ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the Fiscal Year Ended December 31, 2009
|
Delaware
|
25-0996816
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Title of Each Class
|
Name of Each Exchange on Which Registered
|
|
Common Stock, par value $1.00
|
New York Stock Exchange
|
A.
|
Documents Filed as Part of the Report
|
1.
|
Financial Statements (see Part II, Item 8. of this report regarding financial statements)
|
2.
|
Financial Statement Schedules
|
3.
|
Exhibits:
|
Exhibit Number
|
|
|
Incorporated by Reference
|
|
Previously Filed
|
|
Previously Furnished
|
||||||
|
Exhibit Description
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
|
|||
2
|
|
Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
|
|||||||||||
2.1
|
|
Holding Company Reorganization Agreement, dated as of July 1, 2001, by and among USX Corporation, USX Holdco, Inc. and United States Steel LLC
|
10-K
|
|
2.1
|
|
3/1/2007
|
|
|
|
|
|
|
2.2
|
|
Agreement and Plan of Reorganization, dated as of July 31, 2001, by and between USX Corporation and United States Steel LLC
|
10-K
|
|
2.2
|
|
3/1/2007
|
|
|
|
|
|
|
Exhibit Number
|
|
|
Incorporated by Reference
|
|
Previously Filed
|
|
Previously Furnished
|
||||||
|
Exhibit Description
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
|
|||
2.3++
|
|
Master Agreement, among Ashland Inc., ATB Holdings Inc., EXM LLC, New EXM Inc., Marathon Oil Corporation, Marathon Oil Company, Marathon Domestic LLC and Marathon Ashland Petroleum LLC, dated as of March 18, 2004 and Amendment No. 1 dated as of April 27, 2005
|
S-4/A
|
|
2.1
|
|
5/19/2005
|
|
333-119694
|
|
|
|
|
2.4++
|
|
Amended and Restated Tax Matters Agreement among Ashland Inc., ATB Holdings Inc., EXM LLC, New EXM Inc., Marathon Oil Corporation, Marathon Oil Company, Marathon Domestic LLC and Marathon Ashland Petroleum LLC, dated as of April 27, 2005
|
S-4/A
|
|
2.2
|
|
5/19/2005
|
|
333-119694
|
|
|
|
|
2.5++
|
|
Amended and Restated Arrangement Agreement among Marathon Oil Corporation, 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
|
|
|
|
|
2.8++
|
|
Amending Agreement among Marathon Oil Corporation, 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
|
|
|
|
|
2.7++
|
|
Plan of Arrangement under Section 193 of the Business Corporations Act (Alberta)
|
S-3ASR
|
|
2.9
|
|
10/17/2007
|
|
333-146772
|
|
|
|
|
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
|
8-K
|
|
3.1
|
|
11/4/2008
|
|
|
|
|
|
|
3.3
|
|
Specimen of Common Stock Certificate
|
8-K
|
|
3.3
|
|
5/14/2007
|
|
|
|
|
|
|
3.4
|
|
Certificate of Designations of Special Voting Stock of Marathon Oil Corporation
|
10-Q
|
|
3.3
|
|
9/30/2007
|
|
|
|
|
|
|
Exhibit Number
|
|
|
Incorporated by Reference
|
|
Previously Filed
|
|
Previously Furnished
|
||||||
|
Exhibit Description
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
|
|||
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 Corporation, the Co-Agents and other Lenders party thereto, Bank of America, N.A., as Syndication Agent, ABN Ambro Bank N.V., Citibank, N.A. and Morgan Stanley Bank, as Documentation Agents and JPMorgan Chase Bank, as Administrative Agent
|
|
|
|
|
|
|
|
|
X
|
|
|
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 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 Agents and JPMorgan Chase Bank, as Administrative Agent
|
10-Q
|
|
4.1
|
|
3/31/2006
|
|
|
|
|
|
|
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 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 Agents and JPMorgan Chase Bank, as Administrative Agent
|
10-Q
|
|
4.1
|
|
6/30/2007
|
|
|
|
|
|
|
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 Agents and JPMorgan Chase Bank, as Administrative Agent
|
10-Q
|
|
4.1
|
|
9/30/2007
|
|
|
|
|
|
|
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 Agents and JPMorgan Chase Bank, as Administrative Agent
|
10-Q
|
|
4.2
|
|
3/31/2008
|
|
|
|
|
|
|
Exhibit Number
|
|
|
Incorporated by Reference
|
|
Previously Filed
|
|
Previously Furnished
|
||||||
|
Exhibit Description
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
|
|||
4.6
|
|
Indenture dated February 26, 2002 between Marathon 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
|
S-3
|
|
4.4
|
|
7/26/2007
|
|
333-144874
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
Material Contracts
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
Financial Matters Agreement between USX Corporation and United States Steel LLC (converted into United States Steel Corporation) dated as of December 31, 2001
|
10-K
|
|
10.2
|
|
12/31/2007
|
|
|
|
|
|
|
10.2
|
|
Exchangeable Share Provisions of 1339971 Alberta Ltd
|
S-3ASR
|
|
10.1
|
|
10/17/2007
|
|
333-146772
|
|
|
|
|
10.3
|
|
Form of Support Agreement among Marathon Oil Corporation, 1339971 Alberta Ltd. and Marathon Canadian Oil Sands Holding Limited, dated as of October 18, 2007
|
S-3ASR
|
|
10.2
|
|
10/17/2007
|
|
333-146772
|
|
|
|
|
10.4
|
|
Form of Voting and Exchange Trust Agreement among Marathon Oil Corporation, 1339971 Alberta Ltd., Marathon Canadian Oil Sands Holding Limited and Valiant Trust Company, dated as of October 18, 2007
|
S-3ASR
|
|
10.3
|
|
10/17/2007
|
|
333-146772
|
|
|
|
|
10.5
|
|
Marathon Oil Corporation 2007 Incentive Compensation Plan (incorporated by 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 Non-Qualified Stock Option Award Agreement for Officers granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan, effective May 30, 2007
|
10-Q
|
|
10.2
|
|
6/30/2007
|
|
|
|
|
|
|
Exhibit Number
|
|
|
Incorporated by Reference
|
|
Previously Filed
|
|
Previously Furnished
|
||||||
|
Exhibit Description
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
|
|||
10.7
|
|
Form of Restricted Stock Award Agreement granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan, effective May 30, 2007 (incorporated by reference to Exhibit 10.3 to Marathon Oil Corporation’s Form 10-Q for the quarter ended June 30, 2007).
|
10-Q
|
|
10.3
|
|
6/30/2007
|
|
|
|
|
|
|
10.8
|
|
Form of Performance Unit Award Agreement (2007-2009 Performance Cycle) for Officers granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan, effective May 30, 2007
|
10-Q
|
|
10.4
|
|
6/30/2007
|
|
|
|
|
|
|
10.9
|
|
Marathon Oil Corporation 2003 Incentive Compensation Plan, Effective January 1, 2003
|
|
|
|
|
|
|
|
|
X
|
|
|
10.10
|
|
Marathon Oil Corporation 1990 Stock Plan, as Amended and Restated, Effective January 1, 2002
|
10-Q
|
|
10.1
|
|
9/30/2008
|
|
|
|
|
|
|
10.11
|
|
First Amendment to Marathon Oil Corporation 1990 Stock Plan (as Amended and Restated) Effective January 1, 2002
|
10-Q
|
|
10.2
|
|
9/30/2008
|
|
|
|
|
|
|
10.12
|
|
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
|
|
|
|
|
|
|
10.13
|
|
Form of Non-Qualified Stock Option Grant for Executive Officers granted under Marathon Oil Corporation’s 1990 Stock Plan, as amended and restated effective January 1, 2002
|
10-Q
|
|
10.3
|
|
9/30/2004
|
|
|
|
|
|
|
10.14
|
|
Form of Non-Qualified Stock Option Grant for MAP officers granted under Marathon Oil Corporation’s 1990 Stock Plan, as amended and restated effective January 1, 2002
|
10-K
|
|
10.14
|
|
12/31/2005
|
|
|
|
|
|
|
10.15
|
|
Form of Non-Qualified 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
|
|
|
|
|
|
|
|
|
X
|
|
|
Exhibit Number
|
|
|
Incorporated by Reference
|
|
Previously Filed
|
|
Previously Furnished
|
||||||
|
Exhibit Description
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
|
|||
10.16
|
|
Form of Non-Qualified 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
|
|
|
|
|
|
|
|
|
X
|
|
|
10.17
|
|
Form of Non-Qualified 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
|
|
|
|
|
|
|
|
|
X
|
|
|
10.18
|
|
Form of Non-Qualified Stock Option Award Agreement for MAP officers granted under Marathon Oil Corporation’s 2003 Incentive Compensation Plan, effective January 1, 2003
|
|
|
|
|
|
|
|
|
X
|
|
|
10.19
|
|
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
|
|
|
|
|
|
|
|
|
X
|
|
|
10.20
|
|
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
|
|
|
|
|
|
|
|
|
X
|
|
|
10.21
|
|
Form of Stock Appreciation Right Award Agreement for Officers granted under Marathon Oil Corporation’s 2003 Incentive Compensation Plan, effective January 1, 2003
|
|
|
|
|
|
|
|
|
X
|
|
|
10.22
|
|
Form of Non-Qualified Stock Option Award Agreement granted under Marathon Oil Corporation’s 2003 Incentive Compensation Plan
|
|
|
|
|
|
|
|
|
X
|
|
|
10.23
|
|
Form of Officer Restricted Stock Award Agreement granted under Marathon Oil Corporation’s 2003 Incentive Compensation Plan
|
|
|
|
|
|
|
|
|
X
|
|
|
Exhibit Number
|
|
|
Incorporated by Reference
|
|
Previously Filed
|
|
Previously Furnished
|
||||||
|
Exhibit Description
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
|
|||
10.24
|
|
Form of Performance Unit Award Agreement (2005-2007 Performance Cycle) granted under Marathon Oil Corporation’s 2003 Incentive Compensation Plan
|
|
|
|
|
|
|
|
|
X
|
|
|
10.25
|
|
Form of Performance Unit Award Agreement (2010-2012 Performance Cycle) granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan
|
|
|
|
|
|
|
|
|
X
|
|
|
10.26
|
|
Form of Non-Qualified Stock Option Award Agreement granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan
|
|
|
|
|
|
|
|
|
X
|
|
|
10.27
|
|
Form of Officer Restricted Stock Award Agreement granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan
|
|
|
|
|
|
|
|
|
X
|
|
|
10.28
|
|
Marathon Oil Company Excess Benefit Plan (Amended and Restated as of January 1, 2009).
|
10-K
|
|
10.27
|
|
2/27/2009
|
|
|
|
|
|
|
10.29
|
|
Marathon Oil Company Deferred Compensation Plan.
|
10-K
|
|
10.28
|
|
2/27/2009
|
|
|
|
|
|
|
10.30
|
|
Marathon Petroleum Company LLC Excess Benefit Plan
|
10-K
|
|
10.29
|
|
2/27/2009
|
|
|
|
|
|
|
10.31
|
|
Marathon Petroleum Company LLC Deferred Compensation Plan.
|
10-K
|
|
10.30
|
|
2/27/2009
|
|
|
|
|
|
|
10.32
|
|
Speedway SuperAmerica LLC Excess Benefit Plan
|
10-K
|
|
10.31
|
|
2/27/2009
|
|
|
|
|
|
|
10.33
|
|
Executive Tax, Estate, and Financial Planning Program
|
10-K
|
|
10.32
|
|
2/27/2009
|
|
|
|
|
|
|
10.34
|
|
EMRO Marketing Company Deferred Compensation Plan
|
10-K
|
|
10.33
|
|
2/27/2009
|
|
|
|
|
|
|
10.35
|
|
Speedway SuperAmerica LLC Deferred Compensation Plan.
|
10-K
|
|
10.34
|
|
2/27/2009
|
|
|
|
|
|
|
10.36
|
|
Executive Change in Control Severance Benefits Plan.
|
10-K
|
|
10.35
|
|
2/27/2009
|
|
|
|
|
|
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.1
|
|
Code of Ethics for Senior Financial Officers
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21.1
|
|
List of Significant Subsidiaries.
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
|
|
|
|
X
|
|
|
Exhibit Number
|
|
|
Incorporated by Reference
|
|
Previously Filed
|
|
Previously Furnished
|
||||||
|
Exhibit Description
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
|
|||
23.2
|
|
Consent of GLJ Petroleum Consultants, independent petroleum engineers and geologists
|
|
|
|
|
|
|
|
|
X
|
|
|
23.3*
|
|
Consent of Ryder Scott, independent petroleum engineers and geologists
|
|
|
|
|
|
|
|
|
|
|
|
23.4*
|
|
Consent of Netherland, Sewell & Associates, independent petroleum engineers and geologists
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
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, independent petroleum engineers and geologists
|
|
|
|
|
|
|
|
|
X
|
|
|
99.2*
|
|
Summary report of audits performed by Netherland, Sewell & Associates, independent petroleum engineers and geologists
|
|
|
|
|
|
|
|
|
|
|
|
99.3*
|
|
Summary report of audits performed by Ryder Scott, independent petroleum engineers and geologists
|
|
|
|
|
|
|
|
|
|
|
|
++
|
|
Marathon agrees to furnish supplementally a copy of any omitted schedule to the United States Securities and Exchange Commission upon request
|
|||||||||||
*
|
Filed with this Report.
|
September 17, 2010
|
MARATHON OIL CORPORATION
|
By: /s/ MICHAEL K. STEWART
|
|
Michael K. Stewart
|
|
Vice President, Accounting and Controller
|