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:
References to Marathon Ashland Petroleum LLC or MAP are references to the entity now known as Marathon Petroleum Corporation.
Exhibit Number
Incorporated by Reference Filed
Herewith FurnishedHerewith Exhibit Description Form Exhibit Filing Date SEC File No.
2 Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession 2.1++ Separation and Distribution
Agreement dated as of May 25, 2011 among Marathon Oil Corporation, Marathon Oil Company and Marathon Petroleum Corporation
8-K 2.1 5/26/2011 001-05153
3 Articles of Incorporation and Bylaws 3.1 Restated Certificate of Incorporation
of Marathon Oil Corporation 10-Q 3.1 8/8/2013 001-05153
3.2 Amended By-Laws of Marathon Oil Corporation effective February 25, 2014
X 3.3 Specimen of Common Stock
Certificate X
4 Instruments Defining the Rights of Security Holders, Including Indentures 4.1 Credit Agreement, dated as of April 5,
2012, among Marathon Oil Corporation, The Royal Bank of Scotland plc, as syndication agent, Citibank, N.A., Morgan Stanley Senior Funding, Inc. and UBS Securities LLC, as documentation agents, JPMorgan Chase Bank, N.A., as administrative agent, and certain other commercial lending institutions named therein.
Exhibit Number
Incorporated by Reference Filed
Herewith FurnishedHerewith Exhibit Description Form Exhibit Filing Date SEC File No.
4.2 Indenture, dated as of February 26, 2002, between Marathon Oil Corporation and The Bank of New York Trust Company, N.A., successor in interest to JPMorgan Chase Bank as Trustee, relating to senior debt securities of Marathon Oil Corporation. Pursuant to CFR 229.601(b)(4)(iii), instruments with respect to long-term debt issues have been omitted where the amount of securities authorized under such instruments does not exceed 10 percent of the total consolidated assets of Marathon Oil. Marathon Oil hereby agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon its request.
X
10 Material Contracts
10.1 Tax Sharing Agreement dated as of May 25, 2011 among Marathon Oil Corporation, Marathon Petroleum Corporation and MPC Investment LLC
8-K 10.1 5/26/2011 001-05153
10.2 Employee Matters Agreement dated as of May 25, 2011 among Marathon Oil Corporation and Marathon Petroleum Corporation
8-K 10.2 5/26/2011 001-05153
10.3 Amendment to Employee Matters Agreement dated as of June 30, 2011 between Marathon Oil Corporation and Marathon Petroleum Corporation
10-Q 10.3 8/8/2011 001-05153
10.4 Marathon Oil Corporation 2012
Incentive Compensation Plan DEF14A App. III 3/8/2012 001-05153 10.5 Form of Initial CEO Option Grant
Agreement granted under Marathon Oil Corporation’s 2012 Incentive Compensation Plan.
10-Q 10.1 11/6/2013 001-05153
10.6 Form of CEO Restricted Stock Agreement granted under Marathon Oil Corporation’s 2012 Incentive Compensation Plan (3-year prorata vesting).
10-Q 10.2 11/6/2013 001-05153
10.7 Form of CEO Restricted Stock Award Agreement granted under Marathon Oil Corporation’s 2012 Incentive Compensation Plan (3-year cliff vesting).
10-Q 10.3 11/6/2013 001-05153
10.8 Marathon Oil Corporation Bonus Agreement Upon Commencement of Employment for Lee M. Tillman.
10-Q 10.4 11/6/2013 001-05153
10.9 Form of Performance Unit Award Agreement (2013-2015 Performance Cycle) for Section 16 Officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan
Exhibit Number
Incorporated by Reference Filed
Herewith FurnishedHerewith Exhibit Description Form Exhibit Filing Date SEC File No.
10.10 Form of Performance Unit Award Agreement (2013-2015 Performance Cycle) for Officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan
10-Q 10.2 5/10/2013 001-05153
10.11 Form of Nonqualified Stock Option Award Agreement for Section 16 reporting Officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year prorata vesting)
10-K 10.5 2/22/2013 001-05153
10.12 Form of Nonqualified Stock Option Award Agreement for Officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3- year prorata vesting)
10-K 10.6 2/22/2013 001-05153
10.13 Form of Restricted Stock Award Agreement for Section 16 reporting Officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year cliff vesting)
10-K 10.7 2/22/2013 001-05153
10.14 Form of Restricted Stock Award Agreement for Officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year cliff vesting)
10-K 10.8 2/22/2013 001-05153
10.15 Form of Restricted Stock Award Agreement for Section 16 reporting Officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year prorata vesting)
10-K 10.9 2/22/2013 001-05153
10.16 Form of Restricted Stock Award Agreement for Officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year prorata vesting)
10-K 10.10 2/22/2013 001-05153
10.17 Form of Nonqualified Stock Option Award Agreement for non-officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year prorata vesting)
10-K 10.11 2/22/2013 001-05153
10.18 Form of Nonqualified Stock Option Award Agreement for non-officers in Canada granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3-year prorata vesting)
10-K 10.12 2/22/2013 001-05153
10.19 Form of Restricted Stock Award Agreement for non-officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3- year prorata vesting)
Exhibit Number
Incorporated by Reference Filed
Herewith FurnishedHerewith Exhibit Description Form Exhibit Filing Date SEC File No.
10.20 Form of Restricted Stock Award Agreement for non-officers granted under Marathon Oil Corporation's 2012 Incentive Compensation Plan (3- year prorata vesting)
10-K 10.14 2/22/2013 001-05153
10.21 Marathon Oil Corporation 2007
Incentive Compensation Plan 10-K 10.5 2/29/2012 001-05153 10.22 Form of Nonqualified Stock Option
Award Agreement for Officers granted under Marathon Oil Corporation's 2007 Incentive Compensation Plan, effective May 30, 2007
10-K 10.6 2/29/2012 001-05153
10.23 Form of Nonqualified Stock Option Award Agreement for Officers granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan, effective February 24, 2010
10-K 10.5 2/28/2011 001-05153
10.24 Form of Officer Restricted Stock Award Agreement granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan, effective May 30, 2007
10-K 10.8 2/29/2012 001-05153
10.25 Form of Officer Restricted Stock Award Agreement for Section 16 officers granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan, effective February 24, 2010
10-K 10.7 2/28/2011 001-05153
10.26 Form of Performance Unit Award Agreement (30 month Performance Cycle) for Section 16 Officers granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan, effective July 27, 2011
10-K 10.12 2/29/2012 001-05153
10.27 Form of Performance Unit Award Agreement (30 month Performance Cycle) for Officers granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan, effective July 27, 2011
10-K 10.13 2/29/2012 001-05153
10.28 Form of Restricted Stock Award Agreement for Section 16 officers granted under Marathon Oil Corporation's 2007 Incentive Compensation Plan.
10-K 10.27 2/26/2010 001-05153
10.29 Form of Nonqualified Stock Option Award Agreement granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan
10-K 10.26 2/26/2010 001-05153
10.30 Marathon Oil Corporation 2003 Incentive Compensation Plan, Effective January 1, 2003
10-K 10.9 2/26/2010 001-05153
10.31 Form of Nonqualified Stock Option with Tandem Stock Appreciation Right Award Agreement for Chief Executive Officer granted under Marathon Oil Corporation’s 2003 Incentive Compensation Plan, effective January 1, 2003
Exhibit Number
Incorporated by Reference Filed
Herewith FurnishedHerewith Exhibit Description Form Exhibit Filing Date SEC File No.
10.32 Form of Nonqualified Stock Option with Tandem Stock Appreciation Right Award Agreement for Executive Committee members granted under Marathon Oil Corporation’s 2003 Incentive Compensation Plan, effective January 1, 2003
10-K 10.16 2/26/2010 001-05153
10.33 Form of Nonqualified Stock Option with Tandem Stock Appreciation Right Award Agreement for Officers granted under Marathon Oil
Corporation’s 2003 Incentive Compensation Plan, effective January 1, 2003
10-K 10.17 2/26/2010 001-05153
10.34 Form of Stock Appreciation Right Award Agreement for Chief Executive Officer granted under Marathon Oil Corporation’s 2003 Incentive Compensation Plan, effective January 1, 2003
10-K 10.19 2/26/2010 001-05153
10.35 Form of Stock Appreciation Right Award Agreement for Executive Committee members granted under Marathon Oil Corporation’s 2003 Incentive Compensation Plan, effective January 1, 2003
10-K 10.20 2/26/2010 001-05153
10.36 Form of Stock Appreciation Right Award Agreement for Officers granted under Marathon Oil Corporation’s 2003 Incentive Compensation Plan, effective January 1, 2003
10-K 10.21 2/26/2010 001-05153
10.37 Form of Nonqualified Stock Option Award Agreement for Officers granted under Marathon Oil Corporation’s 2003 Incentive Compensation Plan
10-K 10.22 2/26/2010 001-05153
10.38 Form of Officer Restricted Stock Award Agreement granted under Marathon Oil Corporation’s 2003 Incentive Compensation Plan
10-K 10.23 2/26/2010 001-05153
10.39 Form of Nonqualified Stock Option Award Agreement for MAP officers granted under Marathon Oil Corporation's 2003 Incentive
Compensation Plan, effective January 1, 2003
10-K 10.18 2/26/2010 001-05153
10.40 Marathon Oil Corporation Deferred Compensation Plan for Non-Employee Directors (Amended and Restated as of January 1, 2009)
10-K 10.14 2/27/2009 001-05153
10.41 Marathon Oil Company Deferred Compensation Plan Amended and Restated Effective June 30, 2011
10-K 10.32 2/29/2012 001-05153 10.42 Marathon Oil Company Excess
Benefit Plan Amended and Restated 10-K 10.31 2/29/2012 001-05153 10.43 Marathon Oil Executive Change in
Control Severance Benefits Plan, effective as of December 31, 2008
Exhibit Number
Incorporated by Reference Filed
Herewith FurnishedHerewith Exhibit Description Form Exhibit Filing Date SEC File No.
10.44 First Amendment to the Marathon Oil Corporation Executive Change in Control Severance Benefits Plan, effective October 26, 2011.
10-Q 10.3 5/4/2012 001-05153
10.45 Marathon Oil Corporation 2011 Officer Change in Control Severance Benefits Plan (For Officers Hired or Promoted after October 26, 2011).
10-Q 10.4 5/4/2012 001-05153
10.46 Marathon Oil Corporation Policy for Repayment of Annual Cash Bonus Amounts
10-K 10.10 2/28/2011 001-05153 10.47 Marathon Oil Executive Tax, Estate,
and Financial Planning Program, Amended and Restated, Effective January 1, 2009
10-K 10.32 2/27/2009 001-05153
10.48 Form of Performance Unit Award Agreement (2012-2014 Performance Cycle) granted under Marathon Oil Corporation's 2007 Incentive Compensation Plan.
10-Q 10.2 5/4/2012 001-05153
12.1 Computation of Ratio of Earnings to
Fixed Charges X
14.1 Code of Ethics for Senior Financial
Officers 10-K 14.1 2/26/2010 001-05153
21.1 List of Significant Subsidiaries X
23.1 Consent of Independent Registered
Public Accounting Firm X
23.2 Consent of GLJ Petroleum Consultants LTD., independent petroleum engineers and geologists
X 23.3 Consent of Ryder Scott Company,
L.P., independent petroleum engineers and geologists
X 23.4 Consent of Netherland, Sewell &
Associates, Inc., independent petroleum engineers and geologists
X 31.1 Certification of President and Chief
Executive Officer pursuant to Rule 13 (a)-14 and 15(d)-14 under the Securities Exchange Act of 1934
X
31.2 Certification of Executive Vice President and Chief Financial Officer pursuant to Rule 13(a)-14 and 15 (d)-14 under the Securities Exchange Act of 1934
X
32.1 Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350
X 32.2 Certification of Executive Vice
President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
X 99.1 Report of GLJ Petroleum Consultants
LTD., independent petroleum engineers and geologists for 2013
Exhibit Number
Incorporated by Reference Filed
Herewith FurnishedHerewith Exhibit Description Form Exhibit Filing Date SEC File No.
99.2 Report of GLJ Petroleum Consultants LTD., independent petroleum engineers and geologists for 2012
10-K 99.1 2/22/2013 001-05153
99.3 Report of GLJ Petroleum Consultants LTD., independent petroleum engineers and geologists for 2011
10-K 99.1 2/29/2012 001-05153
99.4 Summary report of audits performed by Netherland, Sewell & Associates, Inc., independent petroleum engineers and geologists for 2013
X
99.5 Summary report of audits performed by Netherland, Sewell & Associates, Inc., independent petroleum engineers and geologists for 2012
10-K 99.4 2/22/2013 001-05153
99.6 Summary report of audits performed by Netherland, Sewell & Associates, Inc., independent petroleum engineers and geologists for 2011
10-K 99.4 2/29/2012 001-05153
99.7 Summary report of audits performed by Ryder Scott Company, L.P., independent petroleum engineers and geologists for 2013
X
99.8 Summary report of audits performed by Ryder Scott Company, L.P., independent petroleum engineers and geologists for 2012
10-K 99.6 2/22/2013 001-05153
99.9 Summary report of audits performed by Ryder Scott Company, L.P., independent petroleum engineers and geologists for 2011
10-K 99.5 2/29/2012 001-05153
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
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 28, 2014 MARATHON OIL CORPORATION
By: /s/ John R. Sult
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on February 28, 2014 on behalf of the registrant and in the capacities indicated.
Signature Title
/S/ LEE M. TILLMAN President and Chief Executive Officer and Director Lee M. Tillman
/S/ JOHN R. SULT Executive Vice President and Chief Financial Officer John R. Sult
/S/ DENNIS H. REILLEY Chairman of the Board
Dennis H. Reilley
/S/ GREGORY H. BOYCE Director
Gregory H. Boyce
/S/ PIERRE BRONDEAU Director
Pierre Brondeau
/S/ LINDA Z. COOK Director
Linda Z. Cook
/S/ CHADWICK C. DEATON Director
Chadwick C. Deaton
/S/ SHIRLEY ANN JACKSON Director
Shirley Ann Jackson
/S/ PHILIP LADER Director
Philip Lader
/S/ MICHAEL E. J. PHELPS Director
Corporate Headquarters
5555 San Felipe Street Houston, TX 77056-2723
Marathon Oil Corporation Web Site
www.marathonoil.com
Investor Relations Office
5555 San Felipe Street Houston, TX 77056-2723 Howard J. Thill, Vice President,
Corporate, Government and Investor Relations +1 713-296-4140
Chris C. Phillips, Director, Investor Relations +1 713-296-3213
Notice of Annual Meeting
The 2014 Annual Meeting of Stockholders will be held in Houston, Texas, on April 30, 2014.
Independent Accountants
PricewaterhouseCoopers LLP 1201 Louisiana, Suite 2900 Houston, TX 77002-5678
Stock Exchange Listing
New York Stock Exchange
Common Stock Symbol
MRO
Stock Transfer Agent
Computershare
211 Quality Circle, Suite 210 College Station, TX 77845
888-843-5542 (Toll free - U.S., Canada, Puerto Rico) +1 781-575-4735 (non-U.S.)
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.
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 Standard & Poor’s (“S&P”) 500 Stock Index and our peer group index (the “Peer Group Index”). The Peer Group Index is comprised of Anadarko Petroleum Corp., Apache Corp., Chesapeake Energy Corp., Devon Energy Corp., Encana Corp., EOG Resources Inc., Hess Corp., Murphy Oil Corp., Noble Energy Inc., Occidental Petroleum Corp., and Talisman Energy.