 2024 and December 31, 2023, receivables from contracts with customers, included in receivables, net, were $905 million and $886 million, respectively.

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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 nine months ended September 30:

United States


	Three Months Ended September 30, 2024
(In millions)	Eagle Ford		Bakken		Permian		Oklahoma		Other U.S.		Total
Crude oil and condensate	$	589	$	489	$	214	$	48	$	10	$	1,350
NGLs	78		44		28		27		—		177
Natural gas	37		10		—		22		—		69
Other	3		—		—		—		16		19
Revenues from contracts with customers	$	707	$	543	$	242	$	97	$	26	$	1,615


	Three Months Ended September 30, 2023
(In millions)	Eagle Ford		Bakken		Permian		Oklahoma		Other U.S.		Total
Crude oil and condensate	$	587	$	580	$	164	$	64	$	13	$	1,408
NGLs	80		47		20		30		—		177
Natural gas	48		20		12		31		1		112
Other	2		—		—		—		1		3
Revenues from contracts with customers	$	717	$	647	$	196	$	125	$	15	$	1,700


	Nine Months Ended September 30, 2024
(In millions)	Eagle Ford		Bakken		Permian		Oklahoma		Other U.S.		Total
Crude oil and condensate	$	1,610	$	1,436	$	604	$	162	$	34	$	3,846
NGLs	203		130		69		89		—		491
Natural gas	101		37		9		72		1		220
Other	6		—		—		—		25		31
Revenues from contracts with customers	$	1,920	$	1,603	$	682	$	323	$	60	$	4,588


	Nine Months Ended September 30, 2023
(In millions)	Eagle Ford		Bakken		Permian		Oklahoma		Other U.S.		Total
Crude oil and condensate	$	1,606	$	1,467	$	475	$	205	$	35	$	3,788
NGLs	215		125		60		102		—		502
Natural gas	141		69		30		95		2		337
Other	5		—		—		—		11		16
Revenues from contracts with customers	$	1,967	$	1,661	$	565	$	402	$	48	$	4,643

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

International (E.G.)


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2024		2023		2024		2023
Crude oil and condensate	$	53	$	64	$	142	$	160
NGLs	—		1		1		2

Natural gas, sold as gas	1		5		5		14
Natural gas, sold as LNG	72		—		207		—
Natural gas, total	73		5		212		14
Other	—		1		2		3
Revenues from contracts with customers	$	126	$	71	$	357	$	179

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.

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)


	Three Months Ended September 30, 2024
(In millions)	U.S.		Int’l		Not Allocated to Segments			Total
Revenues from contracts with customers	$	1,615	$	126	$	—		$	1,741
Net gain on commodity derivatives	—		—		9		(b)	9
Income from equity method investments	—		39		—			39

Other income (expense)	(1)		2		1			2
Less costs and expenses:
Production	209		14		—			223
Shipping, handling and other operating, including related party	187		17		—			204
Exploration	9		—		—			9
Depreciation, depletion and amortization	611		11		5			627
Impairments	—		—		1			1
Taxes other than income	99		—		—			99
General and administrative	39		3		46		(c)	88
Net interest and other	—		—		77			77
Other net periodic benefit credits	—		—		(3)			(3)

Income tax provision	98		27		54		(d)	179
Segment income (loss)	$	362	$	95	$	(170)		$	287
Total assets	$	18,443	$	882	$	97		$	19,422
Capital expenditures(a)	$	454	$	3	$	1		$	458

(a)Includes accruals and excludes acquisitions.

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

(c)Includes $6 million of transaction costs associated with the Merger with ConocoPhillips (See Note 1).

(d)Includes a $75 million deferred tax valuation allowance against foreign tax credits (See Note 6).

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)


	Three Months Ended September 30, 2023
(In millions)	U.S.		Int’l		Not Allocated to Segments			Total
Revenues from contracts with customers	$	1,700	$	71	$	—		$	1,771
Net gain (loss) on commodity derivatives	7		—		(6)		(b)	1
Income from equity method investments	—		38		—			38
Net gain on disposal of assets	—		—		1			1
Other income	—		1		1			2
Less costs and expenses:
Production	173		19		—			192
Shipping, handling and other operating, including related party	162		2		—			164
Exploration	8		1		11		(c)	20
Depreciation, depletion and amortization	570		12		1			583

Taxes other than income	112		—		1			113
General and administrative	32		3		37			72
Net interest and other	—		—		94			94
Other net periodic benefit credits	—		—		(5)			(5)

Income tax provision (benefit)	145		11		(29)			127
Segment income (loss)	$	505	$	62	$	(114)		$	453
Total assets	$	18,503	$	1,072	$	344		$	19,919
Capital expenditures(a)	$	444	$	1	$	4		$	449

(a)Includes accruals and excludes acquisitions.

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

(c)Includes $11 million of unproved impairments related to Permian exploration leases.

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)


	Nine Months Ended September 30, 2024
(In millions)	U.S.		Int’l		Not Allocated to Segments			Total
Revenues from contracts with customers	$	4,588	$	357	$	—		$	4,945
Net loss on commodity derivatives	—		—		(14)		(b)	(14)
Income from equity method investments	—		104		—			104
Net gain on disposal of assets	—		—		10		(c)	10
Other income (expense)	(4)		5		3			4
Less costs and expenses:
Production	608		52		—			660
Shipping, handling and other operating, including related party	491		47		10			548
Exploration	26		—		4			30
Depreciation, depletion and amortization	1,673		31		24			1,728
Impairments	—		—		1			1
Taxes other than income	298		—		—			298
General and administrative	118		10		145		(d)	273
Net interest and other	—		—		226			226
Other net periodic benefit credits	—		—		(8)			(8)

Income tax provision (benefit)	295		70		(5)		(e)	360
Segment income (loss)	$	1,075	$	256	$	(398)		$	933
Total assets	$	18,443	$	882	$	97		$	19,422
Capital expenditures(a)	$	1,712	$	7	$	7		$	1,726

(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 $16 million of transaction costs associated with the Merger with ConocoPhillips (See Note 1).

(e)Includes a $75 million deferred tax valuation allowance against foreign tax credits (See Note 6).

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)


	Nine Months Ended September 30, 2023
(In millions)	U.S.			Int’l		Not Allocated to Segments			Total
Revenue from contracts with customers	$	4,643		$	179	$	—		$	4,822
Net gain (loss) on commodity derivatives	27			—		(8)		(c)	19
Income from equity method investments	—			140		—			140
Net gain on disposal of assets	—			—		6			6
Other income	12			5		2			19
Less costs and expenses:
Production	542			65		—			607
Shipping, handling and other operating, including related party	482			5		—			487
Exploration	19			1		26		(d)	46
Depreciation, depletion and amortization	1,622			34		6			1,662

Taxes other than income	252		(b)	—		(1)			251
General and administrative	98			9		118			225
Net interest and other	—			—		268			268
Other net periodic benefit credits	—			—		(11)			(11)

Income tax provision (benefit)	372			29		(87)			314
Segment income (loss)	$	1,295		$	181	$	(319)		$	1,157
Total assets	$	18,503		$	1,072	$	344		$	19,919
Capital expenditures(a)	$	1,661		$	3	$	9		$	1,673

(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 and $11 million of unproved impairments related to Permian exploration leases.

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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 nine months ended September 30, 2024 and 2023, our effective income tax rates were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Effective income tax rate	38	%	22	%	28	%	21	%

•2024 — Our effective income tax rate was different from our U.S. statutory tax rate of 21% for the three and nine months ended September 30, 2024 due to a deferred tax valuation allowance recorded in the quarter against foreign tax credits expiring in future periods. As a result of continued volatility in commodity prices and corresponding impacts to projections of future taxable income, we believe it is more likely than not that we will not utilize $75 million of foreign tax credits before they expire. We continue to assess whether the balance of the valuation allowance is appropriate on a quarterly basis particularly given the expiring nature of foreign tax credits in years 2025 through 2026. If we experience sustained lower commodity prices that impact the performance of future earnings, it is reasonably possible that within the next 12 months sufficient negative evidence may exist that will require us to establish additional valuation allowance on our deferred tax assets that we do not expect to realize.

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. In September 2024, the IRS issued proposed regulations on the corporate book minimum tax. We have reviewed the proposed regulations and do not expect any material changes to our calculation for 2024. In addition, in September 2024, estimated tax payment relief for the 2024 corporate book minimum tax was granted through the end of the year. As further 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 September 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 September 30, 2024, we were in compliance with this covenant.

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

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 September 30, 2024, we had $180 million of outstanding commercial paper maturing at various dates with a weighted average interest rate of 5.27%.

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.

Long-term debt

At September 30, 2024, we had $4.6 billion of total long-term debt outstanding. 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 for permitted borrowings under our commercial paper program or Revolving Credit Facility (see Revolving Credit Facility and Commercial Paper Program above).

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

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.

In July 2023, we redeemed the $131 million 8.125% Senior Notes in connection with their maturity date.

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

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.

8. Derivatives

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

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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:


	September 30, 2024
(In millions)	Asset		Liability		Net Asset		Balance Sheet Location
Not Designated as Hedges
Commodity	$	10	$	—	$	10	Other current assets




Total Not Designated as Hedges	$	10	$	—	$	10

Cash Flow Hedges
Interest Rate	$	7	$	—	$	7	Other current assets
Interest Rate	4		—		4		Other noncurrent assets


Total Designated Hedges	$	11	$	—	$	11
Total	$	21	$	—	$	21


	December 31, 2023
(In millions)	Asset		Liability		Net Asset		Balance Sheet Location
Not Designated as Hedges
Commodity	$	24	$	—	$	24	Other current assets


Total Not Designated as Hedges	$	24	$	—	$	24

Cash Flow Hedges
Interest Rate	$	9	$	—	$	9	Other current assets
Interest Rate	9		—		9		Other noncurrent assets
Total Designated Hedges	$	18	$	—	$	18
Total	$	42	$	—	$	42

Derivatives Not Designated as Hedges

Commodity Derivatives

We have entered into crude oil 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.

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

The following table sets forth outstanding derivative contracts as of September 30, 2024, and the weighted average prices for those contracts:


	2024			2025
		Fourth Quarter			First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Crude Oil
NYMEX WTI Three-Way Collars
Volume (Bbls/day)		50,000			—		—		—		—
Weighted average price per Bbl:
Ceiling		$	95.95		$	—	$	—	$	—	$	—
Floor		$	65.00		$	—	$	—	$	—	$	—
Sold put		$	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 September 30,				Nine Months Ended September 30,
(In millions)	2024		2023		2024		2023
Unrealized gain (loss) on derivative instruments, net	$	9	$	(6)	$	(14)	$	(8)
Realized gain on derivative instruments, net(a)	$	—	$	7	$	—	$	27

(a)During the third quarter and first nine months of 2024, we had no settled derivative positions. During the third quarter and first nine months of 2023, net cash received for settled derivative positions was $6 million and $23 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 September 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 September 30, 2024 and December 31, 2023.

During the nine months ended September 30, 2024, net cash received for the settled interest rate swap positions was $9 million. As of September 30, 2024, we expect to reclassify a $7 million gain from accumulated other comprehensive income into our consolidated statements of income over the next twelve months.

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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 September 30, 2024 and December 31, 2023 by hierarchy level:


	September 30, 2024
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Commodity(a)	$	—	$	10	$	—	$	10

Interest rate - designated as cash flow hedges	—		11		—		11
Derivative instruments, assets	$	—	$	21	$	—	$	21


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

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

As of September 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.

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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 September 30, 2024 and December 31, 2023:


	September 30, 2024				December 31, 2023
(In millions)	Fair Value		Carrying Amount		Fair Value		Carrying Amount
Financial assets

Other noncurrent assets	$	10	$	32	$	9	$	27
Total financial assets	$	10	$	32	$	9	$	27
Financial liabilities
Other current liabilities	$	80	$	123	$	80	$	126
Long-term debt, including current portion(a)	4,824		4,596		4,961		4,997
Deferred credits and other liabilities	58		60		70		71
Total financial liabilities	$	4,962	$	4,779	$	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)	September 30, 2024		December 31, 2023
United States	$	16,941	$	16,905
International	229		252
Corporate	50		56
Net property, plant and equipment	$	17,220	$	17,213

As of September 30, 2024 and December 31, 2023, we had no exploratory well costs capitalized greater than one year related to suspended wells.

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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:


	September 30,
(In millions)	2024		2023
Beginning balance as of January 1	$	340	$	340
Incurred liabilities, including acquisitions	8		4
Settled liabilities, including dispositions	(9)		(27)
Accretion expense (included in depreciation, depletion and amortization)	12		11
Revisions of estimates	3		12

Ending balance as of September 30, total	$	354	$	340

Ending balance as of September 30, short-term	$	13	$	32

12. Equity Method Investments

During the periods ended September 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 September 30, 2024	September 30, 2024		December 31, 2023
EG LNG (a)	56%	$	108	$	118
Alba Plant LLC (b)	52%	155		153
AMPCO (c)	45%	169		162
Total		$	432	$	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 September 30,				Nine Months Ended September 30,
(In millions)	2024		2023		2024		2023
Income data:
Revenues and other income	$	194	$	200	$	588	$	689
Income from operations	73		77		232		279
Net income	$	63	$	63	$	193	$	227

Revenues from related parties were $2 million and $7 million for the three and nine months ended September 30, 2024, respectively, which primarily related to Alba Plant LLC and AMPCO. Revenues from related parties were $6 million and $17 million for the three and nine months ended September 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.

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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 $29 million and $106 million during the three and nine months ended September 30, 2024 and $47 million and $296 million during the three and nine months ended September 30, 2023, respectively.

Current receivables from related parties were $34 million at September 30, 2024, which primarily related to EG LNG. Current receivables from related parties were $24 million at December 31, 2023, which primarily related to EG LNG and Alba Plant LLC. Payables to related parties were $15 million and $6 million at September 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	$	2
2025	6
2026	6
2027	6
2028	6
Thereafter	35
Total undiscounted cash flows	$	61

13. Stockholders’ Equity

Our Board of Directors has authorized a share repurchase program. During the first nine 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 September 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.

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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 nine months of 2024:


	Stock Options			Restricted Stock Units
	Number of Shares	Weighted Average Exercise Price		Number of Shares & Units	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2023	1,004,304	$	31.38	3,514,405	$	22.07
Granted	—	—		2,100,923	24.67
Exercised/Vested	(13,889)	10.47		(1,787,035)	19.40
Canceled	(649,764)	33.78		(153,072)	24.22
Outstanding at September 30, 2024	340,651	$	27.64	3,675,221	$	24.76

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 nine months of 2024, we granted 261,459 stock-based performance units to eligible officers, which are settled in shares. The weighted average grant date fair value per unit was $28.45. During the first nine months of 2024, we stock settled the units related to the 2021 grant. At September 30, 2024, there were 650,966 outstanding stock-based performance units to be settled in shares to officers.

During the first nine months of 2024, we also granted 261,459 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 $26.96 as of September 30, 2024. During the first nine months of 2024, we also cash settled the units related to the 2022 grant. At September 30, 2024, there were 483,923 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.

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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)	September 30, 2024		December 31, 2023
Crude oil, NGLs and natural gas, including LNG	$	13	$	14
Supplies and other items	153		172
Inventories	$	166	$	186

16. Supplemental Cash Flow Information


	Nine Months Ended September 30,
(In millions)	2024		2023
Included in operating activities:
Interest paid (a)	$	181	$	251
Income taxes paid, net of refunds	$	67	$	103
Noncash investing activities:
Increase in asset retirement costs	$	11	$	16

(a)The decrease in interest paid during the nine months ended September 30, 2024, compared to the same period in 2023, was primarily due to reductions in interest paid on borrowings under both the Term Loan Facility and Revolving Credit Facility.

Other noncash investing activities include accrued capital expenditures for the nine months ended September 30, 2024 and 2023 of $130 million and $125 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 September 30, 2024, we have a $125 million current liability in suspended royalty and working interest revenue, including interest, of which $104 million was included within accounts payable and $21 million related to accrued interest was included within other current liabilities on our consolidated balance sheet. Additionally, we have a long-term receivable of $30 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.

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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. To fully resolve this matter, on July 10, 2024, we entered into a consent decree with the EPA and Department of Justice, which was entered by the court on September 17, 2024. The consent decree requires 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 quarterly report for the period ending March 31, 2024. In October 2024, we paid the $65 million civil penalty in full. In 2022, we began early implementation of the injunctive requirements, which are scheduled to be completed in 2025 for a total cost of approximately $177 million, over 70% of which has been incurred or included in the 2024 capital budget with the remaining amount to be spent by the end of 2025. The consent decree contains a detailed compliance schedule with deadlines for achievement of milestones through at least 2026 and requirements for ongoing permitting, inspection and monitoring, maintenance, auditing, and reporting. 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 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 September 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 September 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.

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

Results of Operations

Critical Accounting Estimates

Cash Flows

Liquidity and Capital Resources

Environmental Matters and Other Contingencies

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.

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.

On August 29, 2024, the Company’s stockholders approved and adopted the Merger Agreement at a special meeting of stockholders. Completion of the Merger remains subject to certain conditions, including certain governmental and regulatory approvals. The Merger is currently expected to close late in the fourth quarter of 2024; however, no assurance can be given as to when, or if, the Merger will occur.

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.

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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 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.

Financial and operational results

•Our net income was $287 million in the third quarter of 2024 as compared to net income of $453 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 decreased $85 million in the third quarter of 2024 compared to the same period in 2023. The primary drivers of the decrease were lower crude and natural gas price realizations, partially offset by increased crude sales volumes.

◦In our International segment we realized revenue of $72 million in the third quarter of 2024 from shipments of LNG with global pricing linkage that began in 2024. Refer to Operations below for additional information.

◦Received EG dividend distribution and return of capital totaling $29 million.

◦Shipping, and handling and other operating, including related party expense and depreciation, depletion and amortization expense increased by $40 million and $44 million, respectively, in the third quarter of 2024 compared to the same period in 2023. The increase in shipping, handling and other operating, including related party expense was driven primarily by EG LNG processing LNG for a tolling fee and profit share, and an increase in purchases of commodity volumes for resale to satisfy transportation commitments. The increase in DD&A was driven by increased net sales volumes in our US segment during the quarter.

◦Provision for income taxes increased $52 million compared to the same quarter last year. The primary driver of the increase was a $75 million deferred tax valuation allowance recorded against foreign tax credits expiring in future periods, partially offset by lower income before income taxes. See C ritica l Accounting Estimates section below and Note 6 to the consolidated financial statements for additional information.

•We reduced our long-term debt and commercial paper outstanding. During the third quarter of 2024, we redeemed $400 million of bonds outstanding. In addition, for the nine months ended September 30, 2024, we had $270 million in net repayments of commercial paper and as of September 30, 2024, we have $180 million in remaining outstanding commercial paper borrowings. See Cash Flows section below and Note 7 to the consolidated financial statements for further information.

Outlook

Capital Budget

In February 2024, we announced a 2024 capital budget of $1.9 billion to $2.1 billion. The terms of the Merger Agreement restrict us from certain expansions to our capital budget.

Due to an increase in our production during the third quarter of 2024, we are raising the midpoint of our annual oil production guidance to 192 mbopd from our previously announced midpoint oil production guidance of 190 mbopd. In addition, we are raising the midpoint of our annual oil equivalent production guidance to 393 mboed from our previously announced midpoint oil equivalent production guidance of 390 mboed.

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 September 30,				Nine Months Ended September 30,
Net Sales Volumes	2024	2023	Increase (Decrease)		2024	2023	Increase (Decrease)
United States (mboed)	379	369	3	%	353	356	(1)	%
International (mboed)	37	53	(30)	%	41	51	(20)	%
Total (mboed)	416	422	(1)	%	394	407	(3)	%

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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 September 30,				Nine Months Ended September 30,
Net Sales Volumes	2024	2023	Increase (Decrease)		2024	2023	Increase (Decrease)
Equivalent Barrels (mboed)
Eagle Ford	166	158	5	%	149	153	(3)	%
Bakken	115	121	(5)	%	109	108	1	%
Permian	56	42	33	%	50	43	16	%
Oklahoma	40	46	(13)	%	43	50	(14)	%
Other United States	2	2	—	%	2	2	—	%
Total United States	379	369	3	%	353	356	(1)	%


	Three Months Ended September 30, 2024
Sales Mix - U.S. Resource Plays	Eagle Ford		Bakken		Permian		Oklahoma		Total
Crude oil and condensate	52	%	62	%	55	%	18	%	52	%
NGLs	25	%	23	%	24	%	32	%	25	%
Natural gas	23	%	15	%	21	%	50	%	23	%


	Three Months Ended September 30,		Nine Months Ended September 30,
Drilling Activity - U.S. Resource Plays (a)	2024	2023	2024	2023
Gross Operated
Eagle Ford:
Wells drilled to total depth	23	18	105	83
Wells brought to sales	34	38	124	123
Bakken:
Wells drilled to total depth	22	19	66	64
Wells brought to sales	27	25	62	65
Permian:
Wells drilled to total depth	6	5	24	19
Wells brought to sales	9	9	34	25
Oklahoma:
Wells drilled to total depth	—	7	5	11
Wells brought to sales	13	4	13	9

(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.

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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 September 30, 2024, our net sales volumes of LNG were 72 mmcfd, at an average realized price of $10.76 per mcf. We recorded $72 million in revenue for these sales, and incurred expense of $18 million to EG LNG for their services. We recorded $39 million in income from equity method investments for the period and International segment income of $95 million. We also held a positive balance of LNG inventory at quarter end, that was included in our October sales.

For the nine months ended September 30, 2024, our net sales volumes of LNG were 86 mmcfd, at the average realized price of $8.76 per mcf. We recorded $207 million in revenue for these sales, and incurred expense of $45 million to EG LNG for their services. We recorded $104 million in income from equity method investments for the period and International segment income of $256 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.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
Net Sales Volumes	2024	2023	Increase (Decrease)		2024	2023	Increase (Decrease)

Crude and oil condensate (mbbld)	9	11	(18)	%	9	10	(10)	%
NGLs (mbbld)	5	6	(17)	%	5	6	(17)	%
Natural gas, sold as gas (mmcfd)	66	217	(70)	%	75	212	(65)	%
Natural gas, sold as LNG (mmcfd)	72	—	—	%	86	—	—	%
Total natural gas (mmcfd)	138	217	(36)	%	161	212	(24)	%
Total International (mboed)	37	53	(30)	%	41	51	(20)	%
Equity Method Investees
LNG (mtd)(a)	—	1,670	(100)	%	129	1,831	(93)	%
Methanol (mtd)	674	1,208	(44)	%	854	1,210	(29)	%
Condensate and LPG (boed)	6,369	8,264	(23)	%	6,665	7,896	(16)	%

(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.

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Market Conditions

Commodity prices are the most significant factor impacting our revenues, profitability, operating cash flows, the amount of capital we invest in our business, redemption of our debt 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. Further, uncertainty around Chinese demand continues to exacerbate volatility as sluggish demand is countered by reports of fiscal stimulus. Economic headwinds should diminish moving forward as inflation has moderated and interest rates have started to fall. 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 third quarter and first nine months of 2024 and 2023:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024		2023		Increase (Decrease)		2024		2023		Increase (Decrease)
Average Price Realizations(a)
Crude oil and condensate (per bbl)	$	73.92	$	80.90	(9)	%	$	76.08	$	76.13	—	%
NGLs (per bbl)	20.40		21.37		(5)	%	21.20		21.29		—	%
Natural gas (per mcf)	1.45		2.28		(36)	%	1.61		2.38		(32)	%
Benchmarks
WTI crude oil average of daily prices (per bbl)	$	75.27	$	82.22	(8)	%	$	77.61	$	77.28	—	%
Magellan East Houston (“MEH”) crude oil average of daily prices (per bbl)	77.36		84.00		(8)	%	79.72		76.14		5	%
Mont Belvieu NGLs (per bbl)(b)	21.37		23.13		(8)	%	22.63		22.99		(2)	%
Henry Hub natural gas settlement date average (per mmbtu)	2.16		2.55		(15)	%	2.10		2.69		(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.

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.

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International (E.G.)

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024		2023		Increase (Decrease)		2024		2023		Increase (Decrease)
Average Price Realizations
Crude oil and condensate (per bbl)	$	61.68	$	64.30	(4)	%	$	60.83	$	59.33	3	%
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)	10.76		—		—	%	8.76		—		—	%
Average total natural gas (per mcf)	5.75		$	0.24	2,296	%	4.79		0.24		1,896	%
Benchmark
Brent (Europe) crude oil (per bbl) (a)	$	79.84	$	86.66	(8)	%	$	82.05	$	82.05	—	%
TTF (Europe) natural gas (per mmbtu) (b)	11.51		10.80		7	%	10.12		12.93		(22)	%
JKM (East Asia) natural gas (per mmbtu) (c)	13.17		12.57		5	%	11.29		13.85		(18)	%

(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 additional exposure to global LNG market prices.

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Results of Operations

Three Months Ended September 30, 2024 vs. Three Months Ended September 30, 2023

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


	Three Months Ended September 30,
(In millions)	2024		2023
Revenues from contracts with customers
United States	$	1,615	$	1,700
International	126		71
Segment revenues from contracts with customers	$	1,741	$	1,771

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 September 30, 2023		Price Realizations		Net Sales Volumes		Three Months Ended September 30, 2024
United States Price/Volume Analysis
Crude oil and condensate	$	1,408	$	(127)	$	69	$	1,350
NGLs	177		(8)		8		177
Natural gas	112		(39)		(4)		69
Other sales(a)	3						19
Total	$	1,700					$	1,615
International Price/Volume Analysis
Crude oil and condensate	$	64	$	(2)	$	(9)	$	53
NGLs	1		(1)		—		—
Natural gas, sold as gas	5		—		(4)		1
Natural gas, sold as LNG	—		72		—		72
Natural gas	5		72		(4)		73
Other sales	1						—
Total	$	71					$	126

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

Net gain on commodity derivatives in the third quarter of 2024 was $9 million, compared to a net gain of $1 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.

Production expense increased $31 million in the third quarter of 2024, when compared to the same period in 2023, primarily due to increased workover activities in our U.S. segment and increased costs associated with higher net sales volumes in our U.S. segment.

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


	Three Months Ended September 30,
($ in millions; rate in $ per boe)	2024		2023		Increase (Decrease)		2024		2023		Increase (Decrease)
Production Expense and Rate	Expense						Rate
United States	$	209	$	173	21	%	$	5.97	$	5.07	18	%
International	$	14	$	19	(26)	%	$	4.16	$	3.99	4	%

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Shipping, handling and other operating increased $40 million in the third quarter of 2024 when compared to the same period in 2023, due to increases in purchases of commodity volumes for resale to satisfy transportation commitments and increases in related party shipping, handling and other operating expense due to the new agreement that became effective in January 2024, whereby EG LNG processes LNG for a tolling fee and profit share.

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 September 30,
($ in millions; rate in $ per boe)	2024		2023		Increase (Decrease)		2024		2023		Increase (Decrease)
DD&A Expense and Rate	Expense						Rate
United States	$	611	$	570	7	%	$	17.51	$	16.74	5	%
International	$	11	$	12	(8)	%	$	2.82	$	2.39	18	%

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 decreased $14 million in the third quarter of 2024 primarily due to lower sales revenue in our U.S. segment, when compared to the same period in 2023.

General and administrative expenses increased $16 million in the third quarter of 2024 primarily due to increases in 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 $17 million in the third 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 $52 million in the third quarter of 2024 primarily due to a $75 million deferred tax valuation allowance against foreign tax credits expiring in future periods, partially offset by a decrease in income before income taxes for the current quarter when compared to the same period in 2023. See Note 6 to the consolidated financial statements for further information.

Segment Income

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

The following table reconciles segment income to net income:


	Three Months Ended September 30,
(In millions)	2024		2023
United States	$	362	$	505
International	95		62
Segment income	457		567
Items not allocated to segments, net of income taxes	(170)		(114)
Net income	$	287	$	453

United States segment income in the third quarter of 2024 was $362 million of income versus $505 million of income for the same period in 2023. The decrease in segment income is a result of the variances described above.

International segment income in the third quarter of 2024 was $95 million of income versus $62 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 provision for income taxes as a result of increased revenue, and increased shipping and handling costs associated with LNG processing and liquefaction.

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Items not allocated to segments, net of income taxes in the third quarter of 2024 was a loss of $170 million versus a loss of $114 million for the same period in 2023. The increase in loss was primarily due to an increased provision for income taxes due to a $75 million valuation allowance booked in the third quarter of 2024 and variances in general and administrative expense described above. The increase in loss was partially offset by decreases in net interest and other, described above, and a net unrealized gain on commodity derivatives in the third quarter of 2024, when compared to the same period in 2023.

Results of Operations

Nine Months Ended September 30, 2024 vs. Nine Months Ended September 30, 2023

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


	Nine Months Ended September 30,
(In millions)		2024		2023
Revenues from contracts with customers
United States		$	4,588	$	4,643
International		357		179
Segment revenues from contracts with customers		$	4,945	$	4,822

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)	Nine Months Ended September 30, 2023		Price Realizations		Net Sales Volumes		Nine Months Ended September 30, 2024
United States Price/Volume Analysis
Crude oil and condensate	$	3,788	$	(2)	$	60	$	3,846
NGLs	502		(2)		(9)		491
Natural gas	337		(106)		(11)		220
Other sales(a)	16						31
Total	$	4,643					$	4,588
International Price/Volume Analysis
Crude oil and condensate	$	160	$	3	$	(21)	$	142
NGLs	2		—		(1)		1
Natural gas, sold as gas	14		—		(9)		5
Natural gas, sold as LNG	—		207		—		207
Natural gas	14		207		(9)		212
Other sales	3						2
Total	$	179					$	357

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

Net gain (loss) on commodity derivatives in the first nine months of 2024 was a net loss of $14 million, compared to a net gain of $19 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 $36 million for the first nine 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, in addition to lower sales volume by our equity method investees during the first nine months of 2024.

Other income for the first nine 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 nine months of 2024 increased by $53 million compared to the same period in 2023, primarily due to increased workover activities in our U.S segment.

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


	Nine Months Ended September 30,
($ in millions; rate in $ per boe)	2024		2023		Increase (Decrease)		2024		2023		Increase (Decrease)
Production Expense and Rate	Expense						Rate
United States	$	608	$	542	12	%	$	6.30	$	5.58	13	%
International	$	52	$	65	(20)	%	$	4.60	$	4.69	(2)	%

Shipping, handling and other operating expenses increased $61 million in the first nine months of 2024, when compared to the same period in 2023, 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 share which we record as related party shipping, handling and other operating expense.

Exploration expenses include unproved property impairments, dry well costs, geological and geophysical and other costs. In the first nine months of 2024, exploration expenses decreased $16 million when compared to the same period in 2023, primarily due to decreases in impairments of unproved leases and decreases in dry well expense in Permian. See Note 5 to the consolidated financial statements for further information.

Depreciation, depletion and amortization


	Nine Months Ended September 30,
($ in millions; rate in $ per boe)	2024		2023		Increase (Decrease)		2024		2023		Increase (Decrease)
DD&A Expense and Rate	Expense						Rate
United States	$	1,673	$	1,622	3	%	$	17.32	$	16.70	4	%
International	$	31	$	34	(9)	%	$	2.74	$	2.40	14	%

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 $47 million in the first nine months of 2024 primarily due to a nonrecurring Eagle Ford severance tax refund of $47 million related to prior years recorded in the first nine months of 2023.

General and administrative expenses increased $48 million in the first nine months of 2024, primarily due to increases in 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 $42 million in the first nine 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.

Provision for income taxes increased $46 million in the first nine months of 2024 primarily due to a $75 million deferred tax valuation allowance against foreign tax credits expiring in future periods, partially offset by a decrease in income before income taxes for the first nine months of 2024 when compared to the same period in 2023. See Note 6 to the consolidated financial statements for further information.

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Segment Income

The following table reconciles segment income to net income:


	Nine Months Ended September 30,
(In millions)	2024		2023
United States	$	1,075	$	1,295
International	256		181
Segment income	1,331		1,476
Items not allocated to segments, net of income taxes	(398)		(319)
Net income	$	933	$	1,157

United States segment income for the first nine months of 2024 was $1.1 billion of income versus $1.3 billion 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 nine months of 2024 was $256 million of income versus $181 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 nine months of 2024 was $398 million of loss versus $319 million of loss for the same period in 2023. The increase in loss was primarily due to an increased provision for income taxes due to a $75 million valuation allowance booked in the first nine months of 2024 and variances in general and administrative expense described above. The increase in loss was partially offset by decreases in net interest and other and exploration expense, described above, in the first nine months of 2024 when compared to the same period in 2023.

Critical Accounting Estimates

Other than the item set forth below, there have been no other 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.

Income Taxes

We have recorded deferred tax assets and liabilities, measured at enacted tax rates, for temporary differences between book basis and tax basis, tax credit carryforwards and operating loss carryforwards. In accordance with U.S. GAAP, we routinely assess the realizability of our deferred tax assets and reduce such assets to the expected realizable amount by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. In assessing the need for additional or adjustments to existing valuation allowances, we consider all available positive and negative evidence. Positive evidence includes reversals of temporary differences, forecasts of future taxable income, assessment of future business assumptions and applicable tax planning strategies that are prudent and feasible. Negative evidence includes losses in recent years, as well as the forecasts of future losses in the realizable period. In making our assessment regarding valuation allowances, we weigh the evidence based on objectivity.

We base our future taxable income estimates on projected financial information which we believe to be reasonably likely to occur. Numerous judgments and assumptions are inherent in the estimation of future taxable income, including factors such as future operating conditions and the assessment of the effects of foreign taxes on our U.S. federal income taxes. Future operating conditions can be affected by numerous factors, including (i) future prices for crude oil and condensate, NGLs and natural gas, including LNG, (ii) estimated quantities of crude oil and condensate, NGLs and natural gas, including LNG, (iii) expected timing of production, and (iv) future capital requirements. An estimate of the sensitivity to changes in assumptions resulting in future taxable income calculations is not practicable, given the numerous assumptions that can materially affect our estimates. Unfavorable adjustments to some of the above listed assumptions would likely be offset by favorable adjustments in other assumptions. For example, the impact of sustained reduced commodity prices on future taxable income would likely be partially offset by lower capital expenditures.

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Based on the assumptions and judgments described above, during the third quarter of 2024, as a result of continued volatility in commodity prices and corresponding impacts to projections of future taxable income, we recorded a $75 million deferred tax valuation allowance against foreign tax credits expiring in future periods. We continue to assess whether the balance of the valuation allowance is appropriate on a quarterly basis particularly given the expiring nature of foreign tax credits in years 2025 through 2026. If we experience sustained lower commodity prices that impact the performance of future earnings, it is reasonably possible that within the next 12 months sufficient negative evidence may exist that will require us to establish additional valuation allowance on our deferred tax assets that we do not expect to realize. See Note 6 to the consolidated financial statements for further detail.

Cash Flows

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


	Nine Months Ended September 30,
(In millions)	2024		2023
Sources of cash and cash equivalents
Net cash provided by operating activities	$	3,054	$	3,007
Borrowings	1,200		200
Proceeds from commercial paper borrowings, net	—		450
Proceeds from revolving credit facility	450		1,018
Equity method investments - return of capital	10		57
Other	11		—
Total sources of cash and cash equivalents	$	4,725	$	4,732
Uses of cash and cash equivalents
Capital expenditures	$	(1,726)	$	(1,673)
Change in capital accrual	44		14
Debt repayments	(1,600)		(401)
Repayments of revolving credit facility	(450)		(1,468)
Repayments of commercial paper borrowings, net	(270)		—
Shares repurchased under buyback programs	(516)		(1,121)

Dividends paid	(188)		(186)
Withholding tax on stock-based incentive awards	(19)		(31)
Acquisition, net of cash acquired	(4)		(15)
Other	(17)		(11)
Total uses of cash and cash equivalents	$	(4,746)	$	(4,892)

Sources of cash and cash equivalents

Cash flows generated from operating activities during the first nine months of 2024 were 2% higher compared to the same period in 2023, primarily due to a working capital inflow in the first nine months of 2024 compared to a working capital outflow during the same period in 2023, offset by lower net income during the first nine 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 to the consolidated financial statements and Liquidity and Capital Resources section below for further information.

During the first nine months of 2024, we borrowed and repaid $450 million under our Revolving Credit Facility. However, as of September 30, 2024, we had no outstanding borrowings under our Revolving Credit Facility. In addition, we utilize our commercial paper program to fund our short-term working capital requirements. During the first nine months of 2024, we had $270 million in net repayments of commercial paper and as of September 30, 2024, we have $180 million in remaining outstanding commercial paper borrowings see Note 7 to the consolidated financial statements and Liquidity and Capital Resources section below for further information.

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Uses of cash and cash equivalents

During the first nine 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 $188 million.

Additionally, during the first nine months of 2024, using short-term borrowings, we redeemed $400 million of our outstanding 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. See Note 7 to the consolidated financial statements and Liquidity and Capital Resources section below for further information.

The following table shows capital expenditures by segments:


	Nine Months Ended September 30,
(In millions)	2024		2023
United States	$	1,712	$	1,661
International	7		3
Not allocated to segments	7		9
Total capital expenditures	$	1,726	$	1,673

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, if any, 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 September 30, 2024, we had approximately $2.5 billion of liquidity consisting of $134 million in cash and cash equivalents and $2.4 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.

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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 September 30, 2024, we had $4.6 billion of total long-term debt outstanding. In addition, as of September 30, 2024, we had outstanding commercial paper borrowings of $180 million.

As of September 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 22% at September 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 September 30, 2024 was approximately $1.8 billion.

Dividends

On October 30, 2024, our Board of Directors approved a dividend of $0.11 per share payable December 10, 2024 to stockholders of record at the close of business on November 15, 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. In September 2024, the IRS issued proposed regulations on the corporate book minimum tax. We have reviewed the proposed regulations and do not expect any material changes to our calculation for 2024. In addition, in September 2024, estimated tax payment relief for the 2024 corporate book minimum tax was granted through the end of the year. As further guidance is issued, we will continue to evaluate and assess the impact the IRA may have on our current and future period income taxes.

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Other Contractual Cash Obligations

As of September 30, 2024, material changes to our contractual cash obligations compared to December 31, 2023 include the previously discussed addition of $1.2 billion in senior notes, the full repayment of $1.2 billion outstanding borrowings under our Term Loan Facility and the $400 million purchase of our outstanding bonds. In addition, we repaid $270 million of net outstanding commercial paper borrowings.

As described in Note 17 to the consolidated financial statements, we entered into a consent decree with the EPA and Department of Justice that included a civil penalty of $65 million, which was paid in full in October 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.

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;

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

•drilling and operating risks;

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

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

•difficulty in obtaining necessary approvals and permits;

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

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

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

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

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

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

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

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

•our ability to pay dividends and make share repurchases;

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

•impacts of the IRA;

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

•other geological, operating and economic considerations;

•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 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;

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◦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 September 30, 2024, we had open commodity derivatives related to crude oil and natural gas. Based on the September 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 September 30, 2024		Hypothetical Price Increase of 10%		Hypothetical Price Decrease of 10%
Derivative asset - Crude Oil	$	8	$	1	$	26
Derivative asset (liability) - Natural Gas	2		(3)		7

Total	$	10	$	(2)	$	33

Interest Rate Risk

At September 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 September 30, 2024, we had no outstanding balance under our Revolving Credit Facility and $180 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 $2 million. Actual results may vary due to changes in the amount of floating rate debt outstanding.

At September 30, 2024, we had $4.6 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 September 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 September 30, 2024:


(In millions)	Fair Value at September 30, 2024		Hypothetical Interest Rate Increase of 10%		Hypothetical Interest Rate Decrease of 10%
Interest rate asset - designated as cash flow hedges	$	11	$	13	$	9

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 September 30, 2024.

During the third 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. To fully resolve this matter, on July 10, 2024, we entered into a consent decree with the EPA and Department of Justice, which was entered by the court on September 17, 2024. The consent decree requires 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 quarterly report for the period ending March 31, 2024. In October 2024, we paid the $65 million civil penalty in full. In 2022, we began early implementation of the injunctive requirements, which are scheduled to be completed in 2025 for a total cost of approximately $177 million, over 70% of which has been incurred or included in the 2024 capital budget with the remaining amount to be spent by the end of 2025. The consent decree contains a detailed compliance schedule with deadlines for achievement of milestones through at least 2026 and requirements for ongoing permitting, inspection and monitoring, maintenance, auditing, and reporting. 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.

Other than the items set forth above, there have been no significant changes to Item 3. Legal Proceedings in our 2023 Annual Report on Form 10-K. See Note 17 to the consolidated financial statements included in Part I, Item I for a description of such legal and administrative proceedings and Item 3. Legal Proceedings in our 2023 Annual Report on Form 10-K.

Item 1A. Risk Factors

We are subject to various risks and uncertainties in the course of our business. In addition to the other information set forth in this Quarterly Report on Form 10-Q, the reader should carefully consider the factors discussed in Item 1A. Risk Factors in our 2023 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (“Q2 2024 Quarterly Report”). There have been no material changes or updates to the risk factors previously disclosed in our 2023 Annual Report on Form 10-K or Q2 2024 Quarterly Report.

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

Our Board of Directors has authorized a share repurchase program. 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 September 30, 2024, we have approximately $1.8 billion of authorization remaining under the share repurchase program. There were no shares of our common stock repurchased during the three months ended September 30, 2024. 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 September 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 Number

Exhibit Description

Form

Exhibit

Filing Date

2.1

Agreement and Plan of Merger, dated as of May 28, 2024, among Marathon Oil Corporation, ConocoPhillips and Puma Merger Sub Corp.

8-K

2.1

5/29/2024

3.1

Restated Certificate of Incorporation of Marathon Oil Corporation

8-K

3.1

6/1/2018

3.2

Marathon Oil Corporation By-laws (amended and restated as of October 25, 2023)

8-K/A

3.1

10/30/2023

3.3

Specimen of Common Stock Certificate

10-K

3.3

2/28/2014

4.1

Indenture, dated as of February 26, 2002, between Marathon Oil Corporation and The Bank of New York Trust Company, N.A., successor in interest to JPMorgan Chase Bank as Trustee, relating to senior debt securities of Marathon Oil Corporation. Pursuant to CFR 229.601(b)(4)(iii), instruments with respect to long-term debt issues have been omitted where the amount of securities authorized under such instruments does not exceed 10% of the total consolidated assets of Marathon Oil. Marathon Oil hereby agrees to furnish a copy of any such instrument to the SEC upon its request

10-K

4.2

2/28/2014

31.1*

Certification of President and Chief Executive Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934

31.2*

Certification of Executive Vice President and Chief Financial Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934

32.1**

Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350

32.2**

Certification of Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350

101.INS*

XBRL Instance Document - the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH*

XBRL Taxonomy Extension Schema

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase

101.DEF*

XBRL Taxonomy Extension Definition Linkbase

101.LAB*

XBRL Taxonomy Extension Label Linkbase

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase

104*

Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101

Filed herewith.

Furnished herewith. This certification will be treated as “accompanying” this report and not “filed” as part of such report for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of Section 18 of the Exchange Act.

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.


November 6, 2024		MARATHON OIL CORPORATION

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

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:

November 6, 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;

(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:	November 6, 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 September 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.


November 6, 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 September 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.


November 6, 2024						/s/ Rob L. White
						Rob L. White
						Executive Vice President and Chief Financial Officer

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Oct. 31, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 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		559,410,316
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Amendment Flag	false
Entity Central Index Key	0000101778
Current Fiscal Year End Date	--12-31

Consolidated Statements of Income (Unaudited) - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenues and other income:
Revenues from contracts with customers	$ 1,741	$ 1,771	$ 4,945	$ 4,822
Net gain (loss) on commodity derivatives	9	1	(14)	19
Income from equity method investments	39	38	104	140
Net gain on disposal of assets	0	1	10	6
Other income	2	2	4	19
Total revenues and other income	1,791	1,813	5,049	5,006
Costs and expenses:
Production	223	192	660	607
Shipping, handling and other operating, including related party of $18, $0, $45 and $0	204	164	548	487
Exploration	9	20	30	46
Depreciation, depletion and amortization	627	583	1,728	1,662
Impairments	1	0	1	0
Taxes other than income	99	113	298	251
General and administrative	88	72	273	225
Total costs and expenses	1,251	1,144	3,538	3,278
Income from operations	540	669	1,511	1,728
Net interest and other	(77)	(94)	(226)	(268)
Other net periodic benefit credits	3	5	8	11
Income before income taxes	466	580	1,293	1,471
Provision for income taxes	179	127	360	314
Net income	$ 287	$ 453	$ 933	$ 1,157
Net income per share:
Basic (in dollars per share)	$ 0.51	$ 0.75	$ 1.64	$ 1.88
Diluted (in dollars per share)	$ 0.51	$ 0.75	$ 1.64	$ 1.88
Weighted average common shares outstanding:
Basic (in shares)	563	603	570	615
Diluted (in shares)	564	604	570	616

Consolidated Statements of Income (Unaudited) (Parenthetical) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Shipping, handling and other operating, including related party	$ 204	$ 164	$ 548	$ 487
Related Party
Shipping, handling and other operating, including related party	$ 18	$ 0	$ 45	$ 0

Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Net income	$ 287	$ 453	$ 933	$ 1,157
Other comprehensive loss, net of tax
Postretirement and postemployment plans	(2)	(4)	(8)	(17)
Change in derivative hedges unrecognized gain (loss)	(7)	0	(6)	1
Other comprehensive loss	(9)	(4)	(14)	(16)
Comprehensive income	$ 278	$ 449	$ 919	$ 1,141

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 134	$ 155
Receivables, net	1,136	1,152
Inventories	166	186
Other current assets	48	76
Total current assets	1,484	1,569
Equity method investments	432	433
Property, plant and equipment, net of accumulated depreciation, depletion and amortization of $27,537 and $25,914	17,220	17,213
Other noncurrent assets	286	360
Total assets	19,422	19,575
Current liabilities:
Accounts payable	1,390	1,364
Commercial paper	180	450
Payroll and benefits payable	96	70
Accrued taxes	179	126
Other current liabilities	321	312
Long-term debt due within one year	0	1,600
Total current liabilities	2,166	3,922
Long-term debt	4,573	3,378
Deferred tax liabilities	603	419
Defined benefit postretirement plan obligations	86	93
Asset retirement obligations	341	326
Deferred credits and other liabilities	218	232
Total liabilities	7,987	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 September 30, 2024 and December 31, 2023)	937	937
Held in treasury, at cost – 378 million shares and 360 million shares	(9,432)	(8,952)
Additional paid-in capital	7,151	7,172
Retained earnings	12,711	11,966
Accumulated other comprehensive income	68	82
Total stockholders’ equity	11,435	11,205
Total liabilities and stockholders’ equity	$ 19,422	$ 19,575

Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Property, plant and equipment, accumulated depreciation	$ 27,537	$ 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

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Operating activities:
Net income	$ 933	$ 1,157
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	1,728	1,662
Impairments	1	0
Exploratory dry well costs and unproved property impairments	25	41
Net gain on disposal of assets	(10)	(6)
Deferred income taxes	188	264
Unrealized loss on derivative instruments, net	14	8
Pension and other post retirement benefits, net	(18)	(27)
Stock-based compensation	36	32
Equity method investments, net	(8)	99
Changes in:
Current receivables	17	(298)
Inventories	20	(51)
Current accounts payable and accrued liabilities	94	166
Other current assets and liabilities	(8)	(17)
All other operating, net	42	(23)
Net cash provided by operating activities	3,054	3,007
Investing activities:
Capital expenditures	(1,726)	(1,673)
Change in capital accrual	44	14
Acquisitions, net of cash acquired	(4)	(15)
Disposal of assets, net of cash transferred to the buyer	11	(7)
Equity method investments - return of capital	10	57
Net cash used in investing activities	(1,665)	(1,624)
Financing activities:
Borrowings	1,200	200
Debt repayments	(1,600)	(401)
Proceeds from revolving credit facility	450	1,018
Repayments of revolving credit facility	(450)	(1,468)
(Repayments) proceeds from commercial paper borrowings, net	(270)	450
Shares repurchased under buyback programs	(516)	(1,121)
Dividends paid	(188)	(186)
Withholding tax on stock-based incentive awards	(19)	(31)
All other financing, net	(17)	(4)
Net cash used in financing activities	(1,410)	(1,543)
Net decrease in cash and cash equivalents	(21)	(160)
Cash and cash equivalents at beginning of period	155	334
Cash and cash equivalents at end of period	$ 134	$ 174

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	1,157
Other comprehensive loss	(16)
Ending balance at Sep. 30, 2023	11,226	0	937	(8,598)	7,163	11,634	90
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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares repurchased under buyback programs	(415)			(415)
Excise tax on shares repurchased	(4)			(4)
Stock-based compensation	13			9	4
Net income	453					453
Other comprehensive loss	(4)						(4)
Dividends paid	(61)					(61)
Ending balance at Sep. 30, 2023	11,226	0	937	(8,598)	7,163	11,634	90
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	933
Other comprehensive loss	(14)
Ending balance at Sep. 30, 2024	11,435	0	937	(9,432)	7,151	12,711	68
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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	12			2	10
Net income	287					287
Other comprehensive loss	(9)						(9)
Dividends paid	(61)					(61)
Ending balance at Sep. 30, 2024	$ 11,435	$ 0	$ 937	$ (9,432)	$ 7,151	$ 12,711	$ 68

Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Stockholders' Equity [Abstract]
Dividends paid (in dollars per share)	$ 0.11	$ 0.11	$ 0.11	$ 0.10	$ 0.10	$ 0.10	$ 0.33	$ 0.30

Organization and Basis of Presentation	9 Months Ended
Organization and Basis of Presentation	Sep. 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. On August 29, 2024, the Company’s stockholders approved and adopted the Merger Agreement at a special meeting of stockholders. Completion of the Merger remains subject to certain conditions, including certain governmental and regulatory approvals. The Merger is currently expected to close late in the fourth quarter of 2024; 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. Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional details relating to the Merger. In association with the Merger, for the three and nine months ended September 30, 2024, we have incurred transaction costs of $6 million and $16 million, respectively, which are recorded as general and administrative expense in the consolidated statements of income. We 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 third quarter and first nine months of 2024 are not necessarily indicative of the results to be expected for the full year.

Accounting Standards	9 Months Ended
Accounting Standards	Sep. 30, 2024
Accounting Policies [Abstract]
Accounting Standards	Accounting Standards Accounting Standards Updates Adopted No accounting standards were adopted during the first nine 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.

Income and Dividends per Common Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Income and Dividends per Common Share


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions, except per share data)	2024		2023		2024		2023
Net income	$	287	$	453	$	933	$	1,157

Weighted average common shares outstanding	563		603		570		615
Effect of dilutive securities	1		1		—		1
Weighted average common shares, diluted	564		604		570		616
Net income per share:
Basic	$	0.51	$	0.75	$	1.64	$	1.88
Diluted	$	0.51	$	0.75	$	1.64	$	1.88

Dividends per share	$	0.11	$	0.10	$	0.33	$	0.30

Under the Merger Agreement, we are subject to restrictions that prevent us from increasing our quarterly dividend in excess of $0.11 per share.

Revenues

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenues

As of September 30, 2024 and December 31, 2023, receivables from contracts with customers, included in receivables, net, were $905 million and $886 million, respectively.

The following tables present our revenues from contracts with customers disaggregated by product type and geographic areas for the three and nine months ended September 30:

United States


	Three Months Ended September 30, 2024
(In millions)	Eagle Ford		Bakken		Permian		Oklahoma		Other U.S.		Total
Crude oil and condensate	$	589	$	489	$	214	$	48	$	10	$	1,350
NGLs	78		44		28		27		—		177
Natural gas	37		10		—		22		—		69
Other	3		—		—		—		16		19
Revenues from contracts with customers	$	707	$	543	$	242	$	97	$	26	$	1,615


	Three Months Ended September 30, 2023
(In millions)	Eagle Ford		Bakken		Permian		Oklahoma		Other U.S.		Total
Crude oil and condensate	$	587	$	580	$	164	$	64	$	13	$	1,408
NGLs	80		47		20		30		—		177
Natural gas	48		20		12		31		1		112
Other	2		—		—		—		1		3
Revenues from contracts with customers	$	717	$	647	$	196	$	125	$	15	$	1,700


	Nine Months Ended September 30, 2024
(In millions)	Eagle Ford		Bakken		Permian		Oklahoma		Other U.S.		Total
Crude oil and condensate	$	1,610	$	1,436	$	604	$	162	$	34	$	3,846
NGLs	203		130		69		89		—		491
Natural gas	101		37		9		72		1		220
Other	6		—		—		—		25		31
Revenues from contracts with customers	$	1,920	$	1,603	$	682	$	323	$	60	$	4,588


	Nine Months Ended September 30, 2023
(In millions)	Eagle Ford		Bakken		Permian		Oklahoma		Other U.S.		Total
Crude oil and condensate	$	1,606	$	1,467	$	475	$	205	$	35	$	3,788
NGLs	215		125		60		102		—		502
Natural gas	141		69		30		95		2		337
Other	5		—		—		—		11		16
Revenues from contracts with customers	$	1,967	$	1,661	$	565	$	402	$	48	$	4,643

International (E.G.)


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2024		2023		2024		2023
Crude oil and condensate	$	53	$	64	$	142	$	160
NGLs	—		1		1		2

Natural gas, sold as gas	1		5		5		14
Natural gas, sold as LNG	72		—		207		—
Natural gas, total	73		5		212		14
Other	—		1		2		3
Revenues from contracts with customers	$	126	$	71	$	357	$	179

Segment Information

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

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


	Three Months Ended September 30, 2024
(In millions)	U.S.		Int’l		Not Allocated to Segments			Total
Revenues from contracts with customers	$	1,615	$	126	$	—		$	1,741
Net gain on commodity derivatives	—		—		9		(b)	9
Income from equity method investments	—		39		—			39

Other income (expense)	(1)		2		1			2
Less costs and expenses:
Production	209		14		—			223
Shipping, handling and other operating, including related party	187		17		—			204
Exploration	9		—		—			9
Depreciation, depletion and amortization	611		11		5			627
Impairments	—		—		1			1
Taxes other than income	99		—		—			99
General and administrative	39		3		46		(c)	88
Net interest and other	—		—		77			77
Other net periodic benefit credits	—		—		(3)			(3)

Income tax provision	98		27		54		(d)	179
Segment income (loss)	$	362	$	95	$	(170)		$	287
Total assets	$	18,443	$	882	$	97		$	19,422
Capital expenditures(a)	$	454	$	3	$	1		$	458

(a)Includes accruals and excludes acquisitions.

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

(c)Includes $6 million of transaction costs associated with the Merger with ConocoPhillips (See Note 1).

(d)Includes a $75 million deferred tax valuation allowance against foreign tax credits (See Note 6).


	Three Months Ended September 30, 2023
(In millions)	U.S.		Int’l		Not Allocated to Segments			Total
Revenues from contracts with customers	$	1,700	$	71	$	—		$	1,771
Net gain (loss) on commodity derivatives	7		—		(6)		(b)	1
Income from equity method investments	—		38		—			38
Net gain on disposal of assets	—		—		1			1
Other income	—		1		1			2
Less costs and expenses:
Production	173		19		—			192
Shipping, handling and other operating, including related party	162		2		—			164
Exploration	8		1		11		(c)	20
Depreciation, depletion and amortization	570		12		1			583

Taxes other than income	112		—		1			113
General and administrative	32		3		37			72
Net interest and other	—		—		94			94
Other net periodic benefit credits	—		—		(5)			(5)

Income tax provision (benefit)	145		11		(29)			127
Segment income (loss)	$	505	$	62	$	(114)		$	453
Total assets	$	18,503	$	1,072	$	344		$	19,919
Capital expenditures(a)	$	444	$	1	$	4		$	449

(a)Includes accruals and excludes acquisitions.

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

(c)Includes $11 million of unproved impairments related to Permian exploration leases.


	Nine Months Ended September 30, 2024
(In millions)	U.S.		Int’l		Not Allocated to Segments			Total
Revenues from contracts with customers	$	4,588	$	357	$	—		$	4,945
Net loss on commodity derivatives	—		—		(14)		(b)	(14)
Income from equity method investments	—		104		—			104
Net gain on disposal of assets	—		—		10		(c)	10
Other income (expense)	(4)		5		3			4
Less costs and expenses:
Production	608		52		—			660
Shipping, handling and other operating, including related party	491		47		10			548
Exploration	26		—		4			30
Depreciation, depletion and amortization	1,673		31		24			1,728
Impairments	—		—		1			1
Taxes other than income	298		—		—			298
General and administrative	118		10		145		(d)	273
Net interest and other	—		—		226			226
Other net periodic benefit credits	—		—		(8)			(8)

Income tax provision (benefit)	295		70		(5)		(e)	360
Segment income (loss)	$	1,075	$	256	$	(398)		$	933
Total assets	$	18,443	$	882	$	97		$	19,422
Capital expenditures(a)	$	1,712	$	7	$	7		$	1,726

(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 $16 million of transaction costs associated with the Merger with ConocoPhillips (See Note 1).

(e)Includes a $75 million deferred tax valuation allowance against foreign tax credits (See Note 6).


	Nine Months Ended September 30, 2023
(In millions)	U.S.			Int’l		Not Allocated to Segments			Total
Revenue from contracts with customers	$	4,643		$	179	$	—		$	4,822
Net gain (loss) on commodity derivatives	27			—		(8)		(c)	19
Income from equity method investments	—			140		—			140
Net gain on disposal of assets	—			—		6			6
Other income	12			5		2			19
Less costs and expenses:
Production	542			65		—			607
Shipping, handling and other operating, including related party	482			5		—			487
Exploration	19			1		26		(d)	46
Depreciation, depletion and amortization	1,622			34		6			1,662

Taxes other than income	252		(b)	—		(1)			251
General and administrative	98			9		118			225
Net interest and other	—			—		268			268
Other net periodic benefit credits	—			—		(11)			(11)

Income tax provision (benefit)	372			29		(87)			314
Segment income (loss)	$	1,295		$	181	$	(319)		$	1,157
Total assets	$	18,503		$	1,072	$	344		$	19,919
Capital expenditures(a)	$	1,661		$	3	$	9		$	1,673

(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 and $11 million of unproved impairments related to Permian exploration leases.

Income Taxes

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Effective Tax Rate

For the three and nine months ended September 30, 2024 and 2023, our effective income tax rates were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Effective income tax rate	38	%	22	%	28	%	21	%

Debt	9 Months Ended
Debt	Sep. 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 September 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 September 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 September 30, 2024, we had $180 million of outstanding commercial paper maturing at various dates with a weighted average interest rate of 5.27%. 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. Long-term debt At September 30, 2024, we had $4.6 billion of total long-term debt outstanding. 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 for permitted borrowings under our commercial paper program or Revolving Credit Facility (see Revolving Credit Facility and Commercial Paper Program above). 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 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. In July 2023, we redeemed the $131 million 8.125% Senior Notes in connection with their maturity date. In March 2023, we redeemed the $70 million 8.5% Senior Notes in connection with their maturity date. 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.

Derivatives

9 Months Ended

Sep. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

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:


	September 30, 2024
(In millions)	Asset		Liability		Net Asset		Balance Sheet Location
Not Designated as Hedges
Commodity	$	10	$	—	$	10	Other current assets




Total Not Designated as Hedges	$	10	$	—	$	10

Cash Flow Hedges
Interest Rate	$	7	$	—	$	7	Other current assets
Interest Rate	4		—		4		Other noncurrent assets


Total Designated Hedges	$	11	$	—	$	11
Total	$	21	$	—	$	21


	December 31, 2023
(In millions)	Asset		Liability		Net Asset		Balance Sheet Location
Not Designated as Hedges
Commodity	$	24	$	—	$	24	Other current assets


Total Not Designated as Hedges	$	24	$	—	$	24

Cash Flow Hedges
Interest Rate	$	9	$	—	$	9	Other current assets
Interest Rate	9		—		9		Other noncurrent assets
Total Designated Hedges	$	18	$	—	$	18
Total	$	42	$	—	$	42

Derivatives Not Designated as Hedges

Commodity Derivatives

The following table sets forth outstanding derivative contracts as of September 30, 2024, and the weighted average prices for those contracts:


	2024			2025
		Fourth Quarter			First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Crude Oil
NYMEX WTI Three-Way Collars
Volume (Bbls/day)		50,000			—		—		—		—
Weighted average price per Bbl:
Ceiling		$	95.95		$	—	$	—	$	—	$	—
Floor		$	65.00		$	—	$	—	$	—	$	—
Sold put		$	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


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2024		2023		2024		2023
Unrealized gain (loss) on derivative instruments, net	$	9	$	(6)	$	(14)	$	(8)
Realized gain on derivative instruments, net(a)	$	—	$	7	$	—	$	27

Derivatives Designated as Cash Flow Hedges

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Values – Recurring

The following tables present assets and liabilities accounted for at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 by hierarchy level:


	September 30, 2024
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Commodity(a)	$	—	$	10	$	—	$	10

Interest rate - designated as cash flow hedges	—		11		—		11
Derivative instruments, assets	$	—	$	21	$	—	$	21


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

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

Fair Values – Financial Instruments


	September 30, 2024				December 31, 2023
(In millions)	Fair Value		Carrying Amount		Fair Value		Carrying Amount
Financial assets

Other noncurrent assets	$	10	$	32	$	9	$	27
Total financial assets	$	10	$	32	$	9	$	27
Financial liabilities
Other current liabilities	$	80	$	123	$	80	$	126
Long-term debt, including current portion(a)	4,824		4,596		4,961		4,997
Deferred credits and other liabilities	58		60		70		71
Total financial liabilities	$	4,962	$	4,779	$	5,111	$	5,194

(a)Excludes debt issuance costs.

Property, Plant and Equipment

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment


(In millions)	September 30, 2024		December 31, 2023
United States	$	16,941	$	16,905
International	229		252
Corporate	50		56
Net property, plant and equipment	$	17,220	$	17,213

As of September 30, 2024 and December 31, 2023, we had no exploratory well costs capitalized greater than one year related to suspended wells.

Asset Retirement Obligations

9 Months Ended

Sep. 30, 2024

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligations


	September 30,
(In millions)	2024		2023
Beginning balance as of January 1	$	340	$	340
Incurred liabilities, including acquisitions	8		4
Settled liabilities, including dispositions	(9)		(27)
Accretion expense (included in depreciation, depletion and amortization)	12		11
Revisions of estimates	3		12

Ending balance as of September 30, total	$	354	$	340

Ending balance as of September 30, short-term	$	13	$	32

Equity Method Investments

9 Months Ended

Sep. 30, 2024

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments


(In millions)	Ownership as of September 30, 2024	September 30, 2024		December 31, 2023
EG LNG (a)	56%	$	108	$	118
Alba Plant LLC (b)	52%	155		153
AMPCO (c)	45%	169		162
Total		$	432	$	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 September 30,				Nine Months Ended September 30,
(In millions)	2024		2023		2024		2023
Income data:
Revenues and other income	$	194	$	200	$	588	$	689
Income from operations	73		77		232		279
Net income	$	63	$	63	$	193	$	227

Related Party Lease Transaction


(In millions)	Operating Lease Future Cash Receipts
2024	$	2
2025	6
2026	6
2027	6
2028	6
Thereafter	35
Total undiscounted cash flows	$	61

Stockholders' Equity	9 Months Ended
Stockholders' Equity	Sep. 30, 2024
Equity [Abstract]
Stockholders' Equity	Stockholders’ Equity Our Board of Directors has authorized a share repurchase program. During the first nine 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 September 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.

Incentive Based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Incentive Based Compensation

Stock options and restricted stock units

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


	Stock Options			Restricted Stock Units
	Number of Shares	Weighted Average Exercise Price		Number of Shares & Units	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2023	1,004,304	$	31.38	3,514,405	$	22.07
Granted	—	—		2,100,923	24.67
Exercised/Vested	(13,889)	10.47		(1,787,035)	19.40
Canceled	(649,764)	33.78		(153,072)	24.22
Outstanding at September 30, 2024	340,651	$	27.64	3,675,221	$	24.76

Stock-based performance unit awards

Inventories

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Inventories


(In millions)	September 30, 2024		December 31, 2023
Crude oil, NGLs and natural gas, including LNG	$	13	$	14
Supplies and other items	153		172
Inventories	$	166	$	186

Supplemental Cash Flow Information

9 Months Ended

Sep. 30, 2024

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information


	Nine Months Ended September 30,
(In millions)	2024		2023
Included in operating activities:
Interest paid (a)	$	181	$	251
Income taxes paid, net of refunds	$	67	$	103
Noncash investing activities:
Increase in asset retirement costs	$	11	$	16

Other noncash investing activities include accrued capital expenditures for the nine months ended September 30, 2024 and 2023 of $130 million and $125 million, respectively.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 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 September 30, 2024, we have a $125 million current liability in suspended royalty and working interest revenue, including interest, of which $104 million was included within accounts payable and $21 million related to accrued interest was included within other current liabilities on our consolidated balance sheet. Additionally, we have a long-term receivable of $30 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. To fully resolve this matter, on July 10, 2024, we entered into a consent decree with the EPA and Department of Justice, which was entered by the court on September 17, 2024. The consent decree requires 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 quarterly report for the period ending March 31, 2024. In October 2024, we paid the $65 million civil penalty in full. In 2022, we began early implementation of the injunctive requirements, which are scheduled to be completed in 2025 for a total cost of approximately $177 million, over 70% of which has been incurred or included in the 2024 capital budget with the remaining amount to be spent by the end of 2025. The consent decree contains a detailed compliance schedule with deadlines for achievement of milestones through at least 2026 and requirements for ongoing permitting, inspection and monitoring, maintenance, auditing, and reporting. 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 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 September 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 September 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.

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net income	$ 287	$ 349	$ 297	$ 453	$ 287	$ 417	$ 933	$ 1,157

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 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

Organization and Basis of Presentation (Policies)	9 Months Ended
Organization and Basis of Presentation (Policies)	Sep. 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 third quarter and first nine 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 nine 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.

Income and Dividends per Common Share (Tables)

9 Months Ended

Sep. 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 and performance units for the three and nine months ended September 30, 2024. In addition, the per share calculations below exclude 1 million of antidilutive stock options and performance units for the three and nine months ended September 30, 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions, except per share data)	2024		2023		2024		2023
Net income	$	287	$	453	$	933	$	1,157

Weighted average common shares outstanding	563		603		570		615
Effect of dilutive securities	1		1		—		1
Weighted average common shares, diluted	564		604		570		616
Net income per share:
Basic	$	0.51	$	0.75	$	1.64	$	1.88
Diluted	$	0.51	$	0.75	$	1.64	$	1.88

Dividends per share	$	0.11	$	0.10	$	0.33	$	0.30

Revenues (Tables)

9 Months Ended

Sep. 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 nine months ended September 30:

United States


	Three Months Ended September 30, 2024
(In millions)	Eagle Ford		Bakken		Permian		Oklahoma		Other U.S.		Total
Crude oil and condensate	$	589	$	489	$	214	$	48	$	10	$	1,350
NGLs	78		44		28		27		—		177
Natural gas	37		10		—		22		—		69
Other	3		—		—		—		16		19
Revenues from contracts with customers	$	707	$	543	$	242	$	97	$	26	$	1,615


	Three Months Ended September 30, 2023
(In millions)	Eagle Ford		Bakken		Permian		Oklahoma		Other U.S.		Total
Crude oil and condensate	$	587	$	580	$	164	$	64	$	13	$	1,408
NGLs	80		47		20		30		—		177
Natural gas	48		20		12		31		1		112
Other	2		—		—		—		1		3
Revenues from contracts with customers	$	717	$	647	$	196	$	125	$	15	$	1,700


	Nine Months Ended September 30, 2024
(In millions)	Eagle Ford		Bakken		Permian		Oklahoma		Other U.S.		Total
Crude oil and condensate	$	1,610	$	1,436	$	604	$	162	$	34	$	3,846
NGLs	203		130		69		89		—		491
Natural gas	101		37		9		72		1		220
Other	6		—		—		—		25		31
Revenues from contracts with customers	$	1,920	$	1,603	$	682	$	323	$	60	$	4,588


	Nine Months Ended September 30, 2023
(In millions)	Eagle Ford		Bakken		Permian		Oklahoma		Other U.S.		Total
Crude oil and condensate	$	1,606	$	1,467	$	475	$	205	$	35	$	3,788
NGLs	215		125		60		102		—		502
Natural gas	141		69		30		95		2		337
Other	5		—		—		—		11		16
Revenues from contracts with customers	$	1,967	$	1,661	$	565	$	402	$	48	$	4,643

International (E.G.)


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2024		2023		2024		2023
Crude oil and condensate	$	53	$	64	$	142	$	160
NGLs	—		1		1		2

Natural gas, sold as gas	1		5		5		14
Natural gas, sold as LNG	72		—		207		—
Natural gas, total	73		5		212		14
Other	—		1		2		3
Revenues from contracts with customers	$	126	$	71	$	357	$	179

Segment Information (Tables)

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information


	Three Months Ended September 30, 2024
(In millions)	U.S.		Int’l		Not Allocated to Segments			Total
Revenues from contracts with customers	$	1,615	$	126	$	—		$	1,741
Net gain on commodity derivatives	—		—		9		(b)	9
Income from equity method investments	—		39		—			39

Other income (expense)	(1)		2		1			2
Less costs and expenses:
Production	209		14		—			223
Shipping, handling and other operating, including related party	187		17		—			204
Exploration	9		—		—			9
Depreciation, depletion and amortization	611		11		5			627
Impairments	—		—		1			1
Taxes other than income	99		—		—			99
General and administrative	39		3		46		(c)	88
Net interest and other	—		—		77			77
Other net periodic benefit credits	—		—		(3)			(3)

Income tax provision	98		27		54		(d)	179
Segment income (loss)	$	362	$	95	$	(170)		$	287
Total assets	$	18,443	$	882	$	97		$	19,422
Capital expenditures(a)	$	454	$	3	$	1		$	458

(a)Includes accruals and excludes acquisitions.

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

(c)Includes $6 million of transaction costs associated with the Merger with ConocoPhillips (See Note 1).

(d)Includes a $75 million deferred tax valuation allowance against foreign tax credits (See Note 6).


	Three Months Ended September 30, 2023
(In millions)	U.S.		Int’l		Not Allocated to Segments			Total
Revenues from contracts with customers	$	1,700	$	71	$	—		$	1,771
Net gain (loss) on commodity derivatives	7		—		(6)		(b)	1
Income from equity method investments	—		38		—			38
Net gain on disposal of assets	—		—		1			1
Other income	—		1		1			2
Less costs and expenses:
Production	173		19		—			192
Shipping, handling and other operating, including related party	162		2		—			164
Exploration	8		1		11		(c)	20
Depreciation, depletion and amortization	570		12		1			583

Taxes other than income	112		—		1			113
General and administrative	32		3		37			72
Net interest and other	—		—		94			94
Other net periodic benefit credits	—		—		(5)			(5)

Income tax provision (benefit)	145		11		(29)			127
Segment income (loss)	$	505	$	62	$	(114)		$	453
Total assets	$	18,503	$	1,072	$	344		$	19,919
Capital expenditures(a)	$	444	$	1	$	4		$	449

(a)Includes accruals and excludes acquisitions.

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

(c)Includes $11 million of unproved impairments related to Permian exploration leases.


	Nine Months Ended September 30, 2024
(In millions)	U.S.		Int’l		Not Allocated to Segments			Total
Revenues from contracts with customers	$	4,588	$	357	$	—		$	4,945
Net loss on commodity derivatives	—		—		(14)		(b)	(14)
Income from equity method investments	—		104		—			104
Net gain on disposal of assets	—		—		10		(c)	10
Other income (expense)	(4)		5		3			4
Less costs and expenses:
Production	608		52		—			660
Shipping, handling and other operating, including related party	491		47		10			548
Exploration	26		—		4			30
Depreciation, depletion and amortization	1,673		31		24			1,728
Impairments	—		—		1			1
Taxes other than income	298		—		—			298
General and administrative	118		10		145		(d)	273
Net interest and other	—		—		226			226
Other net periodic benefit credits	—		—		(8)			(8)

Income tax provision (benefit)	295		70		(5)		(e)	360
Segment income (loss)	$	1,075	$	256	$	(398)		$	933
Total assets	$	18,443	$	882	$	97		$	19,422
Capital expenditures(a)	$	1,712	$	7	$	7		$	1,726

(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 $16 million of transaction costs associated with the Merger with ConocoPhillips (See Note 1).

(e)Includes a $75 million deferred tax valuation allowance against foreign tax credits (See Note 6).


	Nine Months Ended September 30, 2023
(In millions)	U.S.			Int’l		Not Allocated to Segments			Total
Revenue from contracts with customers	$	4,643		$	179	$	—		$	4,822
Net gain (loss) on commodity derivatives	27			—		(8)		(c)	19
Income from equity method investments	—			140		—			140
Net gain on disposal of assets	—			—		6			6
Other income	12			5		2			19
Less costs and expenses:
Production	542			65		—			607
Shipping, handling and other operating, including related party	482			5		—			487
Exploration	19			1		26		(d)	46
Depreciation, depletion and amortization	1,622			34		6			1,662

Taxes other than income	252		(b)	—		(1)			251
General and administrative	98			9		118			225
Net interest and other	—			—		268			268
Other net periodic benefit credits	—			—		(11)			(11)

Income tax provision (benefit)	372			29		(87)			314
Segment income (loss)	$	1,295		$	181	$	(319)		$	1,157
Total assets	$	18,503		$	1,072	$	344		$	19,919
Capital expenditures(a)	$	1,661		$	3	$	9		$	1,673

(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 and $11 million of unproved impairments related to Permian exploration leases.

Income Taxes (Tables)

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

For the three and nine months ended September 30, 2024 and 2023, our effective income tax rates were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Effective income tax rate	38	%	22	%	28	%	21	%

Derivatives (Tables)

9 Months Ended

Sep. 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:


	September 30, 2024
(In millions)	Asset		Liability		Net Asset		Balance Sheet Location
Not Designated as Hedges
Commodity	$	10	$	—	$	10	Other current assets




Total Not Designated as Hedges	$	10	$	—	$	10

Cash Flow Hedges
Interest Rate	$	7	$	—	$	7	Other current assets
Interest Rate	4		—		4		Other noncurrent assets


Total Designated Hedges	$	11	$	—	$	11
Total	$	21	$	—	$	21


	December 31, 2023
(In millions)	Asset		Liability		Net Asset		Balance Sheet Location
Not Designated as Hedges
Commodity	$	24	$	—	$	24	Other current assets


Total Not Designated as Hedges	$	24	$	—	$	24

Cash Flow Hedges
Interest Rate	$	9	$	—	$	9	Other current assets
Interest Rate	9		—		9		Other noncurrent assets
Total Designated Hedges	$	18	$	—	$	18
Total	$	42	$	—	$	42

Schedule of Notional Amounts of Outstanding Derivative Positions

The following table sets forth outstanding derivative contracts as of September 30, 2024, and the weighted average prices for those contracts:


	2024			2025
		Fourth Quarter			First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Crude Oil
NYMEX WTI Three-Way Collars
Volume (Bbls/day)		50,000			—		—		—		—
Weighted average price per Bbl:
Ceiling		$	95.95		$	—	$	—	$	—	$	—
Floor		$	65.00		$	—	$	—	$	—	$	—
Sold put		$	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


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2024		2023		2024		2023
Unrealized gain (loss) on derivative instruments, net	$	9	$	(6)	$	(14)	$	(8)
Realized gain on derivative instruments, net(a)	$	—	$	7	$	—	$	27

Fair Value Measurements (Tables)

9 Months Ended

Sep. 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 September 30, 2024 and December 31, 2023 by hierarchy level:


	September 30, 2024
(In millions)	Level 1		Level 2		Level 3		Total
Derivative instruments, assets
Commodity(a)	$	—	$	10	$	—	$	10

Interest rate - designated as cash flow hedges	—		11		—		11
Derivative instruments, assets	$	—	$	21	$	—	$	21


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

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

Schedule of Fair Value, by Balance Sheet Grouping


	September 30, 2024				December 31, 2023
(In millions)	Fair Value		Carrying Amount		Fair Value		Carrying Amount
Financial assets

Other noncurrent assets	$	10	$	32	$	9	$	27
Total financial assets	$	10	$	32	$	9	$	27
Financial liabilities
Other current liabilities	$	80	$	123	$	80	$	126
Long-term debt, including current portion(a)	4,824		4,596		4,961		4,997
Deferred credits and other liabilities	58		60		70		71
Total financial liabilities	$	4,962	$	4,779	$	5,111	$	5,194

(a)Excludes debt issuance costs.

Property, Plant and Equipment (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment


(In millions)	September 30, 2024		December 31, 2023
United States	$	16,941	$	16,905
International	229		252
Corporate	50		56
Net property, plant and equipment	$	17,220	$	17,213

Asset Retirement Obligations (Tables)

9 Months Ended

Sep. 30, 2024

Asset Retirement Obligation Disclosure [Abstract]

Schedule of Changes in Asset Retirement Obligations


	September 30,
(In millions)	2024		2023
Beginning balance as of January 1	$	340	$	340
Incurred liabilities, including acquisitions	8		4
Settled liabilities, including dispositions	(9)		(27)
Accretion expense (included in depreciation, depletion and amortization)	12		11
Revisions of estimates	3		12

Ending balance as of September 30, total	$	354	$	340

Ending balance as of September 30, short-term	$	13	$	32

Equity Method Investments (Tables)

9 Months Ended

Sep. 30, 2024

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Equity Method Investments


(In millions)	Ownership as of September 30, 2024	September 30, 2024		December 31, 2023
EG LNG (a)	56%	$	108	$	118
Alba Plant LLC (b)	52%	155		153
AMPCO (c)	45%	169		162
Total		$	432	$	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 September 30,				Nine Months Ended September 30,
(In millions)	2024		2023		2024		2023
Income data:
Revenues and other income	$	194	$	200	$	588	$	689
Income from operations	73		77		232		279
Net income	$	63	$	63	$	193	$	227

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	$	2
2025	6
2026	6
2027	6
2028	6
Thereafter	35
Total undiscounted cash flows	$	61

Incentive Based Compensation (Tables)

9 Months Ended

Sep. 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 nine months of 2024:


	Stock Options			Restricted Stock Units
	Number of Shares	Weighted Average Exercise Price		Number of Shares & Units	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2023	1,004,304	$	31.38	3,514,405	$	22.07
Granted	—	—		2,100,923	24.67
Exercised/Vested	(13,889)	10.47		(1,787,035)	19.40
Canceled	(649,764)	33.78		(153,072)	24.22
Outstanding at September 30, 2024	340,651	$	27.64	3,675,221	$	24.76

Inventories (Tables)

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Schedule of Inventory, Current


(In millions)	September 30, 2024		December 31, 2023
Crude oil, NGLs and natural gas, including LNG	$	13	$	14
Supplies and other items	153		172
Inventories	$	166	$	186

Supplemental Cash Flow Information (Tables)

9 Months Ended

Sep. 30, 2024

Supplemental Cash Flow Elements [Abstract]

Schedule of Supplemental Cash Flow Information


	Nine Months Ended September 30,
(In millions)	2024		2023
Included in operating activities:
Interest paid (a)	$	181	$	251
Income taxes paid, net of refunds	$	67	$	103
Noncash investing activities:
Increase in asset retirement costs	$	11	$	16

Organization and Basis of Presentation (Details) - Marathon Oil Corp. - ConocoPhillips - USD ($) $ in Millions		3 Months Ended	9 Months Ended
	May 28, 2024	Sep. 30, 2024	Sep. 30, 2024
Business Acquisition [Line Items]
Shares of acquirer stock per share of company stock outstanding (in shares)	0.2550
Merger transaction costs		$ 6	$ 16

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						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share [Abstract]
Net income	$ 287	$ 349	$ 297	$ 453	$ 287	$ 417	$ 933	$ 1,157
Weighted average common shares outstanding (in shares)	563			603			570	615
Effect of dilutive securities (in shares)	1			1			0	1
Weighted average common shares, diluted (in shares)	564			604			570	616
Net income per share:
Basic (in dollars per share)	$ 0.51			$ 0.75			$ 1.64	$ 1.88
Diluted (in dollars per share)	0.51			0.75			1.64	1.88
Dividends per share (in dollars per share)	$ 0.11	$ 0.11	$ 0.11	$ 0.10	$ 0.10	$ 0.10	$ 0.33	$ 0.30

Income and Dividends per Common Share - Narrative (Details) - $ / shares shares in Millions		3 Months Ended		9 Months Ended
	May 28, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share (in shares)		0	1	0	1
Marathon Oil Corp. \| ConocoPhillips
Business Acquisition [Line Items]
Dividends payable threshold amount per share (in dollars per share)	$ 0.11

Revenues - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Receivables from contract with customer	$ 905	$ 886

Revenues - Revenues from Contracts with Customers by Product Type and Geographic Areas (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	$ 1,741	$ 1,771	$ 4,945	$ 4,822
United States
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	1,615	1,700	4,588	4,643
United States \| Eagle Ford
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	707	717	1,920	1,967
United States \| Bakken
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	543	647	1,603	1,661
United States \| Permian
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	242	196	682	565
United States \| Oklahoma
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	97	125	323	402
United States \| Other U.S.
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	26	15	60	48
United States \| Crude oil and condensate
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	1,350	1,408	3,846	3,788
United States \| Crude oil and condensate \| Eagle Ford
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	589	587	1,610	1,606
United States \| Crude oil and condensate \| Bakken
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	489	580	1,436	1,467
United States \| Crude oil and condensate \| Permian
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	214	164	604	475
United States \| Crude oil and condensate \| Oklahoma
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	48	64	162	205
United States \| Crude oil and condensate \| Other U.S.
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	10	13	34	35
United States \| NGLs
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	177	177	491	502
United States \| NGLs \| Eagle Ford
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	78	80	203	215
United States \| NGLs \| Bakken
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	44	47	130	125
United States \| NGLs \| Permian
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	28	20	69	60
United States \| NGLs \| Oklahoma
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	27	30	89	102
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	69	112	220	337
United States \| Natural gas \| Eagle Ford
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	37	48	101	141
United States \| Natural gas \| Bakken
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	10	20	37	69
United States \| Natural gas \| Permian
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	0	12	9	30
United States \| Natural gas \| Oklahoma
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	22	31	72	95
United States \| Natural gas \| Other U.S.
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	0	1	1	2
United States \| Other
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	19	3	31	16
United States \| Other \| Eagle Ford
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	3	2	6	5
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	16	1	25	11
International \| International, Equatorial Guinea (E.G.)
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	126	71	357	179
International \| Crude oil and condensate \| International, Equatorial Guinea (E.G.)
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	53	64	142	160
International \| NGLs \| International, Equatorial Guinea (E.G.)
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	0	1	1	2
International \| Natural gas \| International, Equatorial Guinea (E.G.)
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	73	5	212	14
International \| Natural gas, sold as gas \| International, Equatorial Guinea (E.G.)
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	1	5	5	14
International \| Natural gas, sold as LNG \| International, Equatorial Guinea (E.G.)
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	72	0	207	0
International \| Other \| International, Equatorial Guinea (E.G.)
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	$ 0	$ 1	$ 2	$ 3

Segment Information (Details) $ in Millions	3 Months Ended						9 Months Ended
Segment Information (Details) $ in Millions	Sep. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Sep. 30, 2024 USD ($) segment	Sep. 30, 2023 USD ($)	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	$ 1,741			$ 1,771			$ 4,945	$ 4,822
Net gain (loss) on commodity derivatives	9			1			(14)	19
Income from equity method investments	39			38			104	140
Net gain on disposal of assets	0			1			10	6
Other income (expense)	2			2			4	19
Less costs and expenses:
Production	223			192			660	607
Shipping, handling and other operating, including related party	204			164			548	487
Exploration	9			20			30	46
Depreciation, depletion and amortization	627			583			1,728	1,662
Impairments	1			0			1	0
Taxes other than income	99			113			298	251
General and administrative	88			72			273	225
Net interest and other	77			94			226	268
Other net periodic benefit credits	(3)			(5)			(8)	(11)
Income tax provision (benefit)	179			127			360	314
Net income	287	$ 349	$ 297	453	$ 287	$ 417	933	1,157
Total assets	19,422			19,919			19,422	19,919	$ 19,575
Capital expenditures	458			449			1,726	1,673
Tax credit carryforward, valuation allowance	75						75
Marathon Oil Corp. \| ConocoPhillips
Less costs and expenses:
Merger transaction costs	6						16
Eagle Ford
Less costs and expenses:
Taxes other than income								47
Permian Basin
Less costs and expenses:
Exploration				11				11
Dry well cost								10
U.S.
Segment Reporting Information [Line Items]
Revenues from contracts with customers	1,615			1,700			4,588	4,643
U.S. \| Eagle Ford
Segment Reporting Information [Line Items]
Revenues from contracts with customers	707			717			1,920	1,967
Operating Segments \| U.S.
Segment Reporting Information [Line Items]
Revenues from contracts with customers	1,615			1,700			4,588	4,643
Net gain (loss) on commodity derivatives	0			7			0	27
Income from equity method investments	0			0			0	0
Net gain on disposal of assets				0			0	0
Other income (expense)	(1)			0			(4)	12
Less costs and expenses:
Production	209			173			608	542
Shipping, handling and other operating, including related party	187			162			491	482
Exploration	9			8			26	19
Depreciation, depletion and amortization	611			570			1,673	1,622
Impairments	0						0
Taxes other than income	99			112			298	252
General and administrative	39			32			118	98
Net interest and other	0			0			0	0
Other net periodic benefit credits	0			0			0	0
Income tax provision (benefit)	98			145			295	372
Net income	362			505			1,075	1,295
Total assets	18,443			18,503			18,443	18,503
Capital expenditures	454			444			1,712	1,661
Operating Segments \| Int’l
Segment Reporting Information [Line Items]
Revenues from contracts with customers	126			71			357	179
Net gain (loss) on commodity derivatives	0			0			0	0
Income from equity method investments	39			38			104	140
Net gain on disposal of assets				0			0	0
Other income (expense)	2			1			5	5
Less costs and expenses:
Production	14			19			52	65
Shipping, handling and other operating, including related party	17			2			47	5
Exploration	0			1			0	1
Depreciation, depletion and amortization	11			12			31	34
Impairments	0						0
Taxes other than income	0			0			0	0
General and administrative	3			3			10	9
Net interest and other	0			0			0	0
Other net periodic benefit credits	0			0			0	0
Income tax provision (benefit)	27			11			70	29
Net income	95			62			256	181
Total assets	882			1,072			882	1,072
Capital expenditures	3			1			7	3
Not Allocated to Segments
Segment Reporting Information [Line Items]
Revenues from contracts with customers	0			0			0	0
Net gain (loss) on commodity derivatives	9			(6)			(14)	(8)
Income from equity method investments	0			0			0	0
Net gain on disposal of assets				1			10	6
Other income (expense)	1			1			3	2
Less costs and expenses:
Production	0			0			0	0
Shipping, handling and other operating, including related party	0			0			10	0
Exploration	0			11			4	26
Depreciation, depletion and amortization	5			1			24	6
Impairments	1						1
Taxes other than income	0			1			0	(1)
General and administrative	46			37			145	118
Net interest and other	77			94			226	268
Other net periodic benefit credits	(3)			(5)			(8)	(11)
Income tax provision (benefit)	54			(29)			(5)	(87)
Net income	(170)			(114)			(398)	(319)
Total assets	97			344			97	344
Capital expenditures	$ 1			$ 4			$ 7	$ 9

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Effective income tax rate	38.00%	22.00%	28.00%	21.00%
Tax credit carryforward, valuation allowance	$ 75		$ 75

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

Debt - Revolving Credit Facility and Commercial Paper Program (Details)	9 Months Ended
	Sep. 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	$ 180,000,000
Weighted average interest rate	5.27%

Debt - Long-Term Debt (Details) $ in Billions	Sep. 30, 2024 USD ($)
Debt Disclosure [Abstract]
Long-term debt	$ 4.6

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

Debt - Debt Redemption (Details) - USD ($) $ in Millions	Jul. 01, 2024	Jul. 31, 2023	Apr. 30, 2023	Mar. 31, 2023
Sub-series 2017 A-2 Bonds
Debt Instrument [Line Items]
Short-term debt, refinanced amount	$ 200
Sub-series 2017 B-1 Bonds
Debt Instrument [Line Items]
Short-term debt, refinanced amount	200
St. John the Baptist Parish, State of Louisiana Revenue Refunding Bonds
Debt Instrument [Line Items]
Revenue refunding bond	1,000		$ 1,000
Sub-series 2017 Bonds Due 2037
Debt Instrument [Line Items]
Debt outstanding	$ 400
Interest rate	4.125%
Senior Unsecured Notes, 8.125%, Due 2023 \| Unsecured Debt
Debt Instrument [Line Items]
Interest rate		8.125%
Debt instrument outstanding amount		$ 131
Senior Unsecured Notes 8.5% Due 2023 \| Unsecured Debt
Debt Instrument [Line Items]
Interest rate				8.50%
Debt instrument outstanding amount				$ 70

Debt - Debt Remarketing (Details) - USD ($) $ in Millions	1 Months Ended
Debt - Debt Remarketing (Details) - USD ($) $ in Millions	Apr. 30, 2023	Jul. 01, 2024
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	$ 1,000

Derivatives - Balance Sheet Components (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Derivatives, Fair Value [Line Items]
Asset	$ 21	$ 42
Liability	0	0
Net Asset	21	42
Not Designated as Hedges
Derivatives, Fair Value [Line Items]
Asset	10	24
Liability	0	0
Net Asset	10	24
Not Designated as Hedges \| Other current assets \| Commodity
Derivatives, Fair Value [Line Items]
Asset	10	24
Liability	0	0
Net Asset	10	24
Cash Flow Hedges
Derivatives, Fair Value [Line Items]
Asset	11	18
Liability	0	0
Net Asset	11	18
Cash Flow Hedges \| Other current assets \| Interest Rate
Derivatives, Fair Value [Line Items]
Asset	7	9
Liability	0	0
Net Asset	7	9
Cash Flow Hedges \| Other noncurrent assets \| Interest Rate
Derivatives, Fair Value [Line Items]
Asset	4	9
Liability	0	0
Net Asset	$ 4	$ 9

Derivatives - Outstanding Derivative Contracts (Details) - Not Designated as Hedges	Sep. 30, 2024 MMBbls / d bbl / h $ / bbl $ / MMBTU
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, 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

Derivatives - Schedule of Mark-to-market Impact and Commodity Derivative Settlements (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Derivative Instruments, Gain (Loss) [Line Items]
Cash received (paid) for settled derivative positions, net	$ 0	$ 6,000,000	$ 0	$ 23,000,000
Commodity
Derivative Instruments, Gain (Loss) [Line Items]
Unrealized gain (loss) on derivative instruments, net	9,000,000	(6,000,000)	(14,000,000)	(8,000,000)
Realized gain on derivative instruments, net	$ 0	$ 7,000,000	$ 0	$ 27,000,000

Derivatives - Narrative (Details) - Interest Rate Contract, Maturing September 9, 2026 - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Derivative Instruments, Gain (Loss) [Line Items]
Proceeds from hedge settlement	$ 9
Amount expected to be reclassified within 12 months	7
Designated as Hedging Instrument
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, notional amount	$ 295	$ 295
Weighted average interest rate, SOFR	1.43%	1.43%

Fair Value Measurements - Fair Value Recurring (Details) - Recurring - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	$ 21	$ 42
Commodity \| Not Designated as Hedges
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	10	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	11	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	21	42
Level 2 \| Commodity \| Not Designated as Hedges
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, assets	10	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	11	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

Fair Value Measurements - Fair Value Financial Instruments (Details) - USD ($) $ in Millions	Sep. 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	4,824	4,961
Deferred credits and other liabilities	58	70
Total financial liabilities	4,962	5,111
Carrying Amount
Financial assets
Other noncurrent assets	32	27
Total financial assets	32	27
Financial liabilities
Other current liabilities	123	126
Long-term debt, including current portion	4,596	4,997
Deferred credits and other liabilities	60	71
Total financial liabilities	$ 4,779	$ 5,194

Property, Plant and Equipment - Property, Plant and Equipment (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net	$ 17,220	$ 17,213
Operating Segments \| United States
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net	16,941	16,905
Operating Segments \| International
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net	229	252
Corporate
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net	$ 50	$ 56

Property, Plant and Equipment - Narrative (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Exploratory well costs capitalized greater than one year after completion of drilling	$ 0	$ 0

Asset Retirement Obligations (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Beginning balance as of January 1	$ 340	$ 340
Incurred liabilities, including acquisitions	8	4
Settled liabilities, including dispositions	(9)	(27)
Accretion expense (included in depreciation, depletion and amortization)	12	11
Revisions of estimates	3	12
Ending balance as of September 30, total	354	340
Asset retirement obligation, current	$ 13	$ 32

Equity Method Investments - Schedule of Equity Method Investments (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Schedule of Equity Method Investments [Line Items]
Equity method investments	$ 432	$ 433
EG LNG
Schedule of Equity Method Investments [Line Items]
Ownership percentage	56.00%
Equity method investments	$ 108	118
Alba Plant LLC
Schedule of Equity Method Investments [Line Items]
Ownership percentage	52.00%
Equity method investments	$ 155	153
AMPCO
Schedule of Equity Method Investments [Line Items]
Ownership percentage	45.00%
Equity method investments	$ 169	$ 162

Equity Method Investments - Schedule Financial Information (Details) - USD ($) $ in Millions	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Schedule of Equity Method Investments [Line Items]
Revenues and other income	$ 1,791			$ 1,813			$ 5,049	$ 5,006
Income from operations	540			669			1,511	1,728
Net income	287	$ 349	$ 297	453	$ 287	$ 417	933	1,157
Equity Method Investment, Nonconsolidated Investee or Group of Investees
Schedule of Equity Method Investments [Line Items]
Revenues and other income	194			200			588	689
Income from operations	73			77			232	279
Net income	$ 63			$ 63			$ 193	$ 227

Equity Method Investments - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Schedule of Equity Method Investments [Line Items]
Revenues and other income	$ 1,791	$ 1,813	$ 5,049	$ 5,006
Proceeds from equity method investment	29	47	106	296
Receivables, net	1,136		1,136		$ 1,152
Accounts payable	1,390		1,390		1,364
Annual payments to be received			6
Related Party
Schedule of Equity Method Investments [Line Items]
Revenues and other income	2	$ 6	7	$ 17
Receivables, net	34		34		24
Accounts payable	$ 15		$ 15		$ 6

Equity Method Investments - Schedule of Operating Lease, Undiscounted Cash Flows to be Received (Details) $ in Millions	Sep. 30, 2024 USD ($)
Equity Method Investments and Joint Ventures [Abstract]
2024	$ 2
2025	6
2026	6
2027	6
2028	6
Thereafter	35
Total undiscounted cash flows	$ 61

Stockholders' Equity (Details) - USD ($) shares in Millions, $ in Millions	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Equity, Class of Treasury Stock [Line Items]
Payments for repurchase of common stock	$ 516	$ 1,121
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

Incentive Based Compensation - Stock Options and Restricted Stock Units Activity (Details)	9 Months Ended
	Sep. 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	2,100,923
Exercised/Vested (in shares) \| shares	(1,787,035)
Canceled (in shares) \| shares	(153,072)
Outstanding, ending (in shares) \| shares	3,675,221
Weighted Average Grant Date Fair Value
Outstanding, beginning (in dollars per share) \| $ / shares	$ 22.07
Granted (in dollars per share) \| $ / shares	24.67
Exercised/Vested (in dollars per share) \| $ / shares	19.40
Canceled (in dollars per share) \| $ / shares	24.22
Outstanding, ending (in dollars per share) \| $ / shares	$ 24.76

Incentive Based Compensation - Narrative (Details)	9 Months Ended
Incentive Based Compensation - Narrative (Details)	Sep. 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)	261,459
Grant date fair value (in dollars per share) \| $ / shares	$ 28.45
Outstanding units (in shares)	650,966
Performance Unit - Cash Settlement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	261,459
Outstanding units (in shares)	483,923
Unit conversion ratio (in shares)	1
Fair value as of period end (in dollars per share) \| $ / shares	$ 26.96
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

Inventories (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Crude oil, NGLs and natural gas, including LNG	$ 13	$ 14
Supplies and other items	153	172
Inventories	$ 166	$ 186

Supplemental Cash Flow Information (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Included in operating activities:
Interest paid	$ 181	$ 251
Income taxes paid, net of refunds	67	103
Noncash investing activities:
Increase in asset retirement costs	11	16
Capital expenditures incurred but not yet paid	$ 130	$ 125

Commitments and Contingencies (Details) $ in Millions	1 Months Ended	3 Months Ended
Commitments and Contingencies (Details) $ in Millions	Oct. 31, 2024 USD ($)	Jun. 30, 2020 USD ($) guarantee	Sep. 30, 2024 USD ($) tribe	Jul. 10, 2024 USD ($)	Mar. 31, 2024 USD ($)
Loss Contingencies [Line Items]
Number of affiliated tribes \| tribe			3
Contingent royalty liability			$ 125
Contingent capital and expense receivable, noncurrent			30
Loss contingency accrual					$ 65
Total cost for injunctive relief				$ 177
Percentage of cost incurred for injunctive relief				70.00%
Number of guarantees executed \| guarantee		2
Guarantor obligations, current carrying value			4
Performance of Equatorial Guinea LNG Operations, S.A.
Loss Contingencies [Line Items]
Guarantor obligations, maximum exposure		$ 91
Performance of Alba Plant LLC.
Loss Contingencies [Line Items]
Guarantor obligations, maximum exposure		$ 25
Subsequent Event
Loss Contingencies [Line Items]
Payments for legal settlements	$ 65
Accounts Payable
Loss Contingencies [Line Items]
Contingent royalty liability			104
Other current liabilities
Loss Contingencies [Line Items]
Contingent royalty liability			$ 21

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