MRO 10-K Annual Report Dec. 31, 2018 | Alphaminr
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MRO 10-K Fiscal year ended Dec. 31, 2018

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MARATHON OIL CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 8. Financial Statements and Supplementary DataItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

1.1 Bond Purchase Agreement, dated as of November 28, 2017, between Marathon Oil Corporation, the Parish of St. John the Baptist, State of Louisiana, and Morgan Stanley & Co. LLC. 10-K 1.1 2/22/2018 2.1 Share Purchase Agreement, dated as of March 8, 2017, by and among Marathon Oil Dutch Holdings B.V., as Seller, and 10084751 Canada Limited, as a Buyer and Canadian Natural Resources Limited, as a Buyer, in respect of Marathon Oil Canada Corporation. 10-Q 10.1 5/5/2017 3.1 Restated Certificate of Incorporation of Marathon Oil Corporation 8-K 3.1 6/1/2018 3.2 Marathon Oil Corporation By-laws (Amended and restated as of February 24, 2016) 10-Q 3.2 8/4/2016 3.3 Specimen of Common Stock Certificate 10-K 3.3 2/28/2014 4.1 Indenture,datedas of February26, 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% 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 10-K 4.2 2/28/2014 10.1 Amended and Restated Credit Agreement, dated as of May 28, 2014, among Marathon Oil Corporation, as borrower, The Royal Bank of Scotland plc, as syndication agent, Citibank, N.A., Morgan Stanley Senior Funding, Inc. and The Bank of Nova Scotia, as documentation agents, JPMorgan Chase Bank, N.A., as administrative agent, and certain other financial institutions named therein 8-K 4.1 6/2/2014 10.2 First Amendment, dated as of May 5, 2015, to the Amended and Restated Credit Agreement dated as of May 28, 2014, by and among Marathon Oil Corporation, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and certain other financial institutions named therein 10-Q 10.1 5/7/2015 10.3 Incremental Commitments Supplement, dated as of March 4, 2016, to the Amended and Restated Credit Agreement dated as of May 28, 2014, as amended by the First Amendment dated as of May 5, 2015, among Marathon Oil Corporation, as borrower, the lenders party thereto, The Royal Bank of Scotland Plc, as syndication agent, Citibank, N.A., Morgan Stanley Senior Funding, Inc. and The Bank of Nova Scotia, as documentation agents, and JPMorgan Chase Bank, N.A., as administrative agent. 8-K 99.1 3/8/2016 10.4 Second Amendment, dated as of June 22, 2017, to the Amended and Restated Credit Agreement dated as of May 28, 2014, as amended by the First Amendment dated as of May 5, 2015, and supplemented by the Incremental Commitments Supplement dated as of March 4, 2016, among Marathon Oil Corporation, as borrower, the lenders party thereto, The Royal Bank of Scotland Plc, as syndication agent, Citibank, N.A., Morgan Stanley Senior Funding, Inc. and The Bank of Nova Scotia, as documentation agents, and JPMorgan Chase Bank, N.A., as administrative agent. 8-K 99.1 6/23/2017 10.5 Incremental Commitment Supplement, dated as of July 11, 2017, to the Amended and Restated Credit Agreement dated as of May 28, 2014, as amended by the First Amendment dated as of May 5, 2015, supplemented by the Incremental Commitments Supplement dated as of March 4, 2016, and amended by the Second Amendment dated as of June 22, 2017, among Marathon Oil Corporation, as borrower, the lenders party thereto, The Royal Bank of Scotland Plc, as syndication agent, Citibank, N.A., Morgan Stanley Senior Funding, Inc. and The Bank of Nova Scotia, as documentation agents, and JPMorgan Chase Bank, N.A., as administrative agent. 10-Q 10.2 8/3/2017 10.6 Third Amendment, dated as of October 18, 2018, to the Amended and Restated Credit Agreement dated as of May 28, 2014, as amended by the First Amendment dated as of May 5, 2015 and the Second Amendment dated as of June 22, 2017 and as supplemented by the Incremental Commitments Supplement dated as of March 4, 2016 and Incremental Commitments Supplement dated as July 11, 2017, among Marathon Oil Corporation, as borrower, the lenders party thereto, Mizuho Bank, Ltd, as syndication agent, Citibank, N.A., Morgan Stanley Senior Funding, Inc. and The Bank of Nova Scotia, as documentation agents, and JPMorgan Chase Bank, N.A., as administrative agent 8-K 99.1 10/22/2018 10.8 Form of Marathon Oil Corporation 2016 Incentive Compensation Plan Restricted Stock Award Agreement for Section 16 Officers (3-year cliff vesting) 8-K/A 10.1 10/6/2016 10.9 Form of Marathon Oil Corporation 2016 Incentive Compensation Plan Restricted Stock Award Agreement for Section 16 Officers (3-year prorata vesting) 10-K 10.6 2/24/2017 10.10 Form of Marathon Oil Corporation 2016 Incentive Compensation Plan Nonqualified Stock Option Award Agreement for Section 16 Officers 10-K 10.7 2/24/2017 10.11 Form of Marathon Oil Corporation 2016 Incentive Compensation Plan Restricted Stock Unit Award Agreement for Non-Employee Directors (3-year cliff vesting) 10-K 10.8 2/24/2017 10.12 Form of Marathon Oil Corporation 2016 Incentive Compensation Plan Restricted Stock Unit Award Agreement for Non-Employee Canadian Directors (3-year cliff vesting) 10-K 10.9 2/24/2017 10.12 Form of Marathon Oil Corporation 2016 Incentive Compensation Plan Performance Unit Award Agreement for Section 16 Officers 10-K 10.12 2/22/2018 10.12 Form of Marathon Oil Corporation 2016 Incentive Compensation Plan Performance Unit Award Agreement for Officers 10-K 10.13 2/22/2018 10.16 Form of Marathon Oil Corporation 2012 Incentive Compensation Plan Non-Qualified Stock Option Award Agreement 8-K 10.1 8/1/2014 10.17 Form of Marathon Oil Corporation 2012 Incentive Compensation Plan Performance Unit Award Agreement for Section 16 Officers 10-Q 10.1 5/7/2014 10.18 Form of Marathon Oil Corporation 2012 Incentive Compensation Plan Performance Unit Award Agreement for Section 16 Officers 10-Q 10.2 5/7/2014 10.19 Form of Marathon Oil Corporation 2012 Incentive Compensation Plan Initial CEO Option Grant Agreement 10-Q 10.1 11/6/2013 10.20 Form of Marathon Oil Corporation 2012 Incentive Compensation Plan Nonqualified Stock Option Award Agreement for Section 16 Officers (3-year prorata vesting) 10-K 10.5 2/22/2013 10.21 Form of Marathon Oil Corporation 2012 Incentive Compensation Plan Nonqualified Stock Option Award Agreement for Officers (3-year prorata vesting) 10-K 10.6 2/22/2013 10.22 Form of Marathon Oil Corporation 2012 Incentive Compensation Plan Restricted Stock Award Agreement for Section 16 Officers (3-year cliff vesting) 10-K 10.7 2/22/2013 10.23 Form of Marathon Oil Corporation 2012 Incentive Compensation Plan Restricted Stock Award Agreement for Officers (3-year cliff vesting) 10-K 10.8 2/22/2013 10.24 Form of Marathon Oil Corporation 2012 Incentive Compensation Plan Restricted Stock Award Agreement for Section 16 Officers (3-year prorata vesting) 10-K 10.9 2/22/2013 10.25 Form of Marathon Oil Corporation 2012 Incentive Compensation Plan Restricted Stock Award Agreement for Officers (3-year prorata vesting) 10-K 10.10 2/22/2013 10.26 Marathon Oil Corporation 2007 Incentive Compensation Plan 10-K 10.5 2/29/2012 10.27 Form of Marathon Oil Corporation 2007 Incentive Compensation Plan Nonqualified Stock Option Award Agreement for Officers 10-K 10.6 2/29/2012 10.28 Form of Marathon Oil Corporation 2007 Incentive Compensation Plan Nonqualified Stock Option Award Agreement for Section 16 Officers 10-K 10.5 2/28/2011 10.29 Form of Marathon Oil Corporation 2007 Incentive Compensation Plan Nonqualified Stock Option Award Agreement for Section 16 Officers 10-K 10.26 2/26/2010 10.30 Marathon Oil Corporation 2003 Incentive Compensation Plan 10-K 10.9 2/26/2010 10.31 Marathon Oil Corporation Deferred Compensation Plan for Non-Employee Directors (Amended and Restated as of December 20, 2016) 10-K 10.29 2/24/2017 10.32 Marathon Oil Company Deferred Compensation Plan Amended and Restated Effective June 30, 2011 10-K 10.32 2/29/2012 10.33 Marathon Oil Company Excess Benefit Plan Amended and Restated 10-K 10.31 2/29/2012 10.34 Marathon Oil Corporation Officer Change in Control Severance Benefits Plan (as amended, effective January 1, 2018) 10-K 10.33 2/22/2018 10.35 Marathon Oil Corporation Policy for Repayment of Annual Cash Bonus Amounts 10-K 10.10 2/28/2011 10.36 Marathon Oil Corporation Executive Tax, Estate, and Financial Planning Program, Amended and Restated, Effective January 1, 2009 10-K 10.32 2/27/2009 10.37 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 21.1* List of Significant Subsidiaries 23.1* Consent of Independent Registered Public Accounting Firm 23.2* Consent of Independent Registered Public Accounting Firm 23.3* Consent of Ryder Scott Company, L.P., independent petroleum engineers and geologists 23.4* Consent of Netherland, Sewell & Associates, Inc., 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 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 32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 99.1* Summary report of audits performed by Ryder Scott Company, L.P., independent petroleum engineers and geologists for 2017 99.2* Summary report of audits performed by Ryder Scott Company, L.P., independent petroleum engineers and geologists for 2017 99.3 Summary report of audits performed by Ryder Scott Company, L.P., independent petroleum engineers and geologists for 2016 10-K 99.3 2/22/2018 99.4 Summary report of audits performed by Ryder Scott Company, L.P., independent petroleum engineers and geologists for 2016 10-K 99.4 2/22/2018 99.5 Summary report of audits performed by Ryder Scott Company, L.P., independent petroleum engineers and geologists for 2016 10-K 99.3 2/24/2017 99.6 Summary report of audits performed by Ryder Scott Company, L.P., independent petroleum engineers and geologists for 2016 10-K 99.2 2/22/2018 99.7 Summary report performed by Netherland, Sewell & Associates, Inc., independent petroleum engineers and geologists for 2016 10-K 99.7 2/22/2018 99.9* Alba Plant, LLC financial statements as of December 31, 2018