Delaware
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25-0996816
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $1.00
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New York Stock Exchange
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|||
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|||
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|||
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Productive Wells
(a)
|
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||||||||||||||
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Oil
|
|
Natural Gas
|
|
Service Wells
|
|
Drilling Wells
|
||||||||||||||||
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
6,191
|
|
|
2,315
|
|
|
3,208
|
|
|
1,906
|
|
|
2,328
|
|
|
736
|
|
|
66
|
|
|
30
|
|
E.G.
|
—
|
|
|
—
|
|
|
14
|
|
|
9
|
|
|
4
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Other Africa
|
1,050
|
|
|
171
|
|
|
6
|
|
|
1
|
|
|
101
|
|
|
16
|
|
|
5
|
|
|
1
|
|
Total Africa
|
1,050
|
|
|
171
|
|
|
20
|
|
|
10
|
|
|
105
|
|
|
19
|
|
|
5
|
|
|
1
|
|
Total Europe
|
77
|
|
|
34
|
|
|
40
|
|
|
16
|
|
|
28
|
|
|
11
|
|
|
1
|
|
|
1
|
|
Total Other International
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
1
|
|
Worldwide
|
7,318
|
|
|
2,520
|
|
|
3,268
|
|
|
1,932
|
|
|
2,461
|
|
|
766
|
|
|
76
|
|
|
33
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
5,809
|
|
|
2,058
|
|
|
3,121
|
|
|
1,876
|
|
|
2,313
|
|
|
734
|
|
|
|
|
|
||
E.G.
|
—
|
|
|
—
|
|
|
14
|
|
|
9
|
|
|
4
|
|
|
3
|
|
|
|
|
|
||
Other Africa
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
|
|
|
||
Total Africa
|
—
|
|
|
—
|
|
|
14
|
|
|
9
|
|
|
5
|
|
|
3
|
|
|
|
|
|
||
Total Europe
|
73
|
|
|
31
|
|
|
40
|
|
|
16
|
|
|
28
|
|
|
10
|
|
|
|
|
|
||
Worldwide
|
5,882
|
|
|
2,089
|
|
|
3,175
|
|
|
1,901
|
|
|
2,346
|
|
|
747
|
|
|
|
|
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
4,818
|
|
|
1,860
|
|
|
3,145
|
|
|
1,905
|
|
|
2,466
|
|
|
746
|
|
|
|
|
|
||
E.G.
|
—
|
|
|
—
|
|
|
13
|
|
|
9
|
|
|
5
|
|
|
3
|
|
|
|
|
|
||
Other Africa
|
1,022
|
|
|
168
|
|
|
3
|
|
|
—
|
|
|
94
|
|
|
16
|
|
|
|
|
|
||
Total Africa
|
1,022
|
|
|
168
|
|
|
16
|
|
|
9
|
|
|
99
|
|
|
19
|
|
|
|
|
|
||
Total Europe
|
71
|
|
|
30
|
|
|
40
|
|
|
16
|
|
|
29
|
|
|
11
|
|
|
|
|
|
||
Worldwide
|
5,911
|
|
|
2,058
|
|
|
3,201
|
|
|
1,930
|
|
|
2,594
|
|
|
776
|
|
|
|
|
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(a)
|
Of the gross productive wells, wells with multiple completions operated by us totaled
188
,
168
and
164
as of
December 31, 2012
,
2011
and
2010
. Information on wells with multiple completions operated by others is unavailable to us.
|
(b)
|
As operations were resuming in Libya at December 31, 2011, an accurate count of productive wells was not possible; therefore no Libyan wells are included in this number.
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|
Development
|
|
Exploratory
|
|
Total
|
|||||||||||||||||||||
|
Oil
|
|
Natural
Gas
|
|
Dry
|
|
Total
|
|
Oil
|
|
Natural
Gas
|
|
Dry
|
|
Total
|
|
|
|||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S.
|
172
|
|
|
21
|
|
|
2
|
|
|
195
|
|
|
117
|
|
|
13
|
|
|
9
|
|
|
139
|
|
|
334
|
|
Total Africa
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
5
|
|
Total Europe
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
Total Other International
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Worldwide
|
179
|
|
|
21
|
|
|
2
|
|
|
202
|
|
|
118
|
|
|
13
|
|
|
9
|
|
|
140
|
|
|
342
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S.
|
46
|
|
|
17
|
|
|
3
|
|
|
66
|
|
|
37
|
|
|
4
|
|
|
1
|
|
|
42
|
|
|
108
|
|
Total Africa
(a)
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Total Europe
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Total Other International
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
Worldwide
|
50
|
|
|
17
|
|
|
3
|
|
|
70
|
|
|
37
|
|
|
4
|
|
|
2
|
|
|
43
|
|
|
113
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S.
|
35
|
|
|
46
|
|
|
1
|
|
|
82
|
|
|
20
|
|
|
11
|
|
|
3
|
|
|
34
|
|
|
116
|
|
Total Africa
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
6
|
|
Total Europe
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Total Other International
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
2
|
|
Worldwide
|
42
|
|
|
46
|
|
|
1
|
|
|
89
|
|
|
22
|
|
|
11
|
|
|
4
|
|
|
37
|
|
|
126
|
|
(a)
|
Activity in Libya through February 2011.
|
|
Developed
|
|
Undeveloped
|
|
Developed and
Undeveloped
|
||||||||||||
(In thousands)
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
U.S.
|
1,703
|
|
|
1,271
|
|
|
1,298
|
|
|
1,036
|
|
|
3,001
|
|
|
2,307
|
|
Canada
|
—
|
|
|
—
|
|
|
143
|
|
|
55
|
|
|
143
|
|
|
55
|
|
Total North America
|
1,703
|
|
|
1,271
|
|
|
1,441
|
|
|
1,091
|
|
|
3,144
|
|
|
2,362
|
|
E.G.
|
45
|
|
|
29
|
|
|
183
|
|
|
164
|
|
|
228
|
|
|
193
|
|
Other Africa
|
12,922
|
|
|
2,109
|
|
|
16,069
|
|
|
4,856
|
|
|
28,991
|
|
|
6,965
|
|
Total Africa
|
12,967
|
|
|
2,138
|
|
|
16,252
|
|
|
5,020
|
|
|
29,219
|
|
|
7,158
|
|
Total Europe
|
186
|
|
|
91
|
|
|
3,131
|
|
|
1,487
|
|
|
3,317
|
|
|
1,578
|
|
Other International
|
—
|
|
|
—
|
|
|
571
|
|
|
195
|
|
|
571
|
|
|
195
|
|
Worldwide
|
14,856
|
|
|
3,500
|
|
|
21,395
|
|
|
7,793
|
|
|
36,251
|
|
|
11,293
|
|
|
Net Undeveloped Acres Expiring
|
||||||||
(In thousands)
|
2013
|
|
2014
|
|
2015
|
|
|||
U.S.
|
436
|
|
|
189
|
|
|
130
|
|
|
Canada
|
—
|
|
|
—
|
|
|
—
|
|
|
Total North America
|
436
|
|
|
189
|
|
|
130
|
|
|
E.G.
|
—
|
|
|
36
|
|
|
—
|
|
|
Other Africa
|
858
|
|
|
—
|
|
|
189
|
|
|
Total Africa
|
858
|
|
|
36
|
|
|
189
|
|
|
Total Europe
|
—
|
|
|
216
|
|
|
1,155
|
|
|
Other International
|
—
|
|
|
—
|
|
|
49
|
|
|
Worldwide
|
1,294
|
|
|
441
|
|
|
1,523
|
|
|
|
North America
|
|
Africa
|
|
Europe
|
|
|
||||||||||||||||
December 31, 2012
|
U.S.
|
|
Canada
|
|
Total
|
|
E.G.
|
|
Other
|
|
Total
|
|
Total
|
|
Grand
Total
|
||||||||
Proved Developed Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liquid hydrocarbons
(mmbbl)
|
198
|
|
|
—
|
|
|
198
|
|
|
68
|
|
|
168
|
|
|
236
|
|
|
84
|
|
|
518
|
|
Natural gas
(bcf)
|
546
|
|
|
—
|
|
|
546
|
|
|
980
|
|
|
99
|
|
|
1,079
|
|
|
28
|
|
|
1,653
|
|
Synthetic crude oil
(mmbbl)
|
—
|
|
|
653
|
|
|
653
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
653
|
|
Total proved developed reserves
(mmboe)
|
289
|
|
|
653
|
|
|
942
|
|
|
231
|
|
|
185
|
|
|
416
|
|
|
88
|
|
|
1,446
|
|
Proved Undeveloped Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liquid hydrocarbons
(mmbbl)
|
277
|
|
|
—
|
|
|
277
|
|
|
42
|
|
|
59
|
|
|
101
|
|
|
5
|
|
|
383
|
|
Natural gas
(bcf)
|
497
|
|
|
—
|
|
|
497
|
|
|
444
|
|
|
110
|
|
|
554
|
|
|
75
|
|
|
1,126
|
|
Total proved undeveloped reserves
(mmboe)
|
360
|
|
|
—
|
|
|
360
|
|
|
116
|
|
|
77
|
|
|
193
|
|
|
18
|
|
|
571
|
|
Total Proved Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liquid hydrocarbons
(mmbbl)
|
475
|
|
|
—
|
|
|
475
|
|
|
110
|
|
|
227
|
|
|
337
|
|
|
89
|
|
|
901
|
|
Natural gas
(bcf)
|
1,043
|
|
|
—
|
|
|
1,043
|
|
|
1,424
|
|
|
209
|
|
|
1,633
|
|
|
103
|
|
|
2,779
|
|
Synthetic crude oil
(mmbbl)
|
—
|
|
|
653
|
|
|
653
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
653
|
|
Total proved reserves
(mmboe)
|
649
|
|
|
653
|
|
|
1,302
|
|
|
347
|
|
|
262
|
|
|
609
|
|
|
106
|
|
|
2,017
|
|
|
North America
|
|
Africa
|
|
Europe
|
|
|
||||||||||||||||
December 31, 2011
|
U.S.
|
|
Canada
|
|
Total
|
|
E.G.
|
|
Other
|
|
Total
|
|
Total
|
|
Grand
Total
|
||||||||
Proved Developed Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liquid hydrocarbons
(mmbbl)
|
141
|
|
|
—
|
|
|
141
|
|
|
78
|
|
|
179
|
|
|
257
|
|
|
84
|
|
|
482
|
|
Natural gas
(bcf)
|
551
|
|
|
—
|
|
|
551
|
|
|
1,104
|
|
|
104
|
|
|
1,208
|
|
|
40
|
|
|
1,799
|
|
Synthetic crude oil
(mmbbl)
|
—
|
|
|
623
|
|
|
623
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
623
|
|
Total proved developed reserves
(mmboe)
|
233
|
|
|
623
|
|
|
856
|
|
|
262
|
|
|
196
|
|
|
458
|
|
|
91
|
|
|
1,405
|
|
Proved Undeveloped Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liquid hydrocarbons
(mmbbl)
|
138
|
|
|
—
|
|
|
138
|
|
|
39
|
|
|
61
|
|
|
100
|
|
|
13
|
|
|
251
|
|
Natural gas
(bcf)
|
321
|
|
|
—
|
|
|
321
|
|
|
467
|
|
|
—
|
|
|
467
|
|
|
79
|
|
|
867
|
|
Total proved undeveloped reserves
(mmboe)
|
191
|
|
|
—
|
|
|
191
|
|
|
117
|
|
|
61
|
|
|
178
|
|
|
26
|
|
|
395
|
|
Total Proved Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liquid hydrocarbons
(mmbbl)
|
279
|
|
|
—
|
|
|
279
|
|
|
117
|
|
|
240
|
|
|
357
|
|
|
97
|
|
|
733
|
|
Natural gas
(bcf)
|
872
|
|
|
—
|
|
|
872
|
|
|
1,571
|
|
|
104
|
|
|
1,675
|
|
|
119
|
|
|
2,666
|
|
Synthetic crude oil
(mmbbl)
|
—
|
|
|
623
|
|
|
623
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
623
|
|
Total proved reserves
(mmboe)
|
424
|
|
|
623
|
|
|
1,047
|
|
|
379
|
|
|
257
|
|
|
636
|
|
|
117
|
|
|
1,800
|
|
|
North America
|
|
Africa
|
|
Europe
|
|
|
||||||||||||||||
December 31, 2010
|
U.S.
|
|
Canada
|
|
Total
|
|
E.G.
|
|
Other
|
|
Total
|
|
Total
|
|
Grand
Total
|
||||||||
Proved Developed Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liquid hydrocarbons
(mmbbl)
|
124
|
|
|
—
|
|
|
124
|
|
|
86
|
|
|
180
|
|
|
266
|
|
|
89
|
|
|
479
|
|
Natural gas
(bcf)
|
591
|
|
|
—
|
|
|
591
|
|
|
1,186
|
|
|
104
|
|
|
1,290
|
|
|
43
|
|
|
1,924
|
|
Synthetic crude oil
(mmbbl)
|
—
|
|
|
433
|
|
|
433
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
433
|
|
Total proved developed reserves
(mmboe)
|
222
|
|
|
433
|
|
|
655
|
|
|
284
|
|
|
198
|
|
|
482
|
|
|
96
|
|
|
1,233
|
|
Proved Undeveloped Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liquid hydrocarbons
(mmbbl)
|
49
|
|
|
—
|
|
|
49
|
|
|
33
|
|
|
59
|
|
|
92
|
|
|
10
|
|
|
151
|
|
Natural gas
(bcf)
|
154
|
|
|
—
|
|
|
154
|
|
|
465
|
|
|
1
|
|
|
466
|
|
|
73
|
|
|
693
|
|
Synthetic crude oil
(mmbbl)
|
—
|
|
|
139
|
|
|
139
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
139
|
|
Total proved undeveloped reserves
(mmboe)
|
75
|
|
|
139
|
|
|
214
|
|
|
110
|
|
|
59
|
|
|
169
|
|
|
22
|
|
|
405
|
|
Total Proved Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liquid hydrocarbons
(mmbbl)
|
173
|
|
|
—
|
|
|
173
|
|
|
119
|
|
|
239
|
|
|
358
|
|
|
99
|
|
|
630
|
|
Natural gas
(bcf)
|
745
|
|
|
—
|
|
|
745
|
|
|
1,651
|
|
|
105
|
|
|
1,756
|
|
|
116
|
|
|
2,617
|
|
Synthetic crude oil
(mmbbl)
|
—
|
|
|
572
|
|
|
572
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
572
|
|
Total proved reserves
(mmboe)
|
297
|
|
|
572
|
|
|
869
|
|
|
394
|
|
|
257
|
|
|
651
|
|
|
118
|
|
|
1,638
|
|
|
North America
|
|
Africa
|
|
Europe
|
|
|
||||||||||||||||
|
U.S.
|
|
Canada
|
|
Total
|
|
E.G.
|
|
Other
|
|
Total
|
|
Total
|
|
Grand
Total
|
||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liquid hydrocarbons
(mbbld)
(a)
|
107
|
|
|
—
|
|
|
107
|
|
|
36
|
|
|
42
|
|
|
78
|
|
|
97
|
|
|
282
|
|
Natural gas
(mmcfd)
(b)(c)
|
358
|
|
|
—
|
|
|
358
|
|
|
428
|
|
|
15
|
|
|
443
|
|
|
86
|
|
|
887
|
|
Synthetic crude oil
(mbbld)
|
—
|
|
|
41
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41
|
|
Total production sold
(mboed)
|
167
|
|
|
41
|
|
|
208
|
|
|
108
|
|
|
44
|
|
|
152
|
|
|
111
|
|
|
471
|
|
Year Ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liquid hydrocarbons
(mbbld)
(a)
|
75
|
|
|
—
|
|
|
75
|
|
|
38
|
|
|
5
|
|
|
43
|
|
|
101
|
|
|
219
|
|
Natural gas
(mmcfd)
(b)(c)
|
326
|
|
|
—
|
|
|
326
|
|
|
443
|
|
|
—
|
|
|
443
|
|
|
81
|
|
|
850
|
|
Synthetic crude oil
(mbbld)
|
—
|
|
|
38
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
Total production sold
(mboed)
|
129
|
|
|
38
|
|
|
167
|
|
|
112
|
|
|
5
|
|
|
117
|
|
|
115
|
|
|
399
|
|
Year Ended December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liquid hydrocarbons
(mbbld)
(a)
|
70
|
|
|
—
|
|
|
70
|
|
|
38
|
|
|
45
|
|
|
83
|
|
|
92
|
|
|
245
|
|
Natural gas
(mmcfd)
(b)(c)
|
364
|
|
|
—
|
|
|
364
|
|
|
405
|
|
|
4
|
|
|
409
|
|
|
87
|
|
|
860
|
|
Synthetic crude oil
(mbbld)
|
—
|
|
|
24
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
Total production sold
(mboed)
|
131
|
|
|
24
|
|
|
155
|
|
|
106
|
|
|
45
|
|
|
151
|
|
|
106
|
|
|
412
|
|
(a)
|
The amounts correspond with the basis for fiscal settlements with governments, representing equity tanker liftings and direct deliveries of liquid hydrocarbons.
|
(b)
|
U.S. natural gas volumes exclude volumes produced in Alaska that are stored for later sale in response to seasonal demand, although our reserves have been reduced by those volumes.
|
(c)
|
Excludes volumes acquired from third parties for injection and subsequent resale.
|
|
North America
|
|
Africa
|
|
Europe
|
|
|
||||||||||||||||||||||||
(Dollars per unit)
|
U.S.
|
|
Canada
|
|
Total
|
|
E.G.
|
|
Other
|
|
Total
|
|
Total
|
|
Grand
Total
|
||||||||||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liquid hydrocarbons
(bbl)
|
$
|
85.80
|
|
|
$
|
—
|
|
|
$
|
85.80
|
|
|
$
|
64.33
|
|
|
$
|
127.31
|
|
|
$
|
98.52
|
|
|
$
|
115.16
|
|
|
$
|
99.46
|
|
Natural gas
(mcf)
|
3.91
|
|
|
—
|
|
|
3.91
|
|
|
0.24
|
|
|
5.76
|
|
|
0.43
|
|
|
10.45
|
|
|
2.80
|
|
||||||||
Synthetic crude oil
(bbl)
|
—
|
|
|
81.72
|
|
|
81.72
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81.72
|
|
||||||||
Year Ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liquid hydrocarbons
(bbl)
|
$
|
92.55
|
|
|
$
|
—
|
|
|
$
|
92.55
|
|
|
$
|
67.70
|
|
|
$
|
112.56
|
|
|
$
|
73.21
|
|
|
$
|
115.55
|
|
|
$
|
99.37
|
|
Natural gas
(mcf)
|
4.95
|
|
|
—
|
|
|
4.95
|
|
|
0.24
|
|
|
0.70
|
|
|
0.24
|
|
|
9.75
|
|
|
2.96
|
|
||||||||
Synthetic crude oil
(bbl)
|
—
|
|
|
91.65
|
|
|
91.65
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91.65
|
|
||||||||
Year Ended December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liquid hydrocarbons
(bbl)
|
$
|
72.30
|
|
|
$
|
—
|
|
|
$
|
72.30
|
|
|
$
|
50.57
|
|
|
$
|
89.15
|
|
|
$
|
71.71
|
|
|
$
|
81.95
|
|
|
$
|
75.73
|
|
Natural gas
(mcf)
|
4.71
|
|
|
—
|
|
|
4.71
|
|
|
0.24
|
|
|
0.70
|
|
|
0.25
|
|
|
7.04
|
|
|
2.82
|
|
||||||||
Synthetic crude oil
(bbl)
|
—
|
|
|
71.06
|
|
|
71.06
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71.06
|
|
|
North America
|
|
Africa
|
|
Europe
|
|
|
||||||||||||||||||||||||
(Dollars per boe)
|
U.S.
|
|
Canada
(b)
|
|
Total
|
|
E.G.
|
|
Other
(c)
|
|
Total
|
|
Total
|
|
Grand
Total
|
||||||||||||||||
Years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
2012
|
$
|
16.05
|
|
|
$
|
61.55
|
|
|
$
|
25.04
|
|
|
$
|
3.59
|
|
|
$
|
4.66
|
|
|
$
|
3.90
|
|
|
$
|
9.08
|
|
|
$
|
14.44
|
|
2011
|
16.42
|
|
|
60.04
|
|
|
26.13
|
|
|
2.87
|
|
|
17.16
|
|
|
3.53
|
|
|
8.24
|
|
|
14.36
|
|
||||||||
2010
|
14.16
|
|
|
69.24
|
|
|
22.58
|
|
|
2.81
|
|
|
4.18
|
|
|
3.23
|
|
|
7.49
|
|
|
11.59
|
|
(a)
|
Production, severance and property taxes are excluded from the production costs used in the calculation of this metric.
|
(b)
|
Production costs in 2010 include costs associated with a major turnaround and $64 million for a water abatement accrual in 2011.
|
(c)
|
Production operations ceased in Libya in February 2011, but fixed costs continued to be incurred. Production resumed in 2012.
|
Clarence P. Cazalot, Jr.
|
|
62
|
|
Chairman, President and Chief Executive Officer
|
Janet F. Clark
|
|
58
|
|
Executive Vice President and Chief Financial Officer
|
Sylvia J. Kerrigan
|
|
47
|
|
Executive Vice President, General Counsel and Secretary
|
Annell R. Bay
|
|
57
|
|
Vice President, Global Exploration
|
Eileen M. Campbell
|
|
55
|
|
Vice President, Public Policy
|
Steven P. Guidry
|
|
54
|
|
Vice President, Business Development
|
T. Mitch Little
|
|
49
|
|
Vice President, International Production Operations
|
Lance W. Robertson
|
|
40
|
|
Vice President, Eagle Ford Production Operations
|
Michael K. Stewart
|
|
55
|
|
Vice President, Finance and Accounting, Controller and Treasurer
|
Howard J. Thill
|
|
53
|
|
Vice President, Investor Relations and Public Affairs
|
Gretchen H. Watkins
|
|
44
|
|
Vice President, North America Production Operations
|
•
|
Mr. Cazalot was appointed chairman of the board of directors effective July 2011 and was appointed president and chief executive officer effective January 2002.
|
•
|
Ms. Clark was appointed executive vice president effective January 2007. Ms. Clark joined Marathon Oil in January 2004 as senior vice president and chief financial officer.
|
•
|
Ms. Kerrigan was appointed executive vice president, general counsel and secretary effective October 2012, and was appointed general counsel and secretary effective November 2009. Prior to these appointments, Ms. Kerrigan was assistant general counsel since January 2003.
|
•
|
Ms. Bay was appointed vice president, global exploration effective July 2011. Ms. Bay joined Marathon Oil in June 2008 as senior vice president, exploration for Marathon Oil Company. Before joining Marathon Oil, Ms. Bay served as vice president, exploration at Shell Exploration and Production Company since 2004.
|
•
|
Ms. Campbell was appointed vice president, public policy effective June 2010. Prior to this appointment, Ms. Campbell was vice president, human resources since October 2000.
|
•
|
Mr. Guidry was appointed vice president, business development effective July 2011. Mr. Guidry previously served as regional vice president for our Libya operations from November 2008 to June 2011. Prior to the Libya assignment, Mr. Guidry was regional vice president for Marathon Oil North American Production Operations from August 2006 to November 2008.
|
•
|
Mr. Little was appointed vice president, international production operations effective September 2012. Prior to this appointment, Mr. Little was resident manager for our Norway operations and served as general manager, worldwide drilling and completions. Mr. Little joined Marathon Oil in 1986 and has held a number of engineering and management positions of increasing responsibility.
|
•
|
Mr. Robertson was appointed vice president, Eagle Ford production operations effective October 2012. Mr. Robertson joined Marathon Oil in October 2011 as regional vice president, South Texas/Eagle Ford. Between 2004 and 2011, Mr. Robertson held a number of senior engineering and operations management roles of increasing responsibility with Pioneer Natural Resources in the U.S. and Canada.
|
•
|
Mr. Stewart was appointed vice president, finance and accounting, controller and treasurer effective December 2011. Mr. Stewart previously served as vice president, accounting and controller from May 2006 to December 2011 and as controller from July 2005 to April 2006.
|
•
|
Mr. Thill was appointed vice president, investor relations and public affairs effective January 2008. Mr. Thill was previously director of investor relations from April 2003 to December 2007.
|
•
|
Ms. Watkins was appointed vice president, North America production operations effective September 2012. Previously, Ms. Watkins served as vice president, international production operations effective July 2011 and regional vice president effective November 2008. Ms. Watkins joined Marathon Oil in July 2008, as general manager Upstream. Before joining Marathon Oil, Ms. Watkins held a number of international leadership positions at BP.
|
•
|
worldwide and domestic supplies of and demand for liquid hydrocarbons and natural gas;
|
•
|
the cost of exploring for, developing and producing liquid hydrocarbons and natural gas;
|
•
|
the ability of the members of OPEC to agree to and maintain production controls;
|
•
|
political instability or armed conflict in oil and natural gas producing regions;
|
•
|
changes in weather patterns and climate;
|
•
|
natural disasters such as hurricanes and tornadoes;
|
•
|
the price and availability of alternative and competing forms of energy;
|
•
|
the effect of conservation efforts;
|
•
|
domestic and foreign governmental regulations and taxes; and
|
•
|
general economic conditions worldwide.
|
•
|
location, size and shape of the accumulation as well as fluid, rock and producing characteristics of the accumulation;
|
•
|
historical production from the area, compared with production from other comparable producing areas;
|
•
|
volumes of bitumen in-place and various factors affecting the recoverability of bitumen and its conversion into synthetic crude oil such as historical upgrader performance;
|
•
|
the assumed effects of regulation by governmental agencies;
|
•
|
assumptions concerning future operating costs, severance and excise taxes, development costs and workover and repair costs; and
|
•
|
industry economic conditions, levels of cash flows from operations and other operating considerations.
|
•
|
the amount and timing of production;
|
•
|
the revenues and costs associated with that production; and
|
•
|
the amount and timing of future development expenditures.
|
•
|
obtaining rights to explore for, develop and produce liquid hydrocarbons and natural gas in promising areas;
|
•
|
drilling success;
|
•
|
the ability to complete long lead-time, capital-intensive projects timely and on budget;
|
•
|
the ability to find or acquire additional proved reserves at acceptable costs; and
|
•
|
the ability to fund such activity.
|
•
|
unexpected drilling conditions;
|
•
|
title problems;
|
•
|
pressure or irregularities in formations;
|
•
|
equipment failures or accidents;
|
•
|
fires, explosions, blowouts and surface cratering;
|
•
|
lack of access to pipelines or other transportation methods; and
|
•
|
shortages or delays in the availability of services or delivery of equipment.
|
•
|
denial of or delay in receiving requisite regulatory approvals and/or permits;
|
•
|
unplanned increases in the cost of construction materials or labor;
|
•
|
disruptions in transportation of components or construction materials;
|
•
|
increased costs or operational delays resulting from shortages of water;
|
•
|
adverse weather conditions, natural disasters or other events (such as equipment malfunctions, explosions, fires or spills) affecting our facilities, or those of vendors or suppliers;
|
•
|
shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages;
|
•
|
market-related increases in a project’s debt or equity financing costs; and
|
•
|
nonperformance by, or disputes with, vendors, suppliers, contractors or subcontractors.
|
•
|
changes in governmental policies relating to liquid hydrocarbon or natural gas and taxation;
|
•
|
other political, economic or diplomatic developments and international monetary fluctuations;
|
•
|
political and economic instability, war, acts of terrorism and civil disturbances;
|
•
|
the possibility that a government may seize our property with or without compensation, may attempt to renegotiate or revoke existing contractual arrangements or may impose additional taxes or royalty burdens; and
|
•
|
fluctuating currency values, hard currency shortages and currency controls.
|
•
|
volatility in global crude oil prices which could negatively impact the global economy, resulting in slower economic growth rates and reduced demand for our products;
|
•
|
negative impact on the world crude oil supply if transportation avenues are disrupted;
|
•
|
security concerns leading to the prolonged evacuation of our personnel;
|
•
|
damage to, or the inability to access, production facilities or other operating assets; and
|
•
|
inability of our service and equipment providers to deliver items necessary for us to conduct our operations.
|
*
|
On June 30, 2011, Marathon completed the spin-off of the downstream business. The June 30, 2011 closing price of our common stock on the NYSE was $52.68. On July 1, 2011, the opening price of our common stock on the NYSE was $32.95. Our quarterly dividend was also adjusted to $0.15 per share.
|
|
Column (a)
|
|
|
Column (b)
|
|
Column (c)
|
|
Column (d)
|
||||
Period
|
Total Number of
Shares
Purchased
(a)
|
|
|
Average
Price Paid
per Share
|
|
Total Number of
Shares Purchased
as Part of
Publicly
Announced Plans
or Programs
(c)
|
|
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Plans
or Programs
(c)
|
||||
10/01/12 – 10/31/12
|
8,886
|
|
|
|
$29.92
|
|
—
|
|
|
$
|
1,780,609,536
|
|
11/01/12 – 11/30/12
|
5,006
|
|
|
|
$30.22
|
|
—
|
|
|
$
|
1,780,609,536
|
|
12/01/12 – 12/31/12
|
38,614
|
|
(b)
|
|
$30.50
|
|
—
|
|
|
$
|
1,780,609,536
|
|
Total
|
52,506
|
|
|
|
$30.38
|
|
—
|
|
|
|
(a)
|
22,200
shares of restricted stock were delivered by employees to Marathon Oil, upon vesting, to satisfy tax withholding requirements.
|
(b)
|
30,306
shares were repurchased in open-market transactions to satisfy the requirements for dividend reinvestment under the Marathon Oil Corporation Dividend Reinvestment and Direct Stock Purchase Plan (the "Dividend Reinvestment Plan") by the administrator of the Dividend Reinvestment Plan. Shares needed to meet the requirements of the Dividend Reinvestment Plan are either purchased in the open market or issued directly by Marathon Oil.
|
(c)
|
We announced a share repurchase program in January 2006, and amended it several times in 2007 for a total authorized program of $5 billion. As of
December 31, 2012
, 78 million common shares had been acquired at a cost of $3,222 million, which includes transaction fees and commissions that are not reported in the table above. Of this total, 66 million shares had been acquired at a cost of $2,922 million prior to the spin-off of the downstream business.
|
(Dollars in millions, except per share data)
|
2012
(a)
|
|
2011
(a)(b)
|
|
2010
(a)(b)
|
|
2009
(b)(c)
|
|
2008
(b)(c)(d)
|
||||||||||
Statement of Income Data
(b)
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
15,688
|
|
|
$
|
14,663
|
|
|
$
|
11,690
|
|
|
$
|
8,524
|
|
|
$
|
13,162
|
|
Income from continuing operations
|
1,582
|
|
|
1,707
|
|
|
1,882
|
|
|
716
|
|
|
2,192
|
|
|||||
Net income
|
1,582
|
|
|
2,946
|
|
|
2,568
|
|
|
1,463
|
|
|
3,528
|
|
|||||
Per Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$2.24
|
|
$2.40
|
|
$2.65
|
|
$1.01
|
|
$3.09
|
||||||||||
Net income
|
$2.24
|
|
$4.15
|
|
$3.62
|
|
$2.06
|
|
$4.97
|
||||||||||
Diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$2.23
|
|
$2.39
|
|
$2.65
|
|
$1.01
|
|
$3.08
|
||||||||||
Net income
|
$2.23
|
|
$4.13
|
|
$3.61
|
|
$2.06
|
|
$4.95
|
||||||||||
Statement of Cash Flows Data
(b)
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property, plant and equipment related to continuing operations
|
$
|
4,940
|
|
|
$
|
3,295
|
|
|
$
|
3,536
|
|
|
$
|
3,349
|
|
|
$
|
4,202
|
|
Dividends paid
|
480
|
|
|
567
|
|
|
704
|
|
|
679
|
|
|
681
|
|
|||||
Dividends per share
|
$0.68
|
|
$0.80
|
|
$0.99
|
|
$0.96
|
|
$0.96
|
||||||||||
Balance Sheet Data as of December 31:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
35,306
|
|
|
$
|
31,371
|
|
|
$
|
50,014
|
|
|
$
|
47,052
|
|
|
$
|
42,686
|
|
Total long-term debt, including capitalized leases
|
6,512
|
|
|
4,674
|
|
|
7,601
|
|
|
8,436
|
|
|
7,087
|
|
(a)
|
Includes impairments, primarily related to E&P segment assets, of $371 million, $310 million and $447 million in 2012, 2011 and 2010, respectively (see Item 8. Financial Statements and Supplementary Data – Note 15 to the consolidated financial statements).
|
(b)
|
Our downstream business was spun-off on June 30, 2011. Previous periods have been recast to reflect the business in discontinued operations (see Item 8. Financial Statements and Supplementary Data – Note 3 to the consolidated financial statements).
|
(c)
|
Our businesses in Ireland and Gabon were sold in 2009. Previous periods have been recast to reflect these businesses in discontinued operations.
|
(d)
|
Includes a $1,412 million impairment of goodwill related to the OSM reporting unit.
|
•
|
E&P which explores for, produces and markets liquid hydrocarbons and natural gas on a worldwide basis.
|
•
|
OSM which mines, extracts and transports bitumen from oil sands deposits in Alberta, Canada, and upgrades the bitumen to produce and market synthetic crude oil and vacuum gas oil.
|
•
|
IG which produces and markets products manufactured from natural gas, such as LNG and methanol, in E.G.
|
Benchmark
|
2012
|
|
2011
|
|
2010
|
WTI crude oil
(Dollars per bbl)
|
$94.15
|
|
$95.11
|
|
$79.61
|
Brent (Europe) crude oil
(Dollars per bbl)
|
$111.65
|
|
$111.26
|
|
$79.51
|
Henry Hub natural gas
(Dollars per mmbtu)
(a)
|
$2.79
|
|
$4.04
|
|
$4.39
|
(a)
|
Settlement date average.
|
Benchmark
|
2012
|
|
2011
|
|
2010
|
WTI crude oil
(Dollars per bbl)
|
$94.15
|
|
$95.11
|
|
$79.61
|
WCS
(Dollars per bbl)
(a)
|
$73.18
|
|
$77.97
|
|
$65.31
|
AECO natural gas sales index
(Dollars per mmbtu)
(b)
|
$2.39
|
|
$3.68
|
|
$3.89
|
(a)
|
Monthly pricing based upon average WTI adjusted for differentials unique to western Canada.
|
(b)
|
Monthly average day ahead index.
|
•
|
Net proved reserve additions for the E&P and OSM segments combined of 389 mmboe, for a 226 percent reserve replacement ratio
|
•
|
Increased proved liquid hydrocarbon and synthetic crude oil reserves by 316 mmbbls, for a reserve replacement of 268 percent for these commodities
|
•
|
Recorded more than 95 percent average operational availability for operated E&P assets
|
•
|
Increased E&P net sales volumes, excluding Libya, by 8 percent
|
•
|
Eagle Ford shale average net sales volumes of 65 mboed for December 2012, a fourfold increase over December 2011
|
•
|
Bakken shale average net sales volumes of 29 mboed, a 71 percent increase over last year
|
•
|
Resumed sales from Libya and reached pre-conflict production levels
|
•
|
International liquid hydrocarbon sales volumes, for which average realizations have exceeded WTI, were 62 percent of net E&P liquid hydrocarbon sales
|
•
|
Closed $1 billion of acquisitions in the core of the Eagle Ford shale
|
•
|
Assumed operatorship of the Vilje field located offshore Norway
|
•
|
Signed agreements for new exploration positions in E.G., Gabon, Kenya and Ethiopia
|
•
|
Issued $1 billion of 3-year senior notes at 0.9 percent interest and $1 billion of 10-year senior notes at 2.8 percent interest
|
•
|
Closed sale of our Alaska assets in January 2013
|
•
|
Closed sale of our interest in the Neptune gas plant in February 2013
|
(In millions)
|
2012
|
|
2011
|
||||
E&P
|
$
|
14,084
|
|
|
$
|
13,029
|
|
OSM
|
1,552
|
|
|
1,588
|
|
||
IG
|
—
|
|
|
93
|
|
||
Segment revenues
|
15,636
|
|
|
14,710
|
|
||
Elimination of intersegment revenues
|
—
|
|
|
(47
|
)
|
||
Unrealized gain on crude oil derivative instruments
|
52
|
|
|
—
|
|
||
Total revenues
|
$
|
15,688
|
|
|
$
|
14,663
|
|
|
2012
|
|
2011
|
||
U.S. Operating Statistics
|
|
|
|
||
Net liquid hydrocarbon sales
(mbbld)
|
107
|
|
|
75
|
|
Liquid hydrocarbon average realizations
(per bbl)
(a)(b)
|
$85.80
|
|
$92.55
|
||
Net crude oil and condensate sales
(mbbld)
|
96
|
|
|
70
|
|
Crude oil and condensate
(per bbl)
|
$91.29
|
|
$94.80
|
||
Net natural gas liquids sales
(mbbld)
|
11
|
|
|
5
|
|
Natural gas liquids
(per bbl)
|
$39.57
|
|
$58.53
|
||
Net natural gas sales
(mmcfd)
|
358
|
|
|
326
|
|
Natural gas average realizations
(per mcf)
(a)
|
$3.91
|
|
$4.95
|
(a)
|
Excludes gains or losses on derivative instruments.
|
(b)
|
Inclusion of realized gains on crude oil derivative instruments would have increased average liquid hydrocarbon realizations $0.39 per bbl for 2012.
|
|
2012
|
|
2011
|
||
International Operating Statistics
|
|
|
|
||
Net liquid hydrocarbon sales
(mbbld)
(a)
|
|
|
|
||
Europe
|
97
|
|
|
101
|
|
Africa
|
78
|
|
|
43
|
|
Total International
|
175
|
|
|
144
|
|
Liquid hydrocarbon average realizations
(per bbl)
(b)
|
|
|
|
||
Europe
|
$115.16
|
|
$115.55
|
||
Africa
|
$98.52
|
|
$73.21
|
||
Total International
|
$107.78
|
|
$102.96
|
||
Net natural gas sales
(mmcfd)
|
|
|
|
||
Europe
(c)
|
101
|
|
|
97
|
|
Africa
|
443
|
|
|
443
|
|
Total International
|
544
|
|
|
540
|
|
Natural gas average realizations
(per mcf)
(b)
|
|
|
|
||
Europe
|
$10.47
|
|
$9.84
|
||
Africa
(d)
|
$0.43
|
|
$0.24
|
||
Total International
|
$2.29
|
|
$1.97
|
(a)
|
The amounts correspond with the basis for fiscal settlements with governments, representing equity tanker liftings and direct deliveries of liquid hydrocarbons.
|
(b)
|
Excludes gains or losses on derivative instruments.
|
(c)
|
Includes natural gas acquired for injection and subsequent resale of
15
mmcfd and
16
mmcfd in
2012
and
2011
.
|
|
2012
|
|
2011
|
||
OSM Operating Statistics
|
|
|
|
||
Net synthetic crude oil sales
(mbbld)
(a)
|
47
|
|
|
43
|
|
Synthetic crude oil average realizations
(per bbl)
|
$81.72
|
|
$91.65
|
(a)
|
Includes bloodstocks.
|
($ per boe)
|
2012
|
|
2011
|
||||
DD&A rate
|
|
|
|
||||
E&P Segment
|
|
|
|
||||
United States
|
$
|
24
|
|
|
$
|
25
|
|
International
|
8
|
|
|
10
|
|
||
OSM Segment
|
$
|
13
|
|
|
$
|
13
|
|
(In millions)
|
2012
|
|
2011
|
||||
Unproved property impairments
|
$
|
227
|
|
|
$
|
79
|
|
Dry well costs
|
230
|
|
|
278
|
|
||
Geological, geophysical, seismic
|
128
|
|
|
120
|
|
||
Other
|
144
|
|
|
167
|
|
||
Total exploration expenses
|
$
|
729
|
|
|
$
|
644
|
|
|
2012
|
|
2011
|
||
Statutory rate applied to income from continuing operations before income taxes
|
35
|
%
|
|
35
|
%
|
Effects of foreign operations, including foreign tax credits
|
18
|
|
|
6
|
|
Change in permanent reinvestment assertion
|
—
|
|
|
5
|
|
Adjustments to valuation allowances
|
21
|
|
|
14
|
|
Tax law changes
|
—
|
|
|
1
|
|
Effective income tax rate on continuing operations
|
74
|
%
|
|
61
|
%
|
(In millions)
|
2012
|
|
2011
|
||||
E&P
|
|
|
|
||||
United States
|
$
|
393
|
|
|
$
|
366
|
|
International
|
1,488
|
|
|
1,791
|
|
||
E&P segment
|
1,881
|
|
|
2,157
|
|
||
OSM
|
176
|
|
|
256
|
|
||
IG
|
91
|
|
|
178
|
|
||
Segment income
|
2,148
|
|
|
2,591
|
|
||
Items not allocated to segments, net of income taxes:
|
|
|
|
||||
Corporate and other unallocated items
|
(441
|
)
|
|
(317
|
)
|
||
Impairments
|
(231
|
)
|
|
(195
|
)
|
||
Gain on dispositions
|
72
|
|
|
45
|
|
||
Unrealized gain on crude oil derivative instruments
|
34
|
|
|
—
|
|
||
Loss on early extinguishment of debt
|
—
|
|
|
(176
|
)
|
||
Tax effect of subsidiary restructuring
|
—
|
|
|
(122
|
)
|
||
Deferred income tax items
|
—
|
|
|
(61
|
)
|
||
Water abatement - Oil Sands
|
—
|
|
|
(48
|
)
|
||
Eagle Ford transaction costs
|
—
|
|
|
(10
|
)
|
||
Income from continuing operations
|
1,582
|
|
|
1,707
|
|
||
Discontinued operations
|
—
|
|
|
1,239
|
|
||
Net income
|
$
|
1,582
|
|
|
$
|
2,946
|
|
(In millions)
|
2011
|
|
2010
|
||||
E&P
|
$
|
13,029
|
|
|
$
|
10,782
|
|
OSM
|
1,588
|
|
|
833
|
|
||
IG
|
93
|
|
|
150
|
|
||
Segment revenues
|
14,710
|
|
|
11,765
|
|
||
Elimination of intersegment revenues
|
(47
|
)
|
|
(75
|
)
|
||
Total revenues
|
$
|
14,663
|
|
|
$
|
11,690
|
|
|
2011
|
|
2010
|
||||
U.S. Operating Statistics
|
|
|
|
||||
Net liquid hydrocarbon sales
(mbbld)
|
75
|
|
|
70
|
|
||
Liquid hydrocarbon average realizations
(per bbl)
(a)
|
$
|
92.55
|
|
|
$
|
72.30
|
|
Net crude oil and condensate sales
(mbbld)
|
70
|
|
|
66
|
|
||
Crude oil and condensate
(per bbl)
|
$
|
94.80
|
|
|
$
|
73.66
|
|
Net natural gas liquids sales
(mbbld)
|
5
|
|
|
4
|
|
||
Natural gas liquids
(per bbl)
|
$
|
58.53
|
|
|
$
|
50.71
|
|
Net natural gas sales
(mmcfd)
|
326
|
|
|
364
|
|
||
Natural gas average realizations
(per mcf)
(a)
|
$
|
4.95
|
|
|
$
|
4.71
|
|
(a)
|
Excludes gains or losses on derivative instruments.
|
|
2011
|
|
2010
|
||
International Operating Statistics
|
|
|
|
||
Net liquid hydrocarbon sales
(mbbld)
(a)
|
|
|
|
||
Europe
|
101
|
|
|
92
|
|
Africa
|
43
|
|
|
83
|
|
Total International
|
144
|
|
|
175
|
|
Liquid hydrocarbon average realizations
(per bbl)
(b)
|
|
|
|
||
Europe
|
$115.55
|
|
$81.95
|
||
Africa
|
$73.21
|
|
$71.71
|
||
Total International
|
$102.96
|
|
$77.11
|
||
Net natural gas sales
(mmcfd)
|
|
|
|
||
Europe
(c)
|
97
|
|
|
105
|
|
Africa
|
443
|
|
|
409
|
|
Total International
|
540
|
|
|
514
|
|
Natural gas average realizations
(per mcf)
(b)
|
|
|
|
||
Europe
|
$9.84
|
|
$7.10
|
||
Africa
(d)
|
$0.24
|
|
$0.25
|
||
Total International
|
$1.97
|
|
$1.65
|
(a)
|
The amounts correspond with the basis for fiscal settlements with governments, representing equity tanker liftings and direct deliveries of liquid hydrocarbons.
|
(b)
|
Excludes gains or losses on derivative instruments.
|
(c)
|
Includes natural gas acquired for injection and subsequent resale of 16 mmcfd and 18 mmcfd in 2011 and 2010.
|
(d)
|
Primarily represents fixed prices under long-term contracts with Alba Plant LLC, AMPCO and EGHoldings, equity method investees. We include our share of Alba Plant LLC’s income in our E&P segment and we include our share of AMPCO’s and EGHoldings’ income in our IG segment.
|
|
2011
|
|
2010
|
||
OSM Operating Statistics
|
|
|
|
||
Net synthetic crude oil sales
(mbbld)
(a)
|
43
|
|
|
29
|
|
Synthetic crude oil average realizations
(per bbl)
|
$91.65
|
|
$71.06
|
(a)
|
Includes blendstocks.
|
($ per boe)
|
2011
|
|
2010
|
||||
DD&A rate
|
|
|
|
||||
E&P Segment
|
|
|
|
||||
United States
|
$
|
25
|
|
|
$
|
22
|
|
International
|
10
|
|
|
9
|
|
||
OSM Segment
|
$
|
13
|
|
|
$
|
10
|
|
(In millions)
|
2011
|
|
2010
|
||||
Unproved property impairments
|
$
|
79
|
|
|
$
|
46
|
|
Dry well costs
|
278
|
|
|
179
|
|
||
Geological, geophysical, seismic
|
120
|
|
|
116
|
|
||
Other
|
167
|
|
|
159
|
|
||
Total exploration expenses
|
$
|
644
|
|
|
$
|
500
|
|
|
2011
|
|
2010
|
||
Statutory rate applied to income from continuing operations before income taxes
|
35
|
%
|
|
35
|
%
|
Effects of foreign operations, including foreign tax credits
|
6
|
|
|
20
|
|
Change in permanent reinvestment assertion
|
5
|
|
|
—
|
|
Adjustments to valuation allowances
|
14
|
|
|
(2
|
)
|
Tax law changes
|
1
|
|
|
1
|
|
Effective income tax rate on continuing operations
|
61
|
%
|
|
54
|
%
|
(In millions)
|
2011
|
|
2010
|
||||
E&P
|
|
|
|
||||
United States
|
$
|
366
|
|
|
$
|
251
|
|
International
|
1,791
|
|
|
1,690
|
|
||
E&P segment
|
2,157
|
|
|
1,941
|
|
||
OSM
|
256
|
|
|
(50
|
)
|
||
IG
|
178
|
|
|
142
|
|
||
Segment income
|
2,591
|
|
|
2,033
|
|
||
Items not allocated to segments, net of income taxes:
|
|
|
|
||||
Corporate and other unallocated items
|
(317
|
)
|
|
(170
|
)
|
||
Impairments
|
(195
|
)
|
|
(286
|
)
|
||
Gain on dispositions
|
45
|
|
|
407
|
|
||
Loss on early extinguishment of debt
|
(176
|
)
|
|
(57
|
)
|
||
Tax effect of subsidiary restructuring
|
(122
|
)
|
|
—
|
|
||
Deferred income tax items
|
(61
|
)
|
|
(45
|
)
|
||
Water abatement – Oil Sands
|
(48
|
)
|
|
—
|
|
||
Eagle Ford transaction costs
|
(10
|
)
|
|
—
|
|
||
Income from continuing operations
|
1,707
|
|
|
1,882
|
|
||
Discontinued operations
|
1,239
|
|
|
686
|
|
||
Net income
|
$
|
2,946
|
|
|
$
|
2,568
|
|
(Dollars in millions)
|
2012
|
|
2011
|
||||
Commercial paper
|
$
|
200
|
|
|
$
|
—
|
|
Long-term debt due within one year
|
184
|
|
|
141
|
|
||
Long-term debt
|
6,512
|
|
|
4,674
|
|
||
Total debt
|
$
|
6,896
|
|
|
$
|
4,815
|
|
Cash
|
$
|
684
|
|
|
$
|
493
|
|
Equity
|
$
|
18,283
|
|
|
$
|
17,159
|
|
Calculation:
|
|
|
|
||||
Total debt
|
$
|
6,896
|
|
|
$
|
4,815
|
|
Minus cash
|
684
|
|
|
493
|
|
||
Total debt minus cash
|
6,212
|
|
|
4,322
|
|
||
Total debt
|
6,896
|
|
|
4,815
|
|
||
Plus equity
|
18,283
|
|
|
17,159
|
|
||
Minus cash
|
684
|
|
|
493
|
|
||
Total debt plus equity minus cash
|
$
|
24,495
|
|
|
$
|
21,481
|
|
Cash-adjusted debt-to-capital ratio
|
25
|
%
|
|
20
|
%
|
(In millions)
|
Total
|
|
2013
|
|
2014-
2015
|
|
2016-
2017
|
|
Later
Years
|
||||||||||
Short and long-term debt (excludes interest)
(a)
|
$
|
6,853
|
|
|
$
|
384
|
|
|
$
|
1,141
|
|
|
$
|
688
|
|
|
$
|
4,640
|
|
Lease obligations
|
237
|
|
|
43
|
|
|
71
|
|
|
52
|
|
|
71
|
|
|||||
Purchase obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and gas activities
(b)
|
993
|
|
|
539
|
|
|
342
|
|
|
47
|
|
|
65
|
|
|||||
Service and materials contracts
(c)
|
1,139
|
|
|
218
|
|
|
229
|
|
|
174
|
|
|
518
|
|
|||||
Transportation and related contracts
|
1,427
|
|
|
210
|
|
|
318
|
|
|
231
|
|
|
668
|
|
|||||
Drilling rigs and fracturing crews
|
1,417
|
|
|
709
|
|
|
488
|
|
|
220
|
|
|
—
|
|
|||||
Other
|
216
|
|
|
66
|
|
|
80
|
|
|
26
|
|
|
44
|
|
|||||
Total purchase obligations
|
5,192
|
|
|
1,742
|
|
|
1,457
|
|
|
698
|
|
|
1,295
|
|
|||||
Other long-term liabilities reported in the consolidated balance sheet
(d)
|
1,131
|
|
|
122
|
|
|
241
|
|
|
162
|
|
|
606
|
|
|||||
Total contractual cash obligations
(e)
|
$
|
13,413
|
|
|
$
|
2,291
|
|
|
$
|
2,910
|
|
|
$
|
1,600
|
|
|
$
|
6,612
|
|
(a)
|
We anticipate cash payments for interest of $310 million for 2013, $602 million for 2014-2015, $586 million for 2016-2017 and $2,835 million for the remaining years for a total of $4,333 million.
|
(b)
|
Oil and gas activities include contracts to acquire property, plant and equipment and commitments for oil and gas exploration such as costs related to contractually obligated exploratory work programs that are expensed immediately.
|
(c)
|
Service and materials contracts include contracts to purchase services such as utilities, supplies and various other maintenance and operating services.
|
(d)
|
Primarily includes obligations for pension and other postretirement benefits including medical and life insurance. We have estimated projected funding requirements through 2022. Also includes amounts for uncertain tax positions.
|
(e)
|
This table does not include the estimated discounted liability for dismantlement, abandonment and restoration costs of oil and gas properties of $1,783 million. See Item 8. Financial Statements and Supplementary Data – Note 18 to the consolidated financial statements.
|
•
|
Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the measurement date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
|
•
|
Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the measurement date.
|
•
|
Level 3 – Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value.
|
•
|
impairment assessments of long-lived assets;
|
•
|
impairment assessments of goodwill;
|
•
|
allocation of the purchase price paid to acquire businesses to the assets acquired and liabilities assumed; and
|
•
|
recorded value of derivative instruments.
|
•
|
Future liquid hydrocarbon, natural gas and synthetic crude oil prices.
Our estimates of future prices are based on our analysis of market supply and demand and consideration of market price indicators. Although these commodity prices may experience extreme volatility in any given year, we believe long-term industry prices are driven by global market supply and demand. To estimate supply, we consider numerous factors, including the worldwide resource base, depletion rates, and OPEC production policies. We believe demand is largely driven by global economic factors, such as population and income growth, governmental policies, and vehicle stocks. The prices we use in our fair value estimates are consistent with those used in our planning and capital investment reviews. There has been significant volatility in liquid hydrocarbon, natural gas and synthetic crude oil prices and estimates of such future prices are inherently imprecise.
|
•
|
Estimated quantities of liquid hydrocarbons, natural gas and synthetic crude oil.
Such quantities are based on a combination of proved and probable reserves such that the combined volumes represent the most likely expectation of recovery. By definition, probable reserve estimates are less precise than proved reserve estimates.
|
•
|
Expected timing of production.
Production forecasts are the outcome of engineer studies which estimate proved and probable reserves. The actual timing of the production could be different than the projection. Cash flows realized later in the projection period are less valuable than those realized earlier due to the time value of money. The expected timing of production that we use in our fair value estimates is consistent with that used in our planning and capital investment reviews.
|
•
|
Discount rate commensurate with the risks involved
. We apply a discount rate to our expected cash flows based on a variety of factors, including market and economic conditions, operational risk, regulatory risk and political risk. This discount rate is also compared to recent observable market transactions, if possible. A higher discount rate decreases the net present value of cash flows.
|
•
|
Future capital requirements.
Our estimates of future capital requirements are based on authorized spending and internal forecasts.
|
•
|
the discount rate for measuring the present value of future plan obligations;
|
•
|
the expected long-term return on plan assets;
|
•
|
the rate of future increases in compensation levels; and
|
•
|
health care cost projections.
|
Remaining Term
|
Bbls per Day
|
Weighted Average Price per Bbl
|
Benchmark
|
Swaps
|
|
|
|
January 2013 - December 2013
|
20,000
|
$96.29
|
West Texas Intermediate
|
January 2013 - December 2013
|
25,000
|
$109.19
|
Brent
|
Option collars
|
|
|
|
January 2013 - December 2013
|
15,000
|
$90.00 floor / $101.17 ceiling
|
West Texas Intermediate
|
January 2013 - December 2013
|
15,000
|
$100.00 floor / $116.30 ceiling
|
Brent
|
|
Incremental Change in IFO from a Hypothetical Price Increase of
|
|
Incremental Change in IFO from a Hypothetical Price Decrease of
|
||||||||||||
|
10%
|
|
25%
|
|
10%
|
|
25%
|
||||||||
Crude oil
|
|
|
|
|
|
|
|
||||||||
Swaps
|
$
|
(165
|
)
|
|
$
|
(412
|
)
|
|
$
|
165
|
|
|
$
|
412
|
|
Option collars
|
(77
|
)
|
|
(212
|
)
|
|
77
|
|
|
246
|
|
||||
Total crude oil
|
(242
|
)
|
|
(624
|
)
|
|
242
|
|
|
658
|
|
||||
Natural gas
|
|
|
|
|
|
|
|
||||||||
Futures
|
(1
|
)
|
|
(2
|
)
|
|
1
|
|
|
2
|
|
||||
Total natural gas
|
(1
|
)
|
|
(2
|
)
|
|
1
|
|
|
2
|
|
||||
Total
|
$
|
(243
|
)
|
|
$
|
(626
|
)
|
|
$
|
243
|
|
|
$
|
660
|
|
(a)
|
Fair values of cash and cash equivalents, receivables, commercial paper, accounts payable and accrued interest approximate carrying value and are relatively insensitive to changes in interest rates due to the short-term maturity of the instruments. Accordingly, these instruments are excluded from the table.
|
(b)
|
Fair value was based on market prices where available, or current borrowing rates for financings with similar terms and maturities.
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Clarence P. Cazalot, Jr.
|
|
/s/ Janet F. Clark
|
|
/s/ Michael K. Stewart
|
Chairman, President and
Chief Executive Officer
|
|
Executive Vice President and
Chief Financial Officer
|
|
Vice President, Finance and
Accounting, Controller and Treasurer
|
/s/ Clarence P. Cazalot, Jr.
|
|
/s/ Janet F. Clark
|
|
Chairman, President and
Chief Executive Officer
|
|
Executive Vice President
and Chief Financial Officer
|
|
(In millions, except per share data)
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Sales and other operating revenues
|
$
|
15,630
|
|
|
$
|
14,603
|
|
|
$
|
11,634
|
|
Sales to related parties
|
58
|
|
|
60
|
|
|
56
|
|
|||
Income from equity method investments
|
370
|
|
|
462
|
|
|
344
|
|
|||
Net gain on disposal of assets
|
127
|
|
|
103
|
|
|
766
|
|
|||
Other income
|
36
|
|
|
54
|
|
|
73
|
|
|||
Total revenues and other income
|
16,221
|
|
|
15,282
|
|
|
12,873
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenues (excludes items below)
|
5,219
|
|
|
6,225
|
|
|
4,786
|
|
|||
Purchases from related parties
|
248
|
|
|
250
|
|
|
172
|
|
|||
Depreciation, depletion and amortization
|
2,478
|
|
|
2,266
|
|
|
2,056
|
|
|||
Impairments
|
371
|
|
|
310
|
|
|
447
|
|
|||
General and administrative expenses
|
555
|
|
|
544
|
|
|
491
|
|
|||
Other taxes
|
289
|
|
|
230
|
|
|
199
|
|
|||
Exploration expenses
|
729
|
|
|
644
|
|
|
498
|
|
|||
Total costs and expenses
|
9,889
|
|
|
10,469
|
|
|
8,649
|
|
|||
Income from operations
|
6,332
|
|
|
4,813
|
|
|
4,224
|
|
|||
Net interest and other
|
(219
|
)
|
|
(107
|
)
|
|
(75
|
)
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
(279
|
)
|
|
(92
|
)
|
|||
Income from continuing operations before income taxes
|
6,113
|
|
|
4,427
|
|
|
4,057
|
|
|||
Provision for income taxes
|
4,531
|
|
|
2,720
|
|
|
2,175
|
|
|||
Income from continuing operations
|
1,582
|
|
|
1,707
|
|
|
1,882
|
|
|||
Discontinued operations
|
—
|
|
|
1,239
|
|
|
686
|
|
|||
Net income
|
$
|
1,582
|
|
|
$
|
2,946
|
|
|
$
|
2,568
|
|
Per Share Data
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
2.24
|
|
|
$
|
2.40
|
|
|
$
|
2.65
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
1.75
|
|
|
$
|
0.97
|
|
Net income
|
$
|
2.24
|
|
|
$
|
4.15
|
|
|
$
|
3.62
|
|
Diluted:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
2.23
|
|
|
$
|
2.39
|
|
|
$
|
2.65
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
1.74
|
|
|
$
|
0.96
|
|
Net income
|
$
|
2.23
|
|
|
$
|
4.13
|
|
|
$
|
3.61
|
|
Dividends
|
$
|
0.68
|
|
|
$
|
0.80
|
|
|
$
|
0.99
|
|
Weighted average shares:
|
|
|
|
|
|
||||||
Basic
|
706
|
|
|
710
|
|
|
710
|
|
|||
Diluted
|
710
|
|
|
714
|
|
|
712
|
|
(In millions)
|
2012
|
|
2011*
|
|
2010
|
||||||
Net income
|
$
|
1,582
|
|
|
$
|
2,946
|
|
|
$
|
2,568
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
||||||
Postretirement and postemployment plans
|
|
|
|
|
|
||||||
Change in actuarial loss and other
|
(97
|
)
|
|
16
|
|
|
(76
|
)
|
|||
Income tax benefit on postretirement and
|
|
|
|
|
|
|
|
||||
postemployment plans
|
35
|
|
|
20
|
|
|
7
|
|
|||
Postretirement and postemployment plans, net of tax
|
(62
|
)
|
|
36
|
|
|
(69
|
)
|
|||
Derivative hedges
|
|
|
|
|
|
||||||
Net unrecognized gain
|
1
|
|
|
9
|
|
|
5
|
|
|||
Income tax benefit (provision) on derivative hedges
|
—
|
|
|
(4
|
)
|
|
1
|
|
|||
Derivative hedges, net of tax
|
1
|
|
|
5
|
|
|
6
|
|
|||
Foreign currency translation and other
|
|
|
|
|
|
||||||
Unrealized gain (loss)
|
1
|
|
|
(1
|
)
|
|
—
|
|
|||
Income tax provision on foreign currency translation and other
|
(3
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation and other, net of tax
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Other comprehensive income (loss)
|
(63
|
)
|
|
40
|
|
|
(63
|
)
|
|||
Comprehensive income
|
$
|
1,519
|
|
|
$
|
2,986
|
|
|
$
|
2,505
|
|
|
December 31,
|
||||||
(In millions, except per share data)
|
2012
|
|
2011
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
684
|
|
|
$
|
493
|
|
Receivables
|
2,389
|
|
|
1,917
|
|
||
Receivables from related parties
|
27
|
|
|
35
|
|
||
Inventories
|
361
|
|
|
361
|
|
||
Other current assets
|
301
|
|
|
418
|
|
||
Total current assets
|
3,762
|
|
|
3,224
|
|
||
Equity method investments
|
1,279
|
|
|
1,383
|
|
||
Property, plant and equipment, less accumulated depreciation,
|
|
|
|
|
|
||
depletion and amortization of $19,266 and $17,248
|
28,272
|
|
|
25,324
|
|
||
Goodwill
|
525
|
|
|
536
|
|
||
Other noncurrent assets
|
1,468
|
|
|
904
|
|
||
Total assets
|
$
|
35,306
|
|
|
$
|
31,371
|
|
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Commercial paper
|
$
|
200
|
|
|
$
|
—
|
|
Accounts payable
|
2,285
|
|
|
1,864
|
|
||
Payables to related parties
|
20
|
|
|
18
|
|
||
Payroll and benefits payable
|
217
|
|
|
193
|
|
||
Accrued taxes
|
1,987
|
|
|
2,015
|
|
||
Other current liabilities
|
188
|
|
|
163
|
|
||
Long-term debt due within one year
|
184
|
|
|
141
|
|
||
Total current liabilities
|
5,081
|
|
|
4,394
|
|
||
Long-term debt
|
6,512
|
|
|
4,674
|
|
||
Deferred tax liabilities
|
2,432
|
|
|
2,544
|
|
||
Defined benefit postretirement plan obligations
|
856
|
|
|
789
|
|
||
Asset retirement obligations
|
1,749
|
|
|
1,510
|
|
||
Deferred credits and other liabilities
|
393
|
|
|
301
|
|
||
Total liabilities
|
17,023
|
|
|
14,212
|
|
||
Commitments and contingencies
|
|
|
|
|
|||
Stockholders’ Equity
|
|
|
|
||||
Preferred stock - no shares issued or outstanding (no par value,
|
|
|
|
||||
26 million shares authorized)
|
—
|
|
|
—
|
|
||
Common stock:
|
|
|
|
||||
Issued – 770 million and 770 million shares (par value $1 per share,
|
|
|
|
||||
1.1 billion shares authorized)
|
770
|
|
|
770
|
|
||
Securities exchangeable into common stock – no shares issued
|
|
|
|
|
|
||
or outstanding (no par value, 29 million shares authorized)
|
—
|
|
|
—
|
|
||
Held in treasury, at cost – 63 million and 66 million shares
|
(2,560
|
)
|
|
(2,716
|
)
|
||
Additional paid-in capital
|
6,616
|
|
|
6,680
|
|
||
Retained earnings
|
13,890
|
|
|
12,788
|
|
||
Accumulated other comprehensive loss
|
(433
|
)
|
|
(370
|
)
|
||
Total equity of Marathon Oil stockholders
|
18,283
|
|
|
17,152
|
|
||
Noncontrolling interest
|
—
|
|
|
7
|
|
||
Total equity
|
18,283
|
|
|
17,159
|
|
||
Total liabilities and equity
|
$
|
35,306
|
|
|
$
|
31,371
|
|
(In millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Increase (decrease) in cash and cash equivalents
|
|
|
|
|
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,582
|
|
|
$
|
2,946
|
|
|
$
|
2,568
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Discontinued operations
|
—
|
|
|
(1,239
|
)
|
|
(686
|
)
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
279
|
|
|
92
|
|
|||
Deferred income taxes
|
(210
|
)
|
|
(182
|
)
|
|
(489
|
)
|
|||
Depreciation, depletion and amortization
|
2,478
|
|
|
2,266
|
|
|
2,056
|
|
|||
Impairments
|
371
|
|
|
310
|
|
|
447
|
|
|||
Pension and other postretirement benefits, net
|
(31
|
)
|
|
64
|
|
|
31
|
|
|||
Exploratory dry well costs and unproved property impairments
|
457
|
|
|
357
|
|
|
225
|
|
|||
Net gain on disposal of assets
|
(127
|
)
|
|
(103
|
)
|
|
(766
|
)
|
|||
Equity method investments, net
|
11
|
|
|
47
|
|
|
56
|
|
|||
Changes in:
|
|
|
|
|
|
||||||
Current receivables
|
(499
|
)
|
|
8
|
|
|
(409
|
)
|
|||
Inventories
|
(34
|
)
|
|
33
|
|
|
(71
|
)
|
|||
Current accounts payable and accrued liabilities
|
96
|
|
|
485
|
|
|
1,018
|
|
|||
All other operating, net
|
(77
|
)
|
|
163
|
|
|
122
|
|
|||
Net cash provided by continuing operations
|
4,017
|
|
|
5,434
|
|
|
4,194
|
|
|||
Net cash provided by discontinued operations
|
—
|
|
|
1,090
|
|
|
1,676
|
|
|||
Net cash provided by operating activities
|
4,017
|
|
|
6,524
|
|
|
5,870
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Acquisitions, net of cash acquired
|
(1,033
|
)
|
|
(4,470
|
)
|
|
—
|
|
|||
Additions to property, plant and equipment
|
(4,940
|
)
|
|
(3,295
|
)
|
|
(3,536
|
)
|
|||
Disposal of assets
|
467
|
|
|
518
|
|
|
1,368
|
|
|||
Investments - return of capital
|
57
|
|
|
59
|
|
|
58
|
|
|||
Investing activities of discontinued operations
|
—
|
|
|
(493
|
)
|
|
(464
|
)
|
|||
All other investing, net
|
10
|
|
|
14
|
|
|
(47
|
)
|
|||
Net cash used in investing activities
|
(5,439
|
)
|
|
(7,667
|
)
|
|
(2,621
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Commercial paper, net
|
200
|
|
|
—
|
|
|
—
|
|
|||
Borrowings
|
1,997
|
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
(21
|
)
|
|
—
|
|
|
—
|
|
|||
Debt repayments
|
(145
|
)
|
|
(2,877
|
)
|
|
(653
|
)
|
|||
Purchases of common stock
|
—
|
|
|
(300
|
)
|
|
—
|
|
|||
Dividends paid
|
(480
|
)
|
|
(567
|
)
|
|
(704
|
)
|
|||
Financing activities of discontinued operations
|
—
|
|
|
2,916
|
|
|
(12
|
)
|
|||
Distribution in spin-off
|
—
|
|
|
(1,622
|
)
|
|
—
|
|
|||
All other financing, net
|
49
|
|
|
155
|
|
|
14
|
|
|||
Net cash provided by (used in) financing activities
|
1,600
|
|
|
(2,295
|
)
|
|
(1,355
|
)
|
|||
Effect of exchange rate changes on cash
|
13
|
|
|
(20
|
)
|
|
—
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
191
|
|
|
(3,458
|
)
|
|
1,894
|
|
|||
Cash and cash equivalents at beginning of period
|
493
|
|
|
3,951
|
|
|
2,057
|
|
|||
Cash and cash equivalents at end of period
|
$
|
684
|
|
|
$
|
493
|
|
|
$
|
3,951
|
|
|
|
Total Equity of Marathon Oil Stockholders
|
|
|
|
|
||||||||||||||||||||||||||||||
(In millions)
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Securities
Exchangeable
into Common
Stock
|
|
Treasury
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Non-
controlling
Interest
|
|
Total
Equity
|
||||||||||||||||||
January 1, 2010 Balance
|
|
$
|
—
|
|
|
$
|
769
|
|
|
$
|
—
|
|
|
$
|
(2,706
|
)
|
|
$
|
6,738
|
|
|
$
|
18,043
|
|
|
$
|
(934
|
)
|
|
$
|
—
|
|
|
$
|
21,910
|
|
Shares issued - stock based
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|||||||||
Shares exchanged
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Shares repurchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,568
|
|
|
—
|
|
|
—
|
|
|
2,568
|
|
|||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
—
|
|
|
(63
|
)
|
|||||||||
Dividends paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(704
|
)
|
|
—
|
|
|
—
|
|
|
(704
|
)
|
|||||||||
December 31, 2010 Balance
|
|
$
|
—
|
|
|
$
|
770
|
|
|
$
|
—
|
|
|
$
|
(2,665
|
)
|
|
$
|
6,756
|
|
|
$
|
19,907
|
|
|
$
|
(997
|
)
|
|
$
|
—
|
|
|
$
|
23,771
|
|
Shares issued - stock based
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
257
|
|
|
(85
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
172
|
|
|||||||||
Shares repurchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(308
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(308
|
)
|
|||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,946
|
|
|
—
|
|
|
—
|
|
|
2,946
|
|
|||||||||
Other comprehensive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
|||||||||
Dividends paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(567
|
)
|
|
—
|
|
|
—
|
|
|
(567
|
)
|
|||||||||
Purchase of subsidiary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
shares from non-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
controlling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|||||||||
Spin-off of downstream
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
business
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
(9,498
|
)
|
|
587
|
|
|
—
|
|
|
(8,906
|
)
|
|||||||||
December 31, 2011 Balance
|
|
$
|
—
|
|
|
$
|
770
|
|
|
$
|
—
|
|
|
$
|
(2,716
|
)
|
|
$
|
6,680
|
|
|
$
|
12,788
|
|
|
$
|
(370
|
)
|
|
$
|
7
|
|
|
$
|
17,159
|
|
Shares issued - stock based
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
164
|
|
|
(75
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|||||||||
Shares repurchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,582
|
|
|
—
|
|
|
—
|
|
|
1,582
|
|
|||||||||
Other comprehensive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
—
|
|
|
(63
|
)
|
|||||||||
Dividends paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(480
|
)
|
|
—
|
|
|
—
|
|
|
(480
|
)
|
|||||||||
Purchase of subsidiary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
shares from non-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
controlling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
|||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||||||||
December 31, 2012 Balance
|
|
$
|
—
|
|
|
$
|
770
|
|
|
$
|
—
|
|
|
$
|
(2,560
|
)
|
|
$
|
6,616
|
|
|
$
|
13,890
|
|
|
$
|
(433
|
)
|
|
$
|
—
|
|
|
$
|
18,283
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
(Shares in millions)
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Securities
Exchangeable
into Common
Stock
|
|
Treasury
Stock
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
January 1, 2010 Balance
|
|
1
|
|
|
769
|
|
|
1
|
|
|
(61
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shares issued - stock based
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shares exchanged
|
|
(1
|
)
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2010 Balance
|
|
—
|
|
|
770
|
|
|
—
|
|
|
(60
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shares issued - stock based
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shares repurchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2011 Balance
|
|
—
|
|
|
770
|
|
|
—
|
|
|
(66
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shares issued - stock based
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shares repurchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2012 Balance
|
|
—
|
|
|
770
|
|
|
—
|
|
|
(63
|
)
|
|
|
|
|
|
|
|
|
|
|
3.
|
Spin-off of Downstream Business
|
(In millions)
|
|
|
2011
|
|
2010
|
||||
Revenues applicable to discontinued operations
|
|
|
$
|
38,602
|
|
|
$
|
62,488
|
|
Pretax income from discontinued operations
|
|
|
$
|
2,012
|
|
|
$
|
1,065
|
|
4.
|
Variable Interest Entities
|
|
|
Acquisition Date
|
||||||
|
|
August 1,
|
|
November 1,
|
||||
(In millions)
|
|
2012
|
|
2012
|
||||
Current assets:
|
|
|
|
|
||||
Cash
|
|
$
|
8
|
|
|
$
|
—
|
|
Receivables
|
|
22
|
|
|
8
|
|
||
Inventories
|
|
1
|
|
|
—
|
|
||
Total current assets acquired
|
|
31
|
|
|
8
|
|
||
Property, plant and equipment
|
|
822
|
|
|
248
|
|
||
Total assets acquired
|
|
$
|
853
|
|
|
$
|
256
|
|
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
78
|
|
|
23
|
|
||
Total current liabilities assumed
|
|
78
|
|
|
23
|
|
||
Asset retirement obligations
|
|
7
|
|
|
1
|
|
||
Total liabilities assumed
|
|
85
|
|
|
24
|
|
||
Net assets acquired
|
|
$
|
768
|
|
|
$
|
232
|
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||
(In millions, except per share data)
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||||||
Income from continuing operations
|
$
|
1,582
|
|
|
$
|
1,582
|
|
|
$
|
1,707
|
|
|
$
|
1,707
|
|
|
$
|
1,882
|
|
|
$
|
1,882
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
1,239
|
|
|
1,239
|
|
|
686
|
|
|
686
|
|
||||||
Net income
|
$
|
1,582
|
|
|
$
|
1,582
|
|
|
$
|
2,946
|
|
|
$
|
2,946
|
|
|
$
|
2,568
|
|
|
$
|
2,568
|
|
Weighted average common shares outstanding
|
706
|
|
|
706
|
|
|
710
|
|
|
710
|
|
|
710
|
|
|
710
|
|
||||||
Effect of dilutive securities
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
2
|
|
||||||
Weighted average common shares, including dilutive effect
|
706
|
|
|
710
|
|
|
710
|
|
|
714
|
|
|
710
|
|
|
712
|
|
||||||
Per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income from continuing operations
|
$
|
2.24
|
|
|
$
|
2.23
|
|
|
$
|
2.40
|
|
|
$
|
2.39
|
|
|
$
|
2.65
|
|
|
$
|
2.65
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.75
|
|
|
$
|
1.74
|
|
|
$
|
0.97
|
|
|
$
|
0.96
|
|
Net income
|
$
|
2.24
|
|
|
$
|
2.23
|
|
|
$
|
4.15
|
|
|
$
|
4.13
|
|
|
$
|
3.62
|
|
|
$
|
3.61
|
|
•
|
E&P – explores for, produces and markets liquid hydrocarbons and natural gas on a worldwide basis.
|
•
|
OSM – mines, extracts and transports bitumen from oil sands deposits in Alberta, Canada, and upgrades the bitumen to produce and market synthetic crude oil and vacuum gas oil.
|
•
|
IG – produces and markets products manufactured from natural gas, such as LNG and methanol, in E.G.
|
(In millions)
|
E&P
|
|
OSM
|
|
IG
|
|
Total
|
||||||||
2012
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Customer
|
$
|
14,026
|
|
|
$
|
1,552
|
|
|
$
|
—
|
|
|
$
|
15,578
|
|
Related parties
|
58
|
|
|
—
|
|
|
—
|
|
|
58
|
|
||||
Segment revenues
|
$
|
14,084
|
|
|
$
|
1,552
|
|
|
$
|
—
|
|
|
15,636
|
|
|
Unrealized gain on crude oil derivative instruments
|
|
|
|
|
|
|
52
|
|
|||||||
Total revenues
|
|
|
|
|
|
|
$
|
15,688
|
|
||||||
Segment income
|
$
|
1,881
|
|
|
$
|
176
|
|
|
$
|
91
|
|
|
$
|
2,148
|
|
Income from equity method investments
|
238
|
|
|
—
|
|
|
132
|
|
|
370
|
|
||||
Depreciation, depletion and amortization
|
2,226
|
|
|
217
|
|
|
—
|
|
|
2,443
|
|
||||
Income tax provision
|
4,741
|
|
|
59
|
|
|
27
|
|
|
4,827
|
|
||||
Capital expenditures
|
4,835
|
|
|
188
|
|
|
2
|
|
|
5,025
|
|
(In millions)
|
E&P
|
|
OSM
|
|
IG
|
|
Total
|
||||||||
2011
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Customer
|
$
|
12,922
|
|
|
$
|
1,588
|
|
|
$
|
93
|
|
|
$
|
14,603
|
|
Intersegment
|
47
|
|
|
—
|
|
|
—
|
|
|
47
|
|
||||
Related parties
|
60
|
|
|
—
|
|
|
—
|
|
|
60
|
|
||||
Segment revenues
|
$
|
13,029
|
|
|
$
|
1,588
|
|
|
$
|
93
|
|
|
14,710
|
|
|
Elimination of intersegment revenues
|
|
|
|
|
|
|
(47
|
)
|
|||||||
Total revenues
|
|
|
|
|
|
|
$
|
14,663
|
|
||||||
Segment income
|
$
|
2,157
|
|
|
$
|
256
|
|
|
$
|
178
|
|
|
$
|
2,591
|
|
Income from equity method investments
|
249
|
|
|
—
|
|
|
213
|
|
|
462
|
|
||||
Depreciation, depletion and amortization
|
2,028
|
|
|
196
|
|
|
3
|
|
|
2,227
|
|
||||
Income tax provision
|
2,808
|
|
|
82
|
|
|
74
|
|
|
2,964
|
|
||||
Capital expenditures
|
3,038
|
|
|
308
|
|
|
2
|
|
|
3,348
|
|
(In millions)
|
E&P
|
|
OSM
|
|
IG
|
|
Total
|
||||||||
2010
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Customer
|
$
|
10,651
|
|
|
$
|
833
|
|
|
$
|
150
|
|
|
$
|
11,634
|
|
Intersegment
|
75
|
|
|
—
|
|
|
—
|
|
|
75
|
|
||||
Related parties
|
56
|
|
|
—
|
|
|
—
|
|
|
56
|
|
||||
Segment revenues
|
$
|
10,782
|
|
|
$
|
833
|
|
|
$
|
150
|
|
|
11,765
|
|
|
Elimination of intersegment revenues
|
|
|
|
|
|
|
(75
|
)
|
|||||||
Total revenues
|
|
|
|
|
|
|
|
|
|
$
|
11,690
|
|
|||
Segment income (loss)
|
$
|
1,941
|
|
|
$
|
(50
|
)
|
|
$
|
142
|
|
|
$
|
2,033
|
|
Income from equity method investments
|
188
|
|
|
—
|
|
|
181
|
|
|
369
|
|
||||
Depreciation, depletion and amortization
|
1,911
|
|
|
105
|
|
|
2
|
|
|
2,018
|
|
||||
Income tax provision (benefit)
|
2,266
|
|
|
(12
|
)
|
|
73
|
|
|
2,327
|
|
||||
Capital expenditures
|
2,474
|
|
|
874
|
|
|
2
|
|
|
3,350
|
|
(In millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Total revenues
|
$
|
15,688
|
|
|
$
|
14,663
|
|
|
$
|
11,690
|
|
Less: Sales to related parties
|
58
|
|
|
60
|
|
|
56
|
|
|||
Sales and other operating revenues
|
$
|
15,630
|
|
|
$
|
14,603
|
|
|
$
|
11,634
|
|
(In millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Segment income
|
$
|
2,148
|
|
|
$
|
2,591
|
|
|
$
|
2,033
|
|
Items not allocated to segments, net of income taxes:
|
|
|
|
|
|
||||||
Corporate and other unallocated items
|
(441
|
)
|
|
(317
|
)
|
|
(170
|
)
|
|||
Impairments
|
(231
|
)
|
|
(195
|
)
|
|
(286
|
)
|
|||
Gain on dispositions
|
72
|
|
|
45
|
|
|
407
|
|
|||
Unrealized gain on crude oil derivative instruments
|
34
|
|
|
—
|
|
|
—
|
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
(176
|
)
|
|
(57
|
)
|
|||
Tax effect of subsidiary restructuring
|
—
|
|
|
(122
|
)
|
|
—
|
|
|||
Deferred income tax items
|
—
|
|
|
(61
|
)
|
|
(45
|
)
|
|||
Water abatement - Oil Sands
|
—
|
|
|
(48
|
)
|
|
—
|
|
|||
Eagle Ford transaction costs
|
—
|
|
|
(10
|
)
|
|
—
|
|
|||
Income from continuing operations
|
1,582
|
|
|
1,707
|
|
|
1,882
|
|
|||
Discontinued operations
|
—
|
|
|
1,239
|
|
|
686
|
|
|||
Net income
|
$
|
1,582
|
|
|
$
|
2,946
|
|
|
$
|
2,568
|
|
(In millions)
|
2012
|
|
2011
|
|
2010
|
||||||
United States
|
$
|
6,442
|
|
|
$
|
6,971
|
|
|
$
|
5,363
|
|
United Kingdom
|
1,245
|
|
|
1,546
|
|
|
1,063
|
|
|||
Libya
(a)
|
1,989
|
|
|
216
|
|
|
1,473
|
|
|||
Norway
|
3,582
|
|
|
3,386
|
|
|
2,243
|
|
|||
Canada
|
1,552
|
|
|
1,588
|
|
|
833
|
|
|||
Other international
|
878
|
|
|
956
|
|
|
715
|
|
|||
Total revenues
|
$
|
15,688
|
|
|
$
|
14,663
|
|
|
$
|
11,690
|
|
(a)
|
See Note 13 for discussion of Libya operations.
|
(In millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Liquid hydrocarbons
|
$
|
12,945
|
|
|
$
|
11,717
|
|
|
$
|
9,480
|
|
Natural gas
|
1,103
|
|
|
1,291
|
|
|
1,295
|
|
|||
Synthetic crude oil
|
1,545
|
|
|
1,581
|
|
|
832
|
|
|||
Transportation & other
|
95
|
|
|
74
|
|
|
83
|
|
|||
Total revenues
|
$
|
15,688
|
|
|
$
|
14,663
|
|
|
$
|
11,690
|
|
(In millions)
|
2012
|
|
2011
|
||||
United States
|
$
|
13,677
|
|
|
$
|
10,928
|
|
Canada
|
9,693
|
|
|
9,711
|
|
||
Equatorial Guinea
|
2,081
|
|
|
2,214
|
|
||
Norway
|
987
|
|
|
1,133
|
|
||
Other international
|
3,113
|
|
|
2,721
|
|
||
Total long-lived assets
|
$
|
29,551
|
|
|
$
|
26,707
|
|
(In millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Interest:
|
|
|
|
|
|
||||||
Interest income
|
$
|
13
|
|
|
$
|
12
|
|
|
$
|
11
|
|
Interest expense
(a)
|
(300
|
)
|
|
(281
|
)
|
|
(375
|
)
|
|||
Income on interest rate swaps
|
7
|
|
|
10
|
|
|
26
|
|
|||
Interest capitalized
|
68
|
|
|
151
|
|
|
297
|
|
|||
Total interest
|
(212
|
)
|
|
(108
|
)
|
|
(41
|
)
|
|||
Other:
|
|
|
|
|
|
||||||
Net foreign currency gains (losses)
|
4
|
|
|
24
|
|
|
(21
|
)
|
|||
Write off of contingent proceeds
|
—
|
|
|
(7
|
)
|
|
(15
|
)
|
|||
Other
|
(11
|
)
|
|
(16
|
)
|
|
2
|
|
|||
Total other
|
(7
|
)
|
|
1
|
|
|
(34
|
)
|
|||
Net interest and other
|
$
|
(219
|
)
|
|
$
|
(107
|
)
|
|
$
|
(75
|
)
|
(a)
|
Excludes
$1 million
,
$10 million
and
$16 million
paid by United States Steel in
2012
,
2011
and
2010
on assumed debt.
|
(In millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Net interest and other
|
$
|
4
|
|
|
$
|
24
|
|
|
$
|
(21
|
)
|
Provision for income taxes
|
80
|
|
|
(57
|
)
|
|
(1
|
)
|
|||
Aggregate foreign currency gains (losses)
|
$
|
84
|
|
|
$
|
(33
|
)
|
|
$
|
(22
|
)
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||||||||||||||
(In millions)
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
||||||||||||||||||
Federal
|
$
|
(80
|
)
|
|
$
|
233
|
|
|
$
|
153
|
|
|
$
|
(210
|
)
|
|
$
|
(206
|
)
|
|
$
|
(416
|
)
|
|
$
|
(279
|
)
|
|
$
|
(267
|
)
|
|
$
|
(546
|
)
|
State and local
|
(23
|
)
|
|
47
|
|
|
24
|
|
|
24
|
|
|
82
|
|
|
106
|
|
|
2
|
|
|
(10
|
)
|
|
(8
|
)
|
|||||||||
Foreign
|
4,844
|
|
|
(490
|
)
|
|
4,354
|
|
|
3,088
|
|
|
(58
|
)
|
|
3,030
|
|
|
2,941
|
|
|
(212
|
)
|
|
2,729
|
|
|||||||||
Total
|
$
|
4,741
|
|
|
$
|
(210
|
)
|
|
$
|
4,531
|
|
|
$
|
2,902
|
|
|
$
|
(182
|
)
|
|
$
|
2,720
|
|
|
$
|
2,664
|
|
|
$
|
(489
|
)
|
|
$
|
2,175
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Statutory rate applied to income from continuing operations before income taxes
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
Effects of foreign operations, including foreign tax credits
|
18
|
|
|
6
|
|
|
20
|
|
Change in permanent reinvestment assertion
|
—
|
|
|
5
|
|
|
—
|
|
Adjustments to valuation allowances
|
21
|
|
|
14
|
|
|
(2
|
)
|
Tax law changes
|
—
|
|
|
1
|
|
|
1
|
|
Effective income tax rate on continuing operations
|
74
|
%
|
|
61
|
%
|
|
54
|
%
|
|
December 31,
|
||||||
(In millions)
|
2012
|
|
2011
(a)
|
||||
Deferred tax assets:
|
|
|
|
||||
Employee benefits
|
$
|
510
|
|
|
$
|
455
|
|
Operating loss carryforwards
|
368
|
|
|
354
|
|
||
Foreign tax credits
|
4,351
|
|
|
3,005
|
|
||
Other
|
121
|
|
|
95
|
|
||
Valuation allowances:
|
|
|
|
||||
Federal
|
(2,067
|
)
|
|
(790
|
)
|
||
State, net of federal benefit
|
(60
|
)
|
|
(40
|
)
|
||
Foreign
|
(210
|
)
|
|
(194
|
)
|
||
Total deferred tax assets
|
3,013
|
|
|
2,885
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
3,691
|
|
|
3,404
|
|
||
Investments in subsidiaries and affiliates
|
840
|
|
|
1,216
|
|
||
Other
|
12
|
|
|
41
|
|
||
Total deferred tax liabilities
|
4,543
|
|
|
4,661
|
|
||
Net deferred tax liabilities
|
$
|
1,530
|
|
|
$
|
1,776
|
|
|
December 31,
|
||||||
(In millions)
|
2012
|
|
2011
|
||||
Assets:
|
|
|
|
||||
Other current assets
|
$
|
57
|
|
|
$
|
99
|
|
Other noncurrent assets
|
849
|
|
|
674
|
|
||
Liabilities:
|
|
|
|
||||
Other current liabilities
|
4
|
|
|
5
|
|
||
Noncurrent deferred tax liabilities
|
2,432
|
|
|
2,544
|
|
||
Net deferred tax liabilities
|
$
|
1,530
|
|
|
$
|
1,776
|
|
(a)
|
Includes federal and state jurisdictions.
|
(In millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Beginning balance
|
$
|
157
|
|
|
$
|
103
|
|
|
$
|
75
|
|
Additions for tax positions related to the current year
|
—
|
|
|
4
|
|
|
28
|
|
|||
Reductions for tax positions related to the current year
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Additions for tax positions of prior years
|
81
|
|
|
87
|
|
|
25
|
|
|||
Reductions for tax positions of prior years
|
(67
|
)
|
|
(29
|
)
|
|
(12
|
)
|
|||
Settlements
|
(72
|
)
|
|
(8
|
)
|
|
(12
|
)
|
|||
Statute of limitations
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Ending balance
|
$
|
98
|
|
|
$
|
157
|
|
|
$
|
103
|
|
|
December 31,
|
||||||
(In millions)
|
2012
|
|
2011
|
||||
Liquid hydrocarbons, natural gas and bitumen
|
$
|
73
|
|
|
$
|
147
|
|
Supplies and sundry items
|
288
|
|
|
214
|
|
||
Inventories at cost
|
$
|
361
|
|
|
$
|
361
|
|
•
|
Alba Plant LLC, in which we have a
52 percent
noncontrolling interest. Alba Plant LLC processes LPG.
|
•
|
AMPCO, in which we have a
45 percent
interest. AMPCO is engaged in methanol production activity.
|
•
|
EGHoldings, in which we have a
60 percent
noncontrolling interest. EGHoldings is engaged in LNG production activities.
|
|
Ownership as of December 31, 2012
|
|
December 31,
|
||||||
(In millions)
|
2012
|
|
2011
|
||||||
EGHoldings
|
60%
|
|
$
|
817
|
|
|
$
|
875
|
|
Alba Plant LLC
|
52%
|
|
264
|
|
|
272
|
|
||
AMPCO
|
45%
|
|
187
|
|
|
191
|
|
||
Other investments
|
|
|
11
|
|
|
45
|
|
||
Total
|
|
|
$
|
1,279
|
|
|
$
|
1,383
|
|
(In millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Income data – year:
|
|
|
|
|
|
||||||
Revenues and other income
|
$
|
1,330
|
|
|
$
|
1,544
|
|
|
$
|
1,305
|
|
Income from operations
|
755
|
|
|
942
|
|
|
762
|
|
|||
Net income
|
635
|
|
|
820
|
|
|
671
|
|
|||
Balance sheet data – December 31:
|
|
|
|
|
|
||||||
Current assets
|
$
|
607
|
|
|
$
|
688
|
|
|
|
||
Noncurrent assets
|
1,743
|
|
|
2,079
|
|
|
|
||||
Current liabilities
|
395
|
|
|
504
|
|
|
|
||||
Noncurrent liabilities
|
29
|
|
|
115
|
|
|
|
|
December 31,
|
||||||
(In millions)
|
2012
|
|
2011
|
||||
E&P
|
|
|
|
||||
United States
|
$
|
23,400
|
|
|
$
|
19,679
|
|
International
|
13,523
|
|
|
12,579
|
|
||
Total E&P
|
36,923
|
|
|
32,258
|
|
||
OSM
|
10,128
|
|
|
9,936
|
|
||
IG
|
38
|
|
|
37
|
|
||
Corporate
|
449
|
|
|
341
|
|
||
Total property, plant and equipment
|
$
|
47,538
|
|
|
$
|
42,572
|
|
Less accumulated depreciation, depletion and amortization
|
(19,266
|
)
|
|
(17,248
|
)
|
||
Net property, plant and equipment
|
$
|
28,272
|
|
|
$
|
25,324
|
|
|
December 31,
|
||||||||||
(In millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Amounts capitalized less than one year after completion of drilling
|
$
|
388
|
|
|
$
|
482
|
|
|
$
|
334
|
|
Amounts capitalized greater than one year after completion of drilling
|
229
|
|
|
222
|
|
|
323
|
|
|||
Total deferred exploratory well costs
|
$
|
617
|
|
|
$
|
704
|
|
|
$
|
657
|
|
Number of projects with costs capitalized greater than one year after
|
|
|
|
|
|
||||||
completion of drilling
|
6
|
|
|
5
|
|
|
7
|
|
|||
|
|
|
|
|
|
||||||
(In millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Beginning balance
|
$
|
704
|
|
|
$
|
657
|
|
|
$
|
829
|
|
Additions
|
731
|
|
|
670
|
|
|
329
|
|
|||
Dry well expense
|
(143
|
)
|
|
(268
|
)
|
|
(83
|
)
|
|||
Transfers to development
|
(629
|
)
|
|
(279
|
)
|
|
(54
|
)
|
|||
Dispositions
|
(46
|
)
|
|
(76
|
)
|
|
(364
|
)
|
|||
Ending balance
|
$
|
617
|
|
|
$
|
704
|
|
|
$
|
657
|
|
(In millions)
|
|
||
Angola
|
$
|
128
|
|
Norway
|
70
|
|
|
E.G.
|
22
|
|
|
U.S.
|
9
|
|
|
Total
|
$
|
229
|
|
(In millions)
|
E&P
|
|
OSM
|
|
Downstream
business
|
|
Total
|
||||||||
2011
|
|
|
|
|
|
|
|
||||||||
Beginning balance, gross
|
$
|
537
|
|
|
$
|
1,412
|
|
|
$
|
843
|
|
|
$
|
2,792
|
|
Less: accumulated impairment
|
—
|
|
|
(1,412
|
)
|
|
—
|
|
|
(1,412
|
)
|
||||
Beginning balance, net
|
537
|
|
|
—
|
|
|
843
|
|
|
1,380
|
|
||||
Contingent consideration adjustment
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
||||
Purchase price adjustment
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
||||
Dispositions
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
|
(3
|
)
|
||||
Spin-off downstream business
|
—
|
|
|
—
|
|
|
(847
|
)
|
|
(847
|
)
|
||||
Ending balance, net
|
536
|
|
|
—
|
|
|
—
|
|
|
536
|
|
||||
2012
|
|
|
|
|
|
|
|
||||||||
Beginning balance, gross
|
536
|
|
|
1,412
|
|
|
—
|
|
|
1,948
|
|
||||
Less: accumulated impairments
|
—
|
|
|
(1,412
|
)
|
|
—
|
|
|
(1,412
|
)
|
||||
Beginning balance, net
|
536
|
|
|
—
|
|
|
—
|
|
|
536
|
|
||||
Dispositions
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
||||
Ending balance, net
|
$
|
525
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
525
|
|
|
December 31, 2012
|
||||||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Collateral
|
|
Total
|
||||||||||
Derivative instruments, assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodity
|
$
|
—
|
|
|
$
|
52
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
53
|
|
Interest rate
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|||||
Foreign currency
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||
Derivative instruments, assets
|
$
|
—
|
|
|
$
|
91
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
92
|
|
|
|
|
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||
(In millions)
|
Fair Value
|
|
Impairment
|
|
Fair Value
|
|
Impairment
|
|
Fair Value
|
|
Impairment
|
||||||||||||
Long-lived assets held for use
|
$
|
16
|
|
|
$
|
371
|
|
|
$
|
226
|
|
|
$
|
285
|
|
|
$
|
147
|
|
|
$
|
447
|
|
Long-lived assets held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|
64
|
|
||||||
Intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
||||||
Equity method investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
December 31,
|
||||||||||||||
|
2012
|
|
2011
|
||||||||||||
(In millions)
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
||||||||
Financial assets
|
|
|
|
|
|
|
|
||||||||
Other current assets
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
146
|
|
|
$
|
148
|
|
Other noncurrent assets
|
189
|
|
|
186
|
|
|
68
|
|
|
68
|
|
||||
Total financial assets
|
191
|
|
|
188
|
|
|
214
|
|
|
216
|
|
||||
Financial liabilities
|
|
|
|
|
|
|
|
||||||||
Other current liabilities
|
13
|
|
|
13
|
|
|
—
|
|
|
—
|
|
||||
Long-term debt, including current portion
(a)
|
7,610
|
|
|
6,642
|
|
|
5,479
|
|
|
4,753
|
|
||||
Deferred credits and other liabilities
|
94
|
|
|
94
|
|
|
36
|
|
|
38
|
|
||||
Total financial liabilities
|
$
|
7,717
|
|
|
$
|
6,749
|
|
|
$
|
5,515
|
|
|
$
|
4,791
|
|
(a)
|
Excludes capital leases.
|
|
December 31, 2012
|
|
|
||||||||||
(In millions)
|
Asset
|
|
Liability
|
|
Net Asset
|
|
Balance Sheet Location
|
||||||
Fair Value Hedges
|
|
|
|
|
|
|
|
||||||
Foreign currency
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
18
|
|
|
Other current assets
|
Interest rate
|
21
|
|
|
—
|
|
|
21
|
|
|
Other noncurrent assets
|
|||
Total Designated Hedges
|
39
|
|
|
—
|
|
|
39
|
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Not Designated as Hedges
|
|
|
|
|
|
|
|
||||||
Commodity
|
52
|
|
|
—
|
|
|
52
|
|
|
Other current assets
|
|||
Total Not Designated as Hedges
|
52
|
|
|
—
|
|
|
52
|
|
|
|
|||
Total
|
$
|
91
|
|
|
$
|
—
|
|
|
$
|
91
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss)
|
||||||||||
(In millions)
|
Income Statement Location
|
2012
|
|
2011
|
|
2010
|
||||||
Derivative
|
|
|
|
|
|
|
||||||
Commodity
|
Sales and other operating revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
Interest rate
|
Net interest and other
|
16
|
|
|
28
|
|
|
26
|
|
|||
Interest rate
|
Loss on early extinguishment of debt
|
—
|
|
|
29
|
|
|
—
|
|
|||
Foreign currency
|
Provision for income taxes
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Hedged Item
|
|
|
|
|
|
|
|
|
||||
Commodity
|
Sales and other operating revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Long-term debt
|
Net interest and other
|
(16
|
)
|
|
(28
|
)
|
|
(26
|
)
|
|||
Long-term debt
|
Loss on early extinguishment of debt
|
—
|
|
|
(29
|
)
|
|
—
|
|
|||
Accrued taxes
|
Provision for income taxes
|
1
|
|
|
—
|
|
|
—
|
|
Remaining Term
|
Bbls per Day
|
Weighted Average Price per Bbl
|
Benchmark
|
Swaps
|
|
|
|
January 2013 - December 2013
|
20,000
|
$96.29
|
West Texas Intermediate
|
January 2013 - December 2013
|
25,000
|
$109.19
|
Brent
|
Option Collars
|
|
|
|
January 2013 - December 2013
|
15,000
|
$90.00 floor / $101.17 ceiling
|
West Texas Intermediate
|
January 2013 - December 2013
|
15,000
|
$100.00 floor / $116.30 ceiling
|
Brent
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
(In millions)
|
2012
|
|
2011
|
||||
Senior unsecured notes:
|
|
|
|
||||
9.375% notes due 2012
|
$
|
—
|
|
|
$
|
53
|
|
9.125% notes due 2013
|
114
|
|
|
114
|
|
||
0.900% notes due 2015
(a)
|
1,000
|
|
|
—
|
|
||
6.000% notes due 2017
(a)
|
682
|
|
|
682
|
|
||
5.900% notes due 2018
(a)
|
854
|
|
|
854
|
|
||
7.500% notes due 2019
(a)
|
228
|
|
|
228
|
|
||
2.800% notes due 2022
(a)
|
1,000
|
|
|
—
|
|
||
9.375% notes due 2022
|
32
|
|
|
32
|
|
||
Series A notes due 2022
|
3
|
|
|
3
|
|
||
8.500% notes due 2023
|
70
|
|
|
70
|
|
||
8.125% notes due 2023
|
131
|
|
|
131
|
|
||
6.800% notes due 2032
(a)
|
550
|
|
|
550
|
|
||
6.600% notes due 2037
|
750
|
|
|
750
|
|
||
Capital leases:
|
|
|
|
||||
Capital lease obligation due 2012
|
—
|
|
|
9
|
|
||
Sale-leaseback obligation due 2012
|
—
|
|
|
11
|
|
||
Capital lease obligation of consolidated subsidiary due 2013 – 2049
|
11
|
|
|
11
|
|
||
Other obligations:
|
|
|
|
||||
4.550% promissory note, semi-annual payments due 2013 – 2015
|
204
|
|
|
272
|
|
||
5.375% obligation relating to revenue bonds due 2013
|
—
|
|
|
23
|
|
||
5.125% obligation relating to revenue bonds due 2037
|
1,000
|
|
|
1,000
|
|
||
Other
|
35
|
|
|
—
|
|
||
Total
(b)
|
6,664
|
|
|
4,793
|
|
||
Unamortized discount
|
(11
|
)
|
|
(10
|
)
|
||
Fair value adjustments
(c)
|
43
|
|
|
32
|
|
||
Amounts due within one year
|
(184
|
)
|
|
(141
|
)
|
||
Total long-term debt due after one year
|
$
|
6,512
|
|
|
$
|
4,674
|
|
(a)
|
These notes contain a make-whole provision allowing us the right to repay the debt at a premium to market price.
|
(b)
|
In the event of a change in control, as defined in the related agreements, debt obligations totaling
$385 million
at
December 31, 2012
, may be declared immediately due and payable.
|
(c)
|
See Note 15 for information on interest rate swaps.
|
(In millions)
|
|
||
2013
|
$
|
184
|
|
2014
|
71
|
|
|
2015
|
1,070
|
|
|
2016
|
3
|
|
|
2017
|
685
|
|
(In millions)
|
2012
|
|
2011
|
||||
Beginning balance
|
$
|
1,510
|
|
|
$
|
1,355
|
|
Incurred, including acquisitions
|
150
|
|
|
37
|
|
||
Settled, including dispositions
|
(35
|
)
|
|
(39
|
)
|
||
Accretion expense (included in depreciation, depletion and amortization)
|
91
|
|
|
81
|
|
||
Revisions to previous estimates
|
150
|
|
|
126
|
|
||
Held for sale
|
(83
|
)
|
|
—
|
|
||
Spin-off downstream business
|
—
|
|
|
(50
|
)
|
||
Ending balance
(a)
|
$
|
1,783
|
|
|
$
|
1,510
|
|
(In millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Net cash provided by operating activities included:
|
|
|
|
|
|
||||||
Interest paid (net of amounts capitalized)
|
$
|
225
|
|
|
$
|
268
|
|
|
$
|
107
|
|
Income taxes paid to taxing authorities
|
4,974
|
|
|
2,893
|
|
|
2,155
|
|
|||
Commercial paper:
|
|
|
|
|
|
||||||
Issuances
|
$
|
13,880
|
|
|
$
|
421
|
|
|
$
|
—
|
|
Repayments
|
(13,680
|
)
|
|
(421
|
)
|
|
—
|
|
|||
Net commercial paper
|
$
|
200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Noncash investing and financing activities:
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
|
|
|
|
|
||||||
Asset retirement costs capitalized, excluding acquisitions
|
$
|
286
|
|
|
$
|
151
|
|
|
$
|
207
|
|
Change in capital expenditure accrual
|
191
|
|
|
104
|
|
|
(140
|
)
|
|||
Liabilities assumed in acquisitions
|
109
|
|
|
126
|
|
|
—
|
|
|||
Debt payments made by United States Steel
|
20
|
|
|
214
|
|
|
105
|
|
|
December 31,
|
||||||||||||||
|
2012
|
|
2011
|
||||||||||||
(In millions)
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
||||||||
Projected benefit obligation
|
$
|
(1,146
|
)
|
|
$
|
(565
|
)
|
|
$
|
(986
|
)
|
|
$
|
(465
|
)
|
Accumulated benefit obligation
|
(937
|
)
|
|
(505
|
)
|
|
(813
|
)
|
|
(418
|
)
|
||||
Fair value of plan assets
|
630
|
|
|
500
|
|
|
516
|
|
|
412
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||||||
(In millions)
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
|
|
|
||||||||||||
Change in benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligations at January 1
|
$
|
986
|
|
|
$
|
465
|
|
|
$
|
3,221
|
|
|
$
|
415
|
|
|
$
|
301
|
|
|
$
|
779
|
|
Spin-off downstream business
|
—
|
|
|
—
|
|
|
(2,308
|
)
|
|
—
|
|
|
—
|
|
|
(483
|
)
|
||||||
Service cost
|
31
|
|
|
19
|
|
|
28
|
|
|
19
|
|
|
4
|
|
|
4
|
|
||||||
Interest cost
|
42
|
|
|
22
|
|
|
44
|
|
|
22
|
|
|
14
|
|
|
16
|
|
||||||
Plan amendment
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
||||||
Actuarial loss
|
196
|
|
|
49
|
|
|
84
|
|
|
13
|
|
|
8
|
|
|
1
|
|
||||||
Foreign currency exchange rate changes
|
—
|
|
|
25
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(109
|
)
|
|
(15
|
)
|
|
(83
|
)
|
|
(13
|
)
|
|
(16
|
)
|
|
(16
|
)
|
||||||
Benefit obligations at December 31
|
$
|
1,146
|
|
|
$
|
565
|
|
|
$
|
986
|
|
|
$
|
465
|
|
|
$
|
311
|
|
|
$
|
301
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at January 1
|
$
|
516
|
|
|
$
|
412
|
|
|
$
|
1,798
|
|
|
$
|
389
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Spin-off downstream business
|
—
|
|
|
—
|
|
|
(1,268
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Actual return on plan assets
|
66
|
|
|
57
|
|
|
30
|
|
|
15
|
|
|
—
|
|
|
—
|
|
||||||
Employer contributions
|
157
|
|
|
24
|
|
|
39
|
|
|
23
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency exchange rate changes
|
—
|
|
|
22
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(109
|
)
|
|
(15
|
)
|
|
(83
|
)
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
||||||
Fair value of plan assets at December 31
|
$
|
630
|
|
|
$
|
500
|
|
|
$
|
516
|
|
|
$
|
412
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status of plans at December 31
|
$
|
(516
|
)
|
|
$
|
(65
|
)
|
|
$
|
(470
|
)
|
|
$
|
(53
|
)
|
|
$
|
(311
|
)
|
|
$
|
(301
|
)
|
Amounts recognized in the consolidated balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
(19
|
)
|
|
(18
|
)
|
||||||
Noncurrent liabilities
|
(499
|
)
|
|
(65
|
)
|
|
(453
|
)
|
|
(53
|
)
|
|
(292
|
)
|
|
(283
|
)
|
||||||
Accrued benefit cost
|
$
|
(516
|
)
|
|
$
|
(65
|
)
|
|
$
|
(470
|
)
|
|
$
|
(53
|
)
|
|
$
|
(311
|
)
|
|
$
|
(301
|
)
|
Pretax amounts in accumulated other
comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss
|
$
|
511
|
|
|
$
|
74
|
|
|
$
|
432
|
|
|
$
|
63
|
|
|
$
|
23
|
|
|
$
|
16
|
|
Prior service cost (credit)
|
21
|
|
|
10
|
|
|
27
|
|
|
11
|
|
|
(11
|
)
|
|
(18
|
)
|
|
Pension Benefits
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
Other Benefits
|
||||||||||||||||||||||||||||
(In millions)
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Service cost
|
$
|
31
|
|
|
$
|
19
|
|
|
$
|
28
|
|
|
$
|
19
|
|
|
$
|
30
|
|
|
$
|
19
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
3
|
|
Interest cost
|
42
|
|
|
22
|
|
|
44
|
|
|
22
|
|
|
47
|
|
|
22
|
|
|
14
|
|
|
16
|
|
|
16
|
|
|||||||||
Expected return on plan assets
|
(43
|
)
|
|
(22
|
)
|
|
(43
|
)
|
|
(23
|
)
|
|
(44
|
)
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
- prior service cost (credit)
|
7
|
|
|
1
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|||||||||
- actuarial loss
|
48
|
|
|
4
|
|
|
47
|
|
|
2
|
|
|
48
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net settlement loss
(a)
|
45
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net periodic benefit cost
(b)
|
$
|
130
|
|
|
$
|
24
|
|
|
$
|
112
|
|
|
$
|
20
|
|
|
$
|
143
|
|
|
$
|
26
|
|
|
$
|
11
|
|
|
$
|
13
|
|
|
$
|
12
|
|
Other changes in plan assets and benefit obligations recognized in other comprehensive (income) loss (pretax):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Actuarial loss (gain)
|
$
|
172
|
|
|
$
|
15
|
|
|
$
|
97
|
|
|
$
|
24
|
|
|
$
|
211
|
|
|
$
|
(25
|
)
|
|
$
|
7
|
|
|
$
|
1
|
|
|
$
|
69
|
|
Amortization of actuarial (loss) gain
|
(93
|
)
|
|
(4
|
)
|
|
(77
|
)
|
|
(2
|
)
|
|
(167
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||||||
Prior service cost
|
—
|
|
|
1
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of prior service credit (cost)
|
(7
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
7
|
|
|
7
|
|
|
6
|
|
|||||||||
Spin-off downstream business
(c)
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total recognized in other comprehensive (income) loss
|
$
|
72
|
|
|
$
|
11
|
|
|
$
|
(10
|
)
|
|
$
|
11
|
|
|
$
|
31
|
|
|
$
|
(30
|
)
|
|
$
|
14
|
|
|
$
|
8
|
|
|
$
|
77
|
|
Total recognized in net periodic benefit cost and other comprehensive (income) loss
|
$
|
202
|
|
|
$
|
35
|
|
|
$
|
102
|
|
|
$
|
31
|
|
|
$
|
174
|
|
|
$
|
(4
|
)
|
|
$
|
25
|
|
|
$
|
21
|
|
|
$
|
89
|
|
(a)
|
Settlement losses are recorded when lump sum payments from a plan in a period exceed the plan’s total service and interest costs for the period. Such settlements occurred in one or more of our U.S. plans in
2012
,
2011
and
2010
.
|
(b)
|
Net periodic benefit cost reflects a calculated market-related value of plan assets which recognizes changes in fair value over three years.
|
(c)
|
Includes net inter-company transfers of (gains)/losses due to the spin-off of the downstream business.
|
|
Pension Benefits
|
|
|
|
|
|
|
|||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
Other Benefits
|
|||||||||||||||||||
(In millions)
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
2012
|
|
2011
|
|
2010
|
|||||||||
Weighted average assumptions used to determine benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Discount rate
|
3.44
|
%
|
|
4.40
|
%
|
|
4.45
|
%
|
|
4.70
|
%
|
|
5.05
|
%
|
|
5.40
|
%
|
|
4.06
|
%
|
|
4.90
|
%
|
|
5.55
|
%
|
Rate of compensation increase
|
5.00
|
%
|
|
4.50
|
%
|
|
5.00
|
%
|
|
4.30
|
%
|
|
5.00
|
%
|
|
5.10
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Weighted average assumptions used to determine net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Discount rate
|
4.21
|
%
|
|
4.70
|
%
|
|
5.05
|
%
|
|
5.40
|
%
|
|
5.23
|
%
|
|
5.70
|
%
|
|
4.90
|
%
|
|
5.55
|
%
|
|
6.85
|
%
|
Expected long-term return on plan assets
|
7.75
|
%
|
(a)
|
5.20
|
%
|
|
8.50
|
%
|
|
5.86
|
%
|
|
8.50
|
%
|
|
6.40
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Rate of compensation increase
|
5.00
|
%
|
|
4.30
|
%
|
|
5.00
|
%
|
|
5.10
|
%
|
|
4.50
|
%
|
|
5.55
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
4.50
|
%
|
(a)
|
Effective January 1, 2013, the expected long-term rate of return on plan assets was changed from
7.75 percent
to
7.25 percent
.
|
|
2012
|
|
2011
|
|
2010
|
|||
Health care cost trend rate assumed for the following year:
|
|
|
|
|
|
|||
Medical
|
|
|
|
|
|
|||
Pre-65
|
8.00
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
Post-65
|
7.00
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
Prescription drugs
|
7.00
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
EGWP subsidy
(a)
|
7.50
|
%
|
|
n/a
|
|
|
n/a
|
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate):
|
|
|
|
|
|
|||
Medical
|
|
|
|
|
|
|||
Pre-65
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Post-65
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Prescription drugs
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
EGWP subsidy
(a)
|
5.00
|
%
|
|
n/a
|
|
|
n/a
|
|
Year that the rate reaches the ultimate trend rate:
|
|
|
|
|
|
|||
Medical
|
|
|
|
|
|
|||
Pre-65
|
2020
|
|
|
2018
|
|
|
2018
|
|
Post-65
|
2018
|
|
|
2017
|
|
|
2017
|
|
Prescription drugs
|
2018
|
|
|
2018
|
|
|
2018
|
|
EGWP subsidy
(a)
|
2020
|
|
|
n/a
|
|
|
n/a
|
|
(a)
|
An employee group waiver plan ("EGWP") is a group Medicare Part D prescription drug plan. Effective January 1, 2013, we implemented the EGWP as a result of the Patient Protection and Affordable Care Act, which ended tax-free status of retiree drug subsidy programs but increased federal funding to Part D prescription drug plans.
|
(In millions)
|
1-Percentage-
Point Increase
|
|
1-Percentage-
Point Decrease
|
||||
Effect on total of service and interest cost components
|
$
|
2
|
|
|
$
|
(2
|
)
|
Effect on other postretirement benefit obligations
|
$
|
35
|
|
|
$
|
(29
|
)
|
|
December 31, 2012
|
||||||||||||||||||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||||||||||
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
||||||||||||||||
Cash and cash equivalents
|
$
|
16
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
1
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common stock
(a)
|
312
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
312
|
|
|
—
|
|
||||||||
Private equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
|
—
|
|
||||||||
REIT
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||||||
Investment trust
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||||
Mutual funds
(b)
|
—
|
|
|
171
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
171
|
|||||||||
Pooled funds
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
152
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
152
|
|
||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. treasury notes
|
67
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|
—
|
|
||||||||
Exchange traded fund
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
||||||||
Corporate bonds
(d)
|
—
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|
—
|
|
||||||||
Non-U.S. government bonds
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||||||
Private placements
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
||||||||
Taxable municipal bonds
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
||||||||
Yankee bonds
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||||||
Commingled fund
(e)
|
—
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
—
|
|
||||||||
Pooled funds
(f)
|
—
|
|
|
—
|
|
|
—
|
|
|
166
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
166
|
|
||||||||
Real estate
(g)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
|
—
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|
10
|
|
||||||||
Total investments, at fair value
|
$
|
405
|
|
|
$
|
172
|
|
|
$
|
165
|
|
|
$
|
328
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
630
|
|
|
$
|
500
|
|
|
December 31, 2011
|
||||||||||||||||||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||||||||||
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
||||||||||||||||
Cash and cash equivalents
|
$
|
12
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
2
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Investment trust
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||||||
Exchange traded fund
|
324
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
324
|
|
|
—
|
|
||||||||
Private equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
|
—
|
|
||||||||
Mutual funds
(b)
|
—
|
|
|
159
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
159
|
|
||||||||
Pooled funds
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96
|
|
||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Pooled funds
(f)
|
—
|
|
|
—
|
|
|
—
|
|
|
149
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149
|
|
||||||||
U.S. treasury notes
|
92
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|
—
|
|
||||||||
Real estate
(g)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|
—
|
|
||||||||
Other
(h)
|
—
|
|
|
—
|
|
|
23
|
|
|
6
|
|
|
14
|
|
|
—
|
|
|
37
|
|
|
6
|
|
||||||||
Total investments, at fair value
|
$
|
428
|
|
|
$
|
161
|
|
|
$
|
30
|
|
|
$
|
251
|
|
|
$
|
58
|
|
|
$
|
—
|
|
|
$
|
516
|
|
|
$
|
412
|
|
(a)
|
Includes approximately
60 percent
of U.S. and non-U.S. common stocks in the pharmaceuticals, banking, oil and gas, telecommunications, electric, retail, transportation, aerospace/defense, insurance, manufacturing, health care, computer, and financial services sectors. The remaining
40 percent
of common stock is held in various other sectors.
|
(b)
|
Includes approximately
75 percent
of investments held in U.S. and non-U.S. common stocks in the financial services, consumer staples, health care, energy, basic materials, industrial goods and services, and leisure sectors and
25 percent
of investments held among various other sectors. The funds' objective is to outperform their respective benchmark indexes, FTSE ALL Share 5% Capped Index and MSCI World Index, as defined by the investment policy.
|
(c)
|
Includes approximately
90 percent
of investments held in non-U.S. publicly traded common stocks (specifically Asia Pacific, except Japan, and the U.K.) in the financial, energy, consumer staples, industrial, and materials sectors and the remaining
10 percent
of investments held among various other sectors. The funds' objective is to outperform their respective benchmark indexes, MSCI AC Asia Pacific ex Japan Index, FTSE Small Cap Index, and MSCI Emerging Markets Index, as defined by the investment policy.
|
(d)
|
Includes approximately
70 percent
of U.S. and non-U.S. corporate bonds in the banking and finance, news/media, oil and gas, utilities, and health care sectors. The remaining
30 percent
of corporate bonds are in various other sectors.
|
(e)
|
Includes approximately
75 percent
of investments held in U.S. and non-U.S. corporate bonds in the consumer discretionary, energy, financial, industrial, telecommunication services, and health care sectors and
25 percent
of investments held among various other sectors.
|
(f)
|
Includes approximately
80 percent
of investments held in U.S. and non-U.S. publicly traded investment grade government and corporate bonds which include gilts, treasuries, financial, corporates, and collateralized asset backed securities and
20 percent
of investments held among various other sectors. The funds' objective is to outperform their respective benchmark indexes, as defined by the investment policy.
|
(g)
|
Includes investments diversified by property type and location. The largest property sector holdings, which represent approximately
70 percent
of investments held, are office, hotel, residential, and retail with the greatest percentage of investments made in the U.S. and Asia, which includes the emerging markets of China and India.
|
(h)
|
U.S. Level 2 includes a receivable for the sale of an investment that closed as of December 31, 2011 but did not cash settle until the next business day.
|
|
2012
|
||||||||||||||
(In millions)
|
Private
Equity
|
|
Real
Estate
|
|
Other
|
|
Total
|
||||||||
Beginning balance
|
$
|
23
|
|
|
$
|
21
|
|
|
$
|
14
|
|
|
$
|
58
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
||||||||
Realized
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Unrealized
|
1
|
|
|
1
|
|
|
(2
|
)
|
|
—
|
|
||||
Purchases
|
4
|
|
|
3
|
|
|
—
|
|
|
7
|
|
||||
Sales
|
(5
|
)
|
|
(2
|
)
|
|
—
|
|
|
(7
|
)
|
||||
Ending balance
|
$
|
25
|
|
|
$
|
23
|
|
|
$
|
12
|
|
|
$
|
60
|
|
|
2011
|
||||||||||||||
(In millions)
|
Private
Equity |
|
Real
Estate |
|
Other
|
|
Total
|
||||||||
Beginning balance
|
$
|
67
|
|
|
$
|
54
|
|
|
$
|
31
|
|
|
$
|
152
|
|
Less spin-off of downstream business
|
(46
|
)
|
|
(37
|
)
|
|
(17
|
)
|
|
(100
|
)
|
||||
Actual return on plan assets:
|
|
|
|
|
|
|
|
||||||||
Realized
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
||||
Unrealized
|
2
|
|
|
1
|
|
|
—
|
|
|
3
|
|
||||
Purchases
|
3
|
|
|
4
|
|
|
—
|
|
|
7
|
|
||||
Sales
|
(4
|
)
|
|
(2
|
)
|
|
—
|
|
|
(6
|
)
|
||||
Ending balance
|
$
|
23
|
|
|
$
|
21
|
|
|
$
|
14
|
|
|
$
|
58
|
|
|
Pension Benefits
|
|
Other
Benefits
|
||||||||
(In millions)
|
U.S.
|
|
Int’l
|
|
|||||||
2013
|
$
|
113
|
|
|
$
|
12
|
|
|
$
|
18
|
|
2014
|
114
|
|
|
14
|
|
|
19
|
|
|||
2015
|
114
|
|
|
16
|
|
|
20
|
|
|||
2016
|
112
|
|
|
18
|
|
|
20
|
|
|||
2017
|
114
|
|
|
20
|
|
|
20
|
|
|||
2018 through 2022
|
530
|
|
|
109
|
|
|
101
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Weighted average exercise price per share
|
$33.52
|
|
$32.30
|
|
$30.00
|
|||
Expected annual dividend yield
|
2.2
|
%
|
|
2.1
|
%
|
|
3.2
|
%
|
Expected life in years
|
5.6
|
|
|
5.3
|
|
|
5.1
|
|
Expected volatility
|
41
|
%
|
|
40
|
%
|
|
43
|
%
|
Risk-free interest rate
|
1.2
|
%
|
|
1.7
|
%
|
|
2.2
|
%
|
Weighted average grant date fair value of stock option awards granted
|
$10.86
|
|
$10.44
|
|
$8.70
|
|
Number
of Shares
|
|
Weighted Average
Exercise price
|
Outstanding at beginning of year
|
21,370,715
|
|
$24.41
|
Granted
|
1,858,872
|
|
$33.52
|
Exercised
|
(2,795,612)
|
|
$16.46
|
Cancelled
|
(897,010)
|
|
$29.29
|
Outstanding at end of year
|
19,536,965
|
|
$26.19
|
|
|
Outstanding
|
|
Exercisable
|
||||||
Range of
Exercise
Prices
|
|
Number
of Shares
Under Option
|
|
Weighted
Average
Remaining
Contractual Life
|
|
Weighted
Average
Exercise Price
|
|
Number
of Shares
Under Option
|
|
Weighted
Average
Exercise Price
|
$ 7.99-12.75
|
|
429,685
|
|
1
|
|
$10.06
|
|
429,685
|
|
$10.06
|
12.76-16.81
|
|
2,307,526
|
|
4
|
|
$15.18
|
|
2,307,526
|
|
$15.18
|
16.82-23.20
|
|
5,409,048
|
|
7
|
|
$18.60
|
|
4,105,057
|
|
$18.55
|
23.21-29.24
|
|
2,031,690
|
|
5
|
|
$24.63
|
|
1,599,222
|
|
$23.79
|
29.25-36.03
|
|
6,809,564
|
|
6
|
|
$32.93
|
|
3,272,482
|
|
$32.50
|
36.04-46.41
|
|
2,549,452
|
|
6
|
|
$38.25
|
|
2,549,452
|
|
$38.25
|
Total
|
|
19,536,965
|
|
6
|
|
$26.19
|
|
14,263,424
|
|
$25.41
|
|
Awards
|
|
Weighted Average
Grant Date
Fair Value
|
|
Unvested at beginning of year
|
3,703,978
|
|
|
$25.88
|
Granted
|
2,202,774
|
|
|
$31.59
|
Vested
|
(1,254,320
|
)
|
|
$24.90
|
Forfeited
|
(474,548
|
)
|
|
$27.26
|
Unvested at end of year
|
4,177,884
|
|
|
$29.02
|
(In millions)
|
Capital
Lease
Obligations
|
|
Operating
Lease
Obligations
|
||||
2013
|
$
|
1
|
|
|
$
|
42
|
|
2014
|
1
|
|
|
36
|
|
||
2015
|
1
|
|
|
33
|
|
||
2016
|
1
|
|
|
29
|
|
||
2017
|
1
|
|
|
21
|
|
||
Later years
|
24
|
|
|
49
|
|
||
Sublease rentals
|
—
|
|
|
(2
|
)
|
||
Total minimum lease payments
|
$
|
29
|
|
|
$
|
208
|
|
Less imputed interest costs
|
(18
|
)
|
|
|
|||
Present value of net minimum lease payments
|
$
|
11
|
|
|
|
|
2012
|
|
2011
(a)
|
||||||||||||||||||||||||||||
(In millions, except per share data)
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
||||||||||||||||
Revenues
|
$
|
3,791
|
|
|
$
|
3,731
|
|
|
$
|
4,034
|
|
|
$
|
4,132
|
|
|
$
|
3,671
|
|
|
$
|
3,694
|
|
|
$
|
3,649
|
|
|
$
|
3,649
|
|
Income from operations before income taxes
|
1,394
|
|
|
1,475
|
|
|
1,782
|
|
|
1,681
|
|
|
1,289
|
|
|
928
|
|
|
1,333
|
|
|
1,263
|
|
||||||||
Income from continuing operations
|
417
|
|
|
393
|
|
|
450
|
|
|
322
|
|
|
455
|
|
|
298
|
|
|
405
|
|
|
549
|
|
||||||||
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
541
|
|
|
698
|
|
|
—
|
|
|
—
|
|
||||||||
Net income
|
$
|
417
|
|
|
$
|
393
|
|
|
$
|
450
|
|
|
$
|
322
|
|
|
$
|
996
|
|
|
$
|
996
|
|
|
$
|
405
|
|
|
$
|
549
|
|
Income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing operations
|
$0.59
|
|
$0.56
|
|
$0.64
|
|
$0.46
|
|
$0.64
|
|
$0.42
|
|
$0.57
|
|
$0.78
|
||||||||||||||||
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$0.76
|
|
$0.98
|
|
—
|
|
|
—
|
|
||||||||||
Net income
|
$0.59
|
|
$0.56
|
|
$0.64
|
|
$0.46
|
|
$1.40
|
|
$1.40
|
|
$0.57
|
|
$0.78
|
||||||||||||||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing operations
|
$0.59
|
|
$0.56
|
|
$0.63
|
|
$0.45
|
|
$0.64
|
|
$0.42
|
|
$0.57
|
|
$0.78
|
||||||||||||||||
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$0.75
|
|
$0.97
|
|
—
|
|
|
—
|
|
||||||||||
Net income
|
$0.59
|
|
$0.56
|
|
$0.63
|
|
$0.45
|
|
$1.39
|
|
$1.39
|
|
$0.57
|
|
$0.78
|
||||||||||||||||
Dividends paid per share
|
$0.17
|
|
$0.17
|
|
$0.17
|
|
$0.17
|
|
$0.25
|
|
$0.25
|
|
$0.15
|
|
$0.15
|
(a)
|
The downstream business was spun-off on June 30, 2011. All quarters prior to the spin-off have been recast to reflect this business in discontinued operations.
|
(mmbbl)
|
U.S.
|
|
Canada
|
|
E.G.
(a)
|
|
Other
Africa
|
|
Europe
|
|
Total
|
||||||
Liquid Hydrocarbons
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proved developed and undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Beginning of year - 2010
|
170
|
|
|
—
|
|
|
122
|
|
|
228
|
|
|
102
|
|
|
622
|
|
Revisions of previous estimates
|
(3
|
)
|
|
—
|
|
|
10
|
|
|
—
|
|
|
23
|
|
|
30
|
|
Purchases of reserves in place
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Extensions, discoveries and other additions
|
30
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
8
|
|
|
66
|
|
Production
|
(25
|
)
|
|
—
|
|
|
(13
|
)
|
|
(17
|
)
|
|
(34
|
)
|
|
(89
|
)
|
End of year - 2010
|
173
|
|
|
—
|
|
|
119
|
|
|
239
|
|
|
99
|
|
|
630
|
|
Revisions of previous estimates
|
16
|
|
|
—
|
|
|
11
|
|
|
2
|
|
|
21
|
|
|
50
|
|
Improved recovery
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Purchases of reserves in place
|
89
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89
|
|
Extensions, discoveries and other additions
|
27
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
14
|
|
|
42
|
|
Production
|
(27
|
)
|
|
—
|
|
|
(13
|
)
|
|
(2
|
)
|
|
(37
|
)
|
|
(79
|
)
|
End of year - 2011
|
279
|
|
|
—
|
|
|
117
|
|
|
240
|
|
|
97
|
|
|
733
|
|
Revisions of previous estimates
|
9
|
|
|
—
|
|
|
6
|
|
|
(5
|
)
|
|
28
|
|
|
38
|
|
Improved recovery
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Purchases of reserves in place
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
Extensions, discoveries and other additions
|
172
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
179
|
|
Production
|
(39
|
)
|
|
—
|
|
|
(13
|
)
|
|
(15
|
)
|
|
(36
|
)
|
|
(103
|
)
|
End of year - 2012
|
475
|
|
|
—
|
|
|
110
|
|
|
227
|
|
|
89
|
|
|
901
|
|
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Beginning of year - 2010
|
120
|
|
|
—
|
|
|
83
|
|
|
186
|
|
|
87
|
|
|
476
|
|
End of year - 2010
|
124
|
|
|
—
|
|
|
86
|
|
|
180
|
|
|
89
|
|
|
479
|
|
End of year - 2011
|
141
|
|
|
—
|
|
|
78
|
|
|
179
|
|
|
84
|
|
|
482
|
|
End of year - 2012
|
198
|
|
|
—
|
|
|
68
|
|
|
168
|
|
|
84
|
|
|
518
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Beginning of year - 2010
|
50
|
|
|
—
|
|
|
39
|
|
|
42
|
|
|
15
|
|
|
146
|
|
End of year - 2010
|
49
|
|
|
—
|
|
|
33
|
|
|
59
|
|
|
10
|
|
|
151
|
|
End of year - 2011
|
138
|
|
|
—
|
|
|
39
|
|
|
61
|
|
|
13
|
|
|
251
|
|
End of year - 2012
|
277
|
|
|
—
|
|
|
42
|
|
|
59
|
|
|
5
|
|
|
383
|
|
|
U.S.
|
|
Canada
|
|
E.G.
(a)
|
|
Other
Africa
|
|
Europe
|
|
Total
|
||||||
Natural Gas
(bcf)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proved developed and undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Beginning of year - 2010
|
820
|
|
|
—
|
|
|
1,688
|
|
|
107
|
|
|
109
|
|
|
2,724
|
|
Revisions of previous estimates
|
16
|
|
|
—
|
|
|
111
|
|
|
(1
|
)
|
|
35
|
|
|
161
|
|
Purchases of reserves in place
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Extensions, discoveries and other additions
|
61
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
65
|
|
Production
(b)
|
(133
|
)
|
|
—
|
|
|
(148
|
)
|
|
(1
|
)
|
|
(32
|
)
|
|
(314
|
)
|
Sales of reserves in place
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
End of year - 2010
|
745
|
|
|
—
|
|
|
1,651
|
|
|
105
|
|
|
116
|
|
|
2,617
|
|
Revisions of previous estimates
|
18
|
|
|
—
|
|
|
81
|
|
|
(1
|
)
|
|
22
|
|
|
120
|
|
Purchases of reserves in place
|
119
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
119
|
|
Extensions, discoveries and other additions
|
109
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
120
|
|
Production
(b)
|
(119
|
)
|
|
—
|
|
|
(161
|
)
|
|
—
|
|
|
(30
|
)
|
|
(310
|
)
|
End of year - 2011
|
872
|
|
|
—
|
|
|
1,571
|
|
|
104
|
|
|
119
|
|
|
2,666
|
|
Revisions of previous estimates
|
(29
|
)
|
|
—
|
|
|
10
|
|
|
(1
|
)
|
|
15
|
|
|
(5
|
)
|
Purchases of reserves in place
|
105
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
105
|
|
Extensions, discoveries and other additions
|
224
|
|
|
—
|
|
|
—
|
|
|
111
|
|
|
—
|
|
|
335
|
|
Production
(b)
|
(129
|
)
|
|
—
|
|
|
(157
|
)
|
|
(5
|
)
|
|
(31
|
)
|
|
(322
|
)
|
End of year - 2012
|
1,043
|
|
|
—
|
|
|
1,424
|
|
|
209
|
|
|
103
|
|
|
2,779
|
|
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Beginning of year - 2010
|
652
|
|
|
—
|
|
|
1,102
|
|
|
107
|
|
|
50
|
|
|
1,911
|
|
End of year - 2010
|
591
|
|
|
—
|
|
|
1,186
|
|
|
104
|
|
|
43
|
|
|
1,924
|
|
End of year - 2011
|
551
|
|
|
—
|
|
|
1,104
|
|
|
104
|
|
|
40
|
|
|
1,799
|
|
End of year - 2012
|
546
|
|
|
—
|
|
|
980
|
|
|
99
|
|
|
28
|
|
|
1,653
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Beginning of year - 2010
|
168
|
|
|
—
|
|
|
586
|
|
|
—
|
|
|
59
|
|
|
813
|
|
End of year - 2010
|
154
|
|
|
—
|
|
|
465
|
|
|
1
|
|
|
73
|
|
|
693
|
|
End of year - 2011
|
321
|
|
|
—
|
|
|
467
|
|
|
—
|
|
|
79
|
|
|
867
|
|
End of year - 2012
|
497
|
|
|
—
|
|
|
444
|
|
|
110
|
|
|
75
|
|
|
1,126
|
|
Synthetic crude oil
(mmbbl)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proved developed and undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Beginning of year - 2010
|
—
|
|
|
603
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
603
|
|
Revisions of previous estimates
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
Production
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
End of year - 2010
|
—
|
|
|
572
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
572
|
|
Revisions of previous estimates
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
Production
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
Extensions, discoveries and other additions
|
—
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
End of year - 2011
|
—
|
|
|
623
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
623
|
|
Revisions of previous estimates
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
Production
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
End of year - 2012
|
—
|
|
|
653
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
653
|
|
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Beginning of year - 2010
|
—
|
|
|
392
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
392
|
|
End of year - 2010
|
—
|
|
|
433
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
433
|
|
End of year - 2011
|
—
|
|
|
623
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
623
|
|
End of year - 2012
|
—
|
|
|
653
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
653
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Beginning of year - 2010
|
—
|
|
|
211
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
211
|
|
End of year - 2010
|
—
|
|
|
139
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
139
|
|
End of year - 2011
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
End of year - 2012
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(mmboe)
|
U.S.
|
|
Canada
|
|
E.G.
(a)
|
|
Other
Africa
|
|
Europe
|
|
Total
|
||||||
Total Proved Reserves
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proved developed and undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Beginning of year - 2010
|
307
|
|
|
603
|
|
|
403
|
|
|
246
|
|
|
120
|
|
|
1,679
|
|
Revisions of previous estimates
|
(1
|
)
|
|
(22
|
)
|
|
29
|
|
|
—
|
|
|
28
|
|
|
34
|
|
Purchases of reserves in place
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Extensions, discoveries and other additions
|
40
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
9
|
|
|
77
|
|
Production
(b)
|
(47
|
)
|
|
(9
|
)
|
|
(38
|
)
|
|
(17
|
)
|
|
(39
|
)
|
|
(150
|
)
|
Sales of reserves in place
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
End of year - 2010
|
297
|
|
|
572
|
|
|
394
|
|
|
257
|
|
|
118
|
|
|
1,638
|
|
Revisions of previous estimates
|
19
|
|
|
17
|
|
|
25
|
|
|
1
|
|
|
25
|
|
|
87
|
|
Improved recovery
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Purchases of reserves in place
|
109
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109
|
|
Extensions, discoveries and other additions
|
45
|
|
|
48
|
|
|
—
|
|
|
1
|
|
|
16
|
|
|
110
|
|
Production
(b)
|
(47
|
)
|
|
(14
|
)
|
|
(40
|
)
|
|
(2
|
)
|
|
(42
|
)
|
|
(145
|
)
|
End of year - 2011
|
424
|
|
|
623
|
|
|
379
|
|
|
257
|
|
|
117
|
|
|
1,800
|
|
Revisions of previous estimates
|
5
|
|
|
45
|
|
|
7
|
|
|
(5
|
)
|
|
30
|
|
|
82
|
|
Improved recovery
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Purchases of reserves in place
|
70
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70
|
|
Extensions, discoveries and other additions
|
209
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
235
|
|
Production
(b)
|
(61
|
)
|
|
(15
|
)
|
|
(39
|
)
|
|
(16
|
)
|
|
(41
|
)
|
|
(172
|
)
|
End of year - 2012
|
649
|
|
|
653
|
|
|
347
|
|
|
262
|
|
|
106
|
|
|
2,017
|
|
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Beginning of year - 2010
|
229
|
|
|
392
|
|
|
267
|
|
|
204
|
|
|
95
|
|
|
1,187
|
|
End of year - 2010
|
222
|
|
|
433
|
|
|
284
|
|
|
198
|
|
|
96
|
|
|
1,233
|
|
End of year - 2011
|
233
|
|
|
623
|
|
|
262
|
|
|
196
|
|
|
91
|
|
|
1,405
|
|
End of year - 2012
|
289
|
|
|
653
|
|
|
231
|
|
|
185
|
|
|
88
|
|
|
1,446
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Beginning of year - 2010
|
78
|
|
|
211
|
|
|
136
|
|
|
42
|
|
|
25
|
|
|
492
|
|
End of year - 2010
|
75
|
|
|
139
|
|
|
110
|
|
|
59
|
|
|
22
|
|
|
405
|
|
End of year - 2011
|
191
|
|
|
—
|
|
|
117
|
|
|
61
|
|
|
26
|
|
|
395
|
|
End of year - 2012
|
360
|
|
|
—
|
|
|
116
|
|
|
77
|
|
|
18
|
|
|
571
|
|
(a)
|
Consists of estimated reserves from properties governed by production sharing contracts.
|
(b)
|
Excludes the resale of purchased natural gas used in reservoir management.
|
|
December 31,
|
||||||||||||||||||||||||||
(In millions)
|
U.S.
|
|
Canada
|
|
E.G.
|
|
Other
Africa
|
|
Europe
|
|
Other
Int’l
|
|
Total
|
||||||||||||||
2012 Capitalized Costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Proved properties
|
$
|
21,309
|
|
|
$
|
9,003
|
|
|
$
|
1,586
|
|
|
$
|
2,139
|
|
|
$
|
8,778
|
|
|
$
|
67
|
|
|
$
|
42,882
|
|
Unproved properties
|
3,019
|
|
|
1,473
|
|
|
29
|
|
|
361
|
|
|
72
|
|
|
79
|
|
|
5,033
|
|
|||||||
Total
|
24,328
|
|
|
10,476
|
|
|
1,615
|
|
|
2,500
|
|
|
8,850
|
|
|
146
|
|
|
47,915
|
|
|||||||
Accumulated depreciation, depletion and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Proved properties
|
10,493
|
|
|
782
|
|
|
824
|
|
|
178
|
|
|
7,191
|
|
|
1
|
|
|
19,469
|
|
|||||||
Unproved properties
|
293
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
19
|
|
|
321
|
|
|||||||
Total
|
10,786
|
|
|
782
|
|
|
824
|
|
|
187
|
|
|
7,191
|
|
|
20
|
|
|
19,790
|
|
|||||||
Net capitalized costs
|
$
|
13,542
|
|
|
$
|
9,694
|
|
|
$
|
791
|
|
|
$
|
2,313
|
|
|
$
|
1,659
|
|
|
$
|
126
|
|
|
$
|
28,125
|
|
2011 Capitalized Costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Proved properties
|
$
|
15,183
|
|
|
$
|
8,810
|
|
|
$
|
1,545
|
|
|
$
|
1,722
|
|
|
$
|
8,314
|
|
|
$
|
33
|
|
|
$
|
35,607
|
|
Unproved properties
|
4,344
|
|
|
1,473
|
|
|
23
|
|
|
303
|
|
|
51
|
|
|
179
|
|
|
6,373
|
|
|||||||
Total
|
19,527
|
|
|
10,283
|
|
|
1,568
|
|
|
2,025
|
|
|
8,365
|
|
|
212
|
|
|
41,980
|
|
|||||||
Accumulated depreciation, depletion and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Proved properties
|
8,499
|
|
|
572
|
|
|
729
|
|
|
134
|
|
|
6,593
|
|
|
1
|
|
|
16,528
|
|
|||||||
Unproved properties
|
359
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
12
|
|
|
380
|
|
|||||||
Total
|
8,858
|
|
|
572
|
|
|
729
|
|
|
143
|
|
|
6,593
|
|
|
13
|
|
|
16,908
|
|
|||||||
Net capitalized costs
|
$
|
10,669
|
|
|
$
|
9,711
|
|
|
$
|
839
|
|
|
$
|
1,882
|
|
|
$
|
1,772
|
|
|
$
|
199
|
|
|
$
|
25,072
|
|
(In millions)
|
U.S.
|
|
Canada
|
|
E.G.
|
|
Other
Africa
|
|
Europe
|
|
Other
Int’l
|
|
Total
|
|||||||||||||||
2012
|
Property acquisition:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Proved
|
$
|
756
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
759
|
|
|
Unproved
|
432
|
|
|
—
|
|
|
18
|
|
|
68
|
|
|
—
|
|
|
(13
|
)
|
|
505
|
|
|||||||
|
Exploration
|
1,587
|
|
|
31
|
|
|
3
|
|
|
45
|
|
|
54
|
|
|
136
|
|
|
1,856
|
|
|||||||
|
Development
|
2,469
|
|
|
195
|
|
|
22
|
|
|
368
|
|
|
468
|
|
|
5
|
|
|
3,527
|
|
|||||||
|
Total
|
$
|
5,244
|
|
|
$
|
226
|
|
|
$
|
43
|
|
|
$
|
481
|
|
|
$
|
525
|
|
|
$
|
128
|
|
|
$
|
6,647
|
|
2011
|
Property acquisition:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Proved
|
$
|
1,782
|
|
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,788
|
|
|
Unproved
|
3,271
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
7
|
|
|
57
|
|
|
3,336
|
|
|||||||
|
Exploration
|
782
|
|
|
42
|
|
|
—
|
|
|
33
|
|
|
109
|
|
|
168
|
|
|
1,134
|
|
|||||||
|
Development
|
889
|
|
|
293
|
|
|
18
|
|
|
294
|
|
|
388
|
|
|
—
|
|
|
1,882
|
|
|||||||
|
Total
|
$
|
6,724
|
|
|
$
|
340
|
|
|
$
|
19
|
|
|
$
|
328
|
|
|
$
|
504
|
|
|
$
|
225
|
|
|
$
|
8,140
|
|
2010
|
Property acquisition:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Proved
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
Unproved
|
400
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
103
|
|
|
506
|
|
|||||||
|
Exploration
|
520
|
|
|
10
|
|
|
1
|
|
|
41
|
|
|
43
|
|
|
153
|
|
|
768
|
|
|||||||
|
Development
|
855
|
|
|
889
|
|
|
13
|
|
|
315
|
|
|
465
|
|
|
—
|
|
|
2,537
|
|
|||||||
|
Total
|
$
|
1,776
|
|
|
$
|
899
|
|
|
$
|
14
|
|
|
$
|
357
|
|
|
$
|
510
|
|
|
$
|
256
|
|
|
$
|
3,812
|
|
(a)
|
Includes costs incurred whether capitalized or expensed.
|
(In millions)
|
U.S.
|
|
Canada
|
|
E.G.
|
|
Other
Africa
|
|
Europe
|
|
Other
Int’l
|
|
Total
|
|||||||||||||||
2012
|
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Sales
|
$
|
3,873
|
|
|
$
|
1,261
|
|
|
$
|
30
|
|
|
$
|
2,003
|
|
|
$
|
840
|
|
|
$
|
—
|
|
|
$
|
8,007
|
|
|
Transfers
|
2
|
|
|
—
|
|
|
818
|
|
|
—
|
|
|
3,609
|
|
|
—
|
|
|
4,429
|
|
|||||||
|
Other income
(a)
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
(36
|
)
|
|||||||
|
Total revenues and other income
|
3,871
|
|
|
1,261
|
|
|
848
|
|
|
2,003
|
|
|
4,449
|
|
|
(32
|
)
|
|
12,400
|
|
|||||||
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Production costs
|
(1,204
|
)
|
|
(922
|
)
|
|
(141
|
)
|
|
(76
|
)
|
|
(376
|
)
|
|
—
|
|
|
(2,719
|
)
|
|||||||
|
Exploration expenses
|
(564
|
)
|
|
(31
|
)
|
|
(3
|
)
|
|
(16
|
)
|
|
(42
|
)
|
|
(73
|
)
|
|
(729
|
)
|
|||||||
|
Depreciation, depletion and amortization
(b)
|
(1,793
|
)
|
|
(217
|
)
|
|
(95
|
)
|
|
(40
|
)
|
|
(614
|
)
|
|
—
|
|
|
(2,759
|
)
|
|||||||
|
Administrative expenses
|
(73
|
)
|
|
(10
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
(17
|
)
|
|
(19
|
)
|
|
(126
|
)
|
|||||||
|
Total expenses
|
(3,634
|
)
|
|
(1,180
|
)
|
|
(242
|
)
|
|
(136
|
)
|
|
(1,049
|
)
|
|
(92
|
)
|
|
(6,333
|
)
|
|||||||
|
Results before income taxes
|
237
|
|
|
81
|
|
|
606
|
|
|
1,867
|
|
|
3,400
|
|
|
(124
|
)
|
|
6,067
|
|
|||||||
|
Income tax (provision) benefit
|
(86
|
)
|
|
(20
|
)
|
|
(211
|
)
|
|
(1,788
|
)
|
|
(2,537
|
)
|
|
55
|
|
|
(4,587
|
)
|
|||||||
|
Results of operations
|
$
|
151
|
|
|
$
|
61
|
|
|
$
|
395
|
|
|
$
|
79
|
|
|
$
|
863
|
|
|
$
|
(69
|
)
|
|
$
|
1,480
|
|
2011
|
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Sales
|
$
|
3,063
|
|
|
$
|
1,332
|
|
|
$
|
29
|
|
|
$
|
216
|
|
|
$
|
1,010
|
|
|
$
|
—
|
|
|
$
|
5,650
|
|
|
Transfers
|
63
|
|
|
—
|
|
|
905
|
|
|
—
|
|
|
3,560
|
|
|
—
|
|
|
4,528
|
|
|||||||
|
Other income
(a)
|
41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
56
|
|
|||||||
|
Total revenues and other income
|
3,167
|
|
|
1,332
|
|
|
934
|
|
|
216
|
|
|
4,585
|
|
|
—
|
|
|
10,234
|
|
|||||||
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Production costs
(c)
|
(954
|
)
|
|
(814
|
)
|
|
(117
|
)
|
|
(33
|
)
|
|
(350
|
)
|
|
—
|
|
|
(2,268
|
)
|
|||||||
|
Exploration expenses
|
(378
|
)
|
|
(10
|
)
|
|
(1
|
)
|
|
(10
|
)
|
|
(81
|
)
|
|
(164
|
)
|
|
(644
|
)
|
|||||||
|
Depreciation, depletion and amortization
(b)
|
(1,471
|
)
|
|
(196
|
)
|
|
(104
|
)
|
|
(11
|
)
|
|
(685
|
)
|
|
—
|
|
|
(2,467
|
)
|
|||||||
|
Administrative expenses
|
(67
|
)
|
|
(10
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(19
|
)
|
|
(15
|
)
|
|
(114
|
)
|
|||||||
|
Total expenses
|
(2,870
|
)
|
|
(1,030
|
)
|
|
(224
|
)
|
|
(55
|
)
|
|
(1,135
|
)
|
|
(179
|
)
|
|
(5,493
|
)
|
|||||||
|
Results before income taxes
|
297
|
|
|
302
|
|
|
710
|
|
|
161
|
|
|
3,450
|
|
|
(179
|
)
|
|
4,741
|
|
|||||||
|
Income tax (provision) benefit
|
(104
|
)
|
|
(76
|
)
|
|
(254
|
)
|
|
(168
|
)
|
|
(2,203
|
)
|
|
63
|
|
|
(2,742
|
)
|
|||||||
|
Results of operations
|
$
|
193
|
|
|
$
|
226
|
|
|
$
|
456
|
|
|
$
|
(7
|
)
|
|
$
|
1,247
|
|
|
$
|
(116
|
)
|
|
$
|
1,999
|
|
2010
|
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Sales
|
$
|
2,429
|
|
|
$
|
604
|
|
|
$
|
11
|
|
|
$
|
1,473
|
|
|
$
|
697
|
|
|
$
|
—
|
|
|
$
|
5,214
|
|
|
Transfers
|
93
|
|
|
—
|
|
|
701
|
|
|
—
|
|
|
2,319
|
|
|
—
|
|
|
3,113
|
|
|||||||
|
Other income
(a)
|
17
|
|
|
—
|
|
|
—
|
|
|
812
|
|
|
(64
|
)
|
|
—
|
|
|
765
|
|
|||||||
|
Total revenues and other income
|
2,539
|
|
|
604
|
|
|
712
|
|
|
2,285
|
|
|
2,952
|
|
|
—
|
|
|
9,092
|
|
|||||||
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Production costs
|
(815
|
)
|
|
(596
|
)
|
|
(108
|
)
|
|
(70
|
)
|
|
(297
|
)
|
|
—
|
|
|
(1,886
|
)
|
|||||||
|
Exploration expenses
|
(275
|
)
|
|
(5
|
)
|
|
(21
|
)
|
|
(47
|
)
|
|
(32
|
)
|
|
(118
|
)
|
|
(498
|
)
|
|||||||
|
Depreciation, depletion and amortization
(b)
|
(1,463
|
)
|
|
(108
|
)
|
|
(110
|
)
|
|
(36
|
)
|
|
(687
|
)
|
|
—
|
|
|
(2,404
|
)
|
|||||||
|
Administrative expenses
|
(52
|
)
|
|
(9
|
)
|
|
(1
|
)
|
|
2
|
|
|
(20
|
)
|
|
(10
|
)
|
|
(90
|
)
|
|||||||
|
Total expenses
|
(2,605
|
)
|
|
(718
|
)
|
|
(240
|
)
|
|
(151
|
)
|
|
(1,036
|
)
|
|
(128
|
)
|
|
(4,878
|
)
|
|||||||
|
Results before income taxes
|
(66
|
)
|
|
(114
|
)
|
|
472
|
|
|
2,134
|
|
|
1,916
|
|
|
(128
|
)
|
|
4,214
|
|
|||||||
|
Income tax (provision) benefit
|
26
|
|
|
28
|
|
|
(187
|
)
|
|
(1,647
|
)
|
|
(658
|
)
|
|
46
|
|
|
(2,392
|
)
|
|||||||
|
Results of operations
|
$
|
(40
|
)
|
|
$
|
(86
|
)
|
|
$
|
285
|
|
|
$
|
487
|
|
|
$
|
1,258
|
|
|
$
|
(82
|
)
|
|
$
|
1,822
|
|
(a)
|
Includes net gain(loss) on dispositions.
|
(b)
|
Includes long-lived asset impairments.
|
(c)
|
2011 Canada production costs include $64 million accrued for Oil Sands water abatement.
|
(In millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Results of operations
|
$
|
1,480
|
|
|
$
|
1,999
|
|
|
$
|
1,822
|
|
Items not included in results of oil and gas operations, net of tax:
|
|
|
|
|
|
||||||
Marketing income and technology costs
|
94
|
|
|
(10
|
)
|
|
55
|
|
|||
Income from equity method investments
|
206
|
|
|
213
|
|
|
167
|
|
|||
Other third-party income
(a)
|
6
|
|
|
10
|
|
|
(5
|
)
|
|||
Other
|
8
|
|
|
(2
|
)
|
|
(2
|
)
|
|||
Items not allocated to segment income, net of tax:
|
|
|
|
|
|
||||||
Loss (gain) on asset disposition
|
32
|
|
|
(23
|
)
|
|
(449
|
)
|
|||
Long-lived asset impairments
|
231
|
|
|
178
|
|
|
303
|
|
|||
Water abatement-Oil Sands
|
—
|
|
|
48
|
|
|
—
|
|
|||
Segment income not included in results of oil and gas operations:
|
|
|
|
|
|
||||||
Integrated Gas
|
91
|
|
|
178
|
|
|
142
|
|
|||
Segment income
|
$
|
2,148
|
|
|
$
|
2,591
|
|
|
$
|
2,033
|
|
(a)
|
Includes revenues, net of associated costs and income taxes, from activities that support our production operations, which may include processing or transportation of third-party production and the purchase and subsequent resale of natural gas utilized for reservoir management.
|
|
December 31,
|
||||||||||||||||||||||
(In millions)
|
U.S.
|
|
Canada
|
|
E.G.
|
|
Other
Africa
|
|
Europe
|
|
Total
|
||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Future cash inflows
|
$
|
42,710
|
|
|
$
|
55,171
|
|
|
$
|
6,627
|
|
|
$
|
29,993
|
|
|
$
|
11,271
|
|
|
$
|
145,772
|
|
Future production and administrative costs
|
(13,765
|
)
|
|
(32,131
|
)
|
|
(1,829
|
)
|
|
(1,315
|
)
|
|
(2,302
|
)
|
|
(51,342
|
)
|
||||||
Future development costs
|
(11,104
|
)
|
|
(9,350
|
)
|
|
(451
|
)
|
|
(1,119
|
)
|
|
(1,673
|
)
|
|
(23,697
|
)
|
||||||
Future income tax expenses
|
(4,489
|
)
|
|
(2,948
|
)
|
|
(1,191
|
)
|
|
(25,370
|
)
|
|
(5,275
|
)
|
|
(39,273
|
)
|
||||||
Future net cash flows
|
$
|
13,352
|
|
|
$
|
10,742
|
|
|
$
|
3,156
|
|
|
$
|
2,189
|
|
|
$
|
2,021
|
|
|
$
|
31,460
|
|
10 percent annual discount for estimated timing of cash flows
|
(6,956
|
)
|
|
(7,842
|
)
|
|
(1,178
|
)
|
|
(939
|
)
|
|
(326
|
)
|
|
(17,241
|
)
|
||||||
Standardized measure of discounted future net cash flows
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
relating to proved oil and gas reserves
|
$
|
6,396
|
|
|
$
|
2,900
|
|
|
$
|
1,978
|
|
|
$
|
1,250
|
|
|
$
|
1,695
|
|
|
$
|
14,219
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Future cash inflows
|
$
|
28,108
|
|
|
$
|
59,365
|
|
|
$
|
7,318
|
|
|
$
|
30,007
|
|
|
$
|
12,120
|
|
|
$
|
136,918
|
|
Future production and administrative costs
|
(10,751
|
)
|
|
(28,048
|
)
|
|
(1,931
|
)
|
|
(1,269
|
)
|
|
(2,752
|
)
|
|
(44,751
|
)
|
||||||
Future development costs
|
(6,341
|
)
|
|
(10,346
|
)
|
|
(435
|
)
|
|
(874
|
)
|
|
(1,702
|
)
|
|
(19,698
|
)
|
||||||
Future income tax expenses
|
(2,740
|
)
|
|
(4,490
|
)
|
|
(1,368
|
)
|
|
(25,821
|
)
|
|
(5,375
|
)
|
|
(39,794
|
)
|
||||||
Future net cash flows
|
$
|
8,276
|
|
|
$
|
16,481
|
|
|
$
|
3,584
|
|
|
$
|
2,043
|
|
|
$
|
2,291
|
|
|
$
|
32,675
|
|
10 percent annual discount for estimated timing of cash flows
|
(4,539
|
)
|
|
(11,845
|
)
|
|
(1,331
|
)
|
|
(733
|
)
|
|
(446
|
)
|
|
(18,894
|
)
|
||||||
Standardized measure of discounted future net cash flows
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
relating to proved oil and gas reserves
|
$
|
3,737
|
|
|
$
|
4,636
|
|
|
$
|
2,253
|
|
|
$
|
1,310
|
|
|
$
|
1,845
|
|
|
$
|
13,781
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Future cash inflows
|
$
|
15,349
|
|
|
$
|
41,901
|
|
|
$
|
5,366
|
|
|
$
|
20,815
|
|
|
$
|
8,800
|
|
|
$
|
92,231
|
|
Future production and administrative costs
|
(6,878
|
)
|
|
(21,675
|
)
|
|
(1,469
|
)
|
|
(996
|
)
|
|
(2,275
|
)
|
|
(33,293
|
)
|
||||||
Future development costs
|
(2,084
|
)
|
|
(9,688
|
)
|
|
(441
|
)
|
|
(907
|
)
|
|
(1,535
|
)
|
|
(14,655
|
)
|
||||||
Future income tax expenses
|
(1,726
|
)
|
|
(1,821
|
)
|
|
(1,208
|
)
|
|
(17,201
|
)
|
|
(3,108
|
)
|
|
(25,064
|
)
|
||||||
Future net cash flows
|
$
|
4,661
|
|
|
$
|
8,717
|
|
|
$
|
2,248
|
|
|
$
|
1,711
|
|
|
$
|
1,882
|
|
|
$
|
19,219
|
|
10 percent annual discount for estimated timing of cash flows
|
(2,008
|
)
|
|
(6,168
|
)
|
|
(795
|
)
|
|
(825
|
)
|
|
(234
|
)
|
|
(10,030
|
)
|
||||||
Standardized measure of discounted future net cash flows
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
relating to proved oil and gas reserves
|
$
|
2,653
|
|
|
$
|
2,549
|
|
|
$
|
1,453
|
|
|
$
|
886
|
|
|
$
|
1,648
|
|
|
$
|
9,189
|
|
(In millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Sales and transfers of oil and gas produced, net of production and administrative costs
|
$
|
(9,632
|
)
|
|
$
|
(7,824
|
)
|
|
$
|
(6,316
|
)
|
Net changes in prices and production and administrative costs related to future production
|
(1,527
|
)
|
|
12,269
|
|
|
9,839
|
|
|||
Extensions, discoveries and improved recovery, less related costs
|
2,758
|
|
|
1,451
|
|
|
1,268
|
|
|||
Development costs incurred during the period
|
3,550
|
|
|
1,899
|
|
|
2,546
|
|
|||
Changes in estimated future development costs
|
(329
|
)
|
|
(1,349
|
)
|
|
(2,153
|
)
|
|||
Revisions of previous quantity estimates
(a)
|
1,475
|
|
|
2,604
|
|
|
1,357
|
|
|||
Net changes in purchases and sales of minerals in place
|
908
|
|
|
233
|
|
|
(20
|
)
|
|||
Accretion of discount
|
3,172
|
|
|
2,040
|
|
|
1,335
|
|
|||
Net change in income taxes
|
63
|
|
|
(6,731
|
)
|
|
(4,322
|
)
|
|||
Net change for the year
|
438
|
|
|
4,592
|
|
|
3,534
|
|
|||
Beginning of the year
|
13,781
|
|
|
9,189
|
|
|
5,655
|
|
|||
End of year
|
$
|
14,219
|
|
|
$
|
13,781
|
|
|
$
|
9,189
|
|
(In millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Segment Income (Loss)
|
|
|
|
|
|
||||||
Exploration and Production
|
|
|
|
|
|
||||||
United States
|
$
|
393
|
|
|
$
|
366
|
|
|
$
|
251
|
|
International
|
1,488
|
|
|
1,791
|
|
|
1,690
|
|
|||
E&P segment
|
1,881
|
|
|
2,157
|
|
|
1,941
|
|
|||
Oil Sands Mining
|
176
|
|
|
256
|
|
|
(50
|
)
|
|||
Integrated Gas
|
91
|
|
|
178
|
|
|
142
|
|
|||
Segment income
|
2,148
|
|
|
2,591
|
|
|
2,033
|
|
|||
Items not allocated to segments, net of income taxes
|
(566
|
)
|
|
(884
|
)
|
|
(151
|
)
|
|||
Income from continuing operations
|
1,582
|
|
|
1,707
|
|
|
1,882
|
|
|||
Discontinued operations
(a)
|
—
|
|
|
1,239
|
|
|
686
|
|
|||
Net income
|
$
|
1,582
|
|
|
$
|
2,946
|
|
|
$
|
2,568
|
|
Capital Expenditures
(b)
|
|
|
|
|
|
||||||
Exploration and Production
|
|
|
|
|
|
||||||
United States
|
$
|
3,995
|
|
|
$
|
2,145
|
|
|
$
|
1,528
|
|
International
|
840
|
|
|
893
|
|
|
946
|
|
|||
E&P segment
|
4,835
|
|
|
3,038
|
|
|
2,474
|
|
|||
Oil Sands Mining
|
188
|
|
|
308
|
|
|
874
|
|
|||
Integrated Gas
|
2
|
|
|
2
|
|
|
2
|
|
|||
Corporate
|
106
|
|
|
51
|
|
|
46
|
|
|||
Total
|
$
|
5,131
|
|
|
$
|
3,399
|
|
|
$
|
3,396
|
|
Exploration Expenses
|
|
|
|
|
|
||||||
United States
|
$
|
564
|
|
|
$
|
379
|
|
|
$
|
275
|
|
International
|
165
|
|
|
265
|
|
|
223
|
|
|||
Total
|
$
|
729
|
|
|
$
|
644
|
|
|
$
|
498
|
|
(a)
|
The spin-off of the downstream business was completed on June 30, 2011 and has been reported as discontinued operations in 2011 and 2010.
|
(b)
|
Capital expenditures include changes in accruals.
|
|
2012
|
|
2011
|
|
2010
|
|||
E&P Operating Statistics - Net Sales Volumes
|
|
|
|
|
|
|||
Crude Oil and Condensate
(mbbld)
|
|
|
|
|
|
|||
United States
|
96
|
|
|
70
|
|
|
66
|
|
Europe
|
96
|
|
|
100
|
|
|
90
|
|
Africa
|
67
|
|
|
32
|
|
|
72
|
|
Total International
|
163
|
|
|
132
|
|
|
162
|
|
Worldwide
|
259
|
|
|
202
|
|
|
228
|
|
Natural Gas Liquids
(mbbld)
|
|
|
|
|
|
|||
United States
|
11
|
|
|
5
|
|
|
4
|
|
Europe
|
1
|
|
|
1
|
|
|
2
|
|
Africa
|
11
|
|
|
11
|
|
|
11
|
|
Total International
|
12
|
|
|
12
|
|
|
13
|
|
Worldwide
|
23
|
|
|
17
|
|
|
17
|
|
Total Liquid Hydrocarbon
(mbbld)
|
|
|
|
|
|
|||
United States
|
107
|
|
|
75
|
|
|
70
|
|
Europe
|
97
|
|
|
101
|
|
|
92
|
|
Africa
|
78
|
|
|
43
|
|
|
83
|
|
Total International
|
175
|
|
|
144
|
|
|
175
|
|
Worldwide
|
282
|
|
|
219
|
|
|
245
|
|
Natural Gas
(mmcfd)
|
|
|
|
|
|
|||
United States
|
358
|
|
|
326
|
|
|
364
|
|
Europe
(c)
|
101
|
|
|
97
|
|
|
105
|
|
Africa
|
443
|
|
|
443
|
|
|
409
|
|
Total International
|
544
|
|
|
540
|
|
|
514
|
|
Worldwide
|
902
|
|
|
866
|
|
|
878
|
|
|
|
|
|
|
|
|||
Total Worldwide
(mboed)
|
432
|
|
|
363
|
|
|
391
|
|
|
2012
|
|
2011
|
|
2010
|
E&P Operating Statistics - Average Realizations
(d)
|
|
|
|
|
|
Crude Oil and Condensate
(per bbl)
|
|
|
|
|
|
United States
|
$91.29
|
|
$94.80
|
|
$73.66
|
Europe
|
$115.59
|
|
$115.88
|
|
$82.31
|
Africa
|
$114.52
|
|
$98.80
|
|
$82.16
|
Total International
|
$115.15
|
|
$111.78
|
|
$82.25
|
Worldwide
|
$106.35
|
|
$105.84
|
|
$79.76
|
Natural Gas Liquids
(per bbl)
|
|
|
|
|
|
United States
|
$39.57
|
|
$58.53
|
|
$50.71
|
Europe
|
$78.81
|
|
$78.76
|
|
$62.62
|
Africa
|
$1.00
|
|
$1.00
|
|
$1.00
|
Total International
|
$8.32
|
|
$6.77
|
|
$9.37
|
Worldwide
|
$23.44
|
|
$21.21
|
|
$19.75
|
Total Liquid Hydrocarbon
(per bbl)
|
|
|
|
|
|
United States
(e)
|
$85.80
|
|
$92.55
|
|
$72.30
|
Europe
|
$115.16
|
|
$115.55
|
|
$81.95
|
Africa
|
$98.52
|
|
$73.21
|
|
$71.71
|
Total International
|
$107.78
|
|
$102.96
|
|
$77.11
|
Worldwide
|
$99.46
|
|
$99.37
|
|
$75.73
|
Natural Gas
(per mcf)
|
|
|
|
|
|
United States
|
$3.91
|
|
$4.95
|
|
$4.71
|
Europe
|
$10.47
|
|
$9.84
|
|
$7.10
|
Africa
(f)
|
$0.43
|
|
$0.24
|
|
$0.25
|
Total International
|
$2.29
|
|
$1.97
|
|
$1.65
|
Worldwide
|
$2.94
|
|
$3.09
|
|
$2.91
|
|
2012
|
|
2011
|
|
2010
|
|||
OSM Operating Statistics
|
|
|
|
|
|
|||
Net Synthetic Crude Oil Sales
(mbbld)
(g)
|
47
|
|
|
43
|
|
|
29
|
|
Synthetic Crude Oil Average Realizations
(per bbl)
(d)
|
$81.72
|
|
$91.65
|
|
$71.06
|
|||
IG Operating Statistics
|
|
|
|
|
|
|||
Net Sales
(mtd)
|
|
|
|
|
|
|||
LNG
(h)
|
6,290
|
|
|
7,086
|
|
|
6,859
|
|
Methanol
|
1,298
|
|
|
1,282
|
|
|
1,049
|
|
Total Proved Reserves
(at year end)
|
|
|
|
|
|
|||
Liquid Hydrocarbon
(mmbbl)
|
|
|
|
|
|
|||
United States
|
475
|
|
|
279
|
|
|
173
|
|
International
|
426
|
|
|
454
|
|
|
457
|
|
Worldwide
|
901
|
|
|
733
|
|
|
630
|
|
Natural Gas
(bcf)
|
|
|
|
|
|
|||
United States
|
1,043
|
|
|
872
|
|
|
745
|
|
International
|
1,736
|
|
|
1,794
|
|
|
1,872
|
|
Worldwide
|
2,779
|
|
|
2,666
|
|
|
2,617
|
|
Synthetic Crude Oil
(mmbbl)
|
|
|
|
|
|
|||
Canada
|
653
|
|
|
623
|
|
|
572
|
|
Total Proved Reserves
(mmboe)
|
2,017
|
|
|
1,800
|
|
|
1,638
|
|
•
|
Marathon Oil Corporation 2012 Incentive Compensation Plan (the "2012 Plan")
|
•
|
Marathon Oil Corporation 2007 Incentive Compensation Plan (the "2007 Plan") – No additional awards will be granted under this plan.
|
•
|
Marathon Oil Corporation 2003 Incentive Compensation Plan (the "2003 Plan") – No additional awards will be granted under this plan.
|
•
|
Deferred Compensation Plan for Non-Employee Directors – No additional awards will be granted under this plan.
|
Plan category
|
Number of
securities to
be issued
upon
exercise of
outstanding
options,
warrants
and rights
|
|
Weighted-
average
exercise
price of
outstanding
options,
warrants
and rights
(c)
|
|
Number of
securities
remaining
available for
future
issuance
under equity
compensation
plans
|
|
||
Equity compensation plans approved by stockholders
|
20,452,668
|
|
(a)
|
$26.19
|
|
48,601,445
|
|
(d)
|
Equity compensation plans not approved by stockholders
|
20,984
|
|
(b)
|
N/A
|
|
—
|
|
|
Total
|
20,473,652
|
|
|
N/A
|
|
48,601,445
|
|
|
(a)
|
Includes the following:
|
•
|
393,423
stock options outstanding under the 2012 Plan;
|
•
|
15,827,248
stock options outstanding under the 2007 Plan;
|
•
|
2,883,833
stock options outstanding under the 2003 Plan and the net number of stock-settled SARs that could be issued from this Plan. The number of stock-settled SARs is based on the closing price of Marathon Oil common stock on
December 31, 2012
of $30.66 per share;
|
•
|
317,872
common stock units that have been credited to non-employee directors pursuant to the non-employee director deferred compensation program and the annual director stock award program established under the 2012 Plan, 2007 Plan and 2003 Plan; common stock units credited under the 2012 Plan, 2007 Plan and 2003 Plan were
44,195
,
222,416
and
51,261
, respectively;
|
•
|
1,030,292
restricted stock units granted to non-officers under the 2012 Plan and 2007 Plan and outstanding as of
December 31, 2012
.
|
(b)
|
Reflects awards of common stock units made to non-employee directors under the Deferred Compensation Plan for Non-Employee Directors prior to April 30, 2003. When a non-employee director leaves the Board, he or she will be issued actual shares of Marathon Oil common stock in place of the common stock units.
|
(c)
|
Weighted-average exercise prices do not take the restricted stock units or common stock units into account as these awards have no exercise price.
|
(d)
|
Reflects the shares available for issuance under the 2012 Plan. No more than
19,739,085
of these shares may be issued for awards other than stock options or stock appreciation rights. In addition, shares related to grants that are forfeited, terminated, canceled or expire unexercised shall again immediately become available for issuance.
|
Exhibit
Number
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit Description
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
|||||
2
|
|
Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
|
|||||||||||
2.1++
|
|
Separation and Distribution Agreement dated as of May 25, 2011 among Marathon Oil Corporation, Marathon Oil Company and Marathon Petroleum Corporation
|
8-K
|
|
2.1
|
|
5/26/2011
|
|
001-05153
|
|
|
|
|
2.2++
|
|
Purchase and Sale Agreement between Hilcorp Resources Holding, LP and Marathon Oil Company dated as of May 31, 2011
|
10-Q/A
|
|
2.2
|
|
10/18/2011
|
|
001-05153
|
|
|
|
|
3
|
|
Articles of Incorporation and Bylaws
|
|||||||||||
3.1
|
|
Restated Certificate of Incorporation of Marathon Oil Corporation
|
8-K
|
|
3.1
|
|
4/25/2007
|
|
001-05153
|
|
|
|
|
3.2
|
|
Amended By-Laws of Marathon Oil Corporation
|
10-Q
|
|
3.1
|
|
11/7/2012
|
|
001-05153
|
|
|
|
|
3.3
|
|
Specimen of Common Stock Certificate
|
8-K
|
|
3.3
|
|
5/14/2007
|
|
001-05153
|
|
|
|
|
4
|
|
Instruments Defining the Rights of Security Holders, Including Indentures
|
|||||||||||
4.1
|
|
Credit Agreement, dated as of April 5, 2012, among Marathon Oil Corporation, The Royal Bank of Scotland plc, as syndication agent, Citibank, N.A., Morgan Stanley Senior Funding, Inc. and UBS Securities LLC, as documentation agents, JPMorgan Chase Bank, N.A., as administrative agent, and certain other commercial lending institutions named therein.
|
8-K
|
|
4.1
|
|
4/10/2012
|
|
001-05153
|
|
|
|
|
Exhibit
Number
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit Description
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
|||||
4.2
|
|
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 percent of the total consolidated assets of Marathon Oil. Marathon Oil hereby agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon its request.
|
S-3
|
|
4.4
|
|
7/26/2007
|
|
333-144874
|
|
|
|
|
10
|
|
Material Contracts
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
Tax Sharing Agreement dated as of May 25, 2011 among Marathon Oil Corporation, Marathon Petroleum Corporation and MPC Investment LLC
|
8-K
|
|
10.1
|
|
5/26/2011
|
|
001-05153
|
|
|
|
|
10.2
|
|
Employee Matters Agreement dated as of May 25, 2011 among Marathon Oil Corporation and Marathon Petroleum Corporation
|
8-K
|
|
10.2
|
|
5/26/2011
|
|
001-05153
|
|
|
|
|
10.3
|
|
Amendment to Employee Matters Agreement dated as of June 30, 2011 between Marathon Oil Corporation and Marathon Petroleum Corporation
|
10-Q
|
|
10.3
|
|
8/8/2011
|
|
001-05153
|
|
|
|
|
10.4
|
|
Marathon Oil Corporation 2012 Incentive Compensation Plan
|
DEF 14A
|
|
App. III
|
|
3/8/2012
|
|
001-05153
|
|
|
|
|
10.5
|
|
Form of Nonqualified Stock Option Award Agreement for Section 16 reporting Officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year prorata vesting)
|
|
|
|
|
|
|
|
|
X
|
|
|
10.6
|
|
Form of Nonqualified Stock Option Award Agreement for Officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year prorata vesting)
|
|
|
|
|
|
|
|
|
X
|
|
|
10.7
|
|
Form of Restricted Stock Award Agreement for Section 16 reporting Officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year cliff vesting)
|
|
|
|
|
|
|
|
|
X
|
|
|
10.8
|
|
Form of Restricted Stock Award Agreement for Officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year cliff vesting)
|
|
|
|
|
|
|
|
|
X
|
|
|
Exhibit
Number
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit Description
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
|||||
10.9
|
|
Form of Restricted Stock Award Agreement for Section 16 reporting Officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year prorata vesting)
|
|
|
|
|
|
|
|
|
X
|
|
|
10.10
|
|
Form of Restricted Stock Award Agreement for Officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year prorata vesting)
|
|
|
|
|
|
|
|
|
X
|
|
|
10.11
|
|
Form of Nonqualified Stock Option Award Agreement for non-officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year prorata vesting)
|
|
|
|
|
|
|
|
|
X
|
|
|
10.12
|
|
Form of Nonqualified Stock Option Award Agreement for non-officers in Canada granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year prorata vesting)
|
|
|
|
|
|
|
|
|
X
|
|
|
10.13
|
|
Form of Restricted Stock Award Agreement for non-officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year prorata vesting)
|
|
|
|
|
|
|
|
|
X
|
|
|
10.14
|
|
Form of Restricted Stock Award Agreement for non-officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year prorata vesting)
|
|
|
|
|
|
|
|
|
X
|
|
|
10.15
|
|
Marathon Oil Corporation 2007 Incentive Compensation Plan
|
10-K
|
|
10.5
|
|
2/29/2012
|
|
001-05153
|
|
|
|
|
10.16
|
|
Form of Nonqualified Stock Option Award Agreement for Officers granted under Marathon Oil Corporation's 2007 Incentive Compensation Plan, effective May 30, 2007
|
10-K
|
|
10.6
|
|
2/29/2012
|
|
001-05153
|
|
|
|
|
10.17
|
|
Form of Nonqualified Stock Option Award Agreement for Officers granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan, effective February 24, 2010
|
10-K
|
|
10.5
|
|
2/28/2011
|
|
001-05153
|
|
|
|
|
10.18
|
|
Form of Officer Restricted Stock Award Agreement granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan, effective May 30, 2007
|
10-K
|
|
10.8
|
|
2/29/2012
|
|
001-05153
|
|
|
|
|
10.19
|
|
Form of Officer Restricted Stock Award Agreement for Section 16 officers granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan, effective February 24, 2010
|
10-K
|
|
10.7
|
|
2/28/2011
|
|
001-05153
|
|
|
|
|
Exhibit
Number
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit Description
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
|||||
10.20
|
|
Form of Performance Unit Award Agreement (18 month Performance Cycle) for Section 16 Officers granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan, effective July 27, 2011
|
10-K
|
|
10.10
|
|
2/29/2012
|
|
001-05153
|
|
|
|
|
10.21
|
|
Form of Performance Unit Award Agreement (18 month Performance Cycle) for Officers granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan, effective July 27, 2011
|
10-K
|
|
10.11
|
|
2/29/2012
|
|
001-05153
|
|
|
|
|
10.22
|
|
Form of Performance Unit Award Agreement (30 month Performance Cycle) for Section 16 Officers granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan, effective July 27, 2011
|
10-K
|
|
10.12
|
|
2/29/2012
|
|
001-05153
|
|
|
|
|
10.23
|
|
Form of Performance Unit Award Agreement (30 month Performance Cycle) for Officers granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan, effective July 27, 2011
|
10-K
|
|
10.13
|
|
2/29/2012
|
|
001-05153
|
|
|
|
|
10.24
|
|
Form of Restricted Stock Award Agreement for Section 16 officers granted under Marathon Oil Corporation's 2007 Incentive Compensation Plan.
|
10-K
|
|
10.27
|
|
2/26/2010
|
|
001-05153
|
|
|
|
|
10.25
|
|
Form of Performance Unit Award Agreement (2010-2012 Performance Cycle) granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan
|
10-K
|
|
10.25
|
|
2/26/2010
|
|
001-05153
|
|
|
|
|
10.26
|
|
Form of Nonqualified Stock Option Award Agreement granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan
|
10-K
|
|
10.26
|
|
2/26/2010
|
|
001-05153
|
|
|
|
|
10.27
|
|
Marathon Oil Corporation 2003 Incentive Compensation Plan, Effective January 1, 2003
|
10-K
|
|
10.9
|
|
2/26/2010
|
|
001-05153
|
|
|
|
|
10.28
|
|
Form of Nonqualified Stock Option with Tandem Stock Appreciation Right Award Agreement for Chief Executive Officer granted under Marathon Oil Corporation’s 2003 Incentive Compensation Plan, effective January 1, 2003
|
10-K
|
|
10.15
|
|
2/26/2010
|
|
001-05153
|
|
|
|
|
10.29
|
|
Form of Nonqualified Stock Option with Tandem Stock Appreciation Right Award Agreement for Executive Committee members granted under Marathon Oil Corporation’s 2003 Incentive Compensation Plan, effective January 1, 2003
|
10-K
|
|
10.16
|
|
2/26/2010
|
|
001-05153
|
|
|
|
|
Exhibit
Number
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit Description
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
|||||
10.30
|
|
Form of Nonqualified Stock Option with Tandem Stock Appreciation Right Award Agreement for Officers granted under Marathon Oil Corporation’s 2003 Incentive Compensation Plan, effective January 1, 2003
|
10-K
|
|
10.17
|
|
2/26/2010
|
|
001-05153
|
|
|
|
|
10.31
|
|
Form of Stock Appreciation Right Award Agreement for Chief Executive Officer granted under Marathon Oil Corporation’s 2003 Incentive Compensation Plan, effective January 1, 2003
|
10-K
|
|
10.19
|
|
2/26/2010
|
|
001-05153
|
|
|
|
|
10.32
|
|
Form of Stock Appreciation Right Award Agreement for Executive Committee members granted under Marathon Oil Corporation’s 2003 Incentive Compensation Plan, effective January 1, 2003
|
10-K
|
|
10.20
|
|
2/26/2010
|
|
001-05153
|
|
|
|
|
10.33
|
|
Form of Stock Appreciation Right Award Agreement for Officers granted under Marathon Oil Corporation’s 2003 Incentive Compensation Plan, effective January 1, 2003
|
10-K
|
|
10.21
|
|
2/26/2010
|
|
001-05153
|
|
|
|
|
10.34
|
|
Form of Nonqualified Stock Option Award Agreement for Officers granted under Marathon Oil Corporation’s 2003 Incentive Compensation Plan
|
10-K
|
|
10.22
|
|
2/26/2010
|
|
001-05153
|
|
|
|
|
10.35
|
|
Form of Officer Restricted Stock Award Agreement granted under Marathon Oil Corporation’s 2003 Incentive Compensation Plan
|
10-K
|
|
10.23
|
|
2/26/2010
|
|
001-05153
|
|
|
|
|
10.36
|
|
Form of Performance Unit Award Agreement (2005-2007 Performance Cycle) granted under Marathon Oil Corporation’s 2003 Incentive Compensation Plan
|
10-K
|
|
10.24
|
|
2/26/2010
|
|
001-05153
|
|
|
|
|
10.37
|
|
Form of Nonqualified Stock Option Award Agreement for MAP officers granted under Marathon Oil Corporation's 2003 Incentive Compensation Plan, effective January 1, 2003
|
10-K
|
|
10.18
|
|
2/26/2010
|
|
001-05153
|
|
|
|
|
10.38
|
|
Marathon Oil Corporation 1990 Stock Plan (as Amended and Restated), Effective January 1, 2002
|
10-Q
|
|
10.1
|
|
11/7/2008
|
|
001-05153
|
|
|
|
|
10.39
|
|
First Amendment to Marathon Oil Corporation 1990 Stock Plan (as Amended and Restated), Effective February 1, 2007
|
10-Q
|
|
10.2
|
|
11/7/2008
|
|
001-05153
|
|
|
|
|
10.40
|
|
Marathon Oil Corporation Deferred Compensation Plan for Non-Employee Directors (Amended and Restated as of January 1, 2009)
|
10-K
|
|
10.14
|
|
2/27/2009
|
|
001-05153
|
|
|
|
|
10.41
|
|
Marathon Oil Company Deferred Compensation Plan Amended and Restated Effective June 30, 2011
|
10-K
|
|
10.32
|
|
2/29/2012
|
|
001-05153
|
|
|
|
|
Exhibit
Number
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit Description
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
|||||
10.42
|
|
Marathon Oil Company Excess Benefit Plan Amended and Restated
|
10-K
|
|
10.31
|
|
2/29/2012
|
|
001-05153
|
|
|
|
|
10.43
|
|
Marathon Oil Executive Change in Control Severance Benefits Plan, effective as of December 31, 2008
|
10-K
|
|
10.35
|
|
2/27/2009
|
|
001-05153
|
|
|
|
|
10.44
|
|
Marathon Oil Corporation Policy for Repayment of Annual Cash Bonus Amounts
|
10-K
|
|
10.10
|
|
2/28/2011
|
|
001-05153
|
|
|
|
|
10.45
|
|
Marathon Oil Executive Tax, Estate, and Financial Planning Program, Amended and Restated, Effective January 1, 2009
|
10-K
|
|
10.32
|
|
2/27/2009
|
|
001-05153
|
|
|
|
|
10.46
|
|
Severance Letter Agreement from Mr. David E. Roberts, Jr. dated December 14, 2012
|
8-K
|
|
99.1
|
|
12/7/2012
|
|
001-05153
|
|
|
|
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
|
|
|
|
|
X
|
|
|
14.1
|
|
Code of Ethics for Senior Financial Officers
|
10-K
|
|
14.1
|
|
2/26/2010
|
|
001-05153
|
|
|
|
|
21.1
|
|
List of Significant Subsidiaries
|
|
|
|
|
|
|
|
|
X
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
|
|
X
|
|
|
23.2
|
|
Consent of GLJ Petroleum Consultants LTD., independent petroleum engineers and geologists
|
|
|
|
|
|
|
|
|
X
|
|
|
23.3
|
|
Consent of Ryder Scott Company, L.P., independent petroleum engineers and geologists
|
|
|
|
|
|
|
|
|
X
|
|
|
23.4
|
|
Consent of Netherland, Sewell & Associates, Inc., independent petroleum engineers and geologists
|
|
|
|
|
|
|
|
|
X
|
|
|
31.1
|
|
Certification of Chairman, President and Chief Executive Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934
|
|
|
|
|
|
|
|
|
X
|
|
|
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
|
|
|
|
|
|
|
|
|
X
|
|
|
32.1
|
|
Certification of Chairman, President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350
|
|
|
|
|
|
|
|
|
X
|
|
|
32.2
|
|
Certification of Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
|
|
|
|
|
|
|
|
|
X
|
|
|
99.1
|
|
Report of GLJ Petroleum Consultants LTD., independent petroleum engineers and geologists for 2012
|
|
|
|
|
|
|
|
|
X
|
|
|
99.2
|
|
Report of GLJ Petroleum Consultants LTD., independent petroleum engineers and geologists for 2011
|
10-K
|
|
99.1
|
|
2/29/2012
|
|
001-05153
|
|
|
|
|
99.3
|
|
Report of GLJ Petroleum Consultants LTD., independent petroleum engineers and geologists for 2010
|
10-K
|
|
99.1
|
|
2/28/2011
|
|
001-05153
|
|
|
|
|
February 22, 2013
|
|
MARATHON OIL CORPORATION
|
|
|
|
|
|
By: /s/ MICHAEL K. STEWART
|
|
|
Michael K. Stewart
|
|
|
Vice President, Finance and Accounting, Controller and Treasurer
|
Signature
|
|
Title
|
|
|
|
/
S
/ CLARENCE P. CAZALOT, JR.
|
|
Chairman, President and Chief Executive Officer and Director
|
Clarence P. Cazalot, Jr.
|
|
|
|
|
|
/
S
/ JANET F. CLARK
|
|
Executive Vice President and Chief Financial Officer
|
Janet F. Clark
|
|
|
|
|
|
/
S
/ MICHAEL K. STEWART
|
|
Vice President, Finance and Accounting, Controller and Treasurer
|
Michael K. Stewart
|
|
|
|
|
|
/
S
/ GREGORY H. BOYCE
|
|
Director
|
Gregory H. Boyce
|
|
|
|
|
|
/
S
/ PIERRE BRONDEAU
|
|
Director
|
Pierre Brondeau
|
|
|
|
|
|
/
S
/ LINDA Z. COOK
|
|
Director
|
Linda Z. Cook
|
|
|
|
|
|
/
S
/ SHIRLEY ANN JACKSON
|
|
Director
|
Shirley Ann Jackson
|
|
|
|
|
|
/
S
/ PHILIP LADER
|
|
Director
|
Philip Lader
|
|
|
|
|
|
/
S
/ MICHAEL E. J. PHELPS
|
|
Director
|
Michael E. J. Phelps
|
|
|
|
|
|
/
S
/ DENNIS H. REILLEY
|
|
Director
|
Dennis H. Reilley
|
|
|
|
|
|
1.
|
Relationship to the Plan.
|
(i)
|
termination of the Participant's Employment due to death;
|
(ii)
|
termination of the Participant's Employment due to Mandatory Retirement; or
|
1.
|
Relationship to the Plan.
|
2.
|
Vesting and Forfeiture of Restricted Shares.
|
(i)
|
termination of the Participant's Employment due to death;
|
(ii)
|
termination of the Participant's Employment due to Mandatory Retirement; or
|
1.
|
Relationship to the Plan.
|
(i)
|
termination of the Participant's Employment due to death;
|
(ii)
|
termination of the Participant's Employment due to Mandatory Retirement; or
|
1.
|
Relationship to the Plan.
|
(i)
|
termination of the Participant's Employment due to death;
|
(ii)
|
termination of the Participant's Employment due to Mandatory Retirement; or
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(In millions)
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Portion of rentals representing interest,
|
$
|
24
|
|
|
$
|
51
|
|
|
$
|
88
|
|
|
$
|
77
|
|
|
$
|
89
|
|
including discontinued operations
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Capitalized interest,
|
|
|
|
|
|
|
|
|
|
||||||||||
including discontinued operations
|
68
|
|
|
208
|
|
|
410
|
|
|
441
|
|
|
326
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other interest and fixed charges,
|
|
|
|
|
|
|
|
|
|
||||||||||
including discontinued operations
|
236
|
|
|
239
|
|
|
105
|
|
|
160
|
|
|
153
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total fixed charges (A)
|
$
|
328
|
|
|
$
|
498
|
|
|
$
|
603
|
|
|
$
|
678
|
|
|
$
|
568
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings-pretax income with applicable adjustments (B)
|
$
|
6,432
|
|
|
$
|
4,707
|
|
|
$
|
4,422
|
|
|
$
|
3,112
|
|
|
$
|
5,181
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of (B) to (A)
|
19.61
|
|
|
9.45
|
|
|
7.33
|
|
|
4.59
|
|
|
9.12
|
|
Company Name
|
Country
|
Region
|
Alaska Transportation Service Company
|
United States
|
Delaware
|
Alba Associates LLC
|
Cayman Islands
|
|
Alba Equatorial Guinea Partnership, L.P.
|
United States
|
Delaware
|
Alba Plant LLC
|
Cayman Islands
|
|
Albian Sands Energy Inc.
|
Canada
|
|
Alchemix Corporation
|
United States
|
Arizona
|
Alvheim AS
|
Norway
|
|
Amethyst Calypso Pipeline LLC
|
United States
|
Delaware
|
AMPCO Marketing, L.L.C.
|
United States
|
Michigan
|
AMPCO Services, L.L.C.
|
United States
|
Michigan
|
Arctic Sun Shipping Company, Ltd.
|
United States
|
Delaware
|
Atlantic Methanol Associates LLC
|
Cayman Islands
|
|
Atlantic Methanol Production Company LLC
|
Cayman Islands
|
|
Beluga Pipe Line Company
|
United States
|
Delaware
|
CIGGS LLC
|
United States
|
Delaware
|
E.G. Global LNG Services, Ltd.
|
United States
|
Delaware
|
Eagle Sun Company Limited
|
Liberia
|
|
Equatorial Guinea LNG Company, S.A.
|
Equatorial Guinea
|
|
Equatorial Guinea LNG Holdings Limited
|
Bahamas
|
|
Equatorial Guinea LNG Operations, S.A.
|
Equatorial Guinea
|
|
Equatorial Guinea LNG Train 1, S.A.
|
Equatorial Guinea
|
|
FWA Equipment & Mud Company, Inc.
|
United States
|
Delaware
|
Glacier Drilling Company
|
United States
|
Delaware
|
Globex Energy, Inc.
|
United States
|
Delaware
|
GRT, Inc.
|
United States
|
Delaware
|
GTLI LLC
|
United States
|
Delaware
|
In-Depth Systems, Inc.
|
United States
|
Texas
|
Indonesia Kumawa Energy Limited
|
Cayman Islands
|
|
Kenai Kachemak Pipeline, LLC
|
United States
|
Alaska
|
Kenai Nikiski Pipeline LLC
|
United States
|
Delaware
|
Marathon Alaska Holding LLC
|
United States
|
Delaware
|
Marathon Alaska Natural Gas Company
|
United States
|
Delaware
|
Marathon Alaska Production LLC
|
United States
|
Delaware
|
Marathon Alpha Holdings LLC
|
United States
|
Delaware
|
Marathon Baja Limited
|
Cayman Islands
|
|
Marathon Canada Holdings Limited
|
Canada
|
Nova Scotia
|
Marathon Canada Petroleum ULC
|
Canada
|
Nova Scotia
|
Marathon Canada Production ULC
|
Canada
|
Alberta
|
Marathon Canadian Oil Sands Holding Limited
|
Canada
|
Alberta
|
Marathon Delta Holdings Limited
|
Cayman Islands
|
|
Marathon Delta Investment Limited
|
Cayman Islands
|
|
Marathon Dutch Investment B.V.
|
Netherlands
|
|
Marathon Dutch Investment Coöperatief U.A.
|
Netherlands
|
|
Marathon Dutch Investment LLC
|
United States
|
Delaware
|
Marathon E.G. Alba Limited
|
Cayman Islands
|
|
Marathon E.G. Holding Limited
|
Cayman Islands
|
|
Marathon E.G. International Limited
|
Cayman Islands
|
|
Marathon E.G. LNG Holding Limited
|
Cayman Islands
|
|
Marathon E.G. LPG Limited
|
Cayman Islands
|
|
Marathon E.G. Methanol Limited
|
Cayman Islands
|
|
Marathon E.G. Offshore Limited
|
Cayman Islands
|
|
Marathon E.G. Oil Operations Limited
|
Cayman Islands
|
|
Marathon E.G. Production Limited
|
Cayman Islands
|
|
Marathon Eagle Ford Midstream LLC
|
United States
|
Delaware
|
Marathon East Texas Holdings LLC
|
United States
|
Delaware
|
Marathon Ethiopia Limited B.V.
|
Netherlands
|
|
Marathon Exploration Tunisia, Ltd.
|
United States
|
Delaware
|
Marathon Financing Trust I
|
United States
|
Delaware
|
Marathon Financing Trust II
|
United States
|
Delaware
|
Marathon Gabon Holding, Ltd.
|
United States
|
Delaware
|
Marathon Global Services, Ltd.
|
United States
|
Delaware
|
Marathon Green B.V.
|
Netherlands
|
|
Marathon GTF Technology, Ltd.
|
United States
|
Delaware
|
Marathon Indonesia (Bone Bay) Limited
|
Cayman Islands
|
|
Marathon Indonesia (Kumawa) Limited
|
Cayman Islands
|
|
Marathon Indonesia Exploration Limited
|
Cayman Islands
|
|
Marathon Indonesia Holding Limited
|
Cayman Islands
|
|
Marathon Indonesia New Ventures Limited
|
Cayman Islands
|
|
Marathon International Oil (G.B.) Limited
|
United Kingdom
|
England and Wales
|
Marathon International Oil Angola Block 31 Limited
|
Cayman Islands
|
|
Marathon International Oil Angola Block 32 Limited
|
Cayman Islands
|
|
Marathon International Oil Blanco Limited
|
Cayman Islands
|
|
Marathon International Oil Canada, Ltd.
|
United States
|
Delaware
|
Marathon International Oil Company
|
United States
|
Delaware
|
Marathon International Oil Holdings LLC
|
United States
|
Delaware
|
Marathon International Oil Libya Limited
|
Cayman Islands
|
|
Marathon International Oil Morado Limited
|
Cayman Islands
|
|
Marathon International Oil Portfolio Coöperatief U.A.
|
Netherlands
|
|
Marathon International Oil Supply Company (G.B.) Limited
|
United Kingdom
|
England and Wales
|
Marathon International Oil Turquesa Limited
|
Cayman Islands
|
|
Marathon International Oil Ukraine Holding Limited
|
Cayman Islands
|
|
Marathon International Oil Ventures Limited
|
Cayman Islands
|
|
Marathon International Petroleum Asia Pacific Limited
|
Cayman Islands
|
|
Marathon International Petroleum Indonesia Limited
|
Cayman Islands
|
|
Marathon International Services Limited
|
Cayman Islands
|
|
Marathon International Upstream, Ltd.
|
United States
|
Delaware
|
Marathon Kenya Limited B.V.
|
Netherlands
|
|
Marathon LNG Marketing LLC
|
United States
|
Delaware
|
Marathon Methanol Holding LLC
|
United States
|
Delaware
|
Marathon Nigerian Ventures LLC
|
United States
|
Delaware
|
Marathon Norway Investment Coöperatief U.A.
|
Netherlands
|
|
Marathon Norway Investment LLC
|
United States
|
Delaware
|
Marathon Offshore Alpha Limited
|
Cayman Islands
|
|
Marathon Offshore Beta Limited
|
Cayman Islands
|
|
Marathon Offshore Delta Limited
|
Cayman Islands
|
|
Marathon Offshore Epsilon Limited
|
Cayman Islands
|
|
Marathon Offshore Investment Limited
|
Cayman Islands
|
|
Marathon Offshore Libya Service Company, Ltd.
|
United States
|
Delaware
|
Marathon Oil (East Texas) L.P.
|
United States
|
Texas
|
Marathon Oil (Suisse) SA
|
Switzerland
|
|
Marathon Oil (West Texas) L.P.
|
United States
|
Texas
|
Marathon Oil Canada Corporation
|
Canada
|
Alberta
|
Marathon Oil Cap Bon, Ltd.
|
United States
|
Delaware
|
Marathon Oil Company
|
United States
|
Ohio
|
Marathon Oil Decommissioning Services LLC
|
United States
|
Delaware
|
Marathon Oil Dutch Holdings B.V.
|
Netherlands
|
|
Marathon Oil Dutch Holdings Coöperatief U.A.
|
Netherlands
|
|
Marathon Oil Dutch Investment C.V.
|
Netherlands
|
|
Marathon Oil Eastern, Ltd.
|
United States
|
Delaware
|
Marathon Oil EF II LLC
|
United States
|
Delaware
|
Marathon Oil EF LLC
|
United States
|
Delaware
|
Marathon Oil Exploration (U.K.) Limited
|
United Kingdom
|
England and Wales
|
Marathon Oil Gabon LDC
|
Cayman Islands
|
|
Marathon Oil Holdings (Barbados) Inc.
|
Barbados
|
|
Marathon Oil Holdings U.K. Limited
|
United Kingdom
|
England and Wales
|
Marathon Oil International Holding C.V.
|
Netherlands
|
|
Marathon Oil International LLC
|
United States
|
Delaware
|
Marathon Oil Investment LLC
|
United States
|
Delaware
|
Marathon Oil Jenein Limited
|
Cayman Islands
|
|
Marathon Oil Jupiter Limited
|
Cayman Islands
|
|
Marathon Oil KDV B.V.
|
Netherlands
|
|
Marathon Oil Lapis Limited
|
Cayman Islands
|
|
Marathon Oil Libya Limited
|
Cayman Islands
|
|
Marathon Oil Norge AS
|
Norway
|
|
Marathon Oil North Sea (G.B.) Limited
|
United Kingdom
|
England and Wales
|
Marathon Oil Norway Holdings C.V.
|
Netherlands
|
|
Marathon Oil Norway Investment LLC
|
United States
|
Delaware
|
Marathon Oil Polska Sp. z o.o.
|
Poland
|
|
Marathon Oil Preferred Funding, Ltd.
|
United States
|
Delaware
|
Marathon Oil Salmagundi, Ltd.
|
United States
|
Delaware
|
Marathon Oil Sands (U.S.A.) Inc.
|
United States
|
Delaware
|
Marathon Oil Supply Company (U.S.) Limited
|
United Kingdom
|
England and Wales
|
Marathon Oil Switzerland B.V.
|
Netherlands
|
|
Marathon Oil Timor Gap East, Ltd.
|
United States
|
Delaware
|
Marathon Oil Timor Gap West, Ltd.
|
United States
|
Delaware
|
Marathon Oil U.K. LLC
|
United States
|
Delaware
|
Marathon Oil Upstream, Ltd.
|
United States
|
Delaware
|
Marathon Oil Venus Limited
|
Cayman Islands
|
|
Marathon Oil West of Shetlands Limited
|
United Kingdom
|
England and Wales
|
Marathon Petroleum Company (Norway) LLC
|
United States
|
Delaware
|
Marathon Portfolio International Limited
|
Cayman Islands
|
|
Marathon Service (G.B.) Limited
|
United Kingdom
|
England and Wales
|
Marathon Service Company
|
United States
|
Delaware
|
Marathon Upstream Gabon Limited
|
Cayman Islands
|
|
Marathon Upstream Nigeria Limited
|
Nigeria
|
|
Marathon Upstream North Sea (G.B.) Limited
|
United Kingdom
|
England and Wales
|
Marathon Upstream U.K. LLC
|
United States
|
Delaware
|
Marathon US Holdings Inc.
|
United States
|
Delaware
|
Marathon West Texas Holdings LLC
|
United States
|
Delaware
|
Marathon Western Saudi Arabia Limited
|
Cayman Islands
|
|
Miltiades Limited
|
United Kingdom
|
England and Wales
|
MOC Portfolio Delaware, Inc.
|
United States
|
Delaware
|
MP Ukraine Holding Limited
|
Cyprus
|
|
MWV Gas Gathering, Inc.
|
United States
|
Delaware
|
Navatex Gathering LLC
|
United States
|
Delaware
|
On Form S-3ASR:
|
|
Relating to:
|
||
File No.
|
|
333-168171
|
|
Marathon Oil Corporation Debt Securities, Common Stock, Preferred Stock, Warrants and Stock Purchase Contracts/Units
|
|
|
333-180014
|
|
Dividend Reinvestment and Direct Stock Purchase Plan
|
|
|
|||
On Form S-8:
|
|
Relating to:
|
||
|
|
|
||
File No.
|
|
33-56828
|
|
Marathon Oil Company Thrift Plan
|
|
|
333-29699
|
|
1990 Stock Plan
|
|
|
333-29709
|
|
Marathon Oil Company Thrift Plan
|
|
|
333-52751
|
|
1990 Stock Plan
|
|
|
33-41864
|
|
1990 Stock Plan
|
|
|
333-104910
|
|
Marathon Oil Corporation 2003 Incentive Compensation Plan
|
|
|
333-143010
|
|
Marathon Oil Corporation 2007 Incentive Compensation Plan
|
|
|
333-181301
|
|
Marathon Oil Corporation 2012 Incentive Compensation Plan
|
Form S-3ASR:
|
|
Relating to:
|
|
|
|
|
|
||
Reg. No.
|
|
333-168171
|
|
Marathon Oil Corporation Debt Securities, Common Stock, Preferred Stock, Warrants and Stock Purchase Contracts/Units
|
|
|
333-180014
|
|
Dividend Reinvestment and Direct Stock Purchase Plan
|
|
|
|
||
Form S-8:
|
|
Relating to:
|
|
|
|
|
|
||
Reg. No.
|
|
33-56828
|
|
Marathon Oil Company Thrift Plan
|
|
|
333-29699
|
|
1990 Stock Plan
|
|
|
333-29709
|
|
Marathon Oil Company Thrift Plan
|
|
|
333-52751
|
|
1990 Stock Plan
|
|
|
33-41864
|
|
1990 Stock Plan
|
|
|
333-104910
|
|
Marathon Oil Corporation 2003 Incentive Compensation Plan
|
|
|
333-143010
|
|
Marathon Oil Corporation 2007 Incentive Compensation Plan
|
|
|
333-181301
|
|
Marathon Oil Corporation 2012 Incentive Compensation Plan
|
|
Yours very truly,
|
|
GLJ PETROLEUM CONSULTANTS LTD.
|
|
/s/ James H. Willmon, P.Eng.
|
|
James H. Willmon, P. Eng.
|
Vice-President
|
Form S-3ASR:
|
|
Relating to:
|
|
|
|
|
|
||
Reg. No.
|
|
333-168171
|
|
Marathon Oil Corporation Debt Securities, Common Stock, Preferred Stock, Warrants and Stock Purchase Contracts/Units
|
|
|
333-180014
|
|
Dividend Reinvestment and Direct Stock Purchase Plan
|
|
|
|
||
Form S-8:
|
|
Relating to:
|
|
|
|
|
|
||
Reg. No.
|
|
33-56828
|
|
Marathon Oil Company Thrift Plan
|
|
|
333-29699
|
|
1990 Stock Plan
|
|
|
333-29709
|
|
Marathon Oil Company Thrift Plan
|
|
|
333-52751
|
|
1990 Stock Plan
|
|
|
33-41864
|
|
1990 Stock Plan
|
|
|
333-104910
|
|
Marathon Oil Corporation 2003 Incentive Compensation Plan
|
|
|
333-143010
|
|
Marathon Oil Corporation 2007 Incentive Compensation Plan
|
|
|
333-181301
|
|
Marathon Oil Corporation 2012 Incentive Compensation Plan
|
|
/s/ Ryder Scott Company, L.P.
|
|
RYDER SCOTT COMPANY, L.P.
|
TBPE Firm Registration No. F-1580
|
Form S-3ASR:
|
|
Relating to:
|
|
|
|
|
|
||
Reg. No.
|
|
333-168171
|
|
Marathon Oil Corporation Debt Securities, Common Stock, Preferred Stock, Warrants and Stock Purchase Contracts/Units
|
|
|
333-180014
|
|
Dividend Reinvestment and Direct Stock Purchase Plan
|
|
|
|
||
Form S-8:
|
|
Relating to:
|
|
|
|
|
|
||
Reg. No.
|
|
33-56828
|
|
Marathon Oil Company Thrift Plan
|
|
|
333-29699
|
|
1990 Stock Plan
|
|
|
333-29709
|
|
Marathon Oil Company Thrift Plan
|
|
|
333-52751
|
|
1990 Stock Plan
|
|
|
33-41864
|
|
1990 Stock Plan
|
|
|
333-104910
|
|
Marathon Oil Corporation 2003 Incentive Compensation Plan
|
|
|
333-143010
|
|
Marathon Oil Corporation 2007 Incentive Compensation Plan
|
|
|
333-181301
|
|
Marathon Oil Corporation 2012 Incentive Compensation Plan
|
|
|
|
NETHERLAND, SEWELL & ASSOCIATES, INC.
|
||
|
|
|
By:
|
|
/s/ Danny D. Simmons
|
|
|
Danny D. Simmons, P.E.
|
|
|
President and Chief Operating Officer
|
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.
|
February 22, 2013
|
/s/ Clarence P. Cazalot, Jr.
|
|
Clarence P. Cazalot, Jr.
|
|
Chairman, President and Chief Executive Officer
|
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.
|
February 22, 2013
|
/s/ Janet F. Clark
|
|
Janet F. Clark
|
|
Executive Vice President and Chief Financial Officer
|
(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.
|
/s/ Clarence P. Cazalot, Jr.
|
|
Clarence P. Cazalot, Jr.
|
|
Chairman, President and Chief Executive Officer
|
|
(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.
|
/s/ Janet F. Clark
|
|
Janet F. Clark
|
|
Executive Vice President and Chief Financial Officer
|
|
i.
|
We have prepared an independent evaluation of the Canadian mineable oil sands reserves of Marathon Oil Corporation (the "Company") for the management and the board of directors of the Company. The primary purpose of our evaluation report was to provide estimates of reserves information in support of the Company's year-end reserves reporting requirements under US Securities Regulation S-K and for other internal business and financial needs of the Company.
|
ii.
|
We have evaluated and reviewed certain reserves of the Company as at December 31, 2012. The completion (transmittal) date of our report is January 28, 2013.
|
iii.
|
The following table sets forth the total proved net after royalty reserves under constant prices and costs covered by our report by geographic area, and the proportion of the Company covered.
|
iv.
|
Our report covered 100 percent of the Company's mineable, synthetic crude oil (SCO) reserves; our evaluation coverage from the perspective of the Company's total reserves is provided above in item iii. We carried out our evaluation in accordance with standards set out in the Canadian Oil and Gas Evaluation Handbook (the "COGE Handbook") with the necessary modifications to reflect definitions and standards under the U.S. Financial Accounting Standards Board policies (the “FASB Standards”) and the legal requirements under the U.S. Securities and Exchange Commission (“SEC requirements”).
|
v.
|
As required under SEC Regulation S-K, reserves are those quantities of oil and gas that are estimated to be economically producible under existing economic conditions. As specified, in determining economic production, constant product reference prices have been based on a 12 month average price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12 month period prior to the effective date of our report. In our economic analysis, operating and capital costs are those costs estimated as applicable at the effective date of our report, with no future escalation. Where deemed appropriate, the capital costs and revised operating costs associated with the implementation of committed projects designed to modify specific field operations in the future may be included in economic projections.
|
vi.
|
Our report has been prepared assuming the continuation of existing regulatory and fiscal conditions subject to the guidance in the COGE Handbook and SEC regulations. Notwithstanding that the Company currently has regulatory approval to produce the reserves identified in our report, there is no assurance that changes in regulation will not occur; such changes, which cannot reliably be predicted, could impact the Company's ability to recovery the estimated reserves.
|
vii.
|
Oil and gas reserves estimates have an inherent degree of associated uncertainty, the degree of which is affected by many factors. Reserves estimates will vary due to the limited and imprecise nature of data upon which the estimates of reserves are predicated. Moreover, the methods and data used in estimating reserves are often necessarily indirect or analogical in character rather than direct or deductive. Furthermore, the persons involved in the preparation of reserves estimates and associated information are required, in applying geosciences, engineering and evaluation principles, to make numerous unbiased judgments based upon their educational background, professional training, and professional experience. The extent and significance of the judgments to be made are, in themselves, sufficient to render reserves estimates inherently imprecise.
Reserves estimates may change substantially as additional data becomes available and as economic conditions impacting oil and gas prices and costs change. Reserves estimates will also change over time due to other factors such as knowledge and technology, fiscal and economic conditions, and contractual, statutory and regulatory provisions.
|
viii.
|
In our opinion, the reserves information evaluated by us have, in all material respects, been determined in accordance with all appropriate industry standards, methods and procedures applicable for the filing of reserves information under U.S. SEC Regulation S-K.
|
ix.
|
A summary of the Company reserves evaluated by us was provided for item iii. All of the reserves evaluated by us are developed.
|
|
|
Gross (100 Percent) Reserves
|
||||
|
|
Gas
|
|
Condensate
|
|
LPG
|
Category
|
|
(BCF)
|
|
(MMBBL)
|
|
(MMBBL)
|
|
|
|
|
|
|
|
Proved Developed (PD)
|
|
2,186
|
|
99
|
|
49
|
Proved (1P)
|
|
2,964
|
|
131
|
|
68
|
(i)
|
Same geological formation (but not necessarily in pressure communication with the reservoir of interest);
|
(ii)
|
Same environment of deposition;
|
(iii)
|
Similar geological structure; and
|
(iv)
|
Same drive mechanism.
|
(i)
|
Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and
|
(ii)
|
Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.
|
(i)
|
Gain access to and prepare well locations for drilling, including surveying well locations for the purpose of determining specific development drilling sites, clearing ground, draining, road building, and relocating public roads, gas lines, and power lines, to the extent necessary in developing the proved reserves.
|
(ii)
|
Drill and equip development wells, development-type stratigraphic test wells, and service wells, including the costs of platforms and of well equipment such as casing, tubing, pumping equipment, and the wellhead assembly.
|
(iii)
|
Acquire, construct, and install production facilities such as lease flow lines, separators, treaters, heaters, manifolds, measuring devices, and production storage tanks, natural gas cycling and processing plants, and central utility and waste disposal systems.
|
(iv)
|
Provide improved recovery systems.
|
(i)
|
Costs of topographical, geographical and geophysical studies, rights of access to properties to conduct those studies, and salaries and other expenses of geologists, geophysical crews, and others conducting those studies. Collectively, these are sometimes referred to as geological and geophysical or "G&G" costs.
|
(ii)
|
Costs of carrying and retaining undeveloped properties, such as delay rentals, ad valorem taxes on properties, legal costs for title defense, and the maintenance of land and lease records.
|
(iii)
|
Dry hole contributions and bottom hole contributions.
|
(iv)
|
Costs of drilling and equipping exploratory wells.
|
(v)
|
Costs of drilling exploratory-type stratigraphic test wells.
|
(i)
|
Oil and gas producing activities include:
|
(A)
|
The search for crude oil, including condensate and natural gas liquids, or natural gas ("oil and gas") in their natural states and original locations;
|
(B)
|
The acquisition of property rights or properties for the purpose of further exploration or for the purpose of removing the oil or gas from such properties;
|
(C)
|
The construction, drilling, and production activities necessary to retrieve oil and gas from their natural reservoirs, including the acquisition, construction, installation, and maintenance of field gathering and storage systems, such as:
|
(1)
|
Lifting the oil and gas to the surface; and
|
(2)
|
Gathering, treating, and field processing (as in the case of processing gas to extract liquid hydrocarbons); and
|
(D)
|
Extraction of saleable hydrocarbons, in the solid, liquid, or gaseous state, from oil sands, shale, coalbeds, or other nonrenewable natural resources which are intended to be upgraded into synthetic oil or gas, and activities undertaken with a view to such extraction.
|
a.
|
The first point at which oil, gas, or gas liquids, natural or synthetic, are delivered to a main pipeline, a common carrier, a refinery, or a marine terminal; and
|
b.
|
In the case of natural resources that are intended to be upgraded into synthetic oil or gas, if those natural resources are delivered to a purchaser prior to upgrading, the first point at which the natural resources are delivered to a main pipeline, a common carrier, a refinery, a marine terminal, or a facility which upgrades such natural resources into synthetic oil or gas.
|
(ii)
|
Oil and gas producing activities do not include:
|
(A)
|
Transporting, refining, or marketing oil and gas;
|
(B)
|
Processing of produced oil, gas, or natural resources that can be upgraded into synthetic oil or gas by a registrant that does not have the legal right to produce or a revenue interest in such production;
|
(C)
|
Activities relating to the production of natural resources other than oil, gas, or natural resources from which synthetic oil and gas can be extracted; or
|
(D)
|
Production of geothermal steam.
|
(i)
|
When deterministic methods are used, the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves. When probabilistic methods are used, there should be at least a 10% probability that the total quantities ultimately recovered will equal or exceed the proved plus probable plus possible reserves estimates.
|
(ii)
|
Possible reserves may be assigned to areas of a reservoir adjacent to probable reserves where data control and interpretations of available data are progressively less certain. Frequently, this will be in areas where geoscience and engineering data are unable to define clearly the area and vertical limits of commercial production from the reservoir by a defined project.
|
(iii)
|
Possible reserves also include incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than the recovery quantities assumed for probable reserves.
|
(iv)
|
The proved plus probable and proved plus probable plus possible reserves estimates must be based on reasonable alternative technical and commercial interpretations within the reservoir or subject project that are clearly documented, including comparisons to results in successful similar projects.
|
(v)
|
Possible reserves may be assigned where geoscience and engineering data identify directly adjacent portions of a reservoir within the same accumulation that may be separated from proved areas by faults with displacement less than formation thickness or other geological discontinuities and that have not been penetrated by a wellbore, and the registrant believes that such adjacent portions are in communication with the known (proved) reservoir. Possible reserves may be assigned to areas that are structurally higher or lower than the proved area if these areas are in communication with the proved reservoir.
|
(vi)
|
Pursuant to paragraph (a)(22)(iii) of this section, where direct observation has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves should be assigned in the structurally higher portions of the reservoir above the HKO only if the higher contact can be established with reasonable certainty through reliable technology. Portions of the reservoir that do not meet this reasonable certainty criterion may be assigned as probable and possible oil or gas based on reservoir fluid properties and pressure gradient interpretations.
|
(i)
|
When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates.
|
(ii)
|
Probable reserves may be assigned to areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if the interpreted reservoir continuity of structure or productivity does not meet the reasonable certainty criterion. Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir.
|
(iii)
|
Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves.
|
(iv)
|
See also guidelines in paragraphs (a)(17)(iv) and (a)(17)(vi) of this section.
|
(i)
|
Costs incurred to operate and maintain wells and related equipment and facilities, including depreciation and applicable operating costs of support equipment and facilities and other costs of operating and maintaining those wells and related equipment and facilities. They become part of the cost of oil and gas produced. Examples of production costs (sometimes called lifting costs) are:
|
(A)
|
Costs of labor to operate the wells and related equipment and facilities.
|
(B)
|
Repairs and maintenance.
|
(C)
|
Materials, supplies, and fuel consumed and supplies utilized in operating the wells and related equipment and facilities.
|
(D)
|
Property taxes and insurance applicable to proved properties and wells and related equipment and facilities.
|
(E)
|
Severance taxes.
|
(ii)
|
Some support equipment or facilities may serve two or more oil and gas producing activities and may also serve transportation, refining, and marketing activities. To the extent that the support equipment and facilities are used in oil and gas producing activities, their depreciation and applicable operating costs become exploration, development or production costs, as appropriate. Depreciation, depletion, and amortization of capitalized acquisition, exploration, and development costs are not production costs but also become part of the cost of oil and gas produced along with production (lifting) costs identified above.
|
(i)
|
The area of the reservoir considered as proved includes:
|
(A)
|
The area identified by drilling and limited by fluid contacts, if any, and
|
(B)
|
Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.
|
(ii)
|
In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.
|
(iii)
|
Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.
|
(iv)
|
Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:
|
(A)
|
Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and
|
(B)
|
The project has been approved for development by all necessary parties and entities, including governmental entities.
|
(v)
|
Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.
|
(i)
|
Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.
|
(ii)
|
Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time.
|
(iii)
|
Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in paragraph (a)(2) of this section, or by other evidence using reliable technology establishing reasonable certainty.
|
Jeffrey D. Wilson
|
Jeffery D. Wilson, P.E.
|
TBPE License No. 86426
|
Managing Senior Vice President
|
As of December 31, 2011
|
|
|
Proved
|
||||||||
|
|
|
|
|
|
Total
|
||||
|
|
Developed
|
|
Undeveloped
|
|
Proved
|
||||
Net Reserves of Properties
Audited by Ryder Scott
|
|
|
|
|
|
|
||||
Oil/Condensate - MBarrels
|
|
11,484
|
|
|
79,807
|
|
|
91,291
|
|
|
Plant Products - MBarrels
|
|
5,103
|
|
|
25,751
|
|
|
30,854
|
|
|
Gas - MMCF
|
|
42,964
|
|
|
229,032
|
|
|
271,996
|
|
|
MMBOE
|
|
23,748
|
|
|
143,730
|
|
|
167,478
|
|
Geographic Area
|
Price
Reference
|
Price
Reference
|
Average Benchmark Prices
|
Average Realized
Prices
|
North America
|
|
|
|
|
United States
|
Oil/Condensate
|
WTI Cushing
|
$96.19/Bbl
|
$100.78/Bbl
|
|
NGL
|
Mont Belvieu
|
$60.61/Bbl
|
$42.59/Bbl
|
|
Gas
|
Henry Hub
|
$2.76/MCF
|
$4.04/MCF
|
|
|
|
|
|
Angola
|
Oil/Condensate
|
Brent
|
$111.04/Bbl
|
$102.16/Bbl
|
|
Gas
|
Not Sold
|
NA
|
NA
|
(1)
|
completion intervals which are open at the time of the estimate, but which have not started producing;
|
(2)
|
wells which were shut-in for market conditions or pipeline connections; or
|
(3)
|
wells not capable of production for mechanical reasons.
|
(i)
|
Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.
|