Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information under Item 8. Financial Statements and Supplementary Data and the other financial information found elsewhere in this Form 10-K. The following discussion includes forward-looking statements that involve certain risks and uncertainties. See “Disclosures Regarding Forward-Looking Statements” (immediately prior to Part I) and Item 1A. Risk Factors.
Each of our two reportable operating segments are organized by geographic location and managed according to the nature of the products and services offered.
•United States – explores for, produces and markets crude oil and condensate, NGLs and natural gas in the United States;
•International – explores for, produces and markets crude oil and condensate, NGLs and natural gas outside of the United States and produces and markets products manufactured from natural gas, such as LNG and methanol, in E.G.
Executive Overview
We are an independent exploration and production company based in Houston, Texas. Our strategy is to deliver competitive and improving corporate level returns and sustainable free cash flow through disciplined investment across our U.S. resource plays (the Eagle Ford in Texas, the Bakken in North Dakota, STACK and SCOOP in Oklahoma and Northern Delaware in New Mexico). Our reinvestment rate capital allocation framework prioritizes free cash flow generation across a wide range of commodity prices to make available significant cash flow for investor-friendly purposes, including return of capital to shareholders and balance sheet enhancement. Protecting our balance sheet, keeping our workforce safe, minimizing our environmental impact and strong corporate governance are foundational to the execution of our strategy.
The risks associated with COVID-19 impacted our workforce and the way we meet our business objectives. Due to concerns over health and safety, the vast majority of our corporate workforce works remotely for at least a portion of the time. We have begun a process for a phased return of employees to the office. Working remotely has not significantly impacted our ability to maintain operations, has allowed our field offices to operate without any disruption, and has not caused us to incur significant additional expenses; however, we are unable to predict the duration or ultimate impact of these measures.
Key 2020 highlights include:
Reducing and optimizing our Capital Budget
•In February 2020, we announced an approved 2020 Capital Budget of $2.4 billion, including $200 million to fund REx. Given the substantial decline in commodity prices and oversupply in the market, our Board of Directors approved two separate reductions, culminating in a revised Capital Budget of $1.2 billion. The revised budget contemplated a full suspension of our Oklahoma activity in 2020, a decrease in Northern Delaware and REx drilling programs, and optimization of our development plans in the Bakken and Eagle Ford.
Maintained focus on balance sheet and liquidity
•At the end of the fourth quarter 2020, we had approximately $3.7 billion of liquidity, comprised of an undrawn $3.0 billion Credit Facility and $0.7 billion in cash. We remain investment grade at all three primary rating agencies.
•In 2020, we generated $1.5 billion of cash provided by operating activities despite the lower commodity price realizations and decreased production volumes. This was sufficient to fund our capital expenditures, share repurchases and dividends.
◦In early July 2020, collected an $89 million cash refund related to alternative minimum tax credits and associated interest. This was an accelerated refund due to the passage of the Coronavirus Aid, Relief, and Economic Security Act.
◦In the fourth quarter of 2020, we realized over $400 million of cash from operations. Our U.S. segment average realized prices for crude and NGLs for the quarter were $39.71 and $16.30, respectively.
•We reduced our gross debt by $100 million and reduced our next significant debt maturity.
◦We remarketed $400 million sub-series B (tax-exempt) bonds in August at a weighted average interest rate of 2.25%.
◦In October, we completed a cash tender for $500 million of our then-outstanding $1 billion 2.8% 2022 Notes, funded by cash on hand.
◦The next significant debt maturity is the remaining $500 million 2.8% Senior Notes due in November 2022.
•During the second quarter 2020, we temporarily suspended the quarterly dividend and share repurchases to maximize liquidity. On October 1, the Board of Directors approved and declared the reinstatement of the base quarterly dividend of $0.03 per share, effective in the fourth quarter of 2020. While our share repurchase program remains approved with $1.3 billion of repurchase authorization remaining at year-end, we decided to maintain the suspension as we continue to maximize liquidity.
Managed our cost structure
•Achieved lower production expense rates in the U.S. segment due to lower operational activity and cost management efforts
•Reduced our general and administrative expenses, primarily a result of broad-based cost saving measures, including temporary base salary reductions for CEO and other corporate officers through year-end, a reduction in Board of Director compensation through year-end, and U.S. employee and contractor workforce reductions.
Financial and operational results
•Total net sales volumes for the year were 383 mboed, including 306 mboed in the U.S. Our U.S. net sales volumes decreased 5% and our wells to sales decreased 51% compared to 2019 as a result of lower drilling activity and natural field decline. We drilled and completed fewer wells in direct response to lower market prices.
•Our net loss per share was $1.83 in 2020 as compared to a net income per share of $0.59 last year.
Items that contributed to the increase in our net loss in 2020, as compared to 2019, include:
◦A decrease in revenues of approximately 39% compared to 2019, as a result of decreased commodity price realizations and lower net sales volumes. The combination of lower prices and lower volumes was the single largest contributor to our net loss in 2020.
◦A loss from our equity method investments totaling $161 million, primarily due to $171 million of cumulative impairments in 2020 of an investment in an equity method investee; our 2019 income from equity method investments totaled $87 million.
◦An increase in exploration and impairment expenses of $152 million, primarily a result of non-cash impairment charges related to goodwill and certain proved and unproved properties in our REx portfolio. See Item 8. Financial Statements and Supplementary Data – Note 12 to the consolidated financial statements for further detail.
◦A lower income tax benefit of $74 million. The larger tax benefit in 2019 is primarily related to the settlement of the 2010-2011 IRS Audit in the first quarter of 2019. The tax benefit for 2020 was negligible due to no federal tax benefit on the U.S. loss due to the valuation allowance on our net federal deferred tax assets in the U.S. See Consolidated Results of Operations: 2020 compared to 2019 section below and Item 8. Financial Statements and Supplementary Data – Note 8 to the consolidated financial statements for further detail.
Items that partially offset the above include:
◦A gain on commodity derivatives of $116 million, compared to a net loss of $72 million in 2019.
◦A decline in production expense of $157 million and general and administrative expense of $82 million as discussed above.
Compensation and ESG Highlights and Initiatives
•CEO and Board of Director total compensation reduced by approximately 25% with Board compensation mix shifted more toward equity and CEO mix further aligned with broader industry norms, exclusive of temporary reductions announced in 2020.
•Achieved second consecutive year of record safety performance in 2020, as measured by total recordable incident rate (TRIR) for both employees and contractors.
•Short-term incentive scorecard for compensation updated to focus on safety, environmental performance, capital efficiency, capital discipline/free cash flow generation and financial/balance sheet strength.
•Added a 2021 GHG emissions intensity target to short-term incentive scorecard.
Outlook
In February 2021, we announced a 2021 Capital Budget of $1.0 billion, which is effectively a maintenance Capital Budget. We expect this maintenance-level Capital Budget will allow us to keep total company oil production in 2021 consistent with our fourth quarter 2020 exit rate. Our 2021 Capital Budget is consistent with our capital allocation framework that prioritizes corporate returns and free cash flow generation over production growth.
The 2021 Capital Budget is weighted towards the four U.S. resource plays with approximately 92% allocated to the Eagle Ford and Bakken. Our 2021 Capital Budget is disaggregated by reportable segment in the table below:
|
|
|
|
|
|
(In millions)
|
Capital Budget
|
United States
|
$
|
979
|
|
International and other corporate items
|
21
|
|
Total Capital Budget
|
$
|
1,000
|
|
Operations
The following table presents a summary of our sales volumes for each of our segments. Refer to the Results of Operations section for a price-volume analysis for each of the segments.
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|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
Net Sales Volumes
|
2020
|
|
Increase
(Decrease)
|
|
2019
|
|
Increase
(Decrease)
|
|
2018
|
United States (mboed)
|
306
|
|
|
(5)
|
%
|
|
323
|
|
8
|
%
|
|
298
|
International (mboed)(a)
|
77
|
|
|
(15)
|
%
|
|
91
|
|
(25)
|
%
|
|
122
|
Total (mboed)
|
383
|
|
|
(7)
|
%
|
|
414
|
|
(1)
|
%
|
|
420
|
(a) We closed on the sale of our Libya subsidiary in the first quarter of 2018, our interest in the Atrush block in Kurdistan in the second quarter of 2019 and our U.K. business in the third quarter of 2019. See Item 8. Financial Statements and Supplementary Data – Note 5 to the consolidated financial statements for further information on dispositions.
United States
Net sales volumes in the segment were lower during the year ended December 31, 2020. In the second quarter of 2020, we began the process of transitioning to a significantly lower level of drilling and completion activity across our domestic portfolio, with our remaining resources allocated primarily to the Bakken and Eagle Ford. As a result of the decreased drilling and completion activity, fewer wells were brought to sales resulting in a decline in production in 2020. The following tables provide additional details regarding net sales volumes, sales mix and operational drilling activity for our significant operations within this segment:
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales Volumes
|
2020
|
|
Increase
(Decrease)
|
|
2019
|
|
Increase
(Decrease)
|
|
2018
|
Equivalent Barrels (mboed)
|
|
|
|
|
|
|
|
|
|
Eagle Ford
|
99
|
|
|
(7)
|
%
|
|
106
|
|
|
(2)
|
%
|
|
108
|
|
Bakken
|
105
|
|
|
2
|
%
|
|
103
|
|
|
23
|
%
|
|
84
|
|
Oklahoma
|
66
|
|
|
(15)
|
%
|
|
78
|
|
|
5
|
%
|
|
74
|
|
Northern Delaware
|
27
|
|
|
(4)
|
%
|
|
28
|
|
|
40
|
%
|
|
20
|
|
Other United States
|
9
|
|
|
13
|
%
|
|
8
|
|
|
(33)
|
%
|
|
12
|
|
Total United States
|
306
|
|
|
(5)
|
%
|
|
323
|
|
|
8
|
%
|
|
298
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales Mix - U.S. Resource Plays - 2020
|
Eagle Ford
|
|
Bakken
|
|
Oklahoma
|
|
Northern Delaware
|
|
Total
|
Crude oil and condensate
|
61%
|
|
75%
|
|
26%
|
|
55%
|
|
58%
|
Natural gas liquids
|
18%
|
|
14%
|
|
30%
|
|
20%
|
|
19%
|
Natural gas
|
21%
|
|
11%
|
|
44%
|
|
25%
|
|
23%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Drilling Activity - U.S. Resource Plays
|
2020
|
|
2019
|
|
2018
|
Gross Operated
|
|
|
|
|
|
Eagle Ford:
|
|
|
|
|
|
Wells drilled to total depth
|
88
|
|
127
|
|
123
|
Wells brought to sales
|
87
|
|
146
|
|
149
|
Bakken:
|
|
|
|
|
|
Wells drilled to total depth
|
63
|
|
73
|
|
78
|
Wells brought to sales
|
64
|
|
105
|
|
80
|
Oklahoma:
|
|
|
|
|
|
Wells drilled to total depth
|
9
|
|
68
|
|
55
|
Wells brought to sales
|
13
|
|
69
|
|
57
|
Northern Delaware:
|
|
|
|
|
|
Wells drilled to total depth
|
15
|
|
51
|
|
69
|
Wells brought to sales
|
19
|
|
54
|
|
52
|
•Eagle Ford – In 2020, our net sales volumes were 99 mboed including oil sales of 61 mbbld. We brought 87 gross company-operated wells to sales in 2020 across Karnes, Atascosa and Gonzales counties. New well production provided strong initial production rates that partially offset the lower wells to sales and natural field decline.
•Bakken – In 2020, our net sales volumes were 105 mboed, including oil sales of 79 mbbld. We brought 64 gross company-operated wells to sales in 2020. Improved gas capture efforts resulted in higher gas and NGL sales that offset the lower wells to sales.
•Oklahoma – In 2020, our net sales volumes were 66 mboed including oil sales of 17 mbbld. We brought 13 gross company-operated wells to sales in 2020. During the second quarter, we suspended all drilling and completions operations in Oklahoma.
•Northern Delaware – In 2020, our net sales volumes were 27 mboed including oil sales of 15 mbbld. We brought 19 gross company-operated wells to sales in 2020. During the second quarter, we suspended drilling and completions operations in Northern Delaware.
International
Net sales volumes in the segment were lower during the year ended December 31, 2020 primarily due to timing of E.G. liftings and natural field decline, coupled with the disposition of our U.K. business. The following table provides details regarding net sales volumes for our operations within this segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales Volumes
|
2020
|
|
Increase
(Decrease)
|
|
2019
|
|
Increase
(Decrease)
|
|
2018
|
Equivalent Barrels (mboed)
|
|
|
|
|
|
|
|
|
|
Equatorial Guinea
|
77
|
|
|
(9)
|
%
|
|
85
|
|
|
(12)
|
%
|
|
97
|
|
United Kingdom(a)
|
—
|
|
|
(100)
|
%
|
|
5
|
|
|
(62)
|
%
|
|
13
|
|
Libya
|
—
|
|
|
—
|
%
|
|
—
|
|
|
(100)
|
%
|
|
8
|
|
Other International
|
—
|
|
|
(100)
|
%
|
|
1
|
|
|
(75)
|
%
|
|
4
|
|
Total International
|
77
|
|
|
(15)
|
%
|
|
91
|
|
|
(25)
|
%
|
|
122
|
|
Equity Method Investees
|
|
|
|
|
|
|
|
|
|
LNG (mtd)
|
4,289
|
|
|
(13)
|
%
|
|
4,933
|
|
|
(15)
|
%
|
|
5,805
|
|
Methanol (mtd)
|
1,017
|
|
|
(6)
|
%
|
|
1,082
|
|
|
(13)
|
%
|
|
1,241
|
|
Condensate and LPG (boed)
|
10,288
|
|
|
(7)
|
%
|
|
11,104
|
|
|
(15)
|
%
|
|
13,034
|
|
(a) Includes natural gas acquired for injection and subsequent resale.
•Equatorial Guinea – Net sales volumes in 2020 were lower than 2019 primarily due to timing of liftings and natural field decline.
•United Kingdom – During 2019, we closed on the sale of our U.K. business. See Note 5 to the consolidated financial statements for further information.
•Libya – During the first quarter of 2018, we closed on the sale of our subsidiary in Libya. See Note 5 to the consolidated financial statements for further information.
•Equity Method Investees – Net sales volumes in 2020 are tied to the volumes in Equatorial Guinea which were lower in the current year as noted above.
Market Conditions
Crude oil and condensate and NGL benchmarks decreased in 2020 as compared to the same period in 2019. As a result, we experienced decreased price realizations associated with those benchmarks. Commodity prices are the most significant factor impacting our revenues, profitability, operating cash flows, the amount of capital we invest in our business, payment of dividends and funding of share repurchases. Commodity prices declined substantially in the first half of 2020 resulting from demand contraction related to the global pandemic and increased supply following the OPEC decision to increase production. A revised OPEC deal to reduce production was agreed in the early second quarter of 2020 and prices partially recovered through the end of the year. However, worldwide demand remains below pre-pandemic levels and we continue to expect commodity prices to remain volatile, which will affect our price realizations during 2021. See Item 1A. Risk Factors and Item 7. Management’s Discussion and Analysis of Financial Condition – Critical Accounting Estimates for further discussion of how declines in these commodity prices could impact us.
United States
The following table presents our average price realizations and the related benchmarks for crude oil and condensate, NGLs and natural gas for 2020, 2019 and 2018.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
Increase (Decrease)
|
|
2019
|
|
Increase (Decrease)
|
|
2018
|
Average Price Realizations(a)
|
|
|
|
|
|
|
|
|
|
Crude oil and condensate (per bbl)(b)
|
$
|
35.93
|
|
|
(36)
|
%
|
|
$
|
55.80
|
|
|
(12)
|
%
|
|
$
|
63.11
|
|
Natural gas liquids (per bbl)
|
11.28
|
|
|
(21)
|
%
|
|
14.22
|
|
|
(42)
|
%
|
|
24.54
|
|
Natural gas (per mcf)(c)
|
1.77
|
|
|
(19)
|
%
|
|
2.18
|
|
|
(18)
|
%
|
|
2.65
|
|
Benchmarks
|
|
|
|
|
|
|
|
|
|
WTI crude oil average of daily prices (per bbl)
|
$
|
39.34
|
|
|
(31)
|
%
|
|
$
|
57.04
|
|
|
(12)
|
%
|
|
$
|
64.90
|
|
Magellan East Houston (“MEH”) crude oil average of daily prices (per bbl)(d)
|
39.95
|
|
|
(36)
|
%
|
|
61.96
|
|
|
|
|
LLS crude oil average of daily prices (per bbl)(d)
|
|
|
|
|
|
|
|
|
70.04
|
|
Mont Belvieu NGLs (per bbl)(e)
|
14.69
|
|
|
(18)
|
%
|
|
17.81
|
|
|
(33)
|
%
|
|
26.75
|
|
Henry Hub natural gas settlement date average (per mmbtu)
|
2.08
|
|
|
(21)
|
%
|
|
2.63
|
|
|
(15)
|
%
|
|
3.09
|
|
(a)Excludes gains or losses on commodity derivative instruments.
(b)Inclusion of realized gains (losses) on crude oil derivative instruments would have increased average price realizations by $2.14 per bbl and $0.67 per bbl for 2020 and 2019, and decreased average price realizations by $4.60 per bbl for 2018.
(c)Inclusion of realized gains (losses) on natural gas derivative instruments would have had a minimal impact on average price realizations for the periods presented.
(d)Benchmark change due to industry shift to MEH in the first quarter of 2019.
(e)Bloomberg Finance LLP: Y-grade Mix NGL of 55% ethane, 25% propane, 5% butane, 8% isobutane and 7% natural gasoline.
Crude oil and condensate – Price realizations may differ from benchmarks due to the quality and location of the product.
Natural gas liquids – The majority of our sales volumes are at reference to Mont Belvieu prices.
Natural gas – A significant portion of volumes are sold at bid-week prices, or first-of-month indices relative to our producing areas.
International
The following table presents our average price realizations and the related benchmark for crude oil for 2020, 2019 and 2018.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
Increase (Decrease)
|
|
2019
|
|
Increase (Decrease)
|
|
2018
|
Average Price Realizations
|
|
|
|
|
|
|
|
|
|
Crude oil and condensate (per bbl)
|
$
|
28.36
|
|
|
(47)
|
%
|
|
$
|
53.09
|
|
|
(17)
|
%
|
|
$
|
64.25
|
|
Natural gas liquids (per bbl)
|
1.00
|
|
|
(29)
|
%
|
|
1.40
|
|
|
(38)
|
%
|
|
2.27
|
|
Natural gas (per mcf)
|
0.24
|
|
|
(27)
|
%
|
|
0.33
|
|
|
(39)
|
%
|
|
0.54
|
|
Benchmark
|
|
|
|
|
|
|
|
|
|
Brent (Europe) crude oil (per bbl)(a)
|
$
|
41.76
|
|
|
(35)
|
%
|
|
$
|
64.36
|
|
|
(9)
|
%
|
|
$
|
71.06
|
|
(a) Average of monthly prices obtained from the United States Energy Information Agency website.
United Kingdom
Crude oil and condensate – Generally sold in relation to the Brent crude benchmark. We closed on the sale of our U.K. business on July 1, 2019.
Equatorial Guinea
Crude oil and condensate – Alba field liquids production is primarily condensate and generally sold in relation to the Brent crude benchmark. Alba Plant LLC processes the rich hydrocarbon gas which is supplied by the Alba field under a
fixed-price long-term contract. Alba Plant LLC extracts NGLs and secondary condensate which is then sold by Alba Plant LLC at market prices, with our share of the revenue reflected in income from equity method investments on the consolidated statements of income. Alba Plant LLC delivers the processed dry natural gas to the Alba field for distribution and sale to AMPCO and EG LNG.
Natural gas liquids – Wet gas is sold to Alba Plant LLC at a fixed-price term contract resulting in realized prices not tracking market price. Alba Plant LLC extracts and keeps NGLs, which are sold at market price, with our share of income from Alba Plant LLC being reflected in the income from equity method investments on the consolidated statements of income.
Natural gas – Dry natural gas, processed by Alba Plant LLC on behalf of the Alba field, is sold by the Alba field to EG LNG and AMPCO at fixed-price, long-term contracts resulting in realized prices not tracking market price. We derive additional value from the equity investment in our downstream gas processing units EG LNG and AMPCO. EG LNG sells LNG on a market-based long-term contract and AMPCO markets methanol at market prices.
Consolidated Results of Operations: 2020 compared to 2019
Revenues from contracts with customers are presented by segment in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(In millions)
|
2020
|
|
2019
|
Revenues from contracts with customers
|
|
|
|
United States
|
$
|
2,924
|
|
|
$
|
4,602
|
|
International
|
173
|
|
|
461
|
|
Segment revenues from contracts with customers
|
$
|
3,097
|
|
|
$
|
5,063
|
|
|
|
|
|
|
|
|
|
Below is a price/volume analysis for each segment. Refer to the preceding Operations and Market Conditions sections for additional detail related to our net sales volumes and average price realizations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) Related to
|
|
|
(In millions)
|
|
Year Ended December 31, 2019
|
|
Price Realizations
|
|
Net Sales Volumes
|
|
Year Ended December 31, 2020
|
United States Price/Volume Analysis
|
Crude oil and condensate
|
|
$
|
3,887
|
|
|
$
|
(1,285)
|
|
|
$
|
(280)
|
|
|
$
|
2,322
|
|
Natural gas liquids
|
|
307
|
|
|
(63)
|
|
|
(1)
|
|
|
243
|
|
Natural gas
|
|
349
|
|
|
(62)
|
|
|
(12)
|
|
|
275
|
|
Other sales
|
|
59
|
|
|
|
|
|
|
84
|
|
Total
|
|
$
|
4,602
|
|
|
|
|
|
|
$
|
2,924
|
|
International Price/Volume Analysis
|
Crude oil and condensate
|
|
$
|
398
|
|
|
$
|
(122)
|
|
|
$
|
(136)
|
|
|
$
|
140
|
|
Natural gas liquids
|
|
5
|
|
|
(1)
|
|
|
—
|
|
|
4
|
|
Natural gas
|
|
44
|
|
|
(10)
|
|
|
(5)
|
|
|
29
|
|
Other sales
|
|
14
|
|
|
|
|
|
|
—
|
|
Total
|
|
$
|
461
|
|
|
|
|
|
|
$
|
173
|
|
Net gain (loss) on commodity derivatives in 2020 was a net gain of $116 million, compared to a net loss of $72 million in 2019. We have multiple crude oil, natural gas and NGL derivative contracts that settle against various indices. We record commodity derivative gains/losses as the index pricing and forward curves change each period. See Note 16 to the consolidated financial statements for further information.
Income (loss) from equity method investments decreased $248 million in 2020 from 2019 primarily due to impairments of $171 million to an investment in an equity method investee in 2020. In addition, lower price realizations and lower net sales volumes from equity method investments in E.G. contributed to the decrease, primarily due to AMPCO’s 2020 triennial turnaround, timing of liftings and natural field decline. See Item 8. Financial Statements and Supplementary Data – Note 24 to the consolidated financial statements for further information on the equity method investee impairment.
Net gain on disposal of assets decreased $41 million in 2020 from 2019, primarily as a result of the sale of our working interest in the Droshky field (Gulf of Mexico) and U.K. business in 2019. We had minimal disposal activity in 2020. See Item 8. Financial Statements and Supplementary Data – Note 5 to the consolidated financial statements for information about these dispositions.
Other income decreased $37 million in 2020 from 2019 primarily due to income recognized in 2019 arising from indemnification payments received from Marathon Petroleum Corporation (“MPC”). Pursuant to the Tax Sharing Agreement we entered into with MPC in connection with the 2011 spin-off transaction, MPC agreed to indemnify us for certain liabilities. The indemnity relates to tax and interest allocable to MPC as a result of the closure of the 2010-2011 U.S. Federal Tax Audit in the first quarter of 2019.
Production expenses decreased $157 million during 2020 from 2019. Production expense in our United States segment decreased $94 million primarily due to lower operational activity and continued cost management, specifically staffing and contract labor. Production expense in our International segment decreased $67 million primarily as a result of the sale of our U.K. business and our non-operated interest in the Atrush block in Kurdistan in 2019.
The production expense rate (expense per boe) declined during 2020 in the United States and International segments due to the aforementioned reasons.
The following table provides production expense and production expense rates (expense per boe) for each segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions; rate in $ per boe)
|
2020
|
2019
|
Increase (Decrease)
|
|
2020
|
2019
|
Increase (Decrease)
|
Production Expense and Rate
|
Expense
|
|
Rate
|
United States
|
$
|
494
|
|
$
|
588
|
|
(16)
|
%
|
|
$
|
4.42
|
|
$
|
4.98
|
|
(11)
|
%
|
International
|
$
|
59
|
|
$
|
126
|
|
(53)
|
%
|
|
$
|
2.12
|
|
$
|
3.76
|
|
(44)
|
%
|
Shipping, handling and other operating expenses decreased $9 million in 2020 from 2019 primarily as a result of lower net sales volumes in our United States segment, partially offset by higher marketing costs due to higher volumes purchased for resale in 2020.
Exploration expenses include unproved property impairments, dry well costs, geological and geophysical and other, which increased $32 million during 2020 versus 2019. We impaired $78 million of unproved property leases in Louisiana Austin Chalk in our United States segment in 2020 due to a combination of factors, including our geological assessment, seismic information, timing of lease expiration dates and decisions not to develop acreage deemed non-core. This was partially offset by impairments of REx unproved leases in 2019, albeit lower than 2020, driven by our decision not to drill certain leases. See Item 8. Financial Statements and Supplementary Data – Note 12 to the consolidated financial statements for details of these items.
The following table summarizes the components of exploration expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(In millions)
|
2020
|
|
2019
|
|
Increase (Decrease)
|
Exploration Expenses
|
|
|
|
|
|
Unproved property impairments
|
$
|
157
|
|
|
$
|
98
|
|
|
60
|
%
|
Dry well costs
|
2
|
|
|
16
|
|
|
(88)
|
%
|
Geological and geophysical
|
6
|
|
|
18
|
|
|
(67)
|
%
|
Other
|
16
|
|
|
17
|
|
|
(6)
|
%
|
Total exploration expenses
|
$
|
181
|
|
|
$
|
149
|
|
|
21
|
%
|
Depreciation, depletion and amortization decreased $81 million in 2020 from 2019, primarily due to lower net sales volumes in the United States and E.G. along with the sale of our U.K. business in 2019. Our segments apply the units-of-production method to the majority of their assets, including capitalized asset retirement costs; therefore, volumes have an impact on DD&A expense.
The DD&A rate (expense per boe) is impacted by field-level changes in reserves, capitalized costs and sales volume mix between fields. The DD&A rate for International decreased primarily as a result of dispositions in 2019. The following table provides DD&A expense and DD&A expense rates for each segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions; rate in $ per boe)
|
2020
|
2019
|
Increase (Decrease)
|
|
2020
|
2019
|
Increase (Decrease)
|
DD&A Expense and Rate
|
Expense
|
|
Rate
|
United States
|
$
|
2,211
|
|
$
|
2,250
|
|
(2)
|
%
|
|
$
|
19.76
|
|
$
|
19.07
|
|
4
|
%
|
International
|
$
|
82
|
|
$
|
121
|
|
(32)
|
%
|
|
$
|
2.89
|
|
$
|
3.61
|
|
(20)
|
%
|
Impairments increased $120 million in 2020 from 2019, primarily as a result of a $95 million goodwill charge related to our International reporting unit and a $49 million long-lived asset impairment related to a damaged, unsalvageable well and related equipment in the Louisiana Austin Chalk. See Item 8. Financial Statements and Supplementary Data – Note 12 for discussion of impairments in further detail.
Taxes other than income include production, severance and ad valorem taxes, primarily in the U.S., which tend to increase or decrease in relation to revenue and sales volumes. Taxes other than income decreased $111 million in 2020 from 2019 period primarily due to lower price realizations and lower sales volumes in the U.S. segment.
General and administrative expenses decreased $82 million in 2020 compared to 2019, which reflects costs savings realized from workforce reductions.
Provision (benefit) for income taxes reflects an effective income tax rate of 1% for 2020, as compared to an effective income tax rate of (22)% for 2019. See Item 8. Financial Statements and Supplementary Data – Note 8 to the consolidated financial statements for a discussion of the effective income tax rate.
Segment Results: 2020 compared to 2019
Segment Income
Segment income represents income which excludes certain items not allocated to our operating segments, net of income taxes. A portion of our corporate and operations general and administrative support costs are not allocated to the operating segments. These unallocated costs primarily consist of employment costs (including pension effects), professional services, facilities and other costs associated with corporate and operations support activities. Additionally, items which affect comparability such as: gains or losses on dispositions, impairments of proved and certain unproved properties, goodwill and equity method investments, certain exploration expenses relating to a strategic decision to exit conventional exploration, unrealized gains or losses on commodity and interest rate derivative instruments, effects of pension settlements and curtailments, or other items (as determined by the CODM) are not allocated to operating segments.
The following table reconciles segment income (loss) to net income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(In millions)
|
2020
|
|
2019
|
|
Increase (Decrease)
|
United States
|
$
|
(553)
|
|
|
$
|
675
|
|
|
(182)
|
%
|
International
|
30
|
|
|
233
|
|
|
(87)
|
%
|
Segment income (loss)
|
(523)
|
|
|
908
|
|
|
(158)
|
%
|
Items not allocated to segments, net of income taxes(a)
|
(928)
|
|
|
(428)
|
|
|
(117)
|
%
|
Net income (loss)
|
$
|
(1,451)
|
|
|
$
|
480
|
|
|
(402)
|
%
|
(a) See Item 8. Financial Statements and Supplementary Data – Note 7 to the consolidated financial statements for further detail about items not allocated to segments.
United States segment income (loss) in 2020 was an after-tax loss of $553 million versus after-tax income of $675 million in 2019, primarily as a result of lower crude price realizations and lower net sales volumes, which was partially offset by higher gain realized on commodity derivatives, and lower production taxes and production expenses.
International segment income in 2020 was after-tax income of $30 million versus after-tax income of $233 million in 2019, primarily due to lower price realizations and sales volumes, partially offset by lower costs due to the sale of our U.K. business and our non-operated interest in the Atrush block in Kurdistan in 2019.
Consolidated Results of Operations: 2019 compared to 2018
A detailed discussion of the year-over-year changes from the year ended December 31, 2019 to December 31, 2018 can be found in the Management’s Discussion and Analysis section of our Annual Report on Form 10-K for the year ended December 31, 2019 and is available via the SEC’s website at www.sec.gov and on our website at www.marathonoil.com.
Management’s Discussion and Analysis of Financial Condition, Cash Flows and Liquidity
Commodity prices are the most significant factor impacting our operating cash flows and the amount of capital available to reinvest into the business. In 2020, we experienced a decrease in operating cash flows primarily as a result of lower commodity price realizations, with crude oil and condensate price realizations decreasing by 36% to $35.39 per barrel. In direct response to the lower commodity prices, we reduced our 2020 Capital Budget such that the Capital Budget did not exceed cash provided by operations.
At December 31, 2020, we had approximately $3.7 billion of liquidity consisting of $742 million in cash and cash equivalents and $3.0 billion available under our Credit Facility. As previously discussed in the Outlook section, our Capital Budget for 2021 is $1.0 billion. Our top priorities for using cash provided by operations are to fund our Capital Budget and base dividend while also enhancing liquidity. We believe our current liquidity level, cash flow from operations and ability to access the capital markets provides us with the flexibility to fund our initiatives across a wide range of commodity price environments.
Cash Flows
The following table presents sources and uses of cash and cash equivalents for 2020 and 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(In millions)
|
2020
|
|
2019
|
Sources of cash and cash equivalents
|
|
|
|
Operating activities
|
$
|
1,473
|
|
|
$
|
2,749
|
|
Disposal of assets, net of cash transferred to the buyer
|
18
|
|
|
(76)
|
|
Borrowings
|
400
|
|
|
600
|
|
Other
|
8
|
|
|
65
|
|
Total sources of cash and cash equivalents
|
$
|
1,899
|
|
|
$
|
3,338
|
|
Uses of cash and cash equivalents
|
|
|
|
Additions to property, plant and equipment
|
$
|
(1,343)
|
|
|
$
|
(2,550)
|
|
Additions to other assets
|
15
|
|
|
36
|
|
Acquisitions, net of cash acquired
|
(1)
|
|
|
(293)
|
|
Purchases of common stock
|
(92)
|
|
|
(362)
|
|
Debt repayments
|
(500)
|
|
|
(600)
|
|
Dividends paid
|
(64)
|
|
|
(162)
|
|
Other
|
(30)
|
|
|
(11)
|
|
Total uses of cash and cash equivalents
|
$
|
(2,015)
|
|
|
$
|
(3,942)
|
|
The following table shows capital expenditures by segment and reconciles to additions to property, plant and equipment as presented in the consolidated statements of cash flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(In millions)
|
2020
|
|
2019
|
United States
|
$
|
1,137
|
|
|
$
|
2,550
|
|
International
|
1
|
|
|
16
|
|
Corporate
|
13
|
|
|
25
|
|
Total capital expenditures
|
1,151
|
|
|
2,591
|
|
Change in capital expenditure accrual
|
192
|
|
|
(41)
|
|
Total use of cash and cash equivalents for property, plant and equipment
|
$
|
1,343
|
|
|
$
|
2,550
|
|
During the third and fourth quarters of 2020, we completed two separate financing transactions resulting in a remarketing of $400 million of sub-series B bonds to investors and a separate debt repayment of $500 million, which is further discussed in the Capital Resources section below. Also see Item 8. Financial Statements and Supplementary Data – Note 18 to the consolidated financial statements for details of these transactions.
During the first quarter of 2020, the Board of Directors approved a $0.05 per share dividend. The Board of Directors temporarily suspended our quarterly dividend payment in the second quarter as we prioritized liquidity and our balance sheet given the macro environment. During the fourth quarter of 2020, the Board of Directors approved the reinstatement of the dividend and declared a base quarterly dividend of $0.03 per share. During 2019, the Board of Directors approved a $0.05 per share dividend each quarter.
Available Liquidity
Our main sources of liquidity are cash and cash equivalents, internally generated cash flow from operations, sales of non-core assets, capital market transactions and our revolving Credit Facility. At December 31, 2020, we had approximately $3.7 billion of liquidity consisting of $742 million in cash and cash equivalents and $3.0 billion available under our revolving Credit Facility. See Item 8. Financial Statements and Supplementary Data – Note 26 to the consolidated financial statements for a further discussion of how our commitments and contingencies could affect our available liquidity.
Our working capital requirements are supported by our cash and cash equivalents and our Credit Facility. We may draw on our revolving Credit Facility to meet short-term cash requirements, or issue debt or equity securities through the shelf registration statement discussed below as part of our longer-term liquidity and capital management program. Because of the alternatives available to us as discussed above, we believe that our short-term and long-term liquidity are adequate to fund not only our current operations, but also our near-term and long-term funding requirements including our capital spending programs, dividend payments, defined benefit plan contributions, repayment of debt maturities and other amounts that may ultimately be paid in connection with contingencies. General economic conditions, commodity prices and financial, business and other factors, including the global pandemic, could affect our operations and our ability to access the capital markets.
During the first half of 2020, commodity prices significantly declined due to the combined impacts of global crude oil oversupply and lower demand for hydrocarbons due to the global pandemic. As a result, credit rating agencies reviewed many companies in the industry, including us. We continue to be rated investment grade at all three primary credit rating agencies. A downgrade in our credit ratings could increase our future cost of financing or limit our ability to access capital, and could result in additional credit support requirements. See Item 1A. Risk Factors for a discussion of how a downgrade in our credit ratings could affect us.
We may incur additional debt in order to fund our capital expenditures, acquisitions or development activities or for general corporate or other purposes. A higher level of indebtedness could increase the risk that our liquidity and financial flexibility deteriorates. See Item 1A. Risk Factors for a further discussion of how our level of indebtedness could affect us.
Capital Resources
Credit Arrangements and Borrowings
As of December 31, 2020, we had no borrowings on our $3.0 billion Credit Facility. At December 31, 2020, we had $5.4 billion of total debt outstanding. In October 2020, we completed a cash tender offer for an aggregate principal amount of $500 million of our then-outstanding $1 billion 2.8% senior notes due 2022. Our next significant debt maturity is the remaining $500 million 2.8% senior notes that are due in November 2022. We do not have any triggers on any of our corporate debt that would cause an event of default in the case of a downgrade of our credit ratings.
On August 18, 2020, we closed a $400 million remarketing to investors of sub-series B bonds which are part of the $1.0 billion St. John the Baptist, State of Louisiana revenue refunding bonds originally issued and purchased in December 2017. Information about these bonds are available on the website of the Municipal Securities Rulemaking Board via its Electronic Municipal Market Access system at www.msrb.org. Information on that website is not incorporated by reference into this filing.
In 2018, we signed an agreement with an owner/lessor to construct and lease a new build-to-suit office building in Houston, Texas. The lessor and other participants are providing financing for up to $340 million to fund the estimated project costs, which was reduced effective August 2020 from $380 million to align with our revised estimate of the project costs. As of December 31, 2020, project costs incurred totaled approximately $144 million, including land acquisition and construction costs.
Shelf Registration
We have a universal shelf registration statement filed with the SEC under which we, as a “well-known seasoned issuer” for purposes of SEC rules, have the ability to issue and sell an indeterminate amount of various types of debt and equity securities.
Debt-To-Capital Ratio
The Credit Facility includes a single financial covenant requiring that our ratio of total debt to total capitalization not exceed 65% as of the last day of each fiscal quarter. This covenant calculation was modified in December 2020, when we executed the fifth amendment to our credit facility. The primary changes resulting from this amendment are (i) a modification to the debt to total capitalization covenant calculation that permits an add-back to shareholders’ equity for certain non-cash write-downs, (ii) the addition of certain customary events of default, including a cross payment event of default and (iii) certain restrictions on the incurrence of subsidiary indebtedness. Under the amended definition, our total debt to total capitalization ratio was 26% at December 31, 2020.
Capital Requirements
Capital Spending
Our approved Capital Budget for 2021 is $1.0 billion. Additional details were previously discussed in Outlook.
Share Repurchase Program
In 2020, we acquired approximately 9 million common shares at a cost of $85 million under our share repurchase program. While the share repurchase program remains approved and has $1.3 billion of remaining authorization, we elected to suspend additional share repurchases to preserve liquidity.
On January 27, 2021, our Board of Directors approved a dividend of $0.03 per share for the fourth quarter of 2020. The dividend is payable on March 10, 2021 to shareholders of record on February 17, 2021.
We plan to make contributions of up to $40 million to our funded pension plans during 2021. Cash contributions to be paid from our general assets for the unfunded pension and postretirement plans are expected to be approximately $3 million and $10 million in 2021.
Contractual Cash Obligations
The table below provides aggregated information on our consolidated obligations to make future payments under existing contracts as of December 31, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
Total
|
|
2021
|
|
2022-
2023
|
|
2024-
2025
|
|
Later
Years
|
|
Short and long-term debt (includes interest)(a)
|
$
|
7,985
|
|
|
$
|
247
|
|
|
$
|
1,407
|
|
|
$
|
1,691
|
|
|
$
|
4,640
|
|
|
Lease obligations
|
287
|
|
|
77
|
|
|
55
|
|
|
9
|
|
|
146
|
|
(g)
|
Purchase obligations:
|
|
|
|
|
|
|
|
|
|
|
Oil and gas activities(b)
|
26
|
|
|
16
|
|
|
2
|
|
|
1
|
|
|
7
|
|
|
Service and materials contracts(c)
|
53
|
|
|
31
|
|
|
21
|
|
|
1
|
|
|
—
|
|
|
Transportation and related contracts
|
1,555
|
|
|
208
|
|
|
445
|
|
|
405
|
|
|
497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (d)
|
19
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total purchase obligations
|
1,653
|
|
|
274
|
|
|
468
|
|
|
407
|
|
|
504
|
|
|
Other long-term liabilities reported in the consolidated balance sheet(e)
|
316
|
|
|
31
|
|
|
55
|
|
|
48
|
|
|
182
|
|
|
Total contractual cash obligations(f)
|
$
|
10,241
|
|
|
$
|
629
|
|
|
$
|
1,985
|
|
|
$
|
2,155
|
|
|
$
|
5,472
|
|
|
(a)Includes anticipated cash payments for interest of $247 million for 2021, $471 million for 2022-2023, $391 million for 2024-2025 and $1.4 billion for the remaining years for a total of $2.5 billion.
(b)Includes contracts to acquire property, plant and equipment and commitments for oil and gas drilling and completion activities.
(c)Includes contracts to purchase services such as utilities, supplies and various other maintenance and operating services.
(d)Includes any drilling rigs and fracturing crews that are not considered lease obligations.
(e)Primarily includes obligations for pension and other postretirement benefits including medical and life insurance. We have estimated projected funding requirements through 2027. Although unrecognized tax benefits are not a contractual obligation, they are presented in this table because they represent potential demands on our liquidity.
(f)This table does not include the estimated discounted liability for dismantlement, abandonment and restoration costs of oil and gas properties of $254 million. See Item 8. Financial Statements and Supplementary Data – Note 13 to the consolidated financial statements.
(g)Includes $144 million of project costs incurred as of December 31, 2020 for a new build-to-suit office building in Houston, Texas. See Item 8. Financial Statements and Supplementary Data – Note 14 to the consolidated financial statements and Off-Balance Sheet Arrangements section below.
Transactions with Related Parties
Offshore E.G, we own a 63% working interest in the Alba field. Onshore E.G., we own a 52% interest in an LPG processing plant, a 60% interest in an LNG production facility and a 45% interest in a methanol production plant, each through equity method investees. We sell our natural gas from the Alba field to these equity method investees as the feedstock for their production processes.
Off-Balance Sheet Arrangements
Off-balance sheet arrangements comprise those arrangements that may potentially impact our liquidity, capital resources and results of operations, even though such arrangements are not recorded as liabilities under accounting principles generally accepted in the U.S. Although off-balance sheet arrangements serve a variety of our business purposes, we are not dependent on these arrangements to maintain our liquidity and capital resources, and we are not aware of any circumstances that are reasonably likely to cause the off-balance sheet arrangements to have a material adverse effect on liquidity and capital resources.
We will issue stand-alone letters of credit when required by a business partner. Such letters of credit outstanding at December 31, 2020, 2019 and 2018 aggregated $14 million, $14 million and $52 million. Most of the letters of credit are in support of obligations recorded in the consolidated balance sheet. In 2019, our letters of credit outstanding decreased as a result of our upgraded credit rating and the sale of our U.K. business (we no longer have requirements to support firm transportation agreements and future abandonment liabilities).
In 2018, we signed an agreement with an owner/lessor to construct and lease a new build-to-suit office building in Houston, Texas. The lessor and other participants are providing financing for up to $340 million, to fund the estimated project costs, which was reduced effective August 2020, from $380 million to align with our revised estimate of the project costs. As of December 31, 2020 project costs incurred totaled $144 million, primarily for land acquisition and initial design costs. The initial lease term is five years and will commence once construction is substantially complete and the new Houston office is ready for occupancy. At the end of the initial lease term, we can extend the term of the lease for an additional five years, subject
to the approval of the participants; purchase the property subject to certain terms and conditions; or remarket the property to an unrelated third party. The lease contains a residual value guarantee of approximately 89% of the total acquisition and construction costs. See Item 8. Financial Statements and Supplementary Data – Note 14 to the consolidated financial statements for further information on leases.
Management’s Discussion and Analysis of Environmental Matters, Litigation and Contingencies
We have incurred and will continue to incur capital, operating and maintenance and remediation expenditures as a result of environmental laws and regulations. If these expenditures, as with all costs, are not ultimately offset by the prices of our products and services, our operating results will be adversely affected. We believe that substantially all of our competitors must comply with similar environmental laws and regulations. However, the specific impact on each competitor may vary depending on a number of factors, including the age and location of its operating facilities, marketing areas and production processes. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites. Penalties may be imposed for noncompliance.
We accrue for environmental remediation activities when the responsibility to remediate is probable and the amount of associated costs can be reasonably estimated. As environmental remediation matters proceed toward ultimate resolution or as additional remediation obligations arise, charges in excess of those previously accrued may be required.
New or expanded environmental requirements, which could increase our environmental costs, may arise in the future on both state and federal levels. We strive to comply with all legal requirements regarding the environment, but as not all costs are fixed or presently determinable (even under existing legislation) and may be affected by future legislation or regulations, it is not possible to predict all of the ultimate costs of compliance, including remediation costs that may be incurred and penalties that may be imposed.
Critical Accounting Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the U.S. requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the respective reporting periods. Accounting estimates are considered to be critical if (1) the nature of the estimates and assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and (2) the impact of the estimates and assumptions on financial condition or operating performance is material. Actual results could differ from the estimates and assumptions used.
Estimated Quantities of Net Reserves
We use the successful efforts method of accounting for our oil and gas producing activities. The successful efforts method inherently relies on the estimation of proved crude oil and condensate, NGLs and natural gas reserves. The amount of estimated proved reserve volumes affect, among other things, whether certain costs are capitalized or expensed, the amount and timing of costs depreciated, depleted or amortized into net income and the presentation of supplemental information on oil and gas producing activities. In addition, the expected future cash flows to be generated by producing properties are used for testing impairment and the expected future taxable income available to realize deferred tax assets, also in part, rely on estimates of quantities of net reserves. Refer to the applicable sections below for further discussion of these accounting estimates.
The estimation of quantities of net reserves is a highly technical process performed by our petroleum engineers and geoscientists for crude oil and condensate, NGLs and natural gas, which is based upon several underlying assumptions. The reserve estimates may change as additional information becomes available and as contractual, operational, economic and political conditions change. We evaluate our reserves using drilling results, reservoir performance, subsurface interpretation and future plans to develop acreage. Technologies used in proved reserves estimation includes statistical analysis of production performance, decline curve analysis, pressure and rate transient analysis, pressure gradient analysis, reservoir simulation and volumetric analysis. The observed statistical nature of production performance coupled with highly certain reservoir continuity or quality within the reliable technology areas and sufficient proved developed locations establish the reasonable certainty criteria required for booking proved reserves. As per SEC requirements, proved undeveloped reserve volumes are limited to activity in the 5-year plan and wells that will be developed within 5 years of initial booking. The data for a given reservoir may also change over time as a result of numerous factors including, but not limited to, additional development activity and future development costs, production history and continual reassessment of the viability of future production volumes under varying economic conditions.
Reserve estimates are based on an unweighted arithmetic average of commodity prices during the 12-month period, using the closing prices on the first day of each month, as defined by the SEC. The table below provides the 2020 SEC pricing for certain benchmark prices:
|
|
|
|
|
|
|
2020 SEC Pricing
|
WTI crude oil (per bbl)
|
$
|
39.57
|
|
Henry Hub natural gas (per mmbtu)
|
$
|
1.99
|
|
Brent crude oil (per bbl)
|
$
|
41.77
|
|
Mont Belvieu NGLs (per bbl)
|
$
|
14.41
|
|
When determining the December 31, 2020 proved reserves for each property, the benchmark prices listed above were adjusted using price differentials that account for property-specific quality and location differences.
If the future average crude oil prices are below the average prices used to determine proved reserves at December 31, 2020, it could have an adverse effect on our estimates of proved reserve volumes and the value of our business. Future reserve revisions could also result from changes in capital funding, drilling plans and governmental regulation, among other things. It is difficult to estimate the magnitude of any potential price change and the effect on proved reserves, due to numerous factors (including future crude oil price and performance revisions). For further discussion of risks associated with our estimation of proved reserves, see Part I. Item 1A. Risk Factors.
Depreciation and depletion of crude oil and condensate, NGLs and natural gas producing properties is determined by the units-of-production method and could change with revisions to estimated proved reserves. While revisions of previous reserve estimates have not historically been significant to the depreciation and depletion rates of our segments, any reduction in proved reserves, could result in an acceleration of future DD&A expense. The following table illustrates, on average, the sensitivity of each segment’s units-of-production DD&A per boe and pretax income to a hypothetical 10% change in 2020 proved reserves based on 2020 production.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of a 10% Increase in Proved Reserves
|
|
Impact of a 10% Decrease in Proved Reserves
|
(In millions, except per boe)
|
DD&A per boe
|
|
Pretax Income
|
|
DD&A per boe
|
|
Pretax Income
|
United States
|
$
|
(1.80)
|
|
|
$
|
201
|
|
|
$
|
2.20
|
|
|
$
|
(246)
|
|
International
|
$
|
(0.26)
|
|
|
$
|
7
|
|
|
$
|
0.32
|
|
|
$
|
(9)
|
|
Fair Value Estimates
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There are three approaches for measuring the fair value of assets and liabilities: the market approach, the income approach and the cost approach, each of which includes multiple valuation techniques. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to measure fair value by converting future amounts, such as cash flows or earnings, into a single present value, or range of present values, using current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace the service capacity of an asset. This is often referred to as current replacement cost. The cost approach assumes that the fair value would not exceed what it would cost a market participant to acquire or construct a substitute asset of comparable utility, adjusted for obsolescence.
The fair value accounting standards do not prescribe which valuation technique should be used when measuring fair value and do not prioritize among the techniques. These standards establish a fair value hierarchy that prioritizes the inputs used in applying the various valuation techniques. Inputs broadly refer to the assumptions that market participants use to make pricing decisions, including assumptions about risk. Level 1 inputs are given the highest priority in the fair value hierarchy while Level 3 inputs are given the lowest priority. The three levels of the fair value hierarchy are as follows:
•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.
Valuation techniques that maximize the use of observable inputs are favored. Assets and liabilities are classified in their entirety based on the lowest priority level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities within the levels of the fair value hierarchy. See Item 8. Financial Statements and Supplementary Data – Note 17 to the consolidated financial statements for disclosures regarding our fair value measurements.
Significant uses of fair value measurements include:
•assets and liabilities acquired in a business combination;
•assets acquired in an asset acquisition;
•impairment assessments of long-lived assets;
•impairment assessments of equity method investments;
•impairment assessments of goodwill;
•recorded value of derivative instruments; and
•recorded value of pension plan assets.
The need to test long-lived assets and goodwill for impairment can be based on several indicators, including a significant reduction in prices of crude oil and condensate, NGLs and natural gas, sustained declines in our common stock, reductions to our Capital Budget, unfavorable adjustments to reserves, significant changes in the expected timing of production, other changes to contracts or changes in the regulatory environment in which the property is located.
Impairment Assessments of Long-Lived Assets
Long-lived assets in use are assessed for impairment whenever changes in facts and circumstances indicate that the carrying value of the assets may not be recoverable. For purposes of an impairment evaluation, long-lived assets must be grouped at the lowest level for which independent cash flows can be identified, which generally is field-by-field or, in certain instances, by logical grouping of assets if there is significant shared infrastructure or contractual terms that cause economic interdependency amongst separate, discrete fields. If the sum of the undiscounted estimated cash flows from the use of the asset group and its eventual disposition is less than the carrying value of an asset group, the carrying value is written down to the estimated fair value.
Fair value calculated for the purpose of testing our long-lived assets for impairment is estimated using the present value of expected future cash flows method and comparative market prices when appropriate. Significant judgment is involved in performing these fair value estimates since the results are based on forecasted assumptions. Significant assumptions include:
•Future crude oil and condensate, NGLs and natural gas 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 crude oil and condensate, NGLs and natural gas prices and estimates of such future prices are inherently imprecise. See Item 1A. Risk Factors for further discussion on commodity prices.
•Estimated quantities of crude oil and condensate, NGLs and natural gas. Such quantities are based on a combination of proved reserves and risk-weighted probable reserves and resources such that the combined volumes represent the most likely expectation of recovery. See Item 1A. Risk Factors for further discussion on reserves.
•Expected timing of production. Production forecasts are the outcome of engineering studies which estimate reserves, as well as expected capital 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. 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.
We base our fair value estimates on projected financial information which we believe to be reasonably likely to occur. An estimate of the sensitivity to changes in assumptions in our undiscounted cash flow calculations is not practicable, given the numerous assumptions (e.g. reserves, pace and timing of development plans, commodity prices, capital expenditures, operating costs, drilling and development costs, inflation and discount rates) that can materially affect our estimates. Unfavorable adjustments to some of the above listed assumptions would likely be offset by favorable adjustments in other assumptions. For example, the impact of sustained reduced commodity prices on future undiscounted cash flows would likely be partially offset by lower costs. As of December 31, 2020 our estimated undiscounted cash flows relating to our remaining long-lived assets significantly exceeded their carrying values.
During 2020, we recorded impairment charges totaling $133 million related to proved and certain unproved properties. See Item 8. Financial Statements and Supplementary Data Note 12 and Note 17 to the consolidated financial statements for discussion of impairments recorded in 2020, 2019 and 2018 and the related fair value measurements.
Impairment Assessment of Equity Method Investments
During 2020, we recorded impairment charges totaling $171 million pertaining to an investment in an equity method investee, which was reflected in income (loss) from equity method investments in our consolidated statements of income. Equity method investments are assessed for impairment whenever changes in the facts and circumstances indicate a loss in value may have occurred. When a loss is deemed to have occurred that is other than temporary, the carrying value of the equity method investment is written down to fair value.
Fair value calculated for the purpose of testing our equity method investees for impairment is estimated using the present value of expected future cash flows method. Significant judgment is involved in performing these fair value estimates since the results are based on forecasted assumptions and the performance of entities that we do not control. Significant assumptions include:
•Future condensate, NGL, LNG, natural gas and methanol 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, and governmental policies. 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 commodity prices and estimates of such future prices are inherently imprecise.
•Estimated quantities of feedstock condensate, NGLs and natural gas processed by our investees. There are two primary sets of inputs used to estimate feedstock volumes processed by our investees. The first input involves hydrocarbons produced from our Alba Field. Our equity method investees currently process hydrocarbons from our Alba Field, which consists of condensate, NGLs and natural gas reserves. Estimated quantities of hydrocarbons processed from our Alba Field are based on a combination of proved reserves and risk-weighted probable reserves and resources such that the combined volumes represent the most likely expectation of recovery.
The second input involves our estimate of future third-party gas to be processed by our investees. Our investees have capacity to process hydrocarbons from sources other than our Alba field. During 2019, we executed agreements for processing natural gas produced from the third party-owned Alen Unit through the existing Alba Plant LLC LPG processing plant and the EGHoldings LNG production facility beginning in 2021. Estimated natural gas volumes processed from the Alen Unit were based on forecasts received from the operator of the Alen Unit.
•Expected timing of production. Production forecasts are the outcome of engineering studies which estimate reserves, as well as expected capital 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 from the Alba Field that we use in our fair value estimates is consistent with that used in our planning and capital investment reviews. The expected timing of production from the Alen Unit is consistent with forecasts received from the operator of that field.
•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. A higher discount rate decreases the net present value of cash flows.
We base our fair value estimates on projected financial information which we believe to be reasonably likely to occur. This includes the estimated dividends and/or return of capital we expect to be paid by our equity method investees, which are directly affected by the significant assumptions described in the preceding paragraphs. An estimate of the sensitivity to changes
in assumptions in our cash flow calculations is not practicable, given the numerous other assumptions (e.g. reserves, commodity prices, operating costs, inflation and discount rates) that can materially affect our estimates. Unfavorable adjustments to some of the above listed assumptions would likely be offset by favorable adjustments in other assumptions.
See Note 12 to the consolidated financial statements for further information regarding the impairment recognized during 2020.
Impairment Assessments of Goodwill
Goodwill is tested for impairment on an annual basis, or between annual tests when events or changes in circumstances indicate the fair value may have been reduced below its carrying value. Goodwill is tested for impairment at the reporting unit level. Our reporting units are the same as our reporting segments, of which historically only International included goodwill. Determining the fair value of a reporting unit requires judgment and the use of significant estimates and assumptions. Our policy is to first assess the qualitative factors in order to determine whether the fair value of our International reporting unit is more likely than not less than its carrying amount. Certain qualitative factors used in our evaluation include, among other things, the results of the most recent quantitative assessment of the goodwill impairment test; macroeconomic conditions; industry and market conditions (including commodity prices and cost factors); overall financial performance; and other relevant entity-specific events. If, after considering these events and circumstances we determined that it is more likely than not that the fair value of the International reporting unit is less than its carrying amount, a quantitative goodwill test is performed. The quantitative goodwill test is performed using a combination of market and income approaches. The market approach references observable inputs specific to us and our industry, such as the price of our common equity, our enterprise value and valuation multiples of us and our peers from the investor analyst community. The income approach utilizes discounted cash flows, which are based on forecasted assumptions. Key assumptions to the income approach are the same as those described above regarding our impairment assessment of long-lived assets and are consistent with those that management uses to make business decisions.
In the first quarter of 2020, a triggering event (significant decline in market capitalization caused by worldwide declines in hydrocarbon demand and corresponding prices) required us to assess our goodwill in the International reporting unit for impairment as of March 31, 2020. We estimated the fair value of our International reporting unit using a combination of market and income approaches and concluded that a full impairment of $95 million was required. See Item 8. Financial Statements and Supplementary Data Note 15 to the consolidated financial statements for additional discussion of goodwill.
Derivatives
We record all derivative instruments at fair value. Fair value measurements for all our derivative instruments are based on observable market-based inputs that are corroborated by market data and are discussed in Item 8. Financial Statements and Supplementary Data – Note 16 to the consolidated financial statements. Additional information about derivatives and their valuation may be found in Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Pension Plan Assets
Pension plan assets are measured at fair value. See Item 8. Financial Statements and Supplementary Data – Note 20 to the consolidated financial statements for discussion of the fair value of plan assets and the presentation of the fair value of our defined benefit pension plan’s assets by level within the fair value hierarchy as of December 31, 2020 and 2019.
Income Taxes
We are subject to income taxes in numerous taxing jurisdictions worldwide. Estimates of income taxes to be recorded involve interpretation of complex tax laws and assessment of the effects of foreign taxes on our U.S. federal income taxes.
Uncertainty exists regarding tax positions taken in previously filed tax returns which remain subject to examination, along with positions expected to be taken in future returns. We provide for unrecognized tax benefits, based on the technical merits, when it is more likely than not that an uncertain tax position will not be sustained upon examination. Adjustments are made to the uncertain tax positions when facts and circumstances change, such as the closing of a tax audit; court proceedings; changes in applicable tax laws, including tax case rulings and legislative guidance; or expiration of the applicable statute of limitations.
We have recorded deferred tax assets and liabilities, measured at enacted tax rates, for temporary differences between book basis and tax basis, tax credit carryforwards and operating loss carryforwards. In accordance with U.S. GAAP accounting standards, we routinely assess the realizability of our deferred tax assets and reduce such assets, to the expected realizable amount, by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. In assessing the need for additional or adjustments to existing valuation allowances, we consider all available positive and negative evidence. Positive evidence includes reversals of temporary differences, forecasts of future taxable income, assessment of future business assumptions and applicable tax planning strategies that are prudent and feasible. Negative
evidence includes losses in recent years as well as the forecasts of future loss in the realizable period. In making our assessment regarding valuation allowances, we weight the evidence based on objectivity.
We base our future taxable income estimates on projected financial information which we believe to be reasonably likely to occur. Numerous judgments and assumptions are inherent in the estimation of future taxable income, including factors such as future operating conditions and the assessment of the effects of foreign taxes on our U.S. federal income taxes. Future operating conditions can be affected by numerous factors, including (i) future crude oil and condensate, NGLs and natural gas prices, (ii) estimated quantities of crude oil and condensate, NGLs and natural gas, (iii) expected timing of production, and (iv) future capital requirements. These assumptions are described in further detail above regarding our impairment assessment of long-lived assets. An estimate of the sensitivity to changes in assumptions resulting in future taxable income calculations is not practicable, given the numerous assumptions that can materially affect our estimates. Unfavorable adjustments to some of the above listed assumptions would likely be offset by favorable adjustments in other assumptions. For example, the impact of sustained reduced commodity prices on future taxable income would likely be partially offset by lower capital expenditures.
Based on the assumptions and judgments described above, as of December 31, 2020, we reflect a valuation allowance in our consolidated balance sheet of $948 million against our gross deferred tax assets of $2.7 billion in various jurisdictions in which we operate. Our gross deferred tax assets consist primarily of federal U.S. operating loss carryforwards of $655 million, which will expire in 2035 - 2037, and $1.1 billion which can be carried forward indefinitely. Since December 31, 2016, we have maintained a full valuation allowance on our net federal deferred tax assets. If objective negative evidence in the form of cumulative losses are no longer present and additional weight is given to subjective evidence such as forecasted projections of taxable income in future years, we would adjust the amount of the federal deferred tax assets considered realizable and reduce the provision for income taxes in the period of adjustment. See Item 8. Financial Statements and Supplementary Data – Note 8 to the consolidated financial statements for further detail.
Pension and Other Postretirement Benefit Obligations
Accounting for pension and other postretirement benefit obligations involves numerous assumptions, the most significant of which relate to the following:
•the discount rate for measuring the present value of future plan obligations;
•the expected long-term return on plan assets; and
•the rate of future increases in compensation levels.
We develop our demographics and utilize the work of third-party actuaries to assist in the measurement of these obligations. We have selected different discount rates for our U.S. pension plans and our other U.S. postretirement benefit plans due to the different projected benefit payment patterns. In determining the assumed discount rates, our methods include a review of market yields on high-quality corporate debt and use of our third-party actuary’s discount rate model. This model calculates an equivalent single discount rate for the projected benefit plan cash flows using a yield curve derived from bond yields. The yield curve represents a series of annualized individual spot discount rates from 0.5 to 99 years. The bonds used are rated AA or higher by a recognized rating agency, only non-callable bonds are included and outlier bonds (bonds that have a yield to maturity that significantly deviates from the average yield within each maturity grouping) are removed. Each issue is required to have at least $300 million par value outstanding. The constructed yield curve is based on those bonds representing the 50% highest yielding issuances within each defined maturity group.
The asset rate of return assumption for the funded U.S. plan considers the plan’s asset mix (currently targeted at approximately 55% equity and 45% other fixed income securities), past performance and other factors. Certain components of the asset mix are modeled with various assumptions regarding inflation, debt returns and stock yields.
Compensation change assumptions are based on historical experience, anticipated future management actions and demographics of the benefit plans. Health care cost trend assumptions are developed based on historical cost data, the near-term outlook and an assessment of likely long-term trends.
Item 8. Financial Statements and Supplementary Data – Note 20 to the consolidated financial statements includes detailed information about the assumptions used to calculate the components of our annual defined benefit pension and other postretirement plan expense, as well as the obligations and accumulated other comprehensive income reported on the consolidated balance sheets.
Contingent Liabilities
We accrue contingent liabilities for environmental remediation, tax deficiencies related to operating taxes, as well as tax disputes and litigation claims when such contingencies are probable and estimable. Actual costs can differ from estimates for many reasons. For instance, settlement costs for claims and litigation can vary from estimates based on differing interpretations
of laws, opinions on responsibility and assessments of the amount of damages. Similarly, liabilities for environmental remediation may vary from estimates because of changes in laws, regulations and their interpretation, additional information on the extent and nature of site contamination and improvements in technology. Our in-house legal counsel regularly assesses these contingent liabilities. In certain circumstances outside legal counsel is utilized.
An estimate of the sensitivity to net income if other assumptions had been used in recording these liabilities is not practical because of the number of contingencies that must be assessed, the number of underlying assumptions and the wide range of reasonably possible outcomes, in terms of both the probability of loss and the estimates of such loss.
Accounting Standards Not Yet Adopted
See Item 8. Financial Statements and Supplementary Data – Note 2 to the consolidated financial statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks related to the volatility of crude oil and condensate, NGLs and natural gas prices as the volatility of these prices continues to impact our industry. We expect commodity prices to remain volatile and unpredictable in the future. We are also exposed to market risks related to changes in interest rates. We employ various strategies, including the use of financial derivative instruments, to manage the risks related to these fluctuations. We are at risk for changes in the fair value of all of our derivative instruments; however, such risk should be mitigated by price or rate changes related to the underlying commodity or financial transaction. While the use of derivative instruments could materially affect our results of operations in particular quarterly or annual periods, we believe that the use of these instruments will not have a material adverse effect on our financial position or liquidity.
See Item 8. Financial Statements and Supplementary Data – Note 16 and Note 17 to the consolidated financial statements for more information about the fair value measurement of our derivatives, the amounts recorded in our consolidated balance sheets and statements of income and the related notional amounts.
Commodity Price Risk
Our strategy is to obtain competitive prices for our products and allow operating results to reflect market price movements dictated by supply and demand. However, management will periodically protect prices on forecasted sales to support cash flow and liquidity, as deemed appropriate. We may use a variety of commodity derivative instruments, including futures, forwards, swaps and combinations of options, as part of an overall program to manage commodity price risk in our business. Our consolidated results for 2020, 2019 and 2018 were impacted by crude oil and natural gas derivatives related to a portion of our forecasted United States sales.
As of December 31, 2020, we had various open commodity derivatives. Based on the December 31, 2020 published NYMEX WTI, natural gas and NGL futures prices, a hypothetical 10% change (per bbl for crude oil and NGL and per MMBtu for natural gas) would change the fair values of our $23 million net liability position to the following:
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
Hypothetical Price Increase of 10%
|
|
Hypothetical Price Decrease of 10%
|
Derivative asset (liability) – Crude Oil
|
$
|
(74)
|
|
|
$
|
10
|
|
Derivative asset (liability) – Natural Gas
|
(10)
|
|
|
25
|
|
Derivative liability – NGL
|
(10)
|
|
|
(1)
|
|
Total
|
$
|
(94)
|
|
|
$
|
34
|
|
Interest Rate Risk
At December 31, 2020 our portfolio of current and long-term debt is comprised of fixed-rate instruments with an outstanding balance of $5.4 billion. Our sensitivity to interest rate movements and corresponding changes in the fair value of our fixed-rate debt portfolio affects our results of operations and cash flows only when we elect to repurchase or otherwise retire fixed-rate debt at prices different than carrying value.
At December 31, 2020, we had forward starting interest rate swap agreements with a total notional amount of $670 million designated as cash flow hedges and $500 million not designated as hedges. We utilize cash flow hedges to manage our exposure to interest rate movements by utilizing interest rate swap agreements to hedge variations in cash flows related to (1) the 1-month LIBOR component of future lease payments on our future Houston office and (2) the benchmark LIBOR index for our debt due in 2025. We de-designated the cash flow hedges related to our debt due in 2022 during the third quarter of 2020. A hypothetical 10% change in interest rates would change the fair values of our $3 million net asset position of our cash flow hedge and our $10 million net asset position of our de-designated cash flow hedge to the following as of December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
Hypothetical Interest Rate Increase of 10%
|
|
Hypothetical Interest Rate Decrease of 10%
|
Interest rate asset (liability) – designated as cash flow hedges
|
$
|
8
|
|
|
$
|
(3)
|
|
Interest rate asset – not designated as cash flow hedges
|
16
|
|
|
5
|
|
Total
|
$
|
24
|
|
|
$
|
2
|
|
Counterparty Risk
We are also exposed to financial risk in the event of nonperformance by counterparties. If commodity prices fall below certain levels, some of our counterparties may experience liquidity problems and may not be able to meet their financial obligations to us. We review the creditworthiness of counterparties and use master netting agreements when appropriate.
Item 8. Financial Statements and Supplementary Data
Index
Management’s Responsibilities for Financial Statements
To the Stockholders of Marathon Oil Corporation:
The accompanying consolidated financial statements of Marathon Oil Corporation and its consolidated subsidiaries (“Marathon Oil”) are the responsibility of management and have been prepared in conformity with accounting principles generally accepted in the United States. They necessarily include some amounts that are based on best judgments and estimates. The financial information displayed in other sections of this Annual Report on Form 10-K is consistent with these consolidated financial statements.
Marathon Oil seeks to assure the objectivity and integrity of its financial records by careful selection of its managers, by organization arrangements that provide an appropriate division of responsibility and by communications programs aimed at assuring that its policies and methods are understood throughout the organization.
The Board of Directors pursues its oversight role in the area of financial reporting and internal control over financial reporting through its Audit and Finance Committee. This Committee, composed solely of independent directors, regularly meets (jointly and separately) with the independent registered public accounting firm, management and internal auditors to monitor the proper discharge by each of their responsibilities relative to internal accounting controls and the consolidated financial statements.
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/s/ Lee M. Tillman
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/s/ Dane E. Whitehead
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Chairman, President and Chief Executive Officer
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Executive Vice President and Chief Financial Officer
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Management’s Report on Internal Control over Financial Reporting
To the Stockholders of Marathon Oil Corporation:
Marathon Oil’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13(a) – 15(f) under the Securities Exchange Act of 1934). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
An evaluation of the design and effectiveness of our internal control over financial reporting, based on the 2013 framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, was conducted under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based on the results of this evaluation, Marathon Oil’s management concluded that its internal control over financial reporting was effective as of December 31, 2020.
The effectiveness of Marathon Oil’s internal control over financial reporting as of December 31, 2020 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.
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/s/ Lee M. Tillman
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/s/ Dane E. Whitehead
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Chairman, President and Chief Executive Officer
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Executive Vice President and Chief Financial Officer
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Marathon Oil Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheet of Marathon Oil Corporation and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of income, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate..
The Impact of Proved Oil and Condensate, Natural Gas Liquids (NGLs) and Natural Gas Reserves on Proved Oil and Gas Properties, Net
As described in Notes 1 and 11 to the consolidated financial statements, the Company’s consolidated property, plant and equipment, net balance was $15,638 million as of December 31, 2020, and depreciation, depletion, and amortization (DD&A) expense for the year ended December 31, 2020 was $2,316 million. The Company follows the successful efforts method of accounting for its oil and gas producing activities. Under this method, capitalized costs to acquire oil and natural gas properties are depreciated and depleted on a units-of-production basis based on estimated proved reserves. Capitalized costs of exploratory wells and development costs are depreciated and depleted on a units-of-production basis based on estimated proved developed reserves. As disclosed by management, reserve estimates may change as additional information becomes available and as contractual, operational, economic and political conditions change. The data for a given reservoir may also change over time as a result of numerous factors including, but not limited to, additional development activity and future development costs, production history and continual reassessment of the viability of future production volumes under varying economic conditions. The estimates of oil and condensate, NGLs and natural gas reserves have been developed by specialists, specifically petroleum engineers and geoscientists.
The principal considerations for our determination that performing procedures relating to the impact of proved oil and condensate, NGLs and natural gas reserves on proved oil and natural gas properties, net is a critical audit matter are (i) the significant judgment by management, including the use of specialists, when developing the estimates of proved oil and condensate, NGLs and natural gas reserves, which in turn led to (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the data, methods, and assumptions used by management and its specialists in developing the estimates of proved oil and condensate, NGLs, and natural gas reserves volumes.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s estimates of proved oil and condensate, NGLs, and natural gas reserves. The work of management’s specialists was used in performing the procedures to evaluate the reasonableness of the proved oil and condensate, NGLs, and natural gas reserve volumes. As a basis for using this work, the specialists’ qualifications were understood and the Company’s relationship with the specialists was assessed. The procedures performed also included evaluation of the methods and assumptions used by the specialists, tests of the data used by the specialists and an evaluation of the specialists’ findings.
Impairment Assessment of the EG Holdings Equity Method Investment
As described in Notes 1 and 12 to the consolidated financial statements, the Company recorded impairments of $171 million to its investment in an equity method investee, which was reflected in income (loss) from equity method investments for the year ended December 31, 2020. Management assesses equity method investments for impairment whenever changes in the facts and circumstances indicate a loss in value may have occurred. When a loss is deemed to have occurred and is other than temporary, the carrying value of the equity method investment is written down to fair value, and the amount of the write-down is included in income. Management estimated the fair value of the Company’s equity method investment using an income approach, specifically utilizing a discounted cash flow analysis. The estimated fair value was based on significant inputs not observable in the market, such as the amount of gas processed by the plant, future commodity prices, forecasted operating expenses, discount rate and estimated cash returned to shareholders.
The principal considerations for our determination that performing procedures relating to the impairment assessment of the EG Holdings equity method investment is a critical audit matter are (i) the significant judgment by management, including the use of specialists, when developing the fair value measurement of the equity method investment and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumption related to the future gas volumes to be processed by the plant.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s impairment assessment of the EG Holdings equity method investment. These procedures also included, among
others (i) testing management’s process for developing the fair value estimate; (ii) evaluating the appropriateness of the discounted cash flow analysis; (iii) testing the completeness and accuracy of underlying data used in the analysis; and (iv) evaluating the reasonableness of significant assumption used by management related to the future gas volumes to be processed by the plant. The work of management’s specialists was used in performing the procedures to evaluate the reasonableness of the natural gas reserve volumes as stated in the Critical Audit Matter titled “Impact of Proved Oil and Condensate, Natural Gas Liquids (NGLs), and Natural Gas Reserves on Proved Oil and Gas Properties, Net” and the reasonableness of the future gas volumes to be processed by the plant. As a basis for using this work, the specialists’ qualifications were understood and the Company’s relationship with the specialists was assessed. The procedures performed also included evaluation of the analysis and assumptions used by the specialists, tests of the data used by the specialists and an evaluation of the specialists’ findings.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
February 23, 2021
We have served as the Company’s auditor since 1982.
MARATHON OIL CORPORATION
Consolidated Statements of Income
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Year Ended December 31,
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(In millions, except per share data)
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2020
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2019
|
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2018
|
Revenues and other income:
|
|
|
|
|
|
Revenues from contracts with customers
|
$
|
3,097
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|
|
$
|
5,063
|
|
|
$
|
5,902
|
|
Net gain (loss) on commodity derivatives
|
116
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|
|
(72)
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|
|
(14)
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|
Income (loss) from equity method investments
|
(161)
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|
|
87
|
|
|
225
|
|
Net gain on disposal of assets
|
9
|
|
|
50
|
|
|
319
|
|
Other income
|
25
|
|
|
62
|
|
|
150
|
|
Total revenues and other income
|
3,086
|
|
|
5,190
|
|
|
6,582
|
|
Costs and expenses:
|
|
|
|
|
|
Production
|
555
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|
|
712
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|
|
842
|
|
Shipping, handling and other operating
|
596
|
|
|
605
|
|
|
575
|
|
Exploration
|
181
|
|
|
149
|
|
|
289
|
|
Depreciation, depletion and amortization
|
2,316
|
|
|
2,397
|
|
|
2,441
|
|
Impairments
|
144
|
|
|
24
|
|
|
75
|
|
Taxes other than income
|
200
|
|
|
311
|
|
|
299
|
|
General and administrative
|
274
|
|
|
356
|
|
|
394
|
|
Total costs and expenses
|
4,266
|
|
|
4,554
|
|
|
4,915
|
|
Income (loss) from operations
|
(1,180)
|
|
|
636
|
|
|
1,667
|
|
Net interest and other
|
(256)
|
|
|
(244)
|
|
|
(226)
|
|
Other net periodic benefit (costs) credits
|
(1)
|
|
|
3
|
|
|
(14)
|
|
Loss on early extinguishment of debt
|
(28)
|
|
|
(3)
|
|
|
—
|
|
Income (loss) before income taxes
|
(1,465)
|
|
|
392
|
|
|
1,427
|
|
Provision (benefit) for income taxes
|
(14)
|
|
|
(88)
|
|
|
331
|
|
Net income (loss)
|
$
|
(1,451)
|
|
|
$
|
480
|
|
|
$
|
1,096
|
|
Net income (loss) per share:
|
|
|
|
|
|
Basic
|
$
|
(1.83)
|
|
|
$
|
0.59
|
|
|
$
|
1.30
|
|
Diluted
|
$
|
(1.83)
|
|
|
$
|
0.59
|
|
|
$
|
1.29
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
Basic
|
792
|
|
|
810
|
|
|
846
|
|
Diluted
|
792
|
|
|
810
|
|
|
847
|
|
The accompanying notes are an integral part of these consolidated financial statements.
MARATHON OIL CORPORATION
Consolidated Statements of Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(In millions)
|
2020
|
|
2019
|
|
2018
|
Net income (loss)
|
$
|
(1,451)
|
|
|
$
|
480
|
|
|
$
|
1,096
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
Change in actuarial gain (loss) and other for postretirement and postemployment plans
|
(30)
|
|
|
16
|
|
|
121
|
|
Change in derivative hedges unrecognized gain (loss)
|
(2)
|
|
|
2
|
|
|
—
|
|
Foreign currency translation adjustment related to sale of U.K. business
|
—
|
|
|
23
|
|
|
—
|
|
Other
|
—
|
|
|
1
|
|
|
4
|
|
Other comprehensive income (loss)
|
(32)
|
|
|
42
|
|
|
125
|
|
Comprehensive income (loss)
|
$
|
(1,483)
|
|
|
$
|
522
|
|
|
$
|
1,221
|
|
The accompanying notes are an integral part of these consolidated financial statements.
MARATHON OIL CORPORATION
Consolidated Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(In millions, except par values and share amounts)
|
2020
|
|
2019
|
Assets
|
|
|
|
Current assets:
|
|
|
|
Cash and cash equivalents
|
$
|
742
|
|
|
$
|
858
|
|
Receivables, less reserve of $22 and $11
|
747
|
|
|
1,122
|
|
Inventories
|
76
|
|
|
72
|
|
Other current assets
|
47
|
|
|
83
|
|
|
|
|
|
Total current assets
|
1,612
|
|
|
2,135
|
|
Equity method investments
|
447
|
|
|
663
|
|
Property, plant and equipment, less accumulated depreciation, depletion and amortization of $20,358 and $18,003
|
15,638
|
|
|
17,000
|
|
Goodwill
|
—
|
|
|
95
|
|
Other noncurrent assets
|
259
|
|
|
352
|
|
|
|
|
|
Total assets
|
$
|
17,956
|
|
|
$
|
20,245
|
|
Liabilities
|
|
|
|
Current liabilities:
|
|
|
|
Accounts payable
|
$
|
837
|
|
|
$
|
1,307
|
|
Payroll and benefits payable
|
57
|
|
|
112
|
|
Accrued taxes
|
72
|
|
|
118
|
|
Other current liabilities
|
247
|
|
|
208
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
1,213
|
|
|
1,745
|
|
Long-term debt
|
5,404
|
|
|
5,501
|
|
Deferred tax liabilities
|
163
|
|
|
186
|
|
Defined benefit postretirement plan obligations
|
180
|
|
|
183
|
|
Asset retirement obligations
|
241
|
|
|
243
|
|
Deferred credits and other liabilities
|
194
|
|
|
234
|
|
|
|
|
|
Total liabilities
|
7,395
|
|
|
8,092
|
|
Commitments and contingencies
|
|
|
|
Stockholders’ Equity
|
|
|
|
Preferred stock – no shares issued or outstanding (no par value, 26 million shares authorized)
|
—
|
|
|
—
|
|
Common stock:
|
|
|
|
Issued – 937 million shares (par value $1 per share, 1.925 billion shares authorized at December 31, 2020 and December 31, 2019)
|
937
|
|
|
937
|
|
Held in treasury, at cost – 148 million shares and 141 million shares
|
(4,089)
|
|
|
(4,089)
|
|
Additional paid-in capital
|
7,174
|
|
|
7,207
|
|
Retained earnings
|
6,466
|
|
|
7,993
|
|
Accumulated other comprehensive income
|
73
|
|
|
105
|
|
Total stockholders’ equity
|
10,561
|
|
|
12,153
|
|
Total liabilities and stockholders’ equity
|
$
|
17,956
|
|
|
$
|
20,245
|
|
The accompanying notes are an integral part of these consolidated financial statements.
MARATHON OIL CORPORATION
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(In millions)
|
2020
|
|
2019
|
|
2018
|
Increase (decrease) in cash and cash equivalents
|
|
|
|
|
|
Operating activities:
|
|
|
|
|
|
Net income (loss)
|
$
|
(1,451)
|
|
|
$
|
480
|
|
|
$
|
1,096
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
Depreciation, depletion and amortization
|
2,316
|
|
|
2,397
|
|
|
2,441
|
|
Impairments
|
144
|
|
|
24
|
|
|
75
|
|
Exploratory dry well costs and unproved property impairments
|
159
|
|
|
114
|
|
|
255
|
|
Net gain on disposal of assets
|
(9)
|
|
|
(50)
|
|
|
(319)
|
|
Loss on early extinguishment of debt
|
28
|
|
|
3
|
|
|
—
|
|
Deferred income taxes
|
(22)
|
|
|
(34)
|
|
|
52
|
|
Net (gain) loss on derivative instruments
|
(116)
|
|
|
72
|
|
|
14
|
|
Net settlements of derivative instruments
|
143
|
|
|
52
|
|
|
(281)
|
|
Pension and other post retirement benefits, net
|
(43)
|
|
|
(52)
|
|
|
(65)
|
|
Stock-based compensation
|
57
|
|
|
60
|
|
|
53
|
|
Equity method investments, net
|
210
|
|
|
18
|
|
|
45
|
|
Changes in:
|
|
|
|
|
|
Current receivables
|
367
|
|
|
52
|
|
|
(133)
|
|
Inventories
|
(4)
|
|
|
3
|
|
|
(1)
|
|
Current accounts payable and accrued liabilities
|
(381)
|
|
|
(187)
|
|
|
179
|
|
Other current assets and liabilities
|
75
|
|
|
(4)
|
|
|
(22)
|
|
All other operating, net
|
—
|
|
|
(199)
|
|
|
(155)
|
|
Net cash provided by operating activities
|
1,473
|
|
|
2,749
|
|
|
3,234
|
|
Investing activities:
|
|
|
|
|
|
Additions to property, plant and equipment
|
(1,343)
|
|
|
(2,550)
|
|
|
(2,753)
|
|
Additions to other assets
|
15
|
|
|
36
|
|
|
(26)
|
|
Acquisitions, net of cash acquired
|
(1)
|
|
|
(293)
|
|
|
(25)
|
|
Disposal of assets, net of cash transferred to the buyer
|
18
|
|
|
(76)
|
|
|
1,264
|
|
Equity method investments - return of capital
|
7
|
|
|
64
|
|
|
57
|
|
All other investing, net
|
1
|
|
|
1
|
|
|
13
|
|
Net cash used in investing activities
|
(1,303)
|
|
|
(2,818)
|
|
|
(1,470)
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings
|
400
|
|
|
600
|
|
|
—
|
|
|
|
|
|
|
|
Debt repayments
|
(500)
|
|
|
(600)
|
|
|
—
|
|
Debt extinguishment costs
|
(27)
|
|
|
(2)
|
|
|
—
|
|
|
|
|
|
|
|
Purchases of common stock
|
(92)
|
|
|
(362)
|
|
|
(713)
|
|
Dividends paid
|
(64)
|
|
|
(162)
|
|
|
(169)
|
|
All other financing, net
|
(3)
|
|
|
(9)
|
|
|
23
|
|
Net cash used in financing activities
|
(286)
|
|
|
(535)
|
|
|
(859)
|
|
Effect of exchange rate on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(2)
|
|
Net increase (decrease) in cash and cash equivalents
|
(116)
|
|
|
(604)
|
|
|
903
|
|
Cash and cash equivalents at beginning of period
|
858
|
|
|
1,462
|
|
|
563
|
|
Cash and cash equivalents included in current assets held for sale
|
—
|
|
|
—
|
|
|
(4)
|
|
Cash and cash equivalents at end of period
|
$
|
742
|
|
|
$
|
858
|
|
|
$
|
1,462
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
MARATHON OIL CORPORATION
Consolidated Statements of Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity of Marathon Oil Stockholders
|
|
|
(In millions)
|
Preferred
Stock
|
|
Common
Stock
|
|
Treasury
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Equity
|
December 31, 2017 Balance
|
$
|
—
|
|
|
$
|
937
|
|
|
$
|
(3,325)
|
|
|
$
|
7,379
|
|
|
$
|
6,779
|
|
|
$
|
(62)
|
|
|
$
|
11,708
|
|
Shares issued - stock-based
compensation
|
—
|
|
|
—
|
|
|
221
|
|
|
(109)
|
|
|
—
|
|
|
—
|
|
|
112
|
|
Shares repurchased
|
—
|
|
|
—
|
|
|
(712)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(712)
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
(32)
|
|
|
—
|
|
|
—
|
|
|
(32)
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,096
|
|
|
—
|
|
|
1,096
|
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125
|
|
|
125
|
|
Dividends paid ($0.20 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(169)
|
|
|
—
|
|
|
(169)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018 Balance
|
$
|
—
|
|
|
$
|
937
|
|
|
$
|
(3,816)
|
|
|
$
|
7,238
|
|
|
$
|
7,706
|
|
|
$
|
63
|
|
|
$
|
12,128
|
|
Cumulative-effect adjustment (Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31)
|
|
|
—
|
|
|
(31)
|
|
Shares issued - stock-based
compensation
|
—
|
|
|
—
|
|
|
89
|
|
|
(26)
|
|
|
—
|
|
|
—
|
|
|
63
|
|
Shares repurchased
|
—
|
|
|
—
|
|
|
(362)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(362)
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
(5)
|
|
|
—
|
|
|
—
|
|
|
(5)
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
480
|
|
|
—
|
|
|
480
|
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
42
|
|
Dividends paid ($0.20 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(162)
|
|
|
—
|
|
|
(162)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019 Balance
|
$
|
—
|
|
|
$
|
937
|
|
|
$
|
(4,089)
|
|
|
$
|
7,207
|
|
|
$
|
7,993
|
|
|
$
|
105
|
|
|
$
|
12,153
|
|
Cumulative-effect adjustment (Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12)
|
|
|
—
|
|
|
(12)
|
|
Shares issued - stock-based
compensation
|
—
|
|
|
—
|
|
|
91
|
|
|
(60)
|
|
|
—
|
|
|
—
|
|
|
31
|
|
Shares repurchased
|
—
|
|
|
—
|
|
|
(91)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(91)
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
27
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,451)
|
|
|
—
|
|
|
(1,451)
|
|
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32)
|
|
|
(32)
|
|
Dividends paid ($0.08 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64)
|
|
|
—
|
|
|
(64)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020 Balance
|
$
|
—
|
|
|
$
|
937
|
|
|
$
|
(4,089)
|
|
|
$
|
7,174
|
|
|
$
|
6,466
|
|
|
$
|
73
|
|
|
$
|
10,561
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Shares in millions)
|
Preferred
Stock
|
|
Common
Stock
|
|
Treasury
Stock
|
|
|
|
|
|
|
|
|
December 31, 2017 Balance
|
—
|
|
|
937
|
|
|
87
|
|
|
|
|
|
|
|
|
|
Shares issued - stock-based
compensation
|
—
|
|
|
—
|
|
|
(6)
|
|
|
|
|
|
|
|
|
|
Shares repurchased
|
—
|
|
|
—
|
|
|
37
|
|
|
|
|
|
|
|
|
|
December 31, 2018 Balance
|
—
|
|
|
937
|
|
|
118
|
|
|
|
|
|
|
|
|
|
Shares issued - stock-based
compensation
|
—
|
|
|
—
|
|
|
(2)
|
|
|
|
|
|
|
|
|
|
Shares repurchased
|
—
|
|
|
—
|
|
|
25
|
|
|
|
|
|
|
|
|
|
December 31, 2019 Balance
|
—
|
|
|
937
|
|
|
141
|
|
|
|
|
|
|
|
|
|
Shares issued - stock-based
compensation
|
—
|
|
|
—
|
|
|
(3)
|
|
|
|
|
|
|
|
|
|
Shares repurchased
|
—
|
|
|
—
|
|
|
10
|
|
|
|
|
|
|
|
|
|
December 31, 2020 Balance
|
—
|
|
|
937
|
|
|
148
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
1. Summary of Principal Accounting Policies
We are an independent exploration and production company engaged in exploration, production and marketing of crude oil and condensate, NGLs and natural gas; as well as production and marketing of products manufactured from natural gas, such as LNG and methanol, in E.G.
Basis of presentation and principles applied in consolidation – These consolidated financial statements, including notes, have been prepared in accordance with U.S. GAAP. These consolidated financial statements include the accounts of our controlled subsidiaries. Investments in unincorporated joint ventures and undivided interests in certain operating assets are consolidated on a pro rata basis.
Equity method investments – Investments in entities over which we have significant influence, but not control, are accounted for using the equity method of accounting. This includes entities in which we hold majority ownership but the minority stockholders have substantive participating rights in the investee. Income from equity method investments represents our proportionate share of net income generated by the equity method investees and is reflected in revenues and other income in our consolidated statements of income. Equity method investments are included as noncurrent assets on the consolidated balance sheet.
Equity method investments are assessed for impairment whenever changes in the facts and circumstances indicate a loss in value may have occurred. When a loss is deemed to have occurred and is other than temporary, the carrying value of the equity method investment is written down to fair value, and the amount of the write-down is included in income.
Use of estimates – The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the respective reporting periods.
Estimated quantities of crude oil and condensate, NGLs and natural gas reserves is a significant estimate that requires judgment. All of the reserve data included in this Form 10-K are estimates. Reservoir engineering is a subjective process of estimating underground accumulations of crude oil and condensate, NGLs and natural gas. There are numerous uncertainties inherent in estimating quantities of proved crude oil and condensate, NGLs and natural gas reserves. The accuracy of any reserves estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. As a result, reserve estimates may be different from the quantities of crude oil and condensate, NGLs and natural gas that are ultimately recovered. See unaudited Supplementary Data – Supplementary Information on Oil and Gas Producing Activities for further detail.
Other items subject to estimates and assumptions include the carrying amounts of property, plant and equipment, asset retirement obligations, goodwill, valuation of derivative instruments and valuation allowances for deferred income tax assets, among others. Although we believe these estimates are reasonable, actual results could differ from these estimates.
Foreign currency transactions – The U.S. dollar is the functional currency of our foreign operating subsidiaries. Foreign currency transaction gains and losses are included in net income.
Revenue recognition – Revenues associated with the sales of crude oil and condensate, NGLs and natural gas are recognized when our performance obligation is satisfied, which typically occurs at the point where control transfers to the customer based on contract terms. Revenue is measured as the amount the company expects to receive in exchange for transferring commodities to the customer. Our hydrocarbon sales are typically based on prevailing market-based prices and may include quality or location differential adjustments. Payment is generally due within 30 days of delivery.
We typically incur shipping and handling costs prior to control transferring to the customer and account for these activities as fulfillment costs. These costs are reflected in shipping, handling and other operating expense in our consolidated statement of income.
Our U.S. production of crude oil and condensate, NGLs and natural gas is generally sold immediately and transported to market. In our international segment, liquid hydrocarbon production may be stored as inventory and sold at a later time.
Cash and cash equivalents – Cash and cash equivalents include cash on hand and on deposit and investments in highly liquid debt instruments with original maturities of three months or less.
Accounts receivable – The majority of our receivables are from purchasers of commodities or joint interest owners in properties we operate, both of which are recorded at estimated or invoiced amounts and do not bear interest. We often have the
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
ability to withhold future revenue disbursements to recover any non-payment of joint interest billings. We conduct credit reviews of commodity purchasers prior to making commodity sales to new customers or increasing credit for existing customers. Based on these reviews, we may require a standby letter of credit or a financial guarantee. We routinely assess the collectability of receivable balances to determine if the amount of the reserve in allowance for doubtful accounts is sufficient.
Inventories – Crude oil and natural gas are recorded at weighted average cost and carried at the lower of cost or net realizable value. Supplies and other items consist principally of tubular goods and equipment, which are valued at weighted average cost and reviewed periodically for obsolescence or impairment when market conditions indicate.
We may enter into a contract to sell a particular quantity and quality of crude oil at a specified location and date to a particular counterparty, and simultaneously agree to buy a particular quantity and quality of the same commodity at a specified location on the same or another specified date from the same counterparty. We account for such matching buy/sell arrangements as exchanges of inventory.
Derivative instruments – We may use derivatives to manage a portion of our exposure to commodity price risk, commodity locational risk and interest rate risk. All derivative instruments are recorded at fair value. Commodity derivatives and interest rate swaps are reflected on our consolidated balance sheet on a net basis by counterparty, as they are governed by master netting agreements. Cash flows related to derivatives used to manage commodity price risk, and interest rate risk are classified in operating activities. Our derivative instruments contain no significant contingent credit features.
Fair value hedges – We may use interest rate swaps to manage our exposure to interest rate risk associated with fixed interest rate debt in our portfolio. Changes in the fair values of both the hedged item and the related derivative are recognized immediately in net income with an offsetting effect included in the basis of the hedged item. The net effect is to report in net income the extent to which the hedge is not effective in achieving offsetting changes in fair value.
Cash flow hedges – We may use interest rate derivative instruments to manage the risk of interest rate changes during the period prior to anticipated borrowings as well as to stabilize future lease payments on our future Houston office, and designate them as cash flow hedges. Derivative instruments designated as cash flow hedges are linked to specific assets and liabilities or to specific firm commitments or forecasted transactions. The changes in the fair value of a qualifying cash flow hedge are recorded in other comprehensive income until the hedged transaction affects earnings and are then reclassified into net income. Beginning in 2019, ineffective portions of a cash flow hedge are no longer measured or disclosed separately. However, if it is determined that the likelihood of the original forecasted transaction occurring is no longer probable or the cash flow hedge is no longer expected to be highly effective, subsequent changes in fair value of the derivatives instrument are recorded in net income.
Derivatives not designated as hedges – Derivatives that are not designated as hedges may include commodity derivatives used primarily to manage price and locational risks on the forecasted sale of crude oil, NGLs and natural gas that we produce. Changes in the fair value of derivatives not designated as hedges are recognized immediately in net income.
Concentrations of credit risk – All of our financial instruments, including derivatives, involve elements of credit and market risk. The most significant portion of our credit risk relates to nonperformance by counterparties. The counterparties to our financial instruments consist primarily of major financial institutions and companies within the energy industry. To manage counterparty risk associated with financial instruments, we select and monitor counterparties based on our assessment of their financial strength and on credit ratings, if available. Additionally, we limit the level of exposure with any single counterparty.
Fair value transfer – We recognize transfers between levels of the fair value hierarchy as of the end of the reporting period.
Property, plant and equipment – We use the successful efforts method of accounting for oil and gas producing activities.
Property acquisition costs – Costs to acquire mineral interests in oil and natural gas properties, to drill exploratory wells in progress and those that find proved reserves and to drill development wells are capitalized. Costs to drill exploratory wells that do not find proved reserves, geological and geophysical costs and costs of carrying and retaining unproved properties are expensed. Costs incurred for exploratory wells that find reserves but cannot yet be classified as proved are capitalized if (1) the well has found a sufficient quantity of reserves to justify its completion as a producing well and (2) we are making sufficient progress assessing the reserves and the economic and operating viability of the project. The status of suspended exploratory well costs is monitored continuously and reviewed at least quarterly.
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
Depreciation, depletion and amortization – Capitalized costs to acquire oil and natural gas properties are depreciated and depleted on a units-of-production basis based on estimated proved reserves. Capitalized costs of exploratory wells and development costs are depreciated and depleted on a units-of-production basis based on estimated proved developed reserves. Support equipment and other property, plant and equipment related to oil and gas producing activities, as well as property, plant and equipment unrelated to oil and gas producing activities, are recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the assets. The table below summarizes these assets by type, useful life and the gross asset balance as of the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
Type of Asset
|
|
Range of Useful Lives
|
2020
|
|
2019
|
|
|
|
(in millions)
|
Office furniture, equipment and computer hardware
|
|
4 to 15 years
|
$
|
682
|
|
|
$
|
670
|
|
Pipelines
|
|
5 to 40 years
|
$
|
12
|
|
|
$
|
12
|
|
Plants, facilities and infrastructure
|
|
3 to 40 years
|
$
|
1,646
|
|
|
$
|
1,624
|
|
Impairments – We evaluate our oil and gas producing properties, including capitalized costs of exploratory wells and development costs, for impairment of value whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected undiscounted future cash flows from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized based on the fair value of the asset. Oil and gas producing properties are reviewed for impairment on a field-by-field basis or, in certain instances, by logical grouping of assets if there is significant shared infrastructure or contractual terms that cause economic interdependency amongst separate, discrete fields. Oil and gas producing properties deemed to be impaired are written down to their fair value, as determined by discounted future net cash flows or, if available, comparable market value. We evaluate our unproved property investment and record impairment based on time or geologic factors. Information such as drilling results, reservoir performance, seismic interpretation or future plans to develop acreage is also considered. When unproved property investments are deemed to be impaired, this amount is reported in exploration expenses in our consolidated statements of income.
Dispositions – When property, plant and equipment depreciated on an individual basis is sold or otherwise disposed of, any gains or losses are reflected in net gain (loss) on disposal of assets in our consolidated statements of income. Gains on the disposal of property, plant and equipment are recognized when earned, which is generally at the time of closing. If a loss on disposal is expected, such losses are recognized either when the assets are classified as held for sale, or are measured using a probability weighted income approach based on both the anticipated sales price and a held-for-use model depending on timing of the sale. Proceeds from the disposal of a portion of property, plant and equipment depreciated on a group basis are credited to accumulated depreciation, depletion and amortization with no immediate effect on net income until net book value is reduced to zero.
Goodwill – Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in the acquisition of a business. Such goodwill is not amortized, but rather is tested for impairment annually and when events or changes in circumstances indicate that the fair value of a reporting unit with goodwill has been reduced below carrying value. The impairment test requires allocating goodwill and other assets and liabilities to a reporting unit. The fair value of a reporting unit is determined and compared to the book value of the reporting unit. If the fair value of the reporting unit is less than the book value, including goodwill, then the recorded goodwill is impaired to its implied fair value with a charge to impairments.
Environmental costs – We provide for remediation costs and penalties when the responsibility to remediate is probable and the amount of associated costs can be reasonably estimated. The timing of remediation accruals coincides with completion of a feasibility study or the commitment to a formal plan of action. Remediation liabilities are accrued based on estimates of known environmental exposure and are discounted when the estimated amounts are reasonably fixed or reliably determinable. Environmental expenditures are capitalized only if the costs mitigate or prevent future contamination or if the costs improve the environmental safety or efficiency of the existing assets.
Asset retirement obligations – The fair value of asset retirement obligations is recognized in the period in which the obligations are incurred if a reasonable estimate of fair value can be made. Our asset retirement obligations primarily relate to the abandonment of oil and gas producing facilities. Asset retirement obligations for such facilities include costs to dismantle and relocate or dispose of production platforms, gathering systems, wells and related structures and restoration costs of land, including those leased. Estimates of these costs are developed for each property based on the type of production facilities and equipment, reservoir characteristics, depth of the reservoir, market demand for equipment, currently available procedures and consultations with construction and engineering professionals.
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
Inflation rates and credit-adjusted-risk-free interest rates are used to estimate the fair value of asset retirement obligations. Depreciation of capitalized asset retirement costs and accretion of asset retirement obligations are recorded over time. Depreciation is generally determined on a units-of-production basis based on estimated proved developed reserves for oil and gas production facilities, while accretion of the liability occurs over the useful lives of the assets.
Deferred income taxes – Deferred tax assets and liabilities, measured at enacted tax rates, are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their tax bases as reported in our filings with the respective taxing authorities. We routinely assess the realizability of our deferred tax assets based on several interrelated factors and reduce such assets by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. These factors include whether we are in a cumulative loss position in recent years, our reversal of temporary differences, and our expectation to generate sufficient future taxable income. We use the liability method in determining our provision and liabilities for our income taxes, under which current and deferred tax liabilities and assets are recorded in accordance with enacted tax laws and rates.
Stock-based compensation arrangements – The fair value of stock options is estimated on the date of grant using the Black-Scholes option pricing model. The model employs various assumptions, based on management’s best estimates at the time of grant, which impact the calculation of fair value and ultimately, the amount of expense that is recognized over the life of the stock option award. Of the required assumptions, the expected volatility of our stock price and the stock price in relation to the strike price have the most significant impact on the fair value calculation. We have utilized historical data and analyzed current information which reasonably support these assumptions.
The fair value of our restricted stock awards, restricted stock units and Director restricted stock units is determined based on the market value of our common stock on the date of grant. Restricted stock awards, restricted stock units and Director restricted stock units are removed from Treasury Stock at grant, vesting and distribution, respectively.
The fair value of our cash-settled stock-based performance units is estimated using the Monte Carlo simulation method. Since these awards are settled in cash at the end of a defined performance period, they are classified as a liability and are re-measured quarterly until settlement. The fair value of our stock-settled stock-based performance units is estimated using the Monte Carlo simulation method at grant date only. Since these awards are settled in stock, they are classified as equity.
Our stock-based compensation expense is recognized based on management’s best estimate of the awards that are expected to vest, using the straight-line attribution method for all service-based awards with a graded vesting feature. If actual forfeiture results are different than expected, adjustments to recognized compensation expense may be required in future periods.
2. Accounting Standards
Recently Adopted
Financial instruments – credit losses
In June 2016, the FASB issued a new accounting standards update that changes the impairment model for trade receivables, net investments in leases, debt securities, loans and certain other instruments. On January 1, 2020 we adopted this standard using the modified retrospective transition method through a cumulative-effect adjustment of $12 million to retained earnings as of the beginning of the adoption period. The standard requires the use of a forward-looking “expected loss” model as opposed to the “incurred loss” model used previously. See Note 9 for more information on credit losses.
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
3. Income (loss) and Dividends per Common Share
Basic income (loss) per share is based on the weighted average number of common shares outstanding. Diluted income (loss) per share assumes exercise of stock options in all periods, provided the effect is not antidilutive. The per share calculations below exclude 7 million, 6 million and 6 million stock options in 2020, 2019 and 2018 that were antidilutive.
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Year Ended December 31,
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(In millions, except per share data)
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2020
|
|
2019
|
|
2018
|
Net income (loss)
|
$
|
(1,451)
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|
|
$
|
480
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|
|
$
|
1,096
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|
|
|
|
|
|
|
Weighted average common shares outstanding
|
792
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|
|
810
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|
|
846
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Effect of dilutive securities
|
—
|
|
|
—
|
|
|
1
|
|
Weighted average common shares, diluted
|
792
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|
|
810
|
|
|
847
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|
Net income (loss) per share:
|
|
|
|
|
|
Basic
|
$
|
(1.83)
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|
|
$
|
0.59
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|
|
$
|
1.30
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Diluted
|
$
|
(1.83)
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|
|
$
|
0.59
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|
|
$
|
1.29
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|
Dividends per share
|
$
|
0.08
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|
|
$
|
0.20
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|
|
$
|
0.20
|
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4. Acquisitions
United States Segment
In the fourth quarter of 2019, we acquired approximately 40,000 net acres in a Texas Delaware oil play in West Texas from multiple sellers for $106 million. We accounted for these transactions as an asset acquisition, allocating the purchase price to unproved property within property, plant and equipment.
During the fourth quarter of 2019, we acquired a 100% working interest in approximately 18,000 net acres in the Eagle Ford from Rocky Creek Resources, LLC and RCR Midstream, LLC for $191 million in cash, subject to post-closing adjustments. We accounted for this transaction as a business combination, with the entire purchase price allocated between proved property, unproved property and other assets, all within property, plant and equipment.
The fair values of the assets acquired were measured using the market approach, specifically the market comparable technique. The fair values were based on market-corroborated inputs, which were derived from observable market data; such inputs represent Level 2 inputs. As the acquisition date was December 31, 2019, there is not a pro forma effect of this transaction on our consolidated statement of income.
5. Dispositions
United States Segment
In the third quarter of 2018, we closed on the sale of non-core, non-operated conventional properties, primarily in the Gulf of Mexico, for combined net proceeds of $16 million, before closing adjustments. A pre-tax gain of $32 million was recognized in the third quarter of 2018.
International Segment
On July 1, 2019, we closed on the sale of our U.K. business (Marathon Oil U.K. LLC and Marathon Oil West of Shetlands Limited) for proceeds of $95 million which reflects the assumption by RockRose Energy PLC (“RockRose”) of the U.K. business’ cash equivalent balance and working capital balance as of year-end 2018. During the third quarter of 2019, we recorded a $6 million liability and corresponding expense related to the estimated fair value of our exposure to surety bonds we continued to hold that guaranteed decommissioning liabilities of Marathon Oil U.K. LLC. In November 2019, RockRose posted replacement security and accordingly, we reversed the aforementioned $6 million (see Note 26 for further detail). Income before taxes relating to our U.K. business for the year ended December 31, 2019 and 2018, was $33 million and $261 million, respectively. See Note 13 and Note 20 for additional details on U.K. ARO and the defined benefit pension plan as it relates to this disposition.
In the second quarter of 2019, we closed on the sale of our 15% non-operated interest in the Atrush block in Kurdistan for proceeds of $63 million, before closing adjustments.
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
In the first quarter of 2018, we closed on the sale of our subsidiary, Marathon Oil Libya Limited, which held our 16.33% non-operated interest in the Waha concessions in Libya, to a subsidiary of Total S.A. (Elf Aquitaine SAS) for proceeds of approximately $450 million, excluding closing adjustments, and recognized a pre-tax gain of $255 million.
6. Revenues
The majority of our revenues are derived from the sale of crude oil and condensate, NGLs and natural gas under spot and term agreements with our customers in the United States and various international locations.
As of December 31, 2020 and December 31, 2019, receivables from contracts with customers, included in receivables, less reserves were $572 million and $837 million, respectively.
The following tables present our revenues from contracts with customers disaggregated by product type and geographic areas.
United States
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Year Ended December 31, 2020
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(In millions)
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Eagle Ford
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Bakken
|
|
Oklahoma
|
|
Northern Delaware
|
|
Other U.S.
|
|
Total
|
Crude oil and condensate
|
$
|
830
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|
|
$
|
984
|
|
|
$
|
235
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|
|
$
|
204
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|
|
$
|
69
|
|
|
$
|
2,322
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|
Natural gas liquids
|
74
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|
|
54
|
|
|
89
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|
|
20
|
|
|
6
|
|
|
243
|
|
Natural gas
|
86
|
|
|
34
|
|
|
127
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|
|
18
|
|
|
10
|
|
|
275
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|
Other
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|
84
|
|
Revenues from contracts with customers
|
$
|
996
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|
|
$
|
1,072
|
|
|
$
|
451
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|
|
$
|
242
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|
|
$
|
163
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|
|
$
|
2,924
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|
|
|
|
|
|
|
|
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|
|
|
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|
|
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|
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Year Ended December 31, 2019
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(In millions)
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Eagle Ford
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Bakken
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|
Oklahoma
|
|
Northern Delaware
|
|
Other U.S.
|
|
Total
|
Crude oil and condensate
|
$
|
1,358
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|
|
$
|
1,686
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|
|
$
|
425
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|
|
$
|
316
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|
|
$
|
102
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|
|
$
|
3,887
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Natural gas liquids
|
114
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|
|
46
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|
|
116
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|
|
26
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|
|
5
|
|
|
307
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|
Natural gas
|
121
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|
|
39
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|
|
156
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|
|
16
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|
|
17
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|
|
349
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|
Other
|
7
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|
|
—
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|
|
—
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|
|
—
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|
|
52
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|
|
59
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|
Revenues from contracts with customers
|
$
|
1,600
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|
|
$
|
1,771
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|
|
$
|
697
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|
|
$
|
358
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|
|
$
|
176
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|
|
$
|
4,602
|
|
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
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Year Ended December 31, 2018
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(In millions)
|
Eagle Ford
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Bakken
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|
Oklahoma
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|
Northern Delaware
|
|
Other U.S.
|
|
Total
|
Crude oil and condensate
|
$
|
1,554
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|
|
$
|
1,568
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|
|
$
|
426
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|
|
$
|
235
|
|
|
$
|
164
|
|
|
$
|
3,947
|
|
Natural gas liquids
|
205
|
|
|
62
|
|
|
181
|
|
|
38
|
|
|
9
|
|
|
495
|
|
Natural gas
|
145
|
|
|
38
|
|
|
184
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|
|
20
|
|
|
26
|
|
|
413
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|
Other
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
31
|
|
Revenues from contracts with customers
|
$
|
1,912
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|
|
$
|
1,668
|
|
|
$
|
791
|
|
|
$
|
293
|
|
|
$
|
222
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|
|
$
|
4,886
|
|
International
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2020
|
|
|
|
|
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(In millions)
|
E.G.
|
|
|
|
|
|
Crude oil and condensate
|
$
|
140
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|
|
|
|
|
|
Natural gas liquids
|
4
|
|
|
|
|
|
|
Natural gas
|
29
|
|
|
|
|
|
|
Other
|
—
|
|
|
|
|
|
|
Revenues from contracts with customers
|
$
|
173
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|
|
|
|
|
|
|
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Year Ended December 31, 2019
|
(In millions)
|
E.G.
|
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U.K.
|
|
|
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Other International
|
|
Total
|
Crude oil and condensate
|
$
|
271
|
|
|
$
|
107
|
|
|
|
|
$
|
20
|
|
|
$
|
398
|
|
Natural gas liquids
|
4
|
|
|
1
|
|
|
|
|
—
|
|
|
5
|
|
Natural gas
|
32
|
|
|
12
|
|
|
|
|
—
|
|
|
44
|
|
Other
|
—
|
|
|
14
|
|
|
|
|
—
|
|
|
14
|
|
Revenues from contracts with customers
|
$
|
307
|
|
|
$
|
134
|
|
|
|
|
$
|
20
|
|
|
$
|
461
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|
|
|
|
|
|
|
|
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|
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Year Ended December 31, 2018
|
(In millions)
|
E.G.
|
|
U.K.
|
|
Libya
|
|
Other International
|
|
Total
|
Crude oil and condensate
|
$
|
342
|
|
|
$
|
282
|
|
|
$
|
187
|
|
|
$
|
77
|
|
|
$
|
888
|
|
Natural gas liquids
|
4
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
9
|
|
Natural gas
|
37
|
|
|
40
|
|
|
9
|
|
|
—
|
|
|
86
|
|
Other
|
1
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
33
|
|
Revenues from contracts with customers
|
$
|
384
|
|
|
$
|
359
|
|
|
$
|
196
|
|
|
$
|
77
|
|
|
$
|
1,016
|
|
In 2020, sales to Marathon Petroleum Corporation and Koch Resources LLC and each of their respective affiliates, accounted for approximately 13% and 12%, respectively, of our total revenues. In 2019, sales to Marathon Petroleum Corporation, Koch Resources LLC, Valero Marketing and Supply and Shell Trading and their respective affiliates, accounted for approximately 13%, 13%, 11% and 10%, respectively, of our total revenues. In 2018, sales to Valero Marketing and Supply and Koch Resources LLC and their respective affiliates, each accounted for approximately 11% of our total revenues.
The pricing in our hydrocarbon sales agreements are variable, determined using various published benchmarks which are adjusted for negotiated quality and location differentials. As a result, revenue collected under our agreements with customers is highly dependent on the market conditions and may fluctuate considerably as the hydrocarbon market prices rise or fall. Typically, our customers pay us monthly, within a short period of time after we deliver the hydrocarbon products. As such, we do not have any financing element associated with our contracts. We do not have any issues related to returns or refunds, as product specifications are standardized for the industry and are typically measured when transferred to a common carrier or midstream entity, and other contractual mechanisms (e.g., price adjustments) are used when products do not meet those specifications.
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
In limited cases, we may also collect advance payments from customers as stipulated in our agreements; payments in excess of recognized revenue are recorded as contract liabilities on our consolidated balance sheet.
Under our hydrocarbon sales agreements, the entire consideration amount is variable either due to pricing and/or volumes. We recognize revenue in the amount of variable consideration allocated to distinct units of hydrocarbons transferred to a customer. Such allocation reflects the amount of total consideration we expect to collect for completed deliveries of hydrocarbons and the terms of variable payment relate specifically to our efforts to satisfy the performance obligations under these contracts. Our performance obligations under our hydrocarbon sales agreements are to deliver either the entire production from the dedicated wells or specified contractual volumes of hydrocarbons.
We often serve as the operator for jointly owned oil and gas properties. As part of this role, we perform activities to explore, develop and produce oil and gas properties in accordance with the joint operating arrangements. Other working interest owners reimburse us for costs incurred based on our agreements. We determined that these activities are not performed as part of customer relationships and such reimbursements will continue to not be recorded as revenues within the scope of the revenue accounting standard.
In addition, we commonly market the share of production belonging to other working interest owners as the operator of jointly owned oil and gas properties. We concluded that those marketing activities are carried out as part of the collaborative arrangement. Therefore, we act as a principal only in regards to the sale of our share of production and recognize revenue for the volumes associated with our net production.
Crude oil and condensate
For the crude sales agreements, we satisfy our performance obligations and recognize revenue once customers take control of the crude at the designated delivery points, which include pipelines, trucks or vessels.
Natural gas and NGLs
When selling natural gas and NGLs, we engage midstream entities to process our production stream by separating natural gas from the NGLs. Frequently, these midstream entities also purchase our natural gas and NGLs under the same agreements. In these situations, we determined the performance obligation is complete and satisfied at the tailgate of the processing plant when the natural gas and NGLs become identifiable and measurable products. We determined the plant tailgate is the point in time where control is transferred to midstream entities and they are entitled to significant risks and rewards of ownership of the natural gas and NGLs.
The amounts due to midstream entities for gathering and processing services are recognized as shipping and handling cost, since we make those payments in exchange for distinct services. Under some of our natural gas processing agreements, we have an option to take the processed natural gas and NGLs in-kind and sell to customers other than the processing company. In those circumstances, our performance obligations are complete after delivering the processed hydrocarbons to the customer at the designated delivery points, which may be the tailgate of the processing plant or an alternative delivery point requested by the customer.
We have “percentage-of-proceeds” arrangements with some midstream entities where they retain a percentage of the proceeds collected for selling our processed natural gas and NGLs as compensation for their processing and marketing services. We recognize revenue for the gross sales volumes and recognize the proceeds retained by midstream companies as shipping and handling cost.
7. Segment Information
We have two reportable operating segments. Both of these segments are organized and managed based upon geographic location and the nature of the products and services offered.
•United States (“U.S.”) – explores for, produces and markets crude oil and condensate, NGLs and natural gas in the United States
•International (“Int’l”) – explores for, produces and markets crude oil and condensate, NGLs and natural gas outside of the United States as well as produces and markets products manufactured from natural gas, such as LNG and methanol, in E.G.
Segment income represents income which excludes certain items not allocated to our operating segments, net of income taxes. A portion of our corporate and operations general and administrative support costs are not allocated to the operating segments. These unallocated costs primarily consist of employment costs (including pension effects), professional services, facilities and other costs associated with corporate and operations support activities. Additionally, items which affect
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
comparability such as: gains or losses on dispositions, impairments of proved and certain unproved properties, goodwill and equity method investments, certain exploration expenses relating to a strategic decision to exit conventional exploration, unrealized gains or losses on commodity and interest rate derivative instruments, effects of pension settlements and curtailments, or other items (as determined by the CODM) are not allocated to operating segments.
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|
|
Year Ended December 31, 2020
|
(In millions)
|
U.S.
|
|
Int’l
|
|
Not Allocated to Segments
|
|
Total
|
Revenues from contracts with customers
|
$
|
2,924
|
|
|
$
|
173
|
|
|
$
|
—
|
|
|
$
|
3,097
|
|
Net gain (loss) on commodity derivatives
|
143
|
|
|
—
|
|
|
(27)
|
|
(b)
|
116
|
|
Income (loss) from equity method investments
|
—
|
|
|
10
|
|
|
(171)
|
|
(c)
|
(161)
|
|
Net gain on disposal of assets
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
Other income
|
15
|
|
|
7
|
|
|
3
|
|
|
25
|
|
Less costs and expenses:
|
|
|
|
|
|
|
|
Production
|
494
|
|
|
59
|
|
|
2
|
|
|
555
|
|
Shipping, handling and other operating
|
534
|
|
|
8
|
|
|
54
|
|
|
596
|
|
Exploration
|
97
|
|
|
—
|
|
|
84
|
|
(d)
|
181
|
|
Depreciation, depletion and amortization
|
2,211
|
|
|
82
|
|
|
23
|
|
|
2,316
|
|
Impairments
|
—
|
|
|
—
|
|
|
144
|
|
(e)
|
144
|
|
Taxes other than income
|
193
|
|
|
—
|
|
|
7
|
|
|
200
|
|
General and administrative
|
115
|
|
|
14
|
|
|
145
|
|
(f)
|
274
|
|
Net interest and other
|
—
|
|
|
—
|
|
|
256
|
|
|
256
|
|
Other net periodic benefit costs
|
—
|
|
|
—
|
|
|
1
|
|
(g)
|
1
|
|
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
28
|
|
|
28
|
|
Income tax benefit
|
(9)
|
|
|
(3)
|
|
|
(2)
|
|
|
(14)
|
|
Segment income (loss)
|
$
|
(553)
|
|
|
$
|
30
|
|
|
$
|
(928)
|
|
|
$
|
(1,451)
|
|
Total assets
|
$
|
16,063
|
|
|
$
|
1,081
|
|
|
$
|
812
|
|
|
$
|
17,956
|
|
Capital expenditures(a)
|
$
|
1,137
|
|
|
$
|
1
|
|
|
$
|
13
|
|
|
$
|
1,151
|
|
(a)Includes accruals and excludes acquisitions.
(b)Unrealized loss on commodity derivative instruments (See Note 16).
(c)Partial impairment of investment in equity method investee (See Note 24).
(d)Primarily related to unproved property impairments of non-core acreage in our United States segment.
(e)Includes the full impairment of the International reporting unit goodwill of $95 million (See Note 15) and proved property impairments of $49 million related to a damaged well in our United States segment.
(f)Includes severance expenses associated with workforce reductions of $17 million.
(g)Includes pension settlement loss of $30 million and pension curtailment gain of $17 million (See Note 20).
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2019
|
(In millions)
|
U.S.
|
|
Int’l
|
|
Not Allocated to Segments
|
|
Total
|
Revenues from contracts with customers
|
$
|
4,602
|
|
|
$
|
461
|
|
|
$
|
—
|
|
|
$
|
5,063
|
|
Net gain (loss) on commodity derivatives
|
52
|
|
|
—
|
|
|
(124)
|
|
(b)
|
(72)
|
|
Income from equity method investments
|
—
|
|
|
87
|
|
|
—
|
|
|
87
|
|
Net gain on disposal of assets
|
—
|
|
|
—
|
|
|
50
|
|
(c)
|
50
|
|
Other income
|
13
|
|
|
9
|
|
|
40
|
|
|
62
|
|
Less costs and expenses:
|
|
|
|
|
|
|
|
Production
|
588
|
|
|
126
|
|
|
(2)
|
|
|
712
|
|
Shipping, handling and other operating
|
561
|
|
|
26
|
|
|
18
|
|
|
605
|
|
Exploration
|
149
|
|
|
—
|
|
|
—
|
|
|
149
|
|
Depreciation, depletion and amortization
|
2,250
|
|
|
121
|
|
|
26
|
|
|
2,397
|
|
Impairments
|
—
|
|
|
—
|
|
|
24
|
|
(d)
|
24
|
|
Taxes other than income
|
311
|
|
|
—
|
|
|
—
|
|
|
311
|
|
General and administrative
|
127
|
|
|
25
|
|
|
204
|
|
|
356
|
|
Net interest and other
|
—
|
|
|
—
|
|
|
244
|
|
|
244
|
|
Other net periodic benefit credit
|
—
|
|
|
(3)
|
|
|
—
|
|
(e)
|
(3)
|
|
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
Income tax provision (benefit)
|
6
|
|
|
29
|
|
|
(123)
|
|
|
(88)
|
|
Segment income (loss)
|
$
|
675
|
|
|
$
|
233
|
|
|
$
|
(428)
|
|
|
$
|
480
|
|
Total assets
|
$
|
17,781
|
|
|
$
|
1,530
|
|
|
$
|
934
|
|
|
$
|
20,245
|
|
Capital expenditures(a)
|
$
|
2,550
|
|
|
$
|
16
|
|
|
$
|
25
|
|
|
$
|
2,591
|
|
(a)Includes accruals and excludes acquisitions.
(b)Unrealized loss on commodity derivative instruments (See Note 16).
(c)Primarily related to the sale of our working interest in the Droshky field (Gulf of Mexico) and the sale of our U.K. business (See Note 5).
(d)Primarily a result of anticipated sales of non-core proved properties in our International and United States segments (See Note 12).
(e)Includes pension settlement loss of $12 million (See Note 20).
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2018
|
(In millions)
|
U.S.
|
|
Int’l
|
|
Not Allocated to Segments
|
|
Total
|
Revenues from contracts with customers
|
$
|
4,886
|
|
|
$
|
1,016
|
|
|
$
|
—
|
|
|
$
|
5,902
|
|
Net gain (loss) on commodity derivatives
|
(281)
|
|
|
—
|
|
|
267
|
|
(b)
|
(14)
|
|
Income from equity method investments
|
—
|
|
|
225
|
|
|
—
|
|
|
225
|
|
Net gain on disposal of assets
|
—
|
|
|
—
|
|
|
319
|
|
(c)
|
319
|
|
Other income
|
16
|
|
|
12
|
|
|
122
|
|
(d)
|
150
|
|
Less costs and expenses:
|
|
|
|
|
|
|
|
Production
|
625
|
|
|
215
|
|
|
2
|
|
|
842
|
|
Shipping, handling and other operating
|
499
|
|
|
70
|
|
|
6
|
|
|
575
|
|
Exploration
|
246
|
|
|
3
|
|
|
40
|
|
(e)
|
289
|
|
Depreciation, depletion and amortization
|
2,217
|
|
|
197
|
|
|
27
|
|
|
2,441
|
|
Impairments
|
—
|
|
|
—
|
|
|
75
|
|
(f)
|
75
|
|
Taxes other than income
|
301
|
|
|
—
|
|
|
(2)
|
|
|
299
|
|
General and administrative
|
146
|
|
|
32
|
|
|
216
|
|
|
394
|
|
Net interest and other
|
—
|
|
|
—
|
|
|
226
|
|
|
226
|
|
Other net periodic benefit (costs) credits
|
—
|
|
|
(9)
|
|
|
23
|
|
(g)
|
14
|
|
Income tax provision (benefit)
|
(21)
|
|
|
272
|
|
|
80
|
|
|
331
|
|
Segment income
|
$
|
608
|
|
|
$
|
473
|
|
|
$
|
15
|
|
|
$
|
1,096
|
|
Total assets
|
$
|
17,321
|
|
|
$
|
2,083
|
|
|
$
|
1,917
|
|
|
$
|
21,321
|
|
Capital expenditures(a)
|
$
|
2,620
|
|
|
$
|
39
|
|
|
$
|
26
|
|
|
$
|
2,685
|
|
(a)Includes accruals and excludes acquisitions.
(b)Unrealized gain on commodity derivative instruments (See Note 16).
(c)Primarily related to the gain on sale of our Libya subsidiary (See Note 5).
(d)Primarily a reduction of asset retirement obligations in our International segment (See Note 13).
(e)Primarily related to dry well expense and unproved property impairments associated with the Rodo well in Alba Block Sub Area B, offshore E.G. (See Note 12).
(f)Due to the anticipated sales of certain non-core proved properties in our International and United States segments (See Note 12).
(g)Includes pension settlement loss of $21 million (See Note 20).
The following summarizes property, plant and equipment and equity method investments.
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(In millions)
|
2020
|
|
2019
|
United States
|
$
|
15,224
|
|
|
$
|
16,507
|
|
Equatorial Guinea
|
861
|
|
|
1,156
|
|
Total long-lived assets
|
$
|
16,085
|
|
|
$
|
17,663
|
|
8. Income Taxes
Income (loss) before income taxes were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(In millions)
|
|
2020
|
|
2019
|
|
2018
|
United States
|
|
$
|
(1,319)
|
|
|
$
|
43
|
|
|
$
|
642
|
|
Foreign
|
|
(146)
|
|
|
349
|
|
|
785
|
|
Total
|
|
$
|
(1,465)
|
|
|
$
|
392
|
|
|
$
|
1,427
|
|
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
Income tax provisions (benefits) were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
(In millions)
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
Federal
|
$
|
(5)
|
|
|
$
|
—
|
|
|
$
|
(5)
|
|
|
$
|
(116)
|
|
|
$
|
(3)
|
|
|
$
|
(119)
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
6
|
|
State and local
|
(2)
|
|
|
(8)
|
|
|
(10)
|
|
|
4
|
|
|
3
|
|
|
7
|
|
|
(1)
|
|
|
(23)
|
|
|
(24)
|
|
Foreign
|
15
|
|
|
(14)
|
|
|
1
|
|
|
58
|
|
|
(34)
|
|
|
24
|
|
|
274
|
|
|
75
|
|
|
349
|
|
Total
|
$
|
8
|
|
|
$
|
(22)
|
|
|
$
|
(14)
|
|
|
$
|
(54)
|
|
|
$
|
(34)
|
|
|
$
|
(88)
|
|
|
$
|
279
|
|
|
$
|
52
|
|
|
$
|
331
|
|
A reconciliation of the federal statutory income tax rate applied to income (loss) before income taxes to the provision (benefit) for income taxes follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(In millions)
|
|
2020
|
|
2019
|
|
2018
|
Total pre-tax income (loss)
|
|
$
|
(1,465)
|
|
|
$
|
392
|
|
|
$
|
1,427
|
|
Total income tax expense (benefit)
|
|
$
|
(14)
|
|
|
$
|
(88)
|
|
|
$
|
331
|
|
Effective income tax rate
|
|
1
|
%
|
|
(22)
|
%
|
|
23
|
%
|
|
|
|
|
|
|
|
Income taxes at the statutory tax rate(a)
|
|
$
|
(308)
|
|
|
$
|
83
|
|
|
$
|
300
|
|
Effects of foreign operations
|
|
23
|
|
|
(29)
|
|
|
214
|
|
Adjustments to valuation allowances
|
|
239
|
|
|
(28)
|
|
|
(177)
|
|
State income taxes, net of federal benefit
|
|
6
|
|
|
11
|
|
|
(17)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other federal tax effects
|
|
26
|
|
|
(125)
|
|
|
11
|
|
Income tax expense (benefit)
|
|
$
|
(14)
|
|
|
$
|
(88)
|
|
|
$
|
331
|
|
(a)Includes income tax benefits primarily related to our U.S. federal income taxes where we have maintained a full valuation allowance since December 2016.
The effective income tax rate is influenced by a variety of factors including the geographic and functional sources of income and the relative magnitude of these sources of income. The difference between the total provision and the sum of the amounts allocated to segments is reported in the “Not Allocated to Segments” column of the tables in Note 7.
Effects of foreign operations – The effects of foreign operations increased our tax expense in 2020 largely due to book losses in foreign jurisdictions with no corresponding tax benefits. The effects of foreign operations decreased our tax expense in 2019 due to tax benefits related to our U.K. operations and pre-tax income in jurisdictions with effective tax rates lower than the U.S. The effects of foreign operations increased our tax expense in 2018 due to the mix of pre-tax income between high and low tax jurisdictions, including Libya where the tax rate was 93.5%. Excluding Libya, the effective tax rate would have been an expense of 14% in 2018. As a result of the sale of our Libya subsidiary in the first quarter of 2018, we do not expect to incur further tax expense related to Libya.
Adjustments to valuation allowances – Since December 31, 2016, we have maintained a full valuation allowance on our net federal deferred tax assets. In all years, the most significant driver for the change in valuation allowance was due to current year activity in the U.S.
Other federal tax effects – In 2020, the increase to other federal tax effects is largely related to non-deductible goodwill impairment. The 2019 decrease in other federal tax effects is primarily related to the settlement of the 2010-2011 U.S. Federal Tax Audit (“IRS Audit”) in the first quarter of 2019. The release of the accrued tax positions resulted in a $126 million tax benefit, primarily related to AMT credits.
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
Deferred tax assets and liabilities resulted from the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(In millions)
|
2020
|
|
2019
|
Deferred tax assets:
|
|
|
|
Employee benefits
|
$
|
77
|
|
|
$
|
90
|
|
Operating loss carryforwards
|
1,966
|
|
|
1,685
|
|
Capital loss carryforwards
|
—
|
|
|
1
|
|
Foreign tax credits
|
611
|
|
|
611
|
|
|
|
|
|
|
|
|
|
Other
|
43
|
|
|
27
|
|
Subtotal
|
2,697
|
|
|
2,414
|
|
|
|
|
|
Valuation allowance
|
(948)
|
|
|
(699)
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
1,749
|
|
|
1,715
|
|
Deferred tax liabilities:
|
|
|
|
Property, plant and equipment
|
1,892
|
|
|
1,861
|
|
|
|
|
|
|
|
|
|
Accrued revenue
|
20
|
|
|
40
|
|
|
|
|
|
Total deferred tax liabilities
|
1,912
|
|
|
1,901
|
|
Net deferred tax liabilities
|
$
|
163
|
|
|
$
|
186
|
|
Net deferred tax assets
|
$
|
—
|
|
|
$
|
—
|
|
Operating loss carryforwards – At December 31, 2020, we have a gross deferred tax asset related to our operating loss carryforwards of $2.0 billion, before valuation allowance. Deferred tax assets on U.S. operating loss carryforwards relating to tax years beginning prior to January 1, 2018, include $655 million that expire in 2035 - 2037. Deferred tax assets on U.S. operating loss carryforwards for tax years beginning after December 31, 2017, include $1.1 billion which can be carried forward indefinitely. Deferred tax assets on foreign operating loss carryforwards include $14 million that begin to expire in 2021. Deferred tax assets on state operating loss carryforwards of $184 million expire in 2021 through 2039.
Foreign tax credits – At December 31, 2020, we reflect foreign tax credits of $611 million, which will expire in years 2022 through 2026.
Valuation allowances – At December 31, 2020, we reflect a valuation allowance in our consolidated balance sheet of $948 million against our net deferred tax assets in various jurisdictions in which we operate. The increase in valuation allowance primarily relates to current year activity in the U.S.
Property, plant and equipment – At December 31, 2020, we reflected a deferred tax liability of $1.9 billion. The increase primarily relates to current year activity in the U.S.
Net deferred tax assets and liabilities were classified in the consolidated balance sheets as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(In millions)
|
2020
|
|
2019
|
Assets:
|
|
|
|
|
|
|
|
Other noncurrent assets
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
Noncurrent deferred tax liabilities
|
163
|
|
|
186
|
|
Net deferred tax liabilities
|
$
|
163
|
|
|
$
|
186
|
|
Net deferred tax assets
|
$
|
—
|
|
|
$
|
—
|
|
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
We are routinely undergoing examinations in the jurisdictions in which we operate. As of December 31, 2020, our income tax returns remain subject to examination in the following major tax jurisdictions for the tax years indicated:
|
|
|
|
|
|
United States(a)
|
2008 - 2019
|
|
|
Equatorial Guinea
|
2007 - 2019
|
|
|
(a)Includes federal and state jurisdictions.
The following table summarizes the activity in unrecognized tax benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
2020
|
|
2019
|
|
2018
|
Beginning balance
|
$
|
13
|
|
|
$
|
263
|
|
|
$
|
126
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions for tax positions of prior years
|
—
|
|
|
13
|
|
|
152
|
|
Reductions for tax positions of prior years
|
(5)
|
|
|
(152)
|
|
|
(15)
|
|
Settlements
|
—
|
|
|
(111)
|
|
|
—
|
|
|
|
|
|
|
|
Ending balance
|
$
|
8
|
|
|
$
|
13
|
|
|
$
|
263
|
|
If the unrecognized tax benefits as of December 31, 2020 were recognized, $8 million would affect our effective income tax rate. As of December 31, 2020, we do not expect uncertain tax positions to significantly change within the next twelve months. During the first quarter of 2019, we withdrew our appeal related to the Brae area decommissioning costs in the U.K., thus the uncertain tax positions previously established are now considered effectively settled with no tax expense or benefit impact. Also, in the first quarter of 2019, we settled the 2010-2011 IRS Audit, resulting in a tax benefit of $126 million.
Interest and penalties are recorded as part of the tax provision and were a $2 million tax benefit in 2020 and a $6 million and $2 million tax expense in 2019 and 2018 related to unrecognized tax benefits. As of December 31, 2020, we had no significant accrued interest or penalties related to income taxes. For December 31, 2019, $3 million of interest and penalties were accrued related to income taxes.
In the third quarter of 2020, we received an $89 million cash refund related to alternative minimum tax credits and interest. This refund was accelerated as a result of the enactment of the Coronavirus Aid, Relief, and Economic Security Act, commonly referred to as the CARES Act, in the first quarter of 2020.
9. Credit Losses
The majority of our receivables are from purchasers of commodities or joint interest owners in properties we operate, both of which are recorded at estimated or invoiced amounts and do not bear interest. The majority of these receivables have payment terms of 30 days or less. At the end of each reporting period, we assess the collectability of our receivables and estimate the expected credit losses using historical data, current market conditions and reasonable and supportable forecasts of future economic conditions.
We are exposed to credit losses through the receivables generated from sales of crude oil, NGLs and natural gas to our customers. When dealing with the commodity purchasers, we conduct a credit review to assess each counterparty’s ability to pay. The credit review considers our expected billing exposure, timing for payment and the counterparty’s established credit rating with the rating agencies or our internal assessment of the counterparty’s creditworthiness based on our analysis of their financial statements. Our evaluation also considers contract terms and other factors, such as country and/or political risk. A credit limit is established for each counterparty based on the outcome of this review. We may require a bank letter of credit or a prepayment to mitigate credit risk. We monitor our ongoing credit exposure through active review of counterparty balances against contract terms and due dates. The expected credit losses related to receivables with the commodity purchasers were determined using the weighted average probability of default method. We also collect revenues from our non-operated joint properties where other oil and gas exploration and production companies operate the properties and market our share of production and remit payments to us. The current expected credit losses related to these receivables were determined using the loss rate method applied to aging pools.
We are exposed to credit losses from joint interest billings to other joint interest owners for properties we operate. For this group of receivables, the expected credit losses are determined using the loss rate method applied to aging pools. Our counterparties in this group include numerous large, mid-size and small oil and gas exploration and production companies. Although we may have the ability to withhold future revenue disbursements to recover any non-payment of joint interest billings or require a prepayment of future costs through cash calls, our credit loss exposure with this group is more significant due to inherent ownership or billing adjustments. Also, some of our counterparties may experience liquidity problems and may not be able to meet their financial obligations to us. Liquidity problems may increase in the future if hydrocarbon demand and/
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
or prices don’t materially increase from 2020 levels. Our current-period provision reflects the anticipated effects caused by the market deterioration in 2020.
Changes in the allowance for doubtful accounts balance for the year were as follows:
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
|
December 31, 2020
|
Beginning balance as of January 1
|
|
|
$
|
11
|
|
Cumulative-effect adjustment
|
|
|
12
|
|
Current period provision(a)
|
|
|
22
|
|
Current period write offs
|
|
|
(13)
|
|
Recoveries of amounts previously reserved
|
|
|
(10)
|
|
Ending balance as of December 31
|
|
|
$
|
22
|
|
(a)For the year ended December 31, 2020, the current period provision increased by $12 million in trade receivables and $10 million in joint interest receivables.
10. Inventories
Crude oil and natural gas are recorded at weighted average cost and carried at the lower of cost or net realizable value. Supplies and other items consist principally of tubular goods and equipment which are valued at weighted average cost and reviewed periodically for obsolescence or impairment when market conditions indicate. The continued volatility and future decline in crude oil and natural gas prices could affect the value of our inventories and result in future impairments.
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(In millions)
|
2020
|
|
2019
|
Crude oil and natural gas
|
$
|
10
|
|
|
$
|
10
|
|
Supplies and other items
|
66
|
|
|
62
|
|
Inventories
|
$
|
76
|
|
|
$
|
72
|
|
11. Property, Plant and Equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(In millions)
|
2020
|
|
2019
|
United States
|
$
|
15,156
|
|
|
$
|
16,427
|
|
International
|
414
|
|
|
493
|
|
Not allocated to segments
|
68
|
|
|
80
|
|
Net property, plant and equipment
|
$
|
15,638
|
|
|
$
|
17,000
|
|
Changes in our capitalized exploratory well costs were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(In millions)
|
2020
|
|
2019
|
|
2018
|
Beginning balance as of January 1
|
$
|
278
|
|
|
$
|
297
|
|
|
$
|
295
|
|
Additions
|
97
|
|
|
218
|
|
|
262
|
|
Charges to expense(a)
|
(1)
|
|
|
(5)
|
|
|
(35)
|
|
Transfers to development
|
(164)
|
|
|
(230)
|
|
|
(197)
|
|
Dispositions(b)
|
—
|
|
|
(2)
|
|
|
(28)
|
|
Ending balance as of December 31
|
$
|
210
|
|
|
$
|
278
|
|
|
$
|
297
|
|
(a)2018 includes $32 million related to the Rodo well in Alba Block Sub Area B (See Note 12).
(b)2018 includes the sale of our Libya subsidiary.
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
At December 31, 2020, we had $98 million of exploratory well costs capitalized greater than one year related to suspended wells. Management believes these wells exhibit sufficient quantities of hydrocarbons to justify potential development. The vast majority of the suspended wells require completion activities and installation of infrastructure in order to classify the reserves as proved. At December 31, 2019 and 2018 we had $30 million and $6 million of exploratory well costs capitalized greater than one year.
12. Impairments
During the first quarter of 2020, a global pandemic caused a substantial deterioration in the worldwide demand of hydrocarbons. The decreased demand, when coupled with an oversupplied market, caused a corresponding deterioration in hydrocarbon prices. We reviewed our long-lived assets for indicators of impairment during the first quarter by conducting a sensitivity analysis of the most impactful inputs to their undiscounted cash flows, including commodity prices, capital spend and reductions in production volumes to correspond with lower capital spending. Our review concluded that the carrying amounts of our long-lived assets are recoverable; however, further deterioration or a more sustained decline of commodity prices may result in impairment charges in future periods.
We also reviewed our equity method investments for indicators of impairment. Equity method investments are assessed for impairment whenever changes in the facts and circumstances indicate a loss in value may have occurred. When a loss in value occurs that is deemed other than temporary, the carrying value of the equity method investment is written down to fair value. During the second and third quarters of 2020, we recognized impairments related to one of our EG Holdings equity method investments, as noted in the tables and further described below.
The following table summarizes impairment charges of proved properties, goodwill and equity method investments and their corresponding fair values.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
(In millions)
|
Fair Value
|
|
Impairment
|
|
Fair Value
|
|
Impairment
|
|
Fair Value
|
|
Impairment
|
Long-lived assets held for use
|
$
|
—
|
|
|
$
|
49
|
|
|
$
|
56
|
|
|
$
|
24
|
|
|
$
|
113
|
|
|
$
|
75
|
|
Goodwill
|
$
|
—
|
|
|
$
|
95
|
|
|
N/A
|
|
$
|
—
|
|
|
N/A
|
|
$
|
—
|
|
Equity method investment
|
$
|
119
|
|
|
$
|
171
|
|
|
N/A
|
|
$
|
—
|
|
|
N/A
|
|
$
|
—
|
|
•2020 – Impairments totaling $49 million of long-lived assets held for use resulted from a damaged, unsalvageable well and related equipment in the Louisiana Austin Chalk. The related fair value was measured based on the salvage value which resulted in a Level 3 classification.
We impaired the entire balance of our goodwill in the International reporting unit totaling $95 million of goodwill. See Note 15 for further information.
Impairments also include charges recognized for our equity method investments of $171 million. During the second and third quarters of 2020, the continuation of the depressed commodity prices, along with a reduction of our long-term price forecasts of a gas index in which one of our equity method investees transacts, caused us to perform a review of one of our equity method investments. Our review concluded that a loss of our investment value in one was other than temporary and we recorded an impairment. Our remaining investments in equity method investees did not experience losses in value that caused the fair values to be below their carrying values.
We estimated the fair value of our equity method investment using an income approach, specifically utilizing a discounted cash flow analysis. The estimated fair value was based on significant inputs not observable in the market, such as the amount of gas processed by the plant, future commodity prices, forecasted operating expenses, discount rate and estimated cash returned to shareholders. Collectively, these inputs represent Level 3 measurements.
The impairments of our equity method investments were recognized in income (loss) from equity method investments in our consolidated statements of income. The impairments caused us to incur a basis differential between the net book value of our investment and the amount of our underlying share of equity in the investee’s net assets. The amount of this basis differential was $140 million and is being accreted into income over the remaining useful life of the investee’s primary assets.
Finally, we impaired $78 million of unproved property leases in Louisiana Austin Chalk in our United States segment which was recognized in exploration expense in our consolidated statements of income. The impairment resulted from a combination of factors including our geological assessment, seismic information, timing of lease expiration dates and decisions not to develop acreage deemed non-core. Collectively, these inputs represent Level 3 measurements.
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
•2019 – Impairments of $24 million, to an aggregate fair value of $56 million, were primarily a result of anticipated sales for certain non-core proved properties in our United States segment and the sale of our non-operated interest in the Atrush block (Kurdistan) in our International segment. The related fair value was measured using the market approach, based upon anticipated sales proceeds less costs to sell which resulted in a Level 2 classification.
•2018 – Impairments in our International and United States segments of $75 million, to a fair value of $113 million, were largely the result of anticipated sales for certain non-core proved properties. The related fair value measurement utilized the market approach, based upon anticipated sales proceeds less costs to sell which resulted in a Level 2 classification.
See Note 5 for discussion of the divestitures in further detail and Note 7 for relevant detail regarding segment presentation.
13. Asset Retirement Obligations
Asset retirement obligations primarily consist of estimated costs to remove, dismantle and restore land at the end of oil and gas production operations. Changes in asset retirement obligations for the periods ended December 31 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
2020
|
|
2019
|
Beginning balance as of January 1
|
$
|
254
|
|
|
$
|
1,145
|
|
Incurred liabilities, including acquisitions
|
6
|
|
|
34
|
|
Settled liabilities, including dispositions
|
(12)
|
|
|
(1,110)
|
|
Accretion expense (included in depreciation, depletion and amortization)
|
12
|
|
|
31
|
|
Revisions of estimates
|
(6)
|
|
|
46
|
|
Held for sale(a)
|
—
|
|
|
108
|
|
Ending balance as of December 31
|
$
|
254
|
|
|
$
|
254
|
|
(a)In the first quarter of 2019, we closed on the sale of our working interest in the Droshky field (Gulf of Mexico), including our $98 million asset retirement obligation.
2020
•Ending balance includes $13 million classified as short-term at December 31, 2020.
2019
•Settled liabilities primarily relates to the sale of our U.K. business, which closed during the third quarter of 2019, and the sale of the Droshky field (Gulf of Mexico).
•Held for sale reflects a transfer to settled liabilities during 2019. This transfer was primarily related to the Droshky field (Gulf of Mexico) which was considered held for sale at year-end 2018 and closed in the first quarter of 2019.
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
14. Leases
Supplemental balance sheet information related to leases was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(In millions)
|
|
2020
|
2019
|
Leases:
|
Balance Sheet Location:
|
|
|
Right-of-use (“ROU”) asset
|
Other noncurrent assets
|
$
|
133
|
|
$
|
199
|
|
Current portion of long-term lease liability
|
Other current liabilities
|
$
|
70
|
|
$
|
101
|
|
Long-term lease liability
|
Deferred credits and other liabilities
|
$
|
67
|
|
$
|
107
|
|
In determining our ROU assets and long-term lease liabilities, the lease standard requires certain accounting policy decisions, while also providing a number of optional practical expedients for transition accounting. Our accounting policies and the practical expedients utilized are summarized below:
•Implemented an accounting policy to not recognize any right-of-use assets and lease liabilities related to short-term leases on the balance sheet.
•Implemented an accounting policy to not separate the lease and nonlease components for all asset classes, except for vessels.
•Elected the package of practical expedients which allows us to not reassess our prior conclusions regarding the lease identification and lease classification for contracts that commenced or expired prior to the effective date.
•Elected the practical expedient pertaining to land easements which allows us to continue accounting for existing agreements under the previous accounting policies as nonlease transactions. Any modifications of existing contracts or new agreements will be assessed under the new lease accounting guidance and may become leases in the future.
We enter into various lease agreements to support our operations including drilling rigs, well fracturing equipment, compressors, buildings, aircraft, vessels, vehicles and miscellaneous field equipment. We primarily act as a lessee in these transactions and the majority of our existing leases are classified as either short-term or long-term operating leases.
The majority of the drilling rig agreements and all of fracturing equipment agreements are classified as short-term leases based on the noncancellable period for which we have the right to use the equipment and assessment of options present in each agreement. We also incur variable lease costs under these agreements primarily related to chemicals and sand used in fracturing operations or various additional on-demand equipment and labor. The lease costs associated with the drilling rigs and fracturing equipment are primarily capitalized as part of the well costs.
Our long-term leases are comprised of compressors, buildings, drilling rigs, aircraft, vessels, vehicles and miscellaneous field equipment. Our lease agreements may require both fixed and variable payments; none of the variable payments are rate or index-based, therefore only fixed payments were considered for recognizing lease liabilities and ROU assets related to long-term leases. Also, based on our election not to separate the lease and nonlease components, fixed payments related to equipment, crew and other nonlease components are included in the initial measurement of lease liabilities and ROU assets for all asset classes, except for vessels. For vessels, the contractual consideration was allocated between lease and nonlease components based on estimates provided by service providers.
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
Our leased assets may be used in joint oil and gas operations with other working interest owners. We recognize lease liabilities and ROU assets only when we are the signatory to a contract as an operator of joint properties. Such lease liabilities and ROU assets are determined based on gross contractual obligations. As we use the leased assets for joint operations, we have the contractual right to recover the other working interest owners’ share of lease costs. As a result, our lease costs are presented on a net basis, reduced for any costs recoverable from other working interest owners. The table below presents our net lease costs for the years ended December 31, 2020 and 2019 with the majority of operating lease costs expensed as incurred, while the majority of the short-term and variable lease costs are capitalized into property, plant and equipment.
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
|
Year Ended December 31, 2020
|
Year Ended December 31, 2019
|
Lease costs:
|
|
|
|
|
Operating lease costs(a)
|
|
|
$
|
75
|
|
$
|
84
|
|
Short-term lease costs(b)
|
|
|
170
|
|
321
|
|
Variable lease costs(c)
|
|
|
23
|
|
107
|
|
|
|
|
|
|
Total lease costs
|
|
|
$
|
268
|
|
$
|
512
|
|
|
|
|
|
|
Other information:
|
|
|
|
|
Cash paid for amounts included in the measurement of operating lease liabilities
|
|
$
|
100
|
|
$
|
100
|
|
ROU assets obtained in exchange for new operating lease liabilities(d)
|
|
|
$
|
46
|
|
$
|
293
|
|
Reductions to ROU assets resulting from modifications or cancellations of operating leases
|
|
|
$
|
(68)
|
|
$
|
—
|
|
(a)Represents our net share of the ROU asset amortization and the interest expense.
(b)Represents our net share of lease costs arising from leases of less than one year but longer than one month that were not included in the lease liability.
(c)Represents our net share of variable lease payments that were not included in the lease liability.
(d)Represents the cumulative value of ROU assets recognized at lease inception during the year of 2020. This amount is then amortized as we utilize the ROU asset, the net effect of which is the ending ROU asset of $133 million (first table above).
We use our periodic incremental borrowing rate to discount future contractual payments to their present values. The weighted average lease term and the discount rate relevant to long-term leases were two years and 3% as of December 31, 2020. The remaining annual undiscounted cash flows associated with long-term leases and the reconciliation of these cash flows to the lease liabilities recognized on the consolidated balance sheet is summarized below.
|
|
|
|
|
|
(In millions)
|
Operating Lease Obligations
|
2021
|
$
|
77
|
|
2022
|
44
|
|
2023
|
11
|
|
2024
|
5
|
|
2025
|
4
|
|
Thereafter
|
2
|
|
Total undiscounted lease payments
|
$
|
143
|
|
Less: amount representing interest
|
6
|
|
Total operating lease liabilities
|
$
|
137
|
|
Less: current portion of long-term lease liability as of December 31, 2020
|
70
|
|
Long-term lease liability as of December 31, 2020
|
$
|
67
|
|
Our wholly-owned subsidiary, Marathon E.G. Production Limited, is a lessor for residential housing in Equatorial Guinea, which is occupied by EGHoldings, a related party equity method investee – see Note 24. The lease was classified as an operating lease and expires in 2024, with a lessee option to extend through 2034. Lease payments are fixed for the entire duration of the agreement at approximately $6 million per year. Our lease income is reported in other income in our consolidated statements of income for all periods presented. The undiscounted cash flows to be received under this lease agreement are summarized below.
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
|
|
|
|
|
|
(In millions)
|
Operating Lease Future Cash Receipts
|
2021
|
$
|
6
|
|
2022
|
6
|
|
2023
|
6
|
|
2024
|
6
|
|
2025
|
6
|
|
Thereafter
|
53
|
|
Total undiscounted cash flows
|
$
|
83
|
|
In 2018, we signed an agreement with an owner/lessor to construct and lease a new build-to-suit office building in Houston, Texas. The lessor and other participants are providing financing for up to $340 million, to fund the estimated project costs, which was reduced effective August 2020, from $380 million to align with our revised estimate of the project costs. As of December 31, 2020, project costs incurred totaled approximately $144 million. The initial lease term is five years and will commence once construction is substantially complete and the new Houston office is ready for occupancy. At the end of the initial lease term, we can negotiate to extend the lease term for an additional five years, subject to the approval of the participants; purchase the property subject to certain terms and conditions; or remarket the property to an unrelated third party. The lease contains a residual value guarantee of approximately 89% of the total acquisition and construction costs.
15. Goodwill
Goodwill is tested for impairment on an annual basis, or between annual tests when events or changes in circumstances indicate the fair value may have been reduced below its carrying value. During the first quarter of 2020, a global pandemic caused a substantial deterioration in the worldwide demand of hydrocarbons. This demand loss resulted in a significant decline in hydrocarbon prices. The commensurate decline in our market capitalization during the first quarter indicated that it was more likely than not that the fair value of the International reporting unit was less than its carrying value.
We estimated the fair value of our International reporting unit using a combination of market and income approaches. The market approach referenced observable inputs specific to us and our industry, such as the price of our common equity, our enterprise value and valuation multiples of us and peers from the investor analyst community. The income approach utilized discounted cash flows, which were based on forecasted assumptions. Key assumptions to the income approach include future liquid hydrocarbon and natural gas pricing, estimated quantities of liquid hydrocarbons and natural gas proved and probable reserves, estimated timing of production, discount rates, future capital requirements, operating expenses and tax rates. The assumptions used in the income approach are consistent with those that management uses to make business decisions. These valuation methodologies represent Level 3 fair value measurements. Based on the results, we concluded our goodwill was fully impaired, and recorded an impairment of $95 million in the consolidated statements of income for the first quarter of 2020.
The table below displays the allocated beginning goodwill balance of our International segment along with changes in the carrying amount of goodwill for 2020 and 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(In millions)
|
2020
|
|
2019
|
Beginning balance as of January 1, gross
|
$
|
95
|
|
|
$
|
97
|
|
Less: accumulated impairments
|
—
|
|
|
—
|
|
Beginning balance, net
|
95
|
|
|
97
|
|
|
|
|
|
Dispositions
|
—
|
|
|
(2)
|
|
Impairment
|
(95)
|
|
|
—
|
|
Ending balance as of December 30, net
|
$
|
—
|
|
|
$
|
95
|
|
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
16. Derivatives
See Note 17 for further information regarding the fair value measurement of derivative instruments. See Note 1 for discussion of the types of derivatives we may use and the reasons for them. All of our commodity derivatives and interest rate derivatives are/were subject to enforceable master netting arrangements or similar agreements under which we report net amounts. The following tables present the gross fair values of derivative instruments and the reported net amounts along with where they appear on the consolidated balance sheets.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
|
(In millions)
|
Asset
|
|
Liability
|
|
Net Asset (Liability)
|
|
Balance Sheet Location
|
Not Designated as Hedges
|
|
|
|
|
|
|
|
Commodity
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
Other current assets
|
Commodity
|
7
|
|
|
32
|
|
|
(25)
|
|
|
Other current liabilities
|
Interest Rate
|
10
|
|
|
—
|
|
|
10
|
|
|
Other noncurrent assets
|
|
|
|
|
|
|
|
|
Total Not Designated as Hedges
|
$
|
20
|
|
|
$
|
33
|
|
|
$
|
(13)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flow Hedges
|
|
|
|
|
|
|
Interest Rate
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
Other noncurrent assets
|
Interest Rate
|
—
|
|
|
16
|
|
|
(16)
|
|
|
Deferred credits and other liabilities
|
Total Designated Hedges
|
$
|
19
|
|
|
$
|
16
|
|
|
$
|
3
|
|
|
|
Total
|
$
|
39
|
|
|
$
|
49
|
|
|
$
|
(10)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
(In millions)
|
Asset
|
|
Liability
|
|
Net Asset (Liability)
|
|
Balance Sheet Location
|
Not Designated as Hedges
|
|
|
|
|
|
|
|
Commodity
|
$
|
9
|
|
|
$
|
1
|
|
|
$
|
8
|
|
|
Other current assets
|
Commodity
|
1
|
|
|
—
|
|
|
1
|
|
|
Other noncurrent assets
|
Commodity
|
—
|
|
|
5
|
|
|
(5)
|
|
|
Other current liabilities
|
Total Not Designated as Hedges
|
$
|
10
|
|
|
$
|
6
|
|
|
$
|
4
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flow Hedges
|
|
|
|
|
|
|
|
Interest Rate
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
Other noncurrent assets
|
Total Designated Hedges
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
|
Total
|
$
|
12
|
|
|
$
|
6
|
|
|
$
|
6
|
|
|
|
Derivatives Not Designated as Hedges
Commodity Derivatives
We have entered into multiple crude oil, natural gas and NGL derivatives indexed to the respective indices as noted in the table below, related to a portion of our forecasted United States sales through 2021. These derivatives consist of three-way collars, two-way collars, fixed price swaps, basis swaps and NYMEX roll basis swaps. Three-way collars consist of a sold call (ceiling), a purchased put (floor) and a sold put. The ceiling price is the maximum we will receive for the contract volumes; the floor is the minimum price we will receive, unless the market price falls below the sold put strike price. In this case, we receive the NYMEX WTI price plus the difference between the floor and the sold put price. Two-way collars only consist of a sold call (ceiling) and a purchased put (floor). These crude oil, natural gas and NGL derivatives were not designated as hedges.
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
The following table sets forth outstanding derivative contracts as of December 31, 2020 and the weighted average prices for those contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
|
|
Crude Oil
|
|
|
|
|
|
|
|
|
|
|
NYMEX WTI Three-Way Collars
|
|
|
|
|
|
|
|
|
|
|
Volume (Bbls/day)
|
—
|
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|
|
|
Weighted average price per Bbl:
|
|
|
|
|
|
|
|
|
|
|
Ceiling
|
$
|
—
|
|
|
$
|
58.72
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Floor
|
$
|
—
|
|
|
$
|
37.00
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Sold put
|
$
|
—
|
|
|
$
|
27.00
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
NYMEX WTI Two-Way Collars
|
|
|
|
|
|
|
|
|
|
|
Volume (Bbls/day)
|
90,000
|
|
|
50,000
|
|
|
30,000
|
|
|
30,000
|
|
|
|
|
Weighted average price per Bbl:
|
|
|
|
|
|
|
|
|
|
|
Ceiling
|
$
|
51.86
|
|
|
$
|
52.98
|
|
|
$
|
51.54
|
|
|
$
|
51.54
|
|
|
|
|
Floor
|
$
|
35.44
|
|
|
$
|
35.80
|
|
|
$
|
35.67
|
|
|
$
|
35.67
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Swaps - NYMEX WTI / ICE Brent (a)
|
|
|
|
|
|
|
|
|
|
|
Volume (Bbls/day)
|
3,278
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
Weighted average price per Bbl
|
$
|
(7.24)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Basis Swaps - NYMEX WTI / UHC (b)
|
|
|
|
|
|
|
|
|
|
|
Volume (Bbls/day)
|
14,000
|
|
|
14,000
|
|
|
—
|
|
|
—
|
|
|
|
|
Weighted average price per Bbl
|
$
|
(1.80)
|
|
|
$
|
(1.80)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
NYMEX Roll Basis Swaps
|
|
|
|
|
|
|
|
|
|
|
Volume (Bbls/day)
|
50,000
|
|
|
50,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Weighted average price per Bbl
|
$
|
(0.13)
|
|
|
$
|
(0.13)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Natural Gas
|
|
|
|
|
|
|
|
|
|
|
Henry Hub (“HH”) Two-Way Collars
|
|
|
|
|
|
|
|
|
|
|
Volume (MMBtu/day)
|
250,000
|
|
|
200,000
|
|
|
200,000
|
|
|
200,000
|
|
|
|
|
Weighted average price per MMBtu:
|
|
|
|
|
|
|
|
|
|
|
Ceiling
|
$
|
3.14
|
|
|
$
|
3.05
|
|
|
$
|
3.05
|
|
|
$
|
3.05
|
|
|
|
|
Floor
|
$
|
2.52
|
|
|
$
|
2.50
|
|
|
$
|
2.50
|
|
|
$
|
2.50
|
|
|
|
|
HH Fixed Price Swaps
|
|
|
|
|
|
|
|
|
|
|
Volume (MMBtu/day)
|
50,000
|
|
|
50,000
|
|
|
50,000
|
|
|
50,000
|
|
|
|
|
Weighted average price per MMBtu
|
$
|
2.88
|
|
|
$
|
2.88
|
|
|
$
|
2.88
|
|
|
$
|
2.88
|
|
|
|
|
NGL
|
|
|
|
|
|
|
|
|
|
|
Fixed Price Propane Swaps (c)
|
|
|
|
|
|
|
|
|
|
|
Volume (Bbls/day)
|
5,000
|
|
|
5,000
|
|
|
5,000
|
|
|
5,000
|
|
|
|
|
Weighted average price per Bbl
|
$
|
23.19
|
|
|
$
|
23.19
|
|
|
$
|
23.19
|
|
|
$
|
23.19
|
|
|
|
|
(a)The basis differential price is indexed against Intercontinental Exchange (“ICE”) Brent and NYMEX WTI.
(b)The basis differential price is indexed against U.S. Sweet Clearbrook (“UHC”) and NYMEX WTI.
(c)The fixed price propane swap is priced at Mont Belvieu Spot Gas Liquids Prices: Non-TET Propane.
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
The following table sets forth outstanding derivative contracts entered into between January 1, 2021 and February 15, 2021, and the weighted average prices for those contracts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
|
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
Crude Oil
|
|
|
|
|
|
Basis Swaps - NYMEX WTI / UHC (a)
|
|
|
|
|
|
Volume (Bbls/day)
|
|
344
|
|
1,000
|
|
—
|
|
—
|
|
Weighted average price per Bbl
|
|
$
|
(1.80)
|
|
$
|
(1.80)
|
|
$
|
—
|
|
$
|
—
|
|
NYMEX WTI Three-Way Collars
|
|
|
|
|
|
Volume (Bbls/day)
|
|
—
|
|
30,000
|
|
10,000
|
|
—
|
|
Weighted average price per Bbl:
|
|
|
|
|
|
Ceiling
|
|
$
|
—
|
|
$
|
62.36
|
|
$
|
65.18
|
|
$
|
—
|
|
Floor
|
|
$
|
—
|
|
$
|
40.67
|
|
$
|
45.00
|
|
$
|
—
|
|
Sold put
|
|
$
|
—
|
|
$
|
30.67
|
|
$
|
35.00
|
|
$
|
—
|
|
WTI Fixed Price Swaps
|
|
|
|
|
|
Volume (Bbls/day)
|
|
20,000
|
|
—
|
|
—
|
|
—
|
|
Weighted average price per Bbl
|
|
$
|
50.35
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)The basis differential price is indexed against U.S. Sweet Clearbrook (“UHC”) and NYMEX WTI.
The mark-to-market impact and settlement of these commodity derivative instruments appears in the table below and is reflected in net gain (loss) on commodity derivatives in the consolidated statements of income.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(In millions)
|
2020
|
|
2019
|
2018
|
Unrealized mark-to-market gain (loss)
|
$
|
(27)
|
|
|
$
|
(124)
|
|
$
|
267
|
|
Net settlements of commodity derivative instruments
|
$
|
143
|
|
|
$
|
52
|
|
$
|
(281)
|
|
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
Interest Rate Swaps
During 2020, we entered into forward starting interest rate swaps to hedge the variations in cash flows as a result of fluctuations in the London Interbank Offered Rate (“LIBOR”) benchmark interest rate related to forecasted interest payments of a future debt issuance in 2022. Each respective derivative contract can be tied to an anticipated underlying dollar notional amount. During the third quarter of 2020, we de-designated these forward starting interest rate swaps previously designated as cash flow hedges. At December 31, 2020, accumulated other comprehensive income included a net deferred loss of $2 million related to the de-designated forward starting interest rate swaps previously designated as cash flow hedges. No portion of this amount has been reclassified from accumulated other comprehensive income as of December 31, 2020. We expect to reclassify this amount into earnings as an adjustment to net interest and other upon the occurrence of the forecasted transactions.
The following table presents, by maturity date, information about our de-designated forward starting interest rate swap agreements, including the rate.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
Maturity Date
|
Aggregate Notional Amount
(in millions)
|
|
Weighted Average, LIBOR
|
|
Aggregate Notional Amount
(in millions)
|
|
Weighted Average, LIBOR
|
November 1, 2022
|
$
|
500
|
|
|
0.99
|
%
|
|
$
|
—
|
|
|
—
|
%
|
The following table sets forth the net impact of the forward starting interest rate swap derivatives de-designated as cash flow hedges on other comprehensive income (loss).
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
|
Year Ended December 31, 2020
|
|
|
Interest Rate Swaps
|
|
|
|
|
|
Beginning balance
|
|
|
$
|
—
|
|
|
|
Change in fair value recognized in other comprehensive income (loss)
|
|
|
(2)
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
|
$
|
(2)
|
|
|
|
Derivatives Designated as Cash Flow Hedges
During 2020, we entered into forward starting interest rate swaps with a notional amount of $350 million to hedge variations in cash flows arising from fluctuations in the LIBOR benchmark interest rate related to forecasted interest payments of a future debt issuance in 2025. We expect to refinance these debt maturities in 2025. The swaps will terminate on or prior to the refinancing of the debt and the final value will be reclassified from accumulated other comprehensive income into earnings with each future interest payment.
During 2019, we entered into forward starting interest rate swaps with a total notional amount of $320 million to hedge variations in cash flows related to the 1-month London Interbank Offered Rate (“LIBOR”) component of future lease payments of our future Houston office. These swaps will settle monthly on the same day the lease payment is made with the first swap settlement occurring in January 2022. We expect the first lease payment to commence sometime in the period from December 2021 to May 2022. The last swap will mature in September 2026. See Note 14 for further details regarding the lease of the new Houston office.
The following table presents information about our interest rate swap agreements, including the weighted average LIBOR-based, fixed rate.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
Maturity Date
|
Aggregate Notional Amount
(in millions)
|
|
Weighted Average, LIBOR
|
|
Aggregate Notional Amount
(in millions)
|
|
Weighted Average, LIBOR
|
June 1, 2025
|
$
|
350
|
|
|
0.95
|
%
|
|
$
|
—
|
|
|
—
|
%
|
September 9, 2026
|
$
|
320
|
|
|
1.51
|
%
|
|
$
|
320
|
|
|
1.51
|
%
|
At December 31, 2020, accumulated other comprehensive income included deferred gains of $2 million related to forward starting interest rate swaps designated as cash flow hedges. No amounts related to these swaps are expected to impact the consolidated statements of income in the next 12 months.
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
17. Fair Value Measurements
Fair Values – Recurring
The following tables present assets and liabilities accounted for at fair value on a recurring basis as of December 31, 2020 and 2019 by hierarchy level.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Derivative instruments, assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate - not designated as cash flow hedges
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
Interest rate - designated as cash flow hedges
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
Derivative instruments, assets
|
$
|
—
|
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
29
|
|
Derivative instruments, liabilities
|
|
|
|
|
|
|
|
Commodity(a)
|
$
|
—
|
|
|
$
|
(23)
|
|
|
$
|
—
|
|
|
$
|
(23)
|
|
|
|
|
|
|
|
|
|
Interest rate - designated as cash flow hedges
|
—
|
|
|
(16)
|
|
|
—
|
|
|
(16)
|
|
Derivative instruments, liabilities
|
$
|
—
|
|
|
$
|
(39)
|
|
|
$
|
—
|
|
|
$
|
(39)
|
|
Total
|
$
|
—
|
|
|
$
|
(10)
|
|
|
$
|
—
|
|
|
$
|
(10)
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Derivative instruments, assets
|
|
|
|
|
|
|
|
Commodity(a)
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
7
|
|
Interest rate - designated as cash flow hedges
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
Derivative instruments, assets
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
9
|
|
Derivative instruments, liabilities
|
|
|
|
|
|
|
|
Commodity(a)
|
$
|
(3)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3)
|
|
Derivative instruments, liabilities
|
$
|
(3)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3)
|
|
Total
|
$
|
(3)
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
6
|
|
(a)Derivative instruments are recorded on a net basis in our consolidated balance sheet (See Note 16).
Commodity derivatives include three-way collars, two-way collars, fixed price swaps, basis swaps and NYMEX roll basis swaps. These instruments are measured at fair value using either a Black-Scholes or a modified Black-Scholes Model. For swaps, inputs to the models include only commodity prices and interest rates and are categorized as Level 1 because all assumptions and inputs are observable in active markets throughout the term of the instruments. For three-way collars and two-way collars, inputs to the models include commodity prices, and implied volatility and are categorized as Level 2 because predominantly all assumptions and inputs are observable in active markets throughout the term of the instruments.
The forward starting interest rate swaps are measured at fair value with a market approach using actionable broker quotes, which are Level 2 inputs. See Note 16 for details on the forward starting interest swaps.
Fair Values – Goodwill
See Note 15 for detail information relating to goodwill.
Fair Values – Nonrecurring
See Note 5 and Note 12 for detail on our fair values for nonrecurring items, such as impairments.
Fair Values – Financial Instruments
Our current assets and liabilities include financial instruments, the most significant of which are receivables, the current portion of our long-term debt and payables. We believe the carrying values of our receivables and payables approximate fair value. Our fair value assessment incorporates a variety of considerations, including (1) the short-term duration of the instruments, (2) our credit rating and (3) our historical incurrence of and expected future insignificance of bad debt expense, which includes an evaluation of counterparty credit risk.
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
The following table summarizes financial instruments, excluding receivables, payables and derivative financial instruments, and their reported fair values by individual balance sheet line item at December 31, 2020 and 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2020
|
|
2019
|
(In millions)
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
Financial assets
|
|
|
|
|
|
|
|
Current assets
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
4
|
|
Other noncurrent assets
|
24
|
|
|
37
|
|
|
26
|
|
|
38
|
|
Total financial assets
|
$
|
28
|
|
|
$
|
41
|
|
|
$
|
30
|
|
|
$
|
42
|
|
Financial liabilities
|
|
|
|
|
|
|
|
Other current liabilities
|
$
|
72
|
|
|
$
|
103
|
|
|
$
|
62
|
|
|
$
|
90
|
|
Long-term debt, including current portion(a)
|
6,077
|
|
|
5,431
|
|
|
6,174
|
|
|
5,529
|
|
Deferred credits and other liabilities
|
103
|
|
|
76
|
|
|
99
|
|
|
86
|
|
Total financial liabilities
|
$
|
6,252
|
|
|
$
|
5,610
|
|
|
$
|
6,335
|
|
|
$
|
5,705
|
|
(a)Excludes debt issuance costs.
Fair values of our notes receivable and our financial assets included in other noncurrent assets, and of our financial liabilities included in other current liabilities and deferred credits and other liabilities, are measured using an income approach and most inputs are internally generated, which results in a Level 3 classification. Estimated future cash flows are discounted using a rate deemed appropriate to obtain the fair value.
All of our long-term debt instruments are publicly traded. A market approach, based upon quotes from major financial institutions, which are Level 2 inputs, is used to measure the fair value of our debt.
18. Debt
Revolving Credit Facility
As of December 31, 2020, we had no borrowings on our $3.0 billion unsecured revolving credit facility (“Credit Facility”). The Credit Facility matures on May 28, 2023 and we retain the ability to request two one-year extensions of the maturity date.
The Credit Facility includes a single financial covenant requiring that our ratio of total debt to total capitalization not exceed 65% as of the last day of each fiscal quarter. This covenant calculation was modified in December 2020, when we executed the fifth amendment to our credit facility. The primary changes resulting from this amendment are (i) a modification to the debt to total capitalization covenant calculation that permits an add-back to shareholders’ equity for certain non-cash write-downs, (ii) the addition of certain customary events of default, including a cross payment event of default and (iii) certain restrictions on the incurrence of subsidiary indebtedness. Under the amended definition, our total debt to total capitalization ratio was 26% at December 31, 2020.
If an event of default occurs, the lenders holding more than half of the commitments may terminate the commitments under the Credit Facility and require the immediate repayment of all outstanding borrowings and the cash collateralization of all outstanding letters of credit under the Credit Facility.
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
Long-term debt
The following table details our long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(In millions)
|
2020
|
|
2019
|
Senior unsecured notes:
|
|
|
|
2.800% notes due 2022(a)
|
$
|
500
|
|
|
$
|
1,000
|
|
9.375% notes due 2022(b)
|
32
|
|
|
32
|
|
Series A notes due 2022(b)
|
3
|
|
|
3
|
|
8.500% notes due 2023(b)
|
70
|
|
|
70
|
|
8.125% notes due 2023(b)
|
131
|
|
|
131
|
|
3.850% notes due 2025(a)
|
900
|
|
|
900
|
|
4.400% notes due 2027(a)
|
1,000
|
|
|
1,000
|
|
6.800% notes due 2032(a)
|
550
|
|
|
550
|
|
6.600% notes due 2037(a)
|
750
|
|
|
750
|
|
5.200% notes due 2045(a)
|
500
|
|
|
500
|
|
Bonds:(c)
|
|
|
|
2.00% bonds due 2037
|
200
|
|
|
200
|
|
2.10% bonds due 2037
|
200
|
|
|
200
|
|
2.20% bonds due 2037
|
200
|
|
|
200
|
|
2.125% bonds due 2037
|
200
|
|
|
—
|
|
2.375% bonds due 2037
|
200
|
|
|
—
|
|
Total(b)
|
5,436
|
|
|
5,536
|
|
Unamortized discount
|
(5)
|
|
|
(7)
|
|
Unamortized debt issuance cost
|
(27)
|
|
|
(28)
|
|
Total long-term debt
|
$
|
5,404
|
|
|
$
|
5,501
|
|
(a)These notes contain a make-whole provision allowing us 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, 2020 may be declared immediately due and payable.
(c)Mandatory purchase dates for these bonds: April 1, 2023 for the 2.00% bonds; July 1, 2024 for the 2.10% bonds; July 1, 2026 for the 2.20% bonds; July 1, 2024 for the 2.125% bonds; and July 1, 2026 for the 2.375% bonds. Subsequent to the various mandatory purchase dates, we will also have the right to convert and remarket these any time up to the 2037 maturity date.
The following table shows future debt payments:
|
|
|
|
|
|
(In millions)
|
|
2021
|
$
|
—
|
|
2022
|
535
|
|
2023
|
401
|
|
2024
|
400
|
|
2025
|
900
|
|
Thereafter
|
3,200
|
|
Total long-term debt, including current portion
|
$
|
5,436
|
|
Debt Remarketing
On August 18, 2020, we closed a $400 million remarketing to investors of sub-series B bonds which are part of the $1 billion St. John the Baptist, State of Louisiana revenue refunding bonds originally issued and purchased in December 2017.
Debt Repurchases
In October 2020, we repurchased $500 million of our 2.8% Senior Notes due 2022 (“2022 Notes”). The remaining $500 million of the 2022 Notes is included in long-term debt on our consolidated balance sheet as of December 31, 2020.
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
19. Incentive Based Compensation
Description of stock-based compensation plans – The Marathon Oil Corporation 2019 Incentive Compensation Plan (the “2019 Plan”) was approved by our stockholders in May 2019 and authorizes the Compensation Committee of the Board of Directors to grant stock options, stock appreciation rights (“SARs”), stock awards (including restricted stock and restricted stock unit awards), performance unit awards and cash awards to employees. The 2019 Plan also allows us to provide equity compensation to our non-employee directors. No more than 27.9 million shares of our common stock may be issued under the 2019 Plan. In connection with the granting of an award under the 2019 Plan, the number of shares available for issuance under the 2019 Plan will be reduced by one share for each share of our common stock in respect of which the award is granted, except the awards that by their terms do not permit settlement in shares of our common stock will not reduce the number of shares of common stock available for issuance under the 2019 Plan.
Shares subject to awards under the 2019 Plan that are forfeited, terminated or expire unexercised become available for future grants. In addition, the number of shares of our common stock reserved for issuance under the 2019 Plan will not be increased by shares tendered to satisfy the purchase price of an award, exchanged for other awards or withheld to satisfy tax withholding obligations. Shares issued as a result of awards granted under the 2019 Plan are generally funded out of common stock held in treasury, except to the extent there are insufficient treasury shares, in which case new common shares are issued.
After approval of the 2019 Plan, no new grants were or will be made from any prior plans. Any awards previously granted under any prior plans shall continue to be exercisable in accordance with their original terms and conditions.
Stock-based awards under the plans
Stock options – We grant stock options under the 2019 Plan. Our stock options represent the right to purchase shares of our common stock at its fair market value on the date of grant. In general, our stock options vest ratably over a three-year period and have a maximum term of ten years from the date they are granted.
SARs – At December 31, 2020, there are no SARs outstanding.
Restricted stock – We grant restricted stock under the 2019 Plan. The restricted stock awards granted to officers generally vest three years from the date of grant, contingent on the recipient’s continued employment. We also grant restricted stock to certain non-officer employees based on their performance within certain guidelines and for retention purposes. The restricted stock awards to non-officers generally vest ratably over a three-year period, contingent on the recipient’s continued employment. Prior to vesting, all restricted stock recipients have the right to vote such stock and receive dividends thereon. The non-vested shares of restricted stock are not transferable and are held by our transfer agent.
Stock-based performance units – We grant stock-based performance units to officers under the 2019 Plan. At the grant date, each unit represents the value of one share of our common stock. These units are settled in shares, and the number of shares of our common stock to be paid is based on the vesting percentage, which can be from zero to 200% based on performance achieved over a three-year performance period, and as determined by the Compensation Committee of the Board of Directors. The performance goals are tied to our total shareholder return (“TSR”) as compared to TSR for a group of peer companies determined by the Compensation Committee of our Board of Directors. Dividend equivalents may accrue during the performance period and would be paid in cash at the end of the performance period based on the amount of dividends credited generally over the performance period on shares of our common stock that represent the value of the units granted multiplied by the vesting percentage.
Restricted stock units – We maintain an equity compensation program for our non-employee directors. All non-employee directors receive annual grants of common stock units. Any units granted prior to 2012 must be held until completion of board service, at which time the non-employee director will receive common shares. For units granted between 2012 and 2016, common shares will generally vest following completion of board service or three years from the date of grant, whichever is earlier. For awards issued in 2017 and later, directors may elect to defer settlement of their common stock units until after they cease serving on the Board. Absent such an election to defer, common shares will vest upon the earlier of three years from the date of grant or completion of board service. Under the 2019 Plan, we also grant restricted stock units to officers, which generally vest three years from the date of the grant and restricted stock units to certain non-officer employees, which generally vest ratably over a three-year period. Both awards are contingent on the recipient’s continued employment. Grants of restricted stock units to these non-officer employees are generally based on their performance and for retention purposes. Common shares will be issued for these restricted stock units after vesting. Prior to vesting, recipients of restricted stock units typically receive dividend equivalent payments, but they may not vote.
Total stock-based compensation expense – Total employee stock-based compensation expense was $55 million, $60 million and $53 million in 2020, 2019 and 2018. Due to the full valuation allowance on our net federal deferred tax assets, we recognized no tax benefit during these years. Cash received upon exercise of stock option awards was less than $1 million in
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
2020 and $1 million and $26 million in 2019 and 2018, respectively. There were no tax benefits recognized for deductions for stock awards settled during 2020, 2019 and 2018.
Stock option awards – During 2020, 2019 and 2018 we granted stock option awards to officer employees. The weighted average grant date fair value of these awards was based on the following weighted average Black-Scholes assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
Exercise price per share
|
$
|
10.47
|
|
|
$
|
16.79
|
|
|
$
|
14.52
|
|
Expected annual dividend yield
|
1.9
|
%
|
|
1.2 %
|
|
1.4 %
|
Expected life in years
|
6.14
|
|
5.82
|
|
6.45
|
Expected volatility
|
44
|
%
|
|
43 %
|
|
43 %
|
Risk-free interest rate
|
1.5
|
%
|
|
2.5 %
|
|
2.8 %
|
Weighted average grant date fair value of stock option awards granted
|
$
|
3.82
|
|
|
$
|
6.62
|
|
|
$
|
5.83
|
|
The following is a summary of stock option award activity in 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
(in millions)
|
Outstanding at beginning of year
|
5,659,731
|
|
$
|
23.55
|
|
|
|
|
|
Granted
|
1,132,808
|
|
$
|
10.47
|
|
|
|
|
|
Exercised
|
(52,333)
|
|
$
|
7.22
|
|
|
|
|
|
Canceled
|
(725,951)
|
|
$
|
25.44
|
|
|
|
|
|
Outstanding at end of year
|
6,014,255
|
|
$
|
21.00
|
|
|
5 years
|
|
|
Exercisable at end of year
|
4,219,975
|
|
|
$
|
24.63
|
|
|
4 years
|
|
$
|
—
|
|
Expected to vest
|
1,766,804
|
|
|
$
|
12.50
|
|
|
9 years
|
|
$
|
—
|
|
The intrinsic value of stock option awards exercised during 2018 was $13 million while it was immaterial during 2020 and 2019.
As of December 31, 2020, unrecognized compensation cost related to stock option awards was $4 million, which is expected to be recognized over a weighted average period of 1 year.
Restricted stock awards and restricted stock units – The following is a summary of restricted stock and restricted stock unit award activity in 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards
|
|
Weighted Average Grant Date Fair Value
|
Unvested at beginning of year
|
7,174,386
|
|
|
$
|
15.88
|
|
Granted
|
5,390,960
|
|
|
$
|
8.50
|
|
Vested
|
(3,127,762)
|
|
|
$
|
15.76
|
|
Canceled
|
(1,585,830)
|
|
|
$
|
11.65
|
|
Unvested at end of year
|
7,851,754
|
|
|
$
|
11.72
|
|
The vesting date fair value of restricted stock awards which vested during 2020, 2019 and 2018 was $49 million, $48 million and $48 million. The weighted average grant date fair value of restricted stock awards was $11.72, $15.88 and $14.04 for awards unvested at December 31, 2020, 2019 and 2018.
As of December 31, 2020 there was $48 million of unrecognized compensation cost related to restricted stock awards which is expected to be recognized over a weighted average period of 1 year.
Stock-based performance unit awards – During 2020, 2019 and 2018 we granted 1,038,676, 656,636 and 754,140 stock-based performance unit awards to officers. At December 31, 2020, there were 1,658,088 units outstanding. Total stock-based performance unit awards expense was $5 million, $7 million and $13 million in 2020, 2019 and 2018.
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
The key assumptions used in the Monte Carlo simulation to determine the fair value of stock-based performance units granted in 2020, 2019 and 2018 were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020(a)
|
|
2019(a)
|
|
2018
|
Valuation date stock price
|
$
|
10.47
|
|
|
$
|
16.79
|
|
|
$
|
13.69
|
|
Expected annual dividend yield
|
1.9
|
%
|
|
1.2 %
|
|
1.5 %
|
Expected volatility
|
39
|
%
|
|
43 %
|
|
41 %
|
Risk-free interest rate
|
1.4
|
%
|
|
2.5 %
|
|
1.5 %
|
Fair value of stock-based performance units outstanding
|
$
|
10.55
|
|
|
$
|
20.66
|
|
|
$
|
17.29
|
|
(a)Represents key assumptions at grant date, as 2020 and 2019 performance unit awards are settled in stock.
20. Defined Benefit Postretirement Plans and Defined Contribution Plan
We have noncontributory defined benefit pension plans covering substantially all domestic employees. Benefits under these plans are based on plan provisions specific to each plan.
We also had a noncontributory defined benefit pension plan covering eligible U.K. employees that was transferred to the buyer in connection with the sale of our U.K. business during 2019. See Note 5 for further information on this disposition. During the year ended December 31, 2019, we reclassified $20 million from accumulated other comprehensive income to pension assets upon remeasurement of the plan.
We also have plans for other postretirement benefits covering our U.S. employees. Health care benefits are provided up to age 65 through comprehensive hospital, surgical and major medical benefit provisions subject to various cost-sharing features. Post-65 retiree health care benefits have been provided to certain U.S. employees on a defined contribution basis; this program terminated effective as of December 31, 2020. Life insurance benefits are provided to certain retiree beneficiaries. These other postretirement benefits are not funded in advance. Employees hired after 2016 are not eligible for any postretirement health care or life insurance benefits.
Obligations and funded status – The following summarizes the obligations and funded status for our defined benefit pension and other postretirement plans.
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
(In millions)
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
U.S.
|
Accumulated benefit obligation
|
$
|
298
|
|
|
$
|
—
|
|
|
$
|
343
|
|
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in pension benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
$
|
354
|
|
|
$
|
—
|
|
|
$
|
326
|
|
|
$
|
511
|
|
|
$
|
89
|
|
|
$
|
96
|
|
Service cost
|
19
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
1
|
|
|
1
|
|
Interest cost
|
9
|
|
|
—
|
|
|
12
|
|
|
8
|
|
|
2
|
|
|
3
|
|
Plan amendment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Divestiture(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
(549)
|
|
|
—
|
|
|
—
|
|
Actuarial loss
|
36
|
|
|
—
|
|
|
48
|
|
|
36
|
|
|
4
|
|
|
9
|
|
Foreign currency exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain due to curtailment(a)
|
(1)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Settlements paid
|
(104)
|
|
|
—
|
|
|
(45)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Benefits paid
|
(5)
|
|
|
—
|
|
|
(6)
|
|
|
(12)
|
|
|
(16)
|
|
|
(20)
|
|
Ending balance
|
$
|
308
|
|
|
$
|
—
|
|
|
$
|
354
|
|
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
89
|
|
Change in fair value of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
$
|
236
|
|
|
$
|
—
|
|
|
$
|
203
|
|
|
$
|
594
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
18
|
|
|
—
|
|
|
44
|
|
|
68
|
|
|
—
|
|
|
—
|
|
Employer contributions
|
49
|
|
|
—
|
|
|
40
|
|
|
8
|
|
|
16
|
|
|
20
|
|
Foreign currency exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Divestiture(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
(666)
|
|
|
—
|
|
|
—
|
|
Settlements paid
|
(104)
|
|
|
—
|
|
|
(45)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Benefits paid
|
(5)
|
|
|
—
|
|
|
(6)
|
|
|
(12)
|
|
|
(16)
|
|
|
(20)
|
|
Ending balance
|
$
|
194
|
|
|
$
|
—
|
|
|
$
|
236
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status of plans at December 31
|
$
|
(114)
|
|
|
$
|
—
|
|
|
$
|
(118)
|
|
|
$
|
—
|
|
|
$
|
(80)
|
|
|
$
|
(89)
|
|
Amounts recognized in the consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
Noncurrent assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(4)
|
|
|
—
|
|
|
(6)
|
|
|
—
|
|
|
(10)
|
|
|
(18)
|
|
Noncurrent liabilities
|
(110)
|
|
|
—
|
|
|
(112)
|
|
|
—
|
|
|
(70)
|
|
|
(71)
|
|
Accrued benefit cost
|
$
|
(114)
|
|
|
$
|
—
|
|
|
$
|
(118)
|
|
|
$
|
—
|
|
|
$
|
(80)
|
|
|
$
|
(89)
|
|
Pretax amounts in accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
72
|
|
|
$
|
—
|
|
|
$
|
85
|
|
|
$
|
—
|
|
|
$
|
24
|
|
|
$
|
23
|
|
Prior service credit
|
(19)
|
|
|
—
|
|
|
(29)
|
|
|
—
|
|
|
(97)
|
|
|
(129)
|
|
(a)Related to workforce reductions, which reduced the future expected years of service for employees participating in the plans.
(b)Refer to Note 5 for further information on the sale of our U.K. business.
The pension and postretirement plans each experienced net actuarial losses in 2020. A decrease in discount rate used to measure the plans, which increased their respective benefit obligations, was the primary source of the actuarial losses.
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
Components of net periodic benefit costs and other comprehensive (income) loss – The following summarizes the net periodic benefit costs and the amounts recognized as other comprehensive (income) loss for our defined benefit pension and other postretirement plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
|
Year Ended December 31,
|
|
Year Ended December 31,
|
|
2020
|
|
|
|
2019
|
|
2018
|
|
2020
|
|
2019
|
|
2018
|
(In millions)
|
U.S.
|
|
|
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
U.S.
|
|
U.S.
|
Components of net periodic benefit costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
$
|
19
|
|
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Interest cost
|
9
|
|
|
|
|
12
|
|
|
8
|
|
|
12
|
|
|
14
|
|
|
2
|
|
|
3
|
|
|
7
|
|
Expected return on plan assets
|
(11)
|
|
|
|
|
(10)
|
|
|
(11)
|
|
|
(11)
|
|
|
(24)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- prior service credit
|
(6)
|
|
|
|
|
(7)
|
|
|
—
|
|
|
(10)
|
|
|
—
|
|
|
(18)
|
|
|
(19)
|
|
|
(8)
|
|
- actuarial loss
|
9
|
|
|
|
|
7
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
1
|
|
Net settlement loss(a)
|
30
|
|
|
|
|
12
|
|
|
—
|
|
|
18
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net curtailment gain(b)
|
(3)
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14)
|
|
|
—
|
|
|
—
|
|
Net periodic benefit cost (credit) (c)
|
$
|
47
|
|
|
|
|
$
|
33
|
|
|
$
|
(3)
|
|
|
$
|
38
|
|
|
$
|
(7)
|
|
|
$
|
(27)
|
|
|
$
|
(14)
|
|
|
$
|
2
|
|
Other changes in plan assets and benefit obligations recognized in other comprehensive (income) loss (pretax):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial loss (gain)
|
$
|
27
|
|
|
|
|
$
|
14
|
|
|
$
|
(21)
|
|
|
$
|
(4)
|
|
|
$
|
8
|
|
|
$
|
4
|
|
|
$
|
9
|
|
|
$
|
(15)
|
|
Settlement loss and amortization of actuarial gain (loss)
|
(40)
|
|
|
|
|
(19)
|
|
|
(41)
|
|
|
(29)
|
|
|
(3)
|
|
|
(2)
|
|
|
(1)
|
|
|
(1)
|
|
Prior service cost (credit)
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(99)
|
|
Curtailment gain and amortization of prior service credit (cost)
|
10
|
|
|
|
|
7
|
|
|
(6)
|
|
|
10
|
|
|
—
|
|
|
32
|
|
|
19
|
|
|
8
|
|
Total recognized in other comprehensive (income) loss
|
$
|
(3)
|
|
|
|
|
$
|
2
|
|
|
$
|
(68)
|
|
|
$
|
(23)
|
|
|
$
|
8
|
|
|
$
|
34
|
|
|
$
|
27
|
|
|
$
|
(107)
|
|
Total recognized in net periodic benefit cost and other comprehensive (income) loss
|
$
|
44
|
|
|
|
|
$
|
35
|
|
|
$
|
(71)
|
|
|
$
|
15
|
|
|
$
|
1
|
|
|
$
|
7
|
|
|
$
|
13
|
|
|
$
|
(105)
|
|
(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 costs for that year.
(b)Related to workforce reductions, which reduced the future expected years of service for employees participating in the plans.
(c)Net periodic benefit costs (credits) reflects a calculated market-related value of plan assets which recognizes changes in fair value over three years.
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
Plan assumptions – The following summarizes the assumptions used to determine the benefit obligations at December 31, and net periodic benefit cost for the defined benefit pension and other postretirement plans for 2020, 2019 and 2018.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
|
2020
|
|
2019
|
|
2018
|
|
2020
|
|
2019
|
|
2018
|
(In millions)
|
U.S.
|
|
U.S.
|
|
U.S.
|
|
Int’l
|
|
U.S.
|
|
U.S.
|
|
U.S.
|
Weighted average assumptions used to determine benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
2.52
|
%
|
|
3.13 %
|
|
4.26 %
|
|
2.90 %
|
|
2.02
|
%
|
|
2.91 %
|
|
4.09 %
|
Rate of compensation increase(a)
|
0.50
|
%
|
|
4.50 %
|
|
4.00 %
|
|
—
|
%
|
|
0.50
|
%
|
|
4.50 %
|
|
4.00 %
|
Cash balance interest crediting
|
3.00
|
%
|
|
3.00
|
%
|
|
3.26
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Weighted average assumptions used to determine net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
2.90
|
%
|
|
3.70 %
|
|
3.88 %
|
|
2.50 %
|
|
2.63
|
%
|
|
4.09 %
|
|
3.54 %
|
Expected long-term return on plan assets
|
6.00
|
%
|
|
6.25 %
|
|
6.50 %
|
|
3.70 %
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Rate of compensation increase
|
4.50
|
%
|
|
4.00 %
|
|
4.00 %
|
|
—
|
%
|
|
4.50
|
%
|
|
4.00 %
|
|
4.00 %
|
Cash balance interest crediting
|
3.00
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
(a)The assumed rate of compensation increase is 0.50% for the year 2021 and 4.50% for future years.
Expected long-term return on plan assets – The expected long-term return on plan assets assumption for our U.S. pension plan is determined based on an internally developed asset rate-of-return modeling tool which utilizes underlying assumptions based on actual returns by asset category and inflation and takes into account our U.S. pension plan’s asset allocation. The expected return for each asset category is then weighted based on the actual asset allocation to develop the overall expected long-term return on plan assets assumption.
Assumed weighted average health care cost trend rates
Employer provided subsidies for post-65 retiree health care coverage were frozen effective January 1, 2017 at January 1, 2016 established amount levels. Company contributions are funded to a Health Reimbursement Account on the retiree’s behalf to subsidize the retiree’s cost of obtaining health care benefits through a private exchange (the “post-65 retiree health benefits”).
In the fourth quarter of 2018, we terminated the post-65 retiree health benefits effective as of December 31, 2020. The post-65 retiree health benefits will no longer be provided after that date. In addition, the pre-65 retiree medical coverage subsidy was frozen as of January 1, 2019, and the ability for retirees to opt in and out of this coverage, as well as pre-65 retiree dental and vision coverage, was also eliminated. Retirees must enroll in connection with retirement for such coverage, or they lose eligibility. These plan changes reduced our retiree medical benefit obligation by approximately $99 million at December 31, 2018.
Plan investment policies and strategies – The investment policies for our U.S. pension plan assets reflect the funded status of the plan and expectations regarding our future ability to make further contributions. Long-term investment goals are to: (1) manage the assets in accordance with applicable legal requirements; (2) produce investment returns which meet or exceed the rates of return achievable in the capital markets while maintaining the risk parameters set by the plan’s investment committees and protecting the assets from any erosion of purchasing power; and (3) position the portfolios with a long-term risk/return orientation. Investment performance and risk is measured and monitored on an ongoing basis through quarterly investment meetings and periodic asset and liability studies.
U.S. plan – The plan’s current targeted asset allocation is comprised of 55% equity securities and 45% other fixed income securities. Over time, as the plan’s funded ratio (as defined by the investment policy) improves, in order to reduce volatility in returns and to better match the plan’s liabilities, the allocation to equity securities will decrease while the amount allocated to fixed income securities will increase. The plan’s assets are managed by a third-party investment manager.
International plan – As mentioned above, the plan covering eligible U.K. employees that was transferred to the buyer in connection with the sale of our U.K. business during 2019.
Fair value measurements – Plan assets are measured at fair value. The following provides a description of the valuation techniques employed for each major plan asset class at December 31, 2020 and 2019.
Cash and cash equivalents – Cash and cash equivalents are valued using a market approach and are considered Level 1.
Equity securities – Investments in common stock are valued using a market approach at the closing price reported in an active market and are therefore considered Level 1. Private equity investments include interests in limited partnerships which
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
are valued based on the sum of the estimated fair values of the investments held by each partnership, determined using a combination of market, income and cost approaches, plus working capital, adjusted for liabilities, currency translation and estimated performance incentives. These private equity investments are considered Level 3.
Fixed income securities – Fixed income securities are valued using a market approach. U.S. treasury notes and exchange traded funds (“ETFs”) are valued at the closing price reported in an active market and are considered Level 1. Corporate bonds, private placements and GNMA/FNMA/FHLMC pools are valued using calculated yield curves created by models that incorporate various market factors. Primarily investments are held in U.S. and non-U.S. corporate bonds in diverse industries and are considered Level 2. Forward contracts included under government securities are traded in the over-the-counter market and occur between two parties only with no intermediary. The details of each contract such as trade size, price and maturity are tailored to each security and negotiated between the two parties, as such, these investments are considered Level 3. Other fixed income investments include zero coupon and interest rate swaps.
Other – Other investments are comprised of an unallocated annuity contract, two limited liability companies and real estate. All are considered Level 3, as significant inputs to determine fair value are unobservable.
Commingled funds – The investment in the commingled funds are valued using the net asset value of units held as a practical expedient. The commingled funds consist of equity and fixed income portfolios with underlying investments held in U.S. and non-U.S. securities.
The following tables present the fair values of our defined benefit pension plan’s assets, by level within the fair value hierarchy, as of December 31, 2020 and 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
$
|
61
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
61
|
|
|
|
Private equity
|
—
|
|
|
|
|
—
|
|
|
|
|
8
|
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
—
|
|
|
|
|
—
|
|
|
|
|
18
|
|
|
|
|
18
|
|
|
|
Total investments, at fair value
|
61
|
|
|
|
|
—
|
|
|
|
|
26
|
|
|
|
|
87
|
|
|
|
Commingled funds(a)
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
107
|
|
|
|
Total investments
|
$
|
61
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
26
|
|
|
|
|
$
|
194
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
U.S.
|
|
U.S.
|
|
U.S.
|
|
U.S.
|
Cash and cash equivalents(b)
|
$
|
(7)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7)
|
|
Equity securities:
|
|
|
|
|
|
|
|
Common stock
|
75
|
|
|
—
|
|
|
—
|
|
|
75
|
|
Private equity
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
|
|
|
|
|
|
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
Corporate
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
Exchange traded funds
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
Government
|
31
|
|
|
11
|
|
|
5
|
|
|
47
|
|
|
|
|
|
|
|
|
|
Other
|
—
|
|
|
—
|
|
|
18
|
|
|
18
|
|
Total investments, at fair value
|
102
|
|
|
13
|
|
|
33
|
|
|
148
|
|
Commingled funds(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
88
|
|
Total investments
|
$
|
102
|
|
|
$
|
13
|
|
|
$
|
33
|
|
|
$
|
236
|
|
|
|
|
|
|
|
|
|
(a)After the adoption of the FASB update for the fair value hierarchy, we separately report the investments for which fair value was measured using the net asset value per share as a practical expedient. Amounts presented in this table are intended to reconcile the fair value hierarchy to the pension plan assets.
(b)The negative cash balance was due to the timing of when investment trades occur and when they settle.
The activity during the year ended December 31, 2020 and 2019, for the assets using Level 3 fair value measurements was immaterial.
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
Cash flows
Estimated future benefit payments – The following gross benefit payments, which were estimated based on actuarial assumptions applied at December 31, 2020 and reflect expected future services, as appropriate, are to be paid in the years indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
Pension Benefits
|
|
|
|
Other Benefits
|
2021
|
$
|
31
|
|
|
|
|
$
|
10
|
|
2022
|
28
|
|
|
|
|
9
|
|
2023
|
27
|
|
|
|
|
8
|
|
2024
|
25
|
|
|
|
|
7
|
|
2025
|
23
|
|
|
|
|
6
|
|
2026 through 2030
|
$
|
104
|
|
|
|
|
$
|
23
|
|
Contributions to defined benefit plans – We expect to make contributions to the funded pension plan of up to $40 million in 2021. Cash contributions to be paid from our general assets for the unfunded portion of our pension and postretirement plans are expected to be approximately $3 million and $10 million in 2021.
Contributions to defined contribution plans – We contribute to several defined contribution plans for eligible employees. Contributions to these plans totaled $13 million, $18 million and $22 million in 2020, 2019 and 2018.
21. Reclassifications Out of Accumulated Other Comprehensive Income (Loss)
The following table presents a summary of amounts reclassified from accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
(In millions)
|
2020
|
|
2019
|
Income Statement Line
|
Postretirement and postemployment plans
|
|
|
|
|
Amortization of prior service credit
|
$
|
24
|
|
|
$
|
26
|
|
|
Amortization of actuarial loss
|
(11)
|
|
|
(8)
|
|
|
Net settlement loss
|
(30)
|
|
|
(12)
|
|
|
Net curtailment gain
|
17
|
|
|
—
|
|
|
|
—
|
|
|
6
|
|
Other net periodic benefit credits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
U.K pension plan transferred to buyer (a)(b)
|
—
|
|
|
83
|
|
|
Foreign currency translation adjustment related to sale of U.K. business(b)
|
—
|
|
|
30
|
|
|
Income taxes related to sale of U.K. business (b)
|
—
|
|
|
(45)
|
|
|
|
—
|
|
|
68
|
|
Net gain on disposal of assets
|
Other insignificant items
|
—
|
|
|
1
|
|
Net interest and other
|
|
|
|
|
|
Total reclassifications to expense, net of tax (c)
|
$
|
—
|
|
|
$
|
75
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)See Note 20 for detail on the U.K. pension plan.
(b)See Note 5 for detail on the U.K. disposition.
(c)During 2020 and 2019 we had a full valuation allowance on net federal deferred tax assets in the U.S. and as such, there is no tax impact to our postretirement and postemployment plans other than on the sale of the U.K. business.
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
22. Supplemental Cash Flow Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(In millions)
|
2020
|
|
2019
|
|
2018
|
Included in operating activities:
|
|
|
|
|
|
Interest paid, net of amounts capitalized
|
$
|
251
|
|
|
$
|
253
|
|
|
$
|
255
|
|
Income taxes paid to (received from) taxing authorities, net of refunds(a)
|
(51)
|
|
|
73
|
|
|
287
|
|
Noncash investing activities:
|
|
|
|
|
|
Increase (decrease) in asset retirement costs
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
(183)
|
|
Asset retirement obligations assumed by buyer(b)
|
—
|
|
|
1,082
|
|
|
82
|
|
|
|
|
|
|
|
(a)2020, 2019 and 2018 includes $94 million, $90 million and $37 million, related to tax refunds.
(b)In 2019, our dispositions include the sale of the Droshky field (Gulf of Mexico), the sale of our non-operated interest in the Atrush block in Kurdistan and the sale of our U.K. business. See Note 5 for further detail on dispositions.
Other noncash investing activities include accrued capital expenditures as of December 31, 2020, 2019 and 2018 of $95 million, $288 million and $250 million.
23. Other Items
Net interest and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(In millions)
|
2020
|
|
2019
|
|
2018
|
Interest:
|
|
|
|
|
|
Interest income
|
$
|
5
|
|
|
$
|
25
|
|
|
$
|
32
|
|
Interest expense
|
(279)
|
|
|
(280)
|
|
|
(280)
|
|
Income on interest rate swaps
|
12
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Total interest
|
(262)
|
|
|
(255)
|
|
|
(248)
|
|
|
|
|
|
|
|
Other:
|
|
|
|
|
|
Net foreign currency gain
|
—
|
|
|
4
|
|
|
9
|
|
|
|
|
|
|
|
Other
|
6
|
|
|
7
|
|
|
13
|
|
Total other
|
6
|
|
|
11
|
|
|
22
|
|
|
|
|
|
|
|
Net interest and other
|
$
|
(256)
|
|
|
$
|
(244)
|
|
|
$
|
(226)
|
|
Foreign currency – Aggregate foreign currency gains were included in the consolidated statements of income as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(In millions)
|
2020
|
|
2019
|
|
2018
|
Net interest and other
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
9
|
|
Provision for income taxes
|
—
|
|
|
2
|
|
|
10
|
|
Aggregate foreign currency gains
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
19
|
|
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
24. Equity Method Investments
During 2020, 2019 and 2018 our equity method investees were considered related parties and included:
•EGHoldings, in which we have a 60% noncontrolling interest. EGHoldings is engaged in LNG production activity.
•Alba Plant LLC, in which we have a 52% noncontrolling interest. Alba Plant LLC processes LPG.
•AMPCO, in which we have a 45% noncontrolling interest. AMPCO is engaged in methanol production activity.
Our equity method investments are summarized in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ownership as of
|
|
December 31,
|
(In millions)
|
December 31, 2020
|
|
2020
|
|
2019
|
EGHoldings
|
60%
|
|
$
|
113
|
|
|
$
|
310
|
|
Alba Plant LLC
|
52%
|
|
168
|
|
|
163
|
|
AMPCO
|
45%
|
|
166
|
|
|
190
|
|
Total
|
|
|
$
|
447
|
|
|
$
|
663
|
|
Dividends and partnership distributions received from equity method investees (excluding distributions that represented a return of capital previously contributed) were $49 million in 2020, $105 million in 2019 and $270 million in 2018.
During the year ended December 31, 2020, we recorded impairments of $171 million to an investment in an equity method investee, which was reflected in income (loss) from equity method investments in our consolidated statements of income. See Note 12 to the consolidated financial statements for further information on the equity method investee impairment.
Summarized financial information for equity method investees is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
2020
|
|
2019
|
|
2018
|
Income data – year:
|
|
|
|
|
|
Revenues and other income
|
$
|
586
|
|
|
$
|
832
|
|
|
$
|
1,269
|
|
Income (loss) from operations
|
16
|
|
|
250
|
|
|
588
|
|
Net income (loss)
|
(3)
|
|
|
187
|
|
|
459
|
|
Balance sheet data – December 31:
|
|
|
|
|
|
Current assets
|
$
|
389
|
|
|
$
|
455
|
|
|
|
Noncurrent assets
|
941
|
|
|
1,049
|
|
|
|
Current liabilities
|
235
|
|
|
284
|
|
|
|
Noncurrent liabilities
|
170
|
|
|
183
|
|
|
|
Revenues from related parties were $38 million, $42 million and $48 million in 2020, 2019 and 2018, respectively, with the majority related to EGHoldings in all years.
Current receivables from related parties at December 31, 2020 and 2019 were $24 million and $28 million, with the majority related to EGHoldings in 2020 and EGHoldings and Alba Plant LLC for 2019. Payables to related parties were $13 million and $11 million at December 31, 2020 and 2019, respectively, with the majority related to Alba Plant LLC in both periods.
25. Stockholders’ Equity
During 2020, we acquired approximately 9 million of common shares at a cost of $85 million, which are held as treasury stock. During 2019, we acquired 24 million of common shares at a cost of $345 million under the same program. As of December 31, 2020 the total remaining share repurchase authorization was $1.3 billion. Purchases under the program are made at our discretion and may be in either open market transactions, including block purchases, or in privately negotiated transactions using cash on hand, cash generated from operations or proceeds from potential asset sales. This program may be changed based upon our financial condition or changes in market conditions and is subject to termination prior to completion. The repurchase program does not include specific price targets or timetables.
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
26. Commitments and Contingencies
In the second quarter of 2019, Marathon E.G. Production Limited (“MEGPL”), a consolidated and wholly-owned subsidiary, signed a series of agreements to process third-party Alen Unit gas through existing infrastructure located in Punta Europa, E.G. Our equity method investee, Alba Plant LLC, is also a party to some of the agreements. These agreements contain clauses that require MEGPL to indemnify the owners of the Alen Unit against injury to Alba Plant LLC’s personnel and damage to or loss of Alba Plant LLC’s automobiles, as well as third party claims caused by Alba Plant and certain environmental liabilities arising from certain hydrocarbons in the custody of Alba Plant LLC. Pursuant to these agreements, MEGPL agreed to indemnify third party property or events, including environmental liabilities, injury to Alba Plant LLC’s personnel and damage to or loss of Alba Plant LLC’s automobiles. At this time, we cannot reasonably estimate this obligation as we do not have any history of prior indemnification claims or environmental discharge or contamination. Therefore, we have not recorded a liability with respect to these indemnities since the amount of potential future payments under these indemnification clauses is not determinable.
The agreements to process the third-party Alen Unit gas required the execution of third-party guarantees by Marathon Oil Corporation in favor of the Alen Unit’s owners. Two separate guarantees were executed during the second quarter of 2020; one for a maximum of $91 million pertaining to the payment obligations of Equatorial Guinea LNG Operations, S.A. and another for a maximum of $25 million pertaining to the payment obligations of Alba Plant LLC. Payment by us would be required if either of those entities fails to honor its payment obligations pursuant to the relevant agreements with the owners of the Alen Unit. Certain owners of the Alen Unit, or their affiliates, are also direct or indirect shareholders in Equatorial Guinea LNG Operations, S.A. and Alba Plant LLC. Each guarantee expires no later than December 31, 2027. We measured these guarantees at fair value using the net present value of premium payments we expect to receive from our investees. Our liability for these guarantees was $4 million as of December 31, 2020, with a corresponding receivable from our investees. Each of Equatorial Guinea LNG Operations, S.A. and Equatorial Guinea LNG Train 1, S.A. provided us with a pledge of its receivables as recourse against any payments we may make under the guaranty of Equatorial Guinea LNG Operations, S.A.’s performance.
Various groups, including the State of North Dakota and three Indian tribes represented by the Bureau of Indian Affairs, have been involved in a dispute regarding the ownership of certain lands underlying the Missouri River and Little Missouri River. As a result, as of December 31, 2020, we have a $107 million current liability in suspended royalty and working interest revenue, including interest, and have a long-term receivable of $23 million for capital and expenses.
In December 2019, we received a Notice of Violation from the North Dakota Department of Environmental Quality related to a release of produced water in North Dakota and a verbal notice of enforcement in January 2020 from the North Dakota Industrial Commission, related to a release of produced water in North Dakota. In January 2020, we received a Notice of Violation from the EPA related to the Clean Air Act. The enforcement actions will likely result in monetary sanctions and corrective actions yet-to-be specified; however, we do not believe this enforcement actions would have a material adverse effect on our consolidated financial position, results of operations or cash flow.
We are a defendant in a number of legal and administrative proceedings arising in the ordinary course of business including, but not limited to, royalty claims, contract claims, tax disputes and environmental claims. While the ultimate outcome and impact to us cannot be predicted with certainty, we believe the resolution of these proceedings will not have a material adverse effect on our consolidated financial position, results of operations or cash flows. Certain of these matters are discussed below.
Environmental matters – We have incurred and will continue to incur capital, operating and maintenance and remediation expenditures as a result of environmental laws and regulations. If these expenditures, as with all costs, are not ultimately offset by the prices we receive for our products and services, our operating results will be adversely affected. We believe that substantially all of our competitors must comply with similar environmental laws and regulations. However, the specific impact on each competitor may vary depending on a number of factors, including the age and location of its operating facilities, marketing areas and production processes. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites. Penalties may be imposed for noncompliance.
At December 31, 2020 and 2019, accrued liabilities for remediation were not material. It is not presently possible to estimate the ultimate amount of all remediation costs that might be incurred or the penalties that may be imposed.
Guarantees – Over the years, we have sold various assets in the normal course of our business. Certain of the related agreements contain performance and general guarantees, including guarantees regarding inaccuracies in representations, warranties, covenants and agreements and environmental and general indemnifications that require us to perform upon the occurrence of a triggering event or condition. These guarantees and indemnifications are part of the normal course of selling assets. We are typically not able to calculate the maximum potential amount of future payments that could be made under such
MARATHON OIL CORPORATION
Notes to Consolidated Financial Statements
contractual provisions because of the variability inherent in the guarantees and indemnities. Most often, the nature of the guarantees and indemnities is such that there is no appropriate method for quantifying the exposure because the underlying triggering event has little or no past experience upon which a reasonable prediction of the outcome can be based.
Contract commitments – At December 31, 2020 and 2019, contractual commitments to acquire property, plant and equipment totaled $15 million and $41 million.
In connection with the sale of our operated producing properties in the greater Ewing Bank area and non-operated producing interests in the Petronius and Neptune fields in the Gulf of Mexico, we retained an overriding royalty interest in the properties. As part of the sale agreement, cumulative proceeds associated with the production of our override were $57 million as of December 31, 2020, and are dedicated solely to the satisfaction of the corresponding future abandonment obligations of the properties. The term of our override ends once sales proceeds equal $70 million.
Select Quarterly Financial Data (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
(In millions,
except per share data)
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
|
Revenues from contracts with customers
|
$
|
1,024
|
|
|
$
|
490
|
|
|
$
|
761
|
|
|
$
|
822
|
|
|
$
|
1,200
|
|
|
$
|
1,381
|
|
|
$
|
1,249
|
|
|
$
|
1,233
|
|
|
Income (loss) before income taxes (a)(b)
|
(49)
|
|
|
(765)
|
|
|
(310)
|
|
|
(341)
|
|
|
27
|
|
|
193
|
|
|
175
|
|
|
(3)
|
|
|
Net income (loss)
|
$
|
(46)
|
|
|
$
|
(750)
|
|
|
$
|
(317)
|
|
|
$
|
(338)
|
|
|
$
|
174
|
|
|
$
|
161
|
|
|
$
|
165
|
|
|
$
|
(20)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) per basic and diluted share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
$
|
(0.06)
|
|
|
$
|
(0.95)
|
|
|
$
|
(0.40)
|
|
|
$
|
(0.43)
|
|
|
$
|
0.21
|
|
|
$
|
0.20
|
|
|
$
|
0.21
|
|
|
$
|
(0.03)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid per share
|
$
|
0.05
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.03
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
(a) The first quarter of 2020, includes mark-to-market gain on commodity derivatives of $171 million and a full impairment of goodwill in our International reporting unit of $95 million. (See Item 8. Financial Statements and Supplementary Data – Note 15 to the consolidated financial statements). Additionally, the second and third quarters of 2020 include impairments on an equity method investment of $152 million and $18 million, respectively. The fourth quarter of 2020 also includes $46 million of proved property impairments and $78 million of unproved property impairments. (For more information on impairments, see Item 8. Financial Statements and Supplementary Data – Note 12 to the consolidated financial statements).
(b) The first and fourth quarter of 2019 includes a mark-to-market loss on commodity derivatives of $113 million and $55 million.
Supplementary Information on Oil and Gas Producing Activities (Unaudited)
The supplementary information is disclosed by the following geographic areas: the U.S.; E.G.; Libya; and Other International (“Other Int’l”), which includes the U.K. and the Kurdistan Region of Iraq. For further details on our dispositions that affect the information included in this supplemental information, see Note 5.
Preparation of Reserve Estimates
All estimates of reserves are made in compliance with SEC Rule 4-10 of Regulation S-X. Crude oil and condensate, NGLs, and natural gas reserve estimates are reviewed and approved by our Corporate Reserves Group (“CRG”), which includes our Vice President of Corporate Reserves and his staff of Reserve Coordinators. Crude oil and condensate, NGLs and natural gas reserve estimates are developed or reviewed by Qualified Reserves Estimators (“QREs”). QREs are petro-technical professionals located throughout our organization who meet the qualifications we have established for employees engaged in estimating reserves and resources. QREs have the education, experience and training necessary to estimate reserves and resources in a manner consistent with all external reserve estimation regulations and internal resource estimation directives and practices. QREs generally hold at least a Bachelor of Science degree in the appropriate technical field, have a minimum of five years of industry experience with at least three years in reserve estimation and have completed our QRE training course. All reserves changes (including proved) must be approved by our Asset leadership and CRG. Additionally, any change to proved reserve estimates in excess of 5 mmboe on a total field basis, within a single month, must be approved by the Vice President of Corporate Reserves.
The Vice President of Corporate Reserves, who reports to our Executive Vice President and Chief Financial Officer, has a Bachelor of Science degree in petroleum engineering and is a registered Professional Engineer in Texas and Colorado. In his 22 years with Marathon Oil, he has held numerous engineering and management positions related to the Company’s U.S. production operations in Oklahoma, Colorado and North Dakota, as well as international production operations in Aberdeen and Kurdistan. Prior positions include Vice President of petro-technical support teams (Technology Application) and Regional Vice President of the Bakken Asset. He is a 25 year member of the Society of Petroleum Engineers (“SPE”).
Technologies used in proved reserves estimation includes statistical analysis of production performance, decline curve analysis, pressure and rate transient analysis, pressure gradient analysis, reservoir simulation and volumetric analysis. The observed statistical nature of production performance coupled with highly certain reservoir continuity or quality within the reliable technology areas and sufficient proved developed locations establish the reasonable certainty criteria required for booking proved reserves.
Audits of Estimates
We have established a robust series of internal controls, policies and processes intended to ensure the quality and accuracy of our internal reserve estimates. We also engage third-party consultants to audit our estimates of proved reserves. Our policy requires that audits are provided that comprise at least 80% of our total proved reserves over a rolling four-year period, adjusted for dispositions. We have conducted our audits on a one-year in arrears basis and accordingly, our third-party consultants have not yet performed any audits of our reserve estimates for the year-ended December 31, 2020. In calculating our proved reserve audit coverage percentage, we only include the most recent year a field was audited within the rolling four-year period. To illustrate, our third-party proved reserve audit conducted during 2020 was for reserve estimates as of December 31, 2019 and covered reserves in Equatorial Guinea (169 mmboe). The reserve audits conducted during 2019 were for reserve estimates as of December 31, 2018 and included reserves in Eagle Ford (347 mmboe) and Oklahoma (255 mmboe), which is reflected net of 2019 production in calculating our audit coverage as of December 31, 2020. The reserve audits conducted during 2018 were for reserve estimates as of December 31, 2017 and included reserves in Bakken (283 mmboe), which is reflected net of 2018 and 2019 production in calculating our audit coverage as of December 31, 2020. On this basis, our third-party reserve audits covered 88% of our total proved reserves, excluding dispositions. An audit tolerance at a field level of +/- 10% to our internal estimates has been established. All audits conducted during this period fell within the established tolerance.
For the reserve estimates as of December 31, 2019, Netherland, Sewell & Associates, Inc. (“NSAI”) prepared a reserves certification for the Alba field in E.G. The NSAI summary report is filed as an exhibit to this Annual Report on Form 10-K. Members of the NSAI team have multiple years of industry experience, having worked for large, international oil and gas companies before joining NSAI. NSAI’s technical team members meet or exceed the education, training and experience requirements set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the SPE. The senior technical advisor has over 16 years of practical experience in petroleum engineering and the estimation and evaluation of reserves and is a registered Professional Engineer in the State of Texas. The second team member has over 14 years of practical experience in petroleum geosciences and is a licensed Professional Geoscientist in the State of Texas.
Supplementary Information on Oil and Gas Producing Activities (Unaudited)
Ryder Scott Company performed audits for reserve estimates of our fields as of December 31, 2018 and 2017. Their summary reports are filed as exhibits to this Annual Report on Form 10-K. The team lead for Ryder Scott has over 38 years of industry experience, having worked for a major financial advisory services group before joining Ryder Scott. He is a 25 year member of SPE and is a registered Professional Engineer in the State of Texas.
Estimated Quantities of Proved Oil and Gas Reserves
The estimation of net recoverable quantities of crude oil and condensate, NGLs and natural gas is a highly technical process which is based upon several underlying assumptions that are subject to change. Proved reserves are determined using “SEC Pricing”, calculated as an unweighted arithmetic average of the first-day-of-the-month closing price for each month. As discussed in Item 1A. Risk Factors and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates, commodity prices are volatile which can have an impact on proved reserves. If crude oil prices in the future average below prices used to determine proved reserves at December 31, 2020, it could have an adverse effect on our estimates of proved reserve volumes and the value of our business. Future reserve revisions could also result from changes in capital funding, drilling plans and governmental regulation, among other things. It is difficult to estimate the magnitude of any potential price change and the effect on proved reserves, due to numerous factors (including future crude oil price and performance revisions).
The table below provides the 2020 SEC pricing for certain benchmark prices:
|
|
|
|
|
|
|
2020 SEC Pricing
|
WTI crude oil (per bbl)
|
$
|
39.57
|
|
Henry Hub natural gas (per mmbtu)
|
$
|
1.99
|
|
Brent crude oil (per bbl)
|
$
|
41.77
|
|
Mont Belvieu NGLs (per bbl)
|
$
|
14.41
|
|
Supplementary Information on Oil and Gas Producing Activities (Unaudited)
Estimated Quantities of Proved Oil and Gas Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(mmbbl)
|
U.S.
|
|
E.G.(a)
|
|
Libya(b)
|
|
Other Int'l(c)
|
|
Total
|
Crude oil and condensate
|
|
|
|
|
|
|
|
|
|
Proved developed and undeveloped reserves:
|
Beginning of year - 2018
|
570
|
|
|
39
|
|
|
165
|
|
|
26
|
|
|
800
|
|
Revisions of previous estimates
|
49
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
55
|
|
|
|
|
|
|
|
|
|
|
|
Extensions, discoveries and other additions
|
42
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
44
|
|
Production
|
(63)
|
|
|
(6)
|
|
|
(3)
|
|
|
(5)
|
|
|
(77)
|
|
Sales of reserves in place
|
(3)
|
|
|
—
|
|
|
(162)
|
|
|
(1)
|
|
|
(166)
|
|
End of year - 2018
|
595
|
|
|
36
|
|
|
—
|
|
|
25
|
|
|
656
|
|
Revisions of previous estimates
|
34
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
37
|
|
Purchases of reserves in place
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
Extensions, discoveries and other additions
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
Production
|
(69)
|
|
|
(6)
|
|
|
—
|
|
|
(2)
|
|
|
(77)
|
|
Sales of reserves in place
|
(3)
|
|
|
—
|
|
|
—
|
|
|
(23)
|
|
|
(26)
|
|
End of year - 2019
|
619
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
652
|
|
Revisions of previous estimates
|
(86)
|
|
|
(2)
|
|
|
—
|
|
|
—
|
|
|
(88)
|
|
|
|
|
|
|
|
|
|
|
|
Extensions, discoveries and other additions
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
Production
|
(65)
|
|
|
(5)
|
|
|
—
|
|
|
—
|
|
|
(70)
|
|
Sales of reserves in place
|
(1)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
|
End of year - 2020
|
483
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
509
|
|
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
Beginning of year - 2018
|
263
|
|
|
39
|
|
|
165
|
|
|
17
|
|
|
484
|
|
End of year - 2018
|
287
|
|
|
36
|
|
|
—
|
|
|
22
|
|
|
345
|
|
End of year - 2019
|
304
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
334
|
|
End of year - 2020
|
301
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
324
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
Beginning of year - 2018
|
307
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
316
|
|
End of year - 2018
|
308
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
311
|
|
End of year - 2019
|
315
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
318
|
|
End of year - 2020
|
182
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
185
|
|
Supplementary Information on Oil and Gas Producing Activities (Unaudited)
Estimated Quantities of Proved Oil and Gas Reserves (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(mmbbl)
|
U.S.
|
|
E.G.(a)
|
|
Libya(b)
|
|
Other Int'l(c)
|
|
Total
|
Natural gas liquids
|
|
|
|
|
|
|
|
|
|
Proved developed and undeveloped reserves:
|
Beginning of year - 2018
|
229
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
254
|
|
Revisions of previous estimates
|
(9)
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(8)
|
|
|
|
|
|
|
|
|
|
|
|
Extensions, discoveries and other additions
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
Production
|
(20)
|
|
|
(4)
|
|
|
—
|
|
|
—
|
|
|
(24)
|
|
Sales of reserves in place
|
(1)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
|
End of year - 2018
|
224
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
246
|
|
Revisions of previous estimates
|
(21)
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(19)
|
|
Purchases of reserves in place
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
Extensions, discoveries and other additions
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
Production
|
(22)
|
|
|
(3)
|
|
|
—
|
|
|
—
|
|
|
(25)
|
|
Sales of reserves in place
|
(1)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
|
End of year - 2019
|
204
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
225
|
|
Revisions of previous estimates
|
(33)
|
|
|
(2)
|
|
|
—
|
|
|
—
|
|
|
(35)
|
|
|
|
|
|
|
|
|
|
|
|
Extensions, discoveries and other additions
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
Production
|
(22)
|
|
|
(3)
|
|
|
—
|
|
|
—
|
|
|
(25)
|
|
|
|
|
|
|
|
|
|
|
|
End of year - 2020
|
155
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
171
|
|
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
Beginning of year - 2018
|
118
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
143
|
|
End of year - 2018
|
119
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
141
|
|
End of year - 2019
|
122
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
141
|
|
End of year - 2020
|
110
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
124
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
Beginning of year - 2018
|
111
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
111
|
|
End of year - 2018
|
105
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
105
|
|
End of year - 2019
|
82
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
84
|
|
End of year - 2020
|
45
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
47
|
|
Supplementary Information on Oil and Gas Producing Activities (Unaudited)
Estimated Quantities of Proved Oil and Gas Reserves (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(bcf)
|
U.S.
|
|
E.G.(a)
|
|
Libya(b)
|
|
Other Int'l(c)
|
|
Total
|
Natural gas
|
|
|
|
|
|
|
|
|
|
Proved developed and undeveloped reserves:
|
Beginning of year - 2018
|
1,324
|
|
|
833
|
|
|
204
|
|
|
8
|
|
|
2,369
|
|
Revisions of previous estimates
|
188
|
|
|
35
|
|
|
—
|
|
|
4
|
|
|
227
|
|
Purchases of reserves in place
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Extensions, discoveries and other additions
|
198
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
198
|
|
Production(d)
|
(156)
|
|
|
(153)
|
|
|
(1)
|
|
|
(5)
|
|
|
(315)
|
|
Sales of reserves in place
|
(1)
|
|
|
—
|
|
|
(203)
|
|
|
—
|
|
|
(204)
|
|
End of year - 2018
|
1,553
|
|
|
715
|
|
|
—
|
|
|
7
|
|
|
2,275
|
|
Revisions of previous estimates
|
(223)
|
|
|
108
|
|
|
—
|
|
|
—
|
|
|
(115)
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of reserves in place
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
Extensions, discoveries and other additions
|
118
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118
|
|
Production(d)
|
(160)
|
|
|
(133)
|
|
|
—
|
|
|
(3)
|
|
|
(296)
|
|
Sales of reserves in place
|
(38)
|
|
|
—
|
|
|
—
|
|
|
(4)
|
|
|
(42)
|
|
End of year - 2019
|
1,278
|
|
|
690
|
|
|
—
|
|
|
—
|
|
|
1,968
|
|
Revisions of previous estimates
|
7
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
Extensions, discoveries and other additions
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
Production(d)
|
(155)
|
|
|
(121)
|
|
|
—
|
|
|
—
|
|
|
(276)
|
|
Sales of reserves in place
|
(1)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
|
End of year - 2020
|
1,174
|
|
|
574
|
|
|
—
|
|
|
—
|
|
|
1,748
|
|
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
Beginning of year - 2018
|
726
|
|
|
833
|
|
|
94
|
|
|
2
|
|
|
1,655
|
|
End of year - 2018
|
869
|
|
|
715
|
|
|
—
|
|
|
7
|
|
|
1,591
|
|
End of year - 2019
|
825
|
|
|
649
|
|
|
—
|
|
|
—
|
|
|
1,474
|
|
End of year - 2020
|
827
|
|
|
526
|
|
|
—
|
|
|
—
|
|
|
1,353
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
Beginning of year - 2018
|
598
|
|
|
—
|
|
|
110
|
|
|
6
|
|
|
714
|
|
End of year - 2018
|
684
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
684
|
|
End of year - 2019
|
453
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
494
|
|
End of year - 2020
|
347
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
395
|
|
Supplementary Information on Oil and Gas Producing Activities (Unaudited)
Estimated Quantities of Proved Oil and Gas Reserves (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(mmboe)
|
U.S.
|
|
E.G.(a)
|
|
Libya(b)
|
|
Other Int'l(c)
|
|
Total
|
Total Proved Reserves
|
|
|
|
|
|
|
|
|
|
Proved developed and undeveloped reserves:
|
Beginning of year - 2018
|
1,020
|
|
|
203
|
|
|
199
|
|
|
27
|
|
|
1,449
|
|
Revisions of previous estimates
|
71
|
|
|
8
|
|
|
—
|
|
|
5
|
|
|
84
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Extensions, discoveries and
other additions
|
100
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
102
|
|
Production(d)
|
(109)
|
|
|
(35)
|
|
|
(3)
|
|
|
(6)
|
|
|
(153)
|
|
Sales of reserves in place
|
(4)
|
|
|
—
|
|
|
(196)
|
|
|
(1)
|
|
|
(201)
|
|
End of year - 2018
|
1,078
|
|
|
176
|
|
|
—
|
|
|
27
|
|
|
1,281
|
|
Revisions of previous estimates
|
(23)
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of reserves in place
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
Extensions, discoveries and
other additions
|
91
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91
|
|
Production(d)
|
(117)
|
|
|
(31)
|
|
|
—
|
|
|
(3)
|
|
|
(151)
|
|
Sales of reserves in place
|
(11)
|
|
|
—
|
|
|
—
|
|
|
(24)
|
|
|
(35)
|
|
End of year - 2019
|
1,036
|
|
|
169
|
|
|
—
|
|
|
—
|
|
|
1,205
|
|
Revisions of previous estimates
|
(118)
|
|
|
(4)
|
|
|
—
|
|
|
—
|
|
|
(122)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Extensions, discoveries and
other additions
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
Production(d)
|
(112)
|
|
|
(28)
|
|
|
—
|
|
|
—
|
|
|
(140)
|
|
Sales of reserves in place
|
(1)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
|
End of year - 2020
|
835
|
|
|
137
|
|
|
—
|
|
|
—
|
|
|
972
|
|
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
Beginning of year - 2018
|
502
|
|
|
203
|
|
|
181
|
|
|
17
|
|
|
903
|
|
End of year - 2018
|
552
|
|
|
176
|
|
|
—
|
|
|
24
|
|
|
752
|
|
End of year - 2019
|
563
|
|
|
158
|
|
|
—
|
|
|
—
|
|
|
721
|
|
End of year - 2020
|
549
|
|
|
125
|
|
|
—
|
|
|
—
|
|
|
674
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
Beginning of year - 2018
|
518
|
|
|
—
|
|
|
18
|
|
|
10
|
|
|
546
|
|
End of year - 2018
|
526
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
529
|
|
End of year - 2019
|
473
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
484
|
|
End of year - 2020
|
286
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
298
|
|
(a)Consists of estimated reserves from properties governed by production sharing contracts.
(b)In 2018, we closed on the sale of our subsidiary, Marathon Oil Libya Limited.
(c)In 2019, we closed on the sale of our U.K. business and our non-operated interested in the Atrush block of Kurdistan. These volumes are reflected in Other Int’l in the tables above for the periods presented.
(d)Excludes the resale of purchased natural gas used in reservoir management.
Supplementary Information on Oil and Gas Producing Activities (Unaudited)
2020 proved reserves decreased by 233 mmboe primarily due to the following:
•Revisions of previous estimates: Decreased by 122 mmboe as referenced below:
Increases:
•46 mmboe associated with technical revisions, including lower operating costs
Decreases:
•130 mmboe due to decreased capital activity in the forecasted 5-year plan in the U.S. resource plays
•38 mmboe due to reduced commodity prices
•Extensions, discoveries and other additions: Increased by 30 mmboe in the U.S. resource plays as referenced below:
Increases:
•18 mmboe associated with wells to sales from unproved categories
•12 mmboe associated with the expansion of proved areas
•Production: Decreased by 140 mmboe.
•Sales of reserves in place: Decreased by 1 mmboe due to divestitures of certain U.S. assets.
2019 proved reserves decreased by 76 mmboe primarily due to the following:
•Revisions of previous estimates: Increased by 1 mmboe as referenced below:
Increases:
•20 mmboe associated with wells to sales that were additions to the plan
•11 mmboe associated with planned compression in E.G.
•11 mmboe due to technical revisions in E.G.
Decreases:
•24 mmboe due to reduced commodity pricing
•12 mmboe due to technical revisions in the U.S. resource plays
•5 mmboe due to changes in the 5-year plan in the U.S. resource plays
•Purchases of reserves in place: Increased by 18 mmboe due to the acquisition in the Eagle Ford.
•Extensions, discoveries and other additions: Increased by 91 mmboe in the U.S. resource plays as referenced below:
Increases:
•53 mmboe associated with the expansion of proved areas
•38 mmboe associated with wells to sales from unproved categories
•Production: Decreased by 151 mmboe.
•Sales of reserves in place: Decreased by 35 mmboe as referenced below:
Decreases:
•19 mmboe associated with the sale of assets in the U.K.
•11 mmboe associated with divestitures of certain U.S. assets
•5 mmboe associated with the sale of the Atrush block in Kurdistan
2018 proved reserves decreased by 168 mmboe primarily due to the following:
•Revisions of previous estimates: Increased by 84 mmboe as referenced below:
Increases:
•108 mmboe associated with the acceleration of higher economic wells in the U.S. resource plays into the 5-year plan
•15 mmboe associated with wells to sales that were additions to the plan
Decreases:
•39 mmboe due to technical revisions across the business
•Extensions, discoveries and other additions: Increased by 102 mmboe primarily in the U.S. resource plays as referenced below:
Increases:
•69 mmboe associated with the expansion of proved areas
•33 mmboe associated with wells to sales from unproved categories
•Production: Decreased by 153 mmboe.
•Sales of reserves in place: Decreased by 201 mmboe as referenced below:
Supplementary Information on Oil and Gas Producing Activities (Unaudited)
Decreases:
•196 mmboe associated with the sale of our subsidiary in Libya
•4 mmboe associated with divestitures of certain conventional assets in New Mexico and Michigan
•1 mmboe associated with the sale of the Sarsang block in Kurdistan
Changes in Proved Undeveloped Reserves
The following table shows changes in proved undeveloped reserves for 2020:
|
|
|
|
|
|
(mmboe)
|
|
Beginning of year
|
484
|
|
Revisions of previous estimates
|
(127)
|
|
|
|
Extensions, discoveries and other additions
|
11
|
|
|
|
Transfers to proved developed
|
(70)
|
|
End of year
|
298
|
|
Revisions of prior estimates: Decreased by 127 mmboe as referenced below:
Increases:
•19 mmboe associated with technical revisions
Decreases:
•133 mmboe due to reduction of capital activity in the forecasted 5-year plan in the U.S. resource plays
•13 mmboe due to reduced commodity pricing
Extensions, discoveries and other additions: Increased by 11 mmboe associated with expansion of proved areas in Northern Delaware.
Transfers to proved developed: 70 mmboe of PUD reserves were converted to proved developed status during 2020, primarily from assets in our U.S. resource plays. This 2020 transfer equates to a 14% PUD conversion rate and a 5-year average annual PUD conversion rate during the 2016-2020 period of 18%. All proved undeveloped reserve drilling locations are scheduled to be producing within five years of the initial booking date.
Costs Incurred & Future Costs to Develop
Costs incurred in 2020, 2019 and 2018 relating to the development of proved undeveloped reserves were $466 million, $1,261 million and $1,082 million.
The following table shows future development costs estimated to be required for the development of proved undeveloped reserves for future years.
|
|
|
|
|
|
(In millions)
|
Future Development Costs
|
2021
|
$
|
808
|
|
2022
|
874
|
|
2023
|
822
|
|
2024
|
577
|
|
2025
|
286
|
|
Supplementary Information on Oil and Gas Producing Activities (Unaudited)
Capitalized Costs and Accumulated Depreciation, Depletion and Amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
U.S.
|
|
E.G.
|
|
Total
|
Year Ended December 31, 2020
|
|
|
|
|
|
Capitalized Costs:
|
|
|
|
|
|
Proved properties
|
$
|
30,398
|
|
|
$
|
2,057
|
|
|
$
|
32,455
|
|
Unproved properties
|
2,721
|
|
|
—
|
|
|
2,721
|
|
Total
|
33,119
|
|
|
2,057
|
|
|
35,176
|
|
Accumulated depreciation, depletion and amortization:
|
|
|
|
|
|
Proved properties
|
17,616
|
|
|
1,650
|
|
|
19,266
|
|
Unproved properties(a)
|
433
|
|
|
(7)
|
|
|
426
|
|
Total
|
18,049
|
|
|
1,643
|
|
|
19,692
|
|
Net capitalized costs
|
$
|
15,070
|
|
|
$
|
414
|
|
|
$
|
15,484
|
|
Year Ended December 31, 2019
|
|
|
|
|
|
Capitalized Costs:
|
|
|
|
|
|
Proved properties
|
$
|
29,250
|
|
|
$
|
2,042
|
|
|
$
|
31,292
|
|
Unproved properties
|
2,880
|
|
|
12
|
|
|
2,892
|
|
Total
|
32,130
|
|
|
2,054
|
|
|
34,184
|
|
Accumulated depreciation, depletion and amortization:
|
|
|
|
|
|
Proved properties
|
15,435
|
|
|
1,568
|
|
|
17,003
|
|
Unproved properties(a)
|
357
|
|
|
(7)
|
|
|
350
|
|
Total
|
15,792
|
|
|
1,561
|
|
|
17,353
|
|
Net capitalized costs
|
$
|
16,338
|
|
|
$
|
493
|
|
|
$
|
16,831
|
|
(a)Includes unproved property impairments (See Note 12).
Supplementary Information on Oil and Gas Producing Activities (Unaudited)
Costs Incurred for Property Acquisition, Exploration and Development (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
U.S.
|
|
E.G.
|
|
Other Int’l
|
|
Total
|
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unproved property acquisition
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36
|
|
Exploration
|
330
|
|
|
—
|
|
|
—
|
|
|
330
|
|
Development
|
780
|
|
|
9
|
|
|
—
|
|
|
789
|
|
Total
|
$
|
1,146
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
1,155
|
|
December 31, 2019
|
|
|
|
|
|
|
|
Property acquisition:
|
|
|
|
|
|
|
|
Proved
|
$
|
93
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
93
|
|
Unproved
|
282
|
|
|
—
|
|
|
—
|
|
|
282
|
|
Exploration
|
862
|
|
|
—
|
|
|
—
|
|
|
862
|
|
Development
|
1,675
|
|
|
1
|
|
|
23
|
|
|
1,699
|
|
Total
|
$
|
2,912
|
|
|
$
|
1
|
|
|
$
|
23
|
|
|
$
|
2,936
|
|
December 31, 2018
|
|
|
|
|
|
|
|
Property acquisition:
|
|
|
|
|
|
|
|
Proved
|
$
|
211
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
222
|
|
Unproved
|
144
|
|
|
—
|
|
|
—
|
|
|
144
|
|
Exploration
|
929
|
|
|
1
|
|
|
(9)
|
|
|
921
|
|
Development
|
1,332
|
|
|
(2)
|
|
|
(126)
|
|
(b)
|
1,204
|
|
Total
|
$
|
2,616
|
|
|
$
|
(1)
|
|
|
$
|
(124)
|
|
|
$
|
2,491
|
|
(a)Includes costs incurred whether capitalized or expensed.
(b)Includes revisions to asset retirement costs primarily due to changes in U.K. estimated costs as well as timing of abandonment activities.
Supplementary Information on Oil and Gas Producing Activities (Unaudited)
Results of Operations for Oil and Gas Producing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
E.G.
|
|
Libya
|
|
Other Int’l
|
|
Total
|
Year Ended December 31, 2020
|
|
|
|
|
|
|
|
|
|
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
Sales
|
$
|
2,955
|
|
|
$
|
173
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,128
|
|
Other income(a)
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
Total revenues and other income
|
2,964
|
|
|
173
|
|
|
—
|
|
|
—
|
|
|
3,137
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
Production costs
|
(1,134)
|
|
|
(61)
|
|
|
—
|
|
|
—
|
|
|
(1,195)
|
|
Exploration expenses(b)
|
(175)
|
|
|
(6)
|
|
|
—
|
|
|
—
|
|
|
(181)
|
|
Depreciation, depletion and amortization(c)
|
(2,260)
|
|
|
(81)
|
|
|
—
|
|
|
—
|
|
|
(2,341)
|
|
Technical support and other
|
(48)
|
|
|
(3)
|
|
|
—
|
|
|
—
|
|
|
(51)
|
|
Total expenses
|
(3,617)
|
|
|
(151)
|
|
|
—
|
|
|
—
|
|
|
(3,768)
|
|
Results before income taxes
|
(653)
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
(631)
|
|
Income tax (provision) benefit
|
9
|
|
|
(5)
|
|
|
—
|
|
|
—
|
|
|
4
|
|
Results of operations
|
$
|
(644)
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(627)
|
|
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
Sales
|
$
|
4,472
|
|
|
$
|
307
|
|
|
$
|
—
|
|
|
$
|
140
|
|
|
$
|
4,919
|
|
|
|
|
|
|
|
|
|
|
|
Other income(a)
|
46
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
49
|
|
Total revenues and other income
|
4,518
|
|
|
307
|
|
|
—
|
|
|
143
|
|
|
4,968
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
Production costs
|
(1,384)
|
|
|
(73)
|
|
|
—
|
|
|
(71)
|
|
|
(1,528)
|
|
Exploration expenses(b)
|
(149)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(149)
|
|
Depreciation, depletion and amortization(c)
|
(2,274)
|
|
|
(97)
|
|
|
—
|
|
|
(23)
|
|
|
(2,394)
|
|
Technical support and other
|
(38)
|
|
|
(9)
|
|
|
—
|
|
|
(10)
|
|
|
(57)
|
|
Total expenses
|
(3,845)
|
|
|
(179)
|
|
|
—
|
|
|
(104)
|
|
|
(4,128)
|
|
Results before income taxes
|
673
|
|
|
128
|
|
|
—
|
|
|
39
|
|
|
840
|
|
Income tax (provision) benefit
|
(6)
|
|
|
(32)
|
|
|
—
|
|
|
12
|
|
|
(26)
|
|
Results of operations
|
$
|
667
|
|
|
$
|
96
|
|
|
$
|
—
|
|
|
$
|
51
|
|
|
$
|
814
|
|
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
Sales
|
$
|
4,842
|
|
|
$
|
383
|
|
|
$
|
196
|
|
|
$
|
402
|
|
|
$
|
5,823
|
|
|
|
|
|
|
|
|
|
|
|
Other income(a)
|
81
|
|
|
—
|
|
|
255
|
|
|
104
|
|
|
440
|
|
Total revenues and other income
|
4,923
|
|
|
383
|
|
|
451
|
|
|
506
|
|
|
6,263
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
Production costs
|
(1,371)
|
|
|
(68)
|
|
|
(12)
|
|
|
(180)
|
|
|
(1,631)
|
|
Exploration expenses(b)
|
(245)
|
|
|
(51)
|
|
|
—
|
|
|
7
|
|
|
(289)
|
|
Depreciation, depletion and amortization(c)
|
(2,247)
|
|
|
(117)
|
|
|
(8)
|
|
|
(102)
|
|
|
(2,474)
|
|
Technical support and other
|
(49)
|
|
|
(5)
|
|
|
—
|
|
|
(6)
|
|
|
(60)
|
|
Total expenses
|
(3,912)
|
|
|
(241)
|
|
|
(20)
|
|
|
(281)
|
|
|
(4,454)
|
|
Results before income taxes
|
1,011
|
|
|
142
|
|
|
431
|
|
|
225
|
|
|
1,809
|
|
Income tax (provision) benefit
|
19
|
|
|
(38)
|
|
|
(163)
|
|
|
(124)
|
|
|
(306)
|
|
Results of operations
|
$
|
1,030
|
|
|
$
|
104
|
|
|
$
|
268
|
|
|
$
|
101
|
|
|
$
|
1,503
|
|
(a)Includes net gain (loss) on dispositions (See Note 5). In 2018 this also includes revisions to asset retirement costs primarily due to changes in U.K. estimated costs as well as timing of abandonment activities.
(b)Includes exploratory dry well costs, unproved property impairments and other.
(c)Includes long-lived asset impairments (See Note 12).
Supplementary Information on Oil and Gas Producing Activities (Unaudited)
Results of Operations for Oil and Gas Producing Activities
The following reconciles results of operations for oil and gas producing activities to segment income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(In millions)
|
2020
|
|
2019
|
|
2018
|
Results of operations
|
$
|
(627)
|
|
|
$
|
814
|
|
|
$
|
1,503
|
|
Items not included in results of oil and gas operations, net of tax:
|
|
|
|
|
|
Marketing income and other non-oil and gas producing related activities
|
(135)
|
|
|
(141)
|
|
|
(170)
|
|
Income from equity method investments
|
19
|
|
|
87
|
|
|
214
|
|
Items not allocated to segment income, net of tax:
|
|
|
|
|
|
Loss (gain) on asset dispositions and other
|
62
|
|
|
—
|
|
|
(304)
|
|
Long-lived asset impairments
|
49
|
|
|
24
|
|
|
103
|
|
Unproved property impairments
|
82
|
|
|
—
|
|
|
—
|
|
Unrealized loss (gain) on derivatives
|
27
|
|
|
124
|
|
|
(265)
|
|
Segment income (loss)
|
$
|
(523)
|
|
|
$
|
908
|
|
|
$
|
1,081
|
|
Supplementary Information on Oil and Gas Producing Activities (Unaudited)
Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Reserves
U.S. GAAP prescribes guidelines for computing the standardized measure of future net cash flows and changes therein relating to estimated proved reserves, giving very specific assumptions to be made such as the use of a 10% discount rate and an unweighted average of commodity prices in the prior 12-month period using the closing prices on the first day of each month as well as current costs applicable at the date of the estimate. These and other required assumptions have not always proved accurate in the past, and other valid assumptions would give rise to substantially different results. In addition, the 10% discount rate required to be used is not necessarily the most appropriate discount factor based on our cost of capital and the risks associated with our business and the oil and natural gas industry in general. This information is not the fair value nor does it represent the expected present value of future cash flows of our crude oil and condensate, natural gas liquids and natural gas reserves.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
U.S.
|
|
E.G.
|
|
Other Int’l
|
|
Total
|
Year Ended December 31, 2020
|
|
|
|
|
|
|
|
Future cash inflows
|
$
|
21,847
|
|
|
$
|
941
|
|
|
$
|
—
|
|
|
$
|
22,788
|
|
Future production and support costs
|
(10,822)
|
|
|
(592)
|
|
|
—
|
|
|
(11,414)
|
|
Future development costs
|
(3,977)
|
|
|
(19)
|
|
|
—
|
|
|
(3,996)
|
|
Future income tax expenses
|
(12)
|
|
|
(84)
|
|
|
—
|
|
|
(96)
|
|
Future net cash flows
|
$
|
7,036
|
|
|
$
|
246
|
|
|
$
|
—
|
|
|
$
|
7,282
|
|
10% annual discount for timing of cash flows
|
(3,207)
|
|
|
(56)
|
|
|
—
|
|
|
(3,263)
|
|
Standardized measure of discounted future net cash flows
|
$
|
3,829
|
|
|
$
|
190
|
|
|
$
|
—
|
|
|
$
|
4,019
|
|
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
Future cash inflows
|
$
|
40,487
|
|
|
$
|
1,812
|
|
|
$
|
—
|
|
|
$
|
42,299
|
|
Future production and support costs
|
(14,167)
|
|
|
(838)
|
|
|
—
|
|
|
(15,005)
|
|
Future development costs
|
(7,561)
|
|
|
(18)
|
|
|
—
|
|
|
(7,579)
|
|
Future income tax expenses
|
(1,085)
|
|
|
(280)
|
|
|
—
|
|
|
(1,365)
|
|
Future net cash flows
|
$
|
17,674
|
|
|
$
|
676
|
|
|
$
|
—
|
|
|
$
|
18,350
|
|
10% annual discount for timing of cash flows
|
(7,416)
|
|
|
(179)
|
|
|
—
|
|
|
(7,595)
|
|
Standardized measure of discounted future net cash flows
|
$
|
10,258
|
|
|
$
|
497
|
|
|
$
|
—
|
|
|
$
|
10,755
|
|
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
Future cash inflows
|
$
|
49,054
|
|
|
$
|
2,218
|
|
|
$
|
1,813
|
|
|
$
|
53,085
|
|
Future production and support costs
|
(15,995)
|
|
|
(878)
|
|
|
(876)
|
|
|
(17,749)
|
|
Future development costs
|
(7,729)
|
|
|
(12)
|
|
|
(1,072)
|
|
|
(8,813)
|
|
Future income tax expenses
|
(1,967)
|
|
|
(355)
|
|
|
275
|
|
|
(2,047)
|
|
Future net cash flows
|
$
|
23,363
|
|
|
$
|
973
|
|
|
$
|
140
|
|
(a)
|
$
|
24,476
|
|
10% annual discount for timing of cash flows
|
(10,653)
|
|
|
(254)
|
|
|
100
|
|
|
(10,807)
|
|
Standardized measure of discounted future net cash flows
|
$
|
12,710
|
|
|
$
|
719
|
|
|
$
|
240
|
|
|
$
|
13,669
|
|
(a)Future cash flows for Other Int’l reflects the impact of future abandonment costs related to the U.K.
Supplementary Information on Oil and Gas Producing Activities (Unaudited)
Changes in the Standardized Measure of Discounted Future Net Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(In millions)
|
2020
|
|
2019
|
|
2018
|
Sales and transfers of oil and gas produced, net of production and support costs
|
$
|
(1,889)
|
|
|
$
|
(3,345)
|
|
|
$
|
(4,135)
|
|
Net changes in prices and production and support costs related to future production
|
(7,986)
|
|
|
(3,569)
|
|
|
6,342
|
|
Extensions, discoveries and improved recovery, less related costs
|
230
|
|
|
718
|
|
|
998
|
|
Development costs incurred during the period
|
801
|
|
|
1,727
|
|
|
1,240
|
|
Changes in estimated future development costs
|
2,693
|
|
|
278
|
|
|
(330)
|
|
Revisions of previous quantity estimates(a)
|
(4,937)
|
|
|
7
|
|
|
(501)
|
|
Net changes in purchases and sales of minerals in place
|
(9)
|
|
|
(200)
|
|
|
(3,035)
|
|
Accretion of discount
|
3,921
|
|
|
1,315
|
|
|
1,175
|
|
Net change in income taxes
|
440
|
|
|
155
|
|
|
4,052
|
|
|
|
|
|
|
|
Net change for the year
|
(6,736)
|
|
|
(2,914)
|
|
|
5,806
|
|
Beginning of the year
|
10,755
|
|
|
13,669
|
|
|
7,863
|
|
End of the year
|
$
|
4,019
|
|
|
$
|
10,755
|
|
|
$
|
13,669
|
|
(a)Includes amounts resulting from changes in the timing of production. The year ended 2020 also includes the impact of lower forecasted capital activity in the 5-year plan in our U.S. resource plays.