1. Financial Statements (see Part II, Item 8. of this report regarding financial statements) 2. Financial Statement Schedules
Financial statement schedules required under SEC rules but not included in this report are omitted because they are not applicable or the required information is contained in the consolidated financial statements or notes thereto.
3. Exhibits:
Any reference made to USX Corporation in the exhibit listing that follows is a reference to the former name of Marathon Oil Corporation, a Delaware corporation and the registrant, and is made because the exhibit being listed and incorporated by reference was originally filed before July 2001, the date of the change in the registrant’s name.
References to Marathon Ashland Petroleum LLC or MAP are references to the entity now known as Marathon Petroleum Company LP.
Exhibit Number
Incorporated by Reference Filed Herewith
Furnished Herewith Exhibit Description Form Exhibit Filing Date SEC File No.
2 Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession 2.1++ Amended and Restated Arrangement
Agreement among Marathon Oil Corporation, Marathon Oil Canada Corporation (formerly known as 1339971 Alberta Ltd.), Western Oil Sands Inc.
and WesternZagros Resources Inc., dated as of September 14, 2007
S-3ASR
2.7 10/17/2007 333-146772
2.2++ Amending Agreement among Marathon Oil Corporation, Marathon Oil Canada Corporation (formerly known as 1339971 Alberta Ltd.), Western Oil Sands Inc.
and WesternZagros Resources Inc., dated as of October 15, 2007
S-3ASR
2.8 10/17/2007 333-146772
2.3++ Plan of Arrangement under Section 193 of the Business Corporations Act (Alberta)
S-3ASR
2.9 10/17/2007 333-146772
Exhibit Exhibit Description Form Exhibit Filing Date SEC File No.
3 Articles of Incorporation and Bylaws 3.1 Restated Certificate of Incorporation of
Marathon Oil Corporation
8-K 3.1 4/25/2007
3.2 By-Laws of Marathon Oil Corporation X
3.3 Specimen of Common Stock Certificate 8-K 3.3 5/14/2007
4 Instruments Defining the Rights of Security Holders, Including Indentures 4.1 Five Year Credit Agreement dated as of
May 20, 2004 among Marathon Oil
4.2 Amendment No. 1 dated as of May 4, 2006 to Five-Year Credit Agreement dated as of May 20, 2004 among Marathon Oil
4.3 Amendment No. 2 dated as of May 7, 2007 to Five-Year Credit Agreement dated as of May 20, 2004 among Marathon Oil
4.4 Amendment No. 3 dated as of October 4, 2007 to Five-Year Credit Agreement dated as of May 20, 2004 among Marathon Oil Corporation, the Co-Agents and other Lenders party thereto, Bank of America, N.A., as Syndication Agent, Citibank, N.A. and Morgan Stanley Bank, as Documentation Agent
10-Q 4.1 11/7/2007
4.5 Amendment No. 4 dated as of April 3, 2008 to Five-Year Credit Agreement dated as of May 20, 2004 among Marathon Oil Corporation, the Co-Agents and other Lenders party thereto, Bank of America, N.A., as Syndication Agent, Citibank, N.A. and Morgan Stanley Bank, as Documentation Agent
10-Q 4.2 5/9/2008
4.6 Indenture dated February 26, 2002 between Marathon and The Bank of New York Trust Company, N.A., successor in Corporation and The Bank of New York Mellon Trust Company, N.A. as Trustee, relating to debt securities of Marathon Petroleum Corporation
8-K 4.1 2/1/2011
Exhibit Exhibit Description Form Exhibit Filing Date SEC File No.
4.8 Guarantee Agreement of Marathon dated February 1, 2011
8-K 4.4 2/1/2011
Pursuant to CFR 229.601(b)(4)(iii), instruments with respect to long-term debt issues have been omitted where the amount of securities authorized under such instruments does not exceed 10% of the total consolidated assets of Marathon.
Marathon hereby agrees to furnish a copy of any such instrument to the Commission upon its request reference to Appendix I to Marathon Oil Corporation’s Definitive Proxy Statement on Schedule 14A filed on March 14, 2007
14A App. I 3/14/2007
10.6 Form of Officer Restricted Stock Award Agreement granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan, effective May 30, 2007
10-Q 10.3 8/7/2007
10.7 Form of Officer Restricted Stock Award Agreement granted under Marathon Oil
Exhibit Exhibit Description Form Exhibit Filing Date SEC File No.
10.9 Form of Performance Unit Award
Exhibit Exhibit Description Form Exhibit Filing Date SEC File No.
10.20 Form of Non-Qualified Stock Option
10.25 Form of Officer Restricted Stock Award Agreement granted under Marathon
Exhibit Exhibit Description Form Exhibit Filing Date SEC File No.
10.34 Speedway SuperAmerica LLC Excess 12.1 Computation of Ratio of Earnings to
Fixed Charges
X
14.1 Code of Ethics for Senior Financial Officers
Exhibit Number
Incorporated by Reference Filed Herewith
Furnished Herewith Exhibit Description Form Exhibit Filing Date SEC File No.
101.INS XBRL Instance Document. X
101.SCH XBRL Taxonomy Extension Schema. X
101.CAL XBRL Taxonomy Extension
Calculation Linkbase. X
101.PRE XBRL Taxonomy Extension
Presentation Linkbase. X
101.LAB XBRL Taxonomy Extension Label
Linkbase. X
101.DEF XBRL Taxonomy Extension Definition
Linkbase. X
++ Marathon agrees to furnish supplementally a copy of any omitted schedule to the United States Securities and Exchange Commission upon request
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
February 25, 2011 MARATHON OIL CORPORATION
By: /s/ MICHAEL K. STEWART Michael K. Stewart
Vice President, Accounting and Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on February 25, 2011 on behalf of the registrant and in the capacities indicated.
Signature Title
/S/ THOMAS J. USHER Thomas J. Usher
Chairman of the Board and Director
/S/ CLARENCE P. CAZALOT, JR.
Clarence P. Cazalot, Jr.
President and Chief Executive Officer and Director
/S/ JANET F. CLARK Janet F. Clark
Executive Vice President and Chief Financial Officer
/S/ MICHAEL K. STEWART Michael K. Stewart
Vice President, Accounting and Controller
/S/ GREGORY H. BOYCE Gregory H. Boyce
Director
/S/ PIERRE BRONDEAU Pierre Brondeau
Director
/S/ DAVID A. DABERKO David A. Daberko
Director
/S/ WILLIAM L. DAVIS William L. Davis
Director
/S/ SHIRLEY ANN JACKSON Shirley Ann Jackson
Director
/S/ PHILIP LADER Philip Lader
Director
/S/ CHARLES R. LEE Charles R. Lee
Director
/S/ MICHAEL E. J. PHELPS Michael E. J. Phelps
Director
/S/ DENNIS H. REILLEY Dennis H. Reilley
Director
/S/ SETH E. SCHOFIELD Seth E. Schofield
Director
/S/ JOHN W. SNOW John W. Snow
Director
Corporate Headquarters
The 2011 Annual Meeting of Stockholders will be held in Houston, Texas, on April 27, 2011.
888-843-5542 (Toll free - U.S., Canada, Puerto Rico) +1 781-575-4735 (non-U.S.)
[email protected] Dividends
Dividends on common stock, as declared by the Board of Directors, are normally paid on the 10th day of March, June, September and December.
Dividend Checks Not Received / Electronic Deposit
If you do not receive your dividend check on the appropriate payment date, we suggest that you wait at least 10 days after the payment date to allow for any delay in mail delivery. After that time, advise Computershare by phone or in writing to issue a replacement check.
You may contact Computershare to authorize electronic deposit of your dividends into your bank account.
Dividend Reinvestment and Direct Stock Purchase Plan
The Dividend Reinvestment and Direct Stock Purchase Plan provides stockholders with a convenient way to purchase additional shares of Marathon Oil Corporation common stock without payment of any brokerage fees or service charges through investment of cash dividends or through optional cash payments. Stockholders of record can request a copy of the Plan Prospectus and an authorization form from Computershare. Beneficial holders should contact their brokers.
Lost Stock Certificate
If a stock certificate is lost, stolen or destroyed, notify Computershare in writing so that a stop transfer can be placed on the missing certificate.
You will be required to obtain and pay for the cost of an indemnity bond. If you find the missing certificate, notify Computershare in writing immediately so that the stop transfer can be removed. To avoid loss, theft or destruction, we recommend that you keep your certificates in a safe place, such as a safe deposit box at your bank.
Taxpayer Identification Number
Federal law requires that each stockholder provide a certified Taxpayer Identification Number (TIN) for his/her stockholder account. For individual stockholders, your TIN is your Social Security Number. If you do not provide a certified TIN, Computershare may be required to withhold 28 percent for federal income taxes from your dividends.
Address Change
It is important that you notify Computershare immediately, by phone, in writing or by fax, when you change your address. Seasonal addresses can be entered for your account.
Stockholder Return Performance Graph
The line graph below compares the yearly change in cumulative total stockholder return for our common stock with the cumulative total return of the AMEX Oil Index and the Standard & Poor’s 500 Stock Index.