(Mark One)
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[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarterly Period Ended March 31, 2015
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _____ to _____
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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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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Table of Contents
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Page
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Three Months Ended
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||||||
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March 31,
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||||||
(In millions, except per share data)
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2015
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2014
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||||
Revenues and other income:
|
|
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||||
Sales and other operating revenues, including related party
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$
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1,280
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$
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2,149
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Marketing revenues
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204
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|
|
541
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Income from equity method investments
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36
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|
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137
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Net gain on disposal of assets
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1
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2
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Other income
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11
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20
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Total revenues and other income
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1,532
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2,849
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Costs and expenses:
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Production
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444
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542
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Marketing, including purchases from related parties
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205
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542
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Other operating
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107
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103
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Exploration
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90
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73
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Depreciation, depletion and amortization
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821
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643
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Impairments
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—
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17
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Taxes other than income
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67
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95
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General and administrative
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171
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187
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Total costs and expenses
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1,905
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2,202
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Income (loss) from operations
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(373
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)
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647
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Net interest and other
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(47
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)
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(49
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)
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Income (loss) from continuing operations before income taxes
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(420
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)
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598
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Provision (benefit) for income taxes
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(144
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)
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200
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||
Income (loss) from continuing operations
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(276
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)
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398
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Discontinued operations
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—
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751
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Net income (loss)
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$
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(276
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)
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$
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1,149
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Per basic share:
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Income (loss) from continuing operations
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$
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(0.41
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)
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$
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0.58
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Discontinued operations
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$
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—
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$
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1.08
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Net income (loss)
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$
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(0.41
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)
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$
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1.66
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Per diluted share:
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||||
Income (loss)
from continuing operations
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$
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(0.41
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)
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$
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0.57
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Discontinued operations
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$
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—
|
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$
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1.08
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Net income (loss)
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$
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(0.41
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)
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$
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1.65
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Dividends per share
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$
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0.21
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$
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0.19
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Weighted average common shares outstanding:
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Basic
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675
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693
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Diluted
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675
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696
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Three Months Ended
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||||||
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March 31,
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||||||
(In millions)
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2015
|
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2014
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Net income (loss)
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$
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(276
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)
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$
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1,149
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Other comprehensive income (loss)
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|
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|
|
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Postretirement and postemployment plans
|
|
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|
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Change in actuarial loss and other
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76
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(30
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)
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Income tax benefit (provision)
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(27
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)
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10
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Postretirement and postemployment plans, net of tax
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49
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(20
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)
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Comprehensive income (loss)
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$
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(227
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)
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$
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1,129
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March 31,
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December 31,
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||||
(In millions, except per share data)
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2015
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2014
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Assets
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|
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Current assets:
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Cash and cash equivalents
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$
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1,126
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$
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2,398
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Receivables, less reserve of $4 and $3
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1,341
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1,729
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Inventories
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379
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357
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Other current assets
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122
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109
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Total current assets
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2,968
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4,593
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Equity method investments
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1,100
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1,113
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Property, plant and equipment, less accumulated depreciation,
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depletion and amortization of $22,648 and $21,884
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29,291
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29,040
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Goodwill
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459
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459
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Other noncurrent assets
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918
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806
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Total assets
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$
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34,736
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$
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36,011
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Liabilities
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Current liabilities:
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Accounts payable
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$
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1,854
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$
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2,545
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Payroll and benefits payable
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127
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191
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Accrued taxes
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260
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285
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Other current liabilities
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252
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290
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Long-term debt due within one year
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1,068
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1,068
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Total current liabilities
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3,561
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4,379
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Long-term debt
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5,326
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5,323
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Deferred tax liabilities
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2,437
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2,486
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Defined benefit postretirement plan obligations
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515
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598
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Asset retirement obligations
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1,949
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1,917
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Deferred credits and other liabilities
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288
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288
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Total liabilities
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14,076
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14,991
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Commitments and contingencies
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Stockholders’ Equity
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Preferred stock – no shares issued or outstanding (no par value,
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26 million shares authorized)
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—
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—
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Common stock:
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Issued – 770 million shares (par value $1 per share,
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1.1 billion shares authorized)
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770
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770
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Securities exchangeable into common stock – no shares issued or
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outstanding (no par value, 29 million shares authorized)
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—
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—
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Held in treasury, at cost – 95 million and 95 million shares
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(3,634
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)
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(3,642
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)
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Additional paid-in capital
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6,532
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|
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6,531
|
|
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Retained earnings
|
17,220
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|
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17,638
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Accumulated other comprehensive loss
|
(228
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)
|
|
(277
|
)
|
||
Total stockholders' equity
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20,660
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|
|
21,020
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|
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Total liabilities and stockholders' equity
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$
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34,736
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$
|
36,011
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Three Months Ended
|
||||||
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March 31,
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||||||
(In millions)
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2015
|
|
2014
|
||||
Increase (decrease) in cash and cash equivalents
|
|
|
|
||||
Operating activities:
|
|
|
|
|
|
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Net income (loss)
|
$
|
(276
|
)
|
|
$
|
1,149
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||
Discontinued operations
|
—
|
|
|
(751
|
)
|
||
Deferred income taxes
|
(179
|
)
|
|
89
|
|
||
Depreciation, depletion and amortization
|
821
|
|
|
643
|
|
||
Impairments
|
—
|
|
|
17
|
|
||
Pension and other postretirement benefits, net
|
(7
|
)
|
|
19
|
|
||
Exploratory dry well costs and unproved property impairments
|
67
|
|
|
43
|
|
||
Net gain on disposal of assets
|
(1
|
)
|
|
(2
|
)
|
||
Equity method investments, net
|
3
|
|
|
(42
|
)
|
||
Changes in:
|
|
|
|
|
|||
Current receivables
|
388
|
|
|
(69
|
)
|
||
Inventories
|
(22
|
)
|
|
(41
|
)
|
||
Current accounts payable and accrued liabilities
|
(469
|
)
|
|
33
|
|
||
All other operating, net
|
(16
|
)
|
|
(19
|
)
|
||
Net cash provided by continuing operations
|
309
|
|
|
1,069
|
|
||
Net cash provided by discontinued operations
|
—
|
|
|
401
|
|
||
Net cash provided by operating activities
|
309
|
|
|
1,470
|
|
||
Investing activities:
|
|
|
|
|
|
||
Additions to property, plant and equipment
|
(1,452
|
)
|
|
(1,004
|
)
|
||
Disposal of assets
|
2
|
|
|
2,123
|
|
||
Investments - return of capital
|
10
|
|
|
20
|
|
||
Investing activities of discontinued operations
|
—
|
|
|
(96
|
)
|
||
All other investing, net
|
(2
|
)
|
|
5
|
|
||
Net cash provided by (used in) investing activities
|
(1,442
|
)
|
|
1,048
|
|
||
Financing activities:
|
|
|
|
|
|
||
Commercial paper, net
|
—
|
|
|
(135
|
)
|
||
Purchases of common stock
|
—
|
|
|
(551
|
)
|
||
Dividends paid
|
(142
|
)
|
|
(133
|
)
|
||
All other financing, net
|
4
|
|
|
9
|
|
||
Net cash used in financing activities
|
(138
|
)
|
|
(810
|
)
|
||
Effect of exchange rate on cash and cash equivalents:
|
|
|
|
||||
Continuing operations
|
(1
|
)
|
|
—
|
|
||
Discontinued operations
|
—
|
|
|
(8
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
(1,272
|
)
|
|
1,700
|
|
||
Cash and cash equivalents at beginning of period
|
2,398
|
|
|
264
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,126
|
|
|
$
|
1,964
|
|
4.
|
Income (Loss) per Common Share
|
|
Three Months Ended March 31,
|
||||||
(In millions, except per share data)
|
2015
|
|
2014
|
||||
Income (loss) from continuing operations
|
$
|
(276
|
)
|
|
$
|
398
|
|
Discontinued operations
|
—
|
|
|
751
|
|
||
Net income (loss)
|
$
|
(276
|
)
|
|
$
|
1,149
|
|
|
|
|
|
||||
Weighted average common shares outstanding
|
675
|
|
|
693
|
|
||
Effect of dilutive securities
|
—
|
|
|
3
|
|
||
Weighted average common shares, diluted
|
675
|
|
|
696
|
|
||
Per basic share:
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
(0.41
|
)
|
|
$
|
0.58
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
1.08
|
|
Net income (loss)
|
$
|
(0.41
|
)
|
|
$
|
1.66
|
|
Per diluted share:
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
(0.41
|
)
|
|
$
|
0.57
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
1.08
|
|
Net income (loss)
|
$
|
(0.41
|
)
|
|
$
|
1.65
|
|
5.
|
Dispositions
|
|
Three Months Ended March 31,
|
||
(In millions)
|
2014
|
||
Revenues applicable to discontinued operations
|
$
|
680
|
|
Pretax income from discontinued operations
|
$
|
532
|
|
After-tax income from discontinued operations
|
$
|
142
|
|
|
|
|
Three Months Ended March 31,
|
||
(In millions)
|
2014
|
||
Revenues applicable to discontinued operations
|
$
|
58
|
|
Pretax income from discontinued operations, before gain
|
$
|
51
|
|
Pretax gain on disposition of discontinued operations
|
$
|
470
|
|
After-tax income from discontinued operations
|
$
|
609
|
|
|
|
•
|
North America E&P ("N.A. E&P") – explores for, produces and markets crude oil and condensate, natural gas liquids ("NGLs") and natural gas in North America;
|
•
|
International E&P ("Int'l E&P") – explores for, produces and markets crude oil and condensate, NGLs and natural gas outside of North America and produces and markets products manufactured from natural gas, such as LNG and methanol, in Equatorial Guinea ("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.
|
|
Three Months Ended March 31, 2015
|
||||||||||||||||||
|
|
|
Not Allocated
|
|
|
||||||||||||||
(In millions)
|
N.A. E&P
|
|
Int'l E&P
|
|
OSM
|
|
to Segments
|
|
Total
|
||||||||||
Sales and other operating revenues
|
$
|
850
|
|
|
$
|
182
|
|
|
$
|
225
|
|
|
$
|
23
|
|
(c)
|
$
|
1,280
|
|
Marketing revenues
|
178
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
204
|
|
|||||
Total revenues
|
1,028
|
|
|
208
|
|
|
225
|
|
|
23
|
|
|
1,484
|
|
|||||
Income from equity method investments
|
—
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|||||
Net gain on disposal of assets and other income
|
—
|
|
|
10
|
|
|
1
|
|
|
1
|
|
|
12
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Production expenses
|
202
|
|
|
67
|
|
|
175
|
|
|
—
|
|
|
444
|
|
|||||
Marketing costs
|
180
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
205
|
|
|||||
Exploration expenses
|
35
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
90
|
|
|||||
Depreciation, depletion and amortization
|
683
|
|
|
64
|
|
|
62
|
|
|
12
|
|
|
821
|
|
|||||
Other expenses
(a)
|
117
|
|
|
23
|
|
|
9
|
|
|
129
|
|
(d)
|
278
|
|
|||||
Taxes other than income
|
61
|
|
|
—
|
|
|
5
|
|
|
1
|
|
|
67
|
|
|||||
Net interest and other
|
—
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
47
|
|
|||||
Income tax benefit
|
(89
|
)
|
|
(3
|
)
|
|
(6
|
)
|
|
(46
|
)
|
|
(144
|
)
|
|||||
Segment income (loss) /Income (loss) from continuing operations
|
$
|
(161
|
)
|
|
$
|
23
|
|
|
$
|
(19
|
)
|
|
$
|
(119
|
)
|
|
$
|
(276
|
)
|
Capital expenditures
(b)
|
$
|
933
|
|
|
$
|
146
|
|
|
$
|
21
|
|
|
$
|
2
|
|
|
$
|
1,102
|
|
(a)
|
Includes other operating expenses and general and administrative expenses.
|
(b)
|
Includes accruals.
|
(c)
|
Unrealized gain on crude oil derivative instruments.
|
(d)
|
Includes
$43 million
of severance related expenses associated with a workforce reduction and a pension settlement loss of
$17 million
.
|
|
Three Months Ended March 31, 2014
|
||||||||||||||||||
|
|
|
Not Allocated
|
|
|
||||||||||||||
(In millions)
|
N.A. E&P
|
|
Int'l E&P
|
|
OSM
|
|
to Segments
|
|
Total
|
||||||||||
Sales and other operating revenues
|
$
|
1,392
|
|
|
$
|
380
|
|
|
$
|
377
|
|
|
$
|
—
|
|
|
$
|
2,149
|
|
Marketing revenues
|
440
|
|
|
70
|
|
|
31
|
|
|
—
|
|
|
541
|
|
|||||
Total revenues
|
1,832
|
|
|
450
|
|
|
408
|
|
|
—
|
|
|
2,690
|
|
|||||
Income from equity method investments
|
—
|
|
|
137
|
|
|
—
|
|
|
—
|
|
|
137
|
|
|||||
Net gain on disposal of assets and other income
|
3
|
|
|
17
|
|
|
2
|
|
|
—
|
|
|
22
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Production expenses
|
211
|
|
|
100
|
|
|
231
|
|
|
—
|
|
|
542
|
|
|||||
Marketing costs
|
440
|
|
|
71
|
|
|
31
|
|
|
—
|
|
|
542
|
|
|||||
Exploration expenses
|
57
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
73
|
|
|||||
Depreciation, depletion and amortization
|
515
|
|
|
71
|
|
|
45
|
|
|
12
|
|
|
643
|
|
|||||
Impairments
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|||||
Other expenses
(a)
|
110
|
|
|
38
|
|
|
13
|
|
|
129
|
|
(c)
|
290
|
|
|||||
Taxes other than income
|
90
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
95
|
|
|||||
Net interest and other
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
49
|
|
|||||
Income tax provision (benefit)
|
153
|
|
|
87
|
|
|
21
|
|
|
(61
|
)
|
|
200
|
|
|||||
Segment income/Income from continuing operations
|
$
|
242
|
|
|
$
|
221
|
|
|
$
|
64
|
|
|
$
|
(129
|
)
|
|
$
|
398
|
|
Capital expenditures
(b)
|
$
|
867
|
|
|
$
|
105
|
|
|
$
|
68
|
|
|
$
|
3
|
|
|
$
|
1,043
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(In millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Service cost
|
$
|
12
|
|
|
$
|
12
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost
|
14
|
|
|
16
|
|
|
3
|
|
|
3
|
|
||||
Expected return on plan assets
|
(19
|
)
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||
– prior service cost (credit)
|
1
|
|
|
1
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
– actuarial loss
|
7
|
|
|
6
|
|
|
—
|
|
|
—
|
|
||||
Net settlement loss
(a)
|
17
|
|
|
63
|
|
|
—
|
|
|
—
|
|
||||
Net curtailment loss (gain)
(b)
|
1
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
||||
Net periodic benefit cost (credit)
|
$
|
33
|
|
|
$
|
80
|
|
|
$
|
(3
|
)
|
|
$
|
3
|
|
(a)
|
Settlements are recognized as they occur, once it is probable that lump sum payments from a plan for a given year will exceed the plan's total service and interest cost for that year.
|
(b)
|
Related to the workforce reduction, which reduced the future expected years of service for employees participating in the plans.
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
December 31,
|
||||
(In millions)
|
2015
|
|
2014
|
||||
Liquid hydrocarbons, natural gas and bitumen
|
$
|
54
|
|
|
$
|
58
|
|
Supplies and other items
|
325
|
|
|
299
|
|
||
Inventories, at cost
|
$
|
379
|
|
|
$
|
357
|
|
|
March 31,
|
|
December 31,
|
||||
(In millions)
|
2015
|
|
2014
|
||||
North America E&P
|
$
|
16,954
|
|
|
$
|
16,717
|
|
International E&P
|
2,803
|
|
|
2,741
|
|
||
Oil Sands Mining
|
9,415
|
|
|
9,455
|
|
||
Corporate
|
119
|
|
|
127
|
|
||
Net property, plant and equipment
|
$
|
29,291
|
|
|
$
|
29,040
|
|
|
March 31, 2015
|
||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Derivative instruments, assets
|
|
|
|
|
|
|
|
||||||||
Commodity
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
23
|
|
Interest rate
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||
Derivative instruments, assets
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
36
|
|
|
December 31, 2014
|
||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Derivative instruments, assets
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
8
|
|
Derivative instruments, assets
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
2015
|
|
2014
|
||||||||||||
(In millions)
|
Fair Value
|
|
Impairment
|
|
Fair Value
|
|
Impairment
|
||||||||
Long-lived assets held for use
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17
|
|
|
|
|
|
|
|
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Fair
|
|
Carrying
|
|
Fair
|
|
Carrying
|
||||||||
(In millions)
|
Value
|
|
Amount
|
|
Value
|
|
Amount
|
||||||||
Financial assets
|
|
|
|
|
|
|
|
||||||||
Other noncurrent assets
|
$
|
135
|
|
|
$
|
134
|
|
|
$
|
132
|
|
|
$
|
129
|
|
Total financial assets
|
135
|
|
|
134
|
|
|
132
|
|
|
129
|
|
||||
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other current liabilities
|
13
|
|
|
13
|
|
|
13
|
|
|
13
|
|
||||
Long-term debt, including current portion
(a)
|
6,980
|
|
|
6,361
|
|
|
6,887
|
|
|
6,360
|
|
||||
Deferred credits and other liabilities
|
68
|
|
|
68
|
|
|
69
|
|
|
68
|
|
||||
Total financial liabilities
|
$
|
7,061
|
|
|
$
|
6,442
|
|
|
$
|
6,969
|
|
|
$
|
6,441
|
|
|
March 31, 2015
|
|
|
||||||||||
(In millions)
|
Asset
|
|
Liability
|
|
Net Asset
|
|
Balance Sheet Location
|
||||||
Fair Value Hedges
|
|
|
|
|
|
|
|
||||||
Interest rate
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
Other noncurrent assets
|
Total Designated Hedges
|
13
|
|
|
—
|
|
|
13
|
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Not Designated as Hedges
|
|
|
|
|
|
|
|
||||||
Commodity
|
23
|
|
|
—
|
|
|
23
|
|
|
Other current assets
|
|||
Total Not Designated as Hedges
|
23
|
|
|
—
|
|
|
23
|
|
|
|
|||
Total
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
36
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2014
|
|
|
||||||||||
(In millions)
|
Asset
|
|
Liability
|
|
Net Asset
|
|
Balance Sheet Location
|
||||||
Fair Value Hedges
|
|
|
|
|
|
|
|
||||||
Interest rate
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
Other noncurrent assets
|
Total Designated Hedges
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||
|
Aggregate Notional Amount
|
Weighted Average, LIBOR-Based,
|
|
Aggregate Notional Amount
|
Weighted Average, LIBOR-Based,
|
||||||
Maturity Dates
|
(in millions)
|
Floating Rate
|
|
(in millions)
|
Floating Rate
|
||||||
October 1, 2017
|
$
|
600
|
|
4.66
|
%
|
|
$
|
600
|
|
4.64
|
%
|
March 15, 2018
|
$
|
300
|
|
4.51
|
%
|
|
$
|
300
|
|
4.49
|
%
|
|
|
Gain (Loss)
|
|||||||
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
Income Statement Location
|
|
2015
|
|
2014
|
||||
Derivative
|
|
|
|
|
|
||||
Interest rate
|
Net interest and other
|
|
$
|
5
|
|
|
$
|
(1
|
)
|
Foreign currency
|
Discontinued operations
|
|
$
|
—
|
|
|
$
|
3
|
|
Hedged Item
|
|
|
|
|
|
|
|
||
Long-term debt
|
Net interest and other
|
|
$
|
(5
|
)
|
|
$
|
1
|
|
Accrued taxes
|
Discontinued operations
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
(a)
|
Counterparties have the option to execute fixed-price swaps (swaptions) at a weighted average price
|
|
Stock Options
|
|
Restricted Stock
|
||||||||||
|
Number of
Shares
|
|
Weighted
Average
Exercise Price
|
|
Awards
|
|
Weighted
Average Grant
Date Fair Value
|
||||||
Outstanding at December 31, 2014
|
13,427,836
|
|
|
|
$29.68
|
|
|
3,448,353
|
|
|
|
$34.04
|
|
Granted
|
724,082
|
|
(a)
|
|
$29.06
|
|
|
317,563
|
|
|
|
$28.93
|
|
Options Exercised/Stock Vested
|
(99,441
|
)
|
|
|
$17.36
|
|
|
(257,390
|
)
|
|
|
$34.94
|
|
Canceled
|
(272,031
|
)
|
|
|
$34.07
|
|
|
(414,431
|
)
|
|
|
$33.78
|
|
Outstanding at March 31, 2015
|
13,780,446
|
|
|
|
$29.65
|
|
|
3,094,095
|
|
|
|
$33.48
|
|
|
Three Months Ended March 31,
|
|
|
||||||
(In millions)
|
2015
|
|
2014
|
|
Income Statement Line
|
||||
|
|
|
|
||||||
Postretirement and postemployment plans
|
|
|
|
|
|
||||
Amortization of actuarial loss
|
$
|
(7
|
)
|
|
$
|
(6
|
)
|
|
General and administrative
|
Net settlement loss
|
(17
|
)
|
|
(63
|
)
|
|
General and administrative
|
||
Net curtailment gain
|
5
|
|
|
—
|
|
|
General and administrative
|
||
|
(19
|
)
|
|
(69
|
)
|
|
Income (loss) from operations
|
||
|
7
|
|
|
23
|
|
|
Benefit for income taxes
|
||
Total reclassifications
|
$
|
(12
|
)
|
|
$
|
(46
|
)
|
|
Income (loss) from continuing operations
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Net cash provided by (used in) operating activities:
|
|
|
|
||||
Interest paid (net of amounts capitalized)
|
$
|
(55
|
)
|
|
$
|
(56
|
)
|
Income taxes paid to taxing authorities
(a)
|
(47
|
)
|
|
(453
|
)
|
||
Net cash provided by (used in) financing activities:
|
|
|
|
||||
Commercial paper, net:
|
|
|
|
|
|
||
Issuances
|
$
|
—
|
|
|
$
|
2,235
|
|
Repayments
|
—
|
|
|
(2,370
|
)
|
||
Commercial paper, net
|
—
|
|
|
(135
|
)
|
||
Noncash investing activities, related to continuing operations:
|
|
|
|
|
|
||
Asset retirement costs capitalized
|
$
|
21
|
|
|
$
|
37
|
|
Asset retirement obligations assumed by buyer
|
—
|
|
|
43
|
|
||
Receivable for disposal of assets
|
—
|
|
|
44
|
|
(a)
|
Income taxes paid to taxing authorities included
$357 million
related to discontinued operations in the
first three months of 2014
.
|
•
|
North America E&P – explores for, produces and markets crude oil and condensate, NGLs and natural gas in North America;
|
•
|
International E&P – explores for, produces and markets crude oil and condensate, NGLs 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.
|
•
|
Loss from continuing operations per diluted share of
$(0.41)
as compared to income from continuing operations of
$0.57
per diluted share in the
first quarter of
2014
|
•
|
Increased company-wide net sales volumes from continuing operations by
19%
from
386
thousand barrels of oil equivalent per day ("mboed") in the
first quarter of
2014
to
459
mboed
|
◦
|
Net sales volumes from our three U.S. resource plays increased
49%
from
154
mboed in the
first quarter of
2014
to
229
mboed
|
•
|
Achieved 98% average operational availability for our operated assets
|
•
|
Reduced North America E&P production expenses per boe by 28% compared to the first quarter of 2014
|
•
|
Completed our previously announced workforce reduction, incurring severance and related expenses of $43 million
|
•
|
Operating cash flow provided by continuing operations of
$309 million
, compared to
$1.1 billion
for
first quarter of
2014
|
•
|
$3.6 billion of liquidity at the end of the first quarter, comprised of
$1.1 billion
in cash and $2.5 billion in the unused revolving credit facility; credit facility capacity increased to $3 billion after quarter end
|
•
|
Cash-adjusted debt-to-capital ratio of
20%
at March 31, 2015, as compared with
16%
at December 31, 2014
|
|
Three Months Ended March 31,
|
||
|
2015
|
|
2014
|
Net Sales Volumes
|
|
|
|
Crude Oil and Condensate
(mbbld)
|
|
|
|
Bakken
|
51
|
|
38
|
Eagle Ford
|
92
|
|
62
|
Oklahoma Resource Basins
|
5
|
|
2
|
Other North America
(a)
|
36
|
|
36
|
Total Crude Oil and Condensate
|
184
|
|
138
|
Natural Gas Liquids
(mbbld)
|
|
|
|
Bakken
|
3
|
|
2
|
Eagle Ford
|
27
|
|
16
|
Oklahoma Resource Basins
|
7
|
|
4
|
Other North America
(a)
|
2
|
|
3
|
Total Natural Gas Liquids
|
39
|
|
25
|
Total Liquid Hydrocarbons
(mbbld)
|
|
|
|
Bakken
|
54
|
|
40
|
Eagle Ford
|
119
|
|
78
|
Oklahoma Resource Basins
|
12
|
|
6
|
Other North America
(a)
|
38
|
|
39
|
Total Liquid Hydrocarbons
|
223
|
|
163
|
Natural Gas
(mmcfd)
|
|
|
|
Bakken
|
20
|
|
16
|
Eagle Ford
|
169
|
|
107
|
Oklahoma Resource Basins
|
78
|
|
54
|
Other North America
(a)
|
92
|
|
123
|
Total Natural Gas
|
359
|
|
300
|
Equivalent Barrels
(mboed)
|
|
|
|
Bakken
|
57
|
|
43
|
Eagle Ford
|
147
|
|
96
|
Oklahoma Resource Basins
|
25
|
|
15
|
Other North America
(a)
|
54
|
|
59
|
Total North America E&P
|
283
|
|
213
|
|
Three Months Ended March 31,
|
||||
|
2015
|
|
2014
|
||
Gross Operated
|
|
|
|
||
Eagle Ford:
|
|
|
|
||
Wells drilled to total depth
|
88
|
|
|
83
|
|
Wells brought to sales
|
91
|
|
|
49
|
|
Bakken:
|
|
|
|
||
Wells drilled to total depth
|
20
|
|
|
16
|
|
Wells brought to sales
|
24
|
|
|
15
|
|
Oklahoma Resource Basins:
|
|
|
|
||
Wells drilled to total depth
|
8
|
|
|
5
|
|
Wells brought to sales
|
5
|
|
|
4
|
|
|
Three Months Ended March 31,
|
||||
|
2015
|
|
2014
|
||
Net Sales Volumes
|
|
|
|
||
Crude Oil and Condensate
(mbbld)
|
|
|
|
||
Equatorial Guinea
|
18
|
|
|
24
|
|
United Kingdom
|
13
|
|
|
12
|
|
Total Crude Oil and Condensate
|
31
|
|
|
36
|
|
Natural Gas Liquids
(mbbld)
|
|
|
|
||
Equatorial Guinea
|
10
|
|
|
11
|
|
United Kingdom
|
—
|
|
|
1
|
|
Total Natural Gas Liquids
|
10
|
|
|
12
|
|
Total Liquid Hydrocarbons
(mbbld)
|
|
|
|
||
Equatorial Guinea
|
28
|
|
|
35
|
|
United Kingdom
|
13
|
|
|
13
|
|
Total Liquid Hydrocarbons
|
41
|
|
|
48
|
|
Natural Gas
(mmcfd)
|
|
|
|
||
Equatorial Guinea
|
418
|
|
|
435
|
|
United Kingdom
(a)
|
33
|
|
|
30
|
|
Libya
|
—
|
|
|
3
|
|
Total Natural Gas
|
451
|
|
|
468
|
|
Equivalent Barrels
(mboed)
|
|
|
|
||
Equatorial Guinea
|
97
|
|
|
108
|
|
United Kingdom
(a)
|
19
|
|
|
18
|
|
Total International E&P
(mboed)
|
116
|
|
|
126
|
|
Net Sales Volumes of Equity Method Investees
|
|
|
|
||
LNG
(mtd)
|
6,275
|
|
|
6,579
|
|
Methanol
(mtd)
|
884
|
|
|
1,153
|
|
(a)
|
Includes natural gas acquired for injection and subsequent resale of
10
mmcfd and
7
mmcfd for the
first quarter
s of
2015
and
2014
.
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Average Price Realizations
(a)
|
|
|
|
||||
Crude Oil and Condensate
(per bbl)
(b)
|
|
|
|
||||
Bakken
|
|
$39.92
|
|
|
|
$89.46
|
|
Eagle Ford
|
42.72
|
|
|
96.10
|
|
||
Oklahoma Resource Basins
|
45.57
|
|
|
94.38
|
|
||
Other North America
(c)
|
41.39
|
|
|
89.25
|
|
||
Total Crude Oil and Condensate
|
41.75
|
|
|
92.48
|
|
||
Natural Gas Liquids
(per bbl)
|
|
|
|
||||
Bakken
|
N.M.
|
|
|
|
$57.62
|
|
|
Eagle Ford
|
13.73
|
|
|
37.50
|
|
||
Oklahoma Resource Basins
|
17.04
|
|
|
44.58
|
|
||
Other North America
(c)
|
26.38
|
|
|
61.83
|
|
||
Total Natural Gas Liquids
|
14.43
|
|
|
43.11
|
|
||
Total Liquid Hydrocarbons
(per bbl)
|
|
|
|
||||
Bakken
|
|
$37.78
|
|
|
|
$87.60
|
|
Eagle Ford
|
36.30
|
|
|
84.16
|
|
||
Oklahoma Resource Basins
|
28.25
|
|
|
58.75
|
|
||
Other North America
(c)
|
40.23
|
|
|
87.40
|
|
||
Total Liquid Hydrocarbons
|
36.92
|
|
|
84.79
|
|
||
Natural Gas
(per mcf)
|
|
|
|
||||
Bakken
|
|
$2.93
|
|
|
|
$8.41
|
|
Eagle Ford
|
2.88
|
|
|
4.89
|
|
||
Oklahoma Resource Basins
|
2.61
|
|
|
5.50
|
|
||
Other North America
(c)
|
3.59
|
|
|
5.10
|
|
||
Total Natural Gas
|
3.01
|
|
|
5.28
|
|
||
Benchmarks
|
|
|
|
||||
WTI crude oil
(per bbl)
(d)
|
|
$48.58
|
|
|
|
$98.62
|
|
Louisiana Light Sweet ("LLS") crude oil
(per bbl)
(e)
|
52.84
|
|
|
104.38
|
|
||
Mont Belvieu NGLs
(per bbl)
(f)
|
18.39
|
|
|
38.38
|
|
||
Henry Hub natural gas
(g)
(per mmbtu)
(h)
|
2.98
|
|
|
4.94
|
|
(a)
|
Excludes gains or losses on derivative instruments.
|
(b)
|
Inclusion of realized gains on crude oil derivative instruments would have increased average crude oil price realization by $0.21 per bbl for the first quarter of 2015. There were no crude oil derivative instruments for the first quarter of 2014.
|
(c)
|
Includes Gulf of Mexico and other conventional onshore U.S. production.
|
(d)
|
NYMEX.
|
(e)
|
Bloomberg Finance LLP: LLS St. James.
|
(f)
|
Bloomberg Finance LLP: Y-grade Mix NGL of 50% ethane, 25% propane, 10% butane, 5% isobutane and 10% natural gasoline.
|
(g)
|
Settlement date average.
|
(h)
|
Million British thermal units.
|
N.M
.
|
Not meaningful.
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Average Price Realizations
|
|
|
|
||||
Crude Oil and Condensate
(per bbl)
|
|
|
|
||||
Equatorial Guinea
|
$42.55
|
|
$90.44
|
||||
United Kingdom
|
57.19
|
|
|
110.99
|
|
||
Total Crude Oil and Condensate
|
48.87
|
|
|
97.73
|
|
||
Natural Gas Liquids
(per bbl)
|
|
|
|
||||
Equatorial Guinea
(a)
|
$1.00
|
|
$1.00
|
||||
United Kingdom
|
33.64
|
|
|
73.10
|
|
||
Total Natural Gas Liquids
|
3.46
|
|
|
4.52
|
|
||
Total Liquid Hydrocarbons
(per bbl)
|
|
|
|
||||
Equatorial Guinea
|
|
$27.85
|
|
|
|
$62.37
|
|
United Kingdom
|
55.81
|
|
|
109.53
|
|
||
Total Liquid Hydrocarbons
|
37.31
|
|
|
75.55
|
|
||
Natural Gas
(per mcf)
|
|
|
|
||||
Equatorial Guinea
(a)
|
|
$0.24
|
|
|
|
$0.24
|
|
United Kingdom
|
7.68
|
|
|
10.02
|
|
||
Libya
|
—
|
|
|
6.65
|
|
||
Total Natural Gas
|
0.78
|
|
|
0.92
|
|
||
Benchmark
|
|
|
|
||||
Brent (Europe) crude oil
(per bbl)
(b)
|
|
$53.92
|
|
|
|
$108.17
|
|
(a)
|
Primarily represents fixed prices under long-term contracts with Alba Plant LLC, Atlantic Methanol Production Company LLC and Equatorial Guinea LNG Holdings Limited, which are equity method investees. We include our share of income from each of these equity method investees in our International E&P segment.
|
(b)
|
Average of monthly prices obtained from Energy Information Administration ("EIA") website.
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Average Price Realizations
|
|
|
|
||||
Synthetic Crude Oil
(per bbl)
|
|
$40.37
|
|
|
|
$88.50
|
|
Benchmark
|
|
|
|
||||
WTI crude oil
(per bbl)
(a)
|
|
$48.58
|
|
|
|
$98.62
|
|
WCS crude oil
(per bbl)
(b)
|
$33.90
|
|
$75.55
|
||||
AECO natural gas sales index
(per mmbtu)
(c)
|
$2.09
|
|
$4.99
|
(a)
|
NYMEX.
|
(b)
|
Monthly pricing based upon average WTI adjusted for differentials unique to western Canada.
|
(c)
|
Monthly average AECO day ahead index.
|
|
Three Months Ended March 31,
|
||||||||
(In millions)
|
2015
|
|
2014
|
||||||
Sales and other operating revenues, including related party
|
|
|
|
||||||
North America E&P
|
$
|
850
|
|
|
$
|
1,392
|
|
||
International E&P
|
182
|
|
|
380
|
|
||||
Oil Sands Mining
|
225
|
|
|
377
|
|
||||
Segment sales and other operating revenues, including related party
|
$
|
1,257
|
|
|
$
|
2,149
|
|
||
Unrealized gain on crude oil derivative instruments
|
23
|
|
|
—
|
|
||||
Sales and other operating revenues, including related party
|
$
|
1,280
|
|
|
$
|
2,149
|
|
|
|
Three Months Ended March 31,
|
|||||||||
($ per boe)
|
|
2015
|
|
2014
|
|||||||
Production Expense Rate
|
|||||||||||
North America E&P
|
|
|
$7.94
|
|
|
|
$11.02
|
|
|||
International E&P
|
|
|
$6.40
|
|
|
|
$8.76
|
|
|||
Oil Sands Mining
(a)
|
|
|
$34.78
|
|
|
|
$47.54
|
|
(a)
|
Production expense per synthetic crude oil barrel includes production costs, shipping and handling, taxes other than income and insurance costs and excludes pre-development costs.
|
|
|
Three Months Ended March 31,
|
|||||||||
(In millions)
|
|
2015
|
|
2014
|
|||||||
Exploration Expenses
|
|||||||||||
Unproved property impairments
|
|
$
|
9
|
|
|
$
|
41
|
|
|||
Dry well costs
|
|
58
|
|
|
2
|
|
|||||
Geological and geophysical
|
|
3
|
|
|
11
|
|
|||||
Other
|
|
20
|
|
|
19
|
|
|||||
Total exploration expenses
|
|
$
|
90
|
|
|
$
|
73
|
|
|
|
Three Months Ended March 31,
|
|||||||||
($ per boe)
|
|
2015
|
|
2014
|
|||||||
DD&A Rate
|
|
|
|
|
|
|
|||||
North America E&P
|
|
|
$26.85
|
|
|
|
$26.88
|
|
|||
International E&P
|
|
|
$6.10
|
|
|
|
$6.25
|
|
|||
Oil Sands Mining
|
|
|
$12.44
|
|
|
|
$11.70
|
|
|
|
Three Months Ended March 31,
|
|||||||||
(In millions)
|
|
2015
|
|
2014
|
|||||||
Production and severance
|
|
$
|
34
|
|
|
$
|
55
|
|
|||
Ad valorem
|
|
16
|
|
|
19
|
|
|||||
Other
|
|
17
|
|
|
21
|
|
|||||
Total
|
|
$
|
67
|
|
|
$
|
95
|
|
|
|
Three Months Ended March 31,
|
|||||||||
(In millions)
|
|
2015
|
|
2014
|
|||||||
North America E&P
|
|
$
|
(161
|
)
|
|
$
|
242
|
|
|||
International E&P
|
|
23
|
|
|
221
|
|
|||||
Oil Sands Mining
|
|
(19
|
)
|
|
64
|
|
|||||
Segment income (loss)
|
|
(157
|
)
|
|
527
|
|
|||||
Items not allocated to segments, net of income taxes
|
|
(119
|
)
|
|
(129
|
)
|
|||||
Income (loss) from continuing operations
|
|
(276
|
)
|
|
398
|
|
|||||
Discontinued operations
(a)
|
|
—
|
|
|
751
|
|
|||||
Net income (loss)
|
|
$
|
(276
|
)
|
|
$
|
1,149
|
|
(a)
|
As a result of the sale of our Angola assets and our Norway business, both are reflected as discontinued operations in 2014.
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Sources of cash and cash equivalents
|
|
|
|
|
|
||
Continuing operations
|
$
|
309
|
|
|
$
|
1,069
|
|
Discontinued operations
|
—
|
|
|
401
|
|
||
Disposals of assets
|
2
|
|
|
2,123
|
|
||
Other
|
14
|
|
|
34
|
|
||
Total sources of cash and cash equivalents
|
$
|
325
|
|
|
$
|
3,627
|
|
Uses of cash and cash equivalents
|
|
|
|
||||
Additions to property, plant and equipment
|
$
|
(1,452
|
)
|
|
$
|
(1,004
|
)
|
Investing activities of discontinued operations
|
—
|
|
|
(96
|
)
|
||
Purchases of common stock
|
—
|
|
|
(551
|
)
|
||
Commercial paper, net
|
—
|
|
|
(135
|
)
|
||
Dividends paid
|
(142
|
)
|
|
(133
|
)
|
||
Other
|
(3
|
)
|
|
(8
|
)
|
||
Total uses of cash and cash equivalents
|
$
|
(1,597
|
)
|
|
$
|
(1,927
|
)
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
North America E&P
|
$
|
933
|
|
|
$
|
867
|
|
International E&P
|
146
|
|
|
105
|
|
||
Oil Sands Mining
|
21
|
|
|
68
|
|
||
Corporate
|
2
|
|
|
3
|
|
||
Total capital expenditures
|
1,102
|
|
|
1,043
|
|
||
(Increase) decrease in capital expenditure accrual
|
350
|
|
|
(39
|
)
|
||
Total use of cash and cash equivalents for property, plant and equipment
|
$
|
1,452
|
|
|
$
|
1,004
|
|
•
|
Eagle Ford capital reduced to $1.3 billion, reflecting a reduction to seven rigs by the end of the second quarter. We revised the number of gross operated wells to drill to sales to 227-247.
|
•
|
Bakken capital reduced to $645 million, reflecting a reduction to one rig by the end of the second quarter. The lower spend will fund the remaining downspacing pilots. We revised the number of gross operated wells to drill to sales to 53-63.
|
•
|
Oklahoma Resource Basins capital increased to $253 million, as a result of increased outside-operated activity. We plan to maintain a program of two operated rigs and participate in approximately
50
outside-operated wells in 2015. The number of gross operated wells to sales remains unchanged.
|
|
March 31,
|
|
December 31,
|
||||
(In millions)
|
2015
|
|
2014
|
||||
Long-term debt due within one year
|
$
|
1,068
|
|
|
$
|
1,068
|
|
Long-term debt
|
5,326
|
|
|
5,323
|
|
||
Total debt
|
$
|
6,394
|
|
|
$
|
6,391
|
|
Cash and cash equivalents
|
$
|
1,126
|
|
|
$
|
2,398
|
|
Equity
|
$
|
20,660
|
|
|
$
|
21,020
|
|
Calculation:
|
|
|
|
|
|
||
Total debt
|
$
|
6,394
|
|
|
$
|
6,391
|
|
Minus cash and cash equivalents
|
1,126
|
|
|
2,398
|
|
||
Total debt minus cash and cash equivalents
|
$
|
5,268
|
|
|
$
|
3,993
|
|
Total debt
|
$
|
6,394
|
|
|
$
|
6,391
|
|
Plus equity
|
20,660
|
|
|
21,020
|
|
||
Minus cash and cash equivalents
|
1,126
|
|
|
2,398
|
|
||
Total debt plus equity minus cash and cash equivalents
|
$
|
25,928
|
|
|
$
|
25,013
|
|
Cash-adjusted debt-to-capital ratio
|
20
|
%
|
|
16
|
%
|
|
|
|
|
|
|
|
|
|
|
•
|
conditions in the oil and gas industry, including the level of supply or demand for liquid hydrocarbons and natural gas and the impact on the price of liquid hydrocarbons and natural gas;
|
•
|
changes in political or economic conditions in key operating markets, including international markets;
|
•
|
the amount of capital available for exploration and development;
|
•
|
timing of commencing production from new wells;
|
•
|
drilling rig availability;
|
•
|
availability of materials and labor;
|
•
|
the inability to obtain or delay in obtaining necessary government or third-party approvals and permits;
|
•
|
non-performance by third parties of their contractual obligations;
|
•
|
unforeseen hazards such as weather conditions, acts of war or terrorist acts and the governmental or military response thereto;
|
•
|
cyber-attacks adversely affecting our operations;
|
•
|
changes in safety, health, environmental and other regulations;
|
•
|
other geological, operating and economic considerations; and
|
•
|
other factors discussed in Item 1. Business, Item 1A. Risk Factors, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, and elsewhere in our Annual Report on Form 10-K for the year ended
December 31, 2014
, and those set forth from time to time in our filings with the SEC.
|
(a)
|
Counterparties have the option to exercise fixed-price swaps (swaptions) at a weighted average price
|
|
Incremental Change in IFO from a Hypothetical Price Increase of
|
Incremental Change in IFO from a Hypothetical Price Decrease of
|
||||
(In millions)
|
10%
|
10%
|
||||
Crude oil commodity derivatives
|
$
|
(34
|
)
|
$
|
27
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Segment Income (Loss)
|
|
|
|
||||
North America E&P
|
$
|
(161
|
)
|
|
$
|
242
|
|
International E&P
|
23
|
|
|
221
|
|
||
Oil Sands Mining
|
(19
|
)
|
|
64
|
|
||
Segment income (loss)
|
(157
|
)
|
|
527
|
|
||
Items not allocated to segments, net of income taxes
|
(119
|
)
|
|
(129
|
)
|
||
Income (loss) from continuing operations
|
(276
|
)
|
|
398
|
|
||
Discontinued operations
(a)
|
—
|
|
|
751
|
|
||
Net income (loss)
|
$
|
(276
|
)
|
|
$
|
1,149
|
|
Capital Expenditures
(b)
|
|
|
|
|
|
||
North America E&P
|
$
|
933
|
|
|
$
|
867
|
|
International E&P
|
146
|
|
|
105
|
|
||
Oil Sands Mining
|
21
|
|
|
68
|
|
||
Corporate
|
2
|
|
|
3
|
|
||
Discontinued operations
(a)
|
—
|
|
|
110
|
|
||
Total
|
$
|
1,102
|
|
|
$
|
1,153
|
|
Exploration Expenses
|
|
|
|
|
|
||
North America E&P
|
$
|
35
|
|
|
$
|
57
|
|
International E&P
|
55
|
|
|
16
|
|
||
Total
|
$
|
90
|
|
|
$
|
73
|
|
(a)
|
As a result of the sale of our Angola assets and our Norway business, both are reflected as discontinued operations in 2014.
|
(b)
|
Includes accruals.
|
|
Three Months Ended
|
|||
|
March 31,
|
|||
Net Sales Volumes
|
2015
|
|
2014
|
|
North America E&P
|
|
|
|
|
Crude Oil and Condensate
(mbbld)
|
|
|
|
|
Bakken
|
51
|
|
|
38
|
Eagle Ford
|
92
|
|
|
62
|
Oklahoma Resource Basins
|
5
|
|
|
2
|
Other North America
(c)
|
36
|
|
|
36
|
Total Crude Oil and Condensate
|
184
|
|
|
138
|
Natural Gas Liquids
(mbbld)
|
|
|
|
|
Bakken
|
3
|
|
|
2
|
Eagle Ford
|
27
|
|
|
16
|
Oklahoma Resource Basins
|
7
|
|
|
4
|
Other North America
(c)
|
2
|
|
|
3
|
Total Natural Gas Liquids
|
39
|
|
|
25
|
Total Liquid Hydrocarbons
(mbbld)
|
|
|
|
|
Bakken
|
54
|
|
|
40
|
Eagle Ford
|
119
|
|
|
78
|
Oklahoma Resource Basins
|
12
|
|
|
6
|
Other North America
(c)
|
38
|
|
|
39
|
Total Liquid Hydrocarbons
|
223
|
|
|
163
|
Natural Gas
(mmcfd)
|
|
|
|
|
Bakken
|
20
|
|
|
16
|
Eagle Ford
|
169
|
|
|
107
|
Oklahoma Resource Basins
|
78
|
|
|
54
|
Other North America
(c)
|
92
|
|
|
123
|
Total Natural Gas
|
359
|
|
|
300
|
Equivalent Barrels
(mboed)
|
|
|
|
|
Bakken
|
57
|
|
|
43
|
Eagle Ford
|
147
|
|
|
96
|
Oklahoma Resource Basins
|
25
|
|
|
15
|
Other North America
(c)
|
54
|
|
|
59
|
Total North America E&P
|
283
|
|
|
213
|
(c)
|
Includes Gulf of Mexico and other conventional onshore U.S. production.
|
|
Three Months Ended
|
|||
|
March 31,
|
|||
Net Sales Volumes
|
2015
|
|
2014
|
|
International E&P
|
|
|
|
|
Crude Oil and Condensate
(mbbld)
|
|
|
|
|
Equatorial Guinea
|
18
|
|
|
24
|
United Kingdom
|
13
|
|
|
12
|
Total Crude Oil and Condensate
|
31
|
|
|
36
|
Natural Gas Liquids
(mbbld)
|
|
|
|
|
Equatorial Guinea
|
10
|
|
|
11
|
United Kingdom
|
—
|
|
|
1
|
Total Natural Gas Liquids
|
10
|
|
|
12
|
Total Liquid Hydrocarbons
(mbbld)
|
|
|
|
|
Equatorial Guinea
|
28
|
|
|
35
|
United Kingdom
|
13
|
|
|
13
|
Total Liquid Hydrocarbons
|
41
|
|
|
48
|
Natural Gas
(mmcfd)
|
|
|
|
|
Equatorial Guinea
|
418
|
|
|
435
|
United Kingdom
(d)
|
33
|
|
|
30
|
Libya
|
—
|
|
|
3
|
Total Natural Gas
|
451
|
|
|
468
|
Equivalent Barrels
(mboed)
|
|
|
|
|
Equatorial Guinea
|
97
|
|
|
108
|
United Kingdom
(d)
|
19
|
|
|
18
|
Total International E&P
|
116
|
|
|
126
|
Oil Sands Mining
|
|
|
|
|
Synthetic Crude Oil
(mbbld)
(e)
|
60
|
|
|
47
|
Total Continuing Operations
(mboed)
|
459
|
|
|
386
|
Discontinued Operations - Angola
(mboed)
(a)
|
—
|
|
|
6
|
Discontinued Operations - Norway
(mboed)
(a)
|
—
|
|
|
71
|
Total Company
(mboed)
|
459
|
|
|
463
|
Net Sales Volumes of Equity Method Investees
|
|
|
|
|
LNG
(mtd)
|
6,275
|
|
|
6,579
|
Methanol
(mtd)
|
884
|
|
|
1,153
|
(d)
|
Includes natural gas acquired for injection and subsequent resale of
10
mmcfd and
7
mmcfd for the
first quarter
s of
2015
and
2014
.
|
(e)
|
Includes blendstocks.
|
|
Three Months Ended
|
||
|
March 31,
|
||
Average Price Realizations
(f)
|
2015
|
|
2014
|
North America E&P
|
|
|
|
Crude Oil and Condensate
(per bbl)
(g)
|
|
|
|
Bakken
|
$39.92
|
|
$89.46
|
Eagle Ford
|
42.72
|
|
96.10
|
Oklahoma Resource Basins
|
45.57
|
|
94.38
|
Other North America
(c)
|
41.39
|
|
89.25
|
Total Crude Oil and Condensate
|
41.75
|
|
92.48
|
Natural Gas Liquids
(per bbl)
|
|
|
|
Bakken
|
N.M.
|
|
$57.62
|
Eagle Ford
|
13.73
|
|
37.50
|
Oklahoma Resource Basins
|
17.04
|
|
44.58
|
Other North America
(c)
|
26.38
|
|
61.83
|
Total Natural Gas Liquids
|
14.43
|
|
43.11
|
Total Liquid Hydrocarbons
(per bbl)
|
|
|
|
Bakken
|
$37.78
|
|
$87.60
|
Eagle Ford
|
36.30
|
|
84.16
|
Oklahoma Resource Basins
|
28.25
|
|
58.75
|
Other North America
(c)
|
40.23
|
|
87.40
|
Total Liquid Hydrocarbons
|
36.92
|
|
84.79
|
Natural Gas
(per mcf)
|
|
|
|
Bakken
|
$2.93
|
|
$8.41
|
Eagle Ford
|
2.88
|
|
4.89
|
Oklahoma Resource Basins
|
2.61
|
|
5.50
|
Other North America
(c)
|
3.59
|
|
5.10
|
Total Natural Gas
|
3.01
|
|
5.28
|
(f)
|
Excludes gains or losses on derivative instruments.
|
(g)
|
Inclusion of realized gains on crude oil derivative instruments would have increased average crude oil price realizations by
$0.21
per bbl for the first three months of 2015. There were no crude oil derivative instruments in 2014.
|
N.M
.
|
Not meaningful.
|
|
Three Months Ended
|
||||
|
March 31,
|
||||
Average Price Realizations
|
2015
|
|
2014
|
||
International E&P
|
|
|
|
||
Crude Oil and Condensate
(per bbl)
|
|
|
|
||
Equatorial Guinea
|
$42.55
|
|
$90.44
|
||
United Kingdom
|
57.19
|
|
|
110.99
|
|
Total Crude Oil and Condensate
|
48.87
|
|
|
97.73
|
|
Natural Gas Liquids
(per bbl)
|
|
|
|
||
Equatorial Guinea
(h)
|
$1.00
|
|
$1.00
|
||
United Kingdom
|
33.64
|
|
|
73.10
|
|
Total Natural Gas Liquids
|
3.46
|
|
|
4.25
|
|
Total Liquid Hydrocarbons
(per bbl)
|
|
|
|
||
Equatorial Guinea
|
$27.85
|
|
$62.37
|
||
United Kingdom
|
55.81
|
|
|
109.53
|
|
Total Liquid Hydrocarbons
|
37.31
|
|
|
75.55
|
|
Natural Gas
(per mcf)
|
|
|
|
||
Equatorial Guinea
(h)
|
$0.24
|
|
$0.24
|
||
United Kingdom
|
7.68
|
|
|
10.02
|
|
Libya
|
—
|
|
|
6.65
|
|
Total Natural Gas
|
0.78
|
|
|
0.92
|
|
Oil Sands Mining
|
|
|
|
||
Synthetic Crude Oil
(per bbl)
|
$40.37
|
|
$88.50
|
||
Discontinued Operations - Angola
(per boe)
(a)
|
—
|
|
|
99.82
|
|
Discontinued Operations - Norway
(per boe)
(a)
|
—
|
|
|
108.08
|
|
(h)
|
Primarily represents fixed prices under long-term contracts with Alba Plant LLC, Atlantic Methanol Production Company LLC and Equatorial Guinea LNG Holdings Limited, which are equity method investees. We include our share of income from each of these equity method investees in our International E&P segment.
|
|
Total Number of
|
|
Average Price
|
|
Total Number of
Shares Purchased
as Part of
Publicly Announced
|
|
Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under the
|
|
Period
|
Shares Purchased
(a)(b)
|
|
Paid per Share
|
|
Plans or Programs
|
|
Plans or Programs
|
|
01/01/15 - 01/31/15
|
1,338
|
|
$28.33
|
|
—
|
|
|
$1,500,285,529
|
02/01/15 - 02/28/15
|
3,154
|
|
$28.06
|
|
—
|
|
|
$1,500,285,529
|
03/01/15 - 03/31/15
|
61,185
|
|
$27.52
|
|
—
|
|
|
$1,500,285,529
|
Total
|
65,677
|
|
$27.56
|
|
—
|
|
|
|
(a)
|
65,677 shares of restricted stock were delivered by employees to Marathon Oil, upon vesting, to satisfy tax withholding requirements.
|
(b)
|
Does not include shares 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. On March 9, 2015, the Dividend Reinvestment Plan was terminated. Participants in the Dividend Reinvestment Plan were transferred to Computershare CIP, a Direct Stock Purchase and Dividend Reinvestment Plan, which is sponsored and administered by Computershare Trust Company, N.A.
|
•
|
have owned 5 % or more of our outstanding common stock continuously for at least three years; and
|
•
|
provide us with a notice requesting the inclusion of the director nominee in our proxy materials and other required information not less than 90 days nor more than 120 days prior to the first anniversary of the date on which we first mail our proxy materials for the preceding year’s annual meeting of stockholders.
|
May 7, 2015
|
|
MARATHON OIL CORPORATION
|
|
|
|
|
By:
|
/s/ Gary E. Wilson
|
|
|
Gary E. Wilson
|
|
|
Vice President, Controller and Chief Accounting Officer
|
|
|
(Duly Authorized Officer)
|
|
|
|
Incorporated by Reference (File No. 001-05153, unless otherwise indicated)
|
|||||
Exhibit Number
|
|
Exhibit Description
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
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
|
|
3.1
|
|
Restated Certificate of Incorporation of Marathon Oil Corporation
|
10-Q
|
|
3.1
|
|
8/8/2013
|
|
3.2
|
|
Amended By-Laws of Marathon Oil Corporation effective April 9, 2015
|
8-K
|
|
3.1
|
|
4/10/2015
|
|
3.3
|
|
Specimen of Common Stock Certificate
|
10-K
|
|
3.3
|
|
2/28/2014
|
|
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% 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
|
10-K
|
|
4.2
|
|
2/28/2014
|
|
10.1
|
|
First Amendment, dated as of May 5, 2015, to the Amended and Restated Credit Agreement dated as of May 28, 2014, by and among Marathon Oil Corporation, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and certain other financial institutions named therein*
|
|
|
|
|
|
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges*
|
|
|
|
|
|
|
31.1
|
|
Certification of President and Chief Executive Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934*
|
|
|
|
|
|
|
31.2
|
|
Certification of Executive Vice President and Chief Financial Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934*
|
|
|
|
|
|
|
32.1
|
|
Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350*
|
|
|
|
|
|
|
32.2
|
|
Certification of Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350*
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document*
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema*
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase*
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase*
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase*
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase*
|
|
|
|
|
|
|
*
|
|
Filed herewith.
|
|
|
|
|
|
|
++
|
|
Marathon Oil agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.
|
MARATHON OIL CORPORATION,
|
|
by
|
|
|
/s/ Morris R. Clark
|
|
Name:Morris R. Clark
Title:Vice President and Treasurer
|
JPMORGAN CHASE BANK, N.A., individually and as the Swingline Lender, an Issuing Bank and the Administrative Agent,
|
|
by
|
|
|
/s/ Debra Hrelja
|
|
Name: Debra Hrelja
Title: Vice President
|
Mizuho Bank Ltd.
|
|
by
|
|
|
/s/ Leon Mo
|
|
Name: Leon Mo
|
|
Title: Authorized Signatory
|
CITIBANK, N.A., as a Lender and as an Issuing Bank,
|
|
by
|
|
|
/s/ Michael Zeller
|
|
Name: Michael Zeller
|
|
Title: Vice President
|
Morgan Stanley Bank, N.A.
|
|
by
|
|
|
/s/ Michael King
|
|
Name: Michael King
|
|
Title: Authorized Signatory
|
The Bank of Nova Scotia
|
|
by
|
|
|
/s/ J. Frazell
|
|
Name: J. Frazell
|
|
Title: Director
|
Bank of Tokyo Mitsubishi UFJ, LTD.
|
|
by
|
|
|
/s/ Mark Oberreuter
|
|
Name: Mark Oberreuter
|
|
Title: Vice President
|
DNB Capital LLC
|
|
by
|
|
|
/s/ Joe Hykle
|
|
Name: Joe Hykle
|
|
Title: Senior Vice President
|
|
|
by
|
|
|
/s/ Jill Ilski
|
|
Name: Jill Ilski
|
|
Title: First Vice President
|
GOLDMAN SACHS BANK USA, as a Lender
|
|
by
|
|
|
/s/ Rebecca Kratz
|
|
Name: Rebecca Kratz
|
|
Title: Authorized Signatory
|
HSBC Bank USA, National Association
|
|
by
|
|
|
/s/ Douglas A. Whiddon
|
|
Name: Douglas A. Whiddon
|
|
Title: Director
|
PNC BANK, NATIONAL ASSOCIATION
|
|
by
|
|
|
/s/ Tom Byargeon
|
|
Name: Tom Byargeon
|
|
Title: Managing Director
|
Royal Bank of Canada
|
|
by
|
|
|
/s/ Mark Lumpkin, Jr.
|
|
Name: Mark Lumpkin, Jr.
|
|
Title: Authorized Signatory
|
SOCIETE GENERALE
|
|
by
|
|
|
/s/ Diego Medina
|
|
Name: Diego Medina
|
|
Title: Director
|
U.S. Bank National Association
|
|
by
|
|
|
/s/ John Prigge
|
|
Name: John Prigge
|
|
Title: Vice President
|
LLOYDS BANK PLC
|
|
by
|
|
|
/s/ Erin Doherty
|
|
Name: Erin Doherty
|
|
Title: Assistant Vice President
|
|
|
by
|
|
|
/s/ Daven Popat
|
|
Name: Daven Popat
|
|
Title: Senior Vice President
|
Standard Chartered Bank
|
|
by
|
|
|
/s/ Steven Aloupis
|
|
Name: Steven Aloupis
|
|
Title: Managing Director
|
|
|
by
|
|
|
/s/ Hsing H. Huang
|
|
Name: Hsing H. Huang
|
|
Title: Associate Director
|
Sumitomo Mitsui Banking Corporation
|
|
by
|
|
|
/s/ James D. Weinstein
|
|
Name: James D. Weinstein
|
|
Title: Managing Director
|
THE BANK OF NEW YORK MELLON
|
|
by
|
|
|
/s/ Hussam S. Alsahlani
|
|
Name: Hussam S. Alsahlani
|
|
Title: Vice President
|
The Northern Trust Company
|
|
by
|
|
|
/s/ Keith L. Burson
|
|
Name: Keith L. Burson
|
|
Title: Vice President
|
Fifth Third Bank
|
|
by
|
|
|
/s/ Jonathan H Lee
|
|
Name: Jonathan H Lee
|
|
Title: Director
|
Increasing Lender
|
Commitment Increase Amount
|
JPMorgan Chase Bank, N.A.
|
$42,000,000
|
Mizuho Bank, Ltd.
|
$42,000,000
|
Citibank, N.A.
|
$42,000,000
|
Morgan Stanley Bank, N.A.
|
$42,000,000
|
The Bank of Nova Scotia
|
$42,000,000
|
Bank of Tokyo Mitsubishi UFJ, LTD
|
$27,500,000
|
DNB Capital LLC
|
$27,500,000
|
Goldman Sachs Bank USA
|
$27,500,000
|
HSBC Bank USA, National Association
|
$27,500,000
|
PNC Bank, National Association
|
$27,500,000
|
Royal Bank of Canada
|
$27,500,000
|
Societe Generale
|
$27,500,000
|
U.S. Bank National Association
|
$27,500,000
|
Lloyds Bank plc
|
$12,000,000
|
Standard Chartered Bank
|
$12,000,000
|
Sumitomo Mitsui Banking Corporation
|
$12,000,000
|
The Bank of New York Mellon
|
$12,000,000
|
The Northern Trust Company
|
$12,000,000
|
Fifth Third Bank
|
$10,000,000
|
Total
|
$500,000,000.00
|
Lender
|
Commitment
|
JPMorgan Chase Bank, N.A.
|
$252,000,000
|
Mizuho Bank, Ltd.
|
$252,000,000
|
Citibank, N.A.
|
$252,000,000
|
Morgan Stanley Bank, N.A.
|
$252,000,000
|
The Bank of Nova Scotia
|
$252,000,000
|
Bank of Tokyo Mitsubishi UFJ, LTD
|
$165,000,000
|
DNB Capital LLC
|
$165,000,000
|
Goldman Sachs Bank USA
|
$165,000,000
|
HSBC Bank USA, National Association
|
$165,000,000
|
PNC Bank, National Association
|
$165,000,000
|
Royal Bank of Canada
|
$165,000,000
|
Societe Generale
|
$165,000,000
|
U.S. Bank National Association
|
$165,000,000
|
Lloyds Bank plc
|
$72,000,000
|
Standard Chartered Bank
|
$72,000,000
|
Sumitomo Mitsui Banking Corporation
|
$72,000,000
|
The Bank of New York Mellon
|
$72,000,000
|
The Northern Trust Company
|
$72,000,000
|
Fifth Third Bank
|
$60,000,000
|
Total
|
$3,000,000,000
|
Extending Lenders
|
JPMorgan Chase Bank, N.A.
|
Mizuho Bank, Ltd.
|
Citibank, N.A.
|
Morgan Stanley Bank, N.A.
|
The Bank of Nova Scotia
|
Bank of Tokyo Mitsubishi UFJ, LTD
|
DNB Capital LLC
|
Goldman Sachs Bank USA
|
HSBC Bank USA, National Association
|
PNC Bank, National Association
|
Royal Bank of Canada
|
Societe Generale
|
U.S. Bank National Association
|
Lloyds Bank plc
|
Standard Chartered Bank
|
Sumitomo Mitsui Banking Corporation
|
The Bank of New York Mellon
|
The Northern Trust Company
|
Fifth Third Bank
|
|
|
Three Months Ended
|
|
Year Ended
|
||||||||||||||||||||
|
|
March 31,
|
|
December 31,
|
||||||||||||||||||||
(In millions)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations before income taxes
|
|
$
|
(420
|
)
|
|
$
|
1,361
|
|
|
$
|
2,393
|
|
|
$
|
3,104
|
|
|
$
|
1,615
|
|
|
$
|
1,674
|
|
Income from equity method investments
|
|
36
|
|
|
424
|
|
|
423
|
|
|
370
|
|
|
462
|
|
|
344
|
|
||||||
Income (loss) from continuing operations before income taxes and income from equity method investments
|
|
(456
|
)
|
|
937
|
|
|
1,970
|
|
|
2,734
|
|
|
1,153
|
|
|
1,330
|
|
||||||
Add (deduct)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed charges
|
|
86
|
|
|
352
|
|
|
360
|
|
|
338
|
|
|
504
|
|
|
573
|
|
||||||
Capitalized interest
|
|
(7
|
)
|
|
(33
|
)
|
|
(27
|
)
|
|
(68
|
)
|
|
(208
|
)
|
|
(410
|
)
|
||||||
Amortization of capitalized interest
|
|
1
|
|
|
8
|
|
|
21
|
|
|
45
|
|
|
107
|
|
|
115
|
|
||||||
Distributed income from equity investees
|
|
39
|
|
|
454
|
|
|
430
|
|
|
382
|
|
|
499
|
|
|
404
|
|
||||||
Earnings as defined
|
|
(337
|
)
|
|
1,718
|
|
|
2,754
|
|
|
3,431
|
|
|
2,055
|
|
|
2,012
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest expense (including discontinued operations)
|
|
69
|
|
|
277
|
|
|
297
|
|
|
236
|
|
|
245
|
|
|
75
|
|
||||||
Capitalized interest (including discontinued operations)
|
|
7
|
|
|
33
|
|
|
27
|
|
|
68
|
|
|
208
|
|
|
410
|
|
||||||
Interest portion of rental expense (including discontinued operations)
|
|
10
|
|
|
42
|
|
|
36
|
|
|
34
|
|
|
51
|
|
|
88
|
|
||||||
Fixed charges as defined
|
|
86
|
|
|
352
|
|
|
360
|
|
|
338
|
|
|
504
|
|
|
573
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of earnings to fixed charges
|
|
(3.92
|
)
|
|
4.88
|
|
|
7.65
|
|
|
10.15
|
|
|
4.08
|
|
|
3.51
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amount by which earnings were insufficient to cover fixed charges
|
|
$
|
423
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
1.
|
I have reviewed this report on Form 10-Q of Marathon Oil Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 7, 2015
|
|
/s/ Lee M. Tillman
|
|
|
|
Lee M. Tillman
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-Q of Marathon Oil Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 7, 2015
|
|
/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.
|
May 7, 2015
|
|
|
|
/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.
|
May 7, 2015
|
|
|
|
/s/ John R. Sult
|
|
John R. Sult
|
|
Executive Vice President and Chief Financial Officer
|
|