September 24, 2019
Dane E. Whitehead
Chief Financial Officer
Marathon Oil Corporation
5555 San Felipe Street
Houston, Texas 77056
Re: Marathon Oil Corporation
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed February 21, 2019
File No. 001-05153
Dear Mr. Whitehead:
We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments. In some of our comments, we may
ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Form 10-K for the Fiscal Year Ended December 31, 2018
Business
Acreage, page 9
1. Disclosure under this section indicates that material acreage is
scheduled to expire within
the next three years. Tell us if you have assigned any proved undeveloped
reserves to
locations which are currently scheduled to be drilled after expiration of
the related
acreage. If there are material quantities of net proved undeveloped
reserves relating to
such locations, expand your disclosure to explain the steps which would
be necessary to
extend the time to the expiration of such acreage. See Rule 4-10(a)(26)
of Regulation S-
X.
Net Sales Volumes, page 10
2. Tell us whether you have any fields that contain 15% or more of your
total proved
reserves. If so, tell us how you have considered the requirements of Item
1204(a) of
Dane E. Whitehead
FirstNameOil Corporation E. Whitehead
Marathon LastNameDane
Comapany 24, 2019
September NameMarathon Oil Corporation
September 24, 2019 Page 2
Page 2
FirstName LastName
Regulation S-K to disclose production, by final product sold, of oil,
gas, and other
products for each field that contains 15% or more of your total proved
reserves.
Supplementary Information on Oil and Gas Producing Activities (Unaudited)
Audits of Estimates, page 99
3. Disclosure in this section indicates that, for the four-year period
ended December 31,
2018, 94% of your total proved reserves were independently audited by
third party
consultants. Send us a supplemental schedule that shows the proportion
of total proved
reserves audited for each year during the four-year period and how the
overall audit
percentage as of December 31, 2018 was calculated.
4. Tell us why you believe audits of the estimates made for a prior
fiscal year end, e.g.
estimates as of December 31, 2017, provide assurance of the reasonable
certainty of the
reserves estimates for the current fiscal year end, e.g. as of
December 31, 2018.
5. Your disclosure indicates there may be instances where the differences
between the
independent estimates of proved reserves prepared by third-party
consultants may differ
with your internal estimates by more than the +/-10% audit tolerance
you have established
and where the difference cannot be resolved by year end. Describe for
us, in reasonable
detail, any such instances that occurred during any of the three years
in the period ended
December 31, 2018. Additionally, explain to us, in reasonable detail,
why you determined
these unresolved variances were not material to the disclosure of your
proved reserves at
fiscal year end.
6. The third party reserves reports filed as Exhibits 99.1 and 99.2
indicate that in certain
cases there was more than an acceptable variance between your
estimates and the third
party's estimates due to the third party having access to data which
was not available to
the you when your reserves estimates were prepared. Tell us why you
believe that the use
of information beyond the end of the fiscal year is acceptable in
drawing conclusions that
your estimates are reasonably certain and comply with the reserves
definitions in Rule 4-
10(a) of Regulation S-X.
Changes in Proved Undeveloped Reserves, page 106
7. We note your disclosure regarding a decrease of 61 mmboe due to
technical revisions
across your business. Provide us, as supplemental information, a
reasonably detailed
discussion of the underlying reasons for the downward revisions and
the properties
involved. Additionally, explain to us how you have determined that the
underlying
reasons do not impact properties beyond those for which downward
revisions were
recorded. See Rules 4-10(a)(22) and 4-10(a)(24) of Regulation S-X.
8. You indicate under this section that all proved undeveloped reserve
drilling locations are
scheduled to be drilled prior to the end of 2023 and that there are no
proved undeveloped
reserves on the books beyond 5 years as of December 31, 2018. Tell us
whether there are
Dane E. Whitehead
Marathon Oil Corporation
September 24, 2019
Page 3
any proved undeveloped reserves as of December 31, 2018 that are not
scheduled to be
drilled within five years of initial booking. If so, tell us the
specific circumstances that
justify a longer time. See Rule 4-10(a)(31) of Regulation S-X.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Brad Skinner, Senior Assistant Chief Accountant, at
(202) 551-3489
with any questions.
FirstName LastNameDane E. Whitehead Sincerely,
Comapany NameMarathon Oil Corporation
Division of
Corporation Finance
September 24, 2019 Page 3 Office of
Natural Resources
FirstName LastName