Delaware
|
5555
San Felipe Road
Houston,
Texas 77056-2723
(713)
629-6600
|
25-0996816
|
(State
or other jurisdiction
of
incorporation or organization)
|
(Address,
including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
|
(I.R.S.
Employer Identification No.)
|
Amount
to be Registered/
Proposed
Maximum Offering Price
Per
Unit/Proposed Maximum
Offering
Price/Amount of
Registration
Fee (1)(2)
|
||
Title
of Each Class of
Securities
to be Registered
|
||
Senior
Debt Securities and Subordinated Debt Securities of Marathon
Oil Corporation
|
||
Common
Stock, par value $1.00 per share, of Marathon Oil
Corporation(3)
|
||
Preferred
Stock (without par value) of Marathon Oil Corporation
|
||
Warrants
of Marathon Oil Corporation
|
||
Stock
Purchase Contracts of Marathon Oil Corporation
|
||
Stock
Purchase Units of Marathon Oil Corporation
|
(1)
|
An indeterminate
number or amount of senior and subordinated debt securities, common stock,
preferred stock, warrants, stock purchase contracts and stock purchase
units of Marathon Oil Corporation is being registered as may from time to
time be issued at indeterminate prices and as may be issuable upon
conversion, redemption, exchange, exercise or settlement of any securities
registered hereunder, including under any applicable antidilution
provisions.
|
(2)
|
In
accordance with Rules 456(b) and 457(r) of the Securities Act
of 1933, as amended (the “Securities Act”), Marathon Oil Corporation is
deferring payment of all of the registration fees, which will be paid from
time to time in connection with one or more offerings of securities to be
made hereunder.
|
(3)
|
Includes
an indeterminate number of shares of common stock to be issued by Marathon
Oil Corporation upon settlement of the stock purchase
contracts.
|
|
|
We
will provide additional terms of our securities in one or more supplements
to this prospectus. You should read this prospectus and the related
prospectus supplement carefully before you invest in our securities. No
person may use this prospectus to offer and sell our securities unless a
prospectus supplement accompanies this prospectus.
|
The
The Offering
We
may offer from time to time:
•senior
debt securities;
•subordinated
debt securities;
•common
stock;
•preferred
stock;
•warrants;
•stock
purchase contracts; and
•stock
purchase units.
|
|
About
This
Prospectus........................................................................................................................................................................................................2
|
|
The
Company....................................................................................................................................................................................................................... 2
|
|
Risk
Factors...........................................................................................................................................................................................................................2
|
|
Where
You Can Find More
Information...........................................................................................................................................................................2
|
|
Forward-Looking
Statements..............................................................................................................................................................................................4
|
|
Use
of
Proceeds....................................................................................................................................................................................................................5
|
|
Ratios
of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and
Preferred Stock
Dividends................................................5
|
|
Selected
Historical Consolidated Financial
Data............................................................................................................................................................6
|
|
Description
of Debt
Securities...........................................................................................................................................................................................6
|
|
Description
of Capital
Stock.............................................................................................................................................................................................16
|
|
Description
of
Warrants....................................................................................................................................................................................................19
|
|
Description
of Stock Purchase Contracts and Stock Purchase
Units........................................................................................................................20
|
|
Plan
of
Distribution............................................................................................................................................................................................................21
|
|
Legal
Matters......................................................................................................................................................................................................................22
|
|
Experts..................................................................................................................................................................................................................................22
|
•
|
worldwide
exploration, production and marketing of crude oil and natural
gas;
|
•
|
mining,
extraction and transportation of bitumen from oil sands deposits in
Alberta, Canada, and upgrading of the bitumen for the production and
marketing of synthetic crude oil and vacuum gas oil;
|
•
|
domestic
refining, marketing and transportation of crude oil and petroleum
products, primarily in the Midwest, upper Great Plains, Gulf Coast and
southeastern regions of the United States; and
|
•
|
worldwide
marketing and transportation of products manufactured from natural gas,
such as liquefied natural gas and
methanol.
|
•
|
our
annual report on Form 10-K for the year ended December 31,
2009;
|
•
|
our
quarterly report on Form 10-Q for the quarter ended March 31,
2010;
|
•
|
our
current reports on Form 8-K filed March 22, 2010, April 7,
2010, April 19, 2010, April 21, 2010, May 3, 2010, June
14, 2010 and June 30, 2010; and
|
•
|
the
description of our common stock contained in our registration statement on
Form 8-A/A filed with the SEC on July 15,
2010.
|
Quarters
Ended March 31,
|
Years
Ended December 31,
|
||||||||
2010
|
2009*
|
2009*
|
2008*
|
2007*
|
2006*
|
2005*
|
|||
Ratio
of earnings to fixed charges
|
6.42
|
4.19
|
5.63
|
12.58
|
15.02
|
23.31
|
12.31
|
•
|
pre-tax
income from continuing operations before adjustment for minority interests
in consolidated subsidiaries or income or loss from equity
investees;
|
•
|
fixed
charges;
|
•
|
amortization
of capitalized interest;
|
•
|
distributed
income of equity investees; and
|
•
|
our
share of pre-tax losses of equity investees for which charges arising from
guarantees are included in fixed
charges;
|
•
|
interest
capitalized;
|
•
|
preference
security dividend requirements of consolidated subsidiaries;
and
|
•
|
the
minority interest in pre-tax income of subsidiaries that have not incurred
fixed charges.
|
•
|
interest
expense on all indebtedness and amortization of debt discount and expense,
including discontinued operations;
|
•
|
interest
capitalized, including discontinued operations;
|
•
|
an
estimate of the portion of annual rental expense on operating leases that
represents the interest factor attributable to rentals, including
discontinued operations; and
|
•
|
pre-tax
earnings required to cover preferred stock dividend requirements of
consolidated subsidiaries.
|
Quarters
Ended March 31,
|
Years
Ended December 31,
|
||||||||||||||||||||||||||||||
(In
millions, except per share data)
|
2010
|
2009(1)
|
2009(1)
|
2008(1)(2)
|
2007(1)(3)(4)
|
2006(1)(5)
|
2005(1)(6)
|
||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||
Statement
of Income Data:
|
|||||||||||||||||||||||||||||||
Revenues
|
$ | 15,869 | $ | 10,176 | $ | 53,470 | $ | 76,754 | $ | 64,096 | $ | 64,439 | $ | 62,594 | |||||||||||||||||
Income
from continuing operations
|
457 | 265 | 1,184 | 3,384 | 3,766 | 4,787 | 2,853 | ||||||||||||||||||||||||
Net
income
|
457 | 282 | 1,463 | 3,528 | 3956 | 5,234 | 3,032 | ||||||||||||||||||||||||
Basic
per share data:
|
|||||||||||||||||||||||||||||||
Income
from continuing operations
|
$ | 0.64 | $ | 0.37 | $ | 1.67 | $ | 4.77 | $ | 5.46 | $ | 6.69 | $ | 4.01 | |||||||||||||||||
Net
income
|
$ | 0.64 | $ | 0.40 | $ | 2.06 | $ | 4.97 | $ | 5.73 | $ | 7.31 | $ | 4.26 | |||||||||||||||||
Diluted
per share data:
|
|||||||||||||||||||||||||||||||
Income
from continuing operations
|
$ | 0.64 | $ | 0.37 | $ | 1.67 | $ | 4.75 | $ | 5.42 | $ | 6.63 | $ | 3.97 | |||||||||||||||||
Net
income
|
$ | 0.64 | $ | 0.40 | $ | 2.06 | $ | 4.95 | $ | 5.69 | $ | 7.25 | $ | 4.22 | |||||||||||||||||
Statement
of Cash Flows Data:
|
|||||||||||||||||||||||||||||||
Additions
to property, plant and equipment
|
$ | 1,348 | $ | 1,586 | $ | 6,231 | $ | 6,989 | $ | 3,757 | $ | 3,325 | $ | 2,643 | |||||||||||||||||
Dividends
paid
|
172 | 170 | 679 | 681 | 637 | 547 | 436 | ||||||||||||||||||||||||
Dividends
paid per share
|
$ | 0.24 | $ | 0.24 | $ | 0.96 | $ | 0.96 | $ | 0.92 | $ | 0.76 | $ | 0.60 | |||||||||||||||||
Balance
Sheet Data as of period end:
|
|||||||||||||||||||||||||||||||
Total
assets
|
$ | 47,725 | $ | 43,312 | $ | 47,052 | $ | 42,686 | $ | 42,746 | $ | 30,831 | $ | 28,498 | |||||||||||||||||
Total
long-term debt, including capitalized leases
|
8,440 | 8,590 | 8,436 | 7,087 | 6,084 | 3,061 | 3,698 | ||||||||||||||||||||||||
(1 | ) |
Our
businesses in Ireland and Gabon were sold in 2009. All previous
periods have been recast to reflect these businesses as discontinued
operations.
|
|||||||||||||||||||||||||||||
(2 | ) |
Includes
a $1,412 million impairment of goodwill related to our Oil Sands Mining
reporting unit and a $25 million after-tax impairment ($40 million pretax)
related to our investments in ethanol producing companies.
|
|||||||||||||||||||||||||||||
(3 | ) |
On
October 18, 2007, we completed the acquisition of all outstanding shares
of Western Oil Sands Inc.
|
|||||||||||||||||||||||||||||
(4 | ) |
Effective
May 1, 2007, Equatorial Guinea LNG Holdings Limited (“EGHoldings”)s is no
longer consolidated and Marathon's investment in EGHoldings is accounted
for under the equity method of accounting; therefore, EGHoldings' property
additions subsequent to April 2007 are not included in our reported
additions to property, plant and equipment.
|
|||||||||||||||||||||||||||||
(5 | ) |
Effective
April 1, 2006, we changed our accounting for matching buy/sell
transactions. This change had no effect on income from continuing
operations or net income, but the revenues and cost of revenues recognized
after April 1, 2006 are less than the amounts that would have been
recognized under our previous accounting practices for such
transactions.
|
|||||||||||||||||||||||||||||
(6 | ) |
On
June 30, 2005, we acquired the 38 percent ownership interest in Marathon
Petroleum Company LLC previously held by Ashland Inc., making it wholly
owned.
|
•
|
the
title of the debt securities;
|
•
|
any
limit on the aggregate principal amount of the debt
securities;
|
•
|
the
person or entity to whom any interest will be payable, if that person or
entity is not the registered owner of the debt securities;
|
•
|
the
date or dates on which the principal of and any premium on the debt
securities will be payable;
|
•
|
the
rates, which may be fixed or variable, per annum at which the debt
securities will bear interest, if any, and the date or dates from which
any interest will accrue;
|
•
|
the
dates on which the interest, if any, on the debt securities will be
payable, and the regular record dates for the interest payment dates or
the method for determining those dates;
|
•
|
the
place or places where payments on the debt securities will be
payable;
|
•
|
the
terms and conditions on which the debt securities may, under any optional
or mandatory redemption provisions, be redeemed;
|
•
|
any
mandatory or optional sinking fund or similar provisions or provisions for
mandatory redemption or purchase at the option of the holder;
|
•
|
the
denominations in which the debt securities will be issuable, if other than
denominations of $1,000 or any multiple of that amount;
|
•
|
any
index, formula or other method used to determine the amount of payment of
principal of or any premium or interest on the debt
securities;
|
•
|
if
other than the currency of the United States of America, the currency of
payment of principal of or any premium or interest on the debt
securities;
|
•
|
if,
at our election or the election of the holder, the principal of or any
premium or interest on any debt securities is to be payable in one or more
currencies or currency units other than those in which the debt securities
are stated to be payable, the terms and conditions on which that election
is to be made and the amount so payable;
|
•
|
if
other than the full principal amount of the debt securities, the portion
of the principal amount of the debt securities that will be payable on the
declaration of acceleration of the maturity of the debt
securities;
|
•
|
if
the principal amount payable at maturity will not be determinable as of
one or more dates prior to maturity, the amount that will be deemed to be
the principal amount as of any such
date;
|
•
|
any
terms on which the debt securities may be convertible into or exchanged
for securities or indebtedness of any kind of Marathon or of any other
issuer or obligor and the terms and conditions on which a conversion or
exchange will be effected, including the initial conversion or exchange
price or rate, the conversion period and any other additional
provisions;
|
•
|
the
applicability of the defeasance provisions described below under
“—Satisfaction and Discharge; Defeasance under the Senior Indenture,” and
any conditions under which those provisions will apply;
|
•
|
if
the debt securities will be issuable only in the form of a global security
as described below under “—Book-entry Debt Securities,” the depositary for
the debt securities;
|
•
|
any
changes in or additions to the events of default or covenants this
prospectus describes;
|
•
|
the
payment of any additional amounts with respect to the debt securities;
and
|
• |
any
other terms of the debt
securities.
|
•
|
existing
on the date of the senior indenture;
|
•
|
incurred
in connection with the acquisition or construction of any
property;
|
•
|
previously
existing on acquired property or existing on the property of any entity
when it becomes a subsidiary of ours;
|
•
|
in
favor of the United States, any state, or any agency, department,
political subdivision or other instrumentality of either, to secure
payments to us under the provisions of any contract or
statute;
|
•
|
in
favor of the United States, any state, or any agency, department,
political subdivision or other instrumentality of either, to secure
borrowings for the purchase or construction of the property
mortgaged;
|
•
|
in
connection with a sale or other transfer of (1) oil, gas or other
minerals in place for a period of time until, or in an amount such that,
the purchase will realize a specified amount of money or a specified
amount of minerals or (2) any interest of the character commonly
referred to as an “oil payment” or a “production
payment”;
|
•
|
to
secure the cost of the repair, construction, improvement, alteration,
exploration, development or drilling of all or part of a principal
property;
|
•
|
in
various facilities and personal property located at or on a principal
property;
|
•
|
arising
in connection with the sale of accounts receivable resulting from the sale
of oil or gas at the wellhead; or
|
•
|
that
is a renewal of or substitution for any mortgage permitted under any of
the provisions described in the preceding
clauses.
|
•
|
all
current liabilities, excluding all long-term debt due within one
year;
|
•
|
all
investments in unconsolidated subsidiaries and all investments accounted
for on the equity basis; and
|
•
|
all
goodwill, patents and trademarks, unamortized debt discount and other
similar intangibles;
|
•
|
the
lease is an intercompany lease between Marathon and one of its
subsidiaries or between any of its subsidiaries;
|
•
|
the
lease is for a temporary period by the end of which it is intended that
the use of the leased property will be discontinued;
|
•
|
Marathon
or a subsidiary of Marathon could mortgage the property without equally
and ratably securing the senior debt securities under the covenant
described above under the caption “—Creation of Certain Liens”;
|
• |
the
transfer is incident to or necessary to effect any operating, farm-out,
farm-in, unitization, acreage exchange, acreage contribution, bottom-hole
or dry-hole arrangement or pooling agreement or other agreement of the
same general nature relating to the acquisition, exploration, maintenance,
development or operation of oil and gas properties in the ordinary course
of business or as required by any regulatory agency having jurisdiction
over the property; or
|
• |
Marathon
promptly informs the trustee of the sale, the net proceeds of the sale are
at least equal to the fair value of the property and within 180 days of
the sale the net proceeds are applied to the retirement or in-substance
defeasance of our funded debt (subject to reduction, under circumstances
the senior indenture
specifies).
|
•
|
Marathon
is the continuing corporation or the successor entity (if other than
Marathon) is a corporation or other entity organized under the laws of the
United States or any state thereof that expressly assumes the obligations
of Marathon under the senior indenture and the outstanding senior debt
securities; and
|
•
|
immediately
after the merger, consolidation, sale or conveyance, no event of default
under the senior indenture shall have occurred and be
continuing.
|
(1)
|
Marathon’s
failure to pay interest on any senior debt security of that series when
due, continuing for 30 days;
|
(2)
|
Marathon’s
failure to pay the principal of or premium on any senior debt security of
that series when due and payable;
|
(3)
|
Marathon’s
failure to deposit any sinking fund payment when due by the terms of the
senior debt securities of that series;
|
(4)
|
Marathon’s
failure to perform under any other covenant or warranty applicable to the
senior debt securities of that series and not specifically dealt with in
the definition of “event of default” for a period of 90 days after written
notice to Marathon of that failure;
|
(5)
|
specified
events of bankruptcy, insolvency or reorganization of Marathon;
or
|
(6)
|
any
other event of default provided with respect to the senior debt securities
of that series.
|
•
|
in
the payment of principal of or any premium or interest on any senior debt
security of that series; or
|
•
|
respecting
a covenant or provision that cannot be modified without consent of the
holder of each outstanding senior debt security of that
series.
|
•
|
the
holder has given prior written notice to the trustee of a continuing event
of default with respect to the senior debt securities of that
series;
|
•
|
the
holders of at least 25% in principal amount of the outstanding senior debt
securities of that series have made a written request to the trustee to
institute proceedings with respect to the event of
default;
|
• |
the
holders making the request have offered the trustee reasonable indemnity
against costs, expenses and liabilities to be incurred in compliance with
the request;
|
• |
the
trustee for 60 days after its receipt of the notice, request and offer of
indemnity has failed to institute any such proceeding;
and
|
• | during that 60-day period, the holders of a majority in principal amount of the senior debt securities of that series do not give the trustee a direction inconsistent with the request. |
•
|
to
evidence the succession of another person to Marathon;
|
•
|
to
add to covenants for the benefit of the holders of senior debt securities
or to surrender any right or power conferred on Marathon by the senior
indenture;
|
•
|
to
add additional events of default for the benefit of holders of all or any
series of senior debt securities;
|
• |
to
add or change provisions of the senior indenture to allow the issuance of
senior debt securities in other forms;
|
• |
to
add to, change or eliminate any of the provisions of the senior indenture
respecting one or more series of senior debt securities under conditions
the senior indenture specifies;
|
• |
to
secure the senior debt securities under the requirements of the senior
indenture or otherwise;
|
• |
to
establish the form or terms of senior debt securities of any series as
permitted by the senior indenture;
|
• |
to
evidence the appointment of a successor trustee;
or
|
• |
to
cure any ambiguity or to correct or supplement any provision of the senior
indenture that may be defective or inconsistent with any other provision
in the senior indenture, or to make any other provisions with respect to
matters or questions arising under the senior indenture as shall not
adversely affect the interests of the holders of senior debt securities of
any series in any material
respect.
|
•
|
change
the fixed maturity or reduce the principal amount, reduce the rate or
extend the time of payment of any premium or interest thereon, or change
the currency in which the senior debt securities are payable, or adversely
affect any right of the holder of any senior debt security to require
Marathon to repurchase that senior debt security;
or
|
•
|
reduce
the percentage of senior debt securities required for consent to any such
modification or supplemental
indenture.
|
• |
Marathon
delivers to the trustee all senior debt securities then outstanding for
cancellation; or
|
• |
all
senior debt securities have become due and payable or are to become due
and payable within one year or are to be called for redemption within one
year and Marathon deposits an amount of cash sufficient to pay the
principal of and premium, if any, and interest on those senior debt
securities to the date of maturity or
redemption.
|
• |
we
will be discharged from our obligations with respect to the senior debt
securities of that series (“legal defeasance”);
or
|
• |
we
will no longer have any obligation to comply with the restrictive
covenants under the senior indenture, and the related events of default
will no longer apply to us, but some of our other obligations under the
senior indenture and the senior debt securities of that series, including
our obligation to make payments on those senior debt securities, will
survive (“covenant
defeasance”).
|
• |
register
the transfer or exchange of senior debt
securities;
|
• |
replace
mutilated, destroyed, lost or stolen senior debt securities;
and
|
• |
maintain
paying agencies and hold moneys for payment in
trust.
|
• |
all
indebtedness of Marathon, whether outstanding on the date of the
subordinated indenture or subsequently created, incurred or assumed, which
is for money borrowed, or evidenced by a note or similar instrument given
in connection with the acquisition of any business, properties or assets,
including securities;
|
• |
any
indebtedness of others of the kinds described in the preceding clause for
the payment of which Marathon is responsible or liable (directly or
indirectly, contingently or otherwise) as guarantor or otherwise;
and
|
• |
amendments,
renewals, extensions and refundings of any indebtedness described in the
two preceding clauses, unless in any instrument or instruments evidencing
or securing that indebtedness or pursuant to which the same is
outstanding, or in any such amendment, renewal, extension or refunding, it
is expressly provided that such indebtedness is not superior in right of
payment to the subordinated debt securities of any
series.
|
• |
during a
period beginning 15 business days before the day of mailing of the
relevant notice of redemption and ending on the close of business on that
day of mailing; or
|
• | if we have called the debt security for redemption in whole or in part, except the unredeemed portion of any debt security being redeemed in part. |
•
|
1,100,000,000
shares of common stock; and
|
•
|
26,000,000
shares of preferred stock, issuable in
series.
|
• |
our
financial condition and performance;
|
• |
our
cash needs and capital investment plans;
|
• |
our
obligations to holders of any preferred stock we may
issue;
|
• |
income
tax consequences; and
|
• | the restrictions Delaware and other applicable laws then impose. |
• |
the
series designation of the preferred stock;
|
• |
the
maximum number of shares of the series;
|
• |
the
dividend rate or the method of calculating the dividend, the date from
which dividends will accrue and whether dividends will be
cumulative;
|
• |
any
liquidation preference;
|
• |
any
optional redemption provisions;
|
• |
any
sinking fund or other provisions that would obligate us to redeem or
repurchase the preferred stock;
|
• |
any
terms for the conversion or exchange of the preferred stock for any other
securities;
|
• |
any
voting rights; and
|
• | any other preferences and relative, participating, optional or other special rights or any qualifications, limitations or restrictions on the rights of the shares. |
• |
for
any breach of the director’s duty of loyalty to Marathon or its
stockholders;
|
• |
for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
|
• |
for
unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation
Law; and
|
• | for any transaction from which the director derived an improper personal benefit. |
• |
before that
person became an interested stockholder, the board of directors of the
corporation approved the transaction in which that person became an
interested stockholder or approved the business
combination;
|
• |
on
completion of the transaction that resulted in that person’s becoming an
interested stockholder, that person owned at least 85% of the voting stock
of the corporation outstanding at the time the transaction commenced,
other than stock held by (1) directors who are also officers of the
corporation or (2) any employee stock plan that does not provide employees
with the right to determine confidentially whether shares held subject to
the plan will be tendered in a tender or exchange offer;
or
|
• |
following the
transaction in which that person became an interested stockholder, both
the board of directors of the corporation and the holders of at least
two-thirds of the outstanding voting stock of the corporation not owned by
that person approve the business
combination.
|
• |
the
title of the warrants;
|
• |
the
aggregate number of warrants offered;
|
• |
the
designation, number and terms of the debt securities, common stock,
preferred stock or other securities purchasable on exercise of the
warrants, and procedures that may result in the adjustment of those
numbers;
|
• |
the
exercise price of the warrants;
|
• |
the
dates or periods during which the warrants are
exercisable;
|
• |
the
designation and terms of any securities with which the warrants are
issued;
|
• |
if
the warrants are issued as a unit with another security, the date on and
after which the warrants and the other security will be separately
transferable;
|
• |
if
the exercise price is not payable in U.S. dollars, the foreign currency,
currency unit or composite currency in which the exercise price is
denominated;
|
• |
any
minimum or maximum amount of warrants that may be exercised at any one
time;
|
• |
any
terms, procedures and limitations relating to the transferability,
exchange or exercise of the warrants; and
|
• | any other terms of the warrants. |
• |
shorten
the period of time during which the warrants may be exercised;
or
|
• | otherwise materially and adversely affect the exercise rights of the holders of the warrants. |
SEC
registration
fee
|
$ [*]
|
Printing
expenses.
|
100,000
|
Legal
fees and
expenses
|
150,000
|
Accounting
fees and
expenses
|
100,000
|
Fees
and expenses of trustee and
counsel
|
20,000
|
Rating
agency
fees
|
357,000
|
Miscellaneous
|
223,000
|
Total
|
$
950,000
|
*
|
Applicable
SEC registration fees have been deferred in accordance with Rules 456(b)
and 457(r) of the Securities Act of 1933 and are not estimable at this
time.
|
Exhibit No.
|
Description of Exhibit
|
|
**4.1
|
Restated
Certificate of Incorporation of Marathon Oil Corporation (incorporated by
reference to Exhibit 3.1 to Marathon Oil Corporation’s Form 8-K,
filed on April 25, 2007).
|
|
**4.2
|
By-laws
of Marathon Oil Corporation (incorporated by reference to Exhibit 3.1 to
Marathon Oil Corporation’s Form 8-K, filed on November 4,
2008).
|
|
**4.3
|
Specimen
of Common Stock Certificate (incorporated by reference to Exhibit 3.3 to
Marathon Oil Corporation’s Form 8-K, filed on May 14, 2007).
|
|
**4.4
|
Indenture
(“Senior Indenture”), dated as of February 26, 2002, relating to the
Senior Debt Securities, with form of Senior Debt Securities (incorporated
by reference to Exhibit 4.4 to Marathon Oil Corporation’s Registration
Statement on Form S-3ASR (Reg. No. 333-144874) filed on July 26,
2007).
|
|
**4.5
|
Indenture
(“Subordinated Indenture”), dated as of February 26, 2002, relating to the
Subordinated Debt Securities, with form of Subordinated Debt Securities
(incorporated by reference to Exhibit 4.5 to Marathon Oil Corporation’s
Registration Statement on Form S-3ASR (Reg. No. 333-144874) filed on July
26, 2007).
|
5.1
|
Opinion
of Baker Botts L.L.P.
|
|
**12.1
|
Computation
of Ratio of Earnings to Fixed Charges (incorporated by reference to
Exhibit 12.1 to Marathon Oil Corporation’s Quarterly Report on Form 10-Q
for the quarter ended March 31, 2010).
|
|
23.1
|
Consent
of PricewaterhouseCoopers LLP.
|
|
23.2
|
Consent
of Baker Botts L.L.P. (included in Exhibit 5.1).
|
|
24.1
|
Powers
of Attorney of directors and officers of Marathon Oil Corporation
(included on the signature page of the Registration
Statement).
|
|
25.1
|
Statement
of Eligibility of Trustee under the Senior Indenture on Form
T-1.
|
|
25.2
|
Statement
of Eligibility of Trustee under the Subordinated Indenture on Form
T-1.
|
*
|
Marathon
will file as an exhibit to a Current Report on Form 8-K (i) any
underwriting, remarketing or agency agreement relating to the securities
offered hereby, (ii) the instruments setting forth the terms of any debt
securities, preferred stock, warrants or stock purchase contracts, (iii)
any additional required opinions of counsel with respect to legality of
the securities offered hereby and (iv) any required opinion of
counsel to Marathon as to certain tax matters relative to the securities
offered hereby.
|
**
|
Incorporated
by reference to the filing
indicated.
|
(1)
|
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
|
||
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
|
||
(ii)
|
To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
|
||
(iii)
|
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
|
|
(4)
|
That,
for the purpose of determining liability under the Securities Act to any
purchaser:
|
|
(i)
|
Each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be
deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement;
and
|
|
(ii)
|
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x)
for the purpose of providing the information required by Section 10(a) of
the Securities Act shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof. Provided, however, that no
statement made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such effective date.
|
|
(5)
|
That,
for the purpose of determining liability of the Registrant under the
Securities Act to any purchaser in the initial distribution of the
securities:
The
undersigned Registrant undertakes that in a primary offering of securities
of the undersigned Registrant pursuant to the registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by
means of any of the following communications, the undersigned Registrant
will be a seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
|
|
(i)
|
Any
preliminary prospectus or prospectus of the undersigned Registrant
relating to the offering required to be filed pursuant to Rule
424;
|
|
(ii)
|
Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned Registrant or used or referred to by the undersigned
Registrant;
|
|
(iii)
|
The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned Registrant or its
securities provided by or on behalf of the undersigned Registrant;
and
|
|
(iv)
|
Any
other communication that is an offer in the offering made by the
undersigned Registrant to the
purchaser.
|
|
(b)
|
The
undersigned Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
|
(c)
|
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such
issue.
|
MARATHON
OIL CORPORATION
|
|
By:
/s/Clarence P. Cazalot,
Jr.
|
|
Clarence P. Cazalot,
Jr.
President and Chief Executive
Officer
|
Signature
|
Title
|
/s/
Clarence P. Cazalot,
Jr.
Clarence P. Cazalot,
Jr.
|
President,
Chief Executive
Officer
and Director
(Principal
Executive Officer)
|
/s/ Janet F.
Clark
Janet F. Clark
|
Executive
Vice President and
Chief
Financial Officer
(Principal
Financial Officer)
|
/s/ Michael K.
Stewart
Michael K. Stewart
|
Vice
President, Accounting and Controller
(Principal
Accounting Officer)
|
/s/
Gregory H.
Boyce
Gregory H. Boyce
|
Director
|
/s/ David
A.
Daberko
David A. Daberko
|
Director
|
/s/ William L.
Davis
William L. Davis
|
Director
|
/s/ Dr.
Shirley Ann
Jackson
Dr. 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
|
/s/ Thomas J.
Usher
Thomas J. Usher
|
Chairman
of the Board
|
Exhibit No.
|
Description of Exhibit
|
|
**4.1
|
Restated
Certificate of Incorporation of Marathon Oil Corporation (incorporated by
reference to Exhibit 3.1 to Marathon Oil Corporation’s Form 8-K,
filed on April 25, 2007).
|
|
**4.2
|
By-laws
of Marathon Oil Corporation (incorporated by reference to Exhibit 3.1 to
Marathon Oil Corporation’s Form 8-K, filed on November 4,
2008).
|
|
**4.3
|
Specimen
of Common Stock Certificate (incorporated by reference to Exhibit 3.3 to
Marathon Oil Corporation’s Form 8-K, filed on May 14,
2007).
|
|
**4.4
|
Indenture
(“Senior Indenture”), dated as of February 26, 2002, relating to the
Senior Debt Securities, with form of Senior Debt Securities (incorporated
by reference to Exhibit 4.4 to Marathon Oil Corporation’s Registration
Statement on Form S-3ASR (Reg. No. 333-144874) filed on July 26,
2007).
|
|
**4.5
|
Indenture
(“Subordinated Indenture”), dated as of February 26, 2002, relating to the
Subordinated Debt Securities, with form of Subordinated Debt Securities
(incorporated by reference to Exhibit 4.5 to Marathon Oil Corporation’s
Registration Statement on Form S-3ASR (Reg. No. 333-144874) filed on July
26, 2007).
|
|
5.1
|
Opinion
of Baker Botts L.L.P.
|
|
**12.1
|
Computation
of Ratio of Earnings to Fixed Charges (incorporated by reference to
Exhibit 12.1 to Marathon Oil Corporation’s Quarterly Report on Form 10-Q
for the quarter ended March 31, 2010).
|
|
23.1
|
Consent
of PricewaterhouseCoopers LLP.
|
|
23.2
|
Consent
of Baker Botts L.L.P. (included in Exhibit 5.1).
|
|
24.1
|
Powers
of Attorney of directors and officers of Marathon Oil Corporation
(included on the signature page of the Registration
Statement).
|
|
25.1
|
Statement
of Eligibility of Trustee under the Senior Indenture on Form
T-1.
|
|
25.2
|
Statement
of Eligibility of Trustee under the Subordinated Indenture on Form
T-1.
|
*
|
Marathon
will file as an exhibit to a Current Report on Form 8-K (i) any
underwriting, remarketing or agency agreement relating to the securities
offered hereby, (ii) the instruments setting forth the terms of any debt
securities, preferred stock, warrants or stock purchase contracts, (iii)
any additional required opinions of counsel with respect to legality of
the securities offered hereby and (iv) any required opinion of
counsel to Marathon as to certain tax matters relative to the securities
offered hereby.
|
**
|
Incorporated
by reference to the filing
indicated.
|