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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Investment in our people to grow and maintain our capabilities and competencies to ensure shareholders access to the full global opportunity set
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•
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Relentless pursuit of operational and capital efficiency and recognition as the partner / operator of choice
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•
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Acceleration of resource development to optimize value, grow profitable volumes and replace reserves
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•
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Rigorous portfolio management integrated with robust capital allocation
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•
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Quality resource capture through a focused exploration program and opportunistic business development
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•
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Competitive shareholder value through disciplined long-term focus
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Productive Wells
(a)
|
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||||||||||||||
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Oil
|
|
Natural Gas
|
|
Service Wells
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Drilling Wells
|
||||||||||||||||
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Gross
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Net
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|
Gross
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|
Net
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|
Gross
|
|
Net
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|
Gross
|
|
Net
|
||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
6,632
|
|
|
2,568
|
|
|
2,763
|
|
|
1,482
|
|
|
2,349
|
|
|
744
|
|
|
58
|
|
|
28
|
|
E.G.
|
—
|
|
|
—
|
|
|
16
|
|
|
11
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Other Africa
|
1,072
|
|
|
175
|
|
|
7
|
|
|
1
|
|
|
99
|
|
|
16
|
|
|
8
|
|
|
1
|
|
Total Africa
|
1,072
|
|
|
175
|
|
|
23
|
|
|
12
|
|
|
101
|
|
|
17
|
|
|
8
|
|
|
1
|
|
Total Europe
|
77
|
|
|
34
|
|
|
40
|
|
|
16
|
|
|
28
|
|
|
11
|
|
|
—
|
|
|
—
|
|
Total Other International
|
—
|
|
|
—
|
|
|
—
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|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
1
|
|
Worldwide
|
7,781
|
|
|
2,777
|
|
|
2,826
|
|
|
1,510
|
|
|
2,478
|
|
|
772
|
|
|
68
|
|
|
30
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
6,191
|
|
|
2,315
|
|
|
3,208
|
|
|
1,906
|
|
|
2,328
|
|
|
736
|
|
|
|
|
|
||
E.G.
|
—
|
|
|
—
|
|
|
14
|
|
|
9
|
|
|
4
|
|
|
3
|
|
|
|
|
|
||
Other Africa
|
1,050
|
|
|
171
|
|
|
6
|
|
|
1
|
|
|
101
|
|
|
16
|
|
|
|
|
|
||
Total Africa
|
1,050
|
|
|
171
|
|
|
20
|
|
|
10
|
|
|
105
|
|
|
19
|
|
|
|
|
|
||
Total Europe
|
77
|
|
|
34
|
|
|
40
|
|
|
16
|
|
|
28
|
|
|
11
|
|
|
|
|
|
||
Worldwide
|
7,318
|
|
|
2,520
|
|
|
3,268
|
|
|
1,932
|
|
|
2,461
|
|
|
766
|
|
|
|
|
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
5,809
|
|
|
2,058
|
|
|
3,121
|
|
|
1,876
|
|
|
2,313
|
|
|
734
|
|
|
|
|
|
||
E.G.
|
—
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|
|
—
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|
|
14
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|
|
9
|
|
|
4
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|
|
3
|
|
|
|
|
|
||
Other Africa
(b)
|
—
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|
|
—
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|
|
—
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|
|
—
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|
|
1
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|
|
—
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|
|
|
|
|
||
Total Africa
|
—
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|
|
—
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|
|
14
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|
|
9
|
|
|
5
|
|
|
3
|
|
|
|
|
|
||
Total Europe
|
73
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|
|
31
|
|
|
40
|
|
|
16
|
|
|
28
|
|
|
10
|
|
|
|
|
|
||
Worldwide
|
5,882
|
|
|
2,089
|
|
|
3,175
|
|
|
1,901
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|
|
2,346
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|
747
|
|
|
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(a)
|
Of the gross productive wells, wells with multiple completions operated by us totaled
204
,
188
and
168
as of
December 31, 2013
,
2012
and
2011
. Information on wells with multiple completions operated by others is unavailable to us.
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(b)
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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
|
|
|
|||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S.
|
237
|
|
|
20
|
|
|
—
|
|
|
257
|
|
|
73
|
|
|
13
|
|
|
3
|
|
|
89
|
|
|
346
|
|
Total Africa
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|
7
|
|
Total Europe
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
2
|
|
Total Other International
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
Worldwide
|
241
|
|
|
20
|
|
|
—
|
|
|
261
|
|
|
74
|
|
|
13
|
|
|
8
|
|
|
95
|
|
|
356
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S.
|
172
|
|
|
21
|
|
|
2
|
|
|
195
|
|
|
117
|
|
|
13
|
|
|
9
|
|
|
139
|
|
|
334
|
|
Total Africa
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
5
|
|
Total Europe
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
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
|
|
(a)
|
Activity in Libya through February 2011.
|
|
Developed
|
|
Undeveloped
|
|
Developed and
Undeveloped
|
||||||||||||
(In thousands)
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
U.S.
|
1,720
|
|
|
1,289
|
|
|
695
|
|
|
523
|
|
|
2,415
|
|
|
1,812
|
|
Canada
|
—
|
|
|
—
|
|
|
142
|
|
|
54
|
|
|
142
|
|
|
54
|
|
Total North America
|
1,720
|
|
|
1,289
|
|
|
837
|
|
|
577
|
|
|
2,557
|
|
|
1,866
|
|
E.G.
|
45
|
|
|
29
|
|
|
183
|
|
|
164
|
|
|
228
|
|
|
193
|
|
Other Africa
|
12,921
|
|
|
2,109
|
|
|
18,549
|
|
|
4,463
|
|
|
31,470
|
|
|
6,572
|
|
Total Africa
|
12,966
|
|
|
2,138
|
|
|
18,732
|
|
|
4,627
|
|
|
31,698
|
|
|
6,765
|
|
Total Europe
|
179
|
|
|
88
|
|
|
2,030
|
|
|
748
|
|
|
2,209
|
|
|
836
|
|
Other International
|
—
|
|
|
—
|
|
|
466
|
|
|
145
|
|
|
466
|
|
|
145
|
|
Worldwide
|
14,865
|
|
|
3,515
|
|
|
22,065
|
|
|
6,097
|
|
|
36,930
|
|
|
9,612
|
|
|
Net Undeveloped Acres Expiring
|
||||||||
(In thousands)
|
2014
|
|
2015
|
|
2016
|
|
|||
U.S.
|
145
|
|
|
60
|
|
|
46
|
|
|
E.G.
(a)
|
36
|
|
|
—
|
|
|
—
|
|
|
Other Africa
|
189
|
|
|
2,605
|
|
|
189
|
|
|
Total Africa
|
225
|
|
|
2,605
|
|
|
189
|
|
|
Total Europe
|
216
|
|
|
372
|
|
|
1
|
|
|
Other International
|
—
|
|
|
20
|
|
|
—
|
|
|
Worldwide
|
586
|
|
|
3,057
|
|
|
236
|
|
|
|
North America
|
|
Africa
|
|
Europe
|
|
|
|
|
|||||||||||||||||
December 31, 2013
|
U.S.
|
|
Canada
|
|
Total
|
|
E.G.
|
|
Other
|
|
Total
|
|
Total
|
|
Disc Ops
|
|
Grand
Total
|
|||||||||
Proved Developed Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Liquid hydrocarbons
(mmbbl)
|
292
|
|
|
—
|
|
|
292
|
|
|
55
|
|
|
176
|
|
|
231
|
|
|
78
|
|
|
19
|
|
|
620
|
|
Natural gas
(bcf)
|
540
|
|
|
—
|
|
|
540
|
|
|
823
|
|
|
95
|
|
|
918
|
|
|
41
|
|
|
—
|
|
|
1,499
|
|
Synthetic crude oil
(mmbbl)
|
—
|
|
|
674
|
|
|
674
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
674
|
|
Total proved developed reserves
(mmboe)
|
382
|
|
|
674
|
|
|
1,056
|
|
|
193
|
|
|
192
|
|
|
385
|
|
|
84
|
|
|
19
|
|
|
1,544
|
|
Proved Undeveloped Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Liquid hydrocarbons
(mmbbl)
|
324
|
|
|
—
|
|
|
324
|
|
|
43
|
|
|
39
|
|
|
82
|
|
|
11
|
|
|
9
|
|
|
426
|
|
Natural gas
(bcf)
|
485
|
|
|
—
|
|
|
485
|
|
|
497
|
|
|
110
|
|
|
607
|
|
|
80
|
|
|
—
|
|
|
1,172
|
|
Synthetic crude oil
(mmbbl)
|
—
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
Total proved undeveloped reserves
(mmboe)
|
405
|
|
|
6
|
|
|
411
|
|
|
125
|
|
|
57
|
|
|
182
|
|
|
25
|
|
|
9
|
|
|
627
|
|
Total Proved Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Liquid hydrocarbons
(mmbbl)
|
616
|
|
|
—
|
|
|
616
|
|
|
98
|
|
|
215
|
|
|
313
|
|
|
89
|
|
|
28
|
|
|
1,046
|
|
Natural gas
(bcf)
|
1,025
|
|
|
—
|
|
|
1,025
|
|
|
1,320
|
|
|
205
|
|
|
1,525
|
|
|
121
|
|
|
—
|
|
|
2,671
|
|
Synthetic crude oil
(mmbbl)
|
—
|
|
|
680
|
|
|
680
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
680
|
|
Total proved reserves
(mmboe)
|
787
|
|
|
680
|
|
|
1,467
|
|
|
318
|
|
|
249
|
|
|
567
|
|
|
109
|
|
|
28
|
|
|
2,171
|
|
|
North America
|
|
Africa
|
|
Europe
|
|
|
|
|
|||||||||||||||||
December 31, 2012
|
U.S.
|
|
Canada
|
|
Total
|
|
E.G.
|
|
Other
|
|
Total
|
|
Total
|
|
Disc Ops
|
|
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
|
|
|
41
|
|
|
83
|
|
|
5
|
|
|
18
|
|
|
383
|
|
Natural gas
(bcf)
|
497
|
|
|
—
|
|
|
497
|
|
|
444
|
|
|
110
|
|
|
554
|
|
|
75
|
|
|
—
|
|
|
1,126
|
|
Total proved undeveloped reserves
(mmboe)
|
360
|
|
|
—
|
|
|
360
|
|
|
116
|
|
|
59
|
|
|
175
|
|
|
18
|
|
|
18
|
|
|
571
|
|
Total Proved Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Liquid hydrocarbons
(mmbbl)
|
475
|
|
|
—
|
|
|
475
|
|
|
110
|
|
|
209
|
|
|
319
|
|
|
89
|
|
|
18
|
|
|
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
|
|
|
244
|
|
|
591
|
|
|
106
|
|
|
18
|
|
|
2,017
|
|
|
North America
|
|
Africa
|
|
Europe
|
|
|
|
|
|||||||||||||||||
December 31, 2011
|
U.S.
|
|
Canada
|
|
Total
|
|
E.G.
|
|
Other
|
|
Total
|
|
Total
|
|
Disc Ops
|
|
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
|
|
|
43
|
|
|
82
|
|
|
13
|
|
|
18
|
|
|
251
|
|
Natural gas
(bcf)
|
321
|
|
|
—
|
|
|
321
|
|
|
467
|
|
|
—
|
|
|
467
|
|
|
79
|
|
|
—
|
|
|
867
|
|
Total proved undeveloped reserves
(mmboe)
|
191
|
|
|
—
|
|
|
191
|
|
|
117
|
|
|
43
|
|
|
160
|
|
|
26
|
|
|
18
|
|
|
395
|
|
Total Proved Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Liquid hydrocarbons
(mmbbl)
|
279
|
|
|
—
|
|
|
279
|
|
|
117
|
|
|
222
|
|
|
339
|
|
|
97
|
|
|
18
|
|
|
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
|
|
|
239
|
|
|
618
|
|
|
117
|
|
|
18
|
|
|
1,800
|
|
(mmboe)
|
|
|
Beginning of year
|
571
|
|
Revisions of previous estimates
|
4
|
|
Improved recovery
|
7
|
|
Purchases of reserves in place
|
16
|
|
Extensions, discoveries, and other additions
|
142
|
|
Dispositions
|
(4
|
)
|
Transfer to Proved Developed
|
(109
|
)
|
End of year
|
627
|
|
|
North America
|
|
Africa
|
|
Europe
|
|
|
|
|
|||||||||||||||||
|
U.S.
|
|
Canada
|
|
Total
|
|
E.G.
|
|
Other
|
|
Total
|
|
Total
|
|
Disc Ops
|
|
Grand
Total
|
|||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liquid hydrocarbons
(mbbld)
(a)
|
149
|
|
|
—
|
|
|
149
|
|
|
34
|
|
|
24
|
|
|
58
|
|
|
86
|
|
|
10
|
|
|
303
|
|
Natural gas
(mmcfd)
(b)(c)
|
312
|
|
|
—
|
|
|
312
|
|
|
442
|
|
|
22
|
|
|
464
|
|
|
76
|
|
|
—
|
|
|
852
|
|
Synthetic crude oil
(mbbld)
(d)
|
—
|
|
|
42
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
Total production sold
(mboed)
|
201
|
|
|
42
|
|
|
243
|
|
|
107
|
|
|
27
|
|
|
134
|
|
|
99
|
|
|
10
|
|
|
486
|
|
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)
(d)
|
—
|
|
|
41
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41
|
|
Total production sold
(mboed)
|
166
|
|
|
41
|
|
|
207
|
|
|
108
|
|
|
44
|
|
|
152
|
|
|
111
|
|
|
—
|
|
|
470
|
|
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)
(d)
|
—
|
|
|
38
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
Total production sold
(mboed)
|
129
|
|
|
38
|
|
|
167
|
|
|
112
|
|
|
5
|
|
|
117
|
|
|
115
|
|
|
—
|
|
|
399
|
|
(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 prior to our disposal of those assets in 2013 that were stored for later sale in response to seasonal demand, although our reserves had been reduced by those volumes.
|
(c)
|
Excludes volumes acquired from third parties for injection and subsequent resale.
|
(d)
|
Upgraded bitumen excluding blendstocks.
|
|
North America
|
|
Africa
|
|
Europe
|
|
|
|
|
||||||||||||||||||||||||||
(Dollars per unit)
|
U.S.
|
|
Canada
|
|
Total
|
|
E.G.
|
|
Other
|
|
Total
|
|
Total
|
|
Disc Ops
|
|
Grand
Total
|
||||||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Liquid hydrocarbons
(bbl)
|
$
|
85.20
|
|
|
$
|
—
|
|
|
$
|
85.20
|
|
|
$
|
60.34
|
|
|
$
|
122.92
|
|
|
$
|
86.29
|
|
|
$
|
112.60
|
|
|
$
|
104.77
|
|
|
$
|
93.83
|
|
Natural gas
(mcf)
|
3.84
|
|
|
—
|
|
|
3.84
|
|
|
0.24
|
|
(a)
|
5.44
|
|
|
0.49
|
|
|
12.13
|
|
|
—
|
|
|
2.75
|
|
|||||||||
Synthetic crude oil
(bbl)
|
—
|
|
|
87.51
|
|
|
87.51
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87.51
|
|
|||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Liquid hydrocarbons
(bbl)
|
$
|
85.80
|
|
|
$
|
—
|
|
|
$
|
85.80
|
|
|
$
|
64.33
|
|
|
$
|
127.31
|
|
|
$
|
98.52
|
|
|
$
|
115.16
|
|
|
$
|
—
|
|
|
$
|
99.46
|
|
Natural gas
(mcf)
|
3.92
|
|
|
—
|
|
|
3.92
|
|
|
0.24
|
|
(a)
|
5.76
|
|
|
0.43
|
|
|
10.45
|
|
|
—
|
|
|
2.80
|
|
|||||||||
Synthetic crude oil
(bbl)
|
—
|
|
|
81.72
|
|
|
81.72
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81.72
|
|
|||||||||
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
|
|
(a)
|
0.70
|
|
|
0.24
|
|
|
9.75
|
|
|
—
|
|
|
2.96
|
|
|||||||||
Synthetic crude oil
(bbl)
|
—
|
|
|
91.65
|
|
|
91.65
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91.65
|
|
(a)
|
Primarily represents fixed prices under long-term contracts with Alba Plant LLC, AMPCO and EGHoldings, which are equity method investees. We include our share of income from each of these equity method investees in our International E&P Segment.
|
|
North America
|
|
Africa
|
|
Europe
|
|
|
|
|
||||||||||||||||||||||||||
(Dollars per boe)
|
U.S.
|
|
Canada
(b)
|
|
Total
|
|
E.G.
|
|
Other
(c)
|
|
Total
|
|
Total
|
|
Disc Ops
|
|
Grand
Total
|
||||||||||||||||||
2013
|
$
|
13.60
|
|
|
$
|
55.42
|
|
|
$
|
20.79
|
|
|
$
|
2.88
|
|
|
$
|
7.40
|
|
|
$
|
3.80
|
|
|
$
|
13.68
|
|
|
$
|
11.89
|
|
|
$
|
14.47
|
|
2012
|
13.61
|
|
|
53.61
|
|
|
21.51
|
|
|
3.59
|
|
|
3.57
|
|
|
3.59
|
|
|
9.62
|
|
|
—
|
|
|
12.91
|
|
|||||||||
2011
|
16.51
|
|
|
59.04
|
|
|
25.97
|
|
|
2.92
|
|
|
12.22
|
|
|
3.34
|
|
|
8.85
|
|
|
—
|
|
|
14.42
|
|
(a)
|
Production, severance and property taxes are excluded from the production costs used in this calculation. See Item 8. Financial Statements and Supplementary Data – Supplementary Information on Oil and Gas Producing Activities - Results of Operations for Oil and Gas Production Activities for more information regarding production cost.
|
(b)
|
Production costs in 2011 include a $64 million water abatement accrual.
|
(c)
|
Production operations ceased in Libya in February 2011, resuming in 2012, but ceased again in the third quarter of 2013. Fixed costs continue to be incurred in these periods of downtime.
|
Lee M. Tillman
|
|
52
|
|
President and Chief Executive Officer
|
John R. Sult
|
|
54
|
|
Executive Vice President and Chief Financial Officer
|
Sylvia J. Kerrigan
|
|
48
|
|
Executive Vice President, General Counsel and Secretary
|
Annell R. Bay
|
|
58
|
|
Vice President, Global Exploration
|
T. Mitch Little
|
|
50
|
|
Vice President, International and Offshore Production Operations
|
Lance W. Robertson
|
|
41
|
|
Vice President, North America Production Operations
|
Howard J. Thill
|
|
54
|
|
Vice President, Corporate, Government and Investor Relations
|
•
|
Mr. Tillman was appointed president and chief executive officer effective August 2013. Mr. Tillman is also a member of our Board of Directors. Prior to this appointment, Mr. Tillman served as vice president of engineering for ExxonMobil Development Company. Between 2007 and 2010, Mr. Tillman served as North Sea production manager and lead country manager for subsidiaries of ExxonMobil, located in Stavanger, Norway. Mr. Tillman began his career in the oil and gas industry at Exxon Corporation in 1989 as a research engineer and has extensive operations management and leadership experience.
|
•
|
Mr. Sult was appointed executive vice president and chief financial officer effective September 2013. Prior to this appointment, Mr. Sult served as executive vice president and chief financial officer of El Paso Corporation from 2010 to 2012, senior vice president and chief financial officer from 2009 until 2010, and senior vice president, chief accounting officer and controller from 2005 until 2009.
|
•
|
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.
|
•
|
Mr. Little was appointed vice president, international and offshore production operations in September 2013 and served as 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, North America production operations in September 2013 and served as vice president, Eagle Ford production operations since 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. Thill was appointed vice president, corporate, government and investor relations effective January 2014, and vice president, investor relations and public affairs effective January 2008. Mr. Thill was previously director of investor relations from April 2003 to December 2007.
|
•
|
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 or 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.
|
|
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)
|
||||
10/01/13 – 10/31/13
|
9,404
|
|
|
|
$35.07
|
|
—
|
|
|
$
|
1,280,820,541
|
|
11/01/13 – 11/30/13
|
5,381
|
|
|
|
$35.18
|
|
—
|
|
|
$
|
1,280,820,541
|
|
12/01/13 – 12/31/13
|
33,682
|
|
(b)
|
|
$35.84
|
|
—
|
|
|
$
|
2,500,000,000
|
|
Total
|
48,467
|
|
|
|
$35.62
|
|
—
|
|
|
|
(a)
|
21,898
shares of restricted stock were delivered by employees to Marathon Oil, upon vesting, to satisfy tax withholding requirements.
|
(b)
|
In December 2013,
26,569
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)
|
In December 2013, our Board of Directors increased the authorization for repurchases of our common stock by $1.2 billion, bringing the remaining share repurchase authorization to $2.5 billion. As of
December 31, 2013
, we had repurchased 92 million common shares at a cost of $3,722 million, which includes transaction fees and commissions that are not reported in the table above. Of this total, 14 million shares were acquired at a cost of $500 million during the third quarter of 2013, 12 million shares at a cost of $300 million in the third quarter of 2011 and 66 million shares for $2,922 million prior to the spin-off of our downstream business.
|
(In millions, except per share data)
|
2013
(a)(b)
|
|
2012
(a)(b)
|
|
2011
(a)(b)
|
|
2010
(a)(b)
|
|
2009
(b)
|
||||||||||
Statement of Income Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
14,501
|
|
|
$
|
15,692
|
|
|
$
|
14,669
|
|
|
$
|
11,690
|
|
|
$
|
8,524
|
|
Income from continuing operations
|
1,593
|
|
|
1,613
|
|
|
1,718
|
|
|
1,448
|
|
|
756
|
|
|||||
Net income
|
1,753
|
|
|
1,582
|
|
|
2,946
|
|
|
2,568
|
|
|
1,463
|
|
|||||
Per Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$2.26
|
|
$2.28
|
|
$2.42
|
|
$2.04
|
|
$1.06
|
||||||||||
Net income
|
$2.49
|
|
$2.24
|
|
$4.15
|
|
$3.62
|
|
$2.06
|
||||||||||
Diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$2.24
|
|
$2.27
|
|
$2.41
|
|
$2.03
|
|
$1.06
|
||||||||||
Net income
|
$2.47
|
|
$2.23
|
|
$4.13
|
|
$3.61
|
|
$2.06
|
||||||||||
Statement of Cash Flows Data
(b)
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property, plant and equipment related to continuing operations
|
$
|
4,766
|
|
|
$
|
4,593
|
|
|
$
|
2,986
|
|
|
$
|
3,269
|
|
|
$
|
3,056
|
|
Dividends paid
|
508
|
|
|
480
|
|
|
567
|
|
|
704
|
|
|
679
|
|
|||||
Dividends per share
|
$0.72
|
|
$0.68
|
|
$0.80
|
|
$0.99
|
|
$0.96
|
||||||||||
Balance Sheet Data as of December 31:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
35,620
|
|
|
$
|
35,306
|
|
|
$
|
31,371
|
|
|
$
|
50,014
|
|
|
$
|
47,052
|
|
Total long-term debt, including capitalized leases
|
6,394
|
|
|
6,512
|
|
|
4,674
|
|
|
7,601
|
|
|
8,436
|
|
(a)
|
Includes impairments of $96 million, $371 million, $310 million and $447 million in 2013, 2012, 2011 and 2010 (see Item 8. Financial Statements and Supplementary Data – Note 15 to the consolidated financial statements).
|
(b)
|
We entered into agreements to sell our Angola assets in 2013 (see Item 8. Financial Statements and Supplementary Data – Note
6
to the consolidated financial statements); our downstream business was spun-off on June 30, 2011 (see Item 8. Financial Statements and Supplementary Data – Note
3
to the consolidated financial statements); and our Ireland and previous Gabon businesses were sold in 2009. The applicable periods have been recast to reflect these businesses in discontinued operations.
|
•
|
North America E&P – explores for, produces and markets liquid hydrocarbons and natural gas in North America;
|
•
|
International E&P – explores for, produces and markets liquid hydrocarbons and natural gas outside of North America and produces and markets products manufactured from natural gas, such as LNG and methanol, in E.G.; and
|
•
|
Oil Sands Mining – 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.
|
Benchmark
|
2013
|
|
2012
|
|
2011
|
WTI crude oil
(Dollars per bbl)
|
$98.05
|
|
$94.15
|
|
$95.11
|
Brent (Europe) crude oil
(Dollars per bbl)
|
$108.64
|
|
$111.65
|
|
$111.26
|
Henry Hub natural gas
(Dollars per mmbtu)
(a)
|
$3.65
|
|
$2.79
|
|
$4.04
|
(a)
|
Settlement date average.
|
Benchmark
|
2013
|
|
2012
|
|
2011
|
WTI crude oil
(Dollars per bbl)
|
$98.05
|
|
$94.15
|
|
$95.11
|
WCS
(Dollars per bbl)
(a)
|
$72.77
|
|
$73.18
|
|
$77.97
|
AECO natural gas sales index
(Dollars per mmbtu)
(b)
|
$3.08
|
|
$2.39
|
|
$3.68
|
(a)
|
Monthly pricing based upon average WTI adjusted for differentials unique to western Canada.
|
(b)
|
Monthly average day ahead index.
|
•
|
North America E&P net sales volumes averaged
201
mboed, a 21 percent increase over last year
|
•
|
Eagle Ford averaged net sales volumes of
81
mboed, a 136 percent increase
|
•
|
Bakken averaged net sales volumes of
39
mboed, a 34 percent increase
|
•
|
Oklahoma resource basins averaged net sales volumes of
14
mboed, a 68 percent increase
|
•
|
Proved reserve replacement of 194 percent, excluding dispositions
|
•
|
Total net proved reserves increased 8 percent to approximately 2.2 billion boe
|
•
|
Quality resource capture through focused exploration
|
•
|
Mirawa-1 discovery on operated Harir block in the Kurdistan Region of Iraq
|
•
|
Diaman-1B discovery on non-operated Diaba License in Gabon
|
•
|
Atrush block received approval from the KRG for the first phase of oil development in the Kurdistan Region of Iraq
|
•
|
Shenandoah and Gunflint (both non-operated) prospects had successful appraisal wells in the Gulf of Mexico
|
•
|
Rigorous portfolio management
|
•
|
Exceeded three-year $1.5 billion to $3 billion divestiture target
|
•
|
Agreements to sell working interests in Angola Blocks 31 and 32 with an aggregate transaction value of $2.1 billion, before closing adjustments
|
•
|
Sold our interests in Alaska, the DJ Basin and the Neptune gas plant
|
•
|
Acquired 4,800 additional net acres in the core of the Eagle Ford shale
|
•
|
Grew SCOOP acreage position over 20 percent
|
•
|
Commenced efforts to market our U.K. and Norway assets
|
•
|
Competitive shareholder value
|
•
|
Increased dividend by 12 percent to 19 cents per share
|
•
|
Repurchased 14 million common shares for $500 million
|
•
|
Announced $500 million share repurchase to begin upon closing of Angola Block 31 sale
|
•
|
Authorized $1.2 billion increase in share repurchase program to $2.5 billion remaining
|
•
|
Closed sale of our interest in Angola Block 31
|
(In millions)
|
2013
|
2012
|
||||
Sales and other operating revenues, including related party
|
|
|
||||
North America E&P
|
$
|
5,068
|
|
$
|
3,944
|
|
International E&P
|
5,827
|
|
7,445
|
|
||
Oil Sands Mining
|
1,576
|
|
1,521
|
|
||
Segment sales and other operating revenues, including related party
|
12,471
|
|
12,910
|
|
||
Unrealized gain (loss) on crude oil derivative instruments
|
(52
|
)
|
53
|
|
||
Sales and other operating revenues, including related party
|
$
|
12,419
|
|
$
|
12,963
|
|
|
2013
|
2012
|
||
North America E&P Operating Statistics
|
|
|
||
Net liquid hydrocarbon sales volumes
(mbbld)
|
149
|
|
107
|
|
Liquid hydrocarbon average price realizations
(per bbl)
(a) (b)
|
$85.20
|
$85.80
|
||
Net crude oil and condensate sales volumes
(mbbld)
|
126
|
|
96
|
|
Crude oil and condensate average price realizations
(per bbl)
(a)
|
$94.19
|
$91.30
|
||
Net natural gas liquids sales volumes
(mbbld)
|
23
|
|
11
|
|
Natural gas liquids average price realizations
(per bbl)
(a)
|
$35.12
|
$39.57
|
||
Net natural gas sales volumes
(mmcfd)
|
312
|
|
358
|
|
Natural gas average price realizations
(per mcf)
(a)
|
$3.84
|
$3.92
|
(a)
|
Excludes gains and losses on derivative instruments.
|
(b)
|
Inclusion of realized gains (losses) on crude oil derivative instruments would have increased (decreased) average liquid hydrocarbon price realizations per bbl by
$(0.27)
for
2013
and
$0.40
for
2012
.
|
|
2013
|
2012
|
||
International E&P Operating Statistics
|
|
|
||
Net liquid hydrocarbon sales
volumes
(mbbld)
(a)
|
|
|
||
Europe
|
86
|
|
97
|
|
Africa
|
58
|
|
78
|
|
Total International E&P
|
144
|
|
175
|
|
Liquid hydrocarbon average price realizations
(per bbl)
|
|
|
||
Europe
|
$112.60
|
$115.16
|
||
Africa
|
$86.29
|
$98.52
|
||
Total International E&P
|
$102.10
|
$107.78
|
||
Net natural gas sales volumes
(mmcfd)
|
|
|
||
Europe
(b)
|
83
|
|
101
|
|
Africa
|
464
|
|
443
|
|
Total International E&P
|
547
|
|
544
|
|
Natural gas average price realizations
(per mcf)
|
|
|
||
Europe
|
$12.08
|
$10.47
|
||
Africa
(c)
|
$0.49
|
$0.43
|
||
Total International E&P
|
$2.25
|
$2.29
|
(a)
|
Corresponds with the basis for fiscal settlements with governments, representing equity tanker liftings and direct deliveries of liquid hydrocarbons.
|
(b)
|
Includes natural gas acquired for injection and subsequent resale of
7
mmcfd and
15
mmcfd for
2013
and
2012
.
|
(c)
|
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, AMPCO's and EGHoldings' income in our International E&P segment.
|
|
2013
|
2012
|
||
Oil Sands Mining Operating Statistics
|
|
|
||
Net synthetic crude oil sales volumes
(mbbld)
(a)
|
48
|
|
47
|
|
Synthetic crude oil average price realizations
(per bbl)
|
$87.51
|
$81.72
|
(a)
|
Includes blendstocks.
|
($ per boe)
|
2013
|
2012
|
||||
North America E&P
|
|
$10.86
|
|
|
$11.59
|
|
International E&P
|
|
$6.24
|
|
|
$5.13
|
|
Oil Sands Mining
(a)
|
|
$46.30
|
|
$45.95
|
(a)
|
Production expense per synthetic crude oil barrel (before royalties) includes production costs, shipping and handling, taxes other than income and insurance costs and excludes pre-development costs.
|
(In millions)
|
2013
|
2012
|
||||
Unproved property impairments
|
$
|
580
|
|
$
|
227
|
|
Dry well costs
|
218
|
|
230
|
|
||
Geological and geophysical
|
84
|
|
135
|
|
||
Other
|
106
|
|
114
|
|
||
Total exploration expenses
|
$
|
988
|
|
$
|
706
|
|
($ per boe)
|
2013
|
2012
|
||||
North America E&P
|
|
$26.23
|
|
|
$23.45
|
|
International E&P
|
|
$7.26
|
|
|
$8.08
|
|
Oil Sands Mining
|
|
$12.39
|
|
|
$12.57
|
|
|
2013
|
|
2012
|
||
Statutory rate applied to income from continuing operations before income taxes
|
35
|
%
|
|
35
|
%
|
Effects of foreign operations, including foreign tax credits
|
14
|
|
|
18
|
|
Adjustments to valuation allowances
|
18
|
|
|
21
|
|
Other
|
1
|
|
|
—
|
|
Effective income tax rate on continuing operations
|
68
|
%
|
|
74
|
%
|
(In millions)
|
2013
|
|
2012
|
||||
North America E&P
|
$
|
529
|
|
|
$
|
382
|
|
International E&P
|
1,423
|
|
|
1,660
|
|
||
Oil Sands Mining
|
206
|
|
|
171
|
|
||
Segment income
|
2,158
|
|
|
2,213
|
|
||
Items not allocated to segments, net of income taxes:
|
|
|
|
||||
Corporate and other unallocated items
|
(473
|
)
|
|
(475
|
)
|
||
Unrealized gain (loss) on crude oil derivative instruments
|
(33
|
)
|
|
34
|
|
||
Net gain (loss) on dispositions
|
(20
|
)
|
|
72
|
|
||
Impairments
|
(39
|
)
|
|
(231
|
)
|
||
Income from continuing operations
|
1,593
|
|
|
1,613
|
|
||
Discontinued operations
|
160
|
|
|
(31
|
)
|
||
Net income
|
$
|
1,753
|
|
|
$
|
1,582
|
|
(In millions)
|
2012
|
2011
|
||||
Sales and other operating revenues, including related party
|
|
|
||||
North America E&P
|
$
|
3,944
|
|
$
|
3,364
|
|
International E&P
|
7,445
|
|
5,851
|
|
||
Oil Sands Mining
|
1,521
|
|
1,535
|
|
||
Segment sales and other operating revenues, including related party
|
12,910
|
|
10,750
|
|
||
Unrealized gain (loss) on crude oil derivative instruments
|
53
|
|
—
|
|
||
Sales and other operating revenues, including related party
|
$
|
12,963
|
|
$
|
10,750
|
|
|
2012
|
2011
|
||
North America E&P Operating Statistics
|
|
|
||
Net liquid hydrocarbon sales volumes
(mbbld)
|
107
|
|
75
|
|
Liquid hydrocarbon average price realizations
(per bbl)
(a)(b)
|
$85.80
|
$92.55
|
||
Net crude oil and condensate sales volumes
(mbbld)
|
96
|
|
70
|
|
Crude oil and condensate average price realizations
(per bbl)
(a)
|
$91.30
|
$94.80
|
||
Net natural gas liquids sales volumes
(mbbld)
|
11
|
|
5
|
|
Natural gas liquids average price realizations
(per bbl)
(a)
|
$39.57
|
$58.53
|
||
Net natural gas sales volumes
(mmcfd)
|
358
|
|
326
|
|
Natural gas average price realizations
(per mcf)
(a)
|
$3.92
|
$4.95
|
(a)
|
Excludes gains and losses on derivative instruments.
|
(b)
|
Inclusion of realized gains on crude oil derivative instruments would have increased average liquid hydrocarbon price realizations by
$0.40
per bbl for
2012
. There were no crude oil derivative instruments in
2011
.
|
|
2012
|
2011
|
||
International E&P Operating Statistics
|
|
|
||
Net liquid hydrocarbon sales
volumes
(mbbld)
(a)
|
|
|
||
Europe
|
97
|
|
101
|
|
Africa
|
78
|
|
43
|
|
Total International E&P
|
175
|
|
144
|
|
Liquid hydrocarbon average price realizations
(per bbl)
|
|
|
||
Europe
|
$115.16
|
$115.55
|
||
Africa
|
$98.52
|
$73.21
|
||
Total International E&P
|
$107.78
|
$102.96
|
||
Net natural gas sales volumes
(mmcfd)
|
|
|
||
Europe
(b)
|
101
|
|
97
|
|
Africa
|
443
|
|
443
|
|
Total International E&P
|
544
|
|
540
|
|
Natural gas average price realizations
(per mcf)
|
|
|
||
Europe
|
$10.47
|
$9.84
|
||
Africa
(c)
|
$0.43
|
$0.24
|
||
Total International E&P
|
$2.29
|
$1.97
|
(a)
|
Corresponds with the basis for fiscal settlements with governments, representing equity tanker liftings and direct deliveries of liquid hydrocarbons.
|
(b)
|
Includes natural gas acquired for injection and subsequent resale of
15
mmcfd and
16
mmcfd for
2012
and
2011
.
|
(c)
|
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, AMPCO's and EGHoldings' income in our International E&P segment.
|
|
2012
|
2011
|
||
Oil Sands Mining Operating Statistics
|
|
|
||
Net synthetic crude oil sales volumes
(mbbld)
(a)
|
47
|
|
43
|
|
Synthetic crude oil average price realizations
(per bbl)
|
$81.72
|
$91.65
|
(a)
|
Includes blendstocks.
|
($ per boe)
|
2012
|
2011
|
||||
North America E&P
|
|
$11.59
|
|
|
$11.51
|
|
International E&P
|
|
$5.13
|
|
|
$4.80
|
|
Oil Sands Mining
(a)
|
|
$45.95
|
|
|
$46.27
|
|
(a)
|
Production expense per synthetic crude oil barrel (before royalties) includes production costs, shipping and handling, taxes other than income and insurance costs and excludes pre-development costs.
|
(In millions)
|
2012
|
2011
|
||||
Unproved property impairments
|
$
|
227
|
|
$
|
79
|
|
Dry well costs
|
230
|
|
278
|
|
||
Geological and geophysical
|
135
|
|
124
|
|
||
Other
|
114
|
|
160
|
|
||
Total exploration expenses
|
$
|
706
|
|
$
|
641
|
|
($ per boe)
|
2012
|
2011
|
||||
North America E&P
|
|
$23.45
|
|
|
$25.15
|
|
International E&P
|
|
$8.08
|
|
|
$9.70
|
|
Oil Sands Mining
|
|
$12.57
|
|
|
$12.43
|
|
|
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
|
||||
North America E&P
|
$
|
382
|
|
|
$
|
392
|
|
International E&P
|
1,660
|
|
|
1,991
|
|
||
Oil Sands Mining
|
171
|
|
|
261
|
|
||
Segment income
|
2,213
|
|
|
2,644
|
|
||
Items not allocated to segments, net of income taxes:
|
|
|
|
||||
Corporate and other unallocated items
|
(475
|
)
|
|
(359
|
)
|
||
Unrealized gain on crude oil derivative instruments
|
34
|
|
|
—
|
|
||
Net gain on dispositions
|
72
|
|
|
45
|
|
||
Impairments
|
(231
|
)
|
|
(195
|
)
|
||
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
|
1,613
|
|
|
1,718
|
|
||
Discontinued operations
|
(31
|
)
|
|
1,228
|
|
||
Net income
|
$
|
1,582
|
|
|
$
|
2,946
|
|
(Dollars in millions)
|
2013
|
|
2012
|
||||
Commercial paper
|
$
|
135
|
|
|
$
|
200
|
|
Long-term debt due within one year
|
68
|
|
|
184
|
|
||
Long-term debt
|
6,394
|
|
|
6,512
|
|
||
Total debt
|
$
|
6,597
|
|
|
$
|
6,896
|
|
Cash
|
$
|
264
|
|
|
$
|
684
|
|
Equity
|
$
|
19,344
|
|
|
$
|
18,283
|
|
Calculation:
|
|
|
|
||||
Total debt
|
$
|
6,597
|
|
|
$
|
6,896
|
|
Minus cash
|
264
|
|
|
684
|
|
||
Total debt minus cash
|
6,333
|
|
|
6,212
|
|
||
Total debt
|
6,597
|
|
|
6,896
|
|
||
Plus equity
|
19,344
|
|
|
18,283
|
|
||
Minus cash
|
264
|
|
|
684
|
|
||
Total debt plus equity minus cash
|
$
|
25,677
|
|
|
$
|
24,495
|
|
Cash-adjusted debt-to-capital ratio
|
25
|
%
|
|
25
|
%
|
(In millions)
|
Total
|
|
2014
|
|
2015-
2016
|
|
2017-
2018
|
|
Later
Years
|
||||||||||
Short and long-term debt (excludes interest)
(a)
|
$
|
6,572
|
|
|
$
|
203
|
|
|
$
|
1,068
|
|
|
$
|
1,536
|
|
|
$
|
3,765
|
|
Lease obligations
|
235
|
|
|
46
|
|
|
78
|
|
|
44
|
|
|
67
|
|
|||||
Purchase obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and gas activities
(b)
|
1,294
|
|
|
742
|
|
|
391
|
|
|
74
|
|
|
87
|
|
|||||
Service and materials contracts
(c)
|
925
|
|
|
192
|
|
|
231
|
|
|
100
|
|
|
402
|
|
|||||
Transportation and related contracts
|
1,345
|
|
|
211
|
|
|
330
|
|
|
201
|
|
|
603
|
|
|||||
Drilling rigs and fracturing crews
(d)
|
1,037
|
|
|
554
|
|
|
461
|
|
|
22
|
|
|
—
|
|
|||||
Other
|
237
|
|
|
42
|
|
|
57
|
|
|
32
|
|
|
106
|
|
|||||
Total purchase obligations
|
4,838
|
|
|
1,741
|
|
|
1,470
|
|
|
429
|
|
|
1,198
|
|
|||||
Other long-term liabilities reported in the consolidated balance sheet
(e)
|
1,258
|
|
|
181
|
|
|
276
|
|
|
244
|
|
|
557
|
|
|||||
Total contractual cash obligations
(f)
|
$
|
12,903
|
|
|
$
|
2,171
|
|
|
$
|
2,892
|
|
|
$
|
2,253
|
|
|
$
|
5,587
|
|
(a)
|
We anticipate cash payments for interest of $299 million for
2014
, $596 million for 2015-2016, $520 million for 2017-2018 and $2,619 million for the remaining years for a total of $4,034 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)
|
Some contracts may be canceled at an amount less than the contract amount. Were we to elect that option where possible at December 31, 2013 our minimum commitment would be $905 million.
|
(e)
|
Primarily includes obligations for pension and other postretirement benefits including medical and life insurance. We have estimated projected funding requirements through 2023. Also includes amounts for uncertain tax positions.
|
(f)
|
This table does not include the estimated discounted liability for dismantlement, abandonment and restoration costs of oil and gas properties of $2,096 million. See Item 8. Financial Statements and Supplementary Data – Note
18
to the consolidated financial statements.
|
(In millions)
|
2014 Budget
|
Percent of Total
|
|||
North America E&P
|
$
|
4,241
|
|
72
|
%
|
International E&P
|
1,242
|
|
21
|
%
|
|
Oil Sands Mining
|
294
|
|
5
|
%
|
|
Segment total
|
5,777
|
|
98
|
%
|
|
Corporate and other
|
105
|
|
2
|
%
|
|
Total capital, investment and exploration spending budget
|
$
|
5,882
|
|
100
|
%
|
|
Impact of a Five Percent Increase in Proved Reserves
|
|
Impact of a Five Percent Decrease in Proved Reserves
|
||||||||||||
(In millions, except per boe)
|
DD&A per boe
|
|
Pretax Income
|
|
DD&A per boe
|
|
Pretax Income
|
||||||||
North America E&P
|
$
|
(1.25
|
)
|
|
$
|
92
|
|
|
$
|
1.38
|
|
|
$
|
(101
|
)
|
International E&P
|
(0.35
|
)
|
|
30
|
|
|
0.38
|
|
|
(33
|
)
|
||||
Oil Sands Mining
|
$
|
(0.46
|
)
|
|
$
|
7
|
|
|
$
|
0.73
|
|
|
$
|
(11
|
)
|
•
|
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 reserve categories such that the combined volumes represent the most likely expectation of recovery.
|
•
|
Expected timing of production.
Production forecasts are the outcome of engineer studies which estimate reserves, as well as expected capital development programs. 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 upon a combination of 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.
|
|
Impact of a 0.25 Percent Increase in Discount Rate
|
|
Impact of a 0.25 Percent Decrease in Discount Rate
|
||||||||||||
(In millions)
|
Obligation
|
|
Expense
|
|
Obligation
|
|
Expense
|
||||||||
U.S. pension plans
|
$
|
(38
|
)
|
|
$
|
(4
|
)
|
|
$
|
40
|
|
|
$
|
4
|
|
Other U.S. postretirement benefit plans
|
$
|
(7
|
)
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
(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.
|
(c)
|
Excludes capital leases.
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Lee M. Tillman
|
|
/s/ John R. Sult
|
|
|
President and Chief Executive Officer
|
|
Executive Vice President and Chief Financial Officer
|
|
|
/s/ Lee M. Tillman
|
|
/s/ John R. Sult
|
|
President and Chief Executive Officer
|
|
Executive Vice President and Chief Financial Officer
|
|
(In millions, except per share data)
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Sales and other operating revenues, including related party
|
$
|
12,419
|
|
|
$
|
12,963
|
|
|
$
|
10,750
|
|
Marketing revenues
|
2,082
|
|
|
2,729
|
|
|
3,919
|
|
|||
Income from equity method investments
|
423
|
|
|
370
|
|
|
462
|
|
|||
Net gain (loss) on disposal of assets
|
(29
|
)
|
|
127
|
|
|
103
|
|
|||
Other income
|
64
|
|
|
32
|
|
|
48
|
|
|||
Total revenues and other income
|
14,959
|
|
|
16,221
|
|
|
15,282
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Production
|
2,331
|
|
|
2,202
|
|
|
1,951
|
|
|||
Marketing, including purchases from related parties
|
2,072
|
|
|
2,744
|
|
|
3,898
|
|
|||
Other operating
|
439
|
|
|
425
|
|
|
533
|
|
|||
Exploration
|
988
|
|
|
706
|
|
|
641
|
|
|||
Depreciation, depletion and amortization
|
2,790
|
|
|
2,477
|
|
|
2,263
|
|
|||
Impairments
|
96
|
|
|
371
|
|
|
310
|
|
|||
Taxes other than income
|
352
|
|
|
248
|
|
|
193
|
|
|||
General and administrative
|
687
|
|
|
699
|
|
|
663
|
|
|||
Total costs and expenses
|
9,755
|
|
|
9,872
|
|
|
10,452
|
|
|||
Income from operations
|
5,204
|
|
|
6,349
|
|
|
4,830
|
|
|||
Net interest and other
|
(274
|
)
|
|
(219
|
)
|
|
(107
|
)
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
(279
|
)
|
|||
Income from continuing operations before income taxes
|
4,930
|
|
|
6,130
|
|
|
4,444
|
|
|||
Provision for income taxes
|
3,337
|
|
|
4,517
|
|
|
2,726
|
|
|||
Income from continuing operations
|
1,593
|
|
|
1,613
|
|
|
1,718
|
|
|||
Discontinued operations
|
160
|
|
|
(31
|
)
|
|
1,228
|
|
|||
Net income
|
$
|
1,753
|
|
|
$
|
1,582
|
|
|
$
|
2,946
|
|
Per Share Data
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
2.26
|
|
|
$
|
2.28
|
|
|
$
|
2.42
|
|
Discontinued operations
|
$
|
0.23
|
|
|
$
|
(0.04
|
)
|
|
$
|
1.73
|
|
Net income
|
$
|
2.49
|
|
|
$
|
2.24
|
|
|
$
|
4.15
|
|
Diluted:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
2.24
|
|
|
$
|
2.27
|
|
|
$
|
2.41
|
|
Discontinued operations
|
$
|
0.23
|
|
|
$
|
(0.04
|
)
|
|
$
|
1.72
|
|
Net income
|
$
|
2.47
|
|
|
$
|
2.23
|
|
|
$
|
4.13
|
|
Dividends
|
$
|
0.72
|
|
|
$
|
0.68
|
|
|
$
|
0.80
|
|
Weighted average shares:
|
|
|
|
|
|
||||||
Basic
|
705
|
|
|
706
|
|
|
710
|
|
|||
Diluted
|
709
|
|
|
710
|
|
|
714
|
|
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
$
|
1,753
|
|
|
$
|
1,582
|
|
|
$
|
2,946
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
||||||
Postretirement and postemployment plans
|
|
|
|
|
|
||||||
Change in actuarial loss and other
|
296
|
|
|
(97
|
)
|
|
16
|
|
|||
Income tax benefit (provision)
|
(112
|
)
|
|
35
|
|
|
20
|
|
|||
Postretirement and postemployment plans, net of tax
|
184
|
|
|
(62
|
)
|
|
36
|
|
|||
Derivative hedges
|
|
|
|
|
|
||||||
Net unrecognized gain
|
1
|
|
|
1
|
|
|
9
|
|
|||
Income tax provision
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||
Derivative hedges, net of tax
|
1
|
|
|
1
|
|
|
5
|
|
|||
Foreign currency translation and other
|
|
|
|
|
|
||||||
Unrealized gain (loss)
|
(3
|
)
|
|
1
|
|
|
(1
|
)
|
|||
Income tax benefit (provision)
|
1
|
|
|
(3
|
)
|
|
—
|
|
|||
Foreign currency translation and other, net of tax
|
(2
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||
Other comprehensive income (loss)
|
183
|
|
|
(63
|
)
|
|
40
|
|
|||
Comprehensive income
|
$
|
1,936
|
|
|
$
|
1,519
|
|
|
$
|
2,986
|
|
|
December 31,
|
||||||
(In millions, except per share data)
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
264
|
|
|
$
|
684
|
|
Receivables
|
2,134
|
|
|
2,418
|
|
||
Inventories
|
364
|
|
|
361
|
|
||
Other current assets
|
213
|
|
|
299
|
|
||
Total current assets
|
2,975
|
|
|
3,762
|
|
||
Equity method investments
|
1,201
|
|
|
1,279
|
|
||
Property, plant and equipment, less accumulated depreciation,
|
|
|
|
|
|
||
depletion and amortization of $21,895 and $19,266
|
28,145
|
|
|
28,272
|
|
||
Goodwill
|
499
|
|
|
525
|
|
||
Other noncurrent assets
|
2,800
|
|
|
1,468
|
|
||
Total assets
|
$
|
35,620
|
|
|
$
|
35,306
|
|
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Commercial paper
|
$
|
135
|
|
|
$
|
200
|
|
Accounts payable
|
2,206
|
|
|
2,324
|
|
||
Payroll and benefits payable
|
240
|
|
|
217
|
|
||
Accrued taxes
|
1,445
|
|
|
1,983
|
|
||
Other current liabilities
|
239
|
|
|
173
|
|
||
Long-term debt due within one year
|
68
|
|
|
184
|
|
||
Total current liabilities
|
4,333
|
|
|
5,081
|
|
||
Long-term debt
|
6,394
|
|
|
6,512
|
|
||
Deferred tax liabilities
|
2,492
|
|
|
2,432
|
|
||
Defined benefit postretirement plan obligations
|
604
|
|
|
856
|
|
||
Asset retirement obligations
|
2,009
|
|
|
1,749
|
|
||
Deferred credits and other liabilities
|
444
|
|
|
393
|
|
||
Total liabilities
|
16,276
|
|
|
17,023
|
|
||
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 – 73 million and 63 million shares
|
(2,903
|
)
|
|
(2,560
|
)
|
||
Additional paid-in capital
|
6,592
|
|
|
6,616
|
|
||
Retained earnings
|
15,135
|
|
|
13,890
|
|
||
Accumulated other comprehensive loss
|
(250
|
)
|
|
(433
|
)
|
||
Total stockholders' equity
|
19,344
|
|
|
18,283
|
|
||
Total liabilities and stockholders' equity
|
$
|
35,620
|
|
|
$
|
35,306
|
|
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Increase (decrease) in cash and cash equivalents
|
|
|
|
|
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,753
|
|
|
$
|
1,582
|
|
|
$
|
2,946
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Discontinued operations
|
(160
|
)
|
|
31
|
|
|
(1,228
|
)
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
279
|
|
|||
Deferred income taxes
|
(60
|
)
|
|
(224
|
)
|
|
(193
|
)
|
|||
Depreciation, depletion and amortization
|
2,790
|
|
|
2,477
|
|
|
2,263
|
|
|||
Impairments
|
96
|
|
|
371
|
|
|
310
|
|
|||
Pension and other postretirement benefits, net
|
45
|
|
|
(31
|
)
|
|
64
|
|
|||
Exploratory dry well costs and unproved property impairments
|
798
|
|
|
457
|
|
|
357
|
|
|||
Net (gain) loss on disposal of assets
|
29
|
|
|
(127
|
)
|
|
(103
|
)
|
|||
Equity method investments, net
|
12
|
|
|
11
|
|
|
47
|
|
|||
Changes in:
|
|
|
|
|
|
||||||
Current receivables
|
277
|
|
|
(502
|
)
|
|
9
|
|
|||
Inventories
|
(16
|
)
|
|
(32
|
)
|
|
33
|
|
|||
Current accounts payable and accrued liabilities
|
(616
|
)
|
|
71
|
|
|
489
|
|
|||
All other operating, net
|
143
|
|
|
(48
|
)
|
|
168
|
|
|||
Net cash provided by continuing operations
|
5,091
|
|
|
4,036
|
|
|
5,441
|
|
|||
Net cash provided by (used in) discontinued operations
|
179
|
|
|
(19
|
)
|
|
1,083
|
|
|||
Net cash provided by operating activities
|
5,270
|
|
|
4,017
|
|
|
6,524
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Acquisitions, net of cash acquired
|
(74
|
)
|
|
(1,033
|
)
|
|
(4,470
|
)
|
|||
Additions to property, plant and equipment
|
(4,766
|
)
|
|
(4,593
|
)
|
|
(2,986
|
)
|
|||
Disposal of assets
|
450
|
|
|
467
|
|
|
518
|
|
|||
Investments - return of capital
|
61
|
|
|
57
|
|
|
59
|
|
|||
Investing activities of discontinued operations
|
(227
|
)
|
|
(347
|
)
|
|
(802
|
)
|
|||
All other investing, net
|
35
|
|
|
10
|
|
|
14
|
|
|||
Net cash used in investing activities
|
(4,521
|
)
|
|
(5,439
|
)
|
|
(7,667
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Commercial paper, net
|
(65
|
)
|
|
200
|
|
|
—
|
|
|||
Borrowings
|
—
|
|
|
1,997
|
|
|
—
|
|
|||
Debt issuance costs
|
—
|
|
|
(21
|
)
|
|
—
|
|
|||
Debt repayments
|
(182
|
)
|
|
(145
|
)
|
|
(2,877
|
)
|
|||
Purchases of common stock
|
(500
|
)
|
|
—
|
|
|
(300
|
)
|
|||
Dividends paid
|
(508
|
)
|
|
(480
|
)
|
|
(567
|
)
|
|||
Financing activities of discontinued operations
|
—
|
|
|
—
|
|
|
2,916
|
|
|||
Distribution in spin-off
|
—
|
|
|
—
|
|
|
(1,622
|
)
|
|||
All other financing, net
|
93
|
|
|
49
|
|
|
155
|
|
|||
Net cash provided by (used in) financing activities
|
(1,162
|
)
|
|
1,600
|
|
|
(2,295
|
)
|
|||
Effect of exchange rate changes on cash
|
(7
|
)
|
|
13
|
|
|
(20
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(420
|
)
|
|
191
|
|
|
(3,458
|
)
|
|||
Cash and cash equivalents at beginning of period
|
684
|
|
|
493
|
|
|
3,951
|
|
|||
Cash and cash equivalents at end of period
|
$
|
264
|
|
|
$
|
684
|
|
|
$
|
493
|
|
|
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, 2011 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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
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 issued - stock-based
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
170
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|||||||||
Shares repurchased
|
—
|
|
|
—
|
|
|
—
|
|
|
(513
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(513
|
)
|
|||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,753
|
|
|
—
|
|
|
—
|
|
|
1,753
|
|
|||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
183
|
|
|
—
|
|
|
183
|
|
|||||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(508
|
)
|
|
—
|
|
|
—
|
|
|
(508
|
)
|
|||||||||
December 31, 2013 Balance
|
$
|
—
|
|
|
$
|
770
|
|
|
$
|
—
|
|
|
$
|
(2,903
|
)
|
|
$
|
6,592
|
|
|
$
|
15,135
|
|
|
$
|
(250
|
)
|
|
$
|
—
|
|
|
$
|
19,344
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
(Shares in millions)
|
Preferred
Stock
|
|
Common
Stock
|
|
Securities
Exchangeable
into Common
Stock
|
|
Treasury
Stock
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
January 1, 2011 Balance
|
—
|
|
|
770
|
|
|
—
|
|
|
60
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shares issued - stock-based
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shares repurchased
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2011 Balance
|
—
|
|
|
770
|
|
|
—
|
|
|
66
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shares issued - stock-based
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2012 Balance
|
—
|
|
|
770
|
|
|
—
|
|
|
63
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shares issued - stock-based
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shares repurchased
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2013 Balance
|
—
|
|
|
770
|
|
|
—
|
|
|
73
|
|
|
|
|
|
|
|
|
|
|
|
3.
|
Spin-off of Downstream Business
|
(In millions)
|
|
|
2011
|
||
Revenues applicable to discontinued operations
|
|
|
$
|
38,602
|
|
Pretax income from discontinued operations
|
|
|
$
|
2,012
|
|
4.
|
Variable Interest Entities
|
|
|
Closed in Quarter Ended
|
||||||||||
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||
(In millions)
|
|
2012
|
|
2012
|
|
2011
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Cash
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Receivables
|
|
22
|
|
|
8
|
|
|
40
|
|
|||
Inventories
|
|
1
|
|
|
—
|
|
|
4
|
|
|||
Other current assets
|
|
—
|
|
|
—
|
|
|
30
|
|
|||
Total current assets acquired
|
|
31
|
|
|
8
|
|
|
74
|
|
|||
Property, plant and equipment
|
|
822
|
|
|
248
|
|
|
4,501
|
|
|||
Other noncurrent assets
|
|
—
|
|
|
—
|
|
|
21
|
|
|||
Total assets acquired
|
|
853
|
|
|
256
|
|
|
4,596
|
|
|||
Current liabilities:
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
78
|
|
|
23
|
|
|
101
|
|
|||
Other current liabilities
|
|
—
|
|
|
—
|
|
|
20
|
|
|||
Total current liabilities assumed
|
|
78
|
|
|
23
|
|
|
121
|
|
|||
Asset retirement obligations
|
|
7
|
|
|
1
|
|
|
5
|
|
|||
Total liabilities assumed
|
|
85
|
|
|
24
|
|
|
126
|
|
|||
Net assets acquired
|
|
$
|
768
|
|
|
$
|
232
|
|
|
$
|
4,470
|
|
(In millions)
|
December 31, 2012
|
||
Other current assets
|
$
|
50
|
|
Other noncurrent assets
|
248
|
|
|
Total assets
|
$
|
298
|
|
Deferred credits and other liabilities
|
$
|
83
|
|
Total liabilities
|
$
|
83
|
|
(In millions)
|
December 31, 2013
|
||
Other current assets
|
$
|
41
|
|
Other noncurrent assets
|
1,647
|
|
|
Total assets
|
$
|
1,688
|
|
Other current liabilities
|
$
|
25
|
|
Deferred credits and other liabilities
|
43
|
|
|
Total liabilities
|
$
|
68
|
|
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues applicable to discontinued operations
|
$
|
361
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Pretax income (loss) from discontinued operations
|
$
|
247
|
|
|
$
|
(17
|
)
|
|
$
|
(17
|
)
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
(In millions, except per share data)
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||||||
Income from continuing operations
|
$
|
1,593
|
|
|
$
|
1,593
|
|
|
$
|
1,613
|
|
|
$
|
1,613
|
|
|
$
|
1,718
|
|
|
$
|
1,718
|
|
Discontinued operations
|
160
|
|
|
160
|
|
|
(31
|
)
|
|
(31
|
)
|
|
1,228
|
|
|
1,228
|
|
||||||
Net income
|
$
|
1,753
|
|
|
$
|
1,753
|
|
|
$
|
1,582
|
|
|
$
|
1,582
|
|
|
$
|
2,946
|
|
|
$
|
2,946
|
|
Weighted average common shares outstanding
|
705
|
|
|
705
|
|
|
706
|
|
|
706
|
|
|
710
|
|
|
710
|
|
||||||
Effect of dilutive securities
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||
Weighted average common shares, including dilutive effect
|
705
|
|
|
709
|
|
|
706
|
|
|
710
|
|
|
710
|
|
|
714
|
|
||||||
Per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income from continuing operations
|
$
|
2.26
|
|
|
$
|
2.24
|
|
|
$
|
2.28
|
|
|
$
|
2.27
|
|
|
$
|
2.42
|
|
|
$
|
2.41
|
|
Discontinued operations
|
$
|
0.23
|
|
|
$
|
0.23
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
1.73
|
|
|
$
|
1.72
|
|
Net income
|
$
|
2.49
|
|
|
$
|
2.47
|
|
|
$
|
2.24
|
|
|
$
|
2.23
|
|
|
$
|
4.15
|
|
|
$
|
4.13
|
|
•
|
North America E&P ("N.A. E&P") – explores for, produces and markets liquid hydrocarbons and natural gas in North America;
|
•
|
International E&P ("Int'l E&P") – explores for, produces and markets liquid hydrocarbons and natural gas outside of North America and produces and markets products manufactured from natural gas, such as LNG and methanol, in E.G.; and
|
•
|
Oil Sands Mining (“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.
|
2013
|
|
|
Not Allocated
|
|
|
||||||||||||||
(In millions)
|
N.A. E&P
|
|
Int'l E&P
|
|
OSM
|
|
to Segments
|
|
Total
|
||||||||||
Sales and other operating revenues
|
$
|
5,068
|
|
|
$
|
5,827
|
|
|
$
|
1,576
|
|
|
$
|
(52
|
)
|
(c)
|
$
|
12,419
|
|
Marketing revenues
|
1,797
|
|
|
267
|
|
|
18
|
|
|
—
|
|
|
2,082
|
|
|||||
Total revenues
|
6,865
|
|
|
6,094
|
|
|
1,594
|
|
|
(52
|
)
|
|
14,501
|
|
|||||
Income from equity method investments
|
—
|
|
|
427
|
|
|
—
|
|
|
(4
|
)
|
(d)
|
423
|
|
|||||
Net gain (loss) on disposal of assets and other income
|
12
|
|
|
50
|
|
|
5
|
|
|
(32
|
)
|
|
35
|
|
|||||
Production expenses
|
797
|
|
|
534
|
|
|
1,000
|
|
|
—
|
|
|
2,331
|
|
|||||
Marketing costs
|
1,796
|
|
|
258
|
|
|
18
|
|
|
—
|
|
|
2,072
|
|
|||||
Exploration expenses
|
725
|
|
|
263
|
|
|
—
|
|
|
—
|
|
|
988
|
|
|||||
Depreciation, depletion and amortization
|
1,927
|
|
|
621
|
|
|
218
|
|
|
24
|
|
|
2,790
|
|
|||||
Impairments
|
41
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
96
|
|
|||||
Other expenses
(a)
|
420
|
|
|
239
|
|
|
66
|
|
|
401
|
|
|
1,126
|
|
|||||
Taxes other than income
|
318
|
|
|
7
|
|
|
22
|
|
|
5
|
|
|
352
|
|
|||||
Net interest and other
|
—
|
|
|
—
|
|
|
—
|
|
|
274
|
|
|
274
|
|
|||||
Provision (benefit) for income taxes
|
324
|
|
|
3,226
|
|
|
69
|
|
|
(282
|
)
|
|
3,337
|
|
|||||
Segment income/Income from continuing operations
|
$
|
529
|
|
|
$
|
1,423
|
|
|
$
|
206
|
|
|
$
|
(565
|
)
|
|
$
|
1,593
|
|
Capital expenditures
(b)
|
$
|
3,649
|
|
|
$
|
764
|
|
|
$
|
286
|
|
|
$
|
285
|
|
|
$
|
4,984
|
|
(a)
|
Includes other operating expenses and general and administrative expenses.
|
(b)
|
Includes accruals.
|
(c)
|
Unrealized gain (loss) on crude oil derivative instruments.
|
(d)
|
EGHoldings impairment (see Note 15).
|
2012
|
|
|
Not Allocated
|
|
|
||||||||||||||
(In millions)
|
N.A. E&P
|
|
Int'l E&P
|
|
OSM
|
|
to Segments
|
|
Total
|
||||||||||
Sales and other operating revenues
|
$
|
3,944
|
|
|
$
|
7,445
|
|
|
$
|
1,521
|
|
|
$
|
53
|
|
(c)
|
$
|
12,963
|
|
Marketing revenues
|
2,451
|
|
|
248
|
|
|
30
|
|
|
—
|
|
|
2,729
|
|
|||||
Total revenues
|
6,395
|
|
|
7,693
|
|
|
1,551
|
|
|
53
|
|
|
15,692
|
|
|||||
Income from equity method investments
|
2
|
|
|
368
|
|
|
—
|
|
|
—
|
|
|
370
|
|
|||||
Net gain (loss) on disposal of assets and other income
|
11
|
|
|
30
|
|
|
4
|
|
|
114
|
|
|
159
|
|
|||||
Production expenses
|
706
|
|
|
500
|
|
|
996
|
|
|
—
|
|
|
2,202
|
|
|||||
Marketing costs
|
2,444
|
|
|
269
|
|
|
31
|
|
|
—
|
|
|
2,744
|
|
|||||
Exploration expenses
|
588
|
|
|
118
|
|
|
—
|
|
|
—
|
|
|
706
|
|
|||||
Depreciation, depletion and amortization
|
1,428
|
|
|
787
|
|
|
217
|
|
|
45
|
|
|
2,477
|
|
|||||
Impairments
|
11
|
|
|
—
|
|
|
—
|
|
|
360
|
|
|
371
|
|
|||||
Other expenses
(a)
|
400
|
|
|
200
|
|
|
60
|
|
|
464
|
|
|
1,124
|
|
|||||
Taxes other than income
|
226
|
|
|
5
|
|
|
22
|
|
|
(5
|
)
|
|
248
|
|
|||||
Net interest and other
|
—
|
|
|
—
|
|
|
—
|
|
|
219
|
|
|
219
|
|
|||||
Provision (benefit) for income taxes
|
223
|
|
|
4,552
|
|
|
58
|
|
|
(316
|
)
|
|
4,517
|
|
|||||
Segment income/Income from continuing operations
|
$
|
382
|
|
|
$
|
1,660
|
|
|
$
|
171
|
|
|
$
|
(600
|
)
|
|
$
|
1,613
|
|
Capital expenditures
(b)
|
$
|
3,988
|
|
|
$
|
489
|
|
|
$
|
188
|
|
|
$
|
466
|
|
|
$
|
5,131
|
|
2011
|
|
|
Not Allocated
|
|
|
||||||||||||||
(In millions)
|
N.A. E&P
|
|
Int'l E&P
|
|
OSM
|
|
to Segments
|
|
Total
|
||||||||||
Sales and other operating revenues
|
$
|
3,364
|
|
|
$
|
5,851
|
|
|
$
|
1,535
|
|
|
$
|
—
|
|
|
$
|
10,750
|
|
Marketing revenues
|
3,614
|
|
|
252
|
|
|
53
|
|
|
—
|
|
|
3,919
|
|
|||||
Total revenues
|
6,978
|
|
|
6,103
|
|
|
1,588
|
|
|
—
|
|
|
14,669
|
|
|||||
Income from equity method investments
|
20
|
|
|
442
|
|
|
—
|
|
|
—
|
|
|
462
|
|
|||||
Net gain (loss) on disposal of assets and other income
|
21
|
|
|
73
|
|
|
(17
|
)
|
|
74
|
|
|
151
|
|
|||||
Production expenses
|
545
|
|
|
409
|
|
|
915
|
|
|
82
|
|
|
1,951
|
|
|||||
Marketing costs
|
3,598
|
|
|
247
|
|
|
53
|
|
|
—
|
|
|
3,898
|
|
|||||
Exploration expenses
|
388
|
|
|
253
|
|
|
—
|
|
|
—
|
|
|
641
|
|
|||||
Depreciation, depletion and amortization
|
1,191
|
|
|
828
|
|
|
196
|
|
|
48
|
|
|
2,263
|
|
|||||
Impairments
|
12
|
|
|
—
|
|
|
—
|
|
|
298
|
|
|
310
|
|
|||||
Other expenses
(a)
|
494
|
|
|
191
|
|
|
46
|
|
|
465
|
|
|
1,196
|
|
|||||
Taxes other than income
|
182
|
|
|
6
|
|
|
17
|
|
|
(12
|
)
|
|
193
|
|
|||||
Net interest and loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
386
|
|
|
386
|
|
|||||
Provision (benefit) for income taxes
|
217
|
|
|
2,693
|
|
|
83
|
|
|
(267
|
)
|
|
2,726
|
|
|||||
Segment income/Income from continuing operations
|
$
|
392
|
|
|
$
|
1,991
|
|
|
$
|
261
|
|
|
$
|
(926
|
)
|
|
$
|
1,718
|
|
Capital expenditures
(b)
|
$
|
2,163
|
|
|
$
|
544
|
|
|
$
|
308
|
|
|
$
|
384
|
|
|
$
|
3,399
|
|
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
United States
|
$
|
6,813
|
|
|
$
|
6,448
|
|
|
$
|
6,978
|
|
Norway
|
3,183
|
|
|
3,714
|
|
|
3,563
|
|
|||
Canada
|
1,594
|
|
|
1,551
|
|
|
1,588
|
|
|||
Libya
(a)
|
1,106
|
|
|
1,989
|
|
|
216
|
|
|||
Other international
|
1,805
|
|
|
1,990
|
|
|
2,324
|
|
|||
Total revenues
|
$
|
14,501
|
|
|
$
|
15,692
|
|
|
$
|
14,669
|
|
(a)
|
See Note 13 for discussion of Libya operations.
|
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Liquid hydrocarbons
|
$
|
11,932
|
|
|
$
|
12,983
|
|
|
$
|
11,778
|
|
Natural gas
|
937
|
|
|
1,052
|
|
|
1,203
|
|
|||
Synthetic crude oil
|
1,542
|
|
|
1,409
|
|
|
1,442
|
|
|||
Other
|
90
|
|
|
248
|
|
|
246
|
|
|||
Total revenues
|
$
|
14,501
|
|
|
$
|
15,692
|
|
|
$
|
14,669
|
|
|
December 31,
|
||||||
(In millions)
|
2013
|
|
2012
|
||||
United States
|
$
|
14,635
|
|
|
$
|
13,677
|
|
Canada
|
9,794
|
|
|
9,693
|
|
||
Norway
|
977
|
|
|
987
|
|
||
Equatorial Guinea
|
1,977
|
|
|
2,081
|
|
||
Other international
|
1,963
|
|
|
3,113
|
|
||
Total long-lived assets
|
$
|
29,346
|
|
|
$
|
29,551
|
|
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Interest:
|
|
|
|
|
|
||||||
Interest income
|
$
|
6
|
|
|
$
|
13
|
|
|
$
|
12
|
|
Interest expense
(a)
|
(307
|
)
|
|
(244
|
)
|
|
(228
|
)
|
|||
Income on interest rate swaps
|
9
|
|
|
7
|
|
|
10
|
|
|||
Interest capitalized
|
21
|
|
|
12
|
|
|
103
|
|
|||
Total interest
|
(271
|
)
|
|
(212
|
)
|
|
(103
|
)
|
|||
Other:
|
|
|
|
|
|
||||||
Net foreign currency gains
|
16
|
|
|
4
|
|
|
24
|
|
|||
Write off of contingent proceeds
|
(4
|
)
|
|
—
|
|
|
(7
|
)
|
|||
Other
|
(15
|
)
|
|
(11
|
)
|
|
(21
|
)
|
|||
Total other
|
(3
|
)
|
|
(7
|
)
|
|
(4
|
)
|
|||
Net interest and other
|
$
|
(274
|
)
|
|
$
|
(219
|
)
|
|
$
|
(107
|
)
|
(a)
|
Excludes
$1 million
and
$10 million
paid by United States Steel in
2012
and
2011
on assumed debt.
|
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Net interest and other
|
$
|
16
|
|
|
$
|
4
|
|
|
$
|
24
|
|
Provision for income taxes
|
105
|
|
|
(80
|
)
|
|
57
|
|
|||
Aggregate foreign currency gains (losses)
|
$
|
121
|
|
|
$
|
(76
|
)
|
|
$
|
81
|
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||||||||||||||
(In millions)
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
||||||||||||||||||
Federal
|
$
|
63
|
|
|
$
|
(46
|
)
|
|
$
|
17
|
|
|
$
|
(80
|
)
|
|
$
|
(30
|
)
|
|
$
|
(110
|
)
|
|
$
|
(193
|
)
|
|
$
|
(217
|
)
|
|
$
|
(410
|
)
|
State and local
|
44
|
|
|
1
|
|
|
45
|
|
|
(23
|
)
|
|
47
|
|
|
24
|
|
|
24
|
|
|
82
|
|
|
106
|
|
|||||||||
Foreign
|
3,290
|
|
|
(15
|
)
|
|
3,275
|
|
|
4,844
|
|
|
(241
|
)
|
|
4,603
|
|
|
3,088
|
|
|
(58
|
)
|
|
3,030
|
|
|||||||||
Total
|
$
|
3,397
|
|
|
$
|
(60
|
)
|
|
$
|
3,337
|
|
|
$
|
4,741
|
|
|
$
|
(224
|
)
|
|
$
|
4,517
|
|
|
$
|
2,919
|
|
|
$
|
(193
|
)
|
|
$
|
2,726
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Statutory rate applied to income from continuing operations before income taxes
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
Effects of foreign operations, including foreign tax credits
|
14
|
|
|
18
|
|
|
6
|
|
Change in permanent reinvestment assertion
|
—
|
|
|
—
|
|
|
5
|
|
Adjustments to valuation allowances
|
18
|
|
|
21
|
|
|
14
|
|
Tax law changes
|
—
|
|
|
—
|
|
|
1
|
|
Other
|
1
|
|
|
—
|
|
|
—
|
|
Effective income tax rate on continuing operations
|
68
|
%
|
|
74
|
%
|
|
61
|
%
|
|
December 31,
|
||||||
(In millions)
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
||||
Employee benefits
|
$
|
387
|
|
|
$
|
510
|
|
Operating loss carryforwards
|
284
|
|
|
368
|
|
||
Foreign tax credits
|
5,730
|
|
|
4,351
|
|
||
Other
|
98
|
|
|
121
|
|
||
Valuation allowances:
|
|
|
|
||||
Federal
|
(2,997
|
)
|
|
(2,067
|
)
|
||
State, net of federal benefit
|
(67
|
)
|
|
(60
|
)
|
||
Foreign
|
(149
|
)
|
|
(210
|
)
|
||
Total deferred tax assets
|
3,286
|
|
|
3,013
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
4,018
|
|
|
3,691
|
|
||
Investments in subsidiaries and affiliates
|
794
|
|
|
840
|
|
||
Other
|
67
|
|
|
12
|
|
||
Total deferred tax liabilities
|
4,879
|
|
|
4,543
|
|
||
Net deferred tax liabilities
|
$
|
1,593
|
|
|
$
|
1,530
|
|
|
December 31,
|
||||||
(In millions)
|
2013
|
|
2012
|
||||
Assets:
|
|
|
|
||||
Other current assets
|
$
|
53
|
|
|
$
|
57
|
|
Other noncurrent assets
|
847
|
|
|
849
|
|
||
Liabilities:
|
|
|
|
||||
Other current liabilities
|
1
|
|
|
4
|
|
||
Noncurrent deferred tax liabilities
|
2,492
|
|
|
2,432
|
|
||
Net deferred tax liabilities
|
$
|
1,593
|
|
|
$
|
1,530
|
|
United States
(a)
|
2004-2012
|
Canada
|
2008-2012
|
Equatorial Guinea
|
2007-2012
|
Libya
|
2006-2012
|
Norway
|
2008-2012
|
United Kingdom
|
2008-2012
|
(a)
|
Includes federal and state jurisdictions.
|
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Beginning balance
|
$
|
98
|
|
|
$
|
157
|
|
|
$
|
103
|
|
Additions for tax positions related to the current year
|
14
|
|
|
—
|
|
|
4
|
|
|||
Additions for tax positions of prior years
|
66
|
|
|
81
|
|
|
87
|
|
|||
Reductions for tax positions of prior years
|
(25
|
)
|
|
(67
|
)
|
|
(29
|
)
|
|||
Settlements
|
(5
|
)
|
|
(72
|
)
|
|
(8
|
)
|
|||
Statute of limitations
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Ending balance
|
$
|
146
|
|
|
$
|
98
|
|
|
$
|
157
|
|
|
December 31,
|
||||||
(In millions)
|
2013
|
|
2012
|
||||
Liquid hydrocarbons, natural gas and bitumen
|
$
|
55
|
|
|
$
|
73
|
|
Supplies and other items
|
309
|
|
|
288
|
|
||
Inventories at cost
|
$
|
364
|
|
|
$
|
361
|
|
•
|
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 activity.
|
|
Ownership as of
|
|
December 31,
|
||||||
(In millions)
|
December 31, 2013
|
2013
|
|
2012
|
|||||
EGHoldings
|
60%
|
|
$
|
748
|
|
|
$
|
817
|
|
Alba Plant LLC
|
52%
|
|
263
|
|
|
264
|
|
||
AMPCO
|
45%
|
|
189
|
|
|
187
|
|
||
Other investments
|
|
|
1
|
|
|
11
|
|
||
Total
|
|
|
$
|
1,201
|
|
|
$
|
1,279
|
|
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Income data – year:
|
|
|
|
|
|
||||||
Revenues and other income
|
$
|
1,444
|
|
|
$
|
1,330
|
|
|
$
|
1,544
|
|
Income from operations
|
849
|
|
|
755
|
|
|
942
|
|
|||
Net income
|
727
|
|
|
635
|
|
|
820
|
|
|||
Balance sheet data – December 31:
|
|
|
|
|
|
||||||
Current assets
|
$
|
644
|
|
|
$
|
607
|
|
|
|
||
Noncurrent assets
|
1,590
|
|
|
1,743
|
|
|
|
||||
Current liabilities
|
384
|
|
|
395
|
|
|
|
||||
Noncurrent liabilities
|
33
|
|
|
29
|
|
|
|
|
December 31,
|
||||||
(In millions)
|
2013
|
|
2012
|
||||
North America E&P
|
$
|
26,755
|
|
|
$
|
23,748
|
|
International E&P
|
12,428
|
|
|
13,214
|
|
||
Oil Sands Mining
|
10,436
|
|
|
10,127
|
|
||
Corporate
|
421
|
|
|
449
|
|
||
Total property, plant and equipment
|
50,040
|
|
|
47,538
|
|
||
Less accumulated depreciation, depletion and amortization
|
(21,895
|
)
|
|
(19,266
|
)
|
||
Net property, plant and equipment
|
$
|
28,145
|
|
|
$
|
28,272
|
|
|
December 31,
|
||||||||||
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Amounts capitalized less than one year after completion of drilling
|
$
|
512
|
|
|
$
|
388
|
|
|
$
|
482
|
|
Amounts capitalized greater than one year after completion of drilling
|
281
|
|
|
229
|
|
|
222
|
|
|||
Total deferred exploratory well costs
|
$
|
793
|
|
|
$
|
617
|
|
|
$
|
704
|
|
Number of projects with costs capitalized greater than one year after
|
|
|
|
|
|
||||||
completion of drilling
|
7
|
|
|
6
|
|
|
5
|
|
|||
|
December 31,
|
||||||||||
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Beginning balance
|
$
|
617
|
|
|
$
|
704
|
|
|
$
|
657
|
|
Additions
|
746
|
|
|
699
|
|
|
625
|
|
|||
Dry well expense
|
(147
|
)
|
|
(111
|
)
|
|
(223
|
)
|
|||
Transfers to development
|
(414
|
)
|
|
(629
|
)
|
|
(279
|
)
|
|||
Dispositions
|
(9
|
)
|
|
(46
|
)
|
|
(76
|
)
|
|||
Ending balance
|
$
|
793
|
|
|
$
|
617
|
|
|
$
|
704
|
|
(In millions)
|
E&P
|
|
OSM
|
|
Total
|
||||||
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
|
|
(In millions)
|
N.A. E&P
|
|
Int'l E&P
|
|
OSM
|
|
Total
|
||||||||
2013
|
|
|
|
|
|
|
|
||||||||
Beginning balance, gross
|
$
|
343
|
|
|
$
|
182
|
|
|
$
|
1,412
|
|
|
$
|
1,937
|
|
Less: accumulated impairments
|
—
|
|
|
—
|
|
|
(1,412
|
)
|
|
(1,412
|
)
|
||||
Beginning balance, net
|
343
|
|
|
182
|
|
|
—
|
|
|
525
|
|
||||
Dispositions
|
4
|
|
(a)
|
(30
|
)
|
|
—
|
|
|
(26
|
)
|
||||
Ending balance, net
|
$
|
347
|
|
|
$
|
152
|
|
|
$
|
—
|
|
|
$
|
499
|
|
(a)
|
Goodwill related to our Alaska disposition was less than the estimate classified as held for sale in 2012.
|
|
December 31, 2013
|
||||||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Collateral
|
|
Total
|
||||||||||
Derivative instruments, assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8
|
|
Foreign currency
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Derivative instruments, assets
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10
|
|
Derivative instruments, liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Derivative instruments, liabilities
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
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
|
|
|
|
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
(In millions)
|
Fair Value
|
|
Impairment
|
|
Fair Value
|
|
Impairment
|
|
Fair Value
|
|
Impairment
|
||||||||||||
Long-lived assets held for use
|
$
|
5
|
|
|
$
|
96
|
|
|
$
|
16
|
|
|
$
|
371
|
|
|
$
|
226
|
|
|
$
|
285
|
|
Intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
December 31,
|
||||||||||||||
|
2013
|
|
2012
|
||||||||||||
(In millions)
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
||||||||
Financial assets
|
|
|
|
|
|
|
|
||||||||
Other noncurrent assets
|
$
|
154
|
|
|
$
|
147
|
|
|
$
|
189
|
|
|
$
|
186
|
|
Total financial assets
|
$
|
154
|
|
|
$
|
147
|
|
|
$
|
189
|
|
|
$
|
186
|
|
Financial liabilities
|
|
|
|
|
|
|
|
||||||||
Other current liabilities
|
$
|
13
|
|
|
$
|
13
|
|
|
$
|
13
|
|
|
$
|
13
|
|
Long-term debt, including current portion
(a)
|
6,922
|
|
|
6,427
|
|
|
7,610
|
|
|
6,642
|
|
||||
Deferred credits and other liabilities
|
149
|
|
|
147
|
|
|
94
|
|
|
94
|
|
||||
Total financial liabilities
|
$
|
7,084
|
|
|
$
|
6,587
|
|
|
$
|
7,717
|
|
|
$
|
6,749
|
|
(a)
|
Excludes capital leases.
|
|
December 31, 2013
|
|
|
||||||||||
(In millions)
|
Asset
|
|
Liability
|
|
Net Asset
|
|
Balance Sheet Location
|
||||||
Fair Value Hedges
|
|
|
|
|
|
|
|
||||||
Interest rate
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
Other noncurrent assets
|
Foreign currency
|
2
|
|
|
—
|
|
|
2
|
|
|
Other current assets
|
|||
Total Designated Hedges
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
|
|
December 31, 2013
|
|
|
||||||||||
(In millions)
|
Asset
|
|
Liability
|
|
Net Liability
|
|
Balance Sheet Location
|
||||||
Fair Value Hedges
|
|
|
|
|
|
|
|
||||||
Foreign currency
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
Other current liabilities
|
Total Designated Hedges
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
|
|
December 31, 2012
|
|
|
||||||||||
(In millions)
|
Asset
|
|
Liability
|
|
Net Asset
|
|
Balance Sheet Location
|
||||||
Fair Value Hedges
|
|
|
|
|
|
|
|
||||||
Interest rate
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
Other noncurrent assets
|
Foreign currency
|
18
|
|
|
—
|
|
|
18
|
|
|
Other current 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
|
|
|
|
|
|
|
|
|
|
Maturity Dates
|
Aggregate Notional Amount (in millions)
|
Weighted Average, LIBOR-Based, Floating Rate
|
|||
October 1, 2017
|
$
|
600
|
|
4.65
|
%
|
March 15, 2018
|
$
|
300
|
|
4.50
|
%
|
|
|
Gain (Loss)
|
||||||||||
(In millions)
|
Income Statement Location
|
2013
|
|
2012
|
|
2011
|
||||||
Derivative
|
|
|
|
|
|
|
||||||
Interest rate
|
Net interest and other
|
$
|
(13
|
)
|
|
$
|
16
|
|
|
$
|
28
|
|
Interest rate
|
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
29
|
|
|||
Foreign currency
|
Provision for income taxes
|
(44
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Hedged Item
|
|
|
|
|
|
|
|
|
||||
Long-term debt
|
Net interest and other
|
$
|
13
|
|
|
$
|
(16
|
)
|
|
$
|
(28
|
)
|
Long-term debt
|
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
(29
|
)
|
|||
Accrued taxes
|
Provision for income taxes
|
44
|
|
|
1
|
|
|
—
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
(In millions)
|
2013
|
|
2012
|
||||
Senior unsecured notes:
|
|
|
|
||||
9.125% notes due 2013
|
$
|
—
|
|
|
$
|
114
|
|
0.900% notes due 2015
(a)
|
1,000
|
|
|
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
|
|
|
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 of consolidated subsidiary due 2014 – 2049
|
10
|
|
|
11
|
|
||
Other obligations:
|
|
|
|
||||
4.550% promissory note, semi-annual payments due 2014 – 2015
|
136
|
|
|
204
|
|
||
5.125% obligation relating to revenue bonds due 2037
|
1,000
|
|
|
1,000
|
|
||
Other
|
—
|
|
|
35
|
|
||
Total
(b)
|
6,446
|
|
|
6,664
|
|
||
Unamortized discount
|
(9
|
)
|
|
(11
|
)
|
||
Fair value adjustments
(c)
|
25
|
|
|
43
|
|
||
Amounts due within one year
|
(68
|
)
|
|
(184
|
)
|
||
Total long-term debt due after one year
|
$
|
6,394
|
|
|
$
|
6,512
|
|
(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
$236 million
at
December 31, 2013
, may be declared immediately due and payable.
|
(c)
|
See Notes
15
and
16
for information on interest rate swaps.
|
(In millions)
|
|
||
2014
|
$
|
68
|
|
2015
|
1,068
|
|
|
2016
|
—
|
|
|
2017
|
682
|
|
|
2018
|
854
|
|
(In millions)
|
2013
|
|
2012
|
||||
Beginning balance
|
$
|
1,783
|
|
|
$
|
1,510
|
|
Incurred, including acquisitions
|
84
|
|
|
150
|
|
||
Settled, including dispositions
|
(78
|
)
|
|
(35
|
)
|
||
Accretion expense (included in depreciation, depletion and amortization)
|
106
|
|
|
91
|
|
||
Revisions to previous estimates
|
244
|
|
|
150
|
|
||
Held for sale
|
(43
|
)
|
|
(83
|
)
|
||
Ending balance
(a)
|
$
|
2,096
|
|
|
$
|
1,783
|
|
(a)
|
Includes asset retirement obligations of
$87 million
and
$34 million
classified as short-term at
December 31,
2013
and
2012
.
|
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Net cash provided by operating activities included:
|
|
|
|
|
|
||||||
Interest paid (net of amounts capitalized)
|
$
|
307
|
|
|
$
|
225
|
|
|
$
|
268
|
|
Income taxes paid to taxing authorities
|
3,904
|
|
|
4,974
|
|
|
2,893
|
|
|||
Commercial paper:
|
|
|
|
|
|
||||||
Issuances
|
$
|
10,870
|
|
|
$
|
13,880
|
|
|
$
|
421
|
|
Repayments
|
(10,935
|
)
|
|
(13,680
|
)
|
|
(421
|
)
|
|||
Net commercial paper
|
$
|
(65
|
)
|
|
$
|
200
|
|
|
$
|
—
|
|
Noncash investing and financing activities, related to continuing operations:
|
|
|
|
|
|
||||||
Additions to property, plant and equipment:
|
|
|
|
|
|
||||||
Asset retirement costs capitalized, excluding acquisitions
|
$
|
319
|
|
|
$
|
257
|
|
|
$
|
148
|
|
Change in capital expenditure accrual
|
(9
|
)
|
|
187
|
|
|
104
|
|
|||
Liabilities assumed in acquisitions
|
—
|
|
|
109
|
|
|
126
|
|
|||
Asset retirement obligations assumed by buyer
|
92
|
|
|
8
|
|
|
5
|
|
|||
Debt payments made by United States Steel
|
—
|
|
|
20
|
|
|
214
|
|
|
December 31,
|
||||||||||
|
2013
|
|
2012
|
||||||||
(In millions)
|
U.S.
|
|
U.S.
|
|
Int’l
|
||||||
Projected benefit obligation
|
$
|
(933
|
)
|
|
$
|
(1,146
|
)
|
|
$
|
(565
|
)
|
Accumulated benefit obligation
|
(791
|
)
|
|
(937
|
)
|
|
(505
|
)
|
|||
Fair value of plan assets
|
625
|
|
|
630
|
|
|
500
|
|
|
Pension Benefits
|
|
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
Other Benefits
|
||||||||||||||||||
(In millions)
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
2013
|
|
2012
|
||||||||||||
Change in benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
1,146
|
|
|
$
|
565
|
|
|
$
|
986
|
|
|
$
|
465
|
|
|
$
|
311
|
|
|
$
|
301
|
|
Service cost
|
33
|
|
|
22
|
|
|
31
|
|
|
19
|
|
|
4
|
|
|
4
|
|
||||||
Interest cost
|
40
|
|
|
24
|
|
|
42
|
|
|
22
|
|
|
12
|
|
|
14
|
|
||||||
Actuarial loss (gain)
|
(140
|
)
|
|
40
|
|
|
196
|
|
|
49
|
|
|
(31
|
)
|
|
8
|
|
||||||
Foreign currency exchange rate changes
|
—
|
|
|
11
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(146
|
)
|
|
(13
|
)
|
|
(109
|
)
|
|
(15
|
)
|
|
(17
|
)
|
|
(16
|
)
|
||||||
Ending balance
|
$
|
933
|
|
|
$
|
649
|
|
|
$
|
1,146
|
|
|
$
|
565
|
|
|
$
|
279
|
|
|
$
|
311
|
|
Change in fair value of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
630
|
|
|
$
|
500
|
|
|
$
|
516
|
|
|
$
|
412
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
65
|
|
|
74
|
|
|
66
|
|
|
57
|
|
|
—
|
|
|
—
|
|
||||||
Employer contributions
|
76
|
|
|
23
|
|
|
157
|
|
|
24
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency exchange rate changes
|
—
|
|
|
13
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(146
|
)
|
|
(13
|
)
|
|
(109
|
)
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
||||||
Ending balance
|
$
|
625
|
|
|
$
|
597
|
|
|
$
|
630
|
|
|
$
|
500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status of plans at December 31
|
$
|
(308
|
)
|
|
$
|
(52
|
)
|
|
$
|
(516
|
)
|
|
$
|
(65
|
)
|
|
$
|
(279
|
)
|
|
$
|
(311
|
)
|
Amounts recognized in the consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
(16
|
)
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
(19
|
)
|
|
(19
|
)
|
||||||
Noncurrent liabilities
|
(292
|
)
|
|
(52
|
)
|
|
(499
|
)
|
|
(65
|
)
|
|
(260
|
)
|
|
(292
|
)
|
||||||
Accrued benefit cost
|
$
|
(308
|
)
|
|
$
|
(52
|
)
|
|
$
|
(516
|
)
|
|
$
|
(65
|
)
|
|
$
|
(279
|
)
|
|
$
|
(311
|
)
|
Pretax amounts in accumulated other
comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss (gain)
|
$
|
262
|
|
|
$
|
59
|
|
|
$
|
511
|
|
|
$
|
74
|
|
|
$
|
(8
|
)
|
|
$
|
23
|
|
Prior service cost (credit)
|
15
|
|
|
9
|
|
|
21
|
|
|
10
|
|
|
(5
|
)
|
|
(11
|
)
|
|
Pension Benefits
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
Other Benefits
|
||||||||||||||||||||||||||||
(In millions)
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Service cost
|
$
|
33
|
|
|
$
|
22
|
|
|
$
|
31
|
|
|
$
|
19
|
|
|
$
|
28
|
|
|
$
|
19
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
4
|
|
Interest cost
|
40
|
|
|
24
|
|
|
42
|
|
|
22
|
|
|
44
|
|
|
22
|
|
|
12
|
|
|
14
|
|
|
16
|
|
|||||||||
Expected return on plan assets
|
(43
|
)
|
|
(24
|
)
|
|
(43
|
)
|
|
(22
|
)
|
|
(43
|
)
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
- prior service cost (credit)
|
6
|
|
|
1
|
|
|
7
|
|
|
1
|
|
|
6
|
|
|
—
|
|
|
(6
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|||||||||
- actuarial loss
|
43
|
|
|
4
|
|
|
48
|
|
|
4
|
|
|
47
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net settlement loss
(a)
|
45
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net periodic benefit cost
(b)
|
$
|
124
|
|
|
$
|
27
|
|
|
$
|
130
|
|
|
$
|
24
|
|
|
$
|
112
|
|
|
$
|
20
|
|
|
$
|
10
|
|
|
$
|
11
|
|
|
$
|
13
|
|
Other changes in plan assets and benefit obligations recognized in other comprehensive (income) loss (pretax):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Actuarial loss (gain)
|
$
|
(161
|
)
|
|
$
|
(11
|
)
|
|
$
|
172
|
|
|
$
|
15
|
|
|
$
|
97
|
|
|
$
|
24
|
|
|
$
|
(31
|
)
|
|
$
|
7
|
|
|
$
|
1
|
|
Amortization of actuarial (loss) gain
|
(88
|
)
|
|
(4
|
)
|
|
(93
|
)
|
|
(4
|
)
|
|
(77
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Prior service cost (credit)
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of prior service credit (cost)
|
(6
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|
—
|
|
|
6
|
|
|
7
|
|
|
7
|
|
|||||||||
Spin-off downstream business
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total recognized in other comprehensive (income) loss
|
$
|
(255
|
)
|
|
$
|
(16
|
)
|
|
$
|
72
|
|
|
$
|
11
|
|
|
$
|
(10
|
)
|
|
$
|
11
|
|
|
$
|
(25
|
)
|
|
$
|
14
|
|
|
$
|
8
|
|
Total recognized in net periodic benefit cost and other comprehensive (income) loss
|
$
|
(131
|
)
|
|
$
|
11
|
|
|
$
|
202
|
|
|
$
|
35
|
|
|
$
|
102
|
|
|
$
|
31
|
|
|
$
|
(15
|
)
|
|
$
|
25
|
|
|
$
|
21
|
|
(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
2013
,
2012
and
2011
.
|
(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
|
|
|
|
|
|
|
|||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
Other Benefits
|
|||||||||||||||||||
(In millions)
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
2013
|
|
2012
|
|
2011
|
|||||||||
Weighted average assumptions used to determine benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Discount rate
|
4.28
|
%
|
|
4.60
|
%
|
|
3.44
|
%
|
|
4.40
|
%
|
|
4.45
|
%
|
|
4.70
|
%
|
|
4.85
|
%
|
|
4.06
|
%
|
|
4.90
|
%
|
Rate of compensation increase
|
5.00
|
%
|
|
4.90
|
%
|
|
5.00
|
%
|
|
4.50
|
%
|
|
5.00
|
%
|
|
4.30
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Weighted average assumptions used to determine net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Discount rate
|
3.79
|
%
|
|
4.40
|
%
|
|
4.21
|
%
|
|
4.70
|
%
|
|
5.05
|
%
|
|
5.40
|
%
|
|
4.06
|
%
|
|
4.90
|
%
|
|
5.55
|
%
|
Expected long-term return on plan assets
|
7.25
|
%
|
(a)
|
4.90
|
%
|
|
7.75
|
%
|
|
5.20
|
%
|
|
8.50
|
%
|
|
5.86
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Rate of compensation increase
|
5.00
|
%
|
|
4.50
|
%
|
|
5.00
|
%
|
|
4.30
|
%
|
|
5.00
|
%
|
|
5.10
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
(a)
|
Effective January 1, 2014, the expected long-term return on U.S. plan assets was changed from
7.25 percent
to
6.75 percent
.
|
|
2013
|
|
2012
|
|
2011
|
|||
Health care cost trend rate assumed for the following year:
|
|
|
|
|
|
|||
Medical
|
|
|
|
|
|
|||
Pre-65
|
7.50
|
%
|
|
8.00
|
%
|
|
7.50
|
%
|
Post-65
|
6.50
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
Prescription drugs
|
7.00
|
%
|
|
7.00
|
%
|
|
7.50
|
%
|
EGWP subsidy
(a)
|
8.70
|
%
|
|
7.50
|
%
|
|
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
|
%
|
|
5.00
|
%
|
|
n/a
|
|
Year that the rate reaches the ultimate trend rate:
|
|
|
|
|
|
|||
Medical
|
|
|
|
|
|
|||
Pre-65
|
2020
|
|
|
2020
|
|
|
2018
|
|
Post-65
|
2020
|
|
|
2018
|
|
|
2017
|
|
Prescription drugs
|
2020
|
|
|
2018
|
|
|
2018
|
|
EGWP subsidy
(a)
|
2020
|
|
|
2020
|
|
|
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
|
$
|
30
|
|
|
$
|
(25
|
)
|
|
December 31, 2013
|
||||||||||||||||||||||||||||||
(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
|
$
|
19
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
1
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common stock
(a)
|
288
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
288
|
|
|
—
|
|
||||||||
Preferred stock
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||||||
Private equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
|
—
|
|
||||||||
REIT
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||||||
Mutual funds
(b)
|
—
|
|
|
219
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
219
|
|||||||||
Pooled funds
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
186
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
186
|
|
||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. treasury notes
|
63
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
—
|
|
||||||||
Exchange traded funds
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||||
Corporate bonds
(d)
|
—
|
|
|
—
|
|
|
127
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127
|
|
|
—
|
|
||||||||
Municipal bonds
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
|||||||||
Non-U.S. government bonds
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||||||
Private placements
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
||||||||
Taxable municipal bonds
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
||||||||
Treasury inflation-protected securities
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||||
Yankee bonds
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||||||
Commingled fund
(e)
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
||||||||
Pooled funds
(f)
|
—
|
|
|
—
|
|
|
—
|
|
|
178
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
178
|
|
||||||||
Real estate
(g)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
|
—
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|
13
|
|
||||||||
Total investments, at fair value
|
$
|
378
|
|
|
$
|
220
|
|
|
$
|
190
|
|
|
$
|
377
|
|
|
$
|
57
|
|
|
$
|
—
|
|
|
$
|
625
|
|
|
$
|
597
|
|
|
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 funds
|
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
|
|
(a)
|
Includes approximately
60 percent
of investments held in U.S. and non-U.S. common stocks in the banking, pharmaceuticals, oil and gas, insurance, telecommunications, electric, aerospace/defense, retail, transportation, food processing, semiconductors, and chemicals 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 consumer staples, financial services, health care, energy, basic materials, leisure, and industrial goods and services 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
80 percent
of investments held in non-U.S. publicly traded common stocks (specifically Asia Pacific, except Japan, and the U.K.) in the financial, consumer staples, information technology, materials, energy, industrials, and telecommunication services sectors and the remaining
20 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, utilities, oil and gas, news/media, and health care sectors. The remaining
30 percent
of corporate bonds are in various other sectors.
|
(e)
|
Includes approximately
90 percent
of investments held in U.S. and non-U.S. corporate bonds in the consumer discretionary, financial, industrial, telecommunication services, energy, health care, information technology and materials sectors and
10 percent
of investments held among various other sectors.
|
(f)
|
Includes approximately
75 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
25 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.
|
|
2013
|
||||||||||||||
(In millions)
|
Private
Equity
|
|
Real
Estate
|
|
Other
|
|
Total
|
||||||||
Beginning balance
|
$
|
25
|
|
|
$
|
23
|
|
|
$
|
12
|
|
|
$
|
60
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
||||||||
Realized gain
|
6
|
|
|
1
|
|
|
—
|
|
|
7
|
|
||||
Unrealized gain (loss)
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Purchases
|
6
|
|
|
1
|
|
|
—
|
|
|
7
|
|
||||
Sales
|
(13
|
)
|
|
(4
|
)
|
|
—
|
|
|
(17
|
)
|
||||
Ending balance
|
$
|
23
|
|
|
$
|
22
|
|
|
$
|
12
|
|
|
$
|
57
|
|
|
2012
|
||||||||||||||
(In millions)
|
Private
Equity |
|
Real
Estate |
|
Other
|
|
Total
|
||||||||
Beginning balance
|
$
|
23
|
|
|
$
|
21
|
|
|
$
|
14
|
|
|
$
|
58
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
||||||||
Realized gain
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Unrealized gain (loss)
|
1
|
|
|
1
|
|
|
(2
|
)
|
|
—
|
|
||||
Purchases
|
4
|
|
|
3
|
|
|
—
|
|
|
7
|
|
||||
Sales
|
(5
|
)
|
|
(2
|
)
|
|
—
|
|
|
(7
|
)
|
||||
Ending balance
|
$
|
25
|
|
|
$
|
23
|
|
|
$
|
12
|
|
|
$
|
60
|
|
(a)
|
Primarily as a result of retirements effective January 1, 2014, actual 2014 U.S. gross benefit payments will exceed the actuarial estimate above, including approximately $163 million which will be paid during the first quarter of 2014.
|
|
2013
|
|
2012
|
|
2011
|
|||
Exercise price per share
|
$33.54
|
|
$33.52
|
|
$32.30
|
|||
Expected annual dividend yield
|
2.1
|
%
|
|
2.2
|
%
|
|
2.1
|
%
|
Expected life in years
|
6.1
|
|
|
5.5
|
|
|
5.3
|
|
Expected volatility
|
38
|
%
|
|
41
|
%
|
|
40
|
%
|
Risk-free interest rate
|
1.6
|
%
|
|
1.2
|
%
|
|
1.7
|
%
|
Weighted average grant date fair value of stock option awards granted
|
$10.25
|
|
$10.86
|
|
$10.44
|
|
Number
of Shares
|
|
Weighted Average
Exercise price
|
Outstanding at beginning of year
|
19,536,965
|
|
$26.19
|
Granted
|
2,051,386
|
|
$33.54
|
Exercised
|
(2,718,639)
|
|
$22.36
|
Canceled
|
(764,825)
|
|
$34.02
|
Outstanding at end of year
|
18,104,887
|
|
$27.27
|
|
|
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
|
|
259,164
|
|
0.3 years
|
|
$10.53
|
|
259,164
|
|
$10.53
|
$12.76-16.81
|
|
1,937,181
|
|
3 years
|
|
$15.13
|
|
1,937,181
|
|
$15.13
|
$16.82-23.20
|
|
4,255,365
|
|
5 years
|
|
$18.57
|
|
4,255,365
|
|
$18.57
|
$23.21-29.24
|
|
1,740,398
|
|
4 years
|
|
$24.59
|
|
1,489,683
|
|
$24.05
|
$29.25-36.03
|
|
7,541,433
|
|
7 years
|
|
$33.06
|
|
3,967,422
|
|
$32.70
|
$36.04-46.41
|
|
2,371,346
|
|
3 years
|
|
$38.19
|
|
2,277,817
|
|
$38.26
|
Total
|
|
18,104,887
|
|
5 years
|
|
$27.27
|
|
14,186,632
|
|
$25.64
|
|
Awards
|
|
Weighted Average
Grant Date
Fair Value
|
|
Unvested at beginning of year
|
4,177,884
|
|
|
$29.02
|
Granted
|
2,120,839
|
|
|
$33.69
|
Vested
|
(1,713,763
|
)
|
|
$27.78
|
Forfeited
|
(553,072
|
)
|
|
$30.58
|
Unvested at end of year
|
4,031,888
|
|
|
$31.80
|
|
|
|
Valuation date stock price
|
$35.30
|
|
Expected annual dividend yield
|
2.1
|
%
|
Expected volatility
|
26
|
%
|
2-Year risk-free interest rate
|
0.4
|
%
|
Fair value of stock-based performance units outstanding
|
$34.08
|
(In millions)
|
2013
|
|
Income Statement Line
|
||
Accumulated Other Comprehensive Loss Components
|
|
|
|||
|
Income (Expense)
|
|
|
||
Postretirement and postemployment plans
|
|
|
|
||
Amortization of actuarial loss
|
$
|
(47
|
)
|
|
General and administrative
|
Net settlement loss
|
(45
|
)
|
|
General and administrative
|
|
|
35
|
|
|
Provision for income taxes
|
|
|
(57
|
)
|
|
Net of tax
|
|
Other insignificant items, net of tax
|
(1
|
)
|
|
|
|
Total reclassifications for the period
|
$
|
(58
|
)
|
|
Net income
|
(In millions)
|
Capital
Lease
Obligations
|
|
Operating
Lease
Obligations
|
||||
2014
|
$
|
1
|
|
|
$
|
45
|
|
2015
|
1
|
|
|
42
|
|
||
2016
|
1
|
|
|
34
|
|
||
2017
|
1
|
|
|
22
|
|
||
2018
|
1
|
|
|
20
|
|
||
Later years
|
23
|
|
|
48
|
|
||
Sublease rentals
|
—
|
|
|
(4
|
)
|
||
Total minimum lease payments
|
$
|
28
|
|
|
$
|
207
|
|
Less imputed interest costs
|
(18
|
)
|
|
|
|||
Present value of net minimum lease payments
|
$
|
10
|
|
|
|
|
2013
|
|
2012
|
||||||||||||||||||||||||||||
(In millions, except per share data)
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
||||||||||||||||
Revenues
|
$
|
3,784
|
|
|
$
|
3,839
|
|
|
$
|
3,699
|
|
|
$
|
3,179
|
|
|
$
|
3,793
|
|
|
$
|
3,732
|
|
|
$
|
4,036
|
|
|
$
|
4,131
|
|
Income from continuing operations before income taxes
|
1,367
|
|
|
1,467
|
|
|
1,278
|
|
|
818
|
|
|
1,350
|
|
|
1,421
|
|
|
1,733
|
|
|
1,626
|
|
||||||||
Income from continuing operations
|
380
|
|
|
399
|
|
|
518
|
|
|
296
|
|
|
423
|
|
|
406
|
|
|
469
|
|
|
315
|
|
||||||||
Discontinued operations
(a)
|
3
|
|
|
27
|
|
|
51
|
|
|
79
|
|
|
(6
|
)
|
|
(13
|
)
|
|
(19
|
)
|
|
7
|
|
||||||||
Net income
|
$
|
383
|
|
|
$
|
426
|
|
|
$
|
569
|
|
|
$
|
375
|
|
|
$
|
417
|
|
|
$
|
393
|
|
|
$
|
450
|
|
|
$
|
322
|
|
Income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing operations
|
$0.54
|
|
$0.56
|
|
$0.73
|
|
$0.43
|
|
$0.60
|
|
$0.58
|
|
$0.67
|
|
$0.45
|
||||||||||||||||
Discontinued operations
(a)
|
$0.00
|
|
$0.04
|
|
$0.07
|
|
$0.11
|
|
($0.01)
|
|
($0.02)
|
|
($0.03)
|
|
$0.01
|
||||||||||||||||
Net income
|
$0.54
|
|
$0.60
|
|
$0.80
|
|
$0.54
|
|
$0.59
|
|
$0.56
|
|
$0.64
|
|
$0.46
|
||||||||||||||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing operations
|
$0.54
|
|
$0.56
|
|
$0.73
|
|
$0.43
|
|
$0.60
|
|
$0.58
|
|
$0.66
|
|
$0.44
|
||||||||||||||||
Discontinued operations
(a)
|
$0.00
|
|
$0.04
|
|
$0.07
|
|
$0.11
|
|
($0.01)
|
|
($0.02)
|
|
($0.03)
|
|
$0.01
|
||||||||||||||||
Net income
|
$0.54
|
|
$0.60
|
|
$0.80
|
|
$0.54
|
|
$0.59
|
|
$0.56
|
|
$0.63
|
|
$0.45
|
||||||||||||||||
Dividends paid per share
|
$0.17
|
|
$0.17
|
|
$0.19
|
|
$0.19
|
|
$0.17
|
|
$0.17
|
|
$0.17
|
|
$0.17
|
(bcf)
|
U.S.
|
|
Canada
|
|
E.G.
(a)
|
|
Other
Africa
|
|
Europe
|
|
Disc Ops
|
|
Total
|
|||||||
Natural Gas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Proved developed and undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Beginning of year - 2011
|
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
|
|
Revisions of previous estimates
|
(4
|
)
|
|
—
|
|
|
45
|
|
|
4
|
|
|
43
|
|
|
—
|
|
|
88
|
|
Purchases of reserves in place
|
13
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
Extensions, discoveries and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
additions
|
163
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
175
|
|
Production
(b)
|
(114
|
)
|
|
—
|
|
|
(161
|
)
|
|
(8
|
)
|
|
(28
|
)
|
|
—
|
|
|
(311
|
)
|
Sales of reserves in place
|
(76
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(76
|
)
|
End of year - 2013
|
1,025
|
|
|
—
|
|
|
1,320
|
|
|
205
|
|
|
121
|
|
|
—
|
|
|
2,671
|
|
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Beginning of year - 2011
|
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
|
|
End of year - 2013
|
540
|
|
|
—
|
|
|
823
|
|
|
95
|
|
|
41
|
|
|
—
|
|
|
1,499
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Beginning of year - 2011
|
154
|
|
|
—
|
|
|
465
|
|
|
1
|
|
|
73
|
|
|
—
|
|
|
693
|
|
End of year - 2011
|
321
|
|
|
—
|
|
|
467
|
|
|
—
|
|
|
79
|
|
|
—
|
|
|
867
|
|
End of year - 2012
|
497
|
|
|
—
|
|
|
444
|
|
|
110
|
|
|
75
|
|
|
—
|
|
|
1,126
|
|
End of year - 2013
|
485
|
|
|
—
|
|
|
497
|
|
|
110
|
|
|
80
|
|
|
—
|
|
|
1,172
|
|
(mmbbl)
|
U.S.
|
|
Canada
|
|
E.G.
(a)
|
|
Other
Africa
|
|
Europe
|
|
Disc Ops
|
|
Total
|
|||||||
Synthetic crude oil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Proved developed and undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Beginning of year - 2011
|
—
|
|
|
572
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
572
|
|
Revisions of previous estimates
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
Extensions, discoveries and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
additions
|
—
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
Production
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
End of year - 2011
|
—
|
|
|
623
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
623
|
|
Revisions of previous estimates
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
Production
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
End of year - 2012
|
—
|
|
|
653
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
653
|
|
Revisions of previous estimates
|
—
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
Extensions, discoveries and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
additions
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
Production
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
End of year - 2013
|
—
|
|
|
680
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
680
|
|
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Beginning of year - 2011
|
—
|
|
|
433
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
433
|
|
End of year - 2011
|
—
|
|
|
623
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
623
|
|
End of year - 2012
|
—
|
|
|
653
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
653
|
|
End of year - 2013
|
—
|
|
|
674
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
674
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Beginning of year - 2011
|
—
|
|
|
139
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
139
|
|
End of year - 2011
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
End of year - 2012
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
End of year - 2013
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
(mmboe)
|
U.S.
|
|
Canada
|
|
E.G.
(a)
|
|
Other
Africa
|
|
Europe
|
|
Disc Ops
|
|
Total
|
|||||||
Total Proved Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Proved developed and undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Beginning of year - 2011
|
297
|
|
|
572
|
|
|
394
|
|
|
242
|
|
|
118
|
|
|
15
|
|
|
1,638
|
|
Revisions of previous estimates
|
19
|
|
|
17
|
|
|
25
|
|
|
(1
|
)
|
|
25
|
|
|
2
|
|
|
87
|
|
Improved recovery
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Purchases of reserves in place
|
109
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109
|
|
Extensions, discoveries and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
additions
|
45
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
1
|
|
|
110
|
|
Production
(b)
|
(47
|
)
|
|
(14
|
)
|
|
(40
|
)
|
|
(2
|
)
|
|
(42
|
)
|
|
—
|
|
|
(145
|
)
|
End of year - 2011
|
424
|
|
|
623
|
|
|
379
|
|
|
239
|
|
|
117
|
|
|
18
|
|
|
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
|
|
|
244
|
|
|
106
|
|
|
18
|
|
|
2,017
|
|
Revisions of previous estimates
|
45
|
|
|
36
|
|
|
7
|
|
|
12
|
|
|
33
|
|
|
(1
|
)
|
|
132
|
|
Improved recovery
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
11
|
|
Purchases of reserves in place
|
16
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
Extensions, discoveries and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
additions
|
164
|
|
|
6
|
|
|
2
|
|
|
3
|
|
|
6
|
|
|
3
|
|
|
184
|
|
Production
(b)
|
(74
|
)
|
|
(15
|
)
|
|
(39
|
)
|
|
(10
|
)
|
|
(36
|
)
|
|
(3
|
)
|
|
(177
|
)
|
Sales of reserves in place
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
End of year - 2013
|
787
|
|
|
680
|
|
|
318
|
|
|
249
|
|
|
109
|
|
|
28
|
|
|
2,171
|
|
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Beginning of year - 2011
|
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
|
|
End of year - 2013
|
382
|
|
|
674
|
|
|
193
|
|
|
192
|
|
|
84
|
|
|
19
|
|
|
1,544
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Beginning of year - 2011
|
75
|
|
|
139
|
|
|
110
|
|
|
44
|
|
|
22
|
|
|
15
|
|
|
405
|
|
End of year - 2011
|
191
|
|
|
—
|
|
|
117
|
|
|
43
|
|
|
26
|
|
|
18
|
|
|
395
|
|
End of year - 2012
|
360
|
|
|
—
|
|
|
116
|
|
|
59
|
|
|
18
|
|
|
18
|
|
|
571
|
|
End of year - 2013
|
405
|
|
|
6
|
|
|
125
|
|
|
57
|
|
|
25
|
|
|
9
|
|
|
627
|
|
(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
(a)
|
|
Europe
|
|
Other
Int’l
|
|
Total
|
||||||||||||||
2013 Capitalized Costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Proved properties
|
$
|
24,165
|
|
|
$
|
9,276
|
|
|
$
|
1,683
|
|
|
$
|
2,257
|
|
|
$
|
8,898
|
|
|
$
|
—
|
|
|
$
|
46,279
|
|
Unproved properties
|
2,097
|
|
|
1,508
|
|
|
31
|
|
|
693
|
|
|
296
|
|
|
214
|
|
|
4,839
|
|
|||||||
Total
|
26,262
|
|
|
10,784
|
|
|
1,714
|
|
|
2,950
|
|
|
9,194
|
|
|
214
|
|
|
51,118
|
|
|||||||
Accumulated depreciation,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
depletion and amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Proved properties
|
11,568
|
|
|
989
|
|
|
918
|
|
|
307
|
|
|
7,607
|
|
|
—
|
|
|
21,389
|
|
|||||||
Unproved properties
|
180
|
|
|
1
|
|
|
—
|
|
|
13
|
|
|
7
|
|
|
8
|
|
|
209
|
|
|||||||
Total
|
11,748
|
|
|
990
|
|
|
918
|
|
|
320
|
|
|
7,614
|
|
|
8
|
|
|
21,598
|
|
|||||||
Net capitalized costs
|
$
|
14,514
|
|
|
$
|
9,794
|
|
|
$
|
796
|
|
|
$
|
2,630
|
|
|
$
|
1,580
|
|
|
$
|
206
|
|
|
$
|
29,520
|
|
2012 Capitalized Costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Proved properties
|
$
|
21,106
|
|
|
$
|
8,963
|
|
|
$
|
1,586
|
|
|
$
|
1,898
|
|
|
$
|
8,690
|
|
|
$
|
—
|
|
|
$
|
42,243
|
|
Unproved properties
|
3,222
|
|
|
1,513
|
|
|
29
|
|
|
602
|
|
|
160
|
|
|
146
|
|
|
5,672
|
|
|||||||
Total
|
24,328
|
|
|
10,476
|
|
|
1,615
|
|
|
2,500
|
|
|
8,850
|
|
|
146
|
|
|
47,915
|
|
|||||||
Accumulated depreciation,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
depletion and amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Proved properties
|
10,493
|
|
|
781
|
|
|
824
|
|
|
174
|
|
|
7,191
|
|
|
—
|
|
|
19,463
|
|
|||||||
Unproved properties
|
293
|
|
|
1
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
20
|
|
|
327
|
|
|||||||
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
|
|
(a)
|
Includes Angola costs.
|
(In millions)
|
U.S.
|
|
Canada
|
|
E.G.
|
|
Other
Africa
|
|
Europe
|
|
Other
Int’l
|
|
Disc Ops
|
|
Total
|
||||||||||||||||
2013 Property acquisition:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Proved
|
$
|
51
|
|
|
$
|
30
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
90
|
|
Unproved
|
157
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
222
|
|
||||||||
Exploration
|
885
|
|
|
9
|
|
|
4
|
|
|
124
|
|
|
102
|
|
|
137
|
|
|
10
|
|
|
1,271
|
|
||||||||
Development
|
2,876
|
|
|
280
|
|
|
84
|
|
|
46
|
|
|
354
|
|
|
1
|
|
|
227
|
|
|
3,868
|
|
||||||||
Total
|
$
|
3,969
|
|
|
$
|
319
|
|
|
$
|
97
|
|
|
$
|
214
|
|
|
$
|
456
|
|
|
$
|
159
|
|
|
$
|
237
|
|
|
$
|
5,451
|
|
2012 Property acquisition:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Proved
|
$
|
756
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
759
|
|
Unproved
|
432
|
|
|
—
|
|
|
18
|
|
|
63
|
|
|
—
|
|
|
(13
|
)
|
|
5
|
|
|
505
|
|
||||||||
Exploration
|
1,587
|
|
|
31
|
|
|
3
|
|
|
25
|
|
|
54
|
|
|
136
|
|
|
20
|
|
|
1,856
|
|
||||||||
Development
|
2,469
|
|
|
195
|
|
|
22
|
|
|
15
|
|
|
468
|
|
|
5
|
|
|
353
|
|
|
3,527
|
|
||||||||
Total
|
$
|
5,244
|
|
|
$
|
226
|
|
|
$
|
43
|
|
|
$
|
103
|
|
|
$
|
525
|
|
|
$
|
128
|
|
|
$
|
378
|
|
|
$
|
6,647
|
|
2011 Property acquisition:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Proved
|
$
|
1,782
|
|
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,788
|
|
Unproved
|
3,271
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
57
|
|
|
1
|
|
|
3,336
|
|
||||||||
Exploration
|
782
|
|
|
42
|
|
|
—
|
|
|
10
|
|
|
109
|
|
|
168
|
|
|
23
|
|
|
1,134
|
|
||||||||
Development
|
889
|
|
|
293
|
|
|
18
|
|
|
(5
|
)
|
|
388
|
|
|
—
|
|
|
299
|
|
|
1,882
|
|
||||||||
Total
|
$
|
6,724
|
|
|
$
|
340
|
|
|
$
|
19
|
|
|
$
|
5
|
|
|
$
|
504
|
|
|
$
|
225
|
|
|
$
|
323
|
|
|
$
|
8,140
|
|
(a)
|
Includes costs incurred whether capitalized or expensed.
|
(In millions)
|
U.S.
|
|
Canada
|
|
E.G.
|
|
Other
Africa
|
|
Europe
|
|
Other
Int’l
|
|
Total
|
|||||||||||||||
2013
|
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Sales
|
$
|
5,059
|
|
|
$
|
1,376
|
|
|
$
|
33
|
|
|
$
|
1,106
|
|
|
$
|
924
|
|
|
$
|
—
|
|
|
$
|
8,498
|
|
|
Transfers
|
3
|
|
|
—
|
|
|
715
|
|
|
—
|
|
|
2,941
|
|
|
—
|
|
|
3,659
|
|
|||||||
|
Other income
(a)
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(17
|
)
|
|||||||
|
Total revenues and other income
|
5,053
|
|
|
1,376
|
|
|
748
|
|
|
1,106
|
|
|
3,865
|
|
|
(8
|
)
|
|
12,140
|
|
|||||||
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Production costs
|
(1,318
|
)
|
|
(867
|
)
|
|
(113
|
)
|
|
(73
|
)
|
|
(498
|
)
|
|
—
|
|
|
(2,869
|
)
|
|||||||
|
Exploration expenses
|
(717
|
)
|
|
(8
|
)
|
|
(3
|
)
|
|
(65
|
)
|
|
(123
|
)
|
|
(72
|
)
|
|
(988
|
)
|
|||||||
|
Depreciation, depletion and amortization
(b)
|
(1,980
|
)
|
|
(218
|
)
|
|
(97
|
)
|
|
(28
|
)
|
|
(440
|
)
|
|
—
|
|
|
(2,763
|
)
|
|||||||
|
Administrative expenses
|
(185
|
)
|
|
(21
|
)
|
|
(30
|
)
|
|
(19
|
)
|
|
(36
|
)
|
|
(14
|
)
|
|
(305
|
)
|
|||||||
|
Total expenses
|
(4,200
|
)
|
|
(1,114
|
)
|
|
(243
|
)
|
|
(185
|
)
|
|
(1,097
|
)
|
|
(86
|
)
|
|
(6,925
|
)
|
|||||||
|
Results before income taxes
|
853
|
|
|
262
|
|
|
505
|
|
|
921
|
|
|
2,768
|
|
|
(94
|
)
|
|
5,215
|
|
|||||||
|
Income tax (provision) benefit
|
(323
|
)
|
|
(66
|
)
|
|
(182
|
)
|
|
(920
|
)
|
|
(2,004
|
)
|
|
26
|
|
|
(3,469
|
)
|
|||||||
|
Results of continuing operations
|
$
|
530
|
|
|
$
|
196
|
|
|
$
|
323
|
|
|
$
|
1
|
|
|
$
|
764
|
|
|
$
|
(68
|
)
|
|
$
|
1,746
|
|
|
Results of discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
160
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
160
|
|
2012
|
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Sales
|
$
|
3,879
|
|
|
$
|
1,261
|
|
|
$
|
29
|
|
|
$
|
2,000
|
|
|
$
|
835
|
|
|
$
|
—
|
|
|
$
|
8,004
|
|
|
Transfers
|
2
|
|
|
—
|
|
|
818
|
|
|
—
|
|
|
3,601
|
|
|
—
|
|
|
4,421
|
|
|||||||
|
Other income
(a)
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
(40
|
)
|
|||||||
|
Total revenues and other income
|
3,873
|
|
|
1,261
|
|
|
847
|
|
|
2,000
|
|
|
4,436
|
|
|
(32
|
)
|
|
12,385
|
|
|||||||
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Production costs
|
(1,054
|
)
|
|
(826
|
)
|
|
(141
|
)
|
|
(58
|
)
|
|
(398
|
)
|
|
—
|
|
|
(2,477
|
)
|
|||||||
|
Exploration expenses
|
(558
|
)
|
|
(30
|
)
|
|
(5
|
)
|
|
(10
|
)
|
|
(34
|
)
|
|
(69
|
)
|
|
(706
|
)
|
|||||||
|
Depreciation, depletion and amortization
(b)
|
(1,792
|
)
|
|
(217
|
)
|
|
(95
|
)
|
|
(43
|
)
|
|
(615
|
)
|
|
—
|
|
|
(2,762
|
)
|
|||||||
|
Administrative expenses
|
(193
|
)
|
|
(8
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|
(40
|
)
|
|
(12
|
)
|
|
(262
|
)
|
|||||||
|
Total expenses
|
(3,597
|
)
|
|
(1,081
|
)
|
|
(246
|
)
|
|
(115
|
)
|
|
(1,087
|
)
|
|
(81
|
)
|
|
(6,207
|
)
|
|||||||
|
Results before income taxes
|
276
|
|
|
180
|
|
|
601
|
|
|
1,885
|
|
|
3,349
|
|
|
(113
|
)
|
|
6,178
|
|
|||||||
|
Income tax (provision) benefit
|
(100
|
)
|
|
(45
|
)
|
|
(210
|
)
|
|
(1,795
|
)
|
|
(2,486
|
)
|
|
51
|
|
|
(4,585
|
)
|
|||||||
|
Results of continuing operations
|
$
|
176
|
|
|
$
|
135
|
|
|
$
|
391
|
|
|
$
|
90
|
|
|
$
|
863
|
|
|
$
|
(62
|
)
|
|
$
|
1,593
|
|
|
Results of discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(31
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(31
|
)
|
2011
|
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Sales
|
$
|
3,058
|
|
|
$
|
1,332
|
|
|
$
|
29
|
|
|
$
|
216
|
|
|
$
|
1,000
|
|
|
$
|
—
|
|
|
$
|
5,635
|
|
|
Transfers
|
63
|
|
|
—
|
|
|
905
|
|
|
—
|
|
|
3,546
|
|
|
—
|
|
|
4,514
|
|
|||||||
|
Other income
(a)
|
41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
56
|
|
|||||||
|
Total revenues and other income
|
3,162
|
|
|
1,332
|
|
|
934
|
|
|
216
|
|
|
4,561
|
|
|
—
|
|
|
10,205
|
|
|||||||
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Production costs
(c)
|
(961
|
)
|
|
(818
|
)
|
|
(118
|
)
|
|
(24
|
)
|
|
(376
|
)
|
|
—
|
|
|
(2,297
|
)
|
|||||||
|
Exploration expenses
|
(377
|
)
|
|
(11
|
)
|
|
(1
|
)
|
|
1
|
|
|
(86
|
)
|
|
(167
|
)
|
|
(641
|
)
|
|||||||
|
Depreciation, depletion and amortization
(b)
|
(1,472
|
)
|
|
(196
|
)
|
|
(104
|
)
|
|
(9
|
)
|
|
(684
|
)
|
|
—
|
|
|
(2,465
|
)
|
|||||||
|
Administrative expenses
|
(182
|
)
|
|
(10
|
)
|
|
—
|
|
|
(1
|
)
|
|
(18
|
)
|
|
(10
|
)
|
|
(221
|
)
|
|||||||
|
Total expenses
|
(2,992
|
)
|
|
(1,035
|
)
|
|
(223
|
)
|
|
(33
|
)
|
|
(1,164
|
)
|
|
(177
|
)
|
|
(5,624
|
)
|
|||||||
|
Results before income taxes
|
170
|
|
|
297
|
|
|
711
|
|
|
183
|
|
|
3,397
|
|
|
(177
|
)
|
|
4,581
|
|
|||||||
|
Income tax (provision) benefit
|
(59
|
)
|
|
(75
|
)
|
|
(254
|
)
|
|
(176
|
)
|
|
(2,176
|
)
|
|
65
|
|
|
(2,675
|
)
|
|||||||
|
Results of continuing operations
|
$
|
111
|
|
|
$
|
222
|
|
|
$
|
457
|
|
|
$
|
7
|
|
|
$
|
1,221
|
|
|
$
|
(112
|
)
|
|
$
|
1,906
|
|
|
Results of discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(11
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(11
|
)
|
(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)
|
2013
|
|
2012
|
|
2011
|
||||||
Results of continuing operations
|
$
|
1,746
|
|
|
$
|
1,593
|
|
|
$
|
1,906
|
|
Items not included in results of oil and gas operations, net of tax:
|
|
|
|
|
|
||||||
Marketing income and other non-oil and gas producing related activities
|
42
|
|
|
49
|
|
|
182
|
|
|||
Income from equity method investments
|
340
|
|
|
309
|
|
|
351
|
|
|||
Items not allocated to segment income, net of tax:
|
|
|
|
|
|
||||||
Loss (gain) on asset dispositions
|
20
|
|
|
31
|
|
|
(24
|
)
|
|||
Long-lived asset impairments
|
10
|
|
|
231
|
|
|
181
|
|
|||
Water abatement-Oil Sands Mining
|
—
|
|
|
—
|
|
|
48
|
|
|||
Segment income
|
$
|
2,158
|
|
|
$
|
2,213
|
|
|
$
|
2,644
|
|
|
December 31,
|
||||||||||||||||||||||
(In millions)
|
U.S.
|
|
Canada
|
|
E.G.
|
|
Other
Africa
|
|
Europe
|
|
Total
|
||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Future cash inflows
|
$
|
54,099
|
|
|
$
|
59,585
|
|
|
$
|
5,911
|
|
|
$
|
28,195
|
|
|
$
|
11,395
|
|
|
$
|
159,185
|
|
Future production and administrative costs
|
(16,774
|
)
|
|
(35,954
|
)
|
|
(1,619
|
)
|
|
(976
|
)
|
|
(2,986
|
)
|
|
(58,309
|
)
|
||||||
Future development costs
|
(9,685
|
)
|
|
(9,694
|
)
|
|
(367
|
)
|
|
(793
|
)
|
|
(2,178
|
)
|
|
(22,717
|
)
|
||||||
Future income tax expenses
|
(7,592
|
)
|
|
(3,098
|
)
|
|
(1,032
|
)
|
|
(24,982
|
)
|
|
(4,581
|
)
|
|
(41,285
|
)
|
||||||
Future net cash flows
|
$
|
20,048
|
|
|
$
|
10,839
|
|
|
$
|
2,893
|
|
|
$
|
1,444
|
|
|
$
|
1,650
|
|
|
$
|
36,874
|
|
10 percent annual discount for estimated timing of cash flows
|
(9,940
|
)
|
|
(8,300
|
)
|
|
(1,084
|
)
|
|
(828
|
)
|
|
(252
|
)
|
|
(20,404
|
)
|
||||||
Standardized measure of discounted future net cash flows -
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
related to continuing operations
|
$
|
10,108
|
|
|
$
|
2,539
|
|
|
$
|
1,809
|
|
|
$
|
616
|
|
|
$
|
1,398
|
|
|
$
|
16,470
|
|
related to discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,302
|
|
|
$
|
—
|
|
|
$
|
1,302
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Future cash inflows
|
$
|
42,710
|
|
|
$
|
55,171
|
|
|
$
|
6,627
|
|
|
$
|
28,173
|
|
|
$
|
11,271
|
|
|
$
|
143,952
|
|
Future production and administrative costs
|
(13,765
|
)
|
|
(32,131
|
)
|
|
(1,829
|
)
|
|
(1,015
|
)
|
|
(2,302
|
)
|
|
(51,042
|
)
|
||||||
Future development costs
|
(11,104
|
)
|
|
(9,350
|
)
|
|
(451
|
)
|
|
(787
|
)
|
|
(1,673
|
)
|
|
(23,365
|
)
|
||||||
Future income tax expenses
|
(4,489
|
)
|
|
(2,948
|
)
|
|
(1,191
|
)
|
|
(25,020
|
)
|
|
(5,274
|
)
|
|
(38,922
|
)
|
||||||
Future net cash flows
|
$
|
13,352
|
|
|
$
|
10,742
|
|
|
$
|
3,156
|
|
|
$
|
1,351
|
|
|
$
|
2,022
|
|
|
$
|
30,623
|
|
10 percent annual discount for estimated timing of cash flows
|
(6,956
|
)
|
|
(7,842
|
)
|
|
(1,178
|
)
|
|
(743
|
)
|
|
(327
|
)
|
|
(17,046
|
)
|
||||||
Standardized measure of discounted future net cash flows -
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
related to continuing operations
|
$
|
6,396
|
|
|
$
|
2,900
|
|
|
$
|
1,978
|
|
|
$
|
608
|
|
|
$
|
1,695
|
|
|
$
|
13,577
|
|
related to discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
642
|
|
|
$
|
—
|
|
|
$
|
642
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Future cash inflows
|
$
|
28,108
|
|
|
$
|
59,365
|
|
|
$
|
7,318
|
|
|
$
|
28,197
|
|
|
$
|
12,120
|
|
|
$
|
135,108
|
|
Future production and administrative costs
|
(10,751
|
)
|
|
(28,048
|
)
|
|
(1,931
|
)
|
|
(1,099
|
)
|
|
(2,752
|
)
|
|
(44,581
|
)
|
||||||
Future development costs
|
(6,341
|
)
|
|
(10,346
|
)
|
|
(435
|
)
|
|
(559
|
)
|
|
(1,702
|
)
|
|
(19,383
|
)
|
||||||
Future income tax expenses
|
(2,740
|
)
|
|
(4,490
|
)
|
|
(1,368
|
)
|
|
(25,463
|
)
|
|
(5,375
|
)
|
|
(39,436
|
)
|
||||||
Future net cash flows
|
$
|
8,276
|
|
|
$
|
16,481
|
|
|
$
|
3,584
|
|
|
$
|
1,076
|
|
|
$
|
2,291
|
|
|
$
|
31,708
|
|
10 percent annual discount for estimated timing of cash flows
|
(4,539
|
)
|
|
(11,845
|
)
|
|
(1,331
|
)
|
|
(509
|
)
|
|
(446
|
)
|
|
(18,670
|
)
|
||||||
Standardized measure of discounted future net cash flows -
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
related to continuing operations
|
$
|
3,737
|
|
|
$
|
4,636
|
|
|
$
|
2,253
|
|
|
$
|
567
|
|
|
$
|
1,845
|
|
|
$
|
13,038
|
|
related to discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
743
|
|
|
$
|
—
|
|
|
$
|
743
|
|
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Sales and transfers of oil and gas produced, net of production and administrative costs
|
$
|
(8,997
|
)
|
|
$
|
(9,696
|
)
|
|
$
|
(7,637
|
)
|
Net changes in prices and production and administrative costs related to future production
|
(243
|
)
|
|
(1,445
|
)
|
|
11,786
|
|
|||
Extensions, discoveries and improved recovery, less related costs
|
3,457
|
|
|
2,763
|
|
|
1,369
|
|
|||
Development costs incurred during the period
|
3,708
|
|
|
3,197
|
|
|
1,600
|
|
|||
Changes in estimated future development costs
|
622
|
|
|
25
|
|
|
(1,069
|
)
|
|||
Revisions of previous quantity estimates
(a)
|
3,123
|
|
|
1,652
|
|
|
2,453
|
|
|||
Net changes in purchases and sales of minerals in place
|
(229
|
)
|
|
909
|
|
|
230
|
|
|||
Accretion of discount
|
3,054
|
|
|
3,073
|
|
|
1,989
|
|
|||
Net change in income taxes
|
(1,602
|
)
|
|
61
|
|
|
(6,607
|
)
|
|||
Net change for the year
|
2,893
|
|
|
539
|
|
|
4,114
|
|
|||
Beginning of the year related to continuing operations
|
13,577
|
|
|
13,038
|
|
|
8,924
|
|
|||
End of the year related to continuing operations
|
$
|
16,470
|
|
|
$
|
13,577
|
|
|
$
|
13,038
|
|
Net change for the year related to discontinued operations
|
$
|
660
|
|
|
$
|
(101
|
)
|
|
$
|
478
|
|
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Segment Income
|
|
|
|
|
|
||||||
North America E&P
|
$
|
529
|
|
|
$
|
382
|
|
|
$
|
392
|
|
International E&P
|
1,423
|
|
|
1,660
|
|
|
1,991
|
|
|||
Oil Sands Mining
|
206
|
|
|
171
|
|
|
261
|
|
|||
Segment income
|
2,158
|
|
|
2,213
|
|
|
2,644
|
|
|||
Items not allocated to segments, net of income taxes
|
(565
|
)
|
|
(600
|
)
|
|
(926
|
)
|
|||
Income from continuing operations
|
1,593
|
|
|
1,613
|
|
|
1,718
|
|
|||
Discontinued operations
(a)
|
160
|
|
|
(31
|
)
|
|
1,228
|
|
|||
Net income
|
$
|
1,753
|
|
|
$
|
1,582
|
|
|
$
|
2,946
|
|
Capital Expenditures
(b)
|
|
|
|
|
|
||||||
North America E&P
|
$
|
3,649
|
|
|
$
|
3,988
|
|
|
$
|
2,163
|
|
International E&P
|
764
|
|
|
489
|
|
|
544
|
|
|||
Oil Sands Mining
|
286
|
|
|
188
|
|
|
308
|
|
|||
Corporate
|
58
|
|
|
115
|
|
|
75
|
|
|||
Discontinued operations
(a)
|
227
|
|
|
351
|
|
|
309
|
|
|||
Total
|
$
|
4,984
|
|
|
$
|
5,131
|
|
|
$
|
3,399
|
|
Exploration Expenses
|
|
|
|
|
|
||||||
North America E&P
|
$
|
725
|
|
|
$
|
588
|
|
|
$
|
388
|
|
International E&P
|
263
|
|
|
118
|
|
|
253
|
|
|||
Total
|
$
|
988
|
|
|
$
|
706
|
|
|
$
|
641
|
|
(a)
|
In 2013, we entered into agreements to sell our Angola assets; therefore, our Angola operations are reflected as discontinued operations in all periods presented. The spin-off of the downstream business was completed on June 30, 2011 and has been reported as discontinued operations in 2011.
|
(b)
|
Capital expenditures include changes in accruals.
|
Net Sales Volumes
|
2013
|
|
2012
|
|
2011
|
|||
North America E&P
|
|
|
|
|
|
|||
Crude Oil and Condensate
(mbbld)
|
|
|
|
|
|
|||
Bakken
|
35
|
|
|
27
|
|
|
16
|
|
Eagle Ford
|
51
|
|
|
23
|
|
|
2
|
|
Oklahoma resource basins
|
2
|
|
|
1
|
|
|
—
|
|
Other North America
|
38
|
|
|
45
|
|
|
52
|
|
Total Crude Oil and Condensate
|
126
|
|
|
96
|
|
|
70
|
|
Natural Gas Liquids
(mbbld)
|
|
|
|
|
|
|||
Bakken
|
2
|
|
|
1
|
|
|
—
|
|
Eagle Ford
|
14
|
|
|
5
|
|
|
—
|
|
Oklahoma resource basins
|
4
|
|
|
2
|
|
|
1
|
|
Other North America
|
3
|
|
|
3
|
|
|
4
|
|
Total Natural Gas Liquids
|
23
|
|
|
11
|
|
|
5
|
|
Total Liquid Hydrocarbons
(mbbld)
|
|
|
|
|
|
|||
Bakken
|
37
|
|
|
28
|
|
|
16
|
|
Eagle Ford
|
65
|
|
|
28
|
|
|
2
|
|
Oklahoma resource basins
|
6
|
|
|
3
|
|
|
1
|
|
Other North America
|
41
|
|
|
48
|
|
|
56
|
|
Total Liquid Hydrocarbons
|
149
|
|
|
107
|
|
|
75
|
|
Natural Gas
(mmcfd)
|
|
|
|
|
|
|||
Bakken
|
13
|
|
|
8
|
|
|
6
|
|
Eagle Ford
|
94
|
|
|
37
|
|
|
2
|
|
Oklahoma resource basins
|
48
|
|
|
32
|
|
|
7
|
|
Alaska
|
7
|
|
|
92
|
|
|
94
|
|
Other North America
|
150
|
|
|
189
|
|
|
217
|
|
Total Natural Gas
|
312
|
|
|
358
|
|
|
326
|
|
Total North America E&P
(mboed)
|
201
|
|
|
166
|
|
|
129
|
|
Net Sales Volumes
|
2013
|
|
2012
|
|
2011
|
|||
International E&P
|
|
|
|
|
|
|||
Total Liquid Hydrocarbons
(mbbld)
|
|
|
|
|
|
|||
Equatorial Guinea
|
34
|
|
|
36
|
|
|
38
|
|
Norway
|
71
|
|
|
81
|
|
|
80
|
|
United Kingdom
|
15
|
|
|
16
|
|
|
21
|
|
Libya
|
24
|
|
|
42
|
|
|
5
|
|
Total Liquid Hydrocarbons
|
144
|
|
|
175
|
|
|
144
|
|
Natural Gas
(mmcfd)
|
|
|
|
|
|
|||
Equatorial Guinea
|
442
|
|
|
428
|
|
|
443
|
|
Norway
|
51
|
|
|
53
|
|
|
42
|
|
United Kingdom
(c)
|
32
|
|
|
48
|
|
|
55
|
|
Libya
|
22
|
|
|
15
|
|
|
—
|
|
Total Natural Gas
|
547
|
|
|
544
|
|
|
540
|
|
Total International E&P
(mboed)
|
234
|
|
|
266
|
|
|
234
|
|
Oil Sands Mining
|
|
|
|
|
|
|||
Synthetic Crude Oil
(mbbld)
(d)
|
48
|
|
|
47
|
|
|
43
|
|
Total Continuing Operations
(mboed)
|
483
|
|
|
479
|
|
|
406
|
|
Discontinued Operations
(mboed)
(e)
|
10
|
|
|
—
|
|
|
—
|
|
Total Company
(mboed)
|
493
|
|
|
479
|
|
|
406
|
|
Net Sales Volumes of Equity Method Investees
|
|
|
|
|
|
|||
LNG
(mtd)
|
6,548
|
|
|
6,290
|
|
|
6,681
|
|
Methanol
(mtd)
|
1,249
|
|
|
1,298
|
|
|
1,282
|
|
Average Price Realizations
(f)
|
2013
|
|
2012
|
|
2011
|
||||||
North America E&P
|
|
|
|
|
|
||||||
Crude Oil and Condensate
(per bbl)
|
|
|
|
|
|
||||||
Bakken
|
|
$90.25
|
|
|
|
$83.11
|
|
|
|
$90.60
|
|
Eagle Ford
|
99.69
|
|
|
100.14
|
|
|
101.46
|
|
|||
Oklahoma resource basins
|
94.84
|
|
|
89.26
|
|
|
—
|
|
|||
Other North America
|
90.42
|
|
|
91.75
|
|
|
95.91
|
|
|||
Total Crude Oil and Condensate
|
94.19
|
|
|
91.30
|
|
|
94.80
|
|
|||
Natural Gas Liquids
(per bbl)
|
|
|
|
|
|
||||||
Bakken
|
|
$41.60
|
|
|
|
$42.35
|
|
|
—
|
|
|
Eagle Ford
|
30.16
|
|
|
32.96
|
|
|
—
|
|
|||
Oklahoma resource basins
|
35.28
|
|
|
31.82
|
|
|
$
|
36.95
|
|
||
Other North America
|
55.69
|
|
|
52.51
|
|
|
62.24
|
|
|||
Total Natural Gas Liquids
|
35.12
|
|
|
39.57
|
|
|
58.53
|
|
|||
Total Liquid Hydrocarbons
(per bbl)
(g)
|
|
|
|
|
|
||||||
Bakken
|
|
$87.76
|
|
|
|
$81.36
|
|
|
|
$90.29
|
|
Eagle Ford
|
84.95
|
|
|
88.09
|
|
|
95.84
|
|
|||
Oklahoma resource basins
|
50.77
|
|
|
49.21
|
|
|
36.95
|
|
|||
Other North America
|
88.16
|
|
|
89.03
|
|
|
93.70
|
|
|||
Total Liquid Hydrocarbons
|
85.20
|
|
|
85.80
|
|
|
92.55
|
|
|||
Natural Gas
(per mcf)
|
|
|
|
|
|
||||||
Bakken
|
|
$3.90
|
|
|
|
$3.11
|
|
|
|
$6.92
|
|
Eagle Ford
|
3.67
|
|
|
3.03
|
|
|
4.12
|
|
|||
Oklahoma resource basins
|
3.78
|
|
|
3.05
|
|
|
3.45
|
|
|||
Alaska
|
7.79
|
|
|
6.86
|
|
|
6.53
|
|
|||
Other North America
|
3.76
|
|
|
2.84
|
|
|
4.26
|
|
|||
Total Natural Gas
|
3.84
|
|
|
3.92
|
|
|
4.95
|
|
Average Price Realizations
|
2013
|
|
2012
|
|
2011
|
||||||
International E&P
|
|
|
|
|
|
||||||
Total Liquid Hydrocarbons
(per bbl)
|
|
|
|
|
|
||||||
Equatorial Guinea
|
|
$60.34
|
|
|
|
$64.33
|
|
|
|
$67.70
|
|
Norway
|
113.38
|
|
|
116.70
|
|
|
116.62
|
|
|||
United Kingdom
|
108.92
|
|
|
107.31
|
|
|
111.55
|
|
|||
Libya
|
122.92
|
|
|
127.31
|
|
|
112.56
|
|
|||
Total Liquid Hydrocarbons
|
102.10
|
|
|
107.78
|
|
|
102.96
|
|
|||
Natural Gas
(per mcf)
|
|
|
|
|
|
||||||
Equatorial Guinea
(h)
|
|
$0.24
|
|
|
|
$0.24
|
|
|
|
$0.24
|
|
Norway
|
13.01
|
|
|
11.15
|
|
|
10.60
|
|
|||
United Kingdom
|
10.64
|
|
|
9.72
|
|
|
9.26
|
|
|||
Libya
|
5.44
|
|
|
5.76
|
|
|
0.70
|
|
|||
Total Natural Gas
|
2.25
|
|
|
2.29
|
|
|
1.97
|
|
|||
Oil Sands Mining
|
|
|
|
|
|
||||||
Synthetic Crude Oil
(per bbl)
|
|
$87.51
|
|
|
|
$81.72
|
|
|
|
$91.65
|
|
Discontinued Operations
(per bbl)
(e)
|
|
$104.77
|
|
|
—
|
|
|
—
|
|
||
Total Proved Reserves
(at year end)
|
|
|
|
|
|
||||||
Liquid Hydrocarbons
(mmbbl)
|
|
|
|
|
|
||||||
North America E&P
|
616
|
|
|
475
|
|
|
279
|
|
|||
International E&P
|
402
|
|
|
408
|
|
|
436
|
|
|||
Total Continuing Operations
|
1,018
|
|
|
883
|
|
|
715
|
|
|||
Natural Gas
(bcf)
|
|
|
|
|
|
||||||
North America E&P
|
1,025
|
|
|
1,043
|
|
|
872
|
|
|||
International E&P
|
1,646
|
|
|
1,736
|
|
|
1,794
|
|
|||
Total Continuing Operations
|
2,671
|
|
|
2,779
|
|
|
2,666
|
|
|||
Synthetic Crude Oil
(mmbbl)
|
|
|
|
|
|
||||||
Oil Sands Mining
|
680
|
|
|
653
|
|
|
623
|
|
|||
Continuing Operations
(mmboe)
|
2,143
|
|
|
1,999
|
|
|
1,782
|
|
|||
Discontinued Operations
(mmboe)
(e)
|
28
|
|
|
18
|
|
|
18
|
|
|||
Total Proved Reserves
(mmboe)
|
2,171
|
|
|
2,017
|
|
|
1,800
|
|
•
|
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
|
19,244,830
|
|
(a)
|
$27.27
|
|
45,950,524
|
|
(d)
|
Equity compensation plans not approved by stockholders
|
20,984
|
|
(b)
|
N/A
|
|
—
|
|
|
Total
|
19,265,814
|
|
|
N/A
|
|
45,950,524
|
|
|
(a)
|
Includes the following:
|
•
|
2,273,594
stock options outstanding under the 2012 Plan;
|
•
|
13,203,379
stock options outstanding under the 2007 Plan;
|
•
|
2,465,332
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, 2013
of $35.30 per share;
|
•
|
324,672
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
51,196
,
222,215
and
51,261
, respectively;
|
•
|
977,853
restricted stock units granted to non-officers under the 2012 Plan and 2007 Plan and outstanding as of
December 31, 2013
.
|
(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)
|
The 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
18,810,490
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
|
|
|
|
|
3
|
|
Articles of Incorporation and Bylaws
|
|||||||||||
3.1
|
|
Restated Certificate of Incorporation of Marathon Oil Corporation
|
10-Q
|
|
3.1
|
|
8/8/2013
|
|
001-05153
|
|
|
|
|
3.2
|
|
Amended By-Laws of Marathon Oil Corporation effective February 25, 2014
|
|
|
|
|
|
|
|
|
X
|
|
|
3.3
|
|
Specimen of Common Stock Certificate
|
|
|
|
|
|
|
|
|
X
|
|
|
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.
|
|
|
|
|
|
|
|
|
X
|
|
|
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 Initial CEO Option Grant Agreement granted under Marathon Oil Corporation’s 2012 Incentive Compensation Plan.
|
10-Q
|
|
10.1
|
|
11/6/2013
|
|
001-05153
|
|
|
|
|
10.6
|
|
Form of CEO Restricted Stock Agreement granted under Marathon Oil Corporation’s 2012 Incentive Compensation Plan (3-year prorata vesting).
|
10-Q
|
|
10.2
|
|
11/6/2013
|
|
001-05153
|
|
|
|
|
10.7
|
|
Form of CEO Restricted Stock Award Agreement granted under Marathon Oil Corporation’s 2012 Incentive Compensation Plan (3-year cliff vesting).
|
10-Q
|
|
10.3
|
|
11/6/2013
|
|
001-05153
|
|
|
|
|
10.8
|
|
Marathon Oil Corporation Bonus Agreement Upon Commencement of Employment for Lee M. Tillman.
|
10-Q
|
|
10.4
|
|
11/6/2013
|
|
001-05153
|
|
|
|
|
10.9
|
|
Form of Performance Unit Award Agreement (2013-2015 Performance Cycle) for Section 16 Officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan
|
10-Q
|
|
10.1
|
|
5/10/2013
|
|
001-05153
|
|
|
|
|
Exhibit
Number
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit Description
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
|||||
10.10
|
|
Form of Performance Unit Award Agreement (2013-2015 Performance Cycle) for Officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan
|
10-Q
|
|
10.2
|
|
5/10/2013
|
|
001-05153
|
|
|
|
|
10.11
|
|
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)
|
10-K
|
|
10.5
|
|
2/22/2013
|
|
001-05153
|
|
|
|
|
10.12
|
|
Form of Nonqualified Stock Option Award Agreement for Officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year prorata vesting)
|
10-K
|
|
10.6
|
|
2/22/2013
|
|
001-05153
|
|
|
|
|
10.13
|
|
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)
|
10-K
|
|
10.7
|
|
2/22/2013
|
|
001-05153
|
|
|
|
|
10.14
|
|
Form of Restricted Stock Award Agreement for Officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year cliff vesting)
|
10-K
|
|
10.8
|
|
2/22/2013
|
|
001-05153
|
|
|
|
|
10.15
|
|
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)
|
10-K
|
|
10.9
|
|
2/22/2013
|
|
001-05153
|
|
|
|
|
10.16
|
|
Form of Restricted Stock Award Agreement for Officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year prorata vesting)
|
10-K
|
|
10.10
|
|
2/22/2013
|
|
001-05153
|
|
|
|
|
10.17
|
|
Form of Nonqualified Stock Option Award Agreement for non-officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year prorata vesting)
|
10-K
|
|
10.11
|
|
2/22/2013
|
|
001-05153
|
|
|
|
|
10.18
|
|
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)
|
10-K
|
|
10.12
|
|
2/22/2013
|
|
001-05153
|
|
|
|
|
10.19
|
|
Form of Restricted Stock Award Agreement for non-officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year prorata vesting)
|
10-K
|
|
10.13
|
|
2/22/2013
|
|
001-05153
|
|
|
|
|
Exhibit
Number
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit Description
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
|||||
10.20
|
|
Form of Restricted Stock Award Agreement for non-officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year prorata vesting)
|
10-K
|
|
10.14
|
|
2/22/2013
|
|
001-05153
|
|
|
|
|
10.21
|
|
Marathon Oil Corporation 2007 Incentive Compensation Plan
|
10-K
|
|
10.5
|
|
2/29/2012
|
|
001-05153
|
|
|
|
|
10.22
|
|
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
|
|
|
|
|
10.23
|
|
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
|
|
|
|
|
10.24
|
|
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
|
|
|
|
|
10.25
|
|
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
|
|
|
|
|
10.26
|
|
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
|
|
|
|
|
10.27
|
|
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
|
|
|
|
|
10.28
|
|
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
|
|
|
|
|
10.29
|
|
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
|
|
|
|
|
10.30
|
|
Marathon Oil Corporation 2003 Incentive Compensation Plan, Effective January 1, 2003
|
10-K
|
|
10.9
|
|
2/26/2010
|
|
001-05153
|
|
|
|
|
10.31
|
|
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
|
|
|
|
|
Exhibit
Number
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit Description
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
|||||
10.32
|
|
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
|
|
|
|
|
10.33
|
|
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
|
|
|
|
|
10.34
|
|
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
|
|
|
|
|
10.35
|
|
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
|
|
|
|
|
10.36
|
|
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
|
|
|
|
|
10.37
|
|
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
|
|
|
|
|
10.38
|
|
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
|
|
|
|
|
10.39
|
|
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
|
|
|
|
|
10.40
|
|
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
|
|
|
|
|
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
|
|
|
|
|
Exhibit
Number
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit Description
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
|||||
10.44
|
|
First Amendment to the Marathon Oil Corporation Executive Change in Control Severance Benefits Plan, effective October 26, 2011.
|
10-Q
|
|
10.3
|
|
5/4/2012
|
|
001-05153
|
|
|
|
|
10.45
|
|
Marathon Oil Corporation 2011 Officer Change in Control Severance Benefits Plan (For Officers Hired or Promoted after October 26, 2011).
|
10-Q
|
|
10.4
|
|
5/4/2012
|
|
001-05153
|
|
|
|
|
10.46
|
|
Marathon Oil Corporation Policy for Repayment of Annual Cash Bonus Amounts
|
10-K
|
|
10.10
|
|
2/28/2011
|
|
001-05153
|
|
|
|
|
10.47
|
|
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
|
|
|
|
|
10.48
|
|
Form of Performance Unit Award Agreement (2012-2014 Performance Cycle) granted under Marathon Oil Corporation's 2007 Incentive Compensation Plan.
|
10-Q
|
|
10.2
|
|
5/4/2012
|
|
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 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 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 2013
|
|
|
|
|
|
|
|
|
X
|
|
|
February 28, 2014
|
|
MARATHON OIL CORPORATION
|
|
|
|
|
|
By: /s/ John R. Sult
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
Signature
|
|
Title
|
|
|
|
/
S
/ LEE M. TILLMAN
|
|
President and Chief Executive Officer and Director
|
Lee M. Tillman
|
|
|
|
|
|
/
S
/ JOHN R. SULT
|
|
Executive Vice President and Chief Financial Officer
|
John R. Sult
|
|
|
|
|
|
/
S
/ DENNIS H. REILLEY
|
|
Chairman of the Board
|
Dennis H. Reilley
|
|
|
|
|
|
/
S
/ GREGORY H. BOYCE
|
|
Director
|
Gregory H. Boyce
|
|
|
|
|
|
/
S
/ PIERRE BRONDEAU
|
|
Director
|
Pierre Brondeau
|
|
|
|
|
|
/
S
/ LINDA Z. COOK
|
|
Director
|
Linda Z. Cook
|
|
|
|
|
|
/
S
/ CHADWICK C. DEATON
|
|
Director
|
Chadwick C. Deaton
|
|
|
|
|
|
/
S
/ SHIRLEY ANN JACKSON
|
|
Director
|
Shirley Ann Jackson
|
|
|
|
|
|
/
S
/ PHILIP LADER
|
|
Director
|
Philip Lader
|
|
|
|
|
|
/
S
/ MICHAEL E. J. PHELPS
|
|
Director
|
Michael E. J. Phelps
|
|
|
|
|
|
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
|
|
|
|
|
3
|
|
Articles of Incorporation and Bylaws
|
|||||||||||
3.1
|
|
Restated Certificate of Incorporation of Marathon Oil Corporation
|
10-Q
|
|
3.1
|
|
8/8/2013
|
|
001-05153
|
|
|
|
|
3.2
|
|
Amended By-Laws of Marathon Oil Corporation effective February 25, 2014
|
|
|
|
|
|
|
|
|
X
|
|
|
3.3
|
|
Specimen of Common Stock Certificate
|
|
|
|
|
|
|
|
|
X
|
|
|
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
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
X
|
|
|
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
|
|
|
|
|
Exhibit
Number
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit Description
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
|||||
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 Initial CEO Option Grant Agreement granted under Marathon Oil Corporation’s 2012 Incentive Compensation Plan.
|
10-Q
|
|
10.1
|
|
11/6/2013
|
|
001-05153
|
|
|
|
|
10.6
|
|
Form of CEO Restricted Stock Agreement granted under Marathon Oil Corporation’s 2012 Incentive Compensation Plan (3-year prorata vesting).
|
10-Q
|
|
10.2
|
|
11/6/2013
|
|
001-05153
|
|
|
|
|
10.7
|
|
Form of CEO Restricted Stock Award Agreement granted under Marathon Oil Corporation’s 2012 Incentive Compensation Plan (3-year cliff vesting).
|
10-Q
|
|
10.3
|
|
11/6/2013
|
|
001-05153
|
|
|
|
|
10.8
|
|
Marathon Oil Corporation Bonus Agreement Upon Commencement of Employment for Lee M. Tillman.
|
10-Q
|
|
10.4
|
|
11/6/2013
|
|
001-05153
|
|
|
|
|
10.9
|
|
Form of Performance Unit Award Agreement (2013-2015 Performance Cycle) for Section 16 Officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan
|
10-Q
|
|
10.1
|
|
5/10/2013
|
|
001-05153
|
|
|
|
|
10.10
|
|
Form of Performance Unit Award Agreement (2013-2015 Performance Cycle) for Officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan
|
10-Q
|
|
10.2
|
|
5/10/2013
|
|
001-05153
|
|
|
|
|
10.11
|
|
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)
|
10-K
|
|
10.5
|
|
2/22/2013
|
|
001-05153
|
|
|
|
|
10.12
|
|
Form of Nonqualified Stock Option Award Agreement for Officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year prorata vesting)
|
10-K
|
|
10.6
|
|
2/22/2013
|
|
001-05153
|
|
|
|
|
10.13
|
|
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)
|
10-K
|
|
10.7
|
|
2/22/2013
|
|
001-05153
|
|
|
|
|
10.14
|
|
Form of Restricted Stock Award Agreement for Officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year cliff vesting)
|
10-K
|
|
10.8
|
|
2/22/2013
|
|
001-05153
|
|
|
|
|
Exhibit
Number
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit Description
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
|||||
10.15
|
|
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)
|
10-K
|
|
10.9
|
|
2/22/2013
|
|
001-05153
|
|
|
|
|
10.16
|
|
Form of Restricted Stock Award Agreement for Officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year prorata vesting)
|
10-K
|
|
10.10
|
|
2/22/2013
|
|
001-05153
|
|
|
|
|
10.17
|
|
Form of Nonqualified Stock Option Award Agreement for non-officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year prorata vesting)
|
10-K
|
|
10.11
|
|
2/22/2013
|
|
001-05153
|
|
|
|
|
10.18
|
|
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)
|
10-K
|
|
10.12
|
|
2/22/2013
|
|
001-05153
|
|
|
|
|
10.19
|
|
Form of Restricted Stock Award Agreement for non-officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year prorata vesting)
|
10-K
|
|
10.13
|
|
2/22/2013
|
|
001-05153
|
|
|
|
|
10.20
|
|
Form of Restricted Stock Award Agreement for non-officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year prorata vesting)
|
10-K
|
|
10.14
|
|
2/22/2013
|
|
001-05153
|
|
|
|
|
10.21
|
|
Marathon Oil Corporation 2007 Incentive Compensation Plan
|
10-K
|
|
10.5
|
|
2/29/2012
|
|
001-05153
|
|
|
|
|
10.22
|
|
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
|
|
|
|
|
10.23
|
|
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
|
|
|
|
|
10.24
|
|
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
|
|
|
|
|
10.25
|
|
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.
|
|
|||||
10.26
|
|
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
|
|
|
|
|
10.27
|
|
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
|
|
|
|
|
10.28
|
|
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
|
|
|
|
|
10.29
|
|
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
|
|
|
|
|
10.30
|
|
Marathon Oil Corporation 2003 Incentive Compensation Plan, Effective January 1, 2003
|
10-K
|
|
10.9
|
|
2/26/2010
|
|
001-05153
|
|
|
|
|
10.31
|
|
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
|
|
|
|
|
10.32
|
|
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
|
|
|
|
|
10.33
|
|
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
|
|
|
|
|
10.34
|
|
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
|
|
|
|
|
10.35
|
|
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
|
|
|
|
|
Exhibit
Number
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit Description
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
|||||
10.36
|
|
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
|
|
|
|
|
10.37
|
|
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
|
|
|
|
|
10.38
|
|
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
|
|
|
|
|
10.39
|
|
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
|
|
|
|
|
10.40
|
|
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
|
|
|
|
|
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
|
|
First Amendment to the Marathon Oil Corporation Executive Change in Control Severance Benefits Plan, effective October 26, 2011.
|
10-Q
|
|
10.3
|
|
5/4/2012
|
|
001-05153
|
|
|
|
|
10.45
|
|
Marathon Oil Corporation 2011 Officer Change in Control Severance Benefits Plan (For Officers Hired or Promoted after October 26, 2011).
|
10-Q
|
|
10.4
|
|
5/4/2012
|
|
001-05153
|
|
|
|
|
10.46
|
|
Marathon Oil Corporation Policy for Repayment of Annual Cash Bonus Amounts
|
10-K
|
|
10.10
|
|
2/28/2011
|
|
001-05153
|
|
|
|
|
10.47
|
|
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
|
|
|
|
|
10.48
|
|
Form of Performance Unit Award Agreement (2012-2014 Performance Cycle) granted under Marathon Oil Corporation's 2007 Incentive Compensation Plan.
|
10-Q
|
|
10.2
|
|
5/4/2012
|
|
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
|
|
|
Exhibit
Number
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit Description
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
|||||
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 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 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 2013
|
|
|
|
|
|
|
|
|
X
|
|
|
99.2
|
|
Report of GLJ Petroleum Consultants LTD., independent petroleum engineers and geologists for 2012
|
10-K
|
|
99.1
|
|
2/22/2013
|
|
001-05153
|
|
|
|
|
99.3
|
|
Report of GLJ Petroleum Consultants LTD., independent petroleum engineers and geologists for 2011
|
10-K
|
|
99.1
|
|
2/29/2012
|
|
001-05153
|
|
|
|
|
99.4
|
|
Summary report of audits performed by Netherland, Sewell & Associates, Inc., independent petroleum engineers and geologists for 2013
|
|
|
|
|
|
|
|
|
X
|
|
|
99.5
|
|
Summary report of audits performed by Netherland, Sewell & Associates, Inc., independent petroleum engineers and geologists for 2012
|
10-K
|
|
99.4
|
|
2/22/2013
|
|
001-05153
|
|
|
|
|
99.6
|
|
Summary report of audits performed by Netherland, Sewell & Associates, Inc., independent petroleum engineers and geologists for 2011
|
10-K
|
|
99.4
|
|
2/29/2012
|
|
001-05153
|
|
|
|
|
99.7
|
|
Summary report of audits performed by Ryder Scott Company, L.P., independent petroleum engineers and geologists for 2013
|
|
|
|
|
|
|
|
|
X
|
|
|
99.8
|
|
Summary report of audits performed by Ryder Scott Company, L.P., independent petroleum engineers and geologists for 2012
|
10-K
|
|
99.6
|
|
2/22/2013
|
|
001-05153
|
|
|
|
|
|
|
|
|
|
|
|
Section of
Trust Indenture
Act of 1939
|
|
|
|
Sections of
Indenture
|
||
§3.10
|
|
(a)(1)
|
|
|
|
6.09
|
|
|
(a)(2)
|
|
|
|
6.09
|
|
|
(a)(3)
|
|
|
|
Not Applicable
|
|
|
(a)(4)
|
|
|
|
Not Applicable
|
|
|
(a)(5)
|
|
|
|
6.09
|
|
|
(b)
|
|
|
|
6.08, 6.10
|
§3.11
|
|
(a)
|
|
|
|
6.13
|
|
|
(b)
|
|
|
|
6.13
|
|
|
(c)
|
|
|
|
Not Applicable
|
§3.12
|
|
(a)
|
|
|
|
7.01, 7.02
|
|
|
(b)
|
|
|
|
7.02
|
|
|
(c)
|
|
|
|
7.02
|
§3.13
|
|
(a)
|
|
|
|
7.03
|
|
|
(b)
|
|
|
|
7.03
|
|
|
(c)
|
|
|
|
7.03
|
|
|
(d)
|
|
|
|
7.03
|
§3.14
|
|
(a)
|
|
|
|
7.04
|
|
|
(a)(4)
|
|
|
|
1.01, 10.04
|
|
|
(b)
|
|
|
|
Not Applicable
|
|
|
(c)(1)
|
|
|
|
1.02
|
|
|
(c)(2)
|
|
|
|
1.02
|
|
|
(c)(3)
|
|
|
|
Not Applicable
|
|
|
(d)
|
|
|
|
Not Applicable
|
|
|
(e)
|
|
|
|
1.02
|
§3.15
|
|
(a)
|
|
|
|
6.01, 6.03
|
|
|
(b)
|
|
|
|
6.02
|
|
|
(c)
|
|
|
|
6.01
|
|
|
(d)(1)
|
|
|
|
6.01
|
|
|
(d)(2)
|
|
|
|
6.01, 6.03
|
|
|
(d)(3)
|
|
|
|
6.01, 6.03
|
|
|
(e)
|
|
|
|
5.14
|
§3.16
|
|
(a)(1)(A)
|
|
|
|
5.02, 5.12
|
|
|
(a)(1)(B)
|
|
|
|
5.13
|
|
|
(a)(2)
|
|
|
|
Not Applicable
|
|
|
(a) (last sentence)
|
|
1.01
|
||
|
|
(b)
|
|
|
|
5.08
|
|
|
(c)
|
|
|
|
1.04
|
§3.17
|
|
(a)(1)
|
|
|
|
5.03
|
|
|
(a)(2)
|
|
|
|
5.04
|
|
|
(b)
|
|
|
|
10.03
|
§3.18
|
|
(a)
|
|
|
|
1.07
|
|
|
|
|
Page
|
|
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
|
|
1
|
|
||
|
|
|
|||
SECTION 1.01
|
|
Definitions
|
|
1
|
|
SECTION 1.02
|
|
Compliance Certificates and Opinions
|
|
8
|
|
SECTION 1.03
|
|
Form of Documents Delivered to Trustee
|
|
8
|
|
SECTION 1.04
|
|
Acts of Holders; Record Dates
|
|
9
|
|
SECTION 1.05
|
|
Notices, Etc., to Trustee and Company
|
|
10
|
|
SECTION 1.06
|
|
Notice to Holders; Waiver of Notice
|
|
10
|
|
SECTION 1.07
|
|
Conflict With Trust Indenture Act
|
|
10
|
|
SECTION 1.08
|
|
Effect of Headings and Table of Contents
|
|
11
|
|
SECTION 1.09
|
|
Successors and Assigns
|
|
11
|
|
SECTION 1.10
|
|
Separability Clause
|
|
11
|
|
SECTION 1.11
|
|
Benefits of Indenture; No Recourse Against Others
|
|
11
|
|
SECTION 1.12
|
|
Governing Law
|
|
11
|
|
SECTION 1.13
|
|
Legal Holidays
|
|
11
|
|
|
|
||||
ARTICLE II SECURITY FORMS
|
|
12
|
|
||
|
|
|
|||
SECTION 2.01
|
|
Forms Generally
|
|
12
|
|
SECTION 2.02
|
|
Form of Face of Security
|
|
12
|
|
SECTION 2.03
|
|
Form of Reverse of Security
|
|
14
|
|
SECTION 2.04
|
|
Form of Legend for Global Securities
|
|
18
|
|
SECTION 2.05
|
|
Form of Trustee’s Certificate of Authentication
|
|
18
|
|
|
|
||||
ARTICLE III THE SECURITIES
|
|
18
|
|
||
|
|
|
|||
SECTION 3.01
|
|
Amount Unlimited; Issuable in Series
|
|
18
|
|
SECTION 3.02
|
|
Denominations
|
|
21
|
|
SECTION 3.03
|
|
Execution, Authentication, Delivery and Dating
|
|
21
|
|
SECTION 3.04
|
|
Temporary Securities
|
|
22
|
|
SECTION 3.05
|
|
Registration, Registration of Transfer and Exchange
|
|
23
|
|
SECTION 3.06
|
|
Mutilated, Destroyed, Lost and Stolen Securities
|
|
25
|
|
SECTION 3.07
|
|
Payment of Interest; Interest Rights Preserved
|
|
25
|
|
SECTION 3.08
|
|
Persons Deemed Owners
|
|
26
|
|
SECTION 3.09
|
|
Cancellation
|
|
27
|
|
SECTION 3.10
|
|
Computation of Interest
|
|
27
|
|
|
|
||||
ARTICLE IV SATISFACTION AND DISCHARGE
|
|
27
|
|
||
|
|
|
|||
SECTION 4.01
|
|
Satisfaction and Discharge of Indenture
|
|
27
|
|
SECTION 4.02
|
|
Application of Trust Money
|
|
28
|
|
|
|
||||
ARTICLE V REMEDIES
|
|
29
|
|
||
|
|
|
|||
SECTION 5.01
|
|
Events of Default
|
|
29
|
|
SECTION 5.02
|
|
Acceleration of Maturity; Rescission and Annulment
|
|
30
|
|
SECTION 5.03
|
|
Collection of Indebtedness and Suits for Enforcement by Trustee
|
|
31
|
|
SECTION 5.04
|
|
Trustee May File Proofs of Claim
|
|
32
|
|
SECTION 5.05
|
|
Trustee May Enforce Claims Without Possession of Securities
|
|
33
|
|
SECTION 5.06
|
|
Application of Money Collected
|
|
33
|
|
SECTION 5.07
|
|
Limitation on Suits
|
|
34
|
|
SECTION 5.08
|
|
Unconditional Right of Holders to Receive Principal, Premium and Interest
|
|
34
|
|
SECTION 5.09
|
|
Restoration of Rights and Remedies
|
|
34
|
|
SECTION 5.10
|
|
Rights and Remedies Cumulative
|
|
35
|
|
SECTION 5.11
|
|
Delay or Omission Not Waiver
|
|
35
|
|
SECTION 5.12
|
|
Control by Holders
|
|
35
|
|
SECTION 5.13
|
|
Waiver of Past Defaults
|
|
35
|
|
SECTION 5.14
|
|
Undertaking for Costs
|
|
36
|
|
SECTION 5.15
|
|
Waiver of Usury, Stay or Extension Laws
|
|
36
|
|
|
|
||||
ARTICLE VI THE TRUSTEE
|
|
36
|
|
||
|
|
|
|||
SECTION 6.01
|
|
Certain Duties and Responsibilities
|
|
36
|
|
SECTION 6.02
|
|
Notice of Defaults
|
|
36
|
|
SECTION 6.03
|
|
Certain Rights of Trustee
|
|
37
|
|
SECTION 6.04
|
|
Not Responsible for Recitals or Issuance of Securities
|
|
38
|
|
SECTION 6.05
|
|
May Hold Securities
|
|
38
|
|
SECTION 6.06
|
|
Money Held in Trust
|
|
38
|
|
SECTION 6.07
|
|
Compensation, Reimbursement and Indemnification
|
|
38
|
|
SECTION 6.08
|
|
Conflicting Interests
|
|
39
|
|
SECTION 6.09
|
|
Corporate Trustee Required; Eligibility
|
|
39
|
|
SECTION 6.10
|
|
Resignation and Removal; Appointment of Successor
|
|
40
|
|
SECTION 6.11
|
|
Acceptance of Appointment by Successor
|
|
41
|
|
SECTION 6.12
|
|
Merger, Conversion, Consolidation or Succession to Business
|
|
42
|
|
SECTION 6.13
|
|
Preferential Collection of Claims Against Company
|
|
43
|
|
SECTION 6.14
|
|
Appointment of Authenticating Agent
|
|
43
|
|
|
|
||||
ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
|
|
45
|
|
||
|
|
|
|||
SECTION 7.01
|
|
Company to Furnish Trustee Names and Addresses of Holders
|
|
45
|
|
SECTION 7.02
|
|
Preservation of Information; Communications to Holders
|
|
45
|
|
SECTION 7.03
|
|
Reports by Trustee
|
|
45
|
|
SECTION 7.04
|
|
Reports by Company
|
|
46
|
|
|
|
||||
ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
|
|
46
|
|
||
|
|
|
|||
SECTION 8.01
|
|
Company May Consolidate, Etc., Only on Certain Terms
|
|
46
|
|
SECTION 8.02
|
|
Successor Substituted
|
|
47
|
|
SECTION 8.03
|
|
Trustee Entitled to Opinion
|
|
47
|
|
|
|
||||
ARTICLE IX SUPPLEMENTAL INDENTURES
|
|
47
|
|
||
|
|
|
|||
SECTION 9.01
|
|
Supplemental Indentures Without Consent of Holders
|
|
47
|
|
SECTION 9.02
|
|
Supplemental Indentures With Consent of Holders
|
|
49
|
|
SECTION 9.03
|
|
Execution of Supplemental Indentures
|
|
50
|
|
SECTION 9.04
|
|
Effect of Supplemental Indentures
|
|
50
|
|
|
|
|
|
|
|
SECTION 9.05
|
|
Conformity With Trust Indenture Act
|
|
50
|
|
SECTION 9.06
|
|
Reference in Securities to Supplemental Indentures
|
|
50
|
|
|
|
||||
ARTICLE X COVENANTS
|
|
51
|
|
||
|
|
|
|||
SECTION 10.01
|
|
Payment of Principal, Premium and Interest
|
|
51
|
|
SECTION 10.02
|
|
Maintenance of Office or Agency
|
|
51
|
|
SECTION 10.03
|
|
Money for Securities Payments to be Held in Trust
|
|
51
|
|
SECTION 10.04
|
|
Statement by Officers as to Default
|
|
52
|
|
SECTION 10.05
|
|
Mortgage of Certain Property
|
|
53
|
|
SECTION 10.06
|
|
Sale and Leaseback of Certain Properties
|
|
54
|
|
SECTION 10.07
|
|
Waiver of Certain Covenants
|
|
55
|
|
|
|
||||
ARTICLE XI REDEMPTION OF SECURITIES
|
|
56
|
|
||
|
|
|
|||
SECTION 11.01
|
|
Applicability of Article
|
|
56
|
|
SECTION 11.02
|
|
Election to Redeem; Notice to Trustee
|
|
56
|
|
SECTION 11.03
|
|
Selection by Trustee of Securities to be Redeemed
|
|
56
|
|
SECTION 11.04
|
|
Notice of Redemption
|
|
57
|
|
SECTION 11.05
|
|
Deposit of Redemption Price
|
|
57
|
|
SECTION 11.06
|
|
Securities Payable on Redemption Date
|
|
58
|
|
SECTION 11.07
|
|
Securities Redeemed in Part
|
|
58
|
|
|
|
||||
ARTICLE XII SINKING FUNDS
|
|
58
|
|
||
|
|
|
|||
SECTION 12.01
|
|
Applicability of Article
|
|
58
|
|
SECTION 12.02
|
|
Satisfaction of Sinking Fund Payments with Securities
|
|
59
|
|
SECTION 12.03
|
|
Redemption of Securities for Sinking Fund
|
|
59
|
|
|
|
||||
ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE
|
|
59
|
|
||
|
|
|
|||
SECTION 13.01
|
|
Company’s Option to Effect Defeasance or Covenant Defeasance
|
|
59
|
|
SECTION 13.02
|
|
Defeasance and Discharge
|
|
60
|
|
SECTION 13.03
|
|
Covenant Defeasance
|
|
60
|
|
SECTION 13.04
|
|
Conditions to Defeasance or Covenant Defeasance
|
|
61
|
|
SECTION 13.05
|
|
Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions
|
|
63
|
|
SECTION 13.06
|
|
Reinstatement
|
|
64
|
|
(1)
|
the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;
|
(2)
|
all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;
|
(3)
|
all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States of America, and, except as otherwise expressly provided herein, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United States of America at the date of such computation;
|
(4)
|
unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Indenture; and
|
(5)
|
the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision of this Indenture.
|
(i)
|
resolution duly adopted by the Company’s board of directors establishing one or more series of Securities and authorizing the issuance of any Security or
|
(ii)
|
a resolution or action by a committee, officer or employee of the Company, establishing one or more series of Securities and/or authorizing the issuance of any Security, in each case, pursuant to a resolution duly adopted by the Company’s board of directors.
|
(i)
|
direct obligations of the government, or governments, that issued or caused to be issued such currency for the payment of which obligations its, or their, full faith and credit is pledged or
|
(ii)
|
obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such government, or governments, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, or governments,
|
(i)
|
Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;
|
(ii)
|
Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;
|
(iii)
|
Securities as to which Defeasance has been effected pursuant to Section 13.02; and
|
(iv)
|
Securities which have been paid pursuant to Section 3.06 or issued in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company;
|
(A)
|
the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date of such determination upon acceleration of the Maturity thereof to such date pursuant to Section 5.02;
|
(B)
|
if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 3.01;
|
(C)
|
the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 3.01, of the principal amount of such Security (or, in the case of a Security described in clause (A) or (B) above, of the amount determined as provided in such clause); and
|
(D)
|
Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which the Trustee knows to be so owned shall be so disregarded.
|
(1)
|
a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
|
(2)
|
a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
|
(3)
|
a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
|
(4)
|
a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
|
(1)
|
the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with and received by the Trustee at its Corporate Trust Office, or
|
(2)
|
the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to: the address last furnished in writing to the Trustee by the Company, or, if no such address has been furnished, Treasurer, Marathon Oil Corporation, 5555 San Felipe Road, Houston, Texas 77056-2723.
|
|
|
No.
|
$
|
|
|
|
MARATHON OIL CORPORATION
|
||
|
|
|
By
|
|
|
Attest:
|
||
|
|
|
|
|
|
|
|
Year
|
|
Redemption
Price
|
|
Year
|
|
Redemption
Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
Redemption Price
for Redemption Through
Operation of the Sinking Fund
|
|
Redemption Price
for Redemption Otherwise
Than Through Operation
of the Sinking Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPMORGAN CHASE BANK,
As Trustee
|
||
|
|
|
By
|
|
|
|
Authorized Signatory
|
(i)
|
established in an Establishment Action; or
|
(ii)
|
established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series.
|
(1)
|
the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series) and a statement that the Securities will be offered pursuant to this Indenture;
|
(2)
|
any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder) and the price (expressed as a percentage of the aggregate principal amount thereof) at which the Securities of the series will be issued;
|
(3)
|
the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
|
(4)
|
the date or dates on which the principal of any Securities of the series is payable;
|
(5)
|
the rate or rates at which any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
|
(6)
|
the place or places where the principal of and/or any premium or interest on any Securities of the series shall be payable;
|
(7)
|
the period or periods within which, the price or prices at which, the currency or currencies (including currency units) in which and the other terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
|
(8)
|
the obligation, if any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
|
(9)
|
if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall be issuable;
|
(10)
|
if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index, pursuant to a formula or other method, the manner in which such amounts shall be determined;
|
(11)
|
if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.01;
|
(12)
|
if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
|
(13)
|
if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02;
|
(14)
|
if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
|
(15)
|
if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.02 or Section 13.03 or both such Sections (or, if defeasible by another method, such other method) and, if other than by an action pursuant to a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;
|
(16)
|
if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.04 and any circumstances in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 3.05 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;
|
(17)
|
any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.02;
|
(18)
|
any addition to or change in the covenants set forth in Article X which applies to Securities of the series; and
|
(19)
|
any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5)).
|
(1)
|
if the form of such Securities has been established by an Establishment Action as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture;
|
(2)
|
if the terms of such Securities have been established by an Establishment Action as permitted by Section 3.01, that such terms have been established in conformity with the provisions of this Indenture; and
|
(3)
|
that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
|
(1)
|
Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
|
(2)
|
Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless:
|
(A)
|
such Depositary
|
(i)
|
has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or
|
(ii)
|
has ceased to be a clearing agency registered under the Exchange Act;
|
(B)
|
there shall have occurred and be continuing an Event of Default with respect to such Global Security; or
|
(C)
|
there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.01.
|
(3)
|
Subject to clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.
|
(4)
|
Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 3.04, 3.06, 9.06 or 11.07 or otherwise, shall be
|
|
authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.
|
(1)
|
The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon, the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section 1.06, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).
|
(2)
|
The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.
|
(1)
|
either
|
(A)
|
all such Securities theretofore authenticated and delivered (other than
|
(i)
|
Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and
|
(ii)
|
Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03)
|
(B)
|
all such Securities not theretofore delivered to the Trustee for cancellation
|
(i)
|
have become due and payable, or
|
(ii)
|
will become due and payable at their Stated Maturity within one year, or
|
(iii)
|
are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,
|
(2)
|
the Company has paid or caused to be paid all other sums payable hereunder by the Company; and
|
(3)
|
the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to such Securities have been complied with.
|
(1)
|
default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; or
|
(2)
|
default in the payment of the principal of or any premium on any Security of that series at its Maturity; or
|
(3)
|
default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or
|
(4)
|
default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or
|
(5)
|
the entry by a court having jurisdiction in the premises of a decree or order
|
(A)
|
for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law;
|
(B)
|
adjudging the Company a bankrupt or insolvent or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law;
|
(C)
|
appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property; or
|
(D)
|
ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days;
|
|
(6) (A)
|
the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law to be adjudicated a bankrupt or insolvent;
|
(B)
|
the consent by the Company to the entry of a decree or order for relief in respect of it in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or the consent by it to the commencement of any bankruptcy or insolvency case or proceeding against it;
|
(C)
|
the filing by the Company of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law, or the consent by the Company to the filing of such petition;
|
(D)
|
the consent by the Company to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property;
|
(E)
|
the making by the Company of an assignment for the benefit of creditors;
|
(F)
|
the admission by the Company in writing of its inability to pay its debts generally as they become due; or
|
(G)
|
the taking of corporate action by the Company in furtherance of any such action;
|
(7)
|
any other Event of Default provided with respect to Securities of that series.
|
(1)
|
the Company has paid or deposited with the Trustee a sum sufficient to pay
|
(A)
|
all overdue interest on all Securities of that series,
|
(B)
|
the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities,
|
(C)
|
to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and
|
(D)
|
all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel;
|
(2)
|
all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.
|
(1)
|
default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or
|
(2)
|
default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof,
|
(1)
|
such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series;
|
(2)
|
The Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;
|
(3)
|
such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;
|
(4)
|
the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and
|
(5)
|
no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series;
|
(1)
|
such direction shall not be in conflict with any rule of law or with this Indenture; and
|
(2)
|
the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.
|
(1)
|
in the payment of the principal of or any premium or interest on any Security of such series; or
|
(2)
|
in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.
|
(1)
|
the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, action, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
|
(2)
|
any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, and any resolution of the Board of Directors or Establishment Action may be sufficiently evidenced by a Board Resolution or Establishment Action, as the case may be;
|
(3)
|
whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;
|
(4)
|
the Trustee may consult with counsel, and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;
|
(5)
|
the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;
|
(6)
|
the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, action, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;
|
(7)
|
the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;
|
(8)
|
the Trustee shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; and
|
(9)
|
the Trustee is not required to take notice or deemed to have notice of any default or Event of Default hereunder, except any Event of Default under Section 5.01(1), (2) or (3), unless a Responsible Officer of the Trustee has actual knowledge thereof or has received notice in writing of such default or Event of Default from the Company or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities, and, in the absence of any such notice, the Trustee may conclusively assume that no such default or Event of Default exists.
|
(1)
|
to pay to the Trustee from time to time reasonable compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);
|
(2)
|
except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the
|
|
reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and
|
(3)
|
to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder and the costs and expenses of enforcing this right to indemnification.
|
(1)
|
the Trustee shall fail to comply with Section 6.08 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or
|
(2)
|
the Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Company or by any such Holder, or
|
(3)
|
the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,
|
(A)
|
the Company by a Board Resolution may remove the Trustee with respect to all Securities, or
|
(B)
|
subject to Section 5.14, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.
|
|
|
|
JPMORGAN CHASE BANK,
As Trustee
|
||
|
|
|
By
|
|
|
|
As Authenticating Agent
|
|
|
|
|
|
|
By
|
|
|
|
Authorized Officer
|
(1)
|
semi-annually, not later than June 30 and December 31 in each year, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as of a date no more than 15 days prior to the date such list is furnished; and
|
(2)
|
at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;
|
|
|
|
||
(1
|
)
|
(A)
|
the Company shall be the continuing corporation or:
|
|
|
|
|
|
|
|
(B)
|
(i)
|
the successor corporation (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a state thereof; and
|
|
|
|
|
|
|
|
|
(ii)
|
such corporation shall expressly assume the due and punctual payment of the principal of and any premium and interest on all the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company;
|
|
|
|
|
|
|
|
and
|
|
|
|
|
|
|||
(2
|
)
|
the Company or such successor corporation, as the case may be, shall not, immediately after such merger or
consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition and no event which with the lapse of time, the giving of notice or both would constitute an Event of Default shall have occurred and be continuing.
|
(1)
|
to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or
|
(2)
|
to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or
|
(3)
|
to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
|
(4)
|
to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or
|
(5)
|
to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination
|
(A)
|
shall neither
|
(i)
|
apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor
|
(ii)
|
modify the rights of the Holder of any such Security with respect to such provision
|
(B)
|
shall become effective only when there is no such Security Outstanding; or
|
(6)
|
to secure the Securities pursuant to the requirements of Section 10.05 or to otherwise secure the Securities of any series; or
|
(7)
|
to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or
|
(8)
|
to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to
|
|
provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
|
(9)
|
to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (9) shall not adversely affect the interests of the Holders of Securities of any series in any material respect.
|
(1)
|
change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the coin or currency in which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or adversely affect any right of the Holder of any Security to require the Company to repurchase such Security;
|
(2)
|
reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or
|
(3)
|
modify any of the provisions of this Section, Section 5.13 or Section 10.07, except to increase any percentage set forth in such Sections or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby;
provided
,
however
, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.07, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8).
|
(1)
|
any Mortgage existing on the date of this Indenture (whether or not such Mortgage includes an after-acquired property provision);
|
(2)
|
any Mortgage, including a purchase money Mortgage, incurred in connection with the acquisition of any property (for purposes hereof, the creation of any Mortgage within one hundred eighty (180) days after the acquisition or completion of construction of such property shall be deemed to be incurred in connection with the acquisition of such property), the assumption of any Mortgage previously existing on such acquired property or any Mortgage existing on the property of any corporation when such corporation becomes a Subsidiary of the Company;
|
(3)
|
any Mortgage on such property in favor of the United States of America, any State, or any agency, department, political subdivision or other instrumentality of either, to secure partial, progress, advance or other payments to the Company or any Subsidiary of the Company pursuant to the provisions of any contract or any statute;
|
(4)
|
any Mortgage on such property in favor of the United States of America, any State, or any agency, department, political subdivision or other instrumentality of either, to secure borrowings by the Company or any Subsidiary of the Company for the purchase or construction of the property Mortgaged;
|
(5)
|
any Mortgage in connection with a sale or other transfer of:
|
(A)
|
oil, gas or other minerals in place for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money (however determined) or a specified amount of minerals; or
|
(B)
|
any interest in property of the character commonly referred to as an “oil payment” or “production payment”;
|
(6)
|
any Mortgage on any property arising in connection with or to secure all or any part of the cost of the repair, construction, improvement, alteration, exploration, development or drilling of such property or any portion thereof;
|
(7)
|
any Mortgage on any pipeline, gathering system, pumping or compressor station, pipeline storage facility, other pipeline facility, drilling equipment, drilling platform, drilling barge, any movable railway, marine or automotive equipment,
|
|
gas plant, office building, storage tank, or warehouse facility, any of which is located at or on any such principal property;
|
(8)
|
any Mortgage on any equipment or other personal property used in connection with any such principal property;
|
(9)
|
any Mortgage on any such principal property arising in connection with the sale of accounts receivable resulting from the sale of oil or gas at the wellhead; or
|
(10)
|
any renewal of or substitution for any Mortgage permitted under any of the preceding clauses.
|
|
|
|
(1
|
)
|
the lease is between the Company and a Subsidiary or between Subsidiaries;
|
|
|
|
(2
|
)
|
the lease is for a temporary period by the end of which it is intended that the use of such property by the lessee will be discontinued;
|
|
|
|
(3
|
)
|
the Company or a Subsidiary of the Company could, in accordance with Section 10.05, Mortgage such property without equally and ratably securing the Securities;
|
|
|
|
(4
|
)
|
the transfer is incident to or necessary to effect any operating, farm-out, farm-in, unitization, acreage exchange, acreage contribution, bottom-hole or dry-hole arrangement or pooling agreement or any other agreement of the same general nature relating to the acquisition, exploration, maintenance, development or operation of oil or gas properties in the ordinary course of business or as required by any regulatory agency having jurisdiction over the property; or
|
|
|
|
(5
|
)
|
(A) the Company promptly informs the Trustee of such sale,
|
|
|
|
|
(B) the net proceeds of such sale are at least equal to the fair value (as determined by resolution adopted by the Board
of Directors) of such property and
|
(C)
|
the Company shall, and in any such case the Company covenants that it will, within one hundred and eighty (180) days after such sale, apply an amount equal to the net proceeds of such sale to the retirement of debt of the Company, or of a Subsidiary of the Company in the case of property of such Subsidiary, maturing by its terms more than one (1) year after the date on which it was originally incurred (herein called “funded debt”); provided that the amount to be applied to the retirement of funded debt of the Company or of a Subsidiary of the Company shall be reduced by the amount below if, within seventy-five (75) days after such sale, the Company shall deliver to the Trustee an Officers’ Certificate
|
(i)
|
stating that on a specified date after such sale the Company or a Subsidiary of the Company, as the case may be, voluntarily retired a specified principal amount of funded debt,
|
(ii)
|
stating that such retirement was not effected by payment at maturity or pursuant to any applicable mandatory sinking fund or prepayment provision (other than provisions requiring retirement of any funded debt of the Company or a Subsidiary of the Company, as the case may be, under the circumstances referred to in this Section 10.06), and
|
(iii)
|
stating the then optional redemption or prepayment price applicable to the funded debt so retired or, if there is no such price applicable, the amount applied by the Company or a Subsidiary of the Company, as the case may be, to the retirement of such funded debt.
|
(1)
|
the Redemption Date,
|
(2)
|
the Redemption Price,
|
(3)
|
if less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed,
|
(4)
|
that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date,
|
(5)
|
the place or places where each such Security is to be surrendered for payment of the Redemption Price, and
|
(6)
|
that the redemption is for a sinking fund, if such is the case.
|
(1)
|
may deliver Outstanding Securities of a series (other than any Securities previously called for redemption) and
|
(2)
|
may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities,
|
(1)
|
the rights of Holders of such Securities to receive, solely from the trust fund described in Section 13.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due,
|
(2)
|
the Company’s obligations with respect to such Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.03,
|
(3)
|
the rights, powers, trusts, duties and immunities of the Trustee hereunder and
|
(4)
|
this Article.
|
(1)
|
the Company shall be released from its obligations under Section 8.01(1)(B)(i), Section 10.05, Section 10.06 and any covenants provided pursuant to Section 3.01(18), 9.01(2) or 9.01(7) for the benefit of the Holders of such Securities, and
|
(2)
|
the occurrence of any event specified in Sections 5.01(3), 5.01(4) (with respect to any of Section 8.01(1)(B)(i), Section 10.05, Section 10.06 and any such covenants provided pursuant to Section 3.01(18), 9.01(2) or 9.01(7)) and 5.01(7) shall be deemed not to be or result in an Event of Default,
|
(1)
|
The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 6.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders of such Securities,
|
(A)
|
money in an amount (in such currency, currencies or currency unit or units in which the Securities of such series are payable), or
|
(B)
|
in the case of Securities denominated in Dollars, U.S. Government Obligations, or, in the case of Securities denominated in a Foreign Currency, Foreign Government Obligations, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or
|
(C)
|
a combination thereof,
|
(x)
|
any security which is
|
(i)
|
a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or
|
(ii)
|
an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof; and
|
(y)
|
any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.
|
(2)
|
In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that
|
(A)
|
the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or
|
(B)
|
since the date of this instrument, there has been a change in the applicable Federal income tax law,
|
(3)
|
In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur.
|
(4)
|
No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 5.01(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day).
|
(5)
|
Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act).
|
(6)
|
Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound.
|
(7)
|
Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940 (and any statute successor thereto) unless such trust shall be registered under such Act or exempt from registration thereunder.
|
(8)
|
The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.
|
|
|
|
MARATHON OIL CORPORATION
|
||
|
|
|
By:
|
|
/s/ John T. Mills
|
|
|
John T. Mills
|
|
|
Chief Financial Officer
|
|
|
|
JPMORGAN CHASE BANK
|
||
|
|
|
By:
|
|
/s/ John G. Jones
|
|
|
John G. Jones
|
|
|
Vice President and Trust Officer
|
|
|
|
STATE OF TEXAS
|
|
§
|
|
|
§
|
COUNTY OF HARRIS
|
|
§
|
|
|
/s/ Nancy J. Fischer
|
Notary Public
|
|
|
|
STATE OF TEXAS
|
|
§
|
|
|
§
|
COUNTY OF HARRIS
|
|
§
|
|
|
/s/ Nikki N. Robertson
|
Notary Public
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(In millions)
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Portion of rentals representing interest,
|
$
|
34
|
|
|
$
|
24
|
|
|
$
|
51
|
|
|
$
|
88
|
|
|
$
|
77
|
|
including discontinued operations
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Capitalized interest,
|
|
|
|
|
|
|
|
|
|
||||||||||
including discontinued operations
|
27
|
|
|
68
|
|
|
208
|
|
|
410
|
|
|
441
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other interest and fixed charges,
|
|
|
|
|
|
|
|
|
|
||||||||||
including discontinued operations
|
295
|
|
|
236
|
|
|
239
|
|
|
105
|
|
|
160
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total fixed charges (A)
|
$
|
356
|
|
|
$
|
328
|
|
|
$
|
498
|
|
|
$
|
603
|
|
|
$
|
678
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings-pretax income with applicable adjustments (B)
|
$
|
5,288
|
|
|
$
|
6,449
|
|
|
$
|
4,723
|
|
|
$
|
3,607
|
|
|
$
|
3,163
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of (B) to (A)
|
14.85
|
|
|
19.66
|
|
|
9.48
|
|
|
5.98
|
|
|
4.67
|
|
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
|
Oil Casualty Insurance, Ltd.
|
Bermuda
|
|
Old Main Assurance Ltd.
|
Bermuda
|
|
Palmyra Petroleum Company
|
Syrian Arab Republic
|
|
Pan Ocean Energy Company
|
United States
|
Delaware
|
Pennaco Energy, Inc.
|
United States
|
Delaware
|
Pheidippides Finance B.V.
|
Netherlands
|
|
Polar Eagle Shipping Company, Ltd.
|
United States
|
Delaware
|
Red Butte Pipe Line Company
|
United States
|
Delaware
|
SCAL Technology, Inc.
|
United States
|
Texas
|
Seaborn Properties LLC
|
United States
|
Delaware
|
Tarragon Resources (U.S.A.) Inc.
|
United States
|
Delaware
|
Texas Oil & Gas Corp.
|
United States
|
Delaware
|
Vermilion Energy Ireland Limited
|
Cayman Islands
|
|
Western Bluewater Resources (Trinidad) Limited
|
Trinidad and Tobago
|
|
Yorktown Assurance Corporation
|
United States
|
Vermont
|
On Form S-3 ASR:
|
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
|
|
333-29709
|
Marathon Oil Company Thrift 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
|
|
|
333-29709
|
|
Marathon Oil Company Thrift 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
|
|
|
333-29709
|
|
Marathon Oil Company Thrift 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
|
On 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
|
|
|
|
||
On Form S-8:
|
|
Relating to:
|
||
|
|
|
||
Reg. No.
|
|
33-56828
|
|
Marathon Oil Company Thrift Plan
|
|
|
333-29709
|
|
Marathon Oil Company Thrift 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
|
1.
|
I have reviewed this report on Form 10-K of Marathon Oil Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
February 28, 2014
|
/s/ Lee M. Tillman
|
|
Lee M. Tillman
|
|
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 28, 2014
|
/s/ John R. Sult
|
|
John R. Sult
|
|
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.
|
February 28, 2014
|
|
|
|
/s/ Lee M. Tillman
|
|
Lee M. Tillman
|
|
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.
|
February 28, 2014
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/s/ John R. Sult
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John R. Sult
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Executive Vice President and Chief Financial Officer
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i.
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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.
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ii.
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We have evaluated and reviewed certain reserves of the Company as at December 31, 2013. The completion (transmittal) date of our report is January 29, 2014.
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iii.
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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.
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Oil and NGL
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Natural Gas
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Synthetic Crude Oil
1
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Oil Equivalent
2
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Location
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MMbbl
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Bcf
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MMbbl
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MMbbl
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Canada
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680
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680
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Total Company Reserves
3
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1,046
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2,671
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680
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2,171
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Portion of Total Covered
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0%
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0%
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100%
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31%
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iv.
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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”).
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v.
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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.
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vi.
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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 recover the estimated reserves.
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vii.
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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.
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viii.
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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.
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ix.
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A summary of the Company reserves evaluated by us was provided for item iii. Of the 680 MMbbl SCO total proved net after royalty reserves evaluated by us, 674 MMbbl SCO are proved developed and 6 MMbbl SCO are proved undeveloped.
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Gross (100 Percent) Reserves
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Gas
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Condensate
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LPG
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Category
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(BCF)
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(MMBBL)
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(MMBBL)
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Proved Developed (PD)
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1,878
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87
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44
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Proved (1P)
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2,611
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117
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62
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(i)
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Same geological formation (but not necessarily in pressure communication with the reservoir of interest);
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(ii)
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Same environment of deposition;
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(iii)
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Similar geological structure; and
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(iv)
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Same drive mechanism.
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(i)
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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
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(ii)
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Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.
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(i)
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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.
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(ii)
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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.
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(iii)
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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.
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(iv)
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Provide improved recovery systems.
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(i)
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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.
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(ii)
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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.
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(iii)
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Dry hole contributions and bottom hole contributions.
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(iv)
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Costs of drilling and equipping exploratory wells.
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(v)
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Costs of drilling exploratory-type stratigraphic test wells.
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(i)
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Oil and gas producing activities include:
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(A)
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The search for crude oil, including condensate and natural gas liquids, or natural gas ("oil and gas") in their natural states and original locations;
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(B)
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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;
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(C)
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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:
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(1)
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Lifting the oil and gas to the surface; and
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(2)
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Gathering, treating, and field processing (as in the case of processing gas to extract liquid hydrocarbons); and
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(D)
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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.
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a.
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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
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b.
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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.
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(ii)
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Oil and gas producing activities do not include:
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(A)
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Transporting, refining, or marketing oil and gas;
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(B)
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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;
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(C)
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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
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(D)
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Production of geothermal steam.
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(i)
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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.
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(ii)
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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.
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(iii)
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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.
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(iv)
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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.
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(v)
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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.
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(vi)
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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.
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(i)
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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.
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(ii)
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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.
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(iii)
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Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves.
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(iv)
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See also guidelines in paragraphs (a)(17)(iv) and (a)(17)(vi) of this section.
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(i)
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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:
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(A)
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Costs of labor to operate the wells and related equipment and facilities.
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(B)
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Repairs and maintenance.
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(C)
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Materials, supplies, and fuel consumed and supplies utilized in operating the wells and related equipment and facilities.
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(D)
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Property taxes and insurance applicable to proved properties and wells and related equipment and facilities.
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(E)
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Severance taxes.
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(ii)
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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.
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(i)
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The area of the reservoir considered as proved includes:
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(A)
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The area identified by drilling and limited by fluid contacts, if any, and
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(B)
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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.
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(ii)
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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.
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(iii)
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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.
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(iv)
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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:
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(A)
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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
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(B)
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The project has been approved for development by all necessary parties and entities, including governmental entities.
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(v)
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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.
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a.
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Proved oil and gas reserves (see paragraphs 932-235-50-3 through 50-11B)
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b.
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Oil and gas subject to purchase under long-term supply, purchase, or similar agreements and contracts in which the entity participates in the operation of the properties on which the oil or gas is located or otherwise serves as the producer of those reserves (see paragraph 932-235-50-7).
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a.
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Future cash inflows. These shall be computed by applying prices used in estimating the entity's proved oil and gas reserves to the year-end quantities of those reserves. Future price changes shall be considered only to the extent provided by contractual arrangements in existence at year-end.
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b.
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Future development and production costs. These costs shall be computed by estimating the expenditures to be incurred in developing and producing the proved oil and gas reserves at the end of the year, based on year-end costs and assuming continuation of existing economic conditions. If estimated development expenditures are significant, they shall be presented separately from estimated production costs.
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c.
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Future income tax expenses. These expenses shall be computed by applying the appropriate year-end statutory tax rates, with consideration of future tax rates already legislated, to the future pretax net cash flows relating to the entity's proved oil and gas reserves, less the tax basis of the properties involved. The future income tax expenses shall give effect to tax deductions and tax credits and allowances relating to the entity's proved oil and gas reserves.
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d.
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Future net cash flows. These amounts are the result of subtracting future development and production costs and future income tax expenses from future cash inflows.
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e.
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Discount. This amount shall be derived from using a discount rate of 10 percent a year to reflect the timing of the future net cash flows relating to proved oil and gas reserves.
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f.
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Standardized measure of discounted future net cash flows. This amount is the future net cash flows less the computed discount.
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(i)
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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.
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(ii)
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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.
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•
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The company's level of ongoing significant development activities in the area to be developed (for example, drilling only the minimum number of wells necessary to maintain the lease generally would not constitute significant development activities);
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•
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The company's historical record at completing development of comparable long-term projects;
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•
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The amount of time in which the company has maintained the leases, or booked the reserves, without significant development activities;
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•
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The extent to which the company has followed a previously adopted development plan (for example, if a company has changed its development plan several times without taking significant steps to implement any of those plans, recognizing proved undeveloped reserves typically would not be appropriate); and
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•
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The extent to which delays in development are caused by external factors related to the physical operating environment (for example, restrictions on development on Federal lands, but not obtaining government permits), rather than by internal factors (for example, shifting resources to develop properties with higher priority).
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(iii)
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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.
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\s\ Jeffrey D. Wilson
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Jeffery D. Wilson, P.E.
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TBPE License No. 86426
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Managing Senior Vice President
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As of December 31, 2012
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Proved
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|||||
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Total
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Developed
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Undeveloped
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Proved
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Net Reserves of Properties
Audited by Ryder Scott
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Oil/Condensate - MBarrels
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240,042
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238,102
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478,144
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Plant Products - MBarrels
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20,948
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48,396
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69,344
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Gas - MMCF
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137,054
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339,351
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476,405
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MBOE
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283,832
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343,057
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626,889
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Geographic Area
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Price
Reference
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Price
Reference
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Average Benchmark Prices
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Average Realized
Prices
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North America
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United States
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Oil/Condensate
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WTI Cushing
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$94.71/Bbl
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$102.71/Bbl
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NGL
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Propane, Mont Belvieu
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$43.24/Bbl
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$28.41/Bbl
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Gas
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Henry Hub
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$2.81/MCF
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$2.76/MCF
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Libya
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Oil/Condensate
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Brent
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$111.21/Bbl
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$111.51/Bbl
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Gas
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Contract
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NA
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$6.71/Mcf
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(1)
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completion intervals which are open at the time of the estimate, but which have not started producing;
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(2)
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wells which were shut-in for market conditions or pipeline connections; or
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(3)
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wells not capable of production for mechanical reasons.
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(i)
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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.
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