Management's Discussion and Analysis provides a narrative on the Company's
results of operations, financial condition and liquidity and capital resources
on a historical basis and outlines the factors that have affected recent
earnings, as well as those factors that are reasonably likely to affect future
earnings. The following discussion and analysis should be read in conjunction
with the information under Item 8. Financial Statements and Supplementary Data
of this report and 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 - 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, focused on U.S.
resource plays: Eagle Ford in Texas, Bakken in North Dakota, STACK and SCOOP in
Oklahoma and Northern Delaware in New Mexico. Our U.S. assets are complemented
by our international operations in E.G. Our overall business strategy is to
responsibly deliver competitive corporate return levels, free cash flow and cash
returns to shareholders, all of which are sustainable and resilient through
long-term commodity price cycles. We expect to achieve our business strategy by
adherence to a disciplined reinvestment rate capital allocation framework that
limits our capital expenditures relative to our expected cash flow from
operations. Keeping our workforce safe, maintaining a strong balance sheet,
responsibly meeting global energy demand with a focus on continuously improving
environmental performance, serving as a trusted partner in our local communities
and maintaining best in-class corporate governance standards 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. Throughout the COVID-19 pandemic, we continue to
leverage our emergency response protocols and business continuity plans to help
manage our operations and workforce. Our corporate workforce worked remotely for
a significant period of time when the pandemic began. In late 2020, we
implemented a process for a phased return of employees to the office, and during
April 2021, the majority of our corporate workforce returned to the office.
Working remotely did not significantly impact our ability to maintain
operations, allowed our field offices to operate without any disruption and did
not cause us to incur significant additional expenses.

Key 2021 highlights include:

Improved financial and operational results

•The significant increases in realized prices for crude oil and condensate, NGLs and natural gas resulted in:

•An increase of $2.5 billion in revenues from contracts with customers as compared to 2020

•Increase in income from our equity method investments of $414 million as compared to 2020

?Our equity investees' improved financial performance resulted in an increase of $243 million in income;

?The prior year included impairments of $171 million related to one of our equity method investees, which was recorded in the same line item as income from our equity method investments; there were no such impairments in 2021

•A net loss on commodity derivatives of $383 million, compared to a net gain of $116 million in 2020.

•Partially offsetting the higher prices were increases in production taxes, shipping and handling costs and loss on early extinguishment of debt

•Production taxes increased $145 million; these taxes fluctuate in relation to the underlying commodity prices and volumes

•Shipping and handling costs increased $131 million as certain of our midstream processing arrangements are percentage-of-proceeds contracts, with such processing costs increasing with the underlying commodity prices



•The $121 million loss on early extinguishment of debt primarily represents the
premium payments for early redemptions during 2021, consistent with our balance
sheet enhancement strategy

•Our net income per share was $1.20 in 2021 as compared to a net loss per share of $1.83 last year.


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•Cash provided by operating activities was $3.2 billion in 2021, an increase of $1.8 billion compared to 2020, in direct relation to the improvement in commodity prices and our improved financial performance

•Our cash from operations totaled $1.1 billion in the fourth quarter of 2021

Enhanced the balance sheet, increased return of capital to investors, preserved liquidity

•Reduced total debt outstanding by fully redeeming $1.4 billion of senior notes during 2021

•Our next significant long-term debt maturity is $1.0 billion due in 2027

•All three primary credit rating agencies continue to rate us as investment grade

•Increased return of capital to investors by:

•Repurchasing $724 million of our common stock (46 million shares) in 2021 via the share repurchase program

•Distributing dividends totaling $141 million, an increase of $77 million from 2020

•Delivered on our commitment to capital discipline with full-year 2021 capital expenditures of $1.0 billion.

•Our $3.2 billion of full year 2021 cash provided by operating activities substantially funded our $1.4 billion debt redemptions, $1.0 billion capital expenditures, $724 million of share repurchases and $141 million of dividends

•Our $3.7 billion of liquidity at the end of the fourth quarter 2021 consists of an undrawn $3.1 billion Credit Facility and $580 million in cash.

ESG Highlights and Initiatives

•Second best safety performance since Marathon became an independent E&P, as measured by Total Recordable Incident Rate for employees and contractors

•Continued to reduce GHG emissions intensity (relative to 2019 baseline) and improved total company gas capture during 2021

•Announced new environmental objectives for GHG intensity, methane intensity, and natural gas capture that complement existing 2025 GHG intensity goal



•Updated the short-term incentive scorecard with a renewed focus on safety
performance, environmental performance (GHG emissions intensity), capital and
operating efficiency, capital discipline/free cash flow generation and
financial/balance sheet strength

•Continued Board of Directors enhancement with two new Directors and a new Lead
Director during 2021, reflecting commitment to refreshment, independence and
diversity

Outlook

In February 2022, we announced a 2022 capital budget of $1.2 billion that
prioritizes free cash flow generation over production growth, consistent with
our disciplined capital allocation framework. We expect this maintenance-level
capital budget will allow us to keep total company oil production in 2022
consistent with the oil production average from 2021.

The 2022 capital budget is weighted towards the four U.S. resource plays with approximately 75% allocated to the Eagle Ford and Bakken.

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.

                                       Increase                  Increase
Net Sales Volumes           2021      (Decrease)      2020      (Decrease)      2019
United States (mboed)       286             (7) %       306           (5) %       323
International (mboed)(a)     61            (21) %        77          (15) %        91
Total (mboed)               347             (9) %       383           (7) %       414


(a)   We closed on the sale of 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.
                                       34
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United States



Net sales volumes in the segment were lower during the year ended December 31,
2021 due to lower capital investment, timing of wells to sales, natural decline
and third-party midstream downtime. The decrease in capital investment is a
direct result of the demand contraction, beginning in 2020 related to the global
pandemic, coupled with our strategic goals of enhancing the balance sheet and
return of capital to investors. The following tables provide additional details
regarding net sales volumes, sales mix and operational drilling activity for our
significant operations within this segment:

                                          Increase                  Increase
Net Sales Volumes              2021      (Decrease)      2020      (Decrease)      2019
 Equivalent Barrels (mboed)
Eagle Ford                      89            (10) %      99             (7) %     106
Bakken                         112              7  %     105              2  %     103
Oklahoma                        54            (18) %      66            (15) %      78
Northern Delaware               23            (15) %      27             (4) %      28
Other United States              8            (11) %       9             13  %       8
Total United States            286             (7) %     306             (5) %     323


Sales Mix - U.S. Resource Plays - 2021    Eagle Ford             Bakken             Oklahoma           Northern Delaware            Total
Crude oil and condensate                     65%                  66%                 23%                     56%                    56%
Natural gas liquids                          17%                  20%                 32%                     21%                    22%
Natural gas                                  18%                  13%                 45%                     23%                    22%


Drilling Activity - U.S. Resource Plays    2021      2020      2019
Gross Operated
Eagle Ford:
Wells drilled to total depth                91        88       127
Wells brought to sales                     117        87       146
Bakken:
Wells drilled to total depth                72        63        73
Wells brought to sales                      71        64       105
Oklahoma:
Wells drilled to total depth                -         9         68
Wells brought to sales                      8         13        69
Northern Delaware:
Wells drilled to total depth                -         15        51
Wells brought to sales                      7         19        54



                                       35

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International

Net sales volumes in the segment were lower during the year ended December 31, 2021 primarily due to natural decline. The following table provides details regarding net sales volumes for our operations within this segment:



                                            Increase                     Increase
Net Sales Volumes               2021       (Decrease)       2020        (Decrease)       2019
Equivalent Barrels (mboed)
Equatorial Guinea                 61            (21) %         77             (9) %         85
United Kingdom(a)                  -              -  %          -           (100) %          5

Other International                -              -  %          -           (100) %          1
Total International               61            (21) %         77            (15) %         91
Equity Method Investees
LNG (mtd)                      2,941            (31) %      4,289            (13) %      4,933
Methanol (mtd)                 1,046              3  %      1,017             (6) %      1,082
Condensate and LPG (boed)      8,560            (17) %     10,288             (7) %     11,104

(a) During 2019, we closed on the sale of our U.K. business. See Item 8. Financial Statements and Supplementary Data - Note 5 to the consolidated financial statements for further information.

Market Conditions



Commodity prices are the most significant factor impacting our revenues,
profitability, operating cash flows, the amount of capital we invest in our
business, redemption of our debt, 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 OPEC's decision to increase production. A revised OPEC deal to
reduce production was agreed early in the second quarter of 2020 and prices
partially recovered through the end of the year. Beginning in December 2020 and
continuing through 2021, commodity prices continued to increase due to rising
oil demand as global economic activity increased. Higher commodity prices were
also supported by ongoing OPEC petroleum supply limitations and weather events
in 2021 that disrupted production. We continue to expect commodity price
volatility given the global dynamics of supply and demand that exist in the
market, including potential geopolitical events. 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.
                                       36
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United States



 The following table presents our average price realizations and the related
benchmarks for crude oil and condensate, NGLs and natural gas for 2021, 2020 and
2019.

                                                                    Increase                                  Increase
                                                 2021              (Decrease)              2020              (Decrease)              2019
Average Price Realizations(a)
Crude oil and condensate (per bbl)(b)         $ 66.88                       86  %       $ 35.93                      (36) %       $ 55.80
Natural gas liquids (per bbl)(c)                28.89                      156  %         11.28                      (21) %         14.22
Natural gas (per mcf)(d)                         4.57                      158  %          1.77                      (19) %          2.18

Benchmarks


WTI crude oil average of daily prices (per
bbl)                                          $ 68.11                       73  %       $ 39.34                      (31) %       $ 57.04
Magellan East Houston ("MEH") crude oil
average of daily prices (per bbl)               69.25                       73  %            39.95                   (36) %            61.96

Mont Belvieu NGLs (per bbl)(e)                  29.17                       99  %         14.69                      (18) %         17.81
Henry Hub natural gas settlement date average
(per mmbtu)                                      3.84                       85  %          2.08                      (21) %          2.63


(a)Excludes gains or losses on commodity derivative instruments.
(b)Inclusion of realized gains (losses) on crude oil derivative instruments
would have decreased average price realizations by $4.76 per bbl for 2021 and
increased average price realizations by $2.14 per bbl and $0.67 per bbl for 2020
and 2019, respectively.
(c)Inclusion of realized gains (losses) on NGL derivative instruments would have
decreased average price realizations by $1.86 per bbl for 2021 and would have
had a minimal impact on average price realizations for 2020. We did not have any
NGL derivative instruments during 2019.
(d)Inclusion of realized gains (losses) on natural gas derivative instruments
would have decreased average price realizations by $0.56 per mcf for 2021 and
would have had a minimal impact on average price realizations for the other
periods presented.
(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 2021, 2020 and 2019.



                                                                  Increase                                  Increase
                                               2021              (Decrease)              2020              (Decrease)              2019
Average Price Realizations
Crude oil and condensate (per bbl)          $ 57.46                      103  %       $ 28.36                      (47) %       $ 53.09
Natural gas liquids (per bbl)                  1.00                        -  %          1.00                      (29) %          1.40
Natural gas (per mcf)                          0.24                        -  %          0.24                      (27) %          0.33

Benchmark


Brent (Europe) crude oil (per bbl)(a)       $ 70.68                       69  %       $ 41.76                      (35) %       $ 64.36

(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.


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Equatorial Guinea



Crude oil and condensate - Alba field liquids production is primarily
condensate. MEGPL and Marathon E.G. International Limited generally sell their
share of condensate in relation to the Brent crude benchmark. Alba Plant LLC
processes the rich hydrocarbon gas which is supplied from 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 Unit Parties for distribution and sale to AMPCO and EG
LNG.

Natural gas liquids - Wet gas is sold to Alba Plant LLC at a fixed-price long
term contract resulting in realized prices not tracking market price. Alba Plant
LLC extracts and keeps NGLs, which are sold at market price, with our share of
income from Alba Plant LLC being reflected in the income from equity method
investments on the consolidated statements of income.

Natural gas - Dry natural gas, processed by Alba Plant LLC on behalf of the Alba
Unit Parties, is sold by the Alba Unit 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. Alba Plant LLC and EG LNG process
third party gas under a combination of a tolling and a market linked
profit-sharing arrangement, the benefits of which are included in our respective
share of income from equity method investees.

Consolidated Results of Operations: 2021 compared to 2020



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

                                                         Year Ended December 31,
(In millions)                                               2021                2020
Revenues from contracts with customers
United States                                      $      5,334               $ 2,924
International                                               267             

173


Segment revenues from contracts with customers     $      5,601

$ 3,097

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


                                                   Year Ended                                         Net Sales              Year Ended
(In millions)                                  December 31, 2020         Price Realizations            Volumes           December 31, 2021
United States Price/Volume Analysis
Crude oil and condensate                       $         2,322          $           1,817          $       (214)         $         3,925
Natural gas liquids                                        243                        397                    13                      653
Natural gas                                                275                        386                   (29)                     632
Other sales                                                 84                                                                       124
Total                                          $         2,924                                                           $         5,334
International Price/Volume Analysis
Crude oil and condensate                       $           140          $             122          $        (22)         $           240
Natural gas liquids                                          4                          -                    (2)                       2
Natural gas                                                 29                          -                    (6)                      23
Other sales                                                  -                                                                         2
Total                                          $           173                                                           $           267


Net gain (loss) on commodity derivatives in 2021 was a net loss of $383 million,
compared to a net gain of $116 million in 2020. We have multiple crude oil, NGL
and natural gas 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.

                                       38

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Income (loss) from equity method investments increased $414 million in 2021 from
2020. Our investees benefited from higher price realizations in 2021. Also, we
recognized impairments of $171 million related to an investment in an equity
method investee in 2020; there were no such impairments in 2021.

Net gain (loss) on disposal of assets in 2021 was a net loss of $19 million,
compared to a net gain of $9 million in 2020. In 2021, we recognized a $20
million pre-tax loss related to a previously divested non-core conventional
asset and a $12 million pre-tax loss associated with a reduction in our
ownership interest in one of our equity method investees. See   Note 24   to the
consolidated financial statements for further detail regarding the reduction in
ownership.

Production expenses decreased $21 million during 2021 from 2020, primarily as a
result of the U.S. segment's continued cost management, specifically staffing
and contract labor. This was partially offset by timing of project activity. Our
U.S. and International segments production expense rates increased due to lower
sales volumes.

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



(In millions; rate in $ per boe)                   2021      2020    

Increase (Decrease) 2021 2020 Increase (Decrease) Production Expense and Rate

                                      Expense                                        Rate
United States                                    $  480    $  494                  (3) %       $ 4.60    $ 4.42                   4  %
International                                    $   54    $   59                  (8) %       $ 2.45    $ 2.12                  16  %


Shipping, handling and other operating expenses increased $131 million in 2021
from 2020. Certain of our processing arrangements with midstream entities are
percentage-of-proceeds contracts. We classify the proceeds retained by the
midstream companies as shipping and handling costs. The increase in shipping and
handling costs of these percentage-of-proceeds contracts coincides with the
increase in realized natural gas liquids prices. In addition, higher marketing
costs contributed to the increase as we purchased additional volumes for resale
to satisfy transportation commitments. This was partially offset by lower legal
expenses in 2021.

 Exploration expenses include unproved property impairments, dry well costs,
geological and geophysical and other costs. The decrease in unproved property
impairments was primarily driven by a $78 million impairment of unproved
property leases in Louisiana Austin Chalk in our U.S. 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. See   Note 12   to the consolidated financial
statements for discussion on the impairment in further detail. We also incurred
approximately $20 million less expense related to amortization of insignificant
unproved property lease balances in 2021. Finally, dry well costs for 2021
include an impairment of suspended costs associated with drilled and uncompleted
wells, primarily in the Permian, due to a change in our plan of development.

The following table summarizes the components of exploration expenses:



                                                    Year Ended December 31,
(In millions)                               2021                2020       Increase (Decrease)
Exploration Expenses
Unproved property impairments    $         92                  $ 157                     (41) %
Dry well costs                             33                      2                   1,550  %
Geological and geophysical                  5                      6                     (17) %
Other                                       6                     16                     (63) %
Total exploration expenses       $        136                  $ 181                     (25) %


Depreciation, depletion and amortization decreased $250 million in 2021 from
2020, primarily as a result of lower sales volumes in our U.S. and International
segments. Our segments apply the units-of-production method to 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 affected by field-level changes in reserves, capitalized costs and sales volume mix between fields. The following table provides DD&A expense and DD&A expense rates for each segment:


                                       39
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                                                                    Increase                                       Increase
(In millions; rate in $ per boe)            2021       2020        (Decrease)              2021       2020        (Decrease)
DD&A Expense and Rate                                    Expense                                          Rate
United States                            $ 1,972    $ 2,211                (11) %       $ 18.90    $ 19.76                 (4) %
International                            $    68    $    82                (17) %       $  3.07    $  2.89                  6  %


 Impairments decreased $84 million in 2021 from 2020. Impairments in 2021
included $30 million related to an increase in the estimated future
decommissioning costs of certain non-producing wells, pipelines and production
facilities for previously divested offshore assets located in the Gulf of Mexico
and $24 million related to certain decommissioned Eagle Ford central facilities.

In 2020, impairments consisted 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   Note 12  ,   Note 13  , and   Note 26   to the consolidated
financial statements for discussions of these 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 increased by $145 million in 2021
from 2020 period primarily due to higher price realizations in the U.S. segment
in 2021.

Net interest and other decreased $68 million in 2021 versus 2020, primarily as a
result of gains on our forward interest rates swaps. We recognized $54 million
of cumulative gains within Net interest and other during 2021 related to our
interest rate swaps as compared to $12 million of gains in 2020. Additionally,
our interest expense decreased as a result of our early extinguishment of debt
in 2021. See   Note     1    6   to the consolidated financial statements for
further discussion of the interest rate swaps.

General and administrative expenses increased $17 million in 2021 compared to 2020, primarily as a result of a $13 million expense associated with the termination of an aircraft lease agreement during the first quarter of 2021.



Loss on early extinguishment of debt was $121 million for 2021, as compared to
$28 million for 2020. The loss in 2021 was incurred upon redemption of our $500
million 2.8% Senior Notes due 2022 and $900 million 3.85% Senior Notes due 2025
in the second and third quarters of 2021, respectively. See   Note 18   to the
consolidated financial statements for further detail.

Provision (benefit) for income taxes reflects an effective income tax rate of 6%
for 2021, as compared to an effective income tax rate of 1% for 2020. See   Note
8   to the consolidated financial statements for a discussion of the effective
income tax rate.

Segment Results: 2021 compared to 2020

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, unrealized gains or losses on commodity derivative
instruments, gains or losses on interest rate derivative instruments, effects of
pension settlements and curtailments, or other items (as determined by the chief
operating decision maker (CODM)) are not allocated to operating segments.

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The following table reconciles segment income (loss) to net income (loss):



                                                                       Year Ended December 31,
(In millions)                                                         2021                 2020
United States                                                    $      1,277          $     (553)
International                                                             317                  30
Segment income (loss)                                                   1,594                (523)
Items not allocated to segments, net of income taxes(a)                  (648)               (928)
Net income (loss)                                                $        946          $   (1,451)


(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 2021 was $1.3 billion of income versus a
$553 million loss in 2020. This increase was primarily due to higher price
realizations and lower DD&A expenses. These favorable changes were partially
offset by lower sales volumes, realized losses on commodity derivatives (as
compared to realized gains in the prior period), higher shipping and handling
costs and higher production taxes in 2021.

 International segment income (loss) in 2021 was $317 million of income versus
$30 million of income in 2020, primarily due to higher price realizations in
E.G. in 2021 in our consolidated operations and our equity method investees.

Consolidated Results of Operations: 2020 compared to 2019



  A detailed discussion of the year-over-year changes from the year ended
December 31, 2020 to December 31, 2019 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, 2020 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 revenues,
profitability, operating cash flows, the amount of capital we invest in our
business, principal debt repayments, payment of dividends and funding of share
repurchases. As commodity prices increased during 2021, we generated positive
cash flow from operations. We continue to expect volatility in commodity prices
and that could impact how much cash flow from operations we generate.

As previously discussed in the Outlook section, our capital budget for 2022 is
$1.2 billion. Our top priorities for using cash provided by operations are to
fund our capital budget, dividends and share repurchases, 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 business across a wide range of commodity price environments.

Cash Flows

The following table presents sources and uses of cash and cash equivalents for 2021 and 2020:


                                       41
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                                                                       Year Ended December 31,
(In millions)                                                         2021                  2020
Sources of cash and cash equivalents
Operating activities                                            $       3,239          $     1,473
Borrowings                                                                  -                  400
Disposal of assets, net of cash transferred to the buyer                   22                   18
Equity method investments - return of capital                              61                    7
Other                                                                       1                    1
Total sources of cash and cash equivalents                      $       3,323          $     1,899
Uses of cash and cash equivalents
Additions to property, plant and equipment                      $      (1,046)         $    (1,343)
Additions to other assets                                                   -                   15
Acquisitions, net of cash acquired                                        (47)                  (1)
Purchases of common stock                                                (734)                 (92)
Debt repayments                                                        (1,400)                (500)
Debt extinguishment costs                                                (117)                 (27)
Dividends paid                                                           (141)                 (64)
Other                                                                       -                   (3)
Total uses of cash and cash equivalents                         $      

(3,485) $ (2,015)




Cash flows generated from operating activities in 2021 were 120% higher compared
to 2020, primarily as a result of higher realized commodity prices. These were
partially offset by net realized losses on commodity derivatives (compared to
realized gains in prior period) and the impact from lower production volumes.

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)                                                       2021                  2020
United States                                                  $      1,018          $     1,137
International                                                             -                    1
Corporate                                                                14                   13
Total capital expenditures                                            1,032                1,151
Change in capital expenditure accrual                                    14                  192
Total use of cash and cash equivalents for property, plant and
equipment                                                      $      1,046          $     1,343



The decline in our capital expenditures for the U.S. segment in 2021 compared to
2020 was caused by lower drilling and completions activities across all four of
our resource plays.

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Liquidity and Capital Resources

Capital Resources and 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, 2021, we had
approximately $3.7 billion of liquidity consisting of $580 million in cash and
cash equivalents and $3.1 billion available under our revolving Credit Facility.

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, defined
benefit plan contributions, repayment of debt maturities, dividends and other
amounts that may ultimately be paid in connection with contingencies. 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. 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.

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. We do not have any triggers on any of our corporate
debt that would cause an event of default in the case of a downgrade of our
credit ratings. See   Item 1A. Risk Factors   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.

Credit Arrangements and Borrowings



In June 2021, we executed the sixth amendment to our unsecured Credit Facility.
The primary changes resulting from this amendment are (i) increasing the size of
the Credit Facility from $3.0 billion to $3.1 billion (ii) extending the
maturity of the commitments of certain consenting lenders from May 28, 2023 to
June 21, 2024 (with the remaining commitment of a single non-consenting lender
to mature on May 28, 2023, at which time the size of the Credit Facility will be
reduced back down to $3.0 billion) and (iii) including certain other provisions
and revisions, including provisions provide for the eventual replacement of
LIBOR as a benchmark interest rate. The Credit Facility includes a single
financial covenant requiring that our ratio of total debt to total
capitalization (debt-to-capital ratio) not exceed 65% as of the last day of each
fiscal quarter. Our total debt-to-capital ratio was 20% at December 31, 2021.
See Item 8. Financial Statements and Supplementary Data -   Note 18   to the
consolidated financial statements for further information.

As of December 31, 2021, we had no borrowings on our $3.1 billion Credit Facility and $4.0 billion of total long-term debt outstanding.

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.

Capital Requirements

Our material cash requirements include the following contractual and other obligations:

Capital Spending

See the Cash Flows section above for discussion around our 2021 capital expenditures. Our approved capital budget for 2022 is $1.2 billion. Additional details were previously discussed in Outlook .


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Debt



In April 2021, we fully redeemed our outstanding $500 million 2.8% Senior Notes
due 2022 and the redemption will reduce annual cash interest expense by
$14 million. As a result of the redemption, we incurred $19 million in costs
related to a make-whole provision premium and the write off of unamortized
discount and issuance costs in the second quarter of 2021. In September 2021, we
fully redeemed our outstanding $900 million 3.85% Senior Notes due 2025 and the
redemption will reduce annual cash interest expense by approximately
$35 million. As a result of the redemption, we incurred $102 million in costs
related to the make-whole provision premium and the write off of unamortized
discount and issuance costs in the third quarter of 2021. Our next significant
long-term debt maturity is in the amount of $1.0 billion due 2027.

See Item 8. Financial Statements and Supplementary Data -   Note 18   to the
consolidated financial statements for details regarding future debt maturities.
Anticipated cash payments for interest in future periods are $197 million for
2022, $364 million for 2023-2024, $331 million for 2025-2026 and $1.3 billion
for the remaining years for a total of $2.2 billion.

Share Repurchase Program



In the fourth quarter of 2021, we resumed our share repurchase program and
repurchased $724 million of shares of our common stock. Effective November 3,
2021, our Board of Directors increased our remaining share repurchase program
authorization from $1.1 billion to $2.5 billion. As of December 31, 2021, $1.9
billion of share repurchase program authorization remains. Additionally, we
repurchased $10 million of shares during 2021 related to our tax withholding
obligation associated with the vesting of employee restricted stock awards.

Subsequent to December 31, 2021, we repurchased approximately $258 million of shares of our common stock through February 16, 2022.

Leases



In 2018, we signed an agreement with an owner/lessor to construct and lease a
new build-to-suit office building in Houston, Texas. Construction was completed
and the lease commenced in September 2021. See Item 8. Financial Statements and
Supplementary Data -   Note 14   to the consolidated financial statements for
further information related to the building lease.

For future lease obligations, see Item 8. Financial Statements and Supplementary Data - Note 14 to the consolidated financial statements.



Dividends

During 2021, we paid dividends totaling $141 million. On January 26, 2022, our
Board of Directors approved a dividend of $0.07 per share for the fourth quarter
of 2021. The dividend is payable on March 10, 2022 to shareholders of record on
February 16, 2022.

Pension and Postretirement Plans



Estimated cash payments for our pension and other postretirement benefits plans
in future periods are $39 million for 2022, $68 million for 2023-2024, $57
million for 2025-2026 and $178 million for the remaining years for a total of
$342 million.

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Other Cash Obligations

The table below provides aggregated information on our consolidated obligations to make future payments under existing contracts as of December 31, 2021.



                                                                             2023-            2025-            Later
(In millions)                              Total             2022             2024             2026            Years
Purchase obligations:
Oil and gas activities                   $    16          $     7          $     1          $     2          $     6
Service and materials contracts(a)            79               63               16                -                -
Transportation and marketing
commitments(b)                             1,503              234              448              407              414

Other                                         12               11                1                -                -
Total purchase obligations                 1,610              315              466              409              420
Other long-term liabilities reported in
the consolidated balance sheet                10                -                8                -                2
Total other contractual cash
obligations(c)                           $ 1,620          $   315          $   474          $   409          $   422


(a)Includes contracts to purchase services such as utilities, supplies and
various other maintenance and operating services..
(b)These obligations consist of firm capacity on third-party pipelines, minimum
volume throughput and firm purchase commitments.
(c)This table does not include the estimated discounted liability for
dismantlement, abandonment and restoration costs of oil and gas properties of
$316 million. See Item 8. Financial Statements and Supplementary Data -   Note
13   to the consolidated financial statements.

Transactions with Related Parties



Offshore E.G., we own a 64% working interest in the Alba Unit. Onshore E.G., we
own a 52% interest in an LPG processing plant, a 56% 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 Unit 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. We had no material off-balance sheet arrangements
for December 31, 2021, 2020 and 2019.

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.

For more information on environmental regulations, litigation and contingencies that impact us, or could impact us, see Item 1. Business - Environmental, Health and Safety Matters , Item 1A. Risk Factors , Item 3. Legal Proceeding s and Item 8 . Financial Statements and Supplementary Data - Note 26 .


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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 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 average of commodity prices in the
prior 12-month period using the closing prices on the first day of each month,
as defined by the SEC. The table below provides the 2021 SEC pricing for certain
benchmark prices:

                                                    2021 SEC Pricing
               WTI crude oil (per bbl)             $           66.56
               Henry Hub natural gas (per mmbtu)   $            3.60
               Brent crude oil (per bbl)           $           69.47
               Mont Belvieu NGLs (per bbl)         $           28.57

When determining the December 31, 2021 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, 2021, 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 2021 proved reserves based on 2021
production.
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                                               Impact of a 10% Increase in Proved             Impact of a 10% Decrease in Proved
                                                            Reserves                                       Reserves
(In millions, except per boe)                 DD&A per boe           Pretax Income           DD&A per boe           Pretax Income
United States                               $       (1.72)         $          179          $        2.10          $         (219)
International                               $       (0.28)         $            6          $        0.34          $           (8)

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

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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 Part I.   Item 1A. Risk Factor    s
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, 2021 our estimated undiscounted cash flows relating to our
remaining long-lived assets significantly exceeded their carrying values.

During 2021, we recorded impairment charges totaling $131 million related to
proved and certain unproved properties. See Item 8. Financial Statements and
Supplementary Data -   Note 7  ,   Note 12   and   Note 17   to the consolidated
financial statements for discussion of impairments recorded in 2021, 2020 and
2019 and the related fair value measurements.

Impairment Assessment of Equity Method Investments



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

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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.

During 2021, we had no impairments related to our equity method investments. See Item 8. Financial Statements and Supplementary Data - 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.

See Item 8. Financial Statements and Supplementary Data -   Note 15   to the
consolidated financial statements for information regarding the $95 million full
impairment of our goodwill in 2020.

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

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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, 2021 and 2020.

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, 2021,
we reflect a valuation allowance in our consolidated balance sheet of $780
million against our gross deferred tax assets of $2.3 billion in various
jurisdictions in which we operate. Our gross deferred tax assets consist
primarily of federal U.S. operating loss carryforwards of $295 million, which
will expire in 2036 - 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. We intend to continue a full
valuation allowance on these deferred tax assets until there is sufficient
evidence to support the reversal of all or some portion of the allowance.
However, if current commodity prices are sustained and absent any additional
objective negative evidence, we expect it is reasonably possible that sufficient
positive evidence will exist within the next 12 months to adjust our current
valuation allowance position. Exact timing and amount of the adjustment to the
valuation allowance is unknown at this time. See Item 8. Financial Statements
and Supplementary Data -   Note 8   to the consolidated financial statements for
further detail.
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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 estimate of demographic effects 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.

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.

We generally record losses related to these types of contingencies as other
operating expense or general and administrative expense in the consolidated
statements of income, except for tax contingencies unrelated to income taxes,
which are recorded as taxes other than income (such as production, severance and
ad valorem taxes). For additional information on contingent liabilities, see

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Management's Discussion and Analysis of Environmental Matters, Litigation and Contingencies .



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.


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