10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2010

Commission file number 1-5153

Marathon Oil Corporation

(Exact name of registrant as specified in its charter)

Delaware	25-0996816
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5555 San Felipe Road, Houston, TX 77056-2723

(Address of principal executive offices)

(713) 629-6600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, par value $1.00	New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  þ No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  ¨ No  þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.  Yes  þ No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  þ No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   þ    Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes  ¨ No  þ

The aggregate market value of Common Stock held by non-affiliates as of June 30, 2010: $22,006 million. This amount is based on the closing price of the registrant’s Common Stock on the New York Stock Exchange on that date. Shares of Common Stock held by executive officers and directors of the registrant are not included in the computation. The registrant, solely for the purpose of this required presentation, has deemed its directors and executive officers to be affiliates.

There were 710,280,842 shares of Marathon Oil Corporation Common Stock outstanding as of January 31, 2011.

Documents Incorporated By Reference:

Portions of the registrant’s proxy statement relating to its 2011 annual meeting of stockholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, are incorporated by reference to the extent set forth in Part III, Items 10-14 of this report.

MARATHON OIL CORPORATION

Unless the context otherwise indicates, references to “Marathon,” “we,” “our,” or “us” in this Annual Report on Form 10-K are references to Marathon Oil Corporation, including its wholly-owned and majority-owned subsidiaries, and its ownership interests in equity method investees (corporate entities, partnerships, limited liability companies and other ventures over which Marathon exerts significant influence by virtue of its ownership interest).

Table of Contents

			Page
PART I
	Item 1.	Business		1
	Item 1A.	Risk Factors		24
	Item 1B.	Unresolved Staff Comments		31
	Item 2.	Properties		31
	Item 3.	Legal Proceedings		31
PART II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		34
	Item 6.	Selected Financial Data		35
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		36
	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		58
	Item 8.	Financial Statements and Supplementary Data		61
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		122
	Item 9A.	Controls and Procedures		122
	Item 9B.	Other Information		122
PART III
	Item 10.	Directors, Executive Officers and Corporate Governance		122
	Item 11.	Executive Compensation		122
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		123
	Item 13.	Certain Relationships and Related Transactions, and Director Independence		124
	Item 14.	Principal Accounting Fees and Services		124
PART IV
	Item 15.	Exhibits, Financial Statement Schedules		124
		SIGNATURES		131

Disclosures Regarding Forward-Looking Statements

This Annual Report on Form 10-K, particularly Item 1. Business, Item 1A. Risk Factors, Item 3. Legal Proceedings, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 7A. Quantitative and Qualitative Disclosures about Market Risk, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements typically contain words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “plan,” “predict,” “target,” “project,” “could,” “may,” “should,” “would” or similar words, indicating that future outcomes are uncertain. In accordance with “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, these statements are accompanied by cautionary language identifying important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements.

Forward-looking statements in this Report may include, but are not limited to, levels of revenues, gross margins, income from operations, net income or earnings per share; levels of capital, exploration, environmental or maintenance expenditures; the success or timing of completion of ongoing or anticipated capital, exploration or maintenance projects; volumes of production, sales, throughput or shipments of liquid hydrocarbons, natural gas, synthetic crude oil and refined products; levels of worldwide prices of liquid hydrocarbons, natural gas and refined products; levels of reserves of liquid hydrocarbons, natural gas and synthetic crude oil; the acquisition or divestiture of assets; the effect of restructuring or reorganization of business components; the potential effect of judicial proceedings on our business and financial condition; levels of common share repurchases; and the anticipated effects of actions of third parties such as competitors, or federal, foreign, state or local regulatory authorities.

PART I

Item 1. Business

Plan to Create Independent Downstream Company

On January 13, 2011, the Board of Directors of Marathon Oil Corporation (“Marathon”) announced that it has approved moving forward with plans to spin off our downstream (Refining, Marketing and Transportation) business, creating two independent energy companies: Marathon Petroleum Corporation (“MPC”) and Marathon Oil Corporation (“MRO”). To effect the spin-off, we intend to distribute one common share of MPC for every two common shares of Marathon held at a record date to be determined. The transaction is expected to be effective June 30, 2011, with distribution of MPC shares shortly thereafter. A tax ruling request was submitted to the U.S. Internal Revenue Service (“IRS”) regarding the tax-free nature of the spin-off and we anticipate a response during the second quarter of 2011.

The above discussion of the plans to create an independent downstream company includes forward looking statements. Factors which could affect the plans include board approval, receipt of a favorable private letter ruling from the IRS and a registration statement declared effective by the Securities and Exchange Commission (“SEC”).

General

Marathon Oil Corporation was originally organized in 2001 as USX HoldCo, Inc., a wholly-owned subsidiary of the former USX Corporation. As a result of a reorganization completed in July 2001, USX HoldCo, Inc. (1) became the parent entity of the consolidated enterprise (the former USX Corporation was merged into a subsidiary of USX HoldCo, Inc.) and (2) changed its name to USX Corporation. In connection with the transaction described in the next paragraph (the “USX Separation”), USX Corporation changed its name to Marathon Oil Corporation.

Before December 31, 2001, Marathon had two outstanding classes of common stock: USX-Marathon Group common stock, which was intended to reflect the performance of our energy business, and USX-U.S. Steel Group common stock (“Steel Stock”), which was intended to reflect the performance of our steel business. On December 31, 2001, we disposed of our steel business through a tax-free distribution of the common stock of our wholly-owned subsidiary United States Steel Corporation (“United States Steel”) to holders of Steel Stock in exchange for all outstanding shares of Steel Stock on a one-for-one basis.

In connection with the USX Separation, our certificate of incorporation was amended on December 31, 2001, and Marathon has had only one class of common stock authorized since that date.

Segment and Geographic Information

Our operations consist of four reportable operating segments: 1) Exploration and Production (“E&P”) – explores for, produces and markets liquid hydrocarbons and natural gas on a worldwide basis; 2) Oil Sands Mining (“OSM”) – mines, extracts and transports bitumen from oil sands deposits in Alberta, Canada, and upgrades the bitumen to produce and

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market synthetic crude oil; 3) Integrated Gas (“IG”) – markets and transports products manufactured from natural gas, such as liquefied natural gas (“LNG”) and methanol, on a worldwide basis; and 4) Refining, Marketing and Transportation (“RM&T”) – refines, transports and markets crude oil and petroleum products, primarily in the Midwest, Gulf Coast and southeastern regions of the United States. For operating segment and geographic financial information, see Note 8 to the consolidated financial statements.

The E&P, OSM and IG segments comprise our upstream operations. The RM&T segment comprises our downstream operations.

Exploration and Production

In the discussion that follows regarding our exploration and production operations, references to “net” wells, sales or investment indicate our ownership interest or share, as the context requires.

At the end of 2010, we were conducting oil and gas exploration, development or production activities in ten countries: the United States, Angola, Canada, Equatorial Guinea, Indonesia, Libya, Norway, Poland, the Iraqi Kurdistan Region, and the United Kingdom.

Our 2010 worldwide net liquid hydrocarbon sales averaged 245 thousand barrels per day (“mbpd”). Our 2010 worldwide net natural gas sales, including natural gas acquired for injection and subsequent resale, averaged 878 million cubic feet per day (“mmcfd”). In total, our 2010 worldwide net sales averaged 391 thousand barrels of oil equivalent per day (“mboepd”). For purposes of determining barrels of oil equivalent (“boe”), natural gas volumes are converted to approximate liquid hydrocarbon barrels by dividing the natural gas volumes expressed in thousands of cubic feet (“mcf”) by six. The liquid hydrocarbon volume is added to the barrel equivalent of natural gas volume to obtain boe.

In the United States during 2010, we drilled 77 gross (36 net) exploratory wells of which 73 gross (32 net) wells encountered commercial quantities of hydrocarbons. Of these 73 wells, 35 were temporarily suspended or in the process of being completed at year end. Internationally, we drilled 10 gross (2 net) exploratory wells of which 7 gross (1 net) wells encountered commercial quantities of hydrocarbons. All 7 wells were temporarily suspended or were in the process of being completed at December 31, 2010.

North America

United States – Our U.S. operations accounted for 29 percent of our 2010 worldwide net liquid hydrocarbon sales volumes and 41 percent of our worldwide net natural gas sales volumes.

Offshore – The Gulf of Mexico continues to be a core area, with over 20 prospects. At year end 2010, we held material interests in seven producing fields, four of which are company operated. An eighth field is under development and anticipated to come on-line in 2011.

Gulf of Mexico Drilling Moratorium – On April 22, 2010, the Deepwater Horizon, a rig that was engaged in drilling operations in the deepwater Gulf of Mexico, sank after an explosion and fire. The incident resulted in a significant oil spill in the Gulf of Mexico. Marathon had no involvement in the incident.

As a result of the Deepwater Horizon incident, the U.S. Department of the Interior issued a drilling moratorium on May 30, 2010, to suspend the drilling of deepwater wells, and prohibit drilling any new deepwater wells (defined as greater than 500 foot water depth). Shortly after the moratorium was issued, we temporarily suspended drilling an exploratory well on the Innsbruck prospect, located on Mississippi Canyon Block 993. Although the drilling moratorium was lifted on October 12, 2010, it is not known when plans and permits will be approved for future deepwater drilling activity. We sent a Revised Development Operations Coordination Document for the Ozona completion and a Revised Exploration Plan for the Innsbruck well to the Bureau of Ocean Energy Management Regulation and Enforcement (“BOEMRE”). We continue to update our revised Oil Spill Response Plan as new and updated requirements come from the BOEMRE. We filed our first deepwater Exploration Plan since the Deepwater Horizon incident to the BOEMRE on October 15, 2010. We are continuing to engage the BOEMRE to provide them with all the requested information. The BOEMRE has not yet deemed our plan submitted. The effects of new or additional laws or regulations that may be adopted in response to this incident are not fully known at this time and may impact future project execution.

We operate the Ewing Bank 873 platform which is located 130 miles south of New Orleans, Louisiana. The platform started operations in 1994 and serves as a production hub for the Ewing Bank 873 (Lobster), Ewing Bank 917 (Oyster) and Ewing Bank 963 (Arnold) fields. The facility also processes third-party production via subsea tie-backs.

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We own a 50 percent interest in the outside-operated Petronius field on Viosca Knoll Blocks 786 and 830. The Petronius platform is capable of providing processing and transportation services to nearby third-party fields.

The Neptune development commenced production of liquid hydrocarbons and natural gas in July 2008. We hold a 30 percent working interest in this outside-operated development located on Atwater Valley 575, 120 miles off the coast of Louisiana. The completed Phase I development included six subsea wells tied back to a stand-alone platform. Phase II development activities have begun and the first well in this program was successfully drilled and completed in late 2009.

Our Droshky development in the Gulf of Mexico on Green Canyon Block 244 began production in mid-July of 2010 and reached peak net production of 45,000 boepd in the third quarter of 2010. Production declines have been steeper than anticipated due to reservoir compartmentalization and lack of aquifer support. This subsea project consists of four development wells tied back to a third-party platform. Three of the four wells are currently producing. We plan to re-enter the fourth well in the first quarter of 2011. We hold a 100 percent operated working interest and an 81 percent net revenue interest in Droshky.

Development of our operated Ozona prospect, located on Garden Banks Block 515, has also continued. We are in the process of securing a rig to complete the previously drilled appraisal well and tie back to the nearby third-party Auger platform. First production of liquid hydrocarbon is expected in 2011. We hold a 68 percent working interest in Ozona.

In 2008, we drilled a successful oil appraisal well on the Stones prospect located on Walker Ridge Block 508. We hold a 25 percent interest in the outside-operated Stones prospect. In the third quarter of 2008, we announced deepwater oil discovery on the Gunflint prospect located on Mississippi Canyon Block 948. We own a 13 percent interest in this outside-operated prospect. In the first quarter of 2009, we participated in a deepwater oil discovery on the Shenandoah prospect located on Walker Ridge Block 52. We own a 10 percent interest in the outside-operated prospect.

In December 2009, we began drilling an exploratory well on the Flying Dutchman prospect, located on Green Canyon Block 511 in the Gulf of Mexico. We have 63 percent ownership and are the operator of this liquid hydrocarbon prospect. The Flying Dutchman reached its targeted total depth in early May 2010. The well encountered hydrocarbon-bearing sands that require further technical evaluation. The results of the Flying Dutchman well will continue to be evaluated to determine overall commerciality.

In addition to the prospects listed above, we held interests in 103 blocks in the Gulf of Mexico at the end of 2010, including 97 in the deepwater area. Our plans call for exploration drilling on some of these leases in 2011 and 2012, presuming a favorable regulatory environment that will allow deep-water drilling to resume.

Onshore – We hold 391,000 net acres in the Bakken shale oil play in the Williston Basin of North Dakota with a working interest of approximately 80 percent. Approximately 275 company-operated locations will be drilled over the next 4 years. We are evaluating other potential horizons above and below the Middle Bakken. We currently have six operated drilling rigs running in our Bakken shale program, and will add a rig solely dedicated to completion operations in the first quarter of 2011.

In the Anadarko Woodford shale horizon, a liquids-rich play in Oklahoma, we continue to expand our acreage position and now hold approximately 88,000 net acres within the play. We have existing production operations in this geographical area which will facilitate early drilling, with initial wells currently in progress. We plan to increase from three to eight company operated rigs in 2011. We also have domestic natural gas operations in Oklahoma, East Texas, and North Louisiana with combined net gas sales of 103 mmcfd in 2010.

In December 2010, we entered into an agreement with an operator in the Eagle Ford shale, a liquids-rich play in Texas. We initially paid $10 million and will drill and complete four wells to earn approximately 17,000 net acres. We also have an option that expires October 31, 2011 to purchase the operator’s remaining 58,000 net acres at a total cost of approximately $209 million, including the initial payment, carried well interest and lease extensions. In the event that we do not exercise the purchase option, the operator has the option to put the remaining 58,000 acres to us at a total cost, including the initial payment, carried well interest and lease extensions, of approximately $92 million.

We hold leases with natural gas production in the Piceance Basin of Colorado, located in Garfield County in the Greater Grand Valley field complex. We acquired approximately 177,000 net acres within the Niobrara play in the DJ Basin of northern Colorado and southeast Wyoming. We expect to commence drilling in 2011 and will leverage our Bakken operating experience. Net liquid hydrocarbon and natural gas sales from our existing Wyoming fields averaged 24 mbpd and 106 mmcfd in 2010. We plan to drill approximately 20 company operated wells in 2011 in the Big Horn, Wind River and Powder River Basins.

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We hold acreage in two additional emerging shale resource plays in the U.S. In the Appalachian Basin we hold 80,000 net acres in the Marcellus shale natural gas play in Pennsylvania and West Virginia. In February 2011, we entered into a joint venture with a company on a large portion of our Marcellus shale acreage position. Under the agreement terms, the company will to earn 50 percent of approximately 60,000 acres under a drilling carry. The company also has an option to acquire our remaining acreage while we retain the rights to continue to market the acreage to others. We drilled three wells in 2010 and five in 2009. In Louisiana and east Texas, we hold 20,000 net acres in the Haynesville shale natural gas play, where we drilled two wells in 2010 and one in 2009.

We produce natural gas in the Cook Inlet and adjacent Kenai Peninsula of Alaska. We have operated and outside-operated interests in ten fields and hold a 51 to 100 percent working interest in each. Typically, our natural gas sales from Alaska are seasonal in nature, trending down during the second and third quarters of each year and increasing during the fourth and first quarters. To manage supplies to meet contractual demand we produce and store natural gas in a partially depleted reservoir in the Kenai natural gas field. In 2010, we drilled three operated wells in Alaska and plan to drill one to three company-operated wells per year during 2011 and 2012.

Canada – We hold interests in both operated and outside-operated exploration stage in-situ oil sand leases as a result of the acquisition of Western in 2007. The three potential in-situ developments are Namur, in which we hold a 60 percent operated interest, Birchwood, in which we hold a 100 percent operated interest, and Ells River, in which we hold a 20 percent outside-operated interest. Initial test drilling on the Birchwood prospect confirmed bitumen presence and an additional 70 test wells are planned in 2011 to assess reservoir quality. Sanction of the initial phase of the Birchwood development is anticipated in 2014, with resulting first production expected in 2016.

Africa

Equatorial Guinea – We own a 63 percent operated working interest in the Alba field which is offshore Equatorial Guinea. During 2010, Equatorial Guinea net liquid hydrocarbon sales were 15 percent of our worldwide net liquid hydrocarbon sales volumes, and net natural gas sales were 46 percent of our worldwide net natural gas sales.

We also own a 52 percent interest in Alba Plant LLC, an equity method investee that operates an onshore liquefied petroleum gas (“LPG”) processing plant. Alba field natural gas is processed by the LPG plant under a long-term contract at a fixed price for the British thermal units used in the operations of the LPG plant and for the hydrocarbons extracted from the natural gas stream in the form of secondary condensate and LPG. During 2010, a gross 753 mmcfd of natural gas was supplied to the LPG production facility and the resulting net liquid hydrocarbon sales volumes in 2010 included 3 mbpd of secondary condensate and 11 mbpd of LPG produced by Alba Plant LLC.

As part of our Integrated Gas segment, we own 45 percent of Atlantic Methanol Production Company LLC (“AMPCO”) and 60 percent of Equatorial Guinea LNG Holdings Limited (“EGHoldings”), both of which are accounted for as equity method investments. AMPCO operates a methanol plant and EGHoldings operates an LNG production facility, both located on Bioko Island. Dry natural gas from the Alba field, which remains after the condensate and LPG are removed, is supplied to both of these facilities under long-term contracts at fixed prices. Because of the location of and limited local demand for natural gas in Equatorial Guinea, we consider the prices under the contracts with Alba Plant LLC, AMPCO and EGHoldings to be comparable to the price that could be realized from transactions with unrelated parties in this market under the same or similar circumstances. Our share of the income ultimately generated by the subsequent export of secondary condensate and LPG produced by Alba Plant LLC is reflected in our E&P segment. Our share of the income ultimately generated by the subsequent export of methanol produced by AMPCO and LNG produced by EGHoldings is reflected in our Integrated Gas segment as discussed below. During 2010, a gross 108 mmcfd of dry natural gas was supplied to the methanol plant and a gross 623 mmcfd of dry gas was supplied to the LNG production facility. Any remaining dry gas is returned offshore and reinjected into the Alba field for later production.

We hold a 63 percent operated interest in the Deep Luba discovery on the Alba Block and we are the operator with a 90 percent interest in the Corona well on Block D. These wells are part of our long-term LNG strategy. We expect these discoveries to be developed when the natural gas supply from the nearby Alba field starts to decline.

Angola – Offshore Angola, we hold 10 percent interests in Block 31 and Block 32, both of which are outside-operated. The discoveries on Blocks 31 and 32 represent four potential development hubs. The Plutao, Saturno, Venus and Marte discoveries and one successful appraisal well form a planned development area in the northeastern portion of Block 31. In 2008, we received approval to proceed with this first deepwater development project, called the PSVM development. The PSVM development will utilize a floating, production, storage and offloading (“FPSO”) vessel. A total of 48 production and injection wells are planned with development drilling currently underway. First production is anticipated in 2012. Other discoveries on Block 31 comprise potential development areas in the southeast and middle portions of the block. A development area in the south eastern portion of Block 32 is currently being evaluated with the potential to include 6 fields for an anticipated first oil production in 2016.

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Libya – We hold a 16 percent interest in the Waha concessions, which encompass almost 13 million acres located in the Sirte Basin. Our exploration program in 2010 included the drilling of 10 wells, including 2 carry over wells from 2009: seven of these wells were discoveries, two were dry and abandoned, and one was drilling as of yearend. We drilled 28 development wells in Libya in 2010. Phase II of the Faregh project began commissioning during the third quarter of 2010, with production coming on line in November.

Europe

Norway – Norway continues to be a core area, which complements our long-standing operations in the U.K. sector of the North Sea discussed below. We were approved for our first operatorship on the offshore Norwegian continental shelf in 2002, where today we operate ten licenses and hold interests in over 240,000 net acres.

The operated Alvheim complex located on the Norwegian continental shelf commenced production in June 2008. The complex consists of a Floating Production, Storage and Offloading (“FPSO”) vessel with subsea infrastructure. Improved reliability, combined with optimization work, increased the throughput of the FPSO to 142 mbpd, up from the original design of 120 mbpd. Produced oil is transported by shuttle tanker and produced natural gas is transported to the existing U.K. Scottish Area Gas Evacuation (“SAGE”) system using a 14-inch diameter, 24-mile cross border pipeline. First production to the complex was from the Alvheim development which is comprised of the Kameleon, East Kameleon and Kneler fields, in which we have a 65 percent working interest, and the Boa field, in which we have a 58 percent working interest. At the end of 2010, the Alvheim development included 11 producing wells and 2 water disposal wells. A Phase 2 drilling program commenced in 2010, with 1 well on production since December 2010 and a further two production wells to be drilled in 2011. A Phase 2b drilling program consisting of 2 production wells is planned for 2011 and 2012.

The nearby outside-operated Vilje field, in which we own a 47 percent working interest, began producing through the Alvheim complex in August 2008.

In June 2009, we completed the drilling program for the Volund field as a subsea tieback to the Alvheim complex. The Volund development, in which we own a 65 percent operated interest, is located approximately five miles south of the Alvheim area and consists of three production wells and one water injection well. First production from Volund was announced in September 2009. In the second quarter of 2010, we commenced production at the Volund field which allows us to maintain full capacity on the Alvheim FPSO. Net sales from Alvheim, Vilje, and Volund for 2010 averaged 50 mbpd of liquid hydrocarbons and 30 mmcfd of natural gas.

Also offshore Norway, we and our partners announced the Marihone and Viper discoveries, both located within tie-back distance of the Alvheim FPSO. The Marihone oil discovery is located in license PL340 about 12 miles south of the Volund and Alvheim fields. We hold a 65 percent operated working interest in Marihone. The Viper oil discovery is located immediately next to Volund field in PL203, about 12 miles south of the Alvheim FPSO. We are the operator and hold a 65 percent interest in Viper. Conceptual development studies for both discoveries have begun. First production for both discoveries is anticipated in 2014.

In December 2010 a sales agreement was entered into for all of our interests in production licenses PL 025, PL 048E and PL 187. The transaction includes our outside-operated 20 percent interest in PL 025 (Gudrun field development) and PL 187 (Brynhild discovery), and 12.5 percent interest in PL 048E (Eirin discovery).

United Kingdom – Our largest asset in the U.K. sector of the North Sea is the Brae area complex where we are the operator and have a 42 percent working interest in the South, Central, North and West Brae fields and a 38 percent working interest in the East Brae field. The Brae A platform and facilities host the underlying South Brae field and the adjacent Central and West Brae fields. A two well development program commenced in 2010 for West Brae with one well on production in January 2011, and the second expected to produce by the end of March 2011. The North Brae field, which is produced via the Brae B platform, and the East Brae field, which is produced via the East Brae platform, are natural gas condensate fields. The East Brae platform hosts the nearby Braemar field in which we have a 28 percent working interest.

The strategic location of the Brae platforms along with pipeline and onshore infrastructure has generated third-party processing and transportation business since 1986. Currently, the operators of 30 third-party fields have contracted to use the Brae system. Most recently, in 2010, we agreed to commence construction and installation of a new module to accommodate the tie back of the third-party operated Devenick field. In addition to generating processing and pipeline tariff revenue, this third-party business also has a favorable impact on Brae area operations by optimizing infrastructure usage and extending the economic life of the complex.

The Brae group owns a 50 percent interest in the outside-operated SAGE system. The SAGE pipeline transports natural gas from the Brae area, and the third-party Beryl area, and has a total wet natural gas capacity of 1.1 billion

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cubic feet (“bcf”) per day. The SAGE terminal at St. Fergus in northeast Scotland processes natural gas from the SAGE pipeline as well as approximately 1 bcf per day of third-party natural gas.

In the U.K. Atlantic Margin west of the Shetland Islands, we own an average 30 percent working interest in the outside-operated Foinaven area complex, consisting of a 28 percent working interest in the main Foinaven field, 47 percent working interest in East Foinaven and 20 percent working interest in the T35 and T25 fields. The FPSO is being upgraded which is expected to extend the life of this asset through 2021.

Poland – In 2010, we added 10 licenses with shale gas potential in Poland, increasing our total acreage position to approximately 2.3 million net acres in 11 licenses. We have a 100 percent interest and operate all 11 blocks. In 2011 we plan to acquire 2D seismic over all concessions by the end of the third quarter and plan to initiate drilling in the fourth quarter. We have recently been successful in farming-out a portion of our interest in this play. Under the agreement, our partner will earn a 40 percent working interest in 10 licenses, as well as pay a promote on certain future seismic and well costs. This transaction is subject to the approval of the Polish Ministry of the Environment. We will remain operator of the 10 licenses included in the agreement.

Other International

Indonesia – We are the operator and hold a 70 percent interest in the Pasangkayu Block located both onshore & offshore Sulawesi in the Makassar Strait, Indonesia. The Pasangkayu Block covers an area of approximately 872,000 acres and is located directly east of the Kutei Basin production region. The production sharing contract with the Indonesian government was signed in 2006 and we completed 3D seismic acquisition in May 2008.

In November 2010, the Bravo-1 well in the northeastern portion of the Pasangkayu block was drilled in a water depth of approximately 3,200 feet and reached a total depth of 9,000 feet. No hydrocarbon accumulations were present.

The Romeo prospect, located on the north-central portion of the Pasangkayu block in a water depth of 6,200 feet, is being drilled and is expected to be completed during the first half of 2011.

In 2009, we were awarded a 49 percent interest and operatorship in the Kumawa Block, an Indonesia offshore exploration block, located offshore West Papua. An increase in ownership to 55 percent received Indonesian government approval in late 2010. The Kumawa Block encompasses 1.24 million acres. A seismic survey was acquired in 2010 and we expect to drill one exploration well in 2012.

In October 2008, we were granted a 49 percent interest and operatorship in the Bone Bay Block offshore Sulawesi. An increase in ownership to 55 percent received Indonesian government approval in late 2010. The Bone Bay Block covers an area of 1.23 million acres and is 200 miles southeast of our Pasangkayu Block. A 2D seismic survey was acquired in 2009 and we expect to drill one exploration well in early 2012.

We continue to pursue joint study agreements in Indonesia, which provide a right of first refusal in future bid rounds. We completed one joint study agreement in 2010 and continue to evaluate regional potential for other opportunities.

Iraqi Kurdistan Region – In October 2010, we acquired a position in four exploration blocks in the Kurdistan Region of Iraq. We have signed production sharing agreements for operatorship and an 80 percent ownership in two open blocks northeast of Erbil; Harir and Safen. The Kurdistan Regional Government (“KRG”) will hold a 20 percent carried interest. We were assigned working interests in two additional blocks located north-northwest of Erbil; Atrush, in which we have a 16 percent ownership (KRG holds a 4 percent carried interest), and Sarsang, in which we have a 20 ownership (KRG holds a 4 percent carried interest). These contracts provide us with access to approximately 368,000 net acres. We have committed to a seismic program and to drilling one well on each of the two open blocks during the initial three-year exploration period. The Atrush and Sarsang blocks each have one well currently drilling.

Divestitures

Angola – In February 2010, we closed the sale of an undivided 20 percent interest in the outside-operated production sharing contract and joint operating agreement on Block 32 offshore Angola effective January 1, 2009. We retained a 10 percent interest in Block 32.

The above discussion of the E&P segment includes forward-looking statements with respect to anticipated future exploratory and development drilling, the timing of production from the Ozona development in the Gulf of Mexico, the PSVM development on Block 31 offshore Angola and Block 32 and other possible developments. Some factors which could possible affect these forward-looking statements include pricing, supply and demand for petroleum products, the amount of capital available for exploration and development, regulatory constraints, drilling rig availability, unforeseen hazards such as weather conditions, natural disasters, acts of war or terrorist acts and the governmental or military response, and

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other geological, operating and economic considerations. The foregoing forward-looking statements may be further affected by the inability to obtain or delay in obtaining necessary government and third-party approvals and permits. The offshore developments could further be affected by presently known data concerning size and character of reservoirs, economic recoverability, future drilling success and production experience. The foregoing factors (among others) could cause actual results to differ materially from those set forth in the forward-looking statements.

Productive and Drilling Wells

For our E&P segment, the following tables set forth gross and net productive wells and service wells as of December 31, 2010, 2009 and 2008 and drilling wells as of December 31, 2010.

	Productive Wells (a)
	Oil				Natural Gas				Service Wells				Drilling Wells
	Gross		Net		Gross		Net		Gross		Net		Gross		Net
2010
United States		4,818		1,860		3,145		1,905		2,466		746		26		16
Equatorial Guinea		-		-		13		9		5		3		-		-
Other Africa		1,022		168		3		-		94		16		11		-
Total Africa		1,022		168		16		9		99		19		11		-
Total Europe		67		28		40		16		29		11		1		-
Total Other International		-		-		-		-		-		-		3		1
Worldwide		5,907		2,056		3,201		1,930		2,594		776		41		17
2009
United States		4,806		1,788		5,158		3,569		2,447		734
Equatorial Guinea		-		-		13		9		5		3
Other Africa		976		160		-		-		91		15
Total Africa		976		160		13		9		96		18
Total Europe		67		27		44		18		27		10
Worldwide		5,849		1,975		5,215		3,596		2,570		762
2008
United States		5,856		2,140		5,411		3,846		2,703		822
Equatorial Guinea		-		-		13		9		5		3
Other Africa		968		162		-		-		92		15
Total Africa		968		162		13		9		97		18
Total Europe		64		26		67		40		26		10
Worldwide		6,888		2,328		5,491		3,895		2,826		850

^(a) Of the gross productive wells, wells with multiple completions operated by us totaled 164, 170 and 276 as of December 31, 2010, 2009 and 2008. Information on wells with multiple completions operated by others is unavailable to us.

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Drilling Activity

The following table sets forth, by geographic area, the number of net productive and dry development and exploratory wells completed in each of the last three years.

	Development								Exploratory								Total
	Oil		Natural Gas		Dry		Total		Oil		Natural Gas		Dry		Total
2010
United States		61		20		1		82		29		2		3		34		116
Total Africa		5		-		-		5		1		-		-		1		6
Total Europe		2		-		-		2		-		-		-		-		2
Total Other International		-		-		-		-		1		-		1		2		2
Worldwide		68		20		1		89		31		2		4		37		126
2009
United States		11		54		2		67		37		9		2		48		115
Total Africa		5		1		-		6		1		-		-		1		7
Total Europe		1		-		-		1		1		-		-		1		2
Worldwide		17		55		2		74		39		9		2		50		124
2008
United States		38		161		-		199		33		8		6		47		246
Total Africa		6		-		-		6		1		-		-		1		7
Total Europe		2		1		-		3		-		2		1		3		6
Worldwide		46		162		-		208		34		10		7		51		259

Acreage

The following table sets forth, by geographic area, the gross and net developed and undeveloped exploration and production acreage held in our E&P segment as of December 31, 2010.

	Developed				Undeveloped				Developed and Undeveloped
(In thousands)	Gross		Net		Gross		Net		Gross		Net
United States		1,500		1,100		1,265		1,046		2,765		2,146
Canada		-		-		143		55		143		55
Total North America		1,500		1,100		1,408		1,101		2,908		2,201
Equatorial Guinea		45		29		173		122		218		151
Other Africa		12,909		2,108		2,580		258		15,489		2,366
Total Africa		12,954		2,137		2,753		380		15,707		2,517
Total Europe		131		68		3,044		2,536		3,175		2,604
Other International		-		-		3,985		2,334		3,985		2,334
Worldwide		14,585		3,305		11,190		6,351		25,775		9,656

Of the 6.3 million net undeveloped acres held at December 31, 2010, 3 percent, 13 percent and 4 percent of those acres are under agreements scheduled to expire in the years 2011, 2012, and 2013.

Oil Sands Mining

We hold a 20 percent outside-operated interest in the Athabasca Oil Sands Project (“AOSP”), an oil sands mining joint venture located in Alberta, Canada. The joint venture produces bitumen from oil sands deposits in the Athabasca region utilizing mining techniques and upgrades the bitumen to synthetic crude oils. The AOSP’s mining and extractions assets are located near Fort McMurray, Alberta and include the Muskeg River mine which began bitumen production in 2003 and the Jackpine mine which commenced phased start-up in the third quarter of 2010. As of December 31, 2010, we have rights to participate in developed and undeveloped leases totaling approximately 215,000 gross (45,000 net) acres. The underlying developed leases are held for the duration of the project, with royalties payable to the province of Alberta. The upgrading assets are located at Fort Saskatchewan, northeast of Edmonton, Alberta.

The first fully integrated expansion of the existing AOSP facilities was approved in 2006. Expansion 1 includes construction of mining and extraction facilities at the Jackpine mine, new treatment facilities at the existing Muskeg River mine, addition of a new processing train at the Scotford upgrader and development of related infrastructure. A

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phased start-up of the Jackpine mine operations began in the third quarter of 2010. At full capacity, the Jackpine mine will add 100,000 gross bpd to our previously existing capacity. The expanded upgrader began the commissioning and start-up phase, which will continue into early 2011. Stage 1 debottlenecking activities are scheduled to begin in 2011. Potential future expansions and additional debottlenecking opportunities remain under review.

A planned turnaround at the Muskeg River mine and the upgrader occurred from March through May 2010. Our net share of turnaround costs was $99 million. Production as the AOSP was halted in April 2010 before a staged resumption of operations in mid-May 2010.

Current AOSP operations use established processes to mine oil sands deposits from an open-pit mine, extract the bitumen and upgrade it into synthetic crude oils. Ore is mined using traditional truck and shovel mining techniques. The mined ore passes through primary crushers to reduce the ore chunks in size and is then sent to rotary breakers where the ore chunks are further reduced to smaller particles. The particles are combined with hot water to create slurry. The slurry moves through the extraction process where it separates into sand, clay and bitumen-rich froth. A solvent is added to the bitumen froth to separate out the remaining solids, water and heavy asphaltenes. The solvent washes the sand and produces clean bitumen that is required for the upgrader to run efficiently. The process yields a mixture of solvent and bitumen which is then transported from the mine to the Scotford upgrader via the approximately 300 mile Corridor Pipeline.

The bitumen is upgraded at Scotford using both hydrotreating and hydroconversion processes to remove sulfur and break the heavy bitumen molecules into lighter products. Blendstocks acquired from outside sources are utilized in the production of our saleable products. The three major products that the Scotford upgrader produces are light synthetic crude oil, heavy synthetic crude oil and vacuum gas oil. The vacuum gas oil is sold to an affiliate of the operator under a long term contract at market-related prices, and the other products are sold in the marketplace.

The above discussion of the Oil Sands Mining segment includes forward-looking statements concerning the start-up of the expanded upgrader. Factors which could affect this project include transportation logistics, availability of materials and labor, unforeseen hazards such as weather conditions and delays or other risks customarily associated with start-up projects.

9

Reserves

Estimated Reserve Quantities

The following table sets forth estimated quantities of our net proved liquid hydrocarbon, natural gas and synthetic crude oil reserves based upon an unweighted average of closing prices for the first day of each month in the 12-month periods ended December 31, 2010 and 2009. Approximately 60 percent of our proved reserves are located in Organization for Economic Cooperation and Development (“OECD”) countries.

Reserves are disclosed by continent, by country, if the proved reserves related to any geographic area, on an oil-equivalent barrel basis represent 15 percent or more of our total proved reserves. A geographic area can be an individual country, group of countries within a continent, or a continent.

	North America						Africa						Europe
December 31, 2010	United   States		Canada		Total		EG		Other		Total		Total		Grand   Total
Proved Developed Reserves
Liquid hydrocarbon (mmbbl)		124		-		124		86		180		266		89		479
Natural gas (bcf)		591		-		591		1,186		104		1,290		43		1,924
Synthetic crude oil (mmbbl)		-		433		433		-		-		-		-		433
Total proved developed reserves (mmboe)		222		433		655		284		198		482		96		1,233
Proved Undeveloped Reserves
Liquid hydrocarbon (mmbbl)		49		-		49		33		59		92		10		151
Natural gas (bcf)		154		-		154		465		1		466		73		693
Synthetic crude oil (mmbbl)		-		139		139		-		-		-		-		139
Total proved undeveloped reserves (mmboe)		75		139		214		110		59		169		22		405
Total Proved Reserves
Liquid hydrocarbon (mmbbl)		173		-		173		119		239		358		99		630
Natural gas (bcf)		745		-		745		1,651		105		1,756		116		2,617
Synthetic crude oil (mmbbl)		-		572		572		-		-		-		-		572
Total proved reserves (mmboe)		297		572		869		394		257		651		118		1,638

	North America						Africa						Europe
December 31, 2009	United   States		Canada		Total		EG		Other		Total		Total		Grand   Total
Proved Developed Reserves
Liquid hydrocarbon (mmbbl)		120		-		120		83		186		269		87		476
Natural gas (bcf)		652		-		652		1,102		107		1,209		50		1,911
Synthetic crude oil (mmbbl)		-		392		392		-		-		-		-		392
Total proved developed reserves (mmboe)		229		392		621		267		204		471		95		1,187
Proved Undeveloped Reserves
Liquid hydrocarbon (mmbbl)		50		-		50		39		42		81		15		146
Natural gas (bcf)		168		-		168		586		-		586		59		813
Synthetic crude oil (mmbbl)		-		211		211		-		-		-		-		211
Total proved undeveloped reserves (mmboe)		78		211		289		136		42		178		25		492
Total Proved Reserves
Liquid hydrocarbon (mmbbl)		170		-		170		122		228		350		102		622
Natural gas (bcf)		820		-		820		1,688		107		1,795		109		2,724
Synthetic crude oil (mmbbl)		-		603		603		-		-		-		-		603
Total proved reserves (mmboe)		307		603		910		403		246		649		120		1,679

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The following table sets forth estimated quantities of our net proved liquid hydrocarbon and natural gas reserves based upon year end prices as of December 31, 2008.

	North America						Africa						Europe
December 31, 2008	United   States		Canada(a)		Total		EG		Other		Total		Total		Disc. Ops.(b)		Grand   Total
Proved Developed Reserves
Liquid hydrocarbon (mmbbl)		137		-		137		99		193		292		81		4		514
Natural gas (bcf)		839		-		839		1,273		109		1,382		95		34		2,350
Total proved developed reserves (mmboe)		277		-		277		312		211		523		96		10		906
Total Proved Reserves
Liquid hydrocarbon (mmbbl)		178		-		178		139		211		350		104		4		636
Natural gas (bcf)		1,085		-		1,085		1,866		109		1,975		159		132		3,351
Total proved reserves (mmboe)		359		-		359		450		229		679		131		26		1,195
Developed reserves as a percent of total proved reserves		77%		-		77%		69%		92%		77%		73%		38%		76%

^(a) Before December 31, 2009, reserves related to oil sands mining were not included in the SEC’s definition of oil and gas producing activities; therefore, these reserves are not reported for 2008.

^(b) Our businesses in Ireland and Gabon were sold in 2009 and were reported as discontinued operations.

We previously reported OSM segment reserves as bitumen because oil sands mining was not considered an oil and gas producing activity by the SEC. Proved bitumen reserves reported as of December 31, 2008 were 388 mmboe.

The above estimated quantities of net proved liquid hydrocarbon and natural gas reserves are forward-looking statements and are based on a number of assumptions, including (among others) commodity prices, presently known physical data concerning size and character of the reservoirs, economic recoverability, technology developments, future drilling success, industry economic conditions, levels of cash flow from operations, production experience and other operating considerations. The above estimated quantities of synthetic crude oil reserves are forward-looking statements and are based on presently known physical data, economic recoverability and operating conditions. To the extent these assumptions prove inaccurate, actual recoveries and development costs could be different than current estimates. For additional details of the estimated quantities of proved reserves at the end of each of the last three years, see Item 8. Financial Statements and Supplementary Data— Supplementary Information on Oil and Gas Producing Activities.

Preparation of Reserve Estimates

Our estimation of economically producible volumes of liquid hydrocarbons and natural gas is a highly technical process performed primarily by in-house teams of reservoir engineers and geoscience professionals. All estimates of reserves are made in compliance with SEC Rule 4-10 of Regulation S-X. Beginning December 31, 2009, reserve estimates are based upon the unweighted average of closing prices for the first day of each month in the respective 12-month period ended December 31. In 2008, reserve estimates were based on prices at December 31.

Liquid hydrocarbon, natural gas and synthetic crude oil reserve estimates are reviewed and approved by our Corporate Reserves Group, which includes our Director of Corporate Reserves and her staff of Coordinators. Reserves estimates are developed and reviewed by Qualified Reserves Estimators (“QRE”). QRE are engineers or geoscientists with a minimum of a Bachelor of Science degree in the appropriate technical field, have a minimum of three years of industry experience with at least one year in reserve estimation and have completed Marathon’s Qualified Reserve Estimator training course. The Reserve Coordinators review all reserves estimates for all fields with proved reserves greater than 3 mmboe at a minimum of once every three years. Any change to proved reserve estimates in excess of 2.5 mmboe on a total field basis, within a single month, must be approved by Corporate Reserves Group management. All other proved reserve changes must be approved by a Reserve Coordinator.

        Our Director of Corporate Reserves, who reports to our Chief Financial Officer, has a Bachelor of Science degree in petroleum engineering and a master of business administration. Her 36 years of experience in the industry include 25 with Marathon. She is active in industry and professional groups, having served on the Society of Petroleum Engineers (“SPE”) Oil and Gas Reserves Committee (“OGRC”) since 2004, chairing in 2008 and 2009. As a member of the OGRC, she participated in the development of the Petroleum Resource Management System (“PRMS”) and served on the Technical Program Committee for a 2007 SPE Reserves Estimation Workshop: Sharing the Vision focusing on PRMS. She chaired the development of the OGRC comments on the SEC’s proposed modernization of oil and gas reporting and was a member of the American Petroleum Institute’s Ad Hoc group that provided comments on the same topic.

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        Estimates of synthetic crude oil reserves are prepared by GLJ Petroleum Consultants of Calgary, Canada, third-party consultants. A copy of their December 31, 2010 report is filed as Exhibit 99.1 to this Form 10-K. The engineer responsible for the estimates of our oil sands mining reserves has 32 years of experience in petroleum engineering and has conducted surface mineable oil sands evaluations since 1986. He is a member of SPE, having served as regional director 1998 through 2001 and is a registered Practicing Professional Engineer in the Province of Alberta.

Audits of Estimates

Third-party consultants are engaged to audit the in-house reserve estimates for fields that comprise 80 percent of our total proved reserves over a rolling four-year period. We met this goal for the four-year period ended December 31, 2010, without conducting any third party audits in 2010. We established a tolerance level of 10 percent for reserve audits such that initial estimates by the third-party consultants are accepted if they are within 10 percent of our internal estimates. Should the third-party consultants’ initial analysis fail to reach our tolerance level, both our team and the consultants re-examine the information provided, request additional data and refine their analysis if appropriate. This resolution process is continued until both estimates are within 10 percent. This process did not result in significant changes to our reserve estimates in 2009 or 2008.

Netherland, Sewell and Associates, Inc. (“NSAI”) prepared an independent estimate of December 31, 2008 reserves for the Alba field in Equatorial Guinea. This reserve estimate was used by Corporate Reserves in much the same way third-party audits are now used. The NSAI summary report is Exhibit 99.2 to this Form 10-K. The senior members of the NSAI team have over fifty years of industry experience between them, having worked for large, international oil and gas companies before joining NSAI. The team lead has a master of science in mechanical engineering and is a member of SPE. The senior technical advisor has a bachelor of science in geophysics and is a member of the Society of Exploration Geophysicists, the American Association of Petroleum Geologists and the European Association of Geoscientists and Engineers. Both are licensed in the state of Texas.

Ryder Scott Company (“Ryder Scott”) performed audits of several of our fields in 2009. Their summary report on audits performed in 2009 is Exhibit 99.3 to this Form 10-K. The team lead for Ryder Scott has over 19 years of industry experience, having worked for a major international oil and gas company before joining Ryder Scott. He has a bachelor of science in mechanical engineering, is a member of SPE and is a registered Professional Engineer in the state of Texas.

The Corporate Reserves Group may also perform separate, detailed technical reviews of reserve estimates for significant fields that were acquired recently or for properties with problematic indicators such as excessively long lives, sudden changes in performance or changes in economic or operating conditions.

Changes in Proved Undeveloped Reserves

As of December 31, 2010, 405 mmboe of proved undeveloped reserves were reported, a decrease of 87 mmboe from December 31, 2009. The following table shows of the changes in total proved undeveloped reserves for 2010:

Beginning of year	492
Revisions of previous estimates	(30	)
Extensions, discoveries, and other additions	71
Transfer to developed	(128	)
End of year	405

Significant additions to proved undeveloped reserves during 2010 include 28 mmboe for development drilling in our Libya properties and 19 mmboe additional for development drilling in the Bakken Shale play. Revisions include 26 mmboe of proved undeveloped reserves reclassified as proved developed in Equatorial Guinea because operating pressures can be reduced more than originally anticipated with the existing equipment. Transfers include the movement of 67 mmboe from proved undeveloped to proved developed due to start up for the Jackpine mine Expansion 1 in Canada and 26 mmboe related to the commencement of production at the Gulf of Mexico Droshky development in July 2010. Costs incurred in the periods ended December 31, 2010, 2009 and 2008 relating to the development of proved undeveloped reserves, were $1,463 million, $792 million and $1,189 million.

Projects can remain in proved undeveloped reserves for extended periods in certain situations such as behind-pipe zones where reserves will not be accessed until the primary producing zone depletes, large development projects which take more than five years to complete, and the timing of when additional gas compression is needed. Of the 405 mmboe of proved undeveloped reserves at year end 2010, 30 percent of the volume is associated with projects that have been included in proved reserves for more than five years. The majority of this volume is related to a compression project in

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Equatorial Guinea that was sanctioned by our Board of Directors in 2004 and is expected to be completed in 2015. The timing of the installation of compression is being deferred as a result of better than expected reservoir performance. In addition, the North Gialo project in Libya is being executed by the operator, encompassing a continuous drilling program and designing, fabricating, and installing extensive liquid handling and gas recycling facilities. In 2010, an engineering firm was awarded the bid for the front-end engineering and design activities. Long lead items are expected to be procured in 2011 and first production is expected in 2016. There are no other significant undeveloped reserves expected to be developed more than five years.

As of December 31, 2010, future development costs estimated to be required for the development of proved undeveloped liquid hydrocarbon, natural gas and synthetic crude oil reserves for the years 2011 through 2015 are projected to be $884 million, $315 million, $379 million, $433 million, and $224 million.

The timing of future projects and estimated future development costs relating to the development of proved undeveloped liquid hydrocarbon, natural gas and synthetic crude oil reserves are forward-looking statements and are based on a number of assumptions, including (among others) commodity prices, presently known physical data concerning size and character of the reservoirs, economic recoverability, technology developments, future drilling success, industry economic conditions, levels of cash flow from operations, production experience and other operating considerations. To the extent these assumptions prove inaccurate, actual recoveries and development costs could be different than current estimates.

Net Production Sold

	North America						Africa						Europe
	United   States		Canada(a)		Total		EG		Other		Total		Total		Disc. Ops(b)		Total
Year Ended December 31, 2010
Liquid hydrocarbon (mbpd)(c)		70		-		70		38		45		83		92		-		245
Natural gas (mmcfd)(d)(e)		364		-		364		405		4		409		87		-		860
Synthetic crude oil (mbpd)		-		24		24		-		-		-		-		-		24
Total production sold (mboed)		131		24		155		106		45		151		106		-		412
Year Ended December 31, 2009
Liquid hydrocarbon (mbpd)(c)		64		-		64		42		45		87		92		5		248
Natural gas (mmcfd)(d)(e)		373		-		373		426		4		430		116		17		936
Total production sold (mboed)		126		-		126		113		46		159		111		7		403
Year Ended December 31, 2008
Liquid hydrocarbon (mbpd)(c)		63		-		63		40		47		87		55		6		211
Natural gas (mmcfd)(d)(e)		448		-		448		366		4		370		129		37		984
Total production sold (mboed)		138		-		138		101		48		149		77		12		376

^(a) Before December 31, 2009, reserves related to oil sands mining were not included in the SEC’s definition of oil and gas producing activities; therefore, synthetic crude oil production of 27 mbpd is not reported for 2009.

^(b) Our businesses in Ireland and Gabon were sold in 2009 and were reported as discontinued operations.

^(c) Includes crude oil, condensate and natural gas liquids. The amounts correspond with the basis for fiscal settlements with governments, representing equity tanker liftings and direct deliveries of liquid hydrocarbons.

^(d) U.S. natural gas volumes exclude volumes produced in Alaska that are stored for later sale in response to seasonal demand, although our reserves have been reduced by those volumes.

^(e) Excludes volumes acquired from third parties for injection and subsequent resale.

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Average Sales Price per Unit

	North America						Africa						Europe
(Dollars per unit)	United   States		Canada(a)		Total		EG		Other		Total		Total		Disc. Ops(b)		Total
Year Ended December 31, 2010
Liquid hydrocarbon (bbl)	$	72.30		-	$	72.30	$	50.57	$	89.15	$	71.71	$	81.95	$	-	$	75.73
Natural gas (mcf)		4.71		-		4.71		0.24		0.70		0.25		7.04		-		2.82
Synthetic crude oil (bbl)		-		71.06		71.06		-		-		-		-		-		71.06
Year Ended December 31, 2009
Liquid hydrocarbon (bbl)		54.67		-		54.67		38.06		68.41		53.91		64.46		56.47		58.06
Natural gas (mcf)		4.14		-		4.14		0.24		0.70		0.25		4.84		8.54		2.52
Year Ended December 31, 2008
Liquid hydrocarbon (bbl)		86.68		-		86.68		66.34		110.49		89.85		90.60		96.41		89.29
Natural gas (mcf)		7.01		-		7.01		0.24		0.70		0.25		7.80		9.62		4.67

^(a) Before December 31, 2009, oil sands mining was not included in the SEC’s definition of oil and gas producing activities; therefore, synthetic crude oil prices are not reported for 2009 or 2008.

^(b) Our businesses in Ireland and Gabon were sold in 2009 and were reported as discontinued operations.

Average Production Cost per Unit^(a)

	North America						Africa						Europe
(Dollars per boe)	United   States		Canada(b)		Total		EG		Other		Total		Total		Disc. Ops(c)		Grand   Total
Years ended December 31:
2010	$	14.16	$	65.15	$	22.36	$	2.81	$	4.18	$	3.23	$	7.49	$	-	$	11.54
2009		14.03		-		14.03		2.63		3.64		2.93		6.99		19.14		7.80
2008		12.82		-		12.82		2.57		2.39		2.51		11.72		15.24		8.61

(a) Production, severance and property taxes are excluded from the production costs used in calculation of this metric.

(b) Before December 31, 2009, oil sands mining was not included in the SEC’s definition of oil and gas producing activities; therefore, production costs are not reported for 2009 or 2008. Production costs in 2010 include costs associated with a major turnaround.

(c) Our businesses in Ireland and Gabon were sold in 2009 and were reported as discontinued operations.

Integrated Gas

Our integrated gas operations include natural gas liquefaction and regasification operations and methanol production operations. Also included in the financial results of the Integrated Gas segment are the costs associated with ongoing development of projects to link stranded natural gas resources with key demand areas.

We hold a 60 percent interest in EGHoldings, which is accounted for under the equity method of accounting. EGHoldings has a 3.7 million metric tonnes per annum (“mmtpa”) LNG production facility on Bioko Island in Equatorial Guinea. LNG from the production facility is sold under a 3.4 mmtpa, or 460 mmcfd, sales and purchase agreement with a 17-year term ending in 2024. The purchaser under the agreement takes delivery of the LNG on Bioko Island, with pricing linked principally to the Henry Hub index, regardless of destination. This production facility allows us to monetize our natural gas reserves from the Alba field, as natural gas for the facility is purchased from the Alba field participants under a long-term natural gas supply agreement. Gross sales of LNG from this production facility totaled 3.7 million metric tonnes in 2010. In 2010, we continued discussions with the government of Equatorial Guinea and our partners regarding a potential second LNG production facility on Bioko Island.

We own a 30 percent outside-operated interest in a natural gas liquefaction plant in Kenai Alaska. This facility began first production in 1969 and we currently lease one 87,500 cubic meter tankers to transport LNG to customers in Japan. In February 2011 we, along with the plant operator, announced that exports would cease in spring of 2011.

We own a 45 percent interest in AMPCO, which is accounted for under the equity method of accounting. AMPCO owns a methanol plant located in Malabo, Equatorial Guinea. Feedstock for the plant is supplied from our natural gas production from the Alba field. Gross sales of methanol from the plant totaled 850,605 metric tonnes in 2010. Production from the plant is used to supply customers in Europe and the U.S.

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The above discussion of the Integrated Gas segment contains forward-looking statements with respect to the possible expansion of the LNG production facility in Equatorial Guinea. Factors that could potentially affect the possible expansion of the LNG production facility include partner and government approvals, access to sufficient natural gas volumes through exploration or commercial negotiations with other resource owners and access to sufficient regasification capacity. The foregoing factors (among others) could cause actual results to differ materially from those set forth in the forward-looking statements.

Refining, Marketing and Transportation

We have refining, marketing and transportation operations concentrated primarily in the Midwest, Gulf Coast and Southeast regions of the U.S. We rank as the fifth largest crude oil refiner in the U.S. and the largest in the Midwest. Our operations include a six-plant refining network and an integrated terminal and transportation system which supplies wholesale and Marathon-brand customers as well as our own retail operations. Our wholly-owned retail marketing subsidiary Speedway LLC (“Speedway”) is one of the largest company-owned and -operated retail gasoline and convenience stores in the U.S.

In December 2010, we sold our St. Paul Park, Minnesota, refinery (including associated terminal, tankage and pipeline investments and 166 SuperAmerica retail outlets (collectively, “Minnesota Assets”). Operations for the Minnesota Assets are included in all of the annual statistics reported.

Refining

We currently own and operate six refineries with an aggregate refining capacity of 1,142 thousand barrels per day (“mbpd”) of crude oil as detailed in the table below.

Crude Oil Refining Capacity
(mbpd)
Garyville, Louisiana	464
Catlettsburg, Kentucky	212
Robinson, Illinois	206
Detroit, Michigan	106
Canton, Ohio	78
Texas City, Texas	76
Total	1,142

During 2010, our refineries processed 1,173 mbpd of crude oil and 162 mbpd of other charge and blend stocks. Our refineries include crude oil atmospheric and vacuum distillation, fluid catalytic cracking, catalytic reforming, desulfurization and sulfur recovery units. The refineries process a wide variety of crude oils and produce numerous refined products, ranging from transportation fuels, such as reformulated gasolines, blend-grade gasolines intended for blending with fuel ethanol and ultra-low sulfur diesel fuel, to heavy fuel oil and asphalt. Additionally, we manufacture aromatics, cumene, propane, propylene, and sulfur.

Our Garyville, Louisiana, refinery is located along the Mississippi River in southeastern Louisiana between New Orleans and Baton Rouge. The Garyville refinery is configured to processes heavy sour crude oil into products such as gasoline, distillates, sulfur, asphalt, propane, polymer grade propylene, isobutane and coke. An expansion project was completed in the fourth quarter of 2009 that increased Garyville’s crude oil refining capacity, making it one of the largest refineries in the U.S. Our Garyville refinery has earned designation as a U.S. Occupational Safety and Health Administration (OSHA) Voluntary Protection Program (VPP) STAR site.

Our Catlettsburg, Kentucky, refinery is located in northeastern Kentucky on the western bank of the Big Sandy River, near the confluence with the Ohio River. The Catlettsburg refinery processes sweet and sour crude oils into products such as gasoline, asphalt, diesel, jet fuel, petrochemicals, propane, propylene and sulfur.

Our Robinson, Illinois, refinery is located in southeastern Illinois. The Robinson refinery processes sweet and sour crude oils into products such as multiple grades of gasoline, jet fuel, kerosene, diesel fuel, propane, propylene, sulfur and anode-grade coke. The Robinson refinery has earned designation as an OSHA VPP STAR site.

Our Detroit, Michigan, refinery is located near Interstate 75 in southwest Detroit. It is the only petroleum refinery currently operating in Michigan. The Detroit refinery processes light sweet and heavy sour crude oils, including Canadian crude oils, into products such as gasoline, diesel, asphalt, slurry, propane, chemical grade propylene and sulfur. In 2007, we approved a heavy oil upgrading and expansion project at this refinery, with a current projected cost of $2.2 billion (excluding capitalized interest). This project will enable the refinery to process an additional 80 mbpd of heavy sour crude oils, including Canadian bitumen blends, and will increase its crude oil refining capacity by about 15 mbpd. Construction

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began in the first half of 2008 and reached 50 percent completion at December 31, 2010. The project is expected to be complete in the second half of 2012. Our Detroit refinery is certified as a Michigan VPP STAR site.

Our Canton, Ohio, refinery is located approximately 60 miles southeast of Cleveland, Ohio. The Canton refinery processes sweet and sour crude oils into products such as gasoline, diesel fuels, kerosene, propane, sulfur, asphalt, roofing flux, home heating oil and No. 6 industrial fuel oil.

Our Texas City, Texas, refinery is located on the Texas Gulf Coast approximately 30 miles south of Houston, Texas. The refinery processes sweet crude oil into products such as gasoline, propane, chemical grade propylene, slurry, sulfur and aromatics.

The above discussion includes forward-looking statements concerning the Detroit refinery heavy oil upgrading and expansion project. Some factors that could affect this project include transportation logistics, availability of materials and labor, unforeseen hazards such as weather conditions, delays in obtaining or conditions imposed by necessary government and third-party approvals and other risks customarily associated with construction projects.

Our refineries are integrated with each other via pipelines, terminals and barges to maximize operating efficiency. The transportation links that connect our refineries allow the movement of crude oil, feedstocks and intermediate products between refineries to optimize operations, produce higher margin products and utilize our processing capacity efficiently.

The following table sets forth our refinery production by product group for each of the last three years.

Refined Product Yields
(mbpd)	2010		2009		2008
Gasoline		726		669		609
Distillates		409		326		342
Propane		24		23		22
Feedstocks and special products		97		62		96
Heavy fuel oil		24		24		24
Asphalt		76		66		75
Total		1,356		1,170		1,168

Crude oil supply – We obtain most of the crude oil we refine through negotiated contracts and purchases or exchanges on the spot market. Our crude oil supply contracts are generally term contracts with market related pricing provisions. The following table provides information on our sources of crude oil for each of the last three years. The crude oil sourced outside of North America was acquired from various foreign national oil companies, producing companies and trading companies.

Sources of Crude Oil Refined
(mbpd)	2010		2009		2008
United States		720		613		466
Canada		115		136		135
Middle East and Africa		250		154		244
Other international		88		54		99
Total		1,173		957		944
Average cost of crude oil throughput (Dollars per barrel)		$78.57		$62.10		$98.34

Our refineries receive crude oil and other feedstocks and distribute our refined products through a variety of channels, including pipelines, trucks, railcars, ships and barges.

Refined products marketing and distribution – We are a supplier of refined products to resellers and consumers within our 20-state market area in the Midwest, Gulf Coast and southeastern regions of the United States. Our market area includes approximately 5,100 Marathon branded-retail outlets concentrated in the Midwest and southeastern states. We currently own and distribute from 63 light product and 21 asphalt terminals. In addition, we distribute light products through approximately 45 third-party terminals in our market area. Our marine transportation operations include 14 towboats, as well as 168 owned and 8 leased barges that transport refined products on the Ohio, Mississippi and Illinois rivers and their tributaries as well as the Intercoastal Waterway. We lease or own approximately 1,760 railcars of various sizes and capacities for movement and storage of refined products. In addition, we own 122 transport trucks for the movement of refined products.

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The following table sets forth, as a percentage of total refined product sales, sales of refined products to our different customer types for the past three years.

Refined Product Sales by Customer Type	2010		2009		2008
Private-brand marketers, commercial and industrial consumers		70%		67%		67%
Marathon-branded outlets		17%		18%		18%
Speedway retail outlets		13%		15%		15%

The following table sets forth our refined products sales by product group and our average sales price for each of the last three years.

Refined Product Sales
(mbpd)	2010		2009		2008
Gasoline		923		830		756
Distillates		435		357		375
Propane		24		23		22
Feedstocks and special products		103		75		100
Heavy fuel oil		23		24		23
Asphalt		77		69		76
Total		1,585		1,378		1,352
Average sales price (Dollars per barrel)		$  87.87		$  70.86		$  109.49

We sell gasoline, gasoline blendstocks and No. 1 and No. 2 fuel oils (including kerosene, jet fuel and diesel fuel) to wholesale marketing customers in the Midwest, Gulf Coast and southeastern regions of the U.S. We sold 54 percent of our gasoline volumes and 88 percent of our distillates volumes on a wholesale or spot market basis in 2010. The demand for gasoline is seasonal in many of our markets, with demand typically being at its highest levels during the summer months.

We have blended ethanol into gasoline for over 20 years and expanded our blending program in 2007, in part due to federal regulations that require us to use specified volumes of renewable fuels. Ethanol volumes sold in blended gasoline averaged 68 mbpd in 2010, 60 mbpd in 2009 and 54 mbpd in 2008. The future expansion or contraction of our ethanol blending program will be driven by the economics of the ethanol supply and by government regulations. We sell reformulated gasoline, which is also blended with ethanol, in parts of our marketing territory, including: Chicago, Illinois; Louisville, Kentucky; northern Kentucky; and Milwaukee, Wisconsin. We also sell biodiesel-blended diesel in Illinois, Kentucky and Pennsylvania.

We produce propane at all six of our refineries. Propane is primarily used for home heating and cooking, as a feedstock within the petrochemical industry, for grain drying and as a fuel for trucks and other vehicles. Our propane sales are typically split evenly between the home heating market and industrial consumers.

We are a producer and marketer of petrochemicals and specialty products. Product availability varies by refinery and includes benzene, cumene, dilute naphthalene oil, molten sulfur, propylene, toluene and xylene. We market propylene, cumene and sulfur domestically to customers in the chemical industry. We also have the capacity to produce 1,400 tons per day of anode grade coke at our Robinson refinery, which is used to make carbon anodes for the aluminum smelting industry, and 5,600 tons per day of fuel grade coke at the Garyville refinery, which is used for power generation and in miscellaneous industrial applications.

We produce and market heavy residual fuel oil or related components at all six of our refineries. Heavy residual fuel oil is primarily used in the utility and ship bunkering (fuel) industries, though there are other more specialized uses of the product.

We have refinery based asphalt production capacity of up to 92 mbpd. We market asphalt through 33 owned or leased terminals throughout the Midwest and Southeast. We have a broad customer base, including approximately 641 asphalt-paving contractors, government entities (states, counties, cities and townships) and asphalt roofing shingle manufacturers. We sell asphalt in the wholesale and cargo markets via rail and barge. We also produce asphalt cements, polymer modified asphalt, emulsified asphalt and industrial asphalts.

We hold a 35 percent interest in an entity which owns and operates a 110-million-gallon-per-year ethanol production facility in Clymers, Indiana. We also own a 50 percent interest in an entity which owns a 110-million-gallon-per-year ethanol production facility in Greenville, Ohio. Both of these facilities are managed by a co-owner.

Pipeline transportation – We own a system of pipelines through Marathon Pipe Line LLC (“MPL”) and Ohio River Pipe Line LLC (“ORPL”), our wholly-owned subsidiaries. Our pipeline systems transport crude oil and refined products primarily in the Midwest and Gulf Coast regions to our refineries, our terminals and other pipeline systems. Our MPL

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and ORPL wholly-owned and undivided interest common carrier systems consist of 1,707 miles of crude oil lines and 1,825 miles of refined product lines comprising 31 systems located in 11 states. The MPL common carrier pipeline network is one of the largest petroleum pipeline systems in the U.S., based on total barrels delivered. Our common carrier pipeline systems are subject to state and Federal Energy Regulatory Commission regulations and guidelines, including published tariffs for the transportation of crude oil and refined products. Third parties generated 11 percent of the crude oil and refined product shipments on our MPL and ORPL common carrier pipelines in 2010. Our MPL and ORPL common carrier pipelines transported the volumes shown in the following table for each of the last three years.

Pipeline Barrels Handled
(mbpd)	2010		2009		2008
Crude oil trunk lines		1,204		1,279		1,405
Refined products trunk lines		968		953		960
Total		2,172		2,232		2,365

We also own 175 miles of private crude oil pipelines and 846 miles of private refined products pipelines, and we lease 217 miles of common carrier refined product pipelines. We have partial ownership interests in several pipeline companies that have approximately 110 miles of crude oil pipelines and 3,600 miles of refined products pipelines, including about 970 miles operated by MPL. In addition, MPL operates most of our private pipelines and 985 miles of crude oil and 160 miles of natural gas pipelines owned by our E&P segment.

Our major refined product pipelines include the owned and operated Cardinal Products Pipeline and the Wabash Pipeline. The Cardinal Products Pipeline delivers refined products from Kenova, West Virginia, to Columbus, Ohio. The Wabash Pipeline system delivers product from Robinson, Illinois, to various terminals in the area of Chicago, Illinois. Other significant refined product pipelines owned and operated by MPL extend from: Robinson, Illinois, to Louisville, Kentucky; Garyville, Louisiana, to Zachary, Louisiana; and Texas City, Texas, to Pasadena, Texas.

In addition, as of December 31, 2010, we had interests in the following refined product pipelines:

• 65 percent undivided ownership interest in the Louisville-Lexington system, a petroleum products pipeline system extending from Louisville to Lexington, Kentucky;

• 60 percent interest in Muskegon Pipeline LLC, which owns a refined products pipeline extending from Griffith, Indiana, to North Muskegon, Michigan;

• 50 percent interest in Centennial Pipeline LLC, which owns a refined products system connecting the Gulf Coast region with the Midwest market;

• 17 percent interest in Explorer Pipeline Company, a refined products pipeline system extending from the Gulf Coast to the Midwest; and

• 6 percent interest in Wolverine Pipe Line Company, a refined products pipeline system extending from Chicago, Illinois, to Toledo, Ohio.

Our major owned and operated crude oil lines run from: Patoka, Illinois, to Catlettsburg, Kentucky; Patoka, Illinois, to Robinson, Illinois; Patoka, Illinois, to Lima, Ohio; Lima, Ohio to Canton, Ohio; Samaria, Michigan, to Detroit, Michigan; and St. James, Louisiana, to Garyville, Louisiana.

As of December 31, 2010, we had interests in the following crude oil pipelines:

• 51 percent interest in LOOP LLC, the owner and operator of LOOP, which is the only U.S. deepwater oil port, located 18 miles off the coast of Louisiana, and a crude oil pipeline connecting the port facility to storage caverns and tanks at Clovelly, Louisiana;

• 59 percent interest in LOCAP LLC, which owns a crude oil pipeline connecting LOOP and the Capline system;

• 33 percent undivided joint interest in the Capline system, a large-diameter crude oil pipeline extending from St. James, Louisiana, to Patoka, Illinois;

• 26 percent undivided joint interest in the Maumee Pipeline System, a large diameter crude oil pipeline extending from Lima, Ohio, to Samaria, Michigan.

We plan to construct, by the end of 2012, a new section of pipeline connecting an existing pipeline to our Detroit refinery which will allow us to deliver additional supplies of Canadian crude.

The above discussion contains forward looking statements with respect to the plans to construct a new section of pipeline. Factors which could affect these plans include transportation logistics, availability of materials and labor, unforeseen hazards such as weather conditions, delays in obtaining or conditions imposed by necessary government and third-party approvals, and other risks customarily associated with construction projects.

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Retail Marketing

Speedway, our wholly-owned subsidiary headquartered in Enon, Ohio, sells gasoline and merchandise through owned and operated retail outlets primarily under the Speedway^® brand. Diesel fuel is also sold at a number of these outlets. Speedway retail outlets offer a wide variety of merchandise, such as prepared foods, beverages, and non-food items, as well as a significant number of proprietary items. For eleven consecutive quarters ending September 30, 2010, Speedway has been rated as the best convenience store chain in terms of overall customer satisfaction in a national consumer perception survey conducted by Corporate Research International^®. In 2010, Harris Interactive’s EquiTrend^® annual brand equity study named Speedway^® the number one gasoline brand with consumers for the second year in a row. Speedway’s Speedy Rewards™, an industry-leading customer loyalty program, has built active membership to 3.5 million customers.

As of December 31, 2010, Speedway had 1,358 retail outlets in seven states. Sales of refined products through these retail outlets accounted for 13 percent of our refined product sales volumes in 2010 and provide us with a base of ratable sales. Revenues from sales of non-petroleum merchandise through these retail outlets totaled $3,195 million in 2010, $3,109 million in 2009 and $2,838 million in 2008. The demand for gasoline is seasonal in a majority of Speedway markets, with the highest demand usually occurring during the summer driving season. Margins from the sale of merchandise and services tend to be less volatile than margins from the retail sale of gasoline and diesel fuel.

Competition and Market Conditions

Strong competition exists in all sectors of the oil and gas industry and, in particular, in the exploration for and development of new reserves. We compete with major integrated and independent oil and gas companies, as well as national oil companies, for the acquisition of oil and natural gas leases and other properties. We compete with these companies for the equipment and labor required to develop and operate those properties and in the marketing of oil and natural gas to end-users. Many of our competitors have financial and other resources greater than those available to us. Acquiring exploration opportunities frequently requires competitive bids involving front-end bonus payments or commitments-to-work programs. We also compete in attracting and retaining personnel, including geologists, geophysicists and other specialists. Based upon statistics compiled in the “2010 Global Upstream Performance Review” published by IHS Herold Inc., we rank ninth among U.S.-based petroleum companies on the basis of 2009 worldwide liquid hydrocarbon and natural gas production.

We also compete with other producers of synthetic and conventional crude oil for the sale of our synthetic crude oil to refineries primarily in North America. Additional synthetic crude oil projects are being contemplated by various competitors and, if undertaken and completed, these projects may result in a significant increase in the supply of synthetic crude oil to the market. Since not all refineries are able to process or refine synthetic crude oil in significant volumes, there can be no assurance that sufficient market demand will exist at all times to absorb our share of the synthetic crude oil production from the AOSP at economically viable prices.

We must also compete with a large number of other companies to acquire crude oil for refinery processing and in the distribution and marketing of a full array of petroleum products. Based upon the “The Oil & Gas Journal 2010 Worldwide Refinery Survey”, we rank fifth among U.S. petroleum companies on the basis of U.S. crude oil refining capacity as of December 31, 2010. We compete in four distinct markets for the sale of refined products – wholesale, spot, branded and retail distribution. We believe we compete with about 56 companies in the sale of refined products to wholesale marketing customers, including private-brand marketers and large commercial and industrial consumers; about 91 companies in the sale of refined products in the spot market; ten refiners or marketers in the supply of refined products to refiner branded jobbers and dealers; and approximately 252 retailers in the retail sale of refined products. (A jobber is a business that does not carry out refining operations but supplies refiner-branded products to gasoline stations or convenience stores. Dealers refer to retail service station or convenience store operators affiliated with a brand identity.) We compete in the convenience store industry through Speedway’s retail outlets. The retail outlets offer consumers gasoline, diesel fuel (at selected locations) and a broad mix of other merchandise and services. Several nontraditional fuel retailers, such as supermarkets, club stores and mass merchants, have affected the convenience store industry and Energy Analysts International, Inc. estimates such retailers had 12 percent of the U.S. gasoline market in 2010.

Our operating results are affected by price changes in conventional and synthetic crude oil, natural gas and petroleum products, as well as changes in competitive conditions in the markets we serve. Generally, results from production and oil sands mining operations benefit from higher crude oil prices while the refining and wholesale marketing gross margin may be adversely affected by crude oil price increases. Price differentials between sweet and sour crude oil also affect operating results. Market conditions in the oil and gas industry are cyclical and subject to global economic and political events and new and changing governmental regulations.

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Environmental Matters

The Public Policy Committee of our Board of Directors is responsible for overseeing our position on public issues, including environmental matters. Our Corporate Health, Environment, Safety and Security organization has the responsibility to ensure that our operating organizations maintain environmental compliance systems that support and foster our compliance with applicable laws and regulations. Committees comprised of certain of our officers review our overall performance associated with various environmental compliance programs. We also have a Crisis Management Team which oversees our response to any major environmental or other emergency incident involving us or any of our properties.

State, national and international legislation to reduce greenhouse gas emissions are being proposed and, in some cases, promulgated. This legislation applies or could apply in countries in which we operate. Potential legislation and regulations pertaining to climate change could also affect our operations. The cost to comply with these laws and regulations cannot be estimated at this time, but could be significant. For additional information, see Item 1A. Risk Factors. As part of our commitment to environmental stewardship, we estimate and publicly report greenhouse gas emissions from our operations. We are working to continuously improve the accuracy and completeness of these estimates. In addition, we continuously strive to improve operational and energy efficiencies through resource and energy conservation where practicable and cost effective.

Our businesses are also subject to numerous other laws and regulations relating to the protection of the environment. These environmental laws and regulations include the Clean Air Act (“CAA”) with respect to air emissions, the Clean Water Act (“CWA”) with respect to water discharges, the Resource Conservation and Recovery Act (“RCRA”) with respect to solid and hazardous waste treatment, storage and disposal, the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) with respect to releases and remediation of hazardous substances and the Oil Pollution Act of 1990 (“OPA-90”) with respect to oil pollution and response. In addition, many states where we operate have their own similar laws dealing with similar matters. New laws are being enacted, and regulations are being adopted by various regulatory agencies on a continuing basis and the costs of compliance with these new rules can only be broadly appraised until their implementation becomes more accurately defined. In some cases, they can impose liability for the entire cost of clean-up on any responsible party without regard to negligence or fault and impose liability on us for the conduct of others or conditions others have caused, or for our acts that complied with all applicable requirements when we performed them. The ultimate impact of complying with existing laws and regulations is not clearly known or determinable because certain implementing regulations for some environmental laws have not yet been finalized or, in some instances, are undergoing revision. These environmental laws and regulations, particularly the 1990 Amendments to the CAA and its implementing regulations, new water quality requirements and stricter fuel regulations, could result in increased capital, operating and compliance costs.

For a discussion of environmental capital expenditures and costs of compliance for air, water, solid waste and remediation, see Item 3. Legal Proceedings and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Management’s Discussion and Analysis of Environmental Matters, Litigation and Contingencies.

Air

The U.S. Environmental Protection Agency (“EPA”) is in the process of implementing regulations to address the National Ambient Air Quality Standards (“NAAQS”) for fine particulate emissions and ozone. In connection with these standards, the EPA will designate certain areas as “nonattainment,” meaning that the air quality in such areas does not meet the NAAQS. The proposed rule is directed at electric generating units, not refineries, and is expected to be finalized in 2011. However, we cannot reasonably estimate any final financial impact of the state actions to implement the CATR until the EPA has issued a final rule and states have taken further action to implement that rule.

The EPA is reviewing and is proposing to revise, all NAAQS for criteria air pollutants. In January, 2010, the EPA issued the final nitrogen dioxide standard. In addition, in June 2010, the EPA published the final standard for sulfur dioxide. In December 2010, the EPA announced that the final ozone rule will be completed by July 29, 2011. We cannot reasonably estimate the final financial impact of these revised NAAQS standards until the implementing rules are established and judicial challenges over the revised NAAQS standards are resolved.

Water

We maintain numerous discharge permits as required under the National Pollutant Discharge Elimination System program of the CWA and have implemented systems to oversee our compliance efforts. In addition, we are regulated under OPA-90, which amended the CWA. Among other requirements, OPA-90 requires the owner or operator of a tank vessel or a facility to maintain an emergency plan to respond to releases of oil or hazardous substances. Also, in case of any such release, OPA-90 requires the responsible company to pay resulting removal costs and damages. OPA-90 also provides for civil penalties and imposes criminal sanctions for violations of its provisions.

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Additionally, OPA-90 requires that new tank vessels entering or operating in U.S. waters be double-hulled and that existing tank vessels that are not double-hulled be retrofitted or removed from U.S. service, according to a phase-out schedule. All of the barges used for river transport of our raw materials and refined products meet the double-hulled requirements of OPA-90. We operate facilities at which spills of oil and hazardous substances could occur. Some coastal states in which we operate have passed state laws similar to OPA-90, but with expanded liability provisions, including provisions for cargo owner responsibility as well as ship owner and operator responsibility. We have implemented emergency oil response plans for all of our components and facilities covered by OPA-90, and we have established Spill Prevention, Control and Countermeasures (“SPCC”) plans for facilities subject to CWA SPCC requirements.

Solid Waste

We continue to seek methods to minimize the generation of hazardous wastes in our operations. The RCRA establishes standards for the management of solid and hazardous wastes. Besides affecting waste disposal practices, RCRA also addresses the environmental effects of certain past waste disposal operations, the recycling of wastes and the regulation of underground storage tanks (“USTs”) containing regulated substances. We have ongoing RCRA treatment and disposal operations at one of our RM&T facilities and primarily utilize offsite third-party treatment and disposal facilities.

Remediation

We own or operate certain retail outlets where, during the normal course of operations, releases of refined products from USTs have occurred. Federal and state laws require that contamination caused by such releases at these sites be assessed and remediated to meet applicable standards. The enforcement of the UST regulations under RCRA has been delegated to the states, which administer their own UST programs. Our obligation to remediate such contamination varies, depending on the extent of the releases and the stringency of the laws and regulations of the states in which we operate. A portion of these remediation costs may be recoverable from the appropriate state UST reimbursement funds once the applicable deductibles have been satisfied. We also have other facilities which are subject to remediation under federal or state law. See Item 3. Legal Proceedings – Environmental Proceedings – Other Proceedings for a discussion of these sites.

The AOSP operations use established processes to mine deposits of bitumen from an open-pit mine, extract the bitumen and upgrade it into synthetic crude oils. Tailings are waste products created from the oil sands extraction process which are placed in ponds. The AOSP is required to reclaim its tailing ponds as part of its ongoing reclamation work. The reclamation process uses developing technology and there is an inherent risk that the current process may not be as effective or perform as required in order to meet the approved closure and reclamation plan. The AOSP continues to develop its current reclamation technology and continues to investigate other alternate tailings management technologies. In February 2009, the Alberta Energy Resources Conservation Board (“ERCB”) issued a directive which more clearly defines criteria for managing oil sands tailings. The AOSP Joint Venture Operator submitted tailings management papers to the ERCB (for both mines), that sets forth plans to comply with the Directive and received approval (with conditions) in the second half of 2010. Further new regulations or failure to comply (in a timely manner) could result in additional cost to us.

Other Matters

In 2007, the U.S. Congress passed the Energy Independence and Security Act (“EISA”), which, among other things, sets a target of 35 miles per gallon for the combined fleet of cars and light trucks in the United States by model year 2020, and contains a second Renewable Fuel Standard (“RFS2”). The EPA announced the final RFS2 regulations on February 4, 2010. The RFS2 requires 12.95 billion gallons of renewable fuel usage in 2010, increasing to 36.0 billion gallons by 2022. In the near term, the RFS2 will be satisfied primarily with fuel ethanol blended into gasoline. The RFS2 presents production and logistic challenges for both the fuel ethanol and petroleum refining industries. The RFS2 has required, and will likely in the future continue to require, additional capital expenditures or expenses by us to accommodate increased fuel ethanol use. Within the overall 36.0 billion gallon RFS2, EISA establishes an advanced biofuel RFS2 that begins with 0.95 billion gallons in 2010 and increases to 21.0 billion gallons by 2022. Subsets within the advanced biofuel RFS2 include 1.15 billion gallons of biomass-based diesel in 2010 (due to combining the 2009 and 2010 volumes), which is capped at 1.0 billion gallons starting in 2012, and 0.1 billion gallons of cellulosic biofuel in 2010, increasing to 16.0 billion gallons by 2022. The EPA has determined that 0.1 billion gallons of cellulosic biofuel will not be produced in 2010 and has lowered the requirement to 5.0 million gallons. The advanced biofuels programs will present specific challenges in that we may have to enter into arrangements with other parties to meet our obligations to use advanced biofuels, including biomass-based diesel and cellulosic biofuel, with potentially uncertain supplies of these new fuels. There will be compliance costs and uncertainties regarding how we will comply with the various requirements contained in this law and related regulations. We may experience a decrease in demand for refined petroleum products due to an increase in combined fleet mileage or due to refined petroleum products being replaced by renewable fuels.

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On October 13, 2010, the EPA issued a partial waiver decision under the CAA to allow for an increase in the amount of ethanol permitted to be blended into gasoline from 10 percent (“E10”) to 15 percent (“E15”) for 2007 and newer light-duty motor vehicles. There are numerous state and federal regulatory issues that would need to be addressed before E15 can be marketed for use in any traditional gasoline engines.

The USX Separation

On December 31, 2001, pursuant to an Agreement and Plan of Reorganization dated as of July 31, 2001, Marathon completed the USX Separation, in which:

• its wholly-owned subsidiary United States Steel LLC converted into a Delaware corporation named United States Steel Corporation and became a separate, publicly traded company; and

• USX Corporation changed its name to Marathon Oil Corporation.

As a result of the USX Separation, Marathon and United States Steel are separate companies and neither has any ownership interest in the other.

In connection with the USX Separation and pursuant to the Plan of Reorganization, Marathon and United States Steel have entered into a series of agreements governing their relationship after the USX Separation and providing for the allocation of tax and certain other liabilities and obligations arising from periods before the USX Separation. The following is a description of the material terms of one of those agreements.

Financial Matters Agreement

Under the financial matters agreement, United States Steel has assumed and agreed to discharge all of our principal repayment, interest payment and other obligations under the following, including any amounts due on any default or acceleration of any of those obligations, other than any default caused by us:

• obligations under industrial revenue bonds related to environmental projects for current and former U.S. Steel Group facilities, with maturities ranging from 2011 through 2033;

• sale-leaseback financing obligations under a lease for equipment at United States Steel’s Fairfield Works facility, with a lease term to 2012, subject to extensions;

• obligations relating to various lease arrangements accounted for as operating leases and various guarantee arrangements, all of which were assumed by United States Steel; and

• certain other guarantees.

The financial matters agreement also provides that, on or before December 31, 2011, United States Steel will provide for our discharge from any remaining liability under any of the assumed industrial revenue bonds. United States Steel may accomplish that discharge by refinancing or, to the extent not refinanced, paying us an amount equal to the remaining principal amount of all accrued and unpaid debt service outstanding on, and any premium required to immediately retire, the then outstanding industrial revenue bonds.

Under the financial matters agreement, United States Steel has all of the existing contractual rights under the leases assumed from us, including all rights related to purchase options, prepayments or the grant or release of security interests. However, United States Steel has no right to increase amounts due under or lengthen the term of any of the assumed lease obligations without our prior consent other than extensions set forth in the terms of the assumed leases.

The financial matters agreement requires us to use commercially reasonable efforts to assure compliance with all covenants and other obligations to avoid the occurrence of a default or the acceleration of the payments on the assumed obligations.

United States Steel’s obligations to us under the financial matters agreement are general unsecured obligations that rank equal to United States Steel’s accounts payable and other general unsecured obligations. The financial matters agreement does not contain any financial covenants and United States Steel is free to incur additional debt, grant mortgages on or security interests in its property and sell or transfer assets without our consent.

Concentrations of Credit Risk

We are exposed to credit risk in the event of nonpayment by counterparties, a significant portion of which are concentrated in energy-related industries. The creditworthiness of customers and other counterparties is subject to continuing review, including the use of master netting agreements, where appropriate. While no single customer accounts for more than 10 percent of annual revenues, we have exposures to United States Steel arising from the transaction discussed in Note 3 to the consolidated financial statements.

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Trademarks, Patents and Licenses

We currently hold a number of U.S. and foreign patents and have various pending patent applications. Although in the aggregate our trademarks, patents and licenses are important to us, we do not regard any single trademark, patent, license or group of related trademarks, patents or licenses as critical or essential to our business as a whole.

Employees

We had 29,677 active employees as of December 31, 2010. Of that number, 19,147 were employees of Speedway, most of whom were employed at our retail marketing outlets.

Certain hourly employees at our Catlettsburg and Canton refineries are represented by the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers Union under labor agreements that expire on January 31, 2012. Certain employees at our Texas City refinery are represented by the same union under a labor agreement that expires on March 31, 2012.

The International Brotherhood of Teamsters represents certain hourly employees at our Detroit refinery under a labor agreement that is scheduled to expire on January 31, 2014. They also represent employees at the St. Paul Park refinery under a labor agreement that is scheduled to expire on May 31, 2012. The St. Paul Park Refinery was sold effective December 1, 2010, however there is a transition services agreement in place. Due to this agreement, we remain subject to the labor contracts until the employee transfer date. See Item 8. Financial Statements and Supplementary Data—Note 6 for transaction details.

Executive Officers of the Registrant

The executive officers of Marathon and their ages as of February 1, 2011, are as follows:

Clarence P. Cazalot, Jr.	60	President and Chief Executive Officer
Janet F. Clark	56	Executive Vice President and Chief Financial Officer
Eileen M. Campbell	53	Vice President, Public Policy
Gary R. Heminger	57	Executive Vice President, Downstream
Sylvia J. Kerrigan	45	Vice President, General Counsel and Secretary
Paul C. Reinbolt	55	Vice President, Finance and Treasurer
David E. Roberts, Jr.	50	Executive Vice President, Upstream
Michael K. Stewart	53	Vice President, Accounting and Controller
Howard J. Thill	51	Vice President, Investor Relations and Public Affairs

With the exception of Mr. Roberts, all of the executive officers have held responsible management or professional positions with Marathon or its subsidiaries for more than the past five years.

• Mr. Cazalot was appointed president and chief executive officer effective January 2002.

• Ms. Clark was appointed executive vice president effective January 2007. Ms. Clark joined Marathon in January 2004 as senior vice president and chief financial officer.

• Ms. Campbell was appointed vice president, public policy effective June 2010. Prior to this appointment, Ms. Campbell was Vice President, Human Resources since October 2000.

• Mr. Heminger was appointed executive vice president, downstream effective July 2005. Mr. Heminger has served as president of Marathon Petroleum Company LP since September 2001.

• Ms. Kerrigan was appointed vice president, general counsel and secretary effective November 1, 2009. Prior to this appointment, Ms. Kerrigan was assistant general counsel since January 1, 2003.

• Mr. Reinbolt was appointed vice president, finance and treasurer effective January 2002.

• Mr. Roberts joined Marathon in June 2006 as senior vice president, business development and was appointed executive vice president, upstream in April 2008. Prior to joining Marathon, he was employed by BG Group from 2003 as executive vice president/managing director responsible for Asia and the Middle East.

• Mr. Stewart was appointed vice president, accounting and controller effective May 2006. Mr. Stewart previously served as controller from July 2005 to April 2006. Prior to his appointment as controller, Mr. Stewart was director of internal audit from January 2002 to June 2005.

• Mr. Thill was appointed vice president, investor relations and public affairs effective January 2008. Mr. Thill was previously director of investor relations from April 2003 to December 2007.

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Available Information

General information about Marathon, including the Corporate Governance Principles and Charters for the Audit and Finance Committee, Compensation Committee, Corporate Governance and Nominating Committee and Public Policy Committee, can be found at www.marathon.com. In addition, our Code of Business Conduct and Code of Ethics for Senior Financial Officers are available at http://www.marathon.com/Investor_Center/.

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through our website as soon as reasonably practicable after the reports are filed or furnished with the SEC. These documents are also available in hard copy, free of charge, by contacting our Investor Relations office. Information contained on our website is not incorporated into this Annual Report on Form 10-K or other securities filings.

Item 1A. Risk Factors

We are subject to various risks and uncertainties in the course of our business. The following summarizes significant risks and uncertainties that may adversely affect our business, financial condition or results of operations.

The proposed spin-off of MPC is contingent upon the satisfaction of a number of conditions, which may not be consummated on the terms or timeline currently contemplated or may not achieve the intended results.

We expect that the spin-off will be effective June 30, 2011. Our ability to timely effect the spin-off is subject to several conditions, including among others, the receipt of a favorable private letter ruling from the IRS, an independent tax opinion that the distribution of one share of MPC common stock for every two shares of Marathon will qualify as tax-free and the SEC declaring effective the registration statement. We cannot assure that we will be able to complete the spin-off in a timely fashion, if at all. For these and other reasons, the spin-off may not be completed on the terms or timeline contemplated. Further, if the spin-off is completed, it may not achieve the intended results. Any such difficulties could adversely affect our business, results of operations or financial condition.

The spin-off could result in substantial tax liability.

We have requested a private letter ruling from the Internal Revenue Service (“IRS”) substantially to the effect that, for U.S. federal income tax purposes, the spin-off and certain related transactions will qualify under Sections 355 and/or 368 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). If the factual assumptions or representations made in the request for the private letter ruling prove to have been inaccurate or incomplete in any material respect, then we will not be able to rely on the ruling. Furthermore, the IRS does not rule on whether a distribution such as the spin-off satisfies certain requirements necessary to obtain tax-free treatment under section 355 of the Code. The private letter ruling will be based on representations by us that those requirements were satisfied, and any inaccuracy in those representations could invalidate the ruling. In connection with the spin-off, we also intend to obtain an opinion of outside counsel, substantially to the effect that, for U.S. federal income tax purposes, the spin-off and certain related transactions will qualify under Sections 355 and 368 of the Code. The opinion will rely on, among other things, the continuing validity of the private letter ruling and various assumptions and representations as to factual matters made by us which, if inaccurate or incomplete in any material respect, would jeopardize the conclusions reached by such counsel in its opinion. The opinion will not be binding on the IRS or the courts, and there can be no assurance that the IRS or the courts would not challenge the conclusions stated in the opinion or that any such challenge would not prevail.

A substantial or extended decline in liquid hydrocarbon or natural gas prices, or in refining and wholesale marketing gross margins, would reduce our operating results and cash flows and could adversely impact our future rate of growth and the carrying value of our assets.

Prices for liquid hydrocarbons and natural gas and refining and wholesale marketing gross margins fluctuate widely. Our revenues, operating results and future rate of growth are highly dependent on the prices we receive for our liquid hydrocarbons and natural gas and the margins we realize on our refined products. Historically, the markets for liquid hydrocarbons, natural gas and refined products have been volatile and may continue to be volatile in the future. Many of the factors influencing prices of liquid hydrocarbons and natural gas and refining and wholesale marketing gross margins are beyond our control. These factors include:

• worldwide and domestic supplies of and demand for liquid hydrocarbons, natural gas and refined products;

• the cost of exploring for, developing and producing liquid hydrocarbons and natural gas;

• the cost of crude oil to be manufactured into refined products;

• utilization rates of refineries;

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• natural gas and electricity supply costs incurred by refineries;

• the ability of the members of the Organization of Petroleum Exporting Countries (“OPEC”) to agree to and maintain production controls;

• political instability or armed conflict in oil and natural gas producing regions;

• changes in weather patterns and climate;

• natural disasters such as hurricanes and tornados;

• the price and availability of alternative and competing forms of energy;

• domestic and foreign governmental regulations and taxes; and

• general economic conditions worldwide.

The long-term effects of these and other factors on the prices of liquid hydrocarbons and natural gas, as well as on refining and wholesale marketing gross margins, are uncertain.

Lower liquid hydrocarbon and natural gas prices, may cause us to reduce the amount of these commodities that we produce, which may reduce our revenues, operating income and cash flows. Significant reductions in liquid hydrocarbon and natural gas prices or refining and wholesale marketing gross margins could require us to reduce our capital expenditures or impair the carrying value of our assets.

Our offshore operations involve special risks that could negatively impact us.

Offshore exploration and development operations present technological challenges and operating risks because of the marine environment. Activities in deepwater areas may pose incrementally greater risks because of water depths that limit intervention capability and the physical distance to oilfield service infrastructure and service providers. Environmental remediation and other costs resulting from spills or releases may result in substantial liabilities and could materially and adversely affect our business, financial condition, results of operations, cash flow and market value of our securities.

Estimates of liquid hydrocarbon, natural gas and synthetic crude oil reserves depend on many factors and assumptions, including various assumptions that are based on conditions in existence as of the dates of the estimates. Any material changes in those conditions or other factors affecting those assumptions could impair the quantity and value of our liquid hydrocarbon, natural gas and synthetic crude oil reserves.

The proved reserve information included in this report has been derived from engineering estimates. Estimates of liquid hydrocarbon and natural gas reserves were prepared by our in-house teams of reservoir engineers and geoscience professionals and were reviewed, on a selected basis, by our Corporate Reserves Group or third-party consultants. The synthetic crude oil reserves estimates were prepared by GLJ Petroleum Consultants, a third-party consulting firm experienced in working with oil sands. Reserves were priced at the unweighted average of closing prices for the first day of each month in the 12-month period ended December 31, 2010, as well as other conditions in existence at the date. Any significant future price changes will have a material effect on the quantity and present value of our proved reserves. Future reserve revisions could also result from changes in governmental regulation, among other things.

Reserve estimation is a subjective process that involves estimating volumes to be recovered from underground accumulations of liquid hydrocarbons, natural gas and bitumen that cannot be directly measured. (Bitumen is mined then upgraded into synthetic crude oil.) Estimates of economically producible reserves and of future net cash flows depend upon a number of variable factors and assumptions, including:

• location, size and shape of the accumulation as well as fluid, rock and producing characteristics of the accumulation;

• historical production from the area, compared with production from other comparable producing areas;

• volumes of bitumen in-place and various factors affecting the recoverability of bitumen and its conversion into synthetic crude oil such as historical upgrader performance;

• the assumed effects of regulation by governmental agencies;

• assumptions concerning future operating costs, severance and excise taxes, development costs and workover and repair costs, and

• industry economic conditions, levels of cash flows from operations and other operating considerations.

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As a result, different petroleum engineers, each using industry-accepted geologic and engineering practices and scientific methods, may produce different estimates of proved reserves and future net cash flows based on the same available data. Because of the subjective nature of such reserve estimates, each of the following items may differ materially from the amounts or other factors estimated:

• the amount and timing of production;

• the revenues and costs associated with that production; and

• the amount and timing of future development expenditures.

The discounted future net revenues from our proved liquid hydrocarbon, natural gas and synthetic crude oil reserves reflected in this report should not be considered as the market value of the reserves attributable to our properties. As required by SEC Rule 4-10 of Regulation S-X, the estimated discounted future net revenues from our proved liquid hydrocarbon, natural gas and synthetic crude oil reserves are based on an unweighted average of closing prices for the first day of each month in the 12-month period ended December 31, 2009, and costs applicable at the date of the estimate, while actual future prices and costs may be materially higher or lower.

In addition, the 10 percent discount factor required by the applicable rules of the SEC to be used to calculate discounted future net revenues for reporting purposes is not necessarily the most appropriate discount factor based on our cost of capital and the risks associated with our business and the oil and natural gas industry in general.

If we are unsuccessful in acquiring or finding additional reserves, our future liquid hydrocarbon and natural gas production would decline, thereby reducing our cash flows and results of operations and impairing our financial condition.

The rate of production from liquid hydrocarbon and natural gas properties generally declines as reserves are depleted. Except to the extent we acquire interests in additional properties containing proved reserves, conduct successful exploration and development activities or, through engineering studies, optimize production performance, identify additional reservoirs not currently producing or secondary recovery reserves, our proved reserves will decline materially as liquid hydrocarbons and natural gas are produced. Accordingly, to the extent we are not successful in replacing the liquid hydrocarbons and natural gas we produce, our future revenues will decline. Creating and maintaining an inventory of prospects for future production depends on many factors, including:

• obtaining rights to explore for, develop and produce liquid hydrocarbons and natural gas in promising areas;

• drilling success;

• the ability to complete long lead-time, capital-intensive projects timely and on budget;

• the ability to find or acquire additional proved reserves at acceptable costs; and

• the ability to fund such activity.

The availability of crude oil and increases in crude oil prices may reduce our refining, marketing and transportation profitability and refining and wholesale marketing gross margins.

The profitability of our refining, marketing and transportation operations depends largely on the margin between the cost of crude oil and other feedstocks that we refine and the selling prices we obtain for refined products. We are a net purchaser of crude oil. A significant portion of our crude oil is purchased from various foreign national oil companies, producing companies and trading companies, including suppliers from the Middle East. These purchases are subject to political, geographic and economic risks and possible terrorist activities attendant to doing business with suppliers located in that area of the world. Our overall refining, marketing and transportation profitability could be adversely affected by the availability of supply and rising crude oil and other feedstock prices which we do not recover in the marketplace. Refining and wholesale marketing gross margins historically have been volatile and vary with the level of economic activity in the various marketing areas, the regulatory climate, logistical capabilities and the available supply of refined products.

Restrictions on U.S. Gulf of Mexico deepwater operations and similar action by countries where we do business could have a significant impact on our operations.

Although the deepwater drilling moratorium imposed by the U.S. Department of the Interior suspending outer continental shelf subsea and floating facility operations was lifted on October 12, 2010, we cannot predict when necessary plans and permits will be approved for renewed offshore drilling activity other than completions, interventions and workovers. An extended regulatory delay on other deepwater drilling activities in the Gulf of Mexico or changes in laws or

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regulations affecting our operations in these areas could have a material adverse effect on our business, financial condition, results of operations, cash flow and market value of our securities. In addition, other countries where we do business may make changes to their laws or regulations governing offshore operations, including deepwater areas that could have a similar material adverse effect.

We may incur substantial capital expenditures and operating costs as a result of compliance with, and changes in environmental health, safety and security laws and regulations, and, as a result, our business, financial condition, results of operation and cash flow could be materially and adversely affected.

Our businesses are subject to numerous laws, regulations and other requirements relating to the protection of the environment, including those relating to the discharge of materials into the environment, waste management, pollution prevention, greenhouse gas emissions, and characteristics and composition of gasoline and diesel fuels, as well as laws and regulations relating to public and employee safety and health and to facility security. We have incurred and may continue to incur substantial capital, operating and maintenance, and remediation expenditures as a result of these laws and regulations. To the extent these expenditures, as with all costs, are not ultimately reflected in the prices of our products and services, our operating results will be adversely affected. The specific impact of these laws and regulations may vary depending on a number of factors, including the age and location of operating facilities, marketing areas, crude oil and feedstock sources, and production processes. We may also be required to make material expenditures to modify operations, install pollution control equipment, perform site cleanups or curtail operations that could materially and adversely affect business, financial condition, results of operation and cash flows. We may become subject to liabilities that we currently do not anticipate in connection with new, amended or more stringent requirements, stricter interpretations of existing requirements or the future discovery of contamination. In addition, any failure by us to comply with existing or future laws or regulations could result in civil penalties or criminal fines and other enforcement actions against us.

We believe it is likely that the scientific and political attention to issues concerning the extent, causes of and responsibility for climate change will continue, with the potential for further regulations that could affect our operations. Currently, various legislative and regulatory measures to address greenhouse gas emissions (including carbon dioxide, methane and nitrous oxides) are in various phases of review, discussion or implementation in countries where we operate: the United States, Canada, European Union (“EU”) and Norway. Our operations result in these greenhouse gas emissions and emissions also arise from the use of our refined petroleum products by our customers. Through 2010, these included proposed federal legislation and state actions to develop statewide or regional programs, each of which could impose reductions in greenhouse gas emissions. These actions could result in increased: (1) costs to operate and maintain our facilities, (2) capital expenditures to install new emission controls at our refineries and other facilities, and (3) costs to administer and manage any potential greenhouse gas emissions or carbon trading or tax programs or to produce fuels to meet low-carbon fuel standards. These costs and capital expenditures could be material. Although uncertain, these developments could increase our costs, reduce the demand for the products we sell, reduce the supply of crude oils which can be used and create delays in our obtaining air pollution permits for new or modified facilities. Legislation or regulatory activity that impacts or could impact our operations includes:

• EPA issued a finding that greenhouse gases contribute to air pollution that endangers public health and welfare. In April of 2010, the EPA finalized a greenhouse gas emission standard for mobile sources (cars and light duty vehicles). The endangerment finding, along with the mobile source standard, and EPA’s determination that greenhouse gases are subject to regulation under the CAA, will lead to widespread regulation of stationary sources of greenhouse gas emissions. As a result, the EPA has issued a so-called tailoring rule to limit the applicability of the EPA’s major permitting programs to larger sources of greenhouse gas emissions, such as our refineries and a few large production facilities. Although legal challenges have been filed against these EPA actions, no court decisions are expected for another year or more and the EPA permitting requirements will apply to our larger facilities starting in January 2011. EPA has also announced its plan to develop refining sector new source performance standards for greenhouse gas emissions with standards to be proposed in December 2011 and final standards to be adopted in December 2012.

• In the U.S., the House of Representatives and the Senate each had their own form of cap-and-trade legislation to reduce carbon emissions in the Congressional session ending in 2010. The House approved the Waxman-Markey Bill in 2009 and the Senate considered but did not approve any such legislation. Similar legislation may be introduced in 2011 in the new Congressional session or the legislation may seek to limit or delay implementation of the EPA greenhouse gas emission requirements. Among other actions, cap and trade systems require businesses that emit greenhouse gases to buy emission credits from the government, other businesses, or through an auction process.

• Although not ratified in the United States, the Kyoto Protocol, effective in 2005, has been ratified by countries in which we have or in the future may have operations.

• The non-binding Copenhagen Accord was reached in 2009 with the United States pledging to reduce emissions 17 percent below 2005 levels by 2020.

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• The Canadian federal government has not enacted greenhouse gas emission reduction legislation although in signing the Copenhagen Accord, reaffirmed its commitment to reduce the country’s emissions 17 percent from 2005 levels by 2020. Alberta enacted legislation effective in 2007 which requires large emission sources such as oil sands facilities to reduce their net emissions intensity by 12 percent as measured against their baseline emissions. Sources may also comply by making a compliance obligation payment or by purchasing verifiable offsets.

• The European Union Emissions Trading Scheme (“EU ETS”) is in its second phase which runs from 2008 to 2012, in which EU member governments provide a certain number of free allowances to facilities and a facility may purchase additional EU allowances from other facilities, traders and the government. For, 2010, our EU facilities have complied with the EU ETS by using the allocated free allowances. Norway, as a member of the European Economic Area, while not in the European Union, has a carbon tax and also participates in the EU ETS. For 2010, our Norway facilities complied with the EU ETS by purchasing carbon allowances in the market.

• The Canadian federal government and province of Alberta jointly announced their intent to partially fund the AOSP’s Quest Carbon Capture and Storage (“Quest CCS”) project. Under the terms of their letters of intent, Alberta would contribute 745 million Canadian dollars and the Government of Canada would provide 120 million Canadian dollars toward the project’s development. The Quest project would store approximately 1.1 million tons of carbon dioxide annually and should allow the AOSP to meet Canadian and Alberta emission reduction requirements for the foreseeable future. The operator intends to finalize the government funding agreements in the first quarter of 2011. A final investment decision on the Quest CCS project will be made at a later date, and is subject to regulatory approvals, stakeholder engagement, detailed engineering studies, as well as the agreement of joint venture partners.

• The State of California enacted legislation effective in 2007 capping California’s greenhouse gas emissions at 1990 levels by 2020 and is implementing this legislation through a low-carbon fuel standard and a cap-and-trade program. The low-carbon fuel standard is being challenged in court. New Mexico has adopted a regulation which would reduce greenhouse gas emissions from current levels by three percent annually starting in 2012. We have not conducted significant business in California in recent years and discontinued operations in New Mexico in 2009, but other states where we have operations could adopt similar greenhouse gas limitations.

Although there may be adverse financial impact (including compliance costs, potential permitting delays and potential reduced demand for crude oil or certain refined products) associated with any legislation, regulation, the EPA or other action, the extent and magnitude of that impact cannot be reliably or accurately estimated due to the fact that requirements have only recently been adopted and the present uncertainty regarding the additional measures and how they will be implemented. Private party litigation has also been brought against emitters of greenhouse gas emissions, but we have not been named in those cases.

If we are unable to complete capital projects at their expected costs and in a timely manner, or if the market conditions assumed in our project economics deteriorate, our business, financial condition, results of operations and cash flows could be materially and adversely affected.

Delays or cost increases related to capital spending programs involving engineering, procurement and construction of facilities (including improvements and repairs to our existing facilities) could adversely affect our ability to achieve forecasted internal rates of return and operating results. Delays in making required changes or upgrades to our facilities could subject us to fines or penalties as well as affect our ability to supply certain products we produce. Such delays or cost increases may arise as a result of unpredictable factors, many of which are beyond our control, including:

• denial of or delay in receiving requisite regulatory approvals and /or permits;

• unplanned increases in the cost of construction materials or labor;

• disruptions in transportation of components or construction materials;

• adverse weather conditions, natural disasters or other events (such as equipment malfunctions, explosions, fires or spills) affecting our facilities, or those of vendors or suppliers;

• shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages;

• market-related increases in a project’s debt or equity financing costs; and

• nonperformance by, or disputes with, vendors, suppliers, contractors or subcontractors.

Any one or more of these factors could have a significant impact on our ongoing capital projects. If we were unable to make up the delays associated with such factors or to recover the related costs, or if market conditions change, it could materially and adversely affect our business, financial conditions, results of operations and cash flows.

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Many of our major projects and operations are conducted with partners, which may decrease our ability to manage risk.

We often enter into arrangements to conduct certain business operations, such oil and gas exploration and production, oil sands mining or pipeline transportation, with partners in order to share risks associated with those operations. However, these arrangements also may decrease our ability to manage risks and costs, particularly where we are not the operator. We could have limited influence over and control of the behaviors and performance of these operations. This could affect our operational performance, financial position and reputation.

Financial market uncertainty could impact our ability to obtain future financing.

In the future we may require financing to grow our business. Financial institutions participate in our revolving credit facility and provide us with services including insurance, cash management, commercial letters of credit, derivative instruments, and short-term investments. A deterioration of the financial market conditions could significantly increase our costs associated with borrowing. Our liquidity and our ability to access the credit and/or capital markets could also be adversely affected by changes in the financial markets and the global economy.

Worldwide political and economic developments could damage our operations and materially reduce our profitability and cash flows.

Local political and economic factors in global markets could have a material adverse effect on us. A total of 67 percent of our liquid hydrocarbon and natural gas sales volumes in 2010 was derived from production outside the United States and 72 percent of our proved liquid hydrocarbon and natural gas reserves as of December 31, 2010, were located outside the United States. All of our synthetic crude oil production and proved reserves are located in Canada. In addition, a significant portion of the feedstock requirements for our refineries is satisfied through supplies originating in Saudi Arabia, Kuwait, Canada, Mexico and various other foreign countries. We are, therefore, subject to the political, geographic and economic risks and possible terrorist activities attendant to doing business with suppliers located in, and supplies originating from, those areas. There are many risks associated with operations in countries and in global markets, such as Equatorial Guinea, Indonesia, Libya and the Iraqi Kurdistan Region, including

• changes in governmental policies relating to liquid hydrocarbon, natural gas, bitumen, synthetic crude oil or refined product pricing and taxation;

• other political, economic or diplomatic developments and international monetary fluctuations;

• political and economic instability, war, acts of terrorism and civil disturbances;

• the possibility that a government may seize our property with or without compensation, may attempt to renegotiate or revoke existing contractual arrangements or may impose additional taxes or royalty burdens; and

• fluctuating currency values, hard currency shortages and currency controls.

In recent weeks, civil unrest, which began in Tunisia, has spread to other parts of North Africa and the Middle East. There have been demonstrations by protestors demanding regime changes in countries such as Egypt, Libya, Yemen and Bahrain. Some of these demonstrations have been violent particularly in Libya where we have operations. If such unrest continues to spread, conflicts could result in civil wars, regional conflicts, and regime changes resulting in governments that are hostile to the United States. These may have the following results, among others:

• Volatility in global crude oil prices which could negatively impact the global economy, resulting in slower economic growth rates and reduced demand for our products;

• Negative impact on the world crude oil supply if transportation avenues are disrupted;

• Security concerns leading to the prolonged evacuation of our personnel;

• Damage to, or the inability to access, production facilities or other operating assets;

• Inability of our service and equipment providers to deliver items necessary for us to conduct our operations; and

• Imposition of trade sanctions by the U.S. government on Libya.

Continued hostilities in the Middle East and the occurrence or threat of future terrorist attacks could adversely affect the economies of the United States and other developed countries. A lower level of economic activity could result in a decline in energy consumption, which could cause our revenues and margins to decline and limit our future growth prospects. These risks could lead to increased volatility in prices for liquid hydrocarbons, natural gas and refined products. In addition, these risks could increase instability in the financial and insurance markets and make it more difficult for us to access capital and to obtain the insurance coverage that we consider adequate.

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Actions of governments through tax and other legislation, executive order and commercial restrictions could reduce our operating profitability, both in the United States and abroad. The U.S. government can prevent or restrict us from doing business in foreign countries. These restrictions and those of foreign governments have in the past limited our ability to operate in, or gain access to, opportunities in various countries and will continue to do so in the future.

Our operations are subject to business interruptions and casualty losses. We do not insure against all potential losses and therefore we could be seriously harmed by unexpected liabilities and increased costs.

Our exploration and production operations are subject to unplanned occurrences, including blowouts, explosions, fires, loss of well control, spills, hurricanes and other adverse weather, labor disputes and accidents. Our oil sands mining operations are subject to business interruptions due to breakdown or failure of equipment or processes and unplanned events such as fires, earthquakes, explosions or other interruptions. In addition, our refining, marketing and transportation operations are subject to business interruptions due to scheduled refinery turnarounds and unplanned events such as explosions, fires, pipeline ruptures or other interruptions, crude oil or refined product spills, severe weather and labor disputes. These same risks can be applied to the third-parties which transport crude oil and refined products to, from and among facilities. A prolonged disruption in the ability of any pipeline or vessels to transport crude oil or refined products could contribute to a business interruption or increase costs.

Our operations are also subject to the additional hazards of pollution, releases of toxic gas and other environmental hazards and risks, as well as hazards of marine operations, such as capsizing, collision, acts of piracy and damage or loss from severe weather conditions. These hazards could result in serious personal injury or loss of human life, significant damage to property and equipment, environmental pollution, impairment of operations and substantial losses to us. Various hazards have adversely affected us in the past, and damages resulting from a catastrophic occurrence in the future involving us or any of our assets or operations may result in our being named as a defendant in one or more lawsuits asserting potentially large claims or in our being assessed potentially substantial fines by governmental authorities. We maintain insurance against many, but not all, potential losses or liabilities arising from operating hazards in amounts that we believe to be prudent. Uninsured losses and liabilities arising from operating hazards could reduce the funds available to us for capital, exploration and investment spending and could have a material adverse effect on our business, financial condition, results of operations and cash flows. Historically, we have maintained insurance coverage for physical damage and resulting business interruption to our major onshore and offshore facilities, with significant self-insured retentions. In the future, we may not be able to maintain or obtain insurance of the type and amount we desire at reasonable rates. As a result of market conditions, premiums and deductibles for certain of our insurance policies have increased substantially and could escalate further. In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage. For example, due to hurricane activity in recent years, the availability of insurance coverage for our offshore facilities for windstorms in the Gulf of Mexico region has been reduced or, in many instances, it is prohibitively expensive. As a result, our exposure to losses from future windstorm activity in the Gulf of Mexico region has increased.

Litigation by private plaintiffs or government officials could adversely affect our performance.

We currently are defending litigation and anticipate that we will be required to defend new litigation in the future. The subject matter of such litigation may include releases of hazardous substances from our facilities, products liability, consumer credit or privacy laws, product pricing or antitrust laws or any other laws or regulations that apply to our operations. While an adverse outcome in most litigation matters would not be expected to be material to us, in some cases the plaintiff or plaintiffs seek alleged damages involving large classes of potential litigants, and may allege damages relating to extended periods of time or other alleged facts and circumstances. If we are not able to successfully defend such claims, they may result in substantial liability. We do not have insurance covering all of these potential liabilities. There has been a trend in recent years of litigation by attorneys general and other government officials seeking to recover civil damages from companies. We are defending litigation of that type and anticipate that we will be required to defend new litigation of that type in the future. In addition to substantial liability, litigation may also seek injunctive relief which could have an adverse effect on our future operations.

We may issue preferred stock whose terms could dilute the voting power or reduce the value of Marathon common stock.

Our restated certificate of incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such preferences, powers and relative, participating, optional and other rights, including preferences over Marathon common stock respecting dividends and distributions, as our Board of Directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of Marathon common stock. For example, we could grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the common stock.

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Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The location and general character of our principal liquid hydrocarbon and natural gas properties, oil sands mining properties and facilities, refineries, pipeline systems and other important physical properties have been described by segment under Item 1. Business. Except for oil and gas producing properties, including oil sands mines, which generally are leased, or as otherwise stated, such properties are held in fee. The plants and facilities have been constructed or acquired over a period of years and vary in age and operating efficiency. At the date of acquisition of important properties, titles were examined and opinions of counsel obtained, but no title examination has been made specifically for the purpose of this document. The properties classified as owned in fee generally have been held for many years without any material unfavorably adjudicated claim.

Net liquid hydrocarbon, natural gas, and synthetic crude oil sales volumes, with net bitumen production volumes are set forth in Item 8. Financial Statements and Supplementary Data – Supplemental Statistics. Estimated net proved liquid hydrocarbon, natural gas and synthetic crude oil reserves are set forth in Item 8. Financial Statements and Supplementary Data – Supplementary Information on Oil and Gas Producing Activities – Estimated Quantities of Proved Oil and Gas Reserves. The basis for estimating these reserves is discussed in Item 1. Business – Reserves.

Item 3. Legal Proceedings

We are defendant in a number of lawsuits arising in the ordinary course of business, including, but not limited to, royalty claims, contract claims and environmental claims. While the ultimate outcome and impact to us cannot be predicted with certainty, we believe that the resolution of these proceedings will not have a material adverse effect on our consolidated financial position, results of operations or cash flows. Certain of these matters are discussed below.

Environmental Proceedings

U.S. EPA Litigation

In 2006, we and other oil and gas companies joined the State of Wyoming in filing a petition for review against the U.S. EPA in the U.S. District Court for the District of Wyoming. These actions seek a court order mandating the U.S. EPA to disapprove Montana’s 2006 amended water quality standards, on grounds that the standards lack sound scientific justification, they are arbitrary and capricious, and were adopted contrary to law. The water quality amendments at issue could require more stringent discharge limits and have the potential to require certain Wyoming coal bed methane operations to perform more costly water treatment or inject produced water. Approval of these standards could delay or prevent obtaining permits needed to discharge produced water to streams flowing from Wyoming into Montana. In February 2008, the U.S. EPA approved Montana’s 2006 regulations, and we amended our petition for review. The court stayed this case while the U.S. EPA mediated the matter between Montana, Wyoming and the Northern Cheyenne tribe. The mediation was unsuccessful; however the Court ultimately vacated the U.S. EPA’s approval of the 2003 and 2006 Montana standards and remanded the matter to the U.S. EPA with instructions for reconsideration. The federal government filed a Notice of Appeal, but subsequently filed a voluntary Motion to dismiss which was granted by the District Court.

New Mexico Litigation

In December 2008, the State of New Mexico filed a state court suit against us alleging violations of the New Mexico Air Quality Control Act. The lawsuit arose out of a February 2008 notice of violation issued to our Indian Basin Natural Gas Plant. We believe there has been no adverse impact to public health or the environment, having implemented voluntary emission reduction measures over the years. We have finalized a consent order and the court has approved it. The order required a cash penalty of $610,560 plus plant compliance projects and supplemental environmental projects estimated to cost over $5 million. We paid the cash penalty of $610,560 and entered into a Supplemental Consent Decree, approved by the court on July 30, 2010, pursuant to which we would pay $2.7 million as a civil penalty in lieu of one of the proposed supplemental environmental projects. All of these payments were made on August 11, 2010. Installation of the plant compliance projects was completed on November 15, 2010, by the current operator of the plant. We were the operator and part owner of the plant through June 2009. We are working with the other plant owners to obtain reimbursement for their share of these costs. The State of New Mexico has agreed the case should be dismissed and the consent decree terminated. A draft joint motion to the court has been prepared and was submitted to NMED for approval.

Powder River Basin Litigation

The U.S. Bureau of Land Management (“U.S. BLM”) completed multi-year reviews of potential environmental impacts from coal bed methane development on federal lands in the Powder River Basin, including those in Wyoming. The U.S. BLM signed a Record of Decision (“ROD”) on April 30, 2003, supporting increased coal bed methane development.

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Plaintiff environmental and other groups filed suit in May 2003 in federal court against the U.S. BLM to stop coal bed methane development on federal lands in the Powder River Basin until the U.S. BLM conducted additional environmental impact studies. We intervened as a party in the ongoing litigation before the Wyoming Federal District Court. As these lawsuits to delay energy development in the Powder River Basin progressed through the courts, the U.S. BLM continued to process permits to drill under the ROD. During the last quarter of 2008, the Court ruled in U.S. BLM’s favor, finding its environmental studies and stewardship were adequate and protective under federal law. Plaintiffs appealed this ruling to the 10th Circuit Court of Appeals, which affirmed the district court’s decision on June 18, 2010. Plaintiffs did not seek certiorari from the Supreme Court of the United States in this matter. Thus, this matter is concluded.

Pipeline Enforcement Matters

The U.S. Department of Transportation Pipeline and Hazardous Materials Safety Administration (“PHMSA”) issued a Notice of Probable Violation (“NOPV”), Proposed Civil Penalty, and Proposed Compliance Order to Marathon Pipe Line LLC (“MPL”) related to the March 10, 2009 incident at St. James, Louisiana. PHMSA has proposed a civil penalty in the amount of approximately $1 million. PHMSA granted MPL extensions in which to respond to the Notice of Probable Violation. On January 25, 2011, MPL filed its request for a hearing in response to the NOPV.

Other Environmental Proceedings

The following is a summary of proceedings involving us that were pending or contemplated as of December 31, 2010, under federal and state environmental laws. Except as described herein, it is not possible to predict accurately the ultimate outcome of these matters; however, management’s belief set forth in the first paragraph under Legal Proceedings above takes such matters into account.

Claims under CERCLA and related state acts have been raised with respect to the clean-up of various waste disposal and other sites. CERCLA is intended to facilitate the clean-up of hazardous substances without regard to fault. Potentially responsible parties (“PRPs”) for each site include present and former owners and operators of, transporters to and generators of the substances at the site. Liability is strict and can be joint and several. Because of various factors including the difficulty of identifying the responsible parties for any particular site, the complexity of determining the relative liability among them, the uncertainty as to the most desirable remediation techniques and the amount of damages and clean-up costs and the time period during which such costs may be incurred, we are unable to reasonably estimate our ultimate cost of compliance with CERCLA.

The projections of spending for and/or timing of completion of specific projects provided in the following paragraphs are forward-looking statements. These forward-looking statements are based on certain assumptions including, but not limited to, the factors provided in the preceding paragraph. To the extent that these assumptions prove to be inaccurate, future spending for and/or timing of completion of environmental projects may differ materially from those stated in the forward-looking statements.

As of December 31, 2010, we had been identified as a PRP at a total of eight CERCLA waste sites. Based on currently available information, which is in many cases preliminary and incomplete, we believe that our liability for clean-up and remediation costs in connection with three of these sites will be under $100,000 and with one site will be under $200,000. As to two sites, we believe that our liability for clean-up and remediation costs will be under $1 million per site. As to the remaining two sites, we believe that our liability for clean-up and remediation costs will be under $4 million for one of the sites and over $5 million for the other site. In addition, there are four sites for which we have received information requests or other indications that we may be a PRP under CERCLA, but for which sufficient information is not presently available to confirm the existence of liability.

There are also 116 sites, excluding retail marketing outlets, where remediation is being sought under other environmental statutes, both federal and state, or where private parties are seeking remediation through discussions or litigation. Based on currently available information, which is in many cases preliminary and incomplete, we believe that liability for clean-up and remediation costs in connection with five of these sites will be under $100,000 per site, that 57 sites have potential costs between $100,000 and $1 million per site and that 28 sites may involve remediation costs between $1 million and $5 million per site. Twelve sites have incurred remediation costs equal to or greater than $5 million per site. With respect to the remaining 14 sites, Ashland Inc (“Ashland”) retains responsibility to us for remediation, subject to caps and other requirements contained in the agreements with Ashland related to the acquisition of Ashland’s minority interest in Marathon Petroleum Company LP in 2005. We estimate that we will be responsible for $11.4 million in remediation costs at these sites which will not be reimbursed by Ashland, and we have included this amount in our accrued environmental remediation liabilities as of December 31, 2010.

There is one site that involves a remediation program in cooperation with the Michigan Department of Environmental Quality (“MDEQ”) at a closed and dismantled refinery site located near Muskegon, Michigan. During the next 26 years, we anticipate spending approximately $5 million in remediation costs at this site. In 2011, interim remediation measures will continue to occur and appropriate site characterization and risk-based assessments nec

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essary for closure will be refined and may change the estimated future expenditures for this site. The closure strategy being developed for this site and ongoing work at the site are subject to approval by the MDEQ. Expenditures for remedial measures in 2010 and 2009 were $221,000 and $291,000, respectively, with expenditures for remedial measures in 2011 expected to be approximately $1.5 million.

We are subject to a pending enforcement matter with the Illinois Environmental Protection Agency and the Illinois Attorney General’s Office since 2002 concerning self-reporting of possible emission exceedences and permitting issues related to storage tanks at the Robinson, Illinois refinery. There were no developments in this matter in 2010.

During 2001, we entered into a New Source Review consent decree and settlement of alleged CAA and other violations with the U.S. EPA covering all of our refineries. The settlement committed us to specific control technologies and implementation schedules for environmental expenditures and improvements to our refineries over approximately an eight-year period, which are now substantially complete. In addition, we have been working on certain agreed-upon supplemental environmental projects as part of this settlement and these have been completed. As part of this consent decree, we were required to conduct evaluations of refinery benzene waste air pollution programs (benzene waste “NESHAPS”). Pursuant to a modification to our New Source Review consent decree, we have agreed with the U.S. Department of Justice and the U.S. EPA to pay a civil penalty of $408,000 and conduct supplemental environmental projects of approximately $1 million, as part of a settlement of an enforcement action for alleged Clean Air Act violations relating to benzene waste NESHAPS. This modification was finalized as of June 30, 2010, and the civil penalty has been paid.

OSHA previously announced a National Emphasis Program to inspect most domestic oil refineries. The inspections began in 2007 and focused on compliance with the OSHA Process Safety Management requirements. OSHA or state-equivalent agencies have conducted inspections at our Canton, Robinson, Catlettsburg, Detroit and Texas City refineries with agreed–to penalties of $321,500 and $135,000 imposed in Canton and Texas City, respectively. No penalties were imposed as a result of the other inspections. An inspection occurred at Garyville in 2010, however no enforcement action by OSHA or equivalent state agency has resulted.

In January 2011, the U.S. EPA notified us of 18 alleged violations of various statutory and regulatory provisions related to motor fuels, some of which we had previously self-reported to the U.S. EPA. No formal enforcement action has been commenced and no demand for penalties has been asserted by the U.S. EPA in connection with these alleged violations. However, it is possible that U.S. EPA could seek penalties in excess of $100,000 in connection with one or more of the alleged violations.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The principal market on which Marathon common stock is traded is the New York Stock Exchange. As of January 31, 2011, there were 52,216 registered holders of Marathon common stock.

The following table reflects high and low sales prices for Marathon common stock and the related dividend per share by quarter for the past two years:

	2010						2009
Dollars per share	High Price		Low Price		Dividends		High Price		Low Price		Dividends
Quarter 1	$	32.85	$	28.04	$	0.24	$	29.87	$	20.92	$	0.24
Quarter 2		34.11		30.19		0.25		33.41		27.08		0.24
Quarter 3		34.98		30.21		0.25		33.88		28.03		0.24
Quarter 4		37.03		33.07		0.25		35.27		30.48		0.24
Full Year		37.03		28.04		0.99		35.27		20.92		0.96

Dividends

Our Board of Directors intends to declare and pay dividends on Marathon common stock based on the financial condition and results of operations of Marathon Oil Corporation, although it has no obligation under Delaware law or the Restated Certificate of Incorporation to do so. In determining the dividend policy with respect to Marathon common stock, the Board will rely on our consolidated financial statements of Marathon. Dividends on Marathon common stock are limited to our legally available funds.

Issuer Purchases of Equity Securities

The following table provides information about purchases by Marathon and its affiliated purchaser during the quarter ended December 31, 2010, of equity securities that are registered by Marathon pursuant to Section 12 of the Securities Exchange Act of 1934:

	Column (a)			Column (b)		Column (c)		Column (d)
Period	Total Number of Shares Purchased (a)			Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (c)		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (c)
10/01/10 – 10/31/10		1,530		$	33.62		-	$	2,080,366,711
11/01/10 – 11/30/10		23,382		$	35.68		-	$	2,080,366,711
12/01/10 – 12/31/10		43,505	(b)	$	35.11		-	$	2,080,366,711
Total		68,417		$	35.27		-

^(a) 25,884 shares of restricted stock were delivered by employees to Marathon, upon vesting, to satisfy tax withholding requirements.

^(b) 42,533 shares were repurchased in open-market transactions to satisfy the requirements for dividend reinvestment under the Marathon Oil Corporation Dividend Reinvestment and Direct Stock Purchase Plan (the “Dividend Reinvestment Plan”) by the administrator of the Dividend Reinvestment Plan. Shares needed to meet the requirements of the Dividend Reinvestment Plan are either purchased in the open market or issued directly by Marathon.

^(c) We announced a share repurchase program in January 2006, and amended it several times in 2007 for a total authorized program of $5 billion. As of December 31, 2010, 66 million split adjusted common shares had been acquired at a cost of $2,922 million, which includes transaction fees and commissions that are not reported in the table above. No shares have been repurchased under this program since August 2008.

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Item 6. Selected Financial Data

(Dollars in millions, except as noted)	2010(a)		2009(b)(c)		2008(b)(c)(d)		2007(b)(c)(e)(f)		2006(b)(c)(g)
Statement of Income Data
Revenues	$	72,321	$	53,287	$	76,589	$	63,845	$	64,246
Income from continuing operations		2,568		1,184		3,384		3,766		4,787
Net income		2,568		1,463		3,528		3,956		5,234
Per Share Data
Basic :
Income from continuing operations	$	3.62	$	1.67	$	4.77	$	5.46	$	6.69
Net income	$	3.62	$	2.06	$	4.97	$	5.73	$	7.31
Diluted :
Income from continuing operations	$	3.61	$	1.67	$	4.75	$	5.42	$	6.63
Net income	$	3.61	$	2.06	$	4.95	$	5.69	$	7.25
Statement of Cash Flows Data
Additions to property, plant and equipment	$	4,762	$	6,231	$	6,989	$	3,757	$	3,325
Dividends paid		704		679		681		637		547
Dividends per share	$	0.99	$	0.96	$	0.96	$	0.92	$	0.76
Balance Sheet Data as of December 31:
Total assets	$	50,014	$	47,052	$	42,686	$	42,746	$	30,831
Total long-term debt, including capitalized leases		7,601		8,436		7,087		6,084		3,061

^(a) Includes long-lived asset impairments of $479 million primarily related to E&P segment assets (see Item 8. Financial Statements and Supplementary Data—Note 15 to the consolidated financial statements).

^(b) We have revised prior year amounts as discussed in Item 8. Financial Statements and Supplementary Data—Note 1 to the consolidated financial statements. Revenues were reduced by $183 million in 2009, $165 million in the 2008, $251 million in 2007 and $193 million in 2006; however, consolidated income did not change because an offsetting amount is in cost of revenues.

^(c) Our businesses in Ireland and Gabon were sold in 2009. Previous periods have been recast to reflect these businesses in discontinued operations.

^(d) Includes a $1,412 million impairment of goodwill related to the OSM reporting unit, (see Note 14 to the consolidated financial statements) and a $25 million after-tax impairment ($40 million pretax) related to our investments in ethanol producing companies.

^(e) On October 18, 2007, we completed the acquisition of all the outstanding shares of Western Oil Sands Inc.

^(f) Effective May 1, 2007, we no longer consolidate EGHoldings and our investment in EGHoldings is accounted for under the equity method of accounting; therefore, EGHoldings’ additions to property, plant and equipment subsequent to April 2007 are not included in our capital expenditures.

^(g) 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 previous accounting practices.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

We are a global integrated energy company with significant operations in North America, Africa and Europe. Our operations are organized into four reportable segments:

• Exploration and Production (“E&P”) which explores for, produces and markets liquid hydrocarbons and natural gas on a worldwide basis.

• Oil Sands Mining (“OSM”) which mines, extracts and transports bitumen from oil sands deposits in Alberta, Canada, and upgrades the bitumen to produce and market synthetic crude oil and vacuum gas oil.

• Integrated Gas (“IG”) which markets and transports products manufactured from natural gas, such as liquefied natural gas (“LNG”) and methanol, on a worldwide basis.

• Refining, Marketing & Transportation (“RM&T”) which refines, markets and transports crude oil and petroleum products, primarily in the Midwest, Gulf Coast and southeastern regions of the United States.

Certain sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations include forward-looking statements concerning trends or events potentially affecting our business. These statements typically contain words such as “anticipates,” “believes,” “estimates,” “expects,” “targets,” “plans,” “projects,” “could,” “may,” “should,” “would” or similar words indicating that future outcomes are uncertain. In accordance with “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, these statements are accompanied by cautionary language identifying important factors, though not necessarily all such factors, which could cause future outcomes to differ materially from those set forth in the forward-looking statements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the information under Item 1. Business, Item 1A. Risk Factors, Item 6. Selected Financial Data and Item 8. Financial Statements and Supplementary Data.

Plan to Create Independent Downstream Company

On January 13, 2011, the Board of Directors of Marathon Oil Corporation (“Marathon”) announced that it has approved moving forward with plans to spin off Marathon’s downstream (Refining, Marketing and Transportation) business, creating two independent energy companies: Marathon Petroleum Corporation (“MPC”) and Marathon Oil Corporation (“MRO”). To effect the spin-off, Marathon intends to distribute one share of MPC for every two shares of Marathon held at a record date to be determined. The transaction is expected to be effective June 30, 2011, with distribution of MPC shares shortly thereafter. A tax ruling request was submitted to the U.S. Internal Revenue Service (“IRS”) regarding the tax-free nature of the spin-off and Marathon anticipates a response during the second quarter of 2011.

Overview – Market Conditions

Exploration and Production

Prevailing prices for the various grades of crude oil and natural gas that we produce significantly impact our revenues and cash flows. Prices have been volatile in recent years, but both West Texas Intermediate crude oil and Dated Brent crude oil monthly average prices remained in the $75 to $85 per barrel range during much of 2010. Crude oil prices rose sharply through the first half of 2008 as a result of strong global demand, a declining dollar, ongoing concerns about supplies of crude oil, and geopolitical risk. Later in 2008, crude oil prices sharply declined as the U.S. dollar rebounded and global demand decreased as a result of economic recession. The price decrease continued into 2009, but reversed after dropping below $33.98 in February, ending the year 2009 at $79.36. The following table lists benchmark crude oil and natural gas price annual averages for the past three years.

Benchmark	2010		2009		2008
WTI crude oil (Dollars per barrel)	$	79.61	$	62.09	$	99.75
Dated Brent crude oil (Dollars per barrel)	$	79.50	$	61.67	$	97.26
Henry Hub natural gas (Dollars per mcf)(a)	$	4.39	$	3.99	$	9.04

^(a) First-of-month price index.

Our domestic crude oil production is about 73 percent sour. Sour crude contains more sulfur than light sweet WTI does. Sour crude oil also tends to be heavier than light sweet crude oil and sells at a discount to light sweet crude oil because of higher refining costs and lower refined product values. Our international crude oil production is relatively

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sweet and is generally sold in relation to the Dated Brent crude benchmark. The differential between WTI and Dated Brent average prices narrowed to $0.11 in 2010 compared to $0.42 in 2009 and $2.49 in 2008.

Natural gas prices on average were higher in 2010 than in 2009, although below the high levels experienced in 2008. A significant portion of our natural gas production in the lower 48 states of the U.S. is sold at bid-week prices or first-of-month indices relative to our specific producing areas. Our other major natural gas-producing regions are Europe and Equatorial Guinea, where our natural gas sales have been and, in the case of Equatorial Guinea primarily, still are subject to term contracts, making realized prices in these areas less volatile. The natural gas being sold from these regions, primarily Equatorial Guinea, are at fixed prices; therefore, our reported average natural gas realized prices may not fully track market price movements.

Oil Sands Mining

Oil Sands Mining segment revenues correlate with prevailing market prices for the various qualities of synthetic crude oil we produce. Roughly two-thirds of the normal output mix will track movements in WTI and one-third will track movements in the Canadian heavy sour crude oil marker, primarily Western Canadian Select. Output mix can be impacted by operational problems or planned unit outages at the mine or the upgrader.

The operating cost structure of the oil sands mining operations is predominantly fixed and therefore many of the costs incurred in times of full operation continue during production downtime. Per-unit costs are sensitive to production rates. Key variable costs are natural gas and diesel fuel, which track commodity markets such as the Canadian Alberta Energy Company (“AECO”) natural gas sales index and crude prices respectively.

The table below shows average benchmark prices that impact both our revenues and variable costs.

Benchmark	2010		2009		2008
WTI crude oil (Dollars per barrel)	$	79.61	$	62.09	$	99.75
Western Canadian Select (Dollars per barrel)(a)	$	65.31	$	52.13	$	79.59
AECO natural gas sales index (Dollars per mmbtu)(b)	$	3.89	$	3.49	$	7.74

^(a) Monthly pricing based upon average WTI adjusted for differentials unique to western Canada.

^(b) Monthly average Alberta Energy Company day ahead index.

Integrated Gas

Our integrated gas operations include marketing and transportation of products manufactured from natural gas, such as LNG and methanol, primarily in west Africa, the U.S. and Europe.

Our most significant LNG investment is our 60 percent ownership in a production facility in Equatorial Guinea, which sells LNG under a long-term contract at prices tied to Henry Hub natural gas prices. In 2010 and 2009, the gross sales from the plant were 3.7 million and 3.9 million metric tonnes, while in 2008, its first full year of operations, the plant sold 3.4 million metric tonnes. World LNG trade in 2010 has been estimated to be 219 million metric tonnes, while worldwide capacity increased approximately 31 million metric tonnes in 2010 as new LNG supply projects began operation. LNG demand also increased as global economics bounced back from the economic crisis. Long-term LNG continues to be in demand as markets seek the benefits of clean burning natural gas. Market prices for LNG are not reported or posted. In general, LNG delivered to the U.S. is tied to Henry Hub prices and will track with changes in U.S. natural gas prices, while LNG sold in Europe and Asia is indexed to crude oil prices and will track the movement of those prices.

We own a 45 percent interest in a methanol plant located in Equatorial Guinea through our investment in AMPCO. Gross sales of methanol from the plant totaled 850,605, 960,374 and 792,794 metric tonnes in 2010, 2009 and 2008. Methanol demand has a direct impact on AMPCO’s earnings. Because global demand for methanol is rather limited, changes in the supply-demand balance can have a significant impact on sales prices. World demand for methanol in 2010 has been estimated to be 45 million metric tonnes. Our plant capacity of 1.1 million metric tonnes is about 3 percent of total demand.

Refining, Marketing and Transportation

RM&T segment income depends largely on our refining and wholesale marketing gross margin, refinery throughputs and retail marketing gross margins for gasoline, distillates and merchandise.

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Our refining and wholesale marketing gross margin is the difference between the prices of refined products sold and the costs of crude oil and other charge and blendstocks refined, including the costs to transport these inputs to our refineries, the costs of purchased products and manufacturing expenses, including depreciation. The crack spread is a measure of the difference between market prices for refined products and crude oil, commonly used by the industry as a proxy for the refining margin. Crack spreads can fluctuate significantly, particularly when prices of refined products do not move in the same relationship as the cost of crude oil. As a performance benchmark and a comparison with other industry participants, we calculate Midwest (Chicago) and U.S. Gulf Coast crack spreads that we feel most closely track our operations and slate of products. Light Louisiana Sweet (“LLS”) crude oil prices and a 6-3-2-1 ratio of products (6 barrels of crude oil producing 3 barrels of gasoline, 2 barrels of distillate and 1 barrel of residual fuel) are used for the crack spread calculation.

Our refineries can process significant amounts of sour crude oil which typically can be purchased at a discount to sweet crude oil. The amount of this discount, the sweet/sour differential, can vary significantly causing our refining and wholesale marketing gross margin to differ from the crack spreads which are based upon sweet crude. In general, a larger sweet/sour differential will enhance our refining and wholesale marketing gross margin. In 2010, the sweet/sour differential widened, due to a variety of worldwide economic and petroleum industry related factors, including higher hydrocarbon demand. The sweet/sour differential widening contributed to the increase in our 2010 refining and wholesale marketing gross margin compared to 2009. In 2009, the sweet/sour differential narrowed, due to a variety of worldwide economic and petroleum industry related factors, primarily related to lower hydrocarbon demand. Sour crude accounted for 54 percent, 50 percent and 52 percent of our crude oil processed in 2010, 2009 and 2008.

The following table lists calculated average crack spreads for the Midwest (Chicago) and Gulf Coast markets and the sweet/sour differential for the past three years.

(Dollars per barrel)	2010		2009		2008
Chicago LLS 6-3-2-1	$	3.04	$	3.52	$	3.27
U.S. Gulf Coast LLS 6-3-2-1	$	2.14	$	2.54	$	2.45
Sweet/Sour differential(a)	$	7.71	$	5.82	$	11.99

^(a) Calculated using the following mix of crude types as compared to LLS: 15% Arab Light, 20% Kuwait, 10% Maya, 15% Western Canadian Select, 40% Mars.

In addition to the market changes indicated by the crack spreads and sweet/sour differential, our refining and wholesale marketing gross margin is impacted by factors such as:

• the types of crude oil and other charge and blendstocks processed,

• the selling prices realized for refined products,

• the impact of commodity derivative instruments used to manage price risk,

• the cost of products purchased for resale, and

• changes in manufacturing costs, which include depreciation.

Manufacturing costs are primarily driven by the cost of energy used by our refineries and the level of maintenance costs. Planned major maintenance activities, or turnarounds, requiring temporary shutdown of certain refinery operating units, are periodically performed at each refinery. Planned turnaround and major maintenance activities were completed at our Garyville, Louisiana; Catlettsburg, Kentucky; Detroit, Michigan; Texas City, Texas and Robinson, Illinois refineries in 2010. This compares turnarounds and major maintenance activities that were completed at our Catlettsburg, Robinson and Garyville refineries in 2009 and at our Catlettsburg, Garyville, Robinson and Canton, Ohio, refineries in 2008.

Our retail marketing gross margin for gasoline and distillates, which is the difference between the ultimate price paid by consumers and the cost of refined products, including secondary transportation and consumer excise taxes, also impacts RM&T segment profitability. There are numerous factors including local competition, seasonal demand fluctuations, the available wholesale supply, the level of economic activity in our marketing areas and weather conditions that impact gasoline and distillate demand throughout the year. After decreasing in 2008 and 2009, refined product demand for the U.S. increased in 2010 associated with the slow economic recovery. For our marketing area, we estimate a distillate demand increase of eight percent in 2010 while gasoline demand remained constant from 2009 levels. For 2009, gasoline demand declined about one percent and distillate demand declined about 12 percent from 2008 levels. The product margin that we can realize generally increases or decrease along with market demand for gasoline and distillates. The gross margin on merchandise sold at retail outlets has been historically less volatile.

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2010 Highlights

E&P Segment

• Expanded opportunities in unconventional, liquids-rich U.S. resource plays: the Niobrara in southeast Wyoming and northern Colorado, Oklahoma’s Anadarko Woodford Shale, the Eagle Ford Shale in south Texas and the Bakken Shale in western North Dakota.

• Acquired positions in four exploration blocks in the Iraqi Kurdistan Region.

• Continued Bakken Shale production ramp-up, added a sixth rig in the third quarter.

• Added ten onshore exploration licenses with shale gas potential in Poland for a total of 11 licenses.

• Continued successful exploration program in Libya with seven discoveries.

• Commenced production from the deepwater Gulf of Mexico Droshky development in Green Canyon Block 244.

OSM Segment

• Commenced start-up of the Canadian Jackpine Mine operations in the third quarter, with an ongoing phased start-up of the expanded upgrader operations.

Reserves

• Added net proved reserves, for the E&P and OSM segments combined, of 112 mmboe, excluding dispositions.

IG Segment

• Achieved operational availability of better than 97 percent at the Equatorial Guinea LNG facility during the year.

Refining, Marketing and Transportation Segment

• Completed full integration of refinery units added as part of the Garyville Major Expansion project and realized increased refining capacity.

• Progressed construction of the Detroit Heavy Oil Upgrading Project to approximately 50 percent as of year-end, with completion expected in the second half of 2012.

• Increased Speedway same store gasoline sales volumes and merchandise sales 3 percent and 4 percent respectively, compared to 2009.

• Speedway^® named best gasoline brand in the nation in its category, by the 2010 EquiTrend^® Brand Study, for the second consecutive year.

Divestitures

• Sold an undivided 20 percent outside-operated interest in the Production Sharing Contract and Joint Operating Agreement in Block 32 offshore Angola in February 2010.

• Sold our St. Paul Park, Minnesota, refinery (including associated terminal, tankage and pipeline investments) and 166 SuperAmerica retail outlets, plus related inventories in December 2010.

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Consolidated Results of Operations: 2010 compared to 2009

Revenues are summarized in the following table:

(In millions)	2010			2009
E&P	$	11,019		$	7,949
OSM		920			723
IG		150			50
RM&T		62,487			45,530
Segment revenues		74,576			54,252
Elimination of intersegment revenues		(2,255	)		(1,037	)
Gain on U.K. natural gas contracts		-			72
Total revenues	$	72,321		$	53,287
Items included in both revenues and costs:
Consumer excise taxes on petroleum products and merchandise	$	5,208		$	4,924

E&P segment revenues increased $3,070 million from 2009 to 2010, primarily due to higher average liquid hydrocarbon and natural gas realizations, slightly offset by lower liquid hydrocarbon and natural gas sales volumes. On average, our net worldwide liquid hydrocarbon realizations were 30 percent higher in 2010 than in 2009 and our net worldwide natural gas realizations were 13 percent higher. While liquid hydrocarbon sales volumes in 2010 benefited from the Droshky development in the Gulf of Mexico, which commenced production mid-year 2010, sales volumes were lower overall. The lower sales volumes in 2010 were primarily the result of a turnaround that was completed in the second quarter of 2010 at the production facilities in Equatorial Guinea, natural field declines and 2009 asset dispositions.

	2010		2009
E&P Operating Statistics
Net Liquid Hydrocarbon Sales (mbpd)(a)
United States		70		64
Europe		92		92
Africa		83		87
Total International		175		179
Worldwide Continuing Operations		245		243
Discontinued Operations(b)		-		5
Worldwide		245		248
Natural Gas Sales (mmcfd)
United States		364		373
Europe(c)		105		138
Africa		409		430
Total International		514		568
Worldwide Continuing Operations		878		941
Discontinued Operations(b)		-		17
Worldwide		878		958
Total Worldwide Sales (mboepd)
Continuing Operations		391		400
Discontinued Operations(b)		-		7
Worldwide		391		407

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	2010		2009
E&P Operating Statistics
Average Realizations(d)
Liquid Hydrocarbons (per bbl)
United States	$	72.30	$	54.67
Europe		81.95		64.46
Africa		71.71		53.91
Total International		77.11		59.31
Worldwide Continuing Operations		75.73		58.09
Discontinued Operations(b)		-		56.47
Worldwide	$	75.73	$	58.06
Natural Gas (per mcf)
United States	$	4.71	$	4.14
Europe		7.10		4.90
Africa		0.25		0.25
Total International		1.65		1.38
Worldwide Continuing Operations		2.91		2.47
Discontinued Operations(b)		-		8.54
Worldwide	$	2.91	$	2.58

^(a) Includes crude oil, condensate and natural gas liquids. The amounts correspond with the basis for fiscal settlements with governments, representing equity tanker liftings and direct deliveries of liquid hydrocarbons.

^(b) Our businesses in Ireland and Gabon were sold in 2009 and were reported as discontinued operations.

^(c) Includes natural gas acquired for injection and subsequent resale of 18 mmcfd and 22 mmcfd in 2010 and 2009.

^(d) Excludes gains and losses on derivative instruments and the unrealized effects of U.K. natural gas contracts that are accounted for as derivatives.

E&P segment revenues included derivative gains of $95 million and losses of $13 million in 2010 and 2009. Excluded from E&P segment revenues were gains of $72 million in 2009 related to natural gas sales contracts in the U.K. that were accounted for as derivative instruments. These U.K contracts expired in September 2009.

OSM segment revenues increased $197 million from 2009 to 2010. Revenues were impacted by net gains of $25 million and $13 million in 2010 and 2009 on derivative instruments. Excluding the derivatives impact, the increase in revenue reflects the 26 percent increase in synthetic crude oil realizations. Synthetic crude oil sales volumes were lower in 2010 due to the impact of the planned turnaround at the Muskeg River mine and upgrader that began March 22, 2010 and halted production in April before a staged resumption of operations in May.

RM&T segment revenues increased $16,957 million from 2009 to 2010 due to relative price level changes and increased refined product sales volumes. The increase in sales volumes is primarily related to production from the Garyville, Louisiana refinery expansion. The table below shows the average annual refined product benchmark prices for our marketing area:

(Dollars per gallon)	2010		2009
Chicago Spot Unleaded regular gasoline	$	2.09	$	1.68
Chicago Spot Ultra-low sulfur diesel	$	2.17	$	1.66
U.S. Gulf Coast Spot Unleaded regular gasoline	$	2.05	$	1.64
U.S. Gulf Coast Spot Ultra-low sulfur diesel	$	2.16	$	1.66

Income from equity method investments increased $116 million in 2010 from 2009 primarily as the result of higher commodity prices on the earnings of many of our equity investees in 2010.

Net gain on disposal of assets in 2010 is related the pretax gain of $811 million on the sale of a 20 percent outside-operated interest in our E&P segment’s Production Sharing Contract and Joint Operating Agreement in Block 32 offshore Angola. In 2009, we sold our operated and a portion of our outside-operated Permian Basin producing assets in New Mexico and west Texas, plus sales of other oil and gas properties and retail stores.

Cost of revenues increased $16,357 million from 2009 to 2010. The increase was primarily in the RM&T segment resulting from higher acquisition costs of crude oil and increased crude oil volume, primarily associated with increased production from our Garyville refinery.

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Depreciation, depletion and amortization increased $361 million in 2010 from 2009. The DD&A increase in the RM&T segment was related to the Garyville expansion being put into service at the end of 2009. In the E&P segment, the DD&A increase was primarily related to the higher sales volumes at a higher rate of DD&A per barrel on our domestic E&P assets.

Long-lived asset impairment in 2010 includes $423 million related to our Powder River Basin field in the first quarter, as well as smaller impairments to other E&P segment fields due to reductions in estimated reserves, reduced drilling expectations and declining natural gas prices. See Item 8. Financial Statements and Supplementary Data—Note 15 to the consolidated financial statements for further information about the impairments.

Provision for income taxes increased $297 million from 2009 to 2010 primarily due to the increase in pretax income. The effective rate, however, decreased from 66 percent in 2009 to 50 percent in 2010. The effective tax rate is influenced by the geographical mix of income and related tax expense. In 2009 more income was generated in high tax jurisdictions than in 2010. In addition, in 2009, it was determined that we may not be able to realize all recorded foreign tax benefits and therefore a valuation allowance was recorded against these benefits. See Item 8. Financial Statements and Supplementary Data—Note 10 to the consolidated financial statements.

Discontinued operations reflect the 2009 disposal of our E&P businesses in Ireland and Gabon and the historical results of those operations, net of tax, for all periods presented. See Item 8. Financial Statements and Supplementary Data—Note 6 to the consolidated financial statements.

Segment Results: 2010 compared to 2009

Segment income for 2010 and 2009 is summarized and reconciled to net income in the following table.

(In millions)	2010			2009
E&P
United States	$	250		$	55
International		1,690			1,166
E&P segment		1,940			1,221
OSM		(50	)		44
IG		142			90
RM&T		682			464
Segment income		2,714			1,819
Items not allocated to segments, net of income taxes:
Corporate and other unallocated items		(180	)		(422	)
Foreign currency effects on tax balances		32			(319	)
Gain on disposal of assets		407			114
Impairments(a)		(303	)		(45	)
Gain on U.K. natural gas contracts(b)		-			37
Deferred income taxes -tax legislation changes		(45	)		-
Loss on early extinguishment of debt		(57	)		-
Discontinued operations		-			279
Net income	$	2,568		$	1,463

^(a) Impairments in 2010 include a $262 million impairment ($423 million pretax) of our Powder River Basin field, a $9 million ($15 million pretax) writeoff of the remaining contingent proceeds from the sale of the Corrib natural gas development, a $15 million after-tax impairment ($25 million pretax) related to our investments in gas technology, and a $17 million impairment ($28 million pretax) related to a plant that manufactures maleic anhydride. (See Item 8. Financial Statements and Supplementary Data—Note 15 to the consolidated financial statements.) Impairments in 2009 reflect a $45 million ($70 million pretax) writeoff of a portion of the contingent proceeds from the sale of the Corrib natural gas development. (See Item 8. Financial Statements and Supplementary Data—Note 9 to the consolidated financial statements). Impairments in 2008 include the $1,412 million impairment of goodwill related to the OSM reporting unit (See Item 8. Financial Statements and Supplementary Data—Note 14 to the consolidated financial statements) and the $25 million impairment ($40 million pretax) related to our investments in ethanol producing companies.

^(b) Amounts relate to natural gas contracts in the U. K. that are accounted for as derivative instruments and recorded at fair value.

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United States E&P income increased $195 million from 2009 to 2010. The majority of the income increase was primarily due to higher liquid hydrocarbon and natural gas realizations in 2009, along with higher liquid hydrocarbon sales volumes, partially offset by higher DD&A and higher exploration and operating costs. Exploration expenses were $275 million for the year 2010, compared to $153 million for 2009, reflecting increased geological and geophysical spending focused on shale plays and exploration dry well expense, primarily in the Flying Dutchman well in the Gulf of Mexico.

International E&P income increased $524 million from 2009 to 2010. This increase was primarily related to higher liquid hydrocarbon and natural gas realizations, partially offset by higher exploration expenses and income taxes. Exploration expenses were $223 million for the full year 2010, compared to $154 million for 2009, reflecting higher dry well expense with dry wells in Indonesia, Norway and Equatorial Guinea.

OSM segment income decreased $94 million from 2009 to 2010. Cost increases in 2010 associated with the planned turnaround at the AOSP and the Jackpine Mine start-up were in excess of the revenue increase previously discussed. Results for 2010 included after-tax gains on crude oil derivative instruments of $19 million, while the impact of derivatives on the 2009 periods was not significant.

IG segment income increased $52 million from 2009 to 2010. The increase in income was primarily the result of higher realizations for LNG and methanol.

RM&T segment income increased $218 million from 2009 to 2010, as a result of the increase in our refining and wholesale marketing gross margin per gallon from 6.10 cents in 2009 to 7.06 cents in 2010. The gross margin increase is primarily a result of a 32 percent widening of the sweet/sour differential, thereby decreasing the relative cost of crude processed by our refineries. The widening of the sweet/sour differential resulted from a variety of worldwide economic and petroleum industry related factors.

Also contributing to the increase in segment income were increases in our crude throughputs. We averaged 1,173 mbpd of crude oil throughput in 2010 compared to 957 mbpd in 2009 and increased our sour crude throughput by approximately 4 percent. Total refinery throughputs averaged 1,335 mbpd in 2010 compared to 1,153 mbpd in 2009. These throughputs were higher in 2010 than in 2009 primarily due to the Garyville refinery expansion, slightly offset by the reduction caused by the sale of the St. Paul Park refinery effective December 1, 2010 These favorable impacts to segment income were partially offset by increased manufacturing costs incurred related to the additional units at the Garyville refinery.

Included in the refining and wholesale marketing gross margins were pretax derivative losses of $29 million in 2010 and $83 million in 2009. For a more complete explanation of our strategies to manage market risk related to commodity prices, see Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

The following table includes certain key operating statistics for the RM&T segment for 2010 and 2009.

RM&T Operating Statistics	2010		2009
Refining and wholesale marketing gross margin (Dollars per gallon)(a)	$	0.0706	$	0.0610
Refined products sales volumes (Thousands of barrels per day)		1,585		1,378

^(a) Sales revenue less cost of refinery inputs, purchased products and manufacturing expenses, including depreciation.

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Consolidated Results of Operations: 2009 compared to 2008

Revenues are summarized in the following table:

(In millions)	2009			2008
E&P	$	7,949		$	12,246
OSM		723			1,213
IG		50			93
RM&T		45,530			64,481
Segment revenues		54,252			78,033
Elimination of intersegment revenues		(1,037	)		(1,662	)
Gain on U.K. natural gas contracts		72			218
Total revenues	$	53,287		$	76,589
Items included in both revenues and costs:
Consumer excise taxes on petroleum products and merchandise	$	4,924		$	5,065

E&P segment revenues decreased $4,297 million from 2008 to 2009, primarily due to lower average liquid hydrocarbon and natural gas realizations, partially offset by higher liquid hydrocarbon and natural gas sales volumes. On average, our net worldwide liquid hydrocarbon realizations were 35 percent lower in 2009 than in 2008 and our net worldwide natural gas realizations were 46 percent lower. Liquid hydrocarbon sales volumes in 2009 benefited from a full year production from both the Alvheim/Vilje development offshore Norway and the Neptune development in the Gulf of Mexico, which commenced production mid-year 2008. Natural gas sales volumes from Equatorial Guinea increased almost 16 percent from 2008 to 2009, more than making up for decreased sales as a result of our property divestitures in the Permian Basin of the U.S., Ireland and Norway. Because the majority of the natural gas sales increase was fixed-price sales to the LNG production facility in Equatorial Guinea, our average international natural gas realizations decreased by more than the market in general. Our share of the income ultimately generated by the subsequent export of LNG produced by EGHoldings, as well as methanol produced by AMPCO, is reflected in our Integrated Gas segment as discussed below.

	2009		2008
E&P Operating Statistics
Net Liquid Hydrocarbon Sales (mbpd)(a)
United States		64		63
Europe		92		55
Africa		87		87
Total International		179		142
Worldwide Continuing Operations		243		205
Discontinued Operations(b)		5		6
Worldwide		248		211
Natural Gas Sales (mmcfd)
United States		373		448
Europe(c)		138		161
Africa		430		370
Total International		568		531
Worldwide Continuing Operations		941		979
Discontinued Operations(b)		17		37
Worldwide		958		1,016
Total Worldwide Sales (mboepd)
Continuing Operations		400		369
Discontinued Operations(b)		7		12
Worldwide		407		381

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	2009		2008
E&P Operating Statistics
Average Realizations(d)
Liquid Hydrocarbons (per bbl)
United States	$	54.67	$	86.68
Europe		64.46		90.60
Africa		53.91		89.85
Total International		59.31		90.14
Worldwide Continuing Operations		58.09		89.07
Discontinued Operations(b)		56.47		96.41
Worldwide	$	58.06	$	89.29
Natural Gas (per mcf)
United States	$	4.14	$	7.01
Europe		4.90		7.67
Africa		0.25		0.25
Total International		1.38		2.50
Worldwide Continuing Operations		2.47		4.56
Discontinued Operations(b)		8.54		9.62
Worldwide	$	2.58	$	4.75

^(a) Includes crude oil, condensate and natural gas liquids. The amounts correspond with the basis for fiscal settlements with governments, representing equity tanker liftings and direct deliveries of liquid hydrocarbons.

^(b) Our businesses in Ireland and Gabon were sold in 2009. All periods have been recast to reflect these businesses as discontinued operations.

^(c) Includes natural gas acquired for injection and subsequent resale of 22 mmcfd and 32 mmcfd in 2009 and 2008.

^(d) Excludes gains and losses on derivative instruments and the unrealized effects of U.K. natural gas contracts that are accounted for as derivatives.

E&P segment revenues included derivative losses of $13 million in 2009 and gains of $22 million in 2008. Excluded from E&P segment revenues were gains of $72 million in 2009 and $218 million in 2008 related to natural gas sales contracts in the U.K. that were accounted for as derivative instruments. These U.K contracts expired in September 2009.

OSM segment revenues decreased $490 million from 2008 to 2009. Revenues were impacted by net gains of $13 million in 2009 and $48 million in 2008 on derivative instruments, which expired December 2009. Excluding the derivatives, the decrease in revenue reflects the almost 40 percent decline in synthetic crude oil realizations. Synthetic crude oil sales volumes were consistent between the years.

RM&T segment revenues decreased $18,951 million from 2008 to 2009 matching relative price level changes. While our overall refined product sales volumes in 2009 were relatively unchanged compared to 2008, the level of average petroleum prices declined significantly as shown in Item 1. Business—Refining, Marketing and Transportation. The level of crude oil prices has a direct influence on our refined product prices. The table below shows the average annual refined product benchmark prices for our marketing area.

(Dollars per gallon)	2009		2008
Chicago Spot Unleaded regular gasoline	$	1.68	$	2.50
Chicago Spot Ultra-low sulfur diesel	$	1.66	$	2.95
U.S. Gulf Coast Spot Unleaded regular gasoline	$	1.64	$	2.48
U.S. Gulf Coast Spot Ultra-low sulfur diesel	$	1.66	$	2.93

Sales to related parties decreased in 2009 as a result of the sale of our interest in Pilot Travel Centers LLC (“PTC”) during the fourth quarter of 2008.

Income from equity method investments decreased $467 million in 2009 from 2008 primarily as the result of lower commodity prices on the earnings of many of our equity investees in 2009 and the sale of our equity method investment in PTC during the fourth quarter of 2008.

Net gain on disposal of assets in 2009 includes our gain on the sale of our operated and a portion of our outside-operated Permian Basin producing assets in New Mexico and west Texas, plus sales of other oil and gas properties and retail stores. In 2008, we sold our outside-operated interests (24 percent of Heimdal field, 47 percent of Vale field and 20 percent of Skirne field) and associated undeveloped acreage in offshore Norway and our share of the PTC joint venture in 2008.

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Cost of revenues decreased $19,135 million from 2008 to 2009. The largest decreases were in the RM&T segment and resulted from lower acquisition costs of crude oil. Acquisition costs for refinery charge and blendstocks and for purchased refined products also decreased. In our other segments, lower commodity prices and the related lower energy costs also contributed to the lower cost of revenues.

Depreciation, depletion and amortization increased $496 million in 2009 from 2008. The increase in 2009 primarily relates to higher sales volumes, particularly from the Alvheim/Vilje development offshore Norway and the Neptune development in the Gulf of Mexico, both of which commenced production mid-year 2008.

Goodwill impairment expense of $1,412 million in 2008 relates to our OSM reporting unit. There were no such impairments in 2009. See Item 8. Financial Statements and Supplementary Data—Note 14 to the consolidated financial statements for further information about the impairment.

Net interest and other financial costs increased $121 million from 2008 to 2009. Interest income decreased due to substantially lower interest rates, although average cash balances were higher in 2009. While interest expense increased due to the February 2009 issuance of $1.5 billion in senior notes, increased capitalized interest related to our capital projects offset the impact. We recorded a writeoff of a portion of the contingent proceeds from the sale of the Corrib natural gas development in the fourth quarter of 2009 by $70 million on the basis of new public information regarding the pipeline that would transport gas from the Corrib development.

Provision for income taxes decreased $1,110 million from 2008 to 2009 primarily due to the reduction in pretax income. The effective rate, however, increased from 50 percent in 2008 to 66 percent in 2009. The effective tax rate is influenced by the geographical mix of income and related tax expense. In 2009 more income was generated in high tax jurisdictions than in 2008. Also contributing to the increase in the effective tax rate is the remeasurement of foreign currency denominated tax balances to U.S. dollars. In 2009 the remeasurement provided a $319 million tax charge compared to a $249 million tax benefit in 2008. See Item 8. Financial Statements and Supplementary Data—Note 10 to the consolidated financial statements.

Discontinued operations reflect the current year disposal of our E&P businesses in Ireland and Gabon and the historical results of those operations, net of tax, for all periods presented. See Item 8. Financial Statements and Supplementary Data—Note 6 to the consolidated financial statements.

Segment Results: 2009 compared to 2008

Segment income for 2009 and 2008 is summarized and reconciled to net income in the following table.

(In millions)	2009			2008
E&P
United States	$	55		$	869
International		1,166			1,687
E&P segment		1,221			2,556
OSM		44			258
IG		90			302
RM&T		464			1,179
Segment income		1,819			4,295
Items not allocated to segments, net of income taxes:
Corporate and other unallocated items		(422	)		(75	)
Foreign currency effects on tax balances		(319	)		249
Impairments(a)		(45	)		(1,437	)
Gain on U.K. natural gas contracts(b)		37			111
Gain on disposal of assets		114			241
Discontinued operations		279			144
Net income	$	1,463		$	3,528

^(a) Impairments in 2009 reflect $45 million ($70 million pretax) writeoff of a portion of the contingent proceeds from the sale of the Corrib natural gas development (See Item 8. Financial Statements and Supplementary Data—Note 9 to the consolidated financial statements) that was recorded the fourth quarter of 2009 on the basis of new public information regarding the pipeline that would transport gas from the Corrib development. Impairments in 2008 include a $1,412 million impairment of goodwill related to the OSM reporting unit (See Item 8. Financial Statements and Supplementary Data—Note Note 14 to the consolidated financial statements) and a $25 million after-tax impairment ($40 million pretax) related to our investments in ethanol producing facilities.

^(b) Amounts relate to natural gas contracts in the U. K. that are accounted for as derivative instruments and recorded at fair value.

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United States E&P income decreased $814 million, or 94 percent, from 2008 to 2009. The majority of the income decrease was due to liquid hydrocarbon and natural gas realizations averaging almost 40 percent lower than in 2008, as well as lower natural gas sales volumes and higher DD&A, partially offset by lower operating costs and exploration expenses. Exploration expenses were $153 million for the year 2009, compared to $238 million for 2008, reflecting decreased geological and geophysical spending and lower exploration dry well expense.

International E&P income decreased $521 million, or 31 percent, from 2008 to 2009. The majority of the income decrease is tied to lower liquid hydrocarbon and natural gas realizations and overall higher DD&A, primarily associated with a full year of Alvheim production. The revenue impact of lower realizations was partially offset by improved sales volumes from Norway and Equatorial Guinea. Additionally, operating costs and exploration expenses were lower. Exploration expenses were $154 million for the full year 2009, compared to $251 million for 2008, reflecting lower dry well expense and decreased geological and geophysical spending.

OSM segment income decreased $214 million, or 83 percent, from 2008 to 2009. The majority of the decrease in income for 2009 was due to synthetic crude oil realizations averaging almost 40 percent lower than in 2008, partially offset by lower blendstock and energy costs. Results for 2008 included after-tax gains on crude oil derivative instruments of $32 million, while the impact of derivatives on the 2009 periods was not significant. Those derivative instruments expired December 2009 (see Item 7A. Quantitative and Qualitative Disclosures about Market Risk).

IG segment income decreased $212 million, or 70 percent, from 2008 to 2009. The decrease in income was primarily the result of lower realizations for LNG and methanol. As evidenced by higher sales volumes, strong operational reliability at the EG LNG facility throughout 2009 partially offset the impact of lower prices. The LNG production facility averaged higher than 95 percent operational availability during 2009. We hold a 60 percent interest in the facility.

RM&T segment income decreased $715 million, or 61 percent, from 2008 to 2009, primarily as a result of the decrease in our refining and wholesale marketing gross margin per gallon from 11.66 cents in 2008 to 6.10 cents in 2009. The gross margin decline is a result of a 52 percent narrowing of the sweet/sour differential, thereby increasing the relative cost of crude processed by our refineries. The narrowing of the sweet/sour differential resulted from a variety of worldwide economic and petroleum industry related factors primarily related to lower hydrocarbon demand.

Included in the refining and wholesale marketing gross margins were pretax derivative losses of $83 million in 2009 and $87 million in 2008. For a more complete explanation of our strategies to manage market risk related to commodity prices, see Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

We averaged 957 mbpd of crude oil throughput in 2009 and 944 mbpd in 2008. Total refinery throughputs averaged 1,153 mbpd in 2009 compared to 1,151 mbpd in 2008. Crude and total throughputs were lower in 2008 than in 2009 in part due to the impact that hurricanes and other weather related events had on our operations in 2008.

The following table includes certain key operating statistics for the RM&T segment for 2009 and 2008.

RM&T Operating Statistics	2009		2008
Refining and wholesale marketing gross margin (Dollars per gallon)(a)	$	0.0610	$	0.1166
Refined products sales volumes (Thousands of barrels per day)		1,378		1,352

^(a) Sales revenue less cost of refinery inputs, purchased products and manufacturing expenses, including depreciation.

Management’s Discussion and Analysis of Financial Condition, Cash Flows and Liquidity

Cash Flows

Net cash provided from operating activities totaled $5,873 million in 2010 compared to $5,268 million in 2009 and $6,752 million in 2008. The $605 million increase in 2010 reflects the impact of higher average realized prices in 2010. The $1,484 million decrease in 2009 primarily reflects the impact of lower average realized prices in 2009.

Net cash used in investing activities totaled $2,621 million in 2010, compared with $5,238 million in 2009 and $5,405 million in 2008. Significant investing activities include additions to property, plant and equipment and asset disposals.

The most significant additions to property, plant and equipment relate to our long-term projects, which cross several years. In our E&P segment, exploration and development projects in Angola impacted all three years. Development and completion of the Alvheim/Vilje project affected 2008, with other developments in the area in 2009 and 2010. Beginning in 2008, spending on U.S. exploration and development projects in the Gulf of Mexico and unconventional resource plays became a more significant portion of our additions to property, plant and equipment. In the OSM segment, the AOSP Expansion 1 began in 2008 and continued through most 2010. In our RM&T segment, the expansion of our Garyville,

47

Louisiana, refinery affected 2008 and 2009. Also in RM&T, the expansion and upgrading of our Detroit, Michigan refinery commenced in 2007 with front-end engineering and design work and construction in 2008 through 2010.

Disposal of assets totaled $2,131 million, $865 million and $999 million in 2010, 2009 and 2008. In 2010, we closed the sale of our 20 percent outside-operated undivided interest in the Production Sharing Contract and Joint Operating Agreement in Block 32 offshore Angola for $1.3 billion. Additionally, our RM&T segment’s assets in Minnesota were sold in December 2010. In 2009, we sold all of our operated and outside-operated interests in Ireland and Gabon, reporting the disposals as discontinued operations. We also sold our operated and a portion of our outside-operated Permian Basin producing assets in New Mexico and west Texas. In 2008, disposal of assets included proceeds from the sale of our outside-operated interests and related undeveloped acreage in Norway and our share of PTC. See Note 6 to the consolidated financial statements for more information about dispositions.

Net cash used in financing activities totaled $1,358 million in 2010, compared with cash provided from financing activities of $724 million in 2009 and cash used in financing activities of $1,193 million in 2008. In 2010, $500 million aggregate principal value of debt was repaid at a weighted average price of 117 percent of face value under two tender offers. Sources of cash included the issuance of $1.5 billion in senior notes in 2009, the issuance of $1.0 billion in senior notes in 2008. Repayments of debt and common stock repurchases under our share repurchase plan were significant uses of cash in 2008, while dividend payments impacted every year.

Liquidity and Capital Resources

Our main sources of liquidity are cash and cash equivalents, internally generated cash flow from operations, the issuance of notes, and our $3.0 billion committed revolving credit facility. Because of the alternatives available to us, including internally generated cash flow and access to capital markets, we believe that our short-term and long-term liquidity is adequate to fund not only our current operations, but also our near-term and long-term funding requirements including our capital spending programs, share repurchase program, dividend payments, defined benefit plan contributions, repayment of debt maturities and other amounts that may ultimately be paid in connection with contingencies.

2011 Activities on Plan to Create Independent Downstream Company

On February 1, 2011, MPC, currently a wholly owned subsidiary of Marathon, completed a private placement of three series of Senior Notes aggregating $3 billion (the “Notes”). The Notes are intended to establish a minimum $750 million initial cash balance for MPC upon the planned spin off of Marathon’s downstream business. All cash above that level will be used to repay existing intercompany debt with Marathon, and any remaining proceeds will be distributed to Marathon on or before June 30, 2011. The Notes are unsecured and unsubordinated obligations of MPC which are guaranteed by Marathon on a senior unsecured basis. Marathon’s guarantees will terminate upon completion of the spin-off.

On January 27, 2011, Marathon commenced cash tender offers for certain specified series of outstanding debt, including that of its wholly owned subsidiary, Marathon Oil Canada Corporation (formerly known as Western Oil Sands Inc.). The tender offers are for any and all of four series of outstanding notes and a maximum of $500 million in aggregate principal amount of three additional series of Marathon’s outstanding notes. In the any and all offer, $1.2 billion in aggregate principal amount of notes was tendered and accepted with a settlement date of February 10, 2011. In the maximum tender offer, $1.2 billion in aggregate principal amount of notes was tendered, of which $500 million was accepted, and settled on February 25, 2011.

In February 2011, Marathon gave notice in accordance with the make whole call provisions of the respective indentures that we will redeem $798 million in addition to the $1.2 billion any and all offer and the $500 million maximum tender offer, for a total principal amount of $2.5 billion to be redeemed by the end of the first quarter of 2011.

See Item 8. Financial Statements and Supplementary Data—Note 25 to the consolidated financial statements for more information about these transactions.

Capital Resources

Credit Arrangements and Borrowings

At December 31, 2010, we had $7,896 million in long term debt outstanding, $295 million of which is due within one year. We do not have any triggers on any of our corporate debt that would cause an event of default in the case of a downgrade of our credit ratings.

At December 31, 2010, we had no borrowings against our revolving credit facility and no commercial paper outstanding under our U.S. commercial paper program that is backed by the revolving credit facility.

Shelf Registration

During the third quarter of 2010, we filed a universal shelf registration statement with the Securities and Exchange Commission, under which we, as a well-known seasoned issuer, have the ability to issue and sell an indeterminate amount of various types of debt and equity securities.

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Cash-Adjusted Debt-To-Capital Ratio

Our cash-adjusted debt-to-capital ratio (total debt-minus-cash to total debt-plus-equity-minus-cash) was 14 percent and 23 percent at December 31, 2010 and 2009. This includes $235 million of debt at December 31, 2010 that is serviced by United States Steel Corporation (“United States Steel”).

(Dollars in millions)	2010		2009
Long-term debt due within one year	$	295	$	96
Long-term debt		7,601		8,436
Total debt	$	7,896	$	8,532
Cash	$	3,951	$	2,057
Equity	$	23,771	$	21,910
Calculation:
Total debt	$	7,896	$	8,532
Minus cash		3,951		2,057
Total debt minus cash		3,945		6,475
Total debt		7,896		8,532
Plus equity		23,771		21,910
Minus cash		3,951		2,057
Total debt plus equity minus cash	$	27,716	$	28,385
Cash-adjusted debt-to-capital ratio		14%		23%

Capital Requirements

Capital Spending

We have approved a capital, investment and exploration budget of $5,267 million for 2011, which represents a 9 percent increase from our 2010 spending. Additional details related to the 2011 budget are discussed in Outlook.

Other Expected Cash Outflows

We plan to make contributions of up to $156 million to fund pension plans during 2011. As of December 31, 2010, $295 million of our long-term debt is due in the next twelve months, with $216 million of such amount related to the USX Separation. See 3 to the consolidated financials for a discussion of the USX Separation.

In December 2010, we entered into an agreement with an operator in the Eagle Ford shale, a liquids-rich play in Texas. We initially paid $10 million and will drill and complete four wells to earn approximately 17,000 net acres. We also have an option that expires October 31, 2011 to purchase the operator’s remaining 58,000 net acres at a total cost of approximately $209 million, including the initial payment, carried well interest and lease extensions. In the event that we do not exercise the purchase option, the operator has the option to put the remaining 58,000 acres to us at a total cost, including the initial payment, carried well interest and lease extensions, of approximately $92 million.

Dividends of $0.98 per common share or $704 million were paid during 2010. On January 31, 2011, we announced that our Board of Directors had declared a dividend of $0.25 cents per share on Marathon common stock, payable March 10, 2011, to stockholders of record at the close of business on February 16, 2011.

Share Repurchase Program

Since January 2006, our Board of Directors has authorized a common share repurchase program totaling $5 billion. As of December 31, 2010, we had repurchased 66 million common shares at a cost of $2,922 million. We have not made any purchases under the program since August 2008. Purchases under the program may be in either open market transactions, including block purchases, or in privately negotiated transactions. This program may be changed based upon our financial condition or changes in market conditions and is subject to termination prior to completion. The program’s authorization does not include specific price targets or timetables. The timing of purchases under the program will be influenced by cash generated from operations, proceeds from potential asset sales and cash from available borrowings.

Our opinions concerning liquidity and our ability to avail ourselves in the future of the financing options mentioned in the above forward-looking statements are based on currently available information. If this information proves to be inaccurate, future availability of financing may be adversely affected. Factors that affect the availability of financing

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include our performance (as measured by various factors including cash provided from operating activities), the state of worldwide debt and equity markets, investor perceptions and expectations of past and future performance, the global financial climate, and, in particular, with respect to borrowings, the levels of our outstanding debt and credit ratings by rating agencies. The discussion of liquidity above also contains forward-looking statements regarding expected capital, investment and exploration spending and a review of our portfolio of assets. The forward-looking statements about our capital, investment and exploration budget are based on current expectations, estimates and projections and are not guarantees of future performance. Actual results may differ materially from these expectations, estimates and projections and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. Some factors that could cause actual results to differ materially include prices of and demand for liquid hydrocarbons, natural gas and refined products, actions of competitors, disruptions or interruptions of our production, oil sands mining and bitumen upgrading or refining operations due to the shortage of skilled labor and unforeseen hazards such as weather conditions, acts of war or terrorist acts and the governmental or military response, and other operating and economic considerations. The forward-looking statements about our common share repurchase program are based on current expectations, estimates and projections and are not guarantees of future performance. Actual results may differ materially from these expectations, estimates and projections and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. Some factors that could cause actual results to differ materially are changes in prices of and demand for crude oil, natural gas and refined products, actions of competitors, disruptions or interruptions of our production or refining operations due to unforeseen hazards such as weather conditions, acts of war or terrorist acts and the governmental or military response, and other operating and economic considerations.

Contractual Cash Obligations

The table below provides aggregated information on our consolidated obligations to make future payments under existing contracts as of December 31, 2010.

(In millions)	Total		2011		2012- 2013		2014- 2015		Later Years
Long-term debt (excludes interest)(a) (b)	$	7,527	$	266	$	1,624	$	836	$	4,801
Capital lease obligations(a)		660		47		102		89		422
Operating lease obligations(a)		976		148		299		254		275
Purchase obligations:
Crude oil, feedstock, refined product and ethanol contracts(c)		8,623		7,439		876		259		49
Transportation and related contracts		1,920		393		327		226		974
Contracts to acquire property, plant and equipment		2,650		1,713		500		397		40
LNG terminal operating costs(d)		130		13		25		25		67
Service and materials contracts(e)		1,743		331		388		260		764
Unconditional purchase obligations(f)		40		8		16		16		-
Commitments for oil and gas exploration
(non-capital)(g)		30		22		2		1		5
Total purchase obligations		15,136		9,919		2,134		1,184		1,899
Other long-term liabilities reported in the consolidated balance sheet(h)		2,757		242		863		717		935
Total contractual cash obligations(i) (j)	$	27,056	$	10,622	$	5,022	$	3,080	$	8,332

^(a) Upon the USX Separation, United States Steel assumed certain debt and lease obligations, including $198 million of long-term debt obligations related to industrial revenue bonds. The Financial Matters Agreement provides that, on or before the tenth anniversary of the USX Separation, United States Steel will provide for Marathon’s discharge from any remaining liability under any of the assumed industrial revenue bonds. Such amounts are included in the above table because we remain primarily liable.

^(b) We anticipate cash payments for interest of $452 million for 2011, $722 million for 2012-2013, $629 million for 2014-2015 and $3,274 million for the remaining years for a total of $5,079 million.

^(c) The majority of these contractual obligations as of December 31, 2010 relate to contracts to be satisfied within the first 180 days of 2011. These contracts include variable price arrangements.

^(d) We have acquired the right to deliver 58 bcf of natural gas per year to the Elba Island LNG re-gasification terminal. The agreement’s primary term ends in 2021. Pursuant to this agreement, we are also committed to pay for a portion of the operating costs of the terminal.

^(e) Service and materials contracts include contracts to purchase services such as utilities, supplies and various other maintenance and operating services.

^(f) We are a party to a long-term transportation services agreement with Alliance Pipeline. This agreement was used by Alliance Pipeline to secure its financing. This arrangement represents an indirect guarantee of indebtedness. Therefore, this amount has also been disclosed as a guarantee.

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^(g) Commitments for oil and gas exploration (non-capital) include estimated costs related to contractually obligated exploratory work programs that are expensed immediately, such as geological and geophysical costs.

^(h) Primarily includes obligations for pension and other postretirement benefits including medical and life insurance. We have estimated projected funding requirements through 2020. Also includes amounts for uncertain tax positions.

⁽ⁱ⁾ Includes $239 million of contractual cash obligations that have been assumed by United States Steel. See Item 7. Management’s Discussion and Analysis of Financial Condition, Cash Flows and Liquidity – Obligations Associated with the Separation of United States Steel.

^(j) This table does not include the estimated discounted liability for dismantlement, abandonment and restoration costs of oil and gas properties of $1,355 million. See Note 18 to the consolidated financial statements.

Transactions with Related Parties

We own a 63 percent working interest in the Alba field offshore Equatorial Guinea. Onshore Equatorial Guinea, we own a 52 percent interest in an LPG processing plant, a 60 percent interest in an LNG production facility and a 45 percent interest in a methanol production plant, each through equity method investees. We sell our natural gas from the Alba field to these equity method investees as the feedstock for their production processes. The methanol that is produced is then sold through another equity method investee.

Sales of refined petroleum products to our 50 percent equity method investee, PTC, which was sold in October 2008, accounted for 2.5 percent or less of our total sales revenue for 2008.

Off-Balance Sheet Arrangements

Off-balance sheet arrangements comprise those arrangements that may potentially impact our liquidity, capital resources and results of operations, even though such arrangements are not recorded as liabilities under accounting principles generally accepted in the U.S. Although off-balance sheet arrangements serve a variety of our business purposes, we are not dependent on these arrangements to maintain our liquidity and capital resources, and we are not aware of any circumstances that are reasonably likely to cause the off-balance sheet arrangements to have a material adverse effect on liquidity and capital resources.

We have provided various guarantees related to equity method investees, United States Steel and others. These arrangements are described in Note 24 to the consolidated financial statements.

We will issue stand alone letters of credit when required by a business partner. Such letters of credit outstanding at December 31, 2010, 2009 and 2008 aggregated $439 million, $224 million and $1,111 million. Most of our letters of credit are in support of obligations recorded in the consolidated balance sheet. For example, they are issued to counterparties to insure our payments for crude purchases, outstanding company debt and future abandonment liabilities.

In December 2010, we entered into an agreement with an operator in the Eagle Ford Shale play Texas. We initially paid $10 million and will drill and complete four wells to earn approximately 17,000 net acres. We also have an option that expires October 31, 2011 to purchase their remaining 58,000 net acres in the Eagle Ford Shale in these two counties at approximately $3,000 per acre, or a total of approximately $175 million. In the event that we do not exercise the purchase option, the operator has the option to put the remaining 58,000 acres to us at approximately $1,000 per acre, or a total of approximately $58 million.

Obligations Associated with the Separation of United States Steel

We remain obligated (primarily or contingently) for certain debt and other financial arrangements for which United States Steel has assumed responsibility for repayment under the terms of the USX Separation. United States Steel’s obligations to us are general unsecured obligations that rank equal to United States Steel’s accounts payable and other general unsecured obligations. If United States Steel fails to satisfy these obligations, we would become responsible for repayment. Under the Financial Matters Agreement, United States Steel has all of the existing contractual rights under the leases assumed from us, including all rights related to purchase options, prepayments or the grant or release of security interests. However, United States Steel has no right to increase amounts due under or lengthen the term of any of the assumed leases, other than extensions set forth in the terms of the assumed leases.

As of December 31, 2010, we have identified the following obligations that have been assumed by United States Steel:

• $198 million of industrial revenue bonds related to environmental improvement projects for current and former United States Steel facilities, with maturities ranging from 2011 through 2033. Accrued interest payable on these bonds was $4 million at December 31, 2010. The Financial Matters Agreement provides that, on or before December 31, 2011, the tenth anniversary of the USX Separation, Steel shall pay Marathon an amount equal to the principal amount of, all accrued and unpaid debt service then outstanding on, and any premium required to immediately retire each bond. Upon such payment, Marathon shall retire all then outstanding bonds.

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• $20 million of sale-leaseback financing under a lease for equipment at United States Steel’s Fairfield Works, with a term extending to 2012, subject to extensions. There was no accrued interest payable on this financing at December 31, 2010.

• $17 million of obligations under a lease for equipment at United States Steel’s Clairton coke-making facility, with a term extending to 2012. There was no accrued interest payable on this financing at December 31, 2010.

• A guarantee with respect to all obligations of United States Steel to the limited partners of the Clairton 1314B Partnership, L.P., which was terminated on October 31, 2008. Upon termination of the partnership, we were not released from our obligations under guarantee. United States Steel has reported that it currently has no unpaid outstanding obligations to the limited partners. See Note 24 to the consolidated financial statements.

• Obligations of $239 million and corresponding receivables from United States Steel were recorded on our consolidated balance sheet as of December 31, 2010, (current portion - $220 million; long-term portion - $19 million).

In its Form 10-K for the year ended December 31, 2010, United States Steel management stated that it believes its liquidity will be adequate to satisfy its obligations for the foreseeable future. During the second quarter of 2010, United States Steel redeemed $89 million of certain industrial development and environmental improvement bonds for which we were liable.

Outlook

Our Board of Directors approved a capital, investment and exploration budget of $5,267 million for 2011, which includes budgeted capital expenditures of $4,837 million. This represents a 9 percent increase from 2010 spending. The focus of our 2011 budget is on exploration and production activities, with an emphasis on oil prospects and increasing our percentage of operated properties.

Exploration and Production

The worldwide exploration and production budget for 2011 is $3,417 million, a 29 percent increase over 2010 capital spending. The exploration and production strategy is based on three key elements: a solid portfolio of base assets, growth assets and impact exploration. The majority of the budget is allocated to projects that offer growth potential, with nearly $1 billion focused on three North America liquids resource plays: the Bakken shale play in North Dakota, the Eagle Ford shale play in Texas and the Anadarko Woodford shale play in Oklahoma. In the Bakken, we plan to drill 70 to 75 operated wells and 50 to 70 outside-operated wells. In the Anadarko Woodford shale, 20 to 25 operated wells and 25 to 50 outside-operated wells are planned. In the Eagle Ford shale, we plan to drill four operated wells. The remaining $900 million will be primarily for the advancement of the PSVM development on Block 31 offshore Angola and in-situ drilling in the Canadian oil sands.

Approximately $1 billion is budgeted for our base assets which include production operations in the Gulf of Mexico, Norway, Equatorial Guinea and other conventional liquid hydrocarbon operations worldwide. The focus of this spending is maintaining high levels of reliability and stable production primarily for conventional oil assets in Norway and the U.S.

Potentially high impact exploration projects receive 14 percent of the budget. Projects for impact exploration include conducting seismic surveys and drilling three to six wells on prospects in the deepwater Gulf of Mexico, Indonesia, the Iraqi Kurdistan Region and Poland.

The above discussion includes forward-looking statements with respect to anticipated future exploratory and development drilling, investments in new and existing resource plays and development projects. Some factors which could potentially affect these forward-looking statements include pricing, supply and demand for petroleum products, the amount of capital available for exploration and development, regulatory constraints, drilling rig availability, unforeseen hazards such as weather conditions, acts of war or terrorist acts and the governmental or military response, and other geological, operating and economic considerations. The foregoing forward-looking statements may be further affected by the inability to obtain or delay in obtaining necessary government and third-party approvals or permits. The offshore developments could further be affected by presently known data concerning size and character of reservoirs, economic recoverability, future drilling success and production experience. The foregoing factors (among others) could cause actual results to differ materially from those set forth in the forward-looking statements.

Oil Sands Mining

The budget for Oil Sands Mining segment in 2011 is $294 million, less than half of 2010 spending. Our significant investment in this asset is reduced because Expansion 1 at the AOSP was completed in 2010 and continues to ramp up to full capacity through the first quarter of 2011.

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Evaluation of the AOSP Quest Carbon Capture and Storage (“CCS”) project continues. A final investment decision on the Quest CCS project will be made at a later date, and is subject to regulatory approvals, stakeholder engagement, detailed engineering studies, as well as a final joint venture partner agreement.

The above discussion includes forward-looking statements concerning the start-up of the expanded upgrader. Factors which could affect this project include transportation logistics, availability of materials and labor, unforeseen hazards such as weather conditions and delays or other risks customarily associated with start-up projects.

Refining, Marketing and Transportation

The 2011 budget includes $1,238 million for RM&T segment projects, a 16 percent increase over 2010 spending. The Detroit refinery heavy oil upgrading and expansion project continues in 2011, accounting for about half of the budget. The Detroit project which is targeted for start-up in the second half of 2012, will increase the refinery’s heavy oil, including Canadian bitumen blends, upgrading capacity by about 80 mbpd, and will increase its total crude oil refining capacity by approximately 15 mbpd.

The remainder of the budget is allocated across segment operations and to comply with the Mobile Source Air Toxics (“MSAT II”) regulations that were effective January 1, 2011.

The above discussion includes forward-looking statements concerning the Detroit refinery heavy oil upgrading and expansion project and MSAT II regulations compliance costs. Some factors that could affect the Detroit and MSAT II projects include transportation logistics, availability of materials and labor, unforeseen hazards such as weather conditions, other risks customarily associated with construction projects. These factors (among others) could cause actual results to differ materially from those set forth in the forward-looking statements.

Corporate and Other

The remaining $308 million of our 2011 budget relates to capitalized interest and corporate activities.

The forward-looking statements about our capital, investment and exploration budget are based on current expectations, estimates and projections and are not guarantees of future performance. Actual results may differ materially from these expectations, estimates and projections and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. Some factors that could cause actual results to differ materially include prices of and demand for crude oil, natural gas and refined products, actions of competitors, disruptions or interruptions of our production or refining operations due to the shortage of skilled labor and unforeseen hazards such as weather conditions, acts of war or terrorist acts and the governmental or military response, and other operating and economic considerations.

Recent Events

In February 2011, civil unrest occurred in parts of North Africa, including Libya where we have exploration and production operations, and the Middle East. We believe that some of our production operations have been temporarily suspended. The future impacts of the unrest are not known at this time. Our current property, plant and equipment investment in Libya is approximately $760 million.

Management’s Discussion and Analysis of Environmental Matters, Litigation and Contingencies

We have incurred and may continue to incur substantial capital, operating and maintenance, and remediation expenditures as a result of environmental laws and regulations. If these expenditures, as with all costs, are not ultimately reflected in the prices of our products and services, our operating results will be adversely affected. We believe that substantially all of our competitors must comply with similar environmental laws and regulations. However, the specific impact on each competitor may vary depending on a number of factors, including the age and location of its operating facilities, marketing areas, crude oil and feedstock sources, production processes and whether it is also engaged in the petrochemical business or the marine transportation of crude oil and refined products.

Legislation and regulations pertaining to fuel specifications, climate change and greenhouse gas emissions have the potential to materially adversely impact our business, financial condition, results of operations and cash flow, including costs of compliance and permitting delays. The extent and magnitude of these adverse impacts cannot be reliably or accurately estimated at this time because specific regulatory and legislative requirements have not been finalized and uncertainty exists with respect to the measures being considered, the costs and the time frames for compliance, and our ability to pass compliance costs on to our customers. For additional information see Item 1A. Risk Factors.

Our environmental expenditures^(a) for each of the last three years were:

(In millions)	2010		2009		2008
Capital	$	305	$	399	$	421
Compliance
Operating and maintenance		429		373		379
Remediation(b)		21		29		26
Total	$	755	$	801	$	826

(a) Amounts are determined based on American Petroleum Institute survey guidelines regarding the definition of environmental expenditures.

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(b) These amounts include spending charged against remediation reserves, where permissible, but exclude non-cash provisions recorded for environmental remediation.

Our environmental capital expenditures accounted for seven percent of capital expenditures for continuing operations in 2010, seven percent in 2009 and six percent in 2008.

We accrue for environmental remediation activities when the responsibility to remediate is probable and the amount of associated costs can be reasonably estimated. As environmental remediation matters proceed toward ultimate resolution or as additional remediation obligations arise, charges in excess of those previously accrued may be required.

New or expanded environmental requirements, which could increase our environmental costs, may arise in the future. We comply with all legal requirements regarding the environment, but since not all of them are fixed or presently determinable (even under existing legislation) and may be affected by future legislation or regulations, it is not possible to predict all of the ultimate costs of compliance, including remediation costs that may be incurred and penalties that may be imposed.

Our environmental capital expenditures are expected to be $407 million, or six percent, of capital expenditures in 2011. Predictions beyond 2011 can only be broad-based estimates, which have varied, and will continue to vary, due to the ongoing evolution of specific regulatory requirements, the possible imposition of more stringent requirements and the availability of new technologies, among other matters. Based on currently identified projects, we anticipate that environmental capital expenditures will be approximately $408 million in 2012; however, actual expenditures may vary as the number and scope of environmental projects are revised as a result of improved technology or changes in regulatory requirements and could increase if additional projects are identified or additional requirements are imposed.

Further, we estimate that we may spend approximately $650 million over a four-year period beginning in 2008 to comply with MSAT II regulations relating to benzene content in refined products. We have finalized our strategic approach to comply with MSAT II regulations and updated project cost estimates to comply with these requirements. Our actual MSAT II expenditures have totaled $522 million through December 31, 2010 and we expect to spend $100 million on MSAT II in 2011. The cost estimates are forward-looking statements and are subject to change as further work is completed in 2011.

For more information on environmental regulations that impact us, or could impact us, see Item 1. Business – Environmental Matters, Item 3. Legal Proceedings and Item 1A. Risk Factors.

Critical Accounting Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the respective reporting periods. Accounting estimates are considered to be critical if (1) the nature of the estimates and assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and (2) the impact of the estimates and assumptions on financial condition or operating performance is material. Actual results could differ from the estimates and assumptions used.

Estimated Quantities of Net Reserves

The estimation of quantities of net reserves is a highly technical process, which is based upon several underlying assumptions that are subject to change. Estimates of reserves may change, either positively or negatively, as additional information becomes available and as contractual, operational, economic and political conditions change. Beginning December 31, 2009, reserve estimates are based upon an unweighted average of commodity prices in the prior 12-month period, using the closing prices on the first day of each month. In previous periods, reserve estimates were based upon prices at December 31. Neither of these prices should be expected to reflect future market conditions. For a discussion of our reserve estimation process, including the use of third-party audits, see Item 1. Business.

We use the successful efforts method of accounting for our oil and gas producing activities. The successful efforts method inherently relies on the estimation of proved liquid hydrocarbon, natural gas and synthetic crude oil reserves. The existence and the estimated amount of reserves affect, among other things, whether certain costs are capitalized or expensed, the amount and timing of costs depreciated, depleted or amortized into net income and the presentation of supplemental information on oil and gas producing activities. Additionally, both the expected future cash flows to be generated by oil and gas producing properties used in testing such properties for impairment and the expected future taxable income available to realize deferred tax assets also rely, in part, on estimates of quantities of net reserves.

Depreciation and depletion of liquid hydrocarbon, natural gas and synthetic crude oil producing properties is determined by the units-of-production method and could change with revisions to estimated proved reserves. Over the past three years, the impact on our depreciation and depletion rate due to revisions of previous reserve estimates has not been significant to either our E&P or our OSM segments. However, during 2009, the change to presenting oil sand mining

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reserves as synthetic crude oil under the SEC’s revised regulations caused our reported revisions to previous estimates to be near 50 percent of the beginning of the year reserve estimate. This presentation change did not have a significant impact upon the calculation of depreciation, depletion and amortization for our OSM segment. For our E&P segment, on average, a five percent increase in the amount of proved liquid hydrocarbon and natural gas reserves would lower the depreciation and depletion rate by approximately $0.64 per barrel, which would increase pretax income by approximately $91 million annually, based on 2010 production. Conversely, on average, a five percent decrease in the amount of proved liquid hydrocarbon and natural gas reserves would increase the depreciation and depletion rate by approximately $0.70 per barrel and would result in a decrease in pretax income of approximately $100 million annually, based on 2010 production. For our OSM segment, on average, a five percent increase in estimated proved synthetic crude oil reserves would lower the depreciation and depletion rate by approximately $0.16 per barrel and would result in an increase in pretax income of approximately $3 million annually, based on 2010 production. On average, a five percent decrease in estimated proved synthetic crude oil reserves would increase the depreciation and depletion rate by approximately $0.36 per barrel and would result in a decrease in pretax income of approximately $6 million annually, based on 2010 production.

Fair Value Estimates

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There are three approaches for measuring the fair value of assets and liabilities: the market approach, the income approach and the cost approach, each of which includes multiple valuation techniques. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to measure fair value by converting future amounts, such as cash flows or earnings, into a single present value amount using current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace the service capacity of an asset. This is often referred to as current replacement cost. The cost approach assumes that the fair value would not exceed what it would cost a market participant to acquire or construct a substitute asset of comparable utility, adjusted for obsolescence.

The fair value accounting standards do not prescribe which valuation technique should be used when measuring fair value and does not prioritize among the techniques. These standards establish a fair value hierarchy that prioritizes the inputs used in applying the various valuation techniques. Inputs broadly refer to the assumptions that market participants use to make pricing decisions, including assumptions about risk. Level 1 inputs are given the highest priority in the fair value hierarchy while Level 3 inputs are given the lowest priority. The three levels of the fair value hierarchy are as follows:

• Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the measurement date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

• Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the measurement date.

• Level 3 – Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value.

Valuation techniques that maximize the use of observable inputs are favored. Assets and liabilities are classified in their entirety based on the lowest priority level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities within the levels of the fair value hierarchy. We use a market or income approach for recurring fair value measurements and endeavor to use the best information available. See Item 8. Financial Statements and Supplementary Data—Note 15 to the consolidated financial statements for disclosures regarding our fair value measurements.

Significant uses of fair value measurements include:

• assessment of impairment of long-lived assets;

• assessment of impairment of goodwill;

• allocation of the purchase price paid to acquire businesses to the assets acquired and liabilities assumed in those acquisitions, and

• recorded value of derivative instruments

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Impairment Assessments of Long-Lived Assets and Goodwill

Fair value calculated for the purpose of testing our long-lived assets and goodwill for impairment is estimated using the expected present value of future cash flows method and comparative market prices when appropriate. Significant judgment is involved in performing these fair value estimates since the results are based on forecasted assumptions. Significant assumptions include:

• Future liquid hydrocarbon, natural gas and synthetic crude oil prices. Our estimates of future prices are based on our analysis of market supply and demand and consideration of market price indicators. Although these commodity prices may experience extreme volatility in any given year, we believe long-term industry prices are driven by global market supply and demand. To estimate supply, we consider numerous factors, including the worldwide resource base, depletion rates, and OPEC production policies. We believe demand is largely driven by global economic factors, such as population and income growth, governmental policies, and vehicle stocks. The prices we use in our fair value estimates are consistent with those used in our planning and capital investment reviews. There has been significant volatility in liquid hydrocarbon, natural gas and synthetic crude oil prices and estimates of such future prices are inherently imprecise.

• Estimated quantities of liquid hydrocarbons, natural gas and synthetic crude oil. Such quantities are based on a combination of proved and probable reserves such that the combined volumes represent the most likely expectation of recovery. These estimates are based on work performed by our engineers for liquid hydrocarbons and natural gas, and by outside consultants for synthetic crude oil. We evaluate our reserves using drilling results, reservoir performance, seismic interpretation and future plans to develop acreage. Reserves are adjusted as new information becomes available. By definition, probable reserve estimates are less precise than proved reserve estimates.

• Expected timing of production. Production forecasts are the outcome of engineer studies which estimate proved and probable reserves. The actual timing of the production could be different than the projection. Cash flows realized later in the projection period are less valuable than those realized earlier due to the time value of money. The expected timing of production that we use in our fair value estimates is consistent with that used in our planning and capital investment reviews.

• Future margins on refined products produced and sold. Our estimates of future refined product margins are based on our analysis of various supply and demand factors, which include, among other things, industry-wide capacity, our planned utilization rate, end-user demand, capital expenditures, and economic conditions. Such estimates are consistent with those used in our planning and capital investment reviews.

• Discount rate commensurate with the risks involved. We apply a discount rate to our expected cash flows based on a variety of factors, including market and economic conditions, operational risk, regulatory risk and political risk. This discount rate is also compared to recent observable market transactions, if possible. A higher discount rate decreases the net present value of cash flows.

• Future capital requirements. Our estimates of future capital requirements are based on authorized spending and internal forecasts.

We base our fair value estimates on projected financial information which we believe to be reasonable. However, actual results may differ from these projections.

The need to test for impairment can be based on several indicators, including a significant reduction in prices of liquid hydrocarbons, natural gas or synthetic crude oil, unfavorable adjustments to reserves, significant changes in the expected timing of production, significant reduction in refining margins, other changes to contracts or changes in the regulatory environment in which the property is located.

Long-lived assets used in operations are assessed for impairment whenever changes in facts and circumstances indicate that the carrying value of the assets may not be recoverable. For purposes of impairment evaluation, long-lived assets must be grouped at the lowest level for which independent cash flows can be identified, which generally is field-by-field for E&P assets, project level for oil sands mining assets, refinery and associated distribution system level or pipeline system level for refining and transportation assets, or site level for retail stores. If the sum of the undiscounted estimated pretax cash flows is less than the carrying value of an asset group, the carrying value is written down to the estimated fair value.

Unlike long-lived assets, goodwill must be tested for impairment at least annually, or between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Goodwill is tested for impairment at the reporting unit level.

An estimate of the sensitivity to net income resulting from impairment calculations is not practicable, given the numerous assumptions (e.g. reserves, pricing and discount rates) that can materially affect our estimates. That is, unfavorable adjustments to some of the above listed assumptions may be offset by favorable adjustments in other assumptions.

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Acquisitions

In accounting for business combinations, the purchase price paid to acquire a business is allocated to its assets and liabilities based on the estimated fair values of the assets acquired and liabilities assumed as of the date of acquisition. The excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired is recorded as goodwill. A significant amount of judgment is involved in estimating the individual fair values of property, plant and equipment and identifiable intangible assets. We use all available information to make these fair value determinations and, for certain acquisitions, engage third-party consultants for assistance.

The fair values used to allocate the purchase price of an acquisition are often estimated using the expected present value of future cash flows method, which requires us to project related future cash inflows and outflows and apply an appropriate discount rate. The estimates used in determining fair values are based on assumptions believed to be reasonable but which are inherently uncertain. Accordingly, actual results may differ from the projected results used to determine fair value.

Derivatives

We record all derivative instruments at fair value. A large volume of our commodity derivatives are exchange-traded and require few assumptions in arriving at fair value. Fair value estimation for all our derivative instruments is discussed in Item 8. Financial Statements and Supplementary Data—Note 15 to the consolidated financial statements. Additional information about derivatives and their valuation may be found in Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Expected Future Taxable Income

We must estimate our expected future taxable income to assess the realizability of our deferred income tax assets.

Numerous assumptions are inherent in the estimation of future taxable income, including assumptions about matters that are dependent on future events, such as future operating conditions (particularly as related to prevailing liquid hydrocarbon, natural gas and synthetic crude oil prices) and future financial conditions. The estimates and assumptions used in determining future taxable income are consistent with those used in our planning and capital investment reviews.

In determining our overall estimated future taxable income for purposes of assessing the need for additional or adjustments to existing valuation allowances, we consider proved and, in some cases, probable and possible reserves related to our existing producing properties, as well as estimated quantities of liquid hydrocarbon, natural gas and synthetic crude oil related to undeveloped discoveries if, in our judgment, it is likely that development plans will be approved in the foreseeable future. In assessing the release of an existing valuation allowance, we consider the preponderance of evidence concerning the realization of the impaired deferred tax asset.

Additionally, we must consider any prudent and feasible tax planning strategies that might minimize the amount of deferred tax liabilities recognized or the amount of any valuation allowance recognized against deferred tax assets, if we can implement these strategies and if we expect to implement these strategies in the event the forecasted conditions actually occur. The principal tax planning strategy available to us relates to the permanent reinvestment of the earnings of our foreign subsidiaries. Assumptions related to the permanent reinvestment of the earnings of our foreign subsidiaries are reconsidered quarterly to give effect to changes in our portfolio of producing properties and in our tax profile.

Pension and Other Postretirement Benefit Obligations

Accounting for pension and other postretirement benefit obligations involves numerous assumptions, the most significant of which relate to the following:

• the discount rate for measuring the present value of future plan obligations;

• the expected long-term return on plan assets;

• the rate of future increases in compensation levels; and

• health care cost projections.

We develop our demographics and utilize the work of third-party actuaries to assist in the measurement of these obligations. We have selected different discount rates for our funded U.S. pension plans and our unfunded U.S. retiree health care plans due to the different projected liability durations of 8 years and 12 years. The selected rates are compared to various similar bond indexes for reasonableness. In determining the assumed discount rates, our methods include a review of market yields on high-quality corporate debt and use of our third-party actuary’s discount rate modeling tool. This tool applies a yield curve to the projected benefit plan cash flows using a hypothetical Aa yield curve. The yield curve represents a series of annualized individual discount rates from 1.5 to 30 years. The bonds used are rated Aa or higher by a recognized rating agency and only non-callable bonds are included. Each issue is required to have at least $150 million par value outstanding. The top quartile bonds are selected within each maturity group to construct the yield curve.

57

Of the assumptions used to measure the yearend obligations and estimated annual net periodic benefit cost, the discount rate has the most significant effect on the periodic benefit cost reported for the plans. Decreasing the discount rates of 5.05 percent for our U.S. pension plans and 5.55 percent for our other U.S. postretirement benefit plans by 0.25 would increase pension obligations and other postretirement benefit plan obligations by $150 million and $26 million and would increase annual defined benefit pension expense and other postretirement benefit plan expense by $15 million and $1 million.

The asset rate of return assumption considers the asset mix of the plans (currently targeted at approximately 75 percent equity securities and 25 percent debt securities for the U.S. funded pension plans and 70 percent equity securities and 30 percent debt securities for the international funded pension plans), past performance and other factors. Certain components of the asset mix are modeled with various assumptions regarding inflation, debt returns and stock yields. Our long-term asset rate of return assumption is compared to those of other companies and to our historical returns for reasonableness. Decreasing the 8.5 percent asset rate of return assumption by 0.25 would not have a significant impact on our defined benefit pension expense.

Compensation change assumptions are based on historical experience, anticipated future management actions and demographics of the benefit plans.

Health care cost trend assumptions are developed based on historical cost data, the near-term outlook and an assessment of likely long-term trends.

Item 8. Financial Statements and Supplementary Data—Note 20 to the consolidated financial statements includes detailed information about the assumptions used to calculate the components of our annual defined benefit pension and other postretirement plan expense, as well as the obligations and accumulated other comprehensive income reported on the yearend balance sheets.

Contingent Liabilities

We accrue contingent liabilities for environmental remediation, tax deficiencies related to operating taxes, product liability claims and litigation claims when such contingencies are probable and estimable. Actual costs can differ from estimates for many reasons. For instance, settlement costs for claims and litigation can vary from estimates based on differing interpretations of laws, opinions on responsibility and assessments of the amount of damages. Similarly, liabilities for environmental remediation may vary from estimates because of changes in laws, regulations and their interpretation; additional information on the extent and nature of site contamination; and improvements in technology. Our in-house legal counsel regularly assesses these contingent liabilities. In certain circumstances, outside legal counsel is utilized.

We generally record losses related to these types of contingencies as cost of revenues or selling, general and administrative expenses in the consolidated statements of income, except for tax contingencies unrelated to income taxes, which are recorded as other taxes. For additional information on contingent liabilities, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Management’s Discussion and Analysis of Environmental Matters, Litigation and Contingencies.

An estimate of the sensitivity to net income if other assumptions had been used in recording these liabilities is not practical because of the number of contingencies that must be assessed, the number of underlying assumptions and the wide range of reasonably possible outcomes, in terms of both the probability of loss and the estimates of such loss.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks related to the volatility of liquid hydrocarbon, natural gas, synthetic crude oil and refined product prices. We employ various strategies, including the use of commodity derivative instruments, to manage the risks related to these price fluctuations. We are also exposed to market risks related to changes in interest rates and foreign currency exchange rates. We employ various strategies, including the use of financial derivative instruments, to manage the risks related to these fluctuations. We are at risk for changes in the fair value of all of our derivative instruments; however, such risk should be mitigated by price or rate changes related to the underlying commodity or financial transaction.

We believe that our use of derivative instruments, along with our risk assessment procedures and internal controls, does not expose us to material adverse consequences. While the use of derivative instruments could materially affect our results of operations in particular quarterly or annual periods, we believe that the use of these instruments will not have a material adverse effect on our financial position or liquidity.

See Item 8. Financial Statements and Supplementary Data—Notes 15 and 16 to the consolidated financial statement for more information about the fair value measurement of our derivatives, as well as the amounts recorded in our consolidated balance sheets and statements of income for those which qualify as hedges and those not designated as hedges.

58

Commodity Price Risk

Our strategy is to obtain competitive prices for our products and allow operating results to reflect market price movements dictated by supply and demand. However, management has the authority, within board-approved levels, to protect prices on forecasted sales, as deemed appropriate. We use a variety of commodity derivative instruments, including futures, forwards, swaps and combinations of options, as part of an overall program to manage commodity price risk in our different businesses. We also may utilize the market knowledge gained from these activities to do a limited amount of trading not directly related to our physical transactions.

We regularly use commodity derivative instruments in the E&P segment to manage natural gas price risk during the time that the natural gas is held in storage before it is sold or on natural gas that is purchased to be marketed with our own natural gas production. We may act opportunistically to protect prices on forecasted sales of liquid hydrocarbon, natural gas or synthetic crude oil in our E&P or OSM segments.

Our RM&T segment primarily uses commodity derivative instruments to manage price risk on crude oil and refined product inventories. We also use derivative instruments to manage price risk related to the acquisition of foreign-sourced crude oil and ethanol blended with refined petroleum products. In addition, we may use commodity derivative instruments to manage risk on fixed price contracts for the sale of refined products. The majority of these derivatives are exchange-traded contracts for crude oil and refined products.

Open Commodity Derivative Positions and Sensitivity Analysis

In the table below are our significant open derivative contracts at December 31, 2010, all of which were for our RM&T segment. These contracts enable us to effectively correlate our commodity price exposure to the relevant market indicators, thereby mitigating price risk.

December 31, 2010
	Position	Bbls per Day			Weighted Average (Dollars per Bbl)		Benchmark
Crude Oil
Exchange-traded	Long(a)		36,608		$	89.67	CME and IPE Crude(b)  (c)
Exchange-traded	Short(a)		(61,485	)	$	88.03	CME and IPE Crude(b) (c)
	Position	Bbls per Day			Weighted Average (Dollars per Gallon)		Benchmark
Refined Products
Exchange-traded	Long(d)		13,008		$	2.40	CME Heating Oil and  RBOB(b) (e)
Exchange-traded	Short(d)		(11,044	)	$	2.46	CME Heating Oil and RBOB(b) (e)

^(a) 87 percent of these contracts expire in the first quarter of 2011.

^(b) Chicago Mercantile Exchange (“CME”).

^(c) International Petroleum Exchange (“IPE”).

^(d) 98 percent of these contracts expire in the first quarter of 2011.

^(e) Reformulated Gasoline Blendstock for Oxygenate Blending (“RBOB”).

Sensitivity analysis of the incremental effects on income from operations (“IFO”) of hypothetical 10 percent and 25 percent increases and decreases in commodity prices for open commodity derivative instruments as of December 31, 2010, is provided in the following table.

	Incremental Change in IFO   from a Hypothetical  Price Increase of						Incremental Change in IFO   from a Hypothetical  Price Decrease of
(In millions)	10%			25%			10%			25%
E&P Segment
Natural gas	$	(1	)	$	(3	)	$	1		$	3
RM&T Segment
Crude oil	$	(71	)	$	(177	)	$	82		$	205
Refined products		9			22			(9	)		(22	)

We remain at risk for possible changes in the market value of commodity derivative instruments; however, such risk should be mitigated by price changes in the underlying physical commodity. Effects of these offsets are not reflected in the above sensitivity analysis.

59

We evaluate our portfolio of commodity derivative instruments on an ongoing basis and add or revise strategies in anticipation of changes in market conditions and in risk profiles. Changes to the portfolio after December 31, 2010, would cause future IFO effects to differ from those presented above.

Interest Rate Risk

We are impacted by interest rate fluctuations which affect the fair value of certain financial instruments. We manage our exposure to interest rate movements by utilizing financial derivative instruments. The primary objective of this program is to reduce our overall cost of borrowing by managing the mix of fixed and floating interest rate debt in our portfolio. As of December 31, 2010, we had multiple interest rate swap agreements with a total notional amount of $1.45 billion at a weighted-average, LIBOR-based, floating rate of 4.43 percent. These interest rate swaps are designated as fair value hedges, which effectively results in an exchange of existing obligations to pay fixed interest rates for obligations to pay floating rates.

Sensitivity analysis of the projected incremental effect of a hypothetical 10 percent change in interest rates on financial assets and liabilities as of December 31, 2010, is provided in the following table.

(In millions)	Fair Value			Incremental Change in Fair Value
Financial assets (liabilities)(a)
Receivable from United States Steel	$	246		$	1	(c)
Interest rate swap agreements	$	32	(b)	$	3	(c)
Long-term debt, including amounts due within one year	$	(8,364	)(b)	$	(503	)(c)

^(a) Fair values of cash and cash equivalents, receivables, accounts payable and accrued interest approximate carrying value and are relatively insensitive to changes in interest rates due to the short-term maturity of the instruments. Accordingly, these instruments are excluded from the table.

^(b) Fair value was based on market prices where available, or current borrowing rates for financings with similar terms and maturities.

^(c) For receivables from United States Steel and long-term debt, this assumes a 10 percent decrease in the weighted average yield-to-maturity of our receivables and long-term debt at December 31, 2010. For interest rate swap agreements, this assumes a 10 percent decrease in the effective swap rate at December 31, 2010.

At December 31, 2010, our portfolio of long-term debt was substantially comprised of fixed rate instruments. Therefore, the fair value of the portfolio is relatively sensitive to interest rate fluctuations. Our sensitivity to interest rate declines and corresponding increases in the fair value of our debt portfolio unfavorably affects our results of operations and cash flows only when we elect to repurchase or otherwise retire fixed-rate debt at prices above carrying value.

Foreign Currency Exchange Rate Risk

We manage our exposure to foreign currency exchange rates by utilizing forward and option contracts. The primary objective of this program is to reduce our exposure to movements in foreign currency exchange rates by locking in such rates. There were no foreign currency forward or option contracts open at December 31, 2010.

Counterparty Risk

We are also exposed to financial risk in the event of nonperformance by counterparties. The creditworthiness of counterparties is reviewed and master netting agreements are used when appropriate.

Safe Harbor

These quantitative and qualitative disclosures about market risk include forward-looking statements with respect to management’s opinion about risks associated with the use of derivative instruments. These statements are based on certain assumptions with respect to market prices and industry supply of and demand for liquid hydrocarbons, natural gas, synthetic crude oil and refined products and other feedstocks. If these assumptions prove to be inaccurate, future outcomes with respect to our use of derivative instruments may differ materially from those discussed in the forward-looking statements.

60

Item 8. Financial Statements and Supplementary Data

Index

	Page
Management’s Responsibilities for Financial Statements	63
Management’s Report on Internal Control over Financial Reporting	63
Report of Independent Registered Public Accounting Firm	64
Audited Consolidated Financial Statements
Consolidated Statements of Income	64
Consolidated Balance Sheets	65
Consolidated Statements of Cash Flows	66
Consolidated Statements of Stockholders’ Equity	67
Consolidated Statements of Comprehensive Income	68
Notes to Consolidated Financial Statements	69
Select Quarterly Financial Data (Unaudited)	110
Supplementary Information on Oil and Gas Producing Activities (Unaudited)	111
Supplemental Statistics (Unaudited)	119

61

Management’s Responsibilities for Financial Statements

To the Stockholders of Marathon Oil Corporation:

The accompanying consolidated financial statements of Marathon Oil Corporation and its consolidated subsidiaries (“Marathon”) are the responsibility of management and have been prepared in conformity with accounting principles generally accepted in the United States of America. They necessarily include some amounts that are based on best judgments and estimates. The financial information displayed in other sections of this Annual Report on Form 10-K is consistent with these consolidated financial statements.

Marathon seeks to assure the objectivity and integrity of its financial records by careful selection of its managers, by organizational arrangements that provide an appropriate division of responsibility and by communications programs aimed at assuring that its policies and methods are understood throughout the organization.

The Board of Directors pursues its oversight role in the area of financial reporting and internal control over financial reporting through its Audit and Finance Committee. This Committee, composed solely of independent directors, regularly meets (jointly and separately) with the independent registered public accounting firm, management and internal auditors to monitor the proper discharge by each of their responsibilities relative to internal accounting controls and the consolidated financial statements.

/s/ Clarence P. Cazalot, Jr.	/s/ Janet F. Clark	/s/ Michael K. Stewart
President and Chief Executive Officer	Executive Vice President and Chief Financial Officer	Vice President, Accounting and Controller

Management’s Report on Internal Control over Financial Reporting

To the Stockholders of Marathon Oil Corporation:

Marathon’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a – 15(f) under the Securities Exchange Act of 1934). An evaluation of the design and effectiveness of our internal control over financial reporting, based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, was conducted under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based on the results of this evaluation, Marathon’s management concluded that its internal control over financial reporting was effective as of December 31, 2010.

The effectiveness of Marathon’s internal control over financial reporting as of December 31, 2010 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

/s/ Clarence P. Cazalot, Jr.	/s/ Janet F. Clark
President and Chief Executive Officer	Executive Vice President and Chief Financial Officer

62

Report of Independent Registered Public Accounting Firm

To the Stockholders of Marathon Oil Corporation:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Marathon Oil Corporation and its subsidiaries (the “Company”) at December 31, 2010, and 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Houston, Texas

February 25, 2011

63

MARATHON OIL CORPORATION

Consolidated Statements of Income

(In millions, except per share data)	2010			2009			2008
Revenues and other income:
Sales and other operating revenues (including consumer excise taxes)	$	72,204		$	53,190		$	74,710
Sales to related parties		117			97			1,879
Income from equity method investments		414			298			765
Net gain on disposal of assets		777			205			423
Other income		109			166			188
Total revenues and other income		73,621			53,956			77,965
Costs and expenses:
Cost of revenues (excludes items below)		56,734			40,377			59,512
Purchases from related parties		624			485			715
Consumer excise taxes		5,208			4,924			5,065
Depreciation, depletion and amortization		2,965			2,604			2,108
Long-lived asset impairment		479			19			21
Goodwill impairment		-			-			1,412
Selling, general and administrative expenses		1,363			1,263			1,382
Other taxes		433			387			482
Exploration expenses		498			307			489
Total costs and expenses		68,304			50,366			71,186
Income from operations		5,317			3,590			6,779
Net interest and other		(103	)		(149	)		(28	)
Loss on early extinguishment of debt		(92	)		-			-
Income from continuing operations before income taxes		5,122			3,441			6,751
Provision for income taxes		2,554			2,257			3,367
Income from continuing operations		2,568			1,184			3,384
Discontinued operations		-			279			144
Net income	$	2,568		$	1,463		$	3,528
Per Share Data
Basic:
Income from continuing operations	$	3.62		$	1.67		$	4.77
Discontinued operations	$	-		$	0.39		$	0.20
Net income	$	3.62		$	2.06		$	4.97
Diluted:
Income from continuing operations	$	3.61		$	1.67		$	4.75
Discontinued operations	$	-		$	0.39		$	0.20
Net income	$	3.61		$	2.06		$	4.95
Dividends	$	0.99		$	0.96		$	0.96

The accompanying notes are an integral part of these consolidated financial statements.

64

MARATHON OIL CORPORATION

Consolidated Balance Sheets

	December 31,
(In millions, except per share data)	2010			2009
Assets
Current assets:
Cash and cash equivalents	$	3,951		$	2,057
Receivables, less allowance for doubtful accounts of $7 and $14		5,972			4,677
Receivables from related parties		58			60
Inventories		3,453			3,622
Other current assets		395			221
Total current assets		13,829			10,637
Equity method investments		1,802			1,970
Property, plant and equipment, less accumulated depreciation, depletion and amortization of $19,805 and $17,185		32,222			32,121
Goodwill		1,380			1,422
Other noncurrent assets		781			902
Total assets	$	50,014		$	47,052
Liabilities
Current liabilities:
Accounts payable	$	8,000		$	6,982
Payables to related parties		49			64
Payroll and benefits payable		418			399
Accrued taxes		1,447			547
Deferred income taxes		324			403
Other current liabilities		580			566
Long-term debt due within one year		295			96
Total current liabilities		11,113			9,057
Long-term debt		7,601			8,436
Deferred income taxes		3,569			4,104
Defined benefit postretirement plan obligations		2,171			2,056
Asset retirement obligations		1,354			1,099
Deferred credits and other liabilities		435			390
Total liabilities		26,243			25,142
Commitments and contingencies
Stockholders’ Equity
Preferred stock - zero and 5 million shares issued, zero and 1 million shares outstanding (no par value, 26 million shares authorized)		-			-
Common stock:
Issued - 770 million and 769 million shares (par value $1 per share, 1.1 billion shares authorized)		770			769
Securities exchangeable into common stock – zero and 5 million shares issued, zero and 1 million shares outstanding (no par value, 29 million shares authorized)		-			-
Held in treasury, at cost – 60 million and 61 million shares		(2,665	)		(2,706	)
Additional paid-in capital		6,756			6,738
Retained earnings		19,907			18,043
Accumulated other comprehensive loss		(997	)		(934	)
Total stockholders’ equity		23,771			21,910
Total liabilities and stockholders’ equity	$	50,014		$	47,052

The accompanying notes are an integral part of these consolidated financial statements.

65

MARATHON OIL CORPORATION

Consolidated Statements of Cash Flows

(In millions)	2010			2009			2008
Increase in cash and cash equivalents
Operating activities:
Net income	$	2,568		$	1,463		$	3,528
Adjustments to reconcile net income to net cash provided by operating activities:
Loss on early extinguishment of debt		92			-			-
Discontinued operations		-			(279	)		(144	)
Deferred income taxes		(600	)		1,072			94
Long-lived asset impairments		479			19			21
Goodwill impairment		-			-			1,412
Depreciation, depletion and amortization		2,965			2,604			2,108
Pension and other postretirement benefits, net		44			(116	)		133
Exploratory dry well costs and unproved property impairments		225			81			170
Net gain on disposal of assets		(777	)		(205	)		(423	)
Equity method investments, net		22			42			62
Changes in:
Current receivables		(1,176	)		(1,632	)		2,612
Inventories		(171	)		(126	)		(246	)
Current accounts payable and accrued liabilities		2,070			2,169			(2,532	)
All other operating, net		132			118			(262	)
Net cash provided by continuing operations		5,873			5,210			6,533
Net cash provided by discontinued operations		-			58			219
Net cash provided by operating activities		5,873			5,268			6,752
Investing activities:
Additions to property, plant and equipment		(4,762	)		(6,231	)		(6,989	)
Disposal of assets		2,131			865			999
Trusteed funds - withdrawals		-			16			752
Investments - loans and advances		(45	)		(23	)		(117	)
Investments - repayments of loans and return of capital		102			94			93
Investing activities of discontinued operations		-			(84	)		(127	)
All other investing, net		(47	)		125			(16	)
Net cash used in investing activities		(2,621	)		(5,238	)		(5,405	)
Financing activities:
Borrowings		-			1,491			1,247
Debt issuance costs		-			(11	)		(7	)
Debt repayments		(665	)		(81	)		(1,366	)
Purchases of common stock		-			-			(402	)
Dividends paid		(704	)		(679	)		(681	)
All other financing, net		11			4			16
Net cash used in financing activities		(1,358	)		724			(1,193	)
Effect of exchange rate changes on cash:
Continuing operations		-			19			(44	)
Discontinued operations		-			(1	)		(24	)
Net increase in cash and cash equivalents		1,894			772			86
Cash and cash equivalents at beginning of period		2,057			1,285			1,199
Cash and cash equivalents at end of period	$	3,951		$	2,057		$	1,285

The accompanying notes are an integral part of these consolidated financial statements.

66

MARATHON OIL CORPORATION

Consolidated Statements of Stockholders’ Equity

(In millions)	Preferred Stock			Common Stock		Securities Exchangeable for Common Stock			Treasury Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balance as of January 1, 2008	$	-		$	765	$	-		$	(2,384	)	$	6,679		$	14,412		$	(249	)	$	19,223
Shares issued - stock based compensation		-			-		-			76			(63	)		-			-			13
Shares exchanged		-			2		-			-			2			-			-			4
Shares repurchased		-			-		-			(412	)		-			-			-			(412	)
Stock-based compensation		-			-		-			-			78			-			-			78
Net income		-			-		-			-			-			3,528			-			3,528
Other comprehensive loss		-			-		-			-			-			-			(344	)		(344	)
Dividends paid		-			-		-			-			-			(681	)		-			(681	)
Balance as of December 31, 2008	$	-		$	767	$	-		$	(2,720	)	$	6,696		$	17,259		$	(593	)	$	21,409
Shares issued - stock based compensation		-			-		-			20			(9	)		-			-			11
Shares exchanged		-			2		-			-			(2	)		-			-			-
Shares repurchased		-			-		-			(6	)		-			-			-			(6	)
Stock-based compensation		-			-		-			-			53			-			-			53
Net income		-			-		-			-			-			1,463			-			1,463
Other comprehensive income (loss)		-			-		-			-			-			-			(341	)		(341	)
Dividends paid		-			-		-			-			-			(679	)		-			(679	)
Balance as of December 31, 2009	$	-		$	769	$	-		$	(2,706	)	$	6,738		$	18,043		$	(934	)	$	21,910
Shares issued - stock based compensation		-			-		-			46			(12	)		-			-			34
Shares exchanged		-			1		-			-			(1	)		-			-			-
Shares repurchased		-			-		-			(5	)		-			-			-			(5	)
Stock-based compensation		-			-		-			-			31			-			-			31
Net income		-			-		-			-			-			2,568			-			2,568
Other comprehensive income (loss)		-			-		-			-			-			-			(63	)		(63	)
Dividends paid		-			-		-			-			-			(704	)		-			(704	)
Balance as of December 31, 2010	$	-		$	770	$	-		$	(2,665	)	$	6,756		$	19,907		$	(997	)	$	23,771
(Shares in millions)	Preferred Stock			Common Stock		Securities Exchangeable for Common Stock			Treasury Stock
Balance as of January 1, 2008		5			765		5			(55	)
Shares issued - acquisition
Shares issued - stock based compensation		-			-		-			2
Shares exchanged		(2	)		2		(2	)		-
Shares repurchased		-			-		-			(8	)
Balance as of December 31, 2008		3			767		3			(61	)
Shares issued - stock based
Shares exchanged		(2	)		2		(2	)		-
Balance as of December 31, 2009		1			769		1			(61	)
Shares issued - stock based compensation		-			-		-			1
Shares exchanged		(1	)		1		(1	)		-
Balance as of December 31, 2010		-			770		-			(60	)

The accompanying notes are an integral part of these consolidated financial statements.

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MARATHON OIL CORPORATION

Consolidated Statements of Comprehensive Income

(In millions)	2010			2009			2008
Net income	$	2,568		$	1,463		$	3,528
Other comprehensive loss
Post-retirement and post-employment plans
Change in actuarial loss		(76	)		(564	)		(397	)
Income tax benefit on post-retirement and post-employment plans		7			208			147
Post-retirement and post-employment plans, net of tax		(69	)		(356	)		(250	)
Derivative hedges
Net unrecognized gain (loss)		5			24			(91	)
Income tax benefit (provision) on derivatives		1			(12	)		24
Derivative hedges, net of tax		6			12			(67	)
Foreign currency translation and other
Unrealized gain (loss)		-			4			(43	)
Income tax benefit (provision) on foreign currency translation and other		-			(1	)		16
Foreign currency translation and other, net of tax		-			3			(27	)
Other comprehensive loss		(63	)		(341	)		(344	)
Comprehensive income	$	2,505		$	1,122		$	3,184

The accompanying notes are an integral part of these consolidated financial statements.

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

1. Summary of Principal Accounting Policies

We are engaged in worldwide exploration, production and marketing of liquid hydrocarbons and natural gas; oil sands mining and bitumen upgrading in Canada; domestic refining, marketing and transportation of crude oil and petroleum products; and worldwide marketing and transportation of products manufactured from natural gas, such as liquefied natural gas (“LNG”) and methanol.

Principles applied in consolidation – These consolidated financial statements include the accounts of our majority-owned, controlled subsidiaries and variable interest entities for which we are the primary beneficiary.

Investments in entities over which we have significant influence, but not control, are accounted for using the equity method of accounting. This includes entities in which we hold majority ownership but the minority shareholders have substantive participating rights in the investee. Income from equity method investments represents our proportionate share of net income generated by the equity method investees.

Equity method investments are carried at our share of net assets plus loans and advances. Such investments are assessed for impairment whenever changes in the facts and circumstances indicate a loss in value has occurred, if the loss is deemed to be other than temporary. When the loss is deemed to be other than temporary, the carrying value of the equity method investment is written down to fair value, and the amount of the write-down is included in net income. Differences in the basis of the investments and the separate net asset value of the investees, if any, are amortized into net income over the remaining useful lives of the underlying assets, except for the excess related to goodwill.

Investments in unincorporated joint ventures and undivided interests in certain operating assets are consolidated on a pro rata basis.

Reclassifications – We have revised prior year revenues and cost of revenues in the consolidated statements of income. Some of the sales from our Exploration and Production to our Refining, Marketing, and Transportation segment were presented as third-party revenues and should have been classified as intersegment revenues. This did not change consolidated income or segment income. The following reflects the reclassifications made:

(In millions)	2009			2008
Sales and other operating revenues, previously reported	$	53,373		$	74,875
Reclassification of revenues		(183	)		(165	)
Sales and other operating revenues, adjusted	$	53,190		$	74,710
Cost of revenues, previously reported	$	40,560		$	59,677
Reclassification of cost of revenues		(183	)		(165	)
Cost of revenues, adjusted	$	40,377		$	59,512

Use of estimates – The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the respective reporting periods.

Foreign currency transactions – The U.S. dollar is the functional currency of our foreign operating subsidiaries. Foreign currency transaction gains and losses are included in net income.

Revenue recognition – Revenues are recognized when products are shipped or services are provided to customers, title is transferred, the sales price is fixed or determinable and collectability is reasonably assured. Costs associated with revenues are recorded in cost of revenues.

In the continental U.S., production volumes of liquid hydrocarbons and natural gas are sold immediately and transported via pipeline. In Alaska and international locations, liquid hydrocarbon and natural gas production volumes may be stored as inventory and sold at a later time. In Canada, mined bitumen is first processed through an upgrader and then sold as synthetic crude oil. Both bitumen and synthetic crude oil may be stored as inventory.

We follow the sales method of accounting for crude oil and natural gas production imbalances and would recognize a liability if our existing proved reserves were not adequate to cover an imbalance. Imbalances have not been significant in the periods presented.

Rebates from vendors are recognized as a reduction of cost of revenues when the initiating transaction occurs. Incentives that are derived from contractual provisions are accrued based on past experience and recognized in cost of revenues.

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

Consumer excise taxes – We are required by various governmental authorities, including countries, states and municipalities, to collect and remit taxes on certain consumer products. Such taxes are presented on a gross basis in revenues and costs and expenses in the consolidated statements of income.

Cash and cash equivalents – Cash and cash equivalents include cash on hand and on deposit and investments in highly liquid debt instruments with original maturities of three months or less.

Accounts receivable and allowance for doubtful accounts – Our receivables primarily consist of customer accounts receivable, including proprietary credit card receivables. The allowance for doubtful accounts is the best estimate of the amount of probable credit losses in our proprietary credit card receivables. We determine the allowance based on historical write-off experience and the volume of proprietary credit card sales. We review the allowance quarterly and past-due balances over 180 days are reviewed individually for collectability. All other customer receivables are recorded at the invoiced amounts and generally do not bear interest. Account balances for these customer receivables are charged directly to bad debt expense when it becomes probable the receivable will not be collected.

Inventories – Inventories are carried at the lower of cost or market value. Cost of inventories is determined primarily under the last-in, first-out (“LIFO”) method.

We may enter into a contract to sell a particular quantity and quality of crude oil or refined product at a specified location and date to a particular counterparty, and simultaneously agree to buy a particular quantity and quality of the same commodity at a specified location on the same or another specified date from the same counterparty. We account for such matching buy/sell arrangements as exchanges of inventory, except for those arrangements accounted for as derivative instruments.

Derivative instruments – We may use derivatives to manage a portion of our exposure to commodity price risk, interest rate risk and foreign currency exchange rate risk. We also have limited authority to use selective derivative instruments that assume market risk. All derivative instruments are recorded at fair value. Commodity derivatives are reflected on our consolidated balance sheet on a net basis by brokerage firm, as they are governed by master netting agreements. Cash flows related to derivatives used to manage commodity price risk, interest rate risk and foreign currency exchange rate risk related to operating expenditures are classified in operating activities with the underlying transactions. Cash flows related to derivatives used to manage exchange rate risk related to capital expenditures denominated in foreign currencies are classified in investing activities with the underlying transactions.

Cash flow hedges – We may use foreign currency forwards and options to manage foreign currency risk associated with anticipated transactions, primarily expenditures for capital projects denominated in certain foreign currencies, and designate them as cash flow hedges. The effective portion of changes in fair value is recognized in other comprehensive income (“OCI”) and is reclassified to net income when the underlying forecasted transaction is recognized in net income. Any ineffective portion is recognized in net interest and financing costs as it occurs. For a discontinued cash flow hedge, prospective changes in the fair value of the derivative are recognized in net income. The accumulated gain or loss recognized in OCI at the time a hedge is discontinued continues to be deferred until the original forecasted transaction occurs. However, if it is determined that the likelihood of the original forecasted transaction occurring is no longer probable, the entire accumulated gain or loss recognized in OCI is immediately reclassified into net income.

We may use interest rate derivative instruments to manage the risk of interest rate changes during the period prior to anticipated borrowings and designate them as cash flow hedges. No such derivatives were outstanding at December 31, 2010 and 2009.

Fair value hedges – We may use interest rate swaps to manage our exposure to interest rate risk associated with fixed interest rate debt in our portfolio and we may use commodity derivative instruments to manage the price risk on natural gas that we purchase to be marketed with our natural gas production. Changes in the fair values of both the hedged item and the related derivative are recognized immediately in net income with an offsetting effect included in the basis of the hedged item. The net effect is to report in net income the extent to which the hedge is not effective in achieving offsetting changes in fair value.

Derivatives not designated as hedges – Derivatives that are not designated as hedges may include commodity derivatives used to manage price risk on: (1) the forecasted sale of crude oil, natural gas and synthetic crude oil that we produce, (2) inventories, (3) fixed price sales of refined products, (4) the acquisition of foreign-sourced crude oil, and (5) the acquisition of ethanol for blending with refined products. Changes in the fair value of derivatives not designated as hedges are recognized immediately in net income.

Contingent credit features – Our derivative instruments contain no significant contingent credit features.

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

Concentrations of credit risk – All of our financial instruments, including derivatives, involve elements of credit and market risk. The most significant portion of our credit risk relates to nonperformance by counterparties. The counterparties to our financial instruments consist primarily of major financial institutions and companies within the energy industry. To manage counterparty risk associated with financial instruments, we select and monitor counterparties based on our assessment of their financial strength and on credit ratings, if available. Additionally, we limit the level of exposure with any single counterparty.

Property, plant and equipment – We use the successful efforts method of accounting for oil and gas producing activities, which include our bitumen mining and upgrading.

Property acquisition costs – Costs to acquire mineral interests in traditional oil and natural gas properties or in oil sands mines, to drill and equip exploratory wells that find proved reserves, to drill and equip development wells and to construct or expand oil sand mines and upgrading facilities are capitalized. Costs to drill exploratory wells that do not find proved reserves, geological and geophysical costs and costs of carrying and retaining unproved properties are expensed. Costs incurred for exploratory wells that find reserves but cannot yet be classified as proved are capitalized if (1) the well has found a sufficient quantity of reserves to justify its completion as a producing well and (2) we are making sufficient progress assessing the reserves and the economic and operating viability of the project. The status of suspended well costs is monitored continuously and reviewed at least quarterly.

Depreciation, depletion and amortization – Capitalized costs to acquire oil and natural gas properties, which include our bitumen mining and upgrading facilities, are depreciated and depleted on a units-of-production basis based on estimated proved reserves. Capitalized costs of exploratory wells and development costs are depreciated and depleted on a units-of-production basis based on estimated proved developed reserves. Support equipment and other property, plant and equipment related to oil and gas producing activities are depreciated on a straight-line basis over their estimated useful lives which range from 1 to 43 years.

Property, plant and equipment unrelated to oil and gas producing activities is recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the assets, which range from 3 to 42 years.

Impairments – We evaluate our oil and gas producing properties, which include our bitumen mining and upgrading facilities, for impairment of value whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected undiscounted future cash flows from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized based on the fair value of the asset. Oil and gas producing properties are reviewed for impairment on a field-by-field basis or, in certain instances, by logical grouping of assets if there is significant shared infrastructure. Impairment of proved properties is required when the carrying value exceeds the related undiscounted future net cash flows based on proved and probable reserves. Oil and gas producing properties deemed to be impaired are written down to their fair value, as determined by discounted future net cash flows or, if available, comparable market value. We evaluate our unproved property investment and record impairment based on time or geologic factors in addition to the use of an undiscounted future net cash flow approach. Information such as drilling results, reservoir performance, seismic interpretation or future plans to develop acreage are also considered. Unproved property investments deemed to be impaired are written down to their fair value, as determined by discounted future net cash flows. Impairment expense for unproved oil and natural gas properties is reported in exploration expenses.

Refining, marketing and transportation assets are reviewed for impairment whenever events or changes in the circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected undiscounted future cash flows from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized based on the fair value of the asset.

Dispositions – When property, plant and equipment depreciated on an individual basis are sold or otherwise disposed of, any gains or losses are reported in net income. Gains on the disposal of property, plant and equipment are recognized when earned, which is generally at the time of closing. If a loss on disposal is expected, such losses are recognized when the assets are classified as held for sale. Proceeds from the disposal of property, plant and equipment depreciated on a group basis are credited to accumulated depreciation, depletion and amortization with no immediate effect on net income.

Goodwill – Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in the acquisition of a business. Such goodwill is not amortized, but rather is tested for impairment annually and when events or changes in circumstances indicate that the fair value of a reporting unit with goodwill has been reduced below carrying value. The impairment test requires allocating goodwill and other assets and liabilities to reporting units. The fair value of each reporting unit is determined and compared to the book value of the reporting unit. If the fair value of the reporting unit is less than the book value, including goodwill, then the recorded goodwill is impaired to its implied fair value with a charge to operating expense.

Major maintenance activities – Costs for planned major maintenance are expensed in the period incurred. These types of costs include contractor repair services, materials and supplies, equipment rentals and our labor costs.

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

Environmental costs – Environmental expenditures are capitalized if the costs mitigate or prevent future contamination or if the costs improve environmental safety or efficiency of the existing assets. We provide for remediation costs and penalties when the responsibility to remediate is probable and the amount of associated costs can be reasonably estimated. The timing of remediation accruals coincides with completion of a feasibility study or the commitment to a formal plan of action. Remediation liabilities are accrued based on estimates of known environmental exposure and are discounted when the estimated amounts are reasonably fixed and determinable. If recoveries of remediation costs from third parties are probable, a receivable is recorded and is discounted when the estimated amount is reasonably fixed and determinable.

Asset retirement obligations – The fair value of asset retirement obligations is recognized in the period in which the obligations are incurred if a reasonable estimate of fair value can be made. Our asset retirement obligations primarily relate to the abandonment of oil and gas producing facilities, which include our bitumen mining facilities. Asset retirement obligations for such facilities include costs to dismantle and relocate or dispose of production platforms, mine assets, gathering systems, wells and related structures and restoration costs of land and seabed, including those leased. Estimates of these costs are developed for each property based on the type of production structure, depth of water, reservoir characteristics, depth of the reservoir, market demand for equipment, currently available procedures and consultations with construction and engineering professionals. Asset retirement obligations have not been recognized for certain of our international oil and gas producing facilities as we currently do not have a legal obligation associated with the retirement of those facilities.

To a lesser extent, conditional asset retirement obligations for removal and disposal of fire-retardant material from certain refining facilities have also been recognized. The amounts recorded for such obligations are based on the most probable current cost projections. Asset retirement obligations have not been recognized for the removal of materials and equipment from or the closure of certain refinery, pipeline, marketing and bitumen upgrading assets because the fair value cannot be reasonably estimated since the settlement dates of the obligations are indeterminate.

Current inflation rates and credit-adjusted-risk-free interest rates are used to estimate the fair value of asset retirement obligations. Depreciation of capitalized asset retirement costs and accretion of asset retirement obligations are recorded over time. Depreciation is generally determined on a units-of-production basis for oil and gas production facilities, which include our bitumen mining and upgrading facilities, and on a straight-line basis for refining facilities, while accretion escalates over the lives of the assets.

Deferred income taxes – Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their tax bases as reported in our filings with the respective taxing authorities. Deferred tax assets are recorded when it is more likely than not that they will be realized. The realization of deferred tax assets is assessed periodically based on several interrelated factors. These factors include our expectation to generate sufficient future taxable income including future foreign source income, tax credits, operating loss carryforwards and management’s intent regarding the permanent reinvestment of the income from certain foreign subsidiaries.

Stock-based compensation arrangements – The fair value of stock options, stock options with tandem stock appreciation rights (“SARs”) and stock-settled SARs (“stock option awards”) is estimated on the date of grant using the Black-Scholes option pricing model. The model employs various assumptions, based on management’s best estimates at the time of grant, which impact the calculation of fair value and ultimately, the amount of expense that is recognized over the life of the stock option award. Of the required assumptions, the expected life of the stock option award and the expected volatility of our stock price have the most significant impact on the fair value calculation. We have utilized historical data and analyzed current information which reasonably support these assumptions.

The fair value of our restricted stock awards and common stock units is determined based on the fair market value of Marathon common stock on the date of grant.

Our stock-based compensation expense is recognized based on management’s best estimate of the awards that are expected to vest, using the straight-line attribution method for all service-based awards with a graded vesting feature. If actual forfeiture results are different than expected, adjustments to recognized compensation expense may be required in future periods. Unearned stock-based compensation is charged to stockholders’ equity when restricted stock awards are granted. Compensation expense is recognized over the vesting period and is adjusted if conditions of the restricted stock award are not met. Options with tandem SARs are classified as a liability and are remeasured at fair value each reporting period until settlement.

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

2. Accounting Standards

Recently Adopted

Variable interest accounting standards were amended by the Financial Accounting Standards Board (“FASB”) in June 2009. The new accounting standards replace the quantitative-based risks and rewards calculation for determining which enterprise has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity. In addition, the concept of qualifying special-purpose entities has been eliminated. Ongoing assessments of whether an enterprise is the primary beneficiary of a variable interest entity are also required. The amended variable interest accounting standards require reconsideration for determining whether an entity is a variable interest entity when changes in facts and circumstances occur such that the holders of the equity investment at risk, as a group, lack the power from voting rights or similar rights to direct the activities of the entity. Enhanced disclosures are required for any enterprise that holds a variable interest in a variable interest entity. Prospective application of these standards in the first quarter of 2010 did not have a significant impact on our consolidated results of operations, financial position or cash flows. The required disclosures are presented in Note 4.

A standard to improve disclosures about fair value measurements was issued by the FASB in January 2010. The additional disclosures required include: (1) the different classes of assets and liabilities measured at fair value, (2) the significant inputs and techniques used to measure Level 2 and Level 3 assets and liabilities for both recurring and nonrecurring fair value measurements, (3) the gross presentation of purchases, sales, issuances and settlements for the rollforward of Level 3 activity, and (4) the transfers in and out of Levels 1 and 2. We adopted all aspects of this standard in the first quarter of 2010. This adoption did not have a significant impact on our consolidated results of operations, financial position or cash flows. The required disclosures are presented in Note 15.

Oil and Gas Reserve Estimation and Disclosure standards were issued by the Financial Accounting Standards Board (“FASB”) in January 2010, which aligns the FASB’s reporting requirements with the below requirements of the Securities and Exchange Commission (“SEC”). The FASB also addresses the impact of changes in the SEC’s rules and definitions on accounting for oil and gas producing activities. Similar to the SEC requirements, the FASB requirements were effective for periods ending on or after December 31, 2009. Initial adoption did not have an impact on our consolidated results of operations, financial position or cash flows. The effect on depreciation, depletion and amortization expense subsequent to adoption, as compared to prior periods, was not significant. The required disclosures are presented in Supplementary Information on Oil and Gas Producing Activities (Unaudited).

In December 2008, the SEC announced that it had approved revisions to its oil and gas reporting disclosures. The new disclosure requirements include provisions that:

• Introduce a new definition of oil and gas producing activities. This new definition allows companies to include volumes in their reserve base from unconventional resources. Such unconventional resources include bitumen extracted from oil sands and oil and gas extracted from coal beds and shale formations.

• Report oil and gas reserves using an unweighted average price using the prior 12-month period, based on the closing prices on the first day of each month, rather than year-end prices.

• Permit companies to disclose their probable and possible reserves on a voluntary basis.

• Require companies to provide additional disclosure regarding the aging of proved undeveloped reserves.

• Permit the use of reliable technologies to determine proved reserves if those technologies have been demonstrated empirically to lead to reliable conclusions about reserves volumes.

• Replace the existing “certainty” test for areas beyond one offsetting drilling unit from a productive well with a “reasonable certainty” test.

• Require additional disclosures regarding the qualifications of the chief technical person who oversees the company’s overall reserve estimation process. Additionally, disclosures regarding internal controls surrounding reserve estimation, as well as a report addressing the independence and qualifications of its reserves preparer or auditor are required.

• Require separate disclosure of reserves in foreign countries if they represent 15 percent or more of total proved reserves, based on barrels of oil equivalents.

As with the FASB standard described above, adoption did not have an impact on our consolidated results of operations, financial position or cash flows. The additional disclosures required by the SEC can be found in Item 1. Business – Reserves.

Measuring liabilities at fair value, a FASB accounting standards update, was issued in August 2009. This update provides clarification for circumstances in which a quoted price in an active market for an identical liability is not available. In such circumstances, an entity is required to measure fair value using (1) the quoted price of the identical liability when traded as an asset, or (2) quoted prices for similar liabilities or similar liabilities when traded as assets, or (3) another valuation technique consistent with the fair value measurement principles such as an income approach or a

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

market approach. The new update for measuring liabilities at fair value was effective for the third quarter of 2009. Adoption did not have an impact on our consolidated results of operations, financial position or cash flows.

Interim disclosures about fair value of financial instruments were expanded by the FASB in April 2009. Disclosures about fair value of financial instruments are now required in interim reporting periods for publicly traded companies. This change was effective for the second quarter of 2009 and did not require disclosures for earlier periods presented for comparative purposes. Adoption did not have an impact on our consolidated results of operations, financial position or cash flows. The required disclosures are presented in Note 15.

Guidance for determining whether instruments granted in share-based payment transactions are participating securities was issued by the FASB in June 2008. It provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and, therefore, need to be included in the earnings allocation in computing earnings per share (“EPS”) under the two-class method. It was effective January 1, 2009 and all prior-period EPS data (including any amounts related to interim periods, summaries of earnings and selected financial data) were adjusted retrospectively to conform to its provisions. While our restricted stock awards meet this definition of participating securities, this application did not have a significant impact on our reported EPS.

Disclosure requirements for derivative instruments and hedging activities were expanded by the FASB in March 2008 to provide information regarding (1) how and why an entity uses derivative instruments, (2) how derivative instruments and related hedged items are accounted for and (3) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. Requirements include qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts and gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements. The amendments were effective January 1, 2009 and encouraged, but did not require, disclosures for earlier periods presented for comparative purposes at initial adoption. The required disclosures appear in Note 16.

Accounting for business combinations was revised by the FASB in December 2007. This significantly changes the accounting for business combinations. An acquiring entity is required to recognize all the assets acquired, liabilities assumed and any noncontrolling interest in the acquiree at their acquisition-date fair value with limited exceptions. The definition of a business is expanded and is expected to be applicable to more transactions. In addition, there are changes in the accounting treatment for changes in control, step acquisitions, transaction costs, acquired contingent liabilities, in-process research and development, restructuring costs, changes in deferred tax asset valuation allowances as a result of a business combination and changes in income tax uncertainties after the acquisition date. Accounting for changes in valuation allowances for acquired deferred tax assets and the resolution of uncertain tax positions for prior business combinations impact tax expense instead of impacting recorded goodwill. Additional disclosures are also required. In April 2009, the FASB issued guidance for accounting for assets acquired and liabilities assumed in a business combination that arise from contingencies. Both the December 2007 revision and the April 2009 guidance were effective on January 1, 2009 for all new business combinations. Because we had no business combinations in progress at January 1, 2009 and no significant business combinations completed since then, adoption did not have a significant impact on our consolidated results of operations, financial position or cash flows.

Accounting and reporting standards for fair value measurements were issued in September 2006 by the FASB. The standards define fair value, establish a framework for measuring fair value in generally accepted accounting principles and expand disclosures about fair value measurements. The standards do not require any new fair value measurements but may require some entities to change their measurement practices. We adopted these standards effective January 1, 2008 with respect to financial assets and liabilities and effective January 1, 2009 with respect to nonfinancial assets and liabilities. Adoption did not have a significant impact on our consolidated results of operations, financial position or cash flows.

An employer’s disclosures about plan assets of defined benefit pension or other postretirement plans were expanded in December 2008 by the FASB. Additional disclosures about investment policies and strategies, the reporting of fair value by asset category and other information about fair value measurements is required. This was effective January 1, 2009. Upon initial application, these new disclosures are not required for earlier periods that are presented for comparative purposes. These additional disclosures are presented in Note 20.

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

3. Information about United States Steel

The USX Separation – Prior to December 31, 2001, Marathon had two outstanding classes of common stock: USX - Marathon Group common stock, which was intended to reflect the performance of our energy business, and USX - U.S. Steel Group common stock (“Steel Stock”), which was intended to reflect the performance of our steel business. On December 31, 2001, in a tax-free distribution to holders of Steel Stock, we exchanged the common stock of United States Steel for all outstanding shares of Steel Stock on a one-for-one basis (the “USX Separation”). In connection with the USX Separation, Marathon and United States Steel entered into a number of agreements, including:

Financial Matters Agreement – Marathon and United States Steel entered into a Financial Matters Agreement that provides for United States Steel’s assumption of certain industrial revenue bonds and certain other financial obligations of Marathon. The Financial Matters Agreement also provides that, on or before December 31, 2011, United States Steel will provide for our discharge from any remaining liability under any of the assumed industrial revenue bonds.

Under the Financial Matters Agreement, United States Steel has all of the existing contractual rights under the leases assumed, including all rights related to purchase options, prepayments or the grant or release of security interests. However, United States Steel has no right to increase amounts due under or lengthen the term of any of the assumed leases, other than extensions set forth in the terms of any of the assumed leases.

United States Steel was the sole general partner of Clairton 1314B Partnership, L.P., which owned certain cokemaking facilities at United States Steel Clairton Works. We guaranteed to the limited partners all obligations of United States Steel under the partnership documents (“the Clairton 1314B Guarantee”). The Financial Matters Agreement requires United States Steel to use commercially reasonable efforts to have Marathon released from its obligations under this guarantee. The Clairton 1314B Partnership was terminated on October 31, 2008. We were not released from our obligations under the Clairton 1314B Guarantee upon termination of the partnership. As a result, we continue to guarantee the United States Steel indemnification of the former limited partners for certain income tax exposures.

The Financial Matters Agreement requires us to use commercially reasonable efforts to assure compliance with all covenants and other obligations to avoid the occurrence of a default or the acceleration of payments on the assumed obligations.

United States Steel’s obligations to Marathon under the Financial Matters Agreement are general unsecured obligations that rank equal to United States Steel’s accounts payable and other general unsecured obligations. The Financial Matters Agreement does not contain any financial covenants and United States Steel is free to incur additional debt, grant mortgages on or security interests in its property and sell or transfer assets without our consent.

4. Variable Interest Entities

The owners of the Athabasca Oil Sands Project (“AOSP”), in which we hold a 20 percent undivided interest, contracted with a wholly owned subsidiary of a publicly traded Canadian limited partnership (“Corridor Pipeline”) to provide materials transportation capabilities among the Muskeg River mine, the Scotford upgrader and markets in Edmonton. The contract, originally signed in 1999 by a company we acquired, allows each holder of an undivided interest in the AOSP to ship materials in accordance with its undivided interest. Costs under this contract are accrued and recorded on a monthly basis, with a $1 million current liability recorded at December 31, 2010. Under this agreement, the AOSP absorbs all of the operating and capital costs of the pipeline. Currently, no third-party shippers use the pipeline. Should shipments be suspended, by choice or due to force majeure, we remain responsible for the portion of the payments related to our undivided interest for all remaining periods. The contract expires in 2029; however, the shippers can extend its term perpetually. This contract qualifies as a variable interest contractual arrangement and the Corridor Pipeline qualifies as a Variable Interest Entity (“VIE”). We hold a variable interest but are not the primary beneficiary because our shipments are only 20 percent of the total; therefore the Corridor Pipeline is not consolidated. Our maximum exposure to loss as a result of our involvement with this VIE is the amount we expect to pay over the contract term, which was $778 million as of December 31, 2010. The liability on our books related to this contract at any given time will reflect amounts due for the immediately previous month’s activity, which is substantially less than the maximum exposure over the contract term. We have not provided financial assistance to Corridor Pipeline and we do not have any guarantees of such assistance in the future.

In December 2010, we closed the sale of our Minnesota assets, plus related inventories. Certain terms of the transaction resulted in the creation of variable interests in a VIE that owns the Minnesota assets. These variable interests include our ownership of a preferred equity interest in the buyer, operating margin support in the form of a capped liquidity guarantee, and reimbursements to us for costs incurred in connection with transition services provided to the buyer. Our preferred equity interest in this VIE was reflected at $80 million in other noncurrent assets on the consolidated balance sheet as of December 31 2010. At December 31, 2010, there was an additional $107 million receivable due from the buyer in the first quarter of 2011 related to a portion of the inventories sold.

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

We are not the primary beneficiary of this VIE and therefore do not consolidate it; we lack the power to control or direct the activities that impact the VIE’s operations and economic performance. Our preferred equity does not allow us to appoint a majority of the Board of Managers and limits our ability to vote only certain matters. Also, individually and cumulatively, none of our other variable interests expose us to residual returns or expected losses that are significant to the VIE.

Our maximum exposure to loss due to this VIE is $258 million. Our maximum exposure to loss was quantified based on contractual arrangements related to the sale. We did not provide any financial assistance to the buyer outside of our contractual arrangements related to the sale. See Note 6 for values related to each individual variable interest.

5. Related Party Transactions

During 2010, 2009 and 2008 only our equity method investees were considered related parties including:

• Alba Plant LLC, in which we have a 52 percent noncontrolling interest. Alba Plant LLC processes liquefied petroleum gas.

• The Andersons Clymers Ethanol LLC, in which we have a 35 percent interest, and The Andersons Marathon Ethanol LLC, in which we have a 50 percent interest (“Ethanol investments”). These companies each own an ethanol production facility.

• Atlantic Methanol Production Company LLC (“AMPCO”), in which we have a 45 percent interest. AMPCO is engaged in methanol production activity.

• Centennial Pipeline LLC (“Centennial”), in which we have a 50 percent interest. Centennial operates a refined products pipeline and storage facility.

• Equatorial Guinea LNG Holdings Limited (“EGHoldings”), in which we have a 60 percent noncontrolling interest.

• LOOP LLC, in which we have a 51 percent noncontrolling interest. LOOP LLC operates an offshore oil port.

• Pilot Travel Centers LLC (“PTC”), in which we sold our 50 percent interest in October 2008. PTC owns and operates travel centers primarily in the United States.

• Poseidon Oil Pipeline Company, LLC (“Poseidon”), in which we have a 28 percent interest. Poseidon transports crude oil.

Related party sales to PTC consisted primarily of petroleum products. In the fourth quarter of 2008, we completed the sale of our 50 percent ownership interest in PTC.

Revenues from related parties were as follows:

(In millions)	2010		2009		2008
EGHoldings	$	43	$	44	$	39
Centennial		54		34		31
Other equity method investees		20		19		20
PTC		-		-		1,789
Total revenues from related parties	$	117	$	97	$	1,879

Purchases from related parties were as follows:

(In millions)	2010		2009		2008
Alba Plant LLC	$	177	$	143	$	235
Ethanol investments		143		143		188
Poseidon		146		53		154
Centennial		72		58		61
LOOP LLC		35		40		35
Other equity method investees		51		48		42
Total purchases from related parties	$	624	$	485	$	715

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

Current receivables from related parties were as follows:

	December 31,
(In millions)	2010		2009
EGHoldings	$	40	$	36
Poseidon		4		11
Alba Plant LLC		10		10
AMPCO		3		2
Other equity method investees		1		1
Total receivables from related parties	$	58	$	60

Payables to related parties were as follows:

	December 31,
(In millions)	2010		2009
Poseidon	$	17	$	20
LOOP LLC		3		17
Ethanol investments		6		9
Alba Plant LLC		16		9
Other equity method investees		7		9
Total payables to related parties	$	49	$	64

6. Dispositions

Assets Held for Sale

In December 2010, we signed a sales agreement to sell our E&P segment’s Norwegian outside-operated interest in the Gudrun field development and the Brynhild and Eirin exploration areas, for a transaction value of $85 million plus working capital adjustments. We expect the sales transaction to close in the first quarter of 2011, subject to Norwegian governmental approval. A $64 million pretax loss on this disposition was recognized in the fourth quarter of 2010.

As of December 31, 2010, the Gudrun assets and liabilities held for sale are reported in the consolidated balance sheet as follows:

(In millions)
Other current assets	$	5
Other noncurrent assets		85
Total assets held for sale		90
Other current liabilities		11
Total liabilities held for sale	$	11

Minnesota disposition - In December 2010, we closed the sale of our Refining, Marketing, and Transportation (“RM&T”) segment’s St. Paul Park, Minnesota, refinery (including associated terminal, tankage and pipeline investments) and 166 SuperAmerica retail outlets (collectively, “Minnesota Assets”), plus related inventories. The transaction value was approximately $935 million. The terms of the sale included (1) a preferred stock interest in the entity that holds the Minnesota Assets with a stated value of $80 million, (2) a maximum $125 million earnout provision payable to us over eight years, (3) a maximum $60 million of margin support payable to the buyer over two years, (4) a receivable from the buyer of $107 million payable in the first quarter of 2011, and (5) guarantees with a maximum exposure of $11 million made on behalf of and to the buyer related to a limited number of convenience store sites. As a result of this continuing involvement, the related gain on sale of $89 million was deferred. We received $740 million in cash excluding closing adjustments but prior to post closing adjustments. The timing and amount of deferred gain ultimately recognized in the income statement is subject to the resolution of our continuing involvement.

We will provide transition services for a period of twelve months, that can be extended for up to an additional six months at the buyer’s option. The buyer can cancel the transition services arrangement at any time with minimal notice. Although, we will provide personnel to operate and maintain the Minnesota Assets, the buyer will provide management and operational strategy for the refinery.

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

Angola disposition – During 2010, we closed the sale of a 20 percent outside-operated interest in our E&P segment’s Production Sharing Contract and Joint Operating Agreement in Block 32 offshore Angola. We received net proceeds of $1.3 billion and recorded a pretax gain on the sale of $811 million. We retained a 10 percent outside-operated interest in Block 32.

Gabon disposition – In December 2009, we closed the sale of our operated fields offshore Gabon, receiving net proceeds of $269 million, after closing adjustments. A $232 million pretax gain on this disposition was reported in discontinued operations for 2009.

Permian Basin disposition – In June 2009, we closed the sale of our operated and a portion of our outside-operated Permian Basin producing assets in New Mexico and west Texas for net proceeds after closing adjustments of $293 million. A $196 million pretax gain on the sale was recorded.

Ireland dispositions – In April 2009, we closed the sale of our operated properties in Ireland for net proceeds of $84 million, after adjusting for cash held by the sold subsidiary. A $158 million pretax gain on the sale was recorded. As a result of this sale, we terminated our pension plan in Ireland, incurring a charge of $18 million.

In June 2009, we entered into an agreement to sell the subsidiary holding our 19 percent outside-operated interest in the Corrib natural gas development offshore Ireland. An initial $100 million payment was received at closing. Additional fixed proceeds of $135 million will be received at the earlier of first commercial gas or December 31, 2012. A $154 million impairment was recognized in discontinued operations in the second quarter of 2009.

Existing guarantees of our subsidiaries’ performance issued to Irish government entities will remain in place after the sales until the purchasers issue similar guarantees to replace them. The guarantees, related to asset retirement obligations and natural gas production levels, have been indemnified by the purchasers. The fair value of these guarantees is not significant.

Our Irish and our Gabonese businesses, which had been reported in our E&P segment, have been reported as discontinued operations in the consolidated statements of income and the consolidated statements of cash flows. Revenues and pretax income on these dispositions are shown in the table below.

(In millions)	2009		2008
Revenues applicable to discontinued operations	$	188	$	439
Pretax income from discontinued operations	$	80	$	221

Norwegian disposition – On October 31, 2008, we closed the sale of our Norwegian outside-operated E&P properties and undeveloped offshore acreage in the Heimdal area of the Norwegian North Sea for net proceeds of $301 million, with a pretax gain of $254 million as of December 31, 2008.

Pilot Travel Centers disposition – On October 8, 2008, we completed the sale of our 50 percent ownership interest in PTC. Sale proceeds were $625 million, with a pretax gain on the sale of $126 million. Immediately preceding the sale, we received a $75 million partial redemption of our ownership interest from PTC that was accounted for as a return of investment. This was an investment of our RM&T segment.

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

7. Income per Common Share

Basic income per share is based on the weighted average number of common shares outstanding, including securities exchangeable into common shares. Diluted income per share assumes exercise of stock options and stock appreciation rights, provided the effect is not antidilutive.

	2010				2009				2008
(In millions except per share data)	Basic		Diluted		Basic		Diluted		Basic		Diluted
Income from continuing operations	$	2,568	$	2,568	$	1,184	$	1,184	$	3,384	$	3,384
Discontinued operations		-		-		279		279		144		144
Net income	$	2,568	$	2,568	$	1,463	$	1,463	$	3,528	$	3,528
Weighted average common shares outstanding		710		710		709		709		709		709
Effect of dilutive securities		-		2		-		2		-		4
Weighted average common shares, including dilutive effect		710		712		709		711		709		713
Per share:
Income from continuing operations	$	3.62	$	3.61	$	1.67	$	1.67	$	4.77	$	4.75
Discontinued operations	$	-	$	-	$	0.39	$	0.39	$	0.20	$	0.20
Net income	$	3.62	$	3.61	$	2.06	$	2.06	$	4.97	$	4.95

The per share calculations above exclude 13 million, 10 million and 5 million stock options and stock appreciation rights in 2010, 2009 and 2008 that were antidilutive.

8. Segment Information

We have four reportable operating segments: Exploration and Production; Oil Sands Mining; Integrated Gas and Refining, Marketing and Transportation. Each of these segments is organized and managed based upon the nature of the products and services they offer.

• Exploration and Production (“E&P”) – explores for, produces and markets liquid hydrocarbons and natural gas on a worldwide basis.

• Oil Sands Mining (“OSM”) – mines, extracts and transports bitumen from oil sands deposits in Alberta, Canada, and upgrades the bitumen to produce and market synthetic crude oil and vacuum gas oil.

• Integrated Gas (“IG”) – markets and transports products manufactured from natural gas, such as LNG and methanol, on a worldwide basis; and

• Refining, Marketing and Transportation (“RM&T”) – refines, markets and transports crude oil and petroleum products, primarily in the Midwest, Gulf Coast and southeastern regions of the U.S.

Information regarding assets by segment is not presented because it is not reviewed by the chief operating decision maker (“CODM”). Segment income represents income from continuing operations, net of income taxes, attributable to the operating segments. Our corporate general and administrative costs are not allocated to the operating segments. These costs primarily consist of employment costs (including pension effects), professional services, facilities and other costs associated with corporate activities, net of associated income tax effects. Foreign currency remeasurement and transaction gains or losses are not allocated to operating segments. Non-cash gains and losses on two natural gas sales contracts in the United Kingdom that were accounted for as derivative instruments, impairments, gains or losses on disposal of assets or other items that affect comparability (as determined by the CODM) also are not allocated to operating segments.

Revenues from external customers are attributed to geographic areas based on selling location. No single customer accounts for more than 10 percent of annual revenues. Differences between segment totals for income from equity method investments, taxes and depreciation, depletion and amortization and our consolidated totals represent amounts related to corporate administrative activities and other unallocated items and are included in “Items not allocated to segments, net of income taxes” in reconciliation below. Capital expenditures include accruals but not corporate administrative activities. As discussed in Note 6, discontinued operations for our Irish and Gabonese businesses in 2009 and 2008 have been excluded from segment results. Our investment in Pilot Travel Centers LLC, which was reported in our RM&T segment, was sold in the fourth quarter of 2008.

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

(In millions)	E&P			OSM			IG		RM&T			Total
2010
Revenues:
Customer	$	8,923		$	744		$	150	$	62,387		$	72,204
Intersegment		2,040			176			-		39			2,255
Related parties		56			-			-		61			117
Segment revenues		11,019			920			150		62,487			74,576
Elimination of intersegment revenues		(2,040	)		(176	)		-		(39	)		(2,255	)
Total revenues	$	8,979		$	744		$	150	$	62,448		$	72,321
Segment income (loss)	$	1,940		$	(50	)	$	142	$	682		$	2,714
Income from equity method investments		188			-			181		70			439
Depreciation, depletion and amortization		1,935			105			2		914			2,956
Income tax provision (benefit)		2,266			(12	)		73		446			2,773
Capital expenditures		2,474			874			2		1,175			4,525
(In millions)	E&P			OSM			IG		RM&T			Total
2009
Revenues:
Customer	$	6,972	(a)	$	635	(b)	$	50	$	45,461		$	53,118
Intersegment		918	(c)		88	(c)		-		31			1,037
Related parties		59			-			-		38			97
Segment revenues		7,949			723			50		45,530			54,252
Elimination of intersegment revenues		(918	)		(88	)		-		(31	)		(1,037	)
Gain on U.K. natural gas contracts		72			-			-		-			72	(d)
Total revenues	$	7,103		$	635		$	50	$	45,499		$	53,287
Segment income	$	1,221		$	44		$	90	$	464		$	1,819
Income from equity method investments		125			-			144		29			298
Depreciation, depletion and amortization		1,795			124			3		670			2,592
Income tax provision		1,563			6			39		234			1,842
Capital expenditures		2,162			1,115			2		2,570			5,849
(In millions)	E&P			OSM			IG		RM&T			Total
2008
Revenues:
Customer	$	10,886	(a)	$	1,068	(b)	$	93	$	62,445		$	74,492
Intersegment		1,308	(c)		145	(c)		-		209			1,662
Related parties		52			-			-		1,827			1,879
Segment revenues		12,246			1,213			93		64,481			78,033
Elimination of intersegment revenues		(1,308	)		(145	)		-		(209	)		(1,662	)
Gain on U.K. natural gas contracts		218			-			-		-			218	(d)
Total revenues	$	11,156		$	1,068		$	93	$	64,272		$	76,589
Segment income (loss)	$	2,556		$	258		$	302	$	1,179		$	4,295
Income from equity method investments		225			-			402		178			805
Depreciation, depletion and amortization		1,337			143			3		606			2,089
Income tax provision (benefit)		2,827			93			131		684			3,735
Capital expenditures		2,971			1,038			4		2,954			6,967

^(a) We have revised 2009 and 2008 amounts as discussed in Note 1. E&P segment customer revenues were reduced by $269 million in 2009 and $311 million in 2008; however, segment income did not change because an offsetting amount is in cost of revenues.

^(b) We have revised 2009 and 2008 amounts as discussed in Note 1. OSM segment customer revenues were increased by $86 million in 2009 and $146 million in 2008; however, segment income did not change because an offsetting amount is in cost of revenues.

^(c) We have revised 2009 and 2008 amounts as discussed in Note 1. E&P segment intersegment revenues increased $366 million in 2009 and $510 million in 2008 and OSM intersegment revenues decreased $30 million in 2009 and $55 million in 2008; however, consolidated income did not change because intersegment activity eliminates in consolidation.

^(d) The U.K. natural gas contracts expired in September 2009.

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Notes to Consolidated Financial Statements

The following reconciles segment income to net income as reported in the consolidated statements of income:

(In millions)	2010			2009			2008
Segment income	$	2,714		$	1,819		$	4,295
Items not allocated to segments, net of income taxes:
Corporate and other unallocated items		(180	)		(422	)		(75	)
Foreign currency remeasurement of taxes		32			(319	)		249
Impairments		(303	)(a)		(45	)(a)		(1,437	)(a)
Gain on U.K. natural gas contracts		-			37			111
Gain on dispositions		407			114			241
Deferred income taxes - tax legislation changes		(45	)		-			-
Loss on early extinguishment of debt		(57	)		-			-
Discontinued operations		-			279			144
Net income	$	2,568		$	1,463		$	3,528

^(a) Significant impairments in 2010 and 2009 are further discussed, on a pretax basis, in Note 15. The 2008 impairment primarily relates to goodwill, see Note 14.

The following reconciles total revenues to sales and other operating revenues (including consumer excise taxes) as reported in the consolidated statements of income.

(In millions)	2010		2009		2008
Total revenues	$	72,321	$	53,287	$	76,589
Less: Sales to related parties		117		97		1,879
Sales and other operating revenues (including consumer excise taxes)	$	72,204	$	53,190	$	74,710

The following summarizes revenues from external customers by geographic area.

(In millions)	2010		2009		2008
United States	$	64,229	$	47,024	$	68,723
International		8,092		6,263		7,866
Total revenues	$	72,321	$	53,287	$	76,589

The following summarizes certain long-lived assets by geographic area, including property, plant and equipment and investments.

(In millions)	2010		2009
United States	$	18,609	$	18,500
Canada		9,420		8,774
Equatorial Guinea		2,387		2,584
Norway		1,633		1,743
Other international		2,071		2,510
Total long-lived assets	$	34,120	$	34,111

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

Revenues by product line were:

(In millions)	2010		2009		2008
Refined products	$	56,025	$	40,518	$	59,299
Merchandise		3,369		3,308		3,028
Liquid hydrocarbons		11,349		8,112		11,204
Natural gas		1,295		1,126		2,739
Other products or services		283		223		319
Total revenues	$	72,321	$	53,287	$	76,589

9. Other Items

Net interest and other

(In millions)	2010			2009			2008
Interest:
Interest income	$	12		$	11		$	55
Interest expense(a)		(511	)		(510	)		(418	)
Income on interest rate swaps		26			17			1
Interest capitalized		410			441			305
Total interest		(63	)		(41	)		(57	)
Other:
Net foreign currency gains (losses)		(27	)		(36	)		40
Writeoff of contingent proceeds(b)		(15	)		(70	)		-
Other		2			(2	)		(11	)
Total other		(40	)		(108	)		29
Net interest and other	$	(103	)	$	(149	)	$	(28	)

^(a) Excludes $16 million, $27 million and $29 million paid by United States Steel in 2010, 2009 and 2008 on assumed debt.

^(b) A portion of the contingent proceeds from the sale of the Corrib natural gas development was written off in the fourth quarter of 2009 on the basis of new public information regarding the pipeline that would transport gas from the Corrib development. The remaining carrying value of this contingent asset was written off in 2010.

Foreign currency transactions - Aggregate foreign currency gains (losses) were included in the consolidated statements of income as follows:

(In millions)	2010			2009			2008
Net interest and other financing costs	$	(27	)	$	(36	)	$	40
Provision for income taxes		1			(319	)		249
Aggregate foreign currency gains (losses)	$	(26	)	$	(355	)	$	289

10. Income Taxes

Income tax provisions (benefits) were:

	2010								2009								2008
(In millions)	Current		Deferred			Total			Current			Deferred		Total			Current		Deferred			Total
Federal	$	183	$	(358	)	$	(175	)	$	(224	)	$	162	$	(62	)	$	921	$	192		$	1,113
State and local		34		(30	)		4			(75	)		40		(35	)		146		12			158
Foreign		2,937		(212	)		2,725			1,484			870		2,354			2,206		(110	)		2,096
Total	$	3,154	$	(600	)	$	2,554		$	1,185		$	1,072	$	2,257		$	3,273	$	94		$	3,367

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

A reconciliation of the federal statutory income tax rate applied to income from continuing operations before income taxes to the provision for income taxes follows:

	2010			2009			2008
Statutory rate applied to income from continuing operations before income taxes		35	%		35	%		35	%
Effects of foreign operations, including foreign tax credits		16			12			21
Foreign currency remeasurement (gain) loss		-			10			(4	)
Effects of nondeductible goodwill impairment		-			-			7
Adjustments to valuation allowances(a)		(1	)		8			(10	)
State and local income taxes, net of federal income tax effects		-			(1	)		2
Tax law change		1			-			-
Other		(1	)		2			(1	)
Effective income tax rate on continuing operations		50	%		66	%		50	%

^(a) In 2009, it was determined that we may not be able to realize all recorded foreign tax credit benefits and therefore a valuation allowance was recorded against these benefits. In 2008, we released the valuation allowance on the Norwegian deferred tax asset associated with operating loss carryforwards upon completion of the operated Alvheim/Vilje development offshore Norway, with first production from Alvheim in June 2008 and from Vilje in July 2008.

The Patient Protection and Affordable Care Act (“PPACA”) and the Health Care and Education Reconciliation Act of 2010 (“HCERA”), (together, the “Acts”) were signed in to law in March 2010. The “Acts” effectively change the tax treatment of federal subsidies paid to sponsors of retiree health benefit plans that provide prescription drug benefits that are at least actuarially equivalent to the corresponding benefits provided under Medicare Part D. The federal subsidy paid to employers was introduced as part of the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (the “MPDIMA”). Under the MPDIMA, the federal subsidy does not reduce our income tax deduction for the costs of providing such prescription drug plans nor is it subject to income tax individually. Beginning in 2013, under the Acts, our income tax deduction for the costs of providing Medicare Part D-equivalent prescription drug benefits to retirees will be reduced by the amount of the federal subidy. Such a change in the tax law must be recognized in earnings in the period enacted regardless of the effective date. As a result, we recorded a charge of $45 million in the first quarter of 2010 for the write-off of deferred tax assets to reflect the change in the tax treatment of the federal subsidy.

Deferred tax assets and liabilities resulted from the following:

	December 31,
(In millions)	2010			2009
Deferred tax assets:
Employee benefits	$	1,079		$	1,163
Operating loss carryforwards		710			625
Foreign tax credits		2,045			1,934
Other		141			177
Valuation allowances
Federal(a)		(206	)		(280	)
State		(48	)		(45	)
Foreign(b)		(196	)		(157	)
Total deferred tax assets		3,525			3,417
Deferred tax liabilities
Property, plant and equipment		5,663			5,862
Inventories		597			615
Investments in subsidiaries and affiliates		1,116			1,330
Derivative instruments		-			33
Other		42			75
Total deferred tax liabilities		7,418			7,915
Net deferred tax liabilities	$	3,893		$	4,498

^(a) Our expectation regarding our ability to realize the benefit of foreign tax credits is based on certain assumptions concerning future operating conditions (particularly as related to prevailing commodity prices) and income generated from foreign sources. Federal valuation allowances decreased $73 million in 2010, increased $280 million in 2009 and decreased $29 million in 2008 due to changes in the expected realizability of foreign tax credits.

^(b) Foreign valuation allowances increased $39 million in 2010, primarily due to net operating loss carryforwards generated in Angola and Indonesia. Foreign valuation allowances decreased $55 million in 2009, mostly due to the reduction of net operating loss carryforwards as a result of the disposition of exploration and production businesses in Ireland. Foreign valuation allowances decreased $705 million in 2008 primarily due to the release of the Norwegian valuation allowance.

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Notes to Consolidated Financial Statements

At December 31, 2010, our operating loss carryforwards include $851 million for Angola income tax which have no expiration dates. Canadian operating loss carryforwards of $602 million expire from 2026 through 2030. Indonesia operating loss carryforwards of $129 million do not have expiration dates. State operating loss carryforwards of $1,234 million expire in 2011 through 2028.

Net deferred tax liabilities were classified in the consolidated balance sheet as follows:

	December 31,
(In millions)	2010		2009
Assets:
Other current assets	$	-	$	3
Other noncurrent assets		-		6
Liabilities:
Current deferred income taxes		324		403
Noncurrent deferred income taxes		3,569		4,104
Net deferred tax liabilities	$	3,893	$	4,498

We are continuously undergoing examination of our U.S. federal income tax returns by the Internal Revenue Service. Such audits have been completed through the 2007 tax year. We believe adequate provision has been made for federal income taxes and interest which may become payable for years not yet settled. Further, we are routinely involved in U.S. state income tax audits and foreign jurisdiction tax audits. We believe all other audits will be resolved within the amounts paid and/or provided for these liabilities. As of December 31, 2010, our income tax returns remain subject to examination in the following major tax jurisdictions for the tax years indicated:

United States(a)	2004 - 2009
Canada	2006 - 2009
Equatorial Guinea	2006 - 2009
Libya	2006 - 2009
Norway	2008 - 2009
United Kingdom	2008 - 2009

^(a) Includes federal and state jurisdictions.

The following table summarizes the activity in unrecognized tax benefits:

(In millions)	2010			2009			2008
Beginning balance	$	75		$	39		$	40
Additions based on tax positions related to the current year		28			30			-
Reductions based on tax positions related to the current year		(1	)		(2	)		-
Additions for tax positions of prior years		25			30			24
Reductions for tax positions of prior years		(12	)		(15	)		(26	)
Settlements		(12	)		(7	)		1
Ending balance	$	103		$	75		$	39

If the unrecognized tax benefits as of December 31, 2010 were recognized, $94 million would affect our effective income tax rate. There were $21 million of uncertain tax positions as of December 31, 2010 for which it is reasonably possible that the amount of unrecognized tax benefits would decrease during 2011.

Interest and penalties totaled $5 million expense in the year ended December 31, 2010. For the year ended December 31, 2009, interest and penalties were not significant and were a $14 million credit to income for the year ended December 31, 2008. As of December 31, 2010, 2009 and 2008, $15 million, $7 million and $8 million of interest and penalties were accrued related to income taxes.

Pretax income from continuing operations included amounts attributable to foreign sources of $4,563 million in 2010, $2,947 million in 2009, and $4,029 million in 2008.

84

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

Undistributed income of certain consolidated foreign subsidiaries at December 31, 2010 amounted to $1,949 million for which no deferred U.S. income tax provision has been recorded because we intend to permanently reinvest such income in those foreign operations. If such income was not permanently reinvested, income tax expense of up to $682 million would be recorded.

11. Inventories

	December 31,
(In millions)	2010		2009
Liquid hydrocarbons, natural gas and bitumen	$	1,275	$	1,393
Refined products and merchandise		1,774		1,790
Supplies and sundry items		404		439
Inventories at cost	$	3,453	$	3,622

The LIFO method accounted for 85 percent and 85 percent of total inventory value at December 31, 2010 and 2009. Current acquisition costs were estimated to exceed the LIFO inventory value at December 31, 2010 and 2009 by $4,166 million and $3,115 million.

12. Equity Method Investments

	Ownership as of December 31, 2010			December 31,
(In millions)				2010		2009
EGHoldings		60	%	$	927	$	986
Alba Plant LLC		52	%		303		317
Atlantic Methanol Production Company LLC		45	%		210		224
LOOP LLC		51	%		181		149
Ethanol investments		(a	)		65		62
Other					116		232
Total				$	1,802	$	1,970

^(a) As discussed in Note 5, Ethanol investments represent our 35 percent ownership in The Andersons Clymers Ethanol LLC and our 50 percent ownership in The Anderson Marathon Ethanol LLC. Our Ethanol investments were impaired in 2008, due to an other-than-temporary loss in value as a result of declining demand and prices for ethanol, a poor outlook for short-term future profitability and, in the case of one production facility, recurring operating losses.

Summarized financial information for equity method investees is as follows:

(In millions)	2010		2009		2008
Income data – year:
Revenues and other income	$	2,243	$	1,916	$	15,766
Income from operations		999		677		1,608
Net income		841		576		1,436
Balance sheet data – December 31:
Current assets	$	898	$	802
Noncurrent assets		3,371		4,266
Current liabilities		513		767
Noncurrent liabilities		832		807

85

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

As of December 31, 2010, the carrying value of our equity method investments was $192 million higher than the underlying net assets of investees. This basis difference is being amortized into net income over the remaining estimated useful lives of the underlying net assets, except for $49 million of the excess related to goodwill.

Dividends and partnership distributions received from equity method investees (excluding distributions that represented a return of capital previously contributed) were $436 million in 2010, $340 million in 2009 and $827 million in 2008. In 2008 we received a $75 million partial redemption of our partnership interest from Pilot Travel Centers that was accounted for as a return of our investment.

13. Property, Plant and Equipment

	December 31,
(In millions)	2010			2009
E&P
United States	$	13,532		$	12,271
International		11,736			11,434
Total E&P		25,268			23,705
OSM		9,631			8,811
IG		47			46
RM&T		16,624			16,336
Corporate		457			408
Total property, plant and equipment	$	52,027		$	49,306
Less accumulated depreciation, depletion and amortization		(19,805	)		(17,185	)
Net property, plant and equipment	$	32,222		$	32,121

Property, plant and equipment includes gross assets acquired under capital leases of $272 million and $247 million at December 31, 2010 and 2009, with related amounts in accumulated depreciation, depletion and amortization of $48 million and $26 million at December 31, 2010 and 2009.

Property impairments were $479 million, $19 million and $21 million in 2010, 2009 and 2008. We assess the carrying value of our assets when events such as commodity price declines, downward reserve revisions or other market factors indicate their value may have decreased. Property impairments are recorded when the assumed fair value of the asset is less than the carrying value. See Note 15 for discussions of the fair value measurements.

Deferred exploratory well costs were as follows:

	December 31,
(In millions)	2010		2009		2008
Amounts capitalized less than one year after completion of drilling	$	334	$	679	$	863
Amounts capitalized greater than one year after completion of drilling		323		150		54
Total deferred exploratory well costs	$	657	$	829	$	917
Number of projects with costs capitalized greater than one year after completion of drilling		7		3		2

Exploratory well costs capitalized greater than one year after completion of drilling as of December 31, 2010 are summarized by geographical area below:

(In millions)	Amount
Gulf of Mexico	$	147
Angola		125
Other International		51
Total	$	323

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MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

Well costs that have been suspended for longer than one year are associated with seven projects. The majority of these 2008 and 2009 costs are associated with deepwater Gulf of Mexico projects. These costs are suspended pending the completion of an economic evaluation including, but not limited to, results of additional appraisal drilling, facilities, infrastructure, well-test analysis, geological and geophysical data and approval of a development plan. The costs for Angola began in 2004. The development alternatives are being evaluated and optimization efforts continue for this project. The 2004 through 2009 costs incurred on other international projects are pending commencement of FEED and consideration of optimal development plans in 2011. Management believes these projects with suspended exploratory drilling costs exhibit sufficient quantities of hydrocarbons to justify potential development.

(In millions)	2010			2009			2008
Beginning Balance	$	829		$	917		$	783
Additions		329			155			413
Dry well expense		(83	)		(32	)		(63	)
Transfers to development		(54	)		(211	)		(216	)
Dispositions		(364	)		-			-
Ending Balance	$	657		$	829		$	917

14. Goodwill

Goodwill is tested for impairment on an annual basis, or when events or changes in circumstances indicate the fair value of a reporting unit with goodwill has been reduced below the carrying value. We performed our annual impairment test during 2010 and 2009 and no impairment was required. The fair value of each of our reporting units exceeded the book value appreciably; however, should market conditions deteriorate or commodity prices decline significantly, an impairment in our reporting units may be necessary.

2008

We performed our 2008 annual goodwill impairment test during the second quarter for our E&P reporting unit, during the third quarter for our OSM reporting unit and during the fourth quarter for our reporting units comprising the RM&T segment, at which time no impairment to the carrying value of goodwill was identified. We tested goodwill for impairment again in the fourth quarter of 2008 for our E&P and OSM reporting units because of the late 2008 disruption in the credit and equity markets and the significant change in commodity prices impacted several of the significant assumptions used in our determination of fair value.

Since limited market-based data was available, we principally used an income based discounted cash flow model to compute the fair value of our reporting units. In applying this valuation method, there was a significant amount of judgment required, involving estimates regarding amount and timing of future production, commodity prices and the discount rate appropriate for each reporting unit. We used our planning and capital investment projections, which consider factors such as a combination of proved and risk-adjusted probable and possible reserves, expected future commodity prices and operating costs. An appropriate discount rate was selected for the each of the reporting units. We also compared our significant assumptions used to determine the fair value amounts against other market-based information, if available. In addition, we considered several fair value determination scenarios using key assumption sensitivities to corroborate our fair value estimates.

Testing goodwill for impairment is a two step process. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired, thus the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment, if any. Our fourth quarter 2008 fair value estimate for the OSM reporting unit was less than the carrying amount.

The second step of the goodwill impairment test, used to measure the amount of impairment loss, compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. The implied fair value of goodwill shall be determined in the same manner as the amount of goodwill recognized in a business combination. This requires a hypothetical purchase price to be established as if the fair value of the reporting unit was the current price paid to acquire the reporting unit. To determine what the implied fair value of the recorded goodwill would be, the fair value for that reporting unit is hypothetically allocated to all assets and liabilities within that reporting unit. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is required to be recognized in an amount equal to that excess.

The second step in the goodwill impairment process indicated there was no remaining implied fair value of goodwill as of December 31, 2008, for the OSM reporting unit. This was largely due to the disruption in the credit and equity markets, which impacts discount rate assumptions, a change in the timing of expected production and the decline in

87

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

commodity prices. As a result, a $1,412 million impairment of goodwill for the OSM reporting unit was recorded and reported on a separate line of our consolidated statement of income for 2008.

The changes in the carrying amount of goodwill for the years ended December 31, 2010, and 2009, were as follows:

(In millions)	E&P			OSM			RM&T			Total
2009
Beginning balance	$	568		$	1,412		$	879		$	2,859
Less: accumulated impairment		-			(1,412	)		-			(1,412	)
Beginning balance, net		568			-			879			1,447
Deferred tax adjustments		-			-			9			9
Contingent consideration adjustment		-			-			(1	)		(1	)
Dispositions		(31	)		-			(2	)		(33	)
Ending balance, net		537			-			885			1,422
2010
Beginning balance, gross		537			1,412			885			2,834
Less: accumulated impairments		-			(1,412	)		-			(1,412	)
Beginning balance, net		537			-			885			1,422
Contingent consideration adjustment		-			-			(1	)		(1	)
Dispositions		-			-			(34	)		(34	)
Purchase price adjustment		-			-			(7	)		(7	)
Ending balance, net	$	537		$	-		$	843		$	1,380

15. Fair Value Measurements

Fair Values - Recurring

The following table presents assets and liabilities accounted for at fair value on a recurring basis as of December 31, 2010 and 2009 by fair value hierarchy level.

	December 31, 2010
(In millions)	Level 1			Level 2		Level 3			Collateral		Total
Derivative instruments, assets
Commodity	$	58		$	-	$	1		$	81		140
Interest rate		-			32		-			-		32
Derivative instruments, assets		58			32		1			81		172
Derivative instruments, liabilities
Commodity	$	(102	)	$	-	$	(3	)	$	-		(105	)
Derivative instruments, liabilities		(102	)		-		(3	)		-		(105	)

88

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

		December 31, 2009
(In millions)		Level 1			Level 2			Level 3			Collateral		Total
Derivative instruments, assets
Commodity	$	133		$	11		$	12		$	63	$	219
Interest rate		-			-			7			-		7
Foreign currency		-			1			2			-		3
Derivative instruments, assets		133			12			21			63		229
Derivative instruments, liabilities
Commodity	$	(125	)	$	(12	)	$	(10	)	$	-	$	(147	)
Interest rate		-			-			(2	)		-		(2	)
Derivative instruments, liabilities		(125	)		(12	)		(12	)		-		(149	)

Commodity derivatives in Level 1 are exchange-traded contracts for crude oil, natural gas, refined products and ethanol measured at fair value with a market approach using the close-of-day settlement prices for the market. Commodity derivatives, interest rate derivatives and foreign currency forwards in Level 2 are measured at fair value with a market approach using broker quotes or prices obtained from third-party services such as Bloomberg L.P. or Platt’s, a Division of McGraw-Hill Corporation (“Platt’s”), which have been corroborated with data from active markets for similar assets and liabilities. Collateral deposits related to both Level 1 and Level 2 commodity derivatives are in broker accounts covered by master netting agreements.

Interest rate derivatives, in Level 3 for 2009, are reported in Level 2 in 2010 because we now corroborate the interest rates used in the fair value measurement to active markets.

Commodity derivatives in Level 3 are measured at fair value with a market approach using prices obtained from third-party services such as Platt’s and price assessments from other independent brokers. The fair value of foreign currency options is measured using an option pricing model for which the inputs are obtained from a third-party reporting service, Bloomberg L.P. Since we are unable to independently verify information from the third-party service providers to active markets, all these measures are considered Level 3.

The following is a reconciliation of the net beginning and ending balances recorded for derivative instruments classified as Level 3 in the fair value hierarchy.

(In millions)		2010			2009			2008
Beginning balance	$	9		$	(26	)	$	(355	)
Total realized and unrealized losses (gains):
Included in net income		23			68			210
Included in other comprehensive income		4			(1	)		1
Transfers to Level 2		(30	)		-			-
Purchases		2			5			6
Sales		-			(23	)		-
Issuances		-			(44	)		-
Settlements		(10	)		30			112
Ending balance	$	(2	)	$	9		$	(26	)

Related to the derivatives in Level 3, net income for the years ended December 31, 2010 and 2009 included unrealized losses of $1 million and $7 million, respectively, and an unrealized gain of $299 million for the year ended December 31, 2008. See Note 16 for income statement impacts of our derivative instruments.

89

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

Fair Values – Nonrecurring

The following table shows the values of assets, by major category, measured at fair value on a nonrecurring basis in periods subsequent to their initial recognition.

	Year Ended December 31,
	2010				2009
(In millions)	Fair Value		Impairment		Fair Value		Impairment
Long-lived assets held for use	$	147	$	475	$	5	$	15
Long-lived assets held for sale		85		64		311		154
Equity method investment		-		25		-		-

During 2010 and 2009, several long-lived assets held for use were evaluated for impairment due to reductions in estimated reserves, reduced drilling expectations and declining natural gas prices. The fair values of the assets were measured using an income approach based upon internal estimates of future production levels, prices and discount rate, which are Level 3 inputs.

In March 2010, we completed a reservoir study which resulted in a portion of our Powder River Basin field being removed from plans for future development in our E&P segment. The field’s fair value was measured at $144 million, using an income approach based upon internal estimates of future production levels, prices and discount rate which are Level 3 inputs. This resulted in an impairment of $423 million.

As a result of changing market conditions, a supply agreement with a major customer was revised in June 2010. An impairment of $28 million was recorded for a plant that manufactures maleic anhydride. The plant was operated by our RM&T segment. The fair value was measured using a market approach based upon comparable area land values which are Level 3 inputs.

In the third quarter of 2010, we fully impaired our Integrated Gas segment’s equity method investment in an entity engaged in gas-to-fuels related technology. This investment was determined to have sustained an other than temporary loss in value. Based upon recent financial information, the fair value was measured with an income approach using internally developed estimates of future cash flows. These cash flows are Level 3 inputs.

In the fourth quarter of 2010, due to the pending sale of our outside-operated interest in Gudrun, located offshore Norway, we recorded a $64 million loss for this asset held for sale. The fair value of $85 million was based upon the pending transaction, which is a Level 3 market input.

The $154 million impairment charge recorded on assets held for sale in the second quarter of 2009 related to the sale of the Corrib natural gas development offshore Ireland and was based upon the fair value of anticipated sale proceeds (see Note 6). Fair value of anticipated sale proceeds includes (1) $100 million received at closing, (2) $135 million minimum amount due at the earlier of first gas or December 31, 2012, and (3) contingent proceeds subject to the timing of first commercial gas. The fair value of the total proceeds was measured using an income method that incorporated a probability-weighted approach with respect to timing of first commercial gas and an associated sliding scale on the amount of corresponding consideration specified in the sales agreement: the longer it takes to achieve first gas, the lower the amount of the consideration. Because a portion of the proceeds is variable in timing and amount depending upon timing of first commercial gas, the inputs to the fair value calculation were classified as Level 3 inputs.

90

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

The following table summarizes financial instruments, excluding the derivative financial instruments reported above, by individual balance sheet line item at December 31, 2010 and 2009.

	December 31,
	2010				2009
(In millions)	Fair Value		Carrying Amount		Fair Value		Carrying Amount
Financial assets
Other current assets	$	226	$	220	$	23	$	22
Other noncurrent assets		396		231		671		499
Total financial assets		622		451		694		521
Financial liabilities
Other current liabilities				-		-		-
Long-term debt, including current portion(a)		8,364		7,527		8,754		8,190
Deferred credits and other liabilities		66		67		71		73
Total financial liabilities	$	8,430	$	7,594	$	8,825	$	8,263

^(a) Excludes capital leases.

Our current assets and liabilities accounts include financial instruments, the most significant of which are trade accounts receivables and payables. We believe the carrying values of our current assets and liabilities approximate fair value. Our fair value assessment incorporates a variety of considerations, including (1) the short-term duration of the instruments, (2) our investment-grade credit rating, and (3) our historical incurrence of and expected future insignificance of bad debt expense, which includes an evaluation of counterparty credit risk. Exceptions to this assessment are

• the current portion of receivables from United States Steel Corporation (“United States Steel”), which is reported in other current assets above and discussed below;

• the current portion of our long-term debt, which is reported with long-term debt above and discussed below; and

The current portion of receivables from United States Steel is reported in other current assets, and the long-term portion is included in other noncurrent assets. The fair value of the receivables from United States Steel is measured using an income approach that discounts the future expected payments over the remaining term of the obligations. Because this receivable is not publicly-traded and not easily transferable, a hypothetical market based upon United States Steel’s borrowing rate curve is assumed and the majority of inputs to the calculation are Level 3. The industrial revenue bonds are to be redeemed on or before December 31, 2011, the tenth anniversary of the USX Separation.

Fair values of our remaining financial assets included in other noncurrent assets and of our financial liabilities included in deferred credits and other liabilities are measured using an income approach and most inputs are internally generated, which results in a Level 3 classification. Estimated future cash flows are discounted using a rate deemed appropriate to obtain the fair value.

Over 90 percent of our long-term debt instruments are publicly-traded. A market approach, based upon quotes from major financial institutions is used to measure the fair value of such debt. Because such quotes cannot be independently verified to the market they are considered Level 3 inputs. The fair value of our debt that is not publicly-traded is measured using an income approach. The future debt service payments are discounted using the rate at which we currently expect to borrow. All inputs to this calculation are Level 3.

91

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

16. Derivatives

For further information regarding the fair value measurement of derivative instruments see Note 15. See Note 1 for discussion of the types of derivatives we use and the reasons for them. The following table presents the gross fair values of derivative instruments, excluding cash collateral, and where they appear on the consolidated balance sheet as of December 31, 2010 and 2009:

	December 31, 2010
(In millions)		Asset		Liability		Net Asset		Balance Sheet Location
Fair Value Hedges
Interest rate	$	32	$	-	$	32		Other noncurrent assets
Total Designated Hedges		32		-		32
Not Designated as Hedges
Commodity		58		102		(44	)	Other current assets
Total Not Designated as Hedges		58		102		(44	)
Total	$	90	$	102	$	(12	)
	December 31, 2010
(In millions)		Asset		Liability		Net Liability		Balance Sheet Location
Not Designated as Hedges
Commodity	$	1	$	3	$	2		Other current liabilities
Total Not Designated as Hedges		1		3		2
Total	$	1	$	3	$	2
	December 31, 2009
(In millions)		Asset		Liability		Net Asset		Balance Sheet Location
Cash Flow Hedges
Foreign currency	$	2	$	-	$	2		Other current assets
Fair Value Hedges
Interest rate		8		3		5		Other noncurrent assets
Total Designated Hedges		10		3		7
Not Designated as Hedges
Foreign currency		1		-		1		Other current assets
Commodity		116		104		12		Other current assets
Total Not Designated as Hedges		117		104		13
Total	$	127	$	107	$	20
	December 31,2009
(In millions)		Asset		Liability		Net Liability		Balance Sheet Location
Fair Value Hedges
Commodity	$	-	$	1	$	1		Other current liabilities
Total Designated Hedges		-		1		1
Not Designated as Hedges
Commodity		13		15		2		Other current liabilities
Total Not Designated as Hedges		13		15		2
Total	$	13	$	16	$	3

92

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

Derivatives Designated as Cash Flow Hedges

We had no cash flow hedges at December 31, 2010. As of December 31, 2009, the following foreign currency forwards and options were designated as cash flow hedges:

(In millions)	Settlement Period		Notional Amount	Weighted Average Forward Rate
Foreign Currency Forwards
Dollar (Canada)	January 2010 - February 2010	$	24	1.062 (a)

^(a) U.S. dollar to foreign currency.

(In millions)	Period		Notional Amount	Weighted Average Exercise Price
Foreign Currency Options
Dollar (Canada)	January 2010 - September 2010	$	144	1.042 (a)

^(a) U.S. dollar to foreign currency.

The following table summarizes the pretax effect of derivative instruments designated as cash flow hedges in other comprehensive income:

		Gain (Loss) in OCI
(In millions)		2010		2009			2008
Foreign currency	$	4	$	39		$	(88	)
Interest rate	$	-	$	(15	)	$	-

Derivatives Designated as Fair Value Hedges

As of December 31, 2010, we had multiple interest rate swap agreements with a total notional amount of $1.45 billion at a weighted-average, LIBOR-based, floating rate of 4.43 percent. As of December 31, 2009, we had multiple interest rate swap agreements with a total notional amount of $1.35 billion at a weighted-average, LIBOR-based, floating rate of 4.37 percent. The interest rate swaps have no hedge ineffectiveness.

The following table summarizes the pretax effect of derivative instruments designated as hedges of fair value in our consolidated statements of income:

			Gain (Loss)
(In millions)	Income Statement Location		2010			2009			2008
Derivative
Commodity	Sales and other operating revenues	$	(1	)	$	(16	)	$	16
Interest rate	Net interest and other financing costs		26			-			30
			25			(16	)		46
Hedged Item
Commodity	Sales and other operating revenues		1			16			(21	)
Long-term debt	Net interest and other financing costs		(26	)		-			(30	)
		$	(25	)	$	16		$	(51	)

Derivatives not Designated as Hedges

During 2009, hedge accounting was discontinued prospectively for Kroner (Norway) and Euro foreign currency forwards when it was determined that they were no longer highly effective hedges. The Kroner contracts expired in 2009. The Euro contracts expired in June 2010. Ineffectiveness on these hedges of $3 million was recorded as a gain to net interest and other financing costs in 2009.

(In millions)	Settlement Period	Notional Amount	Weighted Average Forward Rate
Foreign Currency Forwards
Euro	March 2010 - June 2010	$            3	1.278 (a)

^(a) Foreign currency to U.S. dollar.

93

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

The tables below summarize open commodity derivative contracts of our RM&T segment at December 31, 2010 and 2009 that are not designated as hedges. These contracts enable us to effectively correlate our commodity price exposure to the relevant market indicators, thereby mitigating price risk.

December 31, 2010
	Position	Bbls per Day	Weighted Average (Dollars per Bbl)	Benchmark
Crude Oil
Exchange-traded	Long(a)	36,608	$    89.67	CME and IPE Crude(b) (c)
Exchange-traded	Short(a)	(61,485)	$    88.03	CME and IPE Crude(b) (c)
	Position	Bbls per Day	Weighted Average (Dollars per Gallon)	Benchmark
Refined Products
Exchange-traded	Long(d)	13,008	$    2.40	CME Heating Oil and RBOB(b) (e)
Exchange-traded	Short(d)	(11,044)	$    2.46	CME Heating Oil and RBOB(b) (e)

^(a) 87 percent of these contracts expire in the first quarter of 2011.

^(b) Chicago Mercantile Exchange (“CME”).

^(c) International Petroleum Exchange (“IPE”).

^(d) 98 percent of these contracts expire in the first quarter of 2011.

^(e) Reformulated Gasoline Blendstock for Oxygen Blending (“RBOB”).

December 31, 2009
	Position	Bbls per Day	Weighted Average (Dollars per Bbl)	Benchmark
Crude Oil
Exchange-traded	Long(a)	61,677	$    76.67	CME and IPE Crude(b) (c)
Exchange-traded	Short(a)	(54,395)	$    76.85	CME and IPE Crude(b) (c)
	Position	Bbls per Day	Weighted Average (Dollars per Gallon)	Benchmark
Refined Products
Exchange-traded	Long(d)	11,773	$    2.00	CME Heating Oil and RBOB(b) (e)
Exchange-traded	Short(d)	(17,030)	$    2.00	CME Heating Oil and RBOB(b) (e)

^(a) 79 percent of these contracts expired in the first quarter of 2010.

^(b) Chicago Mercantile Exchange (“CME”).

^(c) International Petroleum Exchange (“IPE”).

^(d) 97 percent of these contracts expired in the first quarter of 2010.

^(e) Reformulated Gasoline Blendstock for Oxygen Blending (“RBOB”).

The following table summarizes the effect of all derivative instruments not designated as hedges in our consolidated statements of income:

			Gain (Loss)
(In millions)	Income Statement Location		2010			2009			2008
Commodity	Sales and other operating revenues	$	120		$	76		$	293
Commodity	Cost of revenues		(28	)		(70	)		(108	)
Commodity	Other income		6			12			(3	)
Foreign currency	Net interest and other financing costs		-			3			-
		$	98		$	21		$	182

94

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

17. Debt

As of December 31, 2010, we had no borrowings against our $3 billion revolving credit facility and no commercial paper outstanding under our U.S. commercial paper program that is backed by the revolving credit facility.

The termination date on $2,625 million of our revolving credit facility is May 2013. The remaining $375 million has a termination date of May 2012. The facility requires a representation at an initial borrowing that there has been no change in our consolidated financial position or operations, considered as a whole which would materially and adversely affect our ability to perform our obligations under the revolving credit facility. Interest on the facility is based on defined short-term market rates. During the term of the agreement, we are obligated to pay a variable facility fee on the total commitment, which at December 31, 2010 was 0.08 percent.

	December 31,
(In millions)	2010			2009
Marathon Oil Corporation:
Revolving credit facility due 2012	$	-		$	-
6.125% notes due 2012(a)		450			450
6.000% notes due 2012(a)		400			400
5.900% notes due 2018(a)		894			1,000
6.800% notes due 2032(a)		550			550
9.375% debentures due 2012		53			87
9.125% debentures due 2013		114			174
6.500% debentures due 2014(a)		700			700
7.500% debentures due 2019(a)		688			800
6.000% debentures due 2017(a)		682			750
9.375% debentures due 2022		32			65
8.500% debentures due 2023		70			116
8.125% debentures due 2023		131			172
6.600% debentures due 2037(a)		750			750
4.550% promissory note, semi-annual payments due 2011 - 2015		340			408
Series A medium term notes due 2022		3			3
4.750% - 6.875% obligations relating to industrial development and environmental improvement bonds and notes due 2013 - 2033		221			310
5.125% obligation relating to revenue bonds due 2037		1,000			1,000
Sale-leaseback financing due 2011 - 2012		20			29
Capital lease obligation due 2011 - 2012		17			25
Consolidated subsidiaries
8.375% secured notes due 2012(a) (b)		448			448
Capital lease obligations due 2011 - 2024(c)		291			265
Total(d)		7,854			8,502
Unamortized fair value differential for debt assumed in acquisitions		16			27
Unamortized discount		(16	)		(20	)
Fair value adjustments (e)		42			23
Amounts due within one year		(295	)		(96	)
Total long-term debt due after one year	$	7,601		$	8,436

^(a) These notes contain a make-whole provision allowing us the right to repay the debt at a premium to market price.

^(b) These notes are senior secured notes of Marathon Oil Canada Corporation. The notes are secured by substantially all of Marathon Oil Canada Corporation’s assets. In January 2008, we provided a full and unconditional guarantee covering the payment of all principal and interest due under the senior notes.

^(c) These obligations as of December 31, 2010 include $73 million related to assets under construction at that date for which a capital lease will commence upon completion of construction. The amounts currently reported are based upon the percent of construction completed as of December 31, 2010 and therefore do not reflect future minimum lease obligations of $164 million related to the asset.

^(d) In the event of a change in control, as defined in the related agreements, debt obligations totaling $440 million at December 31, 2010, may be declared immediately due and payable.

^(e) See Note 15 for information on interest rate swaps.

95

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

Our long term debt agreements do not contain restrictive financial covenants.

United States Steel has assumed responsibility for repayment of a majority of the industrial development and environmental improvement bonds and notes due 2013-2033 as a result of the USX Separation. The Financial Matters Agreement provides that, on or before December 31, 2011, the tenth anniversary of the USX Separation, United States Steel shall pay us an amount equal to the principal amount of, all accrued and unpaid debt service then outstanding on, and any premium required to immediately retire each bond. Upon such payment, we shall retire all then outstanding bonds. In 2010 and 2009, United States Steel refinanced and paid off $89 million and $129 million face value of these bonds. The full $198 million remaining balance, assumed at December 31, 2010, is classified as due within one year. In addition, United State Steel has assumed responsibility for the sale-leaseback financing and capital lease obligations due 2011 through 2012.

The following table shows five years of debt payments.

(In millions)
2011	$	295
2012		1,455
2013		224
2014		788
2015		91

In April 2010, we repurchased the following debt a weighted average price equal to 117 percent of face value.

(In millions)
9.375% debentures due 2012	$	34
9.125% debentures due 2013		60
6.000% debentures due 2017		68
5.900% notes due 2018		106
7.500% debentures due 2019		112
9.375% debentures due 2022		33
8.500% debentures due 2023		46
8.125% debentures due 2023		41
Total debt purchases	$	500

As a result of the tender offers, we recorded a loss on extinguishment of debt of $92 million which included the transaction premium costs as well as deferred financing costs related to the repurchased debt.

See Note 25 for discussion of financing activities subsequent to December 31, 2010.

18. Asset Retirement Obligations

The following summarizes the changes in asset retirement obligations:

(In millions)	2010			2009
Beginning balance	$	1,102		$	965
Liabilities incurred, including acquisitions		49			54
Liabilities settled		(28	)		(65	)
Accretion expense (included in depreciation, depletion and amortization)		70			64
Revisions to previous estimates		162			84
Ending balance(a)	$	1,355		$	1,102

^(a) Includes asset retirement obligation of $1 and $3 million classified as short-term at December 31, 2010, and 2009.

96

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

19. Supplemental Cash Flow Information

(In millions)		2010			2009			2008
Net cash provided from operating activities from continuing operations included:
Interest paid (net of amounts capitalized)		$	107		$	19		$	92
Income taxes paid to taxing authorities			2,155			1,663			2,921
Commercial paper and revolving credit arrangements, net:
Commercial paper	- issuances	$	-		$	897		$	46,706
	- repayments		-			(897	)		(46,706	)
Credit agreements	- borrowings		-			-			404
	- repayments		-			-			(404	)
Noncash investing and financing activities:
Additions to property, plant and equipment
Asset retirement costs capitalized, excluding acquisitions		$	207		$	135		$	26
Change in capital expenditure accrual			(191	)		(343	)		30
Debt payments made by United States Steel			105			144			14
Capital lease and sale-leaseback financing obligations increase			33			86			84
Preferred stock received in asset disposition			80			-			-

20. Defined Benefit Postretirement Plans

We have noncontributory defined benefit pension plans covering substantially all domestic employees as well as international employees located in Norway and the United Kingdom. Through 2010, benefits under these plans have been based primarily on years of service and final average pensionable earnings.

We also have defined benefit plans for other postretirement benefits covering most employees. Health care benefits are provided through comprehensive hospital, surgical and major medical benefit provisions subject to various cost-sharing features. Life insurance benefits are provided to certain nonunion and union-represented retiree beneficiaries. Other postretirement benefits are not funded in advance.

Obligations and funded status – The accumulated benefit obligation for all defined benefit pension plans was $2,737 million and $2,659 million as of December 31, 2010 and 2009.

Summary information for our defined benefit pension plans follows. In 2010, only our U.S. plans have accumulated benefit obligations in excess of plan assets, while in 2009 all plans had accumulated benefit obligations in excess of plan assets.

	December 31,
	2010			2009
(In millions)	U.S.			U.S.			Int’l
Projected benefit obligation	$	(3,221	)	$	(2,989	)	$	(395	)
Accumulated benefit obligation		(2,365	)		(2,300	)		(359	)
Fair value of plan assets		1,798			1,623			348

97

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

The following summarizes the obligations and funded status for our defined benefit pension and other postretirement plans.

	Pension Benefits												Other Benefits
	2010						2009						2010			2009
(In millions)	U.S.			Int’l			U.S.			Int’l
Change in benefit obligations:
Benefit obligations at January 1	$	2,989		$	395		$	2,164		$	288		$	685		$	694
Service cost		92			19			130			14			18			17
Interest cost		153			22			146			22			39			41
Actuarial loss (gain)		287			6			703			85			69			(35	)
Foreign currency exchange rate changes		-			(18	)		-			26			-			-
Divestiture(a)		-			-			-			(30	)		-			-
Other		-			6			-			-			-			-
Benefits paid		(300	)		(15	)		(154	)		(10	)		(32	)		(32	)
Benefit obligations at December 31	$	3,221		$	415		$	2,989		$	395		$	779		$	685
Change in plan assets:
Fair value of plan assets at January 1	$	1,623		$	348		$	1,203		$	288		$	-		$	-
Actual return on plan assets		214			47			257			52			-			-
Employer contributions		267			20			311			34			-			-
Foreign currency exchange rate changes		-			(14	)		-			28			-			-
Divestiture(a)		-			-			-			(44	)		-			-
Other		(6	)		3			6			-			-			-
Benefits paid		(300	)		(15	)		(154	)		(10	)		-			-
Fair value of plan assets at December 31	$	1,798		$	389		$	1,623		$	348		$	-		$	-
Funded status of plans at December 31	$	(1,423	)	$	(26	)	$	(1,366	)	$	(47	)	$	(779	)	$	(685	)
Amounts recognized in the consolidated balance sheet:
Current liabilities		(21	)		-			(18	)		-			(36	)		(34	)
Noncurrent liabilities		(1,402	)		(26	)		(1,348	)		(47	)		(743	)		(651	)
Accrued benefit cost	$	(1,423	)	$	(26	)	$	(1,366	)	$	(47	)	$	(779	)	$	(685	)
Pretax amounts in accumulated other comprehensive income:(b)
Net loss (gain)	$	1,382		$	41		$	1,338		$	71		$	18		$	(53	)
Prior service cost (credit)		81			-			93			-			(24	)		(30	)

^(a) The divestiture is related to our discontinued operations in Ireland, as discussed in Note 6.

^(b) Amount excludes those related to LOOP LLC, an equity method investee with defined benefit pension and postretirement plans for which net losses of $9 million and $8 million were recorded in accumulated other comprehensive income, reflecting our 51 percent share.

Components of net periodic benefit cost and other comprehensive income – The following summarizes the net periodic benefit costs and the amounts recognized as other comprehensive income for our defined benefit pension and other postretirement plans.

98

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

	Pension Benefits
	2010						2009						2008						Other Benefits
(In millions)	U.S.			Int’l			U.S.			Int’l			U.S.			Int’l			2010			2009			2008
Components of net periodic benefit cost:
Service cost	$	92		$	19		$	130		$	14		$	127		$	19		$	18		$	17		$	18
Interest cost		153			22			146			22			135			25			39			41			44
Expected return on plan assets		(139	)		(22	)		(141	)		(21	)		(142	)		(26	)		-			-			-
Amortization
- prior service cost (credit)		13			-			13			1			13			-			(6	)		(5	)		(8	)
- actuarial loss (gain)		98			5			29			2			29			3			(2	)		(5	)		1
Other		-			2			-			-			-			-			-
Net settlement/curtailment loss(a)		69			-			4			18			-			-			-			-			-
Net periodic benefit cost(b)	$	286		$	26		$	181		$	36		$	162		$	21		$	49		$	48		$	55
Other changes in plan assets and benefit obligations recognized in other comprehensive income (pretax):
Actuarial loss (gain)	$	211		$	(25	)	$	587		$	52		$	532		$	(32	)	$	69		$	(34	)	$	(76	)
Amortization of actuarial (loss) gain		(167	)		(5	)		(33	)		(7	)		(29	)		(3	)		2			5			(1	)
Prior service cost		-			-			-			-			-			1			-			-			-
Amortization of prior service credit (cost)		(13	)		-			(13	)		(1	)		(13	)		-			6			5			8
Total recognized in other comprehensive income	$	31		$	(30	)	$	541		$	44		$	490		$	(34	)	$	77		$	(24	)	$	(69	)
Total recognized in net periodic benefit cost and other comprehensive income	$	317		$	(4	)	$	722		$	80		$	652		$	(13	)	$	126		$	24		$	(14	)

^(a) Settlement losses are recorded when lump sum payments from a plan in a period exceed the plan’s total service and interest costs for the period. Such settlements occurred in one or more of our U.S. plans in 2010 and 2009. Additionally, in 2009 a curtailment and settlement was recorded related to our discontinued operations in Ireland as discussed in Note 6.

^(b) Net periodic benefit cost reflects a calculated market-related value of plan assets which recognizes changes in fair value over three years.

The estimated net loss and prior service cost for our defined benefit pension plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost in 2011 are $121 million and $12 million. The 2011 net loss amortization is expected to be higher than the 2010 actual amortization primarily as a result of the decrease in the discount rate as shown in the table below. The estimated prior service credit for our other defined benefit postretirement plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost in 2011 is $7 million.

Plan assumptions – The following summarizes the assumptions used to determine the benefit obligations at December 31, and net periodic benefit cost for the defined benefit pension and other postretirement plans for 2010, 2009 and 2008.

	Pension Benefits
	2010				2009				2008				Other Benefits
(In millions)	U.S.		Int’l		U.S.		Int’l		U.S.		Int’l		2010		2009		2008
Weighted average assumptions used to determine benefit obligation:
Discount rate		5.05%		5.40%		5.50%		5.70%		6.90%		6.70%		5.55%		5.95%		6.85%
Rate of compensation increase		5.00%		5.10%		4.50%		5.55%		4.50%		4.75%		5.00%		4.50%		4.50%
Weighted average assumptions used to determine net periodic benefit cost:
Discount rate		5.23%		5.70%		6.90%		6.70%		6.30%		5.80%		6.85%		6.85%		6.60%
Expected long-term return on plan assets		8.50%		6.40%		8.50%		6.10%		8.50%		6.48%		-		-		-
Rate of compensation increase		4.50%		5.55%		4.50%		4.75%		4.50%		5.15%		4.50%		4.50%		4.50%

99

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

Expected long-term return on plan assets

U.S. plans – The overall expected long-term return on plan assets assumption for our U.S. plans is determined based on an asset rate-of-return modeling tool developed by a third-party investment group. The tool utilizes underlying assumptions based on actual returns by asset category and inflation and takes into account our U.S. pension plans’ asset allocation to derive an expected long-term rate of return on those assets. Capital market assumptions reflect the long-term capital market outlook. The assumptions for equity and fixed income investments are developed using a building-block approach, reflecting observable inflation information and interest rate information available in the fixed income markets. Long-term assumptions for other asset categories are based on historical results, current market characteristics and the professional judgment of our internal and external investment teams.

International plans – To determine the overall expected long-term return on plan assets assumption for our international plans, we consider the current level of expected returns on risk-free investments (primarily government bonds), the historical levels of the risk premiums associated with the other applicable asset categories and the expectations for future returns of each asset class. The expected return for each asset category is then weighted based on the actual asset allocation in our international pension plans to develop the overall expected long-term return on plan assets assumption.

Assumed health care cost trend rates

	2010		2009		2008
Health care cost trend rate assumed for the following year:
Medical
Pre-65		7.50%		7.00%		7.00%
Post-65		7.00%		6.75%		7.00%
Prescription drugs		7.50%		7.50%		10.00%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate):
Medical
Pre-65		5.00%		5.00%		5.00%
Post-65		5.00%		5.00%		5.00%
Prescription drugs		5.00%		5.00%		6.00%
Year that the rate reaches the ultimate trend rate:
Medical
Pre-65		2018		2014		2012
Post-65		2017		2015		2012
Prescription drugs		2018		2015		2016

Assumed health care cost trend rates have a significant effect on the amounts reported for defined benefit retiree health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects:

(In millions)	1-Percentage- Point Increase		1-Percentage- Point Decrease
Effect on total of service and interest cost components	$	9	$	7
Effect on other postretirement benefit obligations		106		87

Plan investment policies and strategies

The investment policies for our U.S. and international pension plan assets reflect the funded status of the plans and expectations regarding our future ability to make further contributions. Long-term investment goals are to: (1) manage the assets in accordance with the legal requirements of all applicable laws; (2) produce investment returns which meet or exceed the rates of return achievable in the capital markets while maintaining the risk parameters set by the plans’ investment committees and protecting the assets from any erosion of purchasing power; and (3) position the portfolios with a long-term risk/return orientation.

U.S. plans – Historical performance and future expectations suggest that common stocks will provide higher total investment returns than fixed income securities over a long-term investment horizon. Short-term investments are utilized for pension payments, expenses, and other liquidity needs. As such, the plans’ targeted asset allocation is comprised of 75 percent equity securities and 25 percent fixed income securities.

100

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

The plans’ assets are managed by a third-party investment manager. The investment manager has limited discretion to move away from the target allocations based upon the manager’s judgment as to current confidence or concern regarding the capital markets. Investments are diversified by industry and type, limited by grade and maturity. The plans’ investment policy prohibits investments in any securities in the steel industry and allows derivatives subject to strict guidelines, such that derivatives may only be written against equity securities in the portfolio. Investment performance and risk is measured and monitored on an ongoing basis through quarterly investment meetings and periodic asset and liability studies.

International plans – Our international plans’ target asset allocation is comprised of 70 percent equity securities and 30 percent fixed income securities. The plan assets are invested in six separate portfolios, mainly pooled fund vehicles, managed by several professional investment managers. Investments are diversified by industry and type, limited by grade and maturity. The use of derivatives by the investment managers is permitted, subject to strict guidelines. The investment managers’ performance is measured independently by a third-party asset servicing consulting firm. Overall, investment performance and risk is measured and monitored on an ongoing basis through quarterly investment portfolio reviews and periodic asset and liability studies.

Fair value measurements

Plan assets are measured at fair value. The following provides a description of the valuation techniques employed for each major plan asset class at December 31, 2010 and 2009.

Cash and cash equivalents – Cash and cash equivalents include cash on deposit and an investment in a money market mutual fund that invests mainly in short-term instruments and cash, both of which are valued using a market approach and are considered Level 1 in the fair value hierarchy. The money market mutual fund is valued at the net asset value (“NAV”) of shares held.

Equity securities – Investments in public investment trusts and S&P 500 exchange-traded funds are valued using a market approach at the closing price reported in an active market and are therefore considered Level 1. Non-public investment trusts are valued using a market approach based on the underlying investments in the trust, which are publicly-traded securities, and are considered Level 2. Private equity investments include interests in limited partnerships which are valued based on the sum of the estimated fair values of the investments held by each partnership, determined using a combination of market, income and cost approaches, plus working capital, adjusted for liabilities, currency translation and estimated performance incentives. These private equity investments are considered Level 3.

Mutual funds – Investments in mutual funds are valued using a market approach. The shares or units held are traded on the public exchanges and such prices are Level 1 inputs.

Pooled funds – Investments in pooled funds are valued using a market approach at the NAV of units held, but investment opportunities in such funds are limited to institutional investors on the behalf of defined benefit plans. The various funds consist of either an equity or fixed income investment portfolio with underlying investments held in U.S. and non-U.S. securities. Nearly all of the underlying investments are publicly-traded. The majority of the pooled funds held by our international pension plans are benchmarked against a relative public index as defined under the plans’ investment policies. These investments are considered Level 2.

Real estate – Real estate investments are valued based on discounted cash flows, comparable sales, outside appraisals, price per square foot or some combination thereof and therefore are considered Level 3.

Other – Other investments are composed of an investment in an unallocated annuity contract, an investment contract with an international insurance carrier, and investments in two limited liability companies (“LLCs”) with no public market. The LLCs were formed to acquire timberland in the northwest and other properties. The investment in an unallocated annuity contract is valued using a market approach based on the experience of the assets held in an insurer’s general account and is considered Level 2. The majority of the general account is invested in a well-diversified portfolio of high-quality fixed income securities, primarily consisting of investment-grade bonds. Investment income is allocated among pension plans participating in the general account based on the investment year method. Under this method, a record of the book value of assets held is maintained in subdivisions according to the calendar year in which the funds are invested. The earnings rate for each of these calendar year subdivisions varies from year to year, reflecting the actual earnings on the assets attributed to that year. The insurance carrier contract is funded by premiums paid annually by the company and the funds are invested by the insurance carrier in portfolios with different risk profiles (low, medium, high) that can be elected by clients. The contract is valued using a market approach based on the underlying investments within the portfolio and is considered Level 2. The majority of the underlying investments consists of a well-diversified mix of non-U.S. publicly traded equity and fixed income securities. The values of the LLCs are determined using an income approach based on discounted cash flows and are considered Level 3.

101

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

The following table presents the fair values of our defined benefit pension plans’ assets, by level within the fair value hierarchy, as of December 31, 2010 and 2009.

	December 31, 2010
(In millions)	Level 1				Level 2					Level 3				Total
	U.S.		Int’l		U.S.			Int’l		U.S.		Int’l		U.S.		Int’l
Cash and cash equivalents	$	8	$	1	$	-		$	-	$	-	$	-	$	8	$	1
Equity securities:
Investment trusts		25		-		137			-		-		-		162		-
Exchange traded funds		56		-		-			-		-		-		56		-
Private equity		-		-		-			-		67		-		67		-
Investment funds
Mutual funds - equity(a)		-		161		-			-		-		-		-		161
Pooled funds - equity(b)		-		-		1,072			97		-		-		1,072		97
Pooled funds - fixed income(c)		-		-		350			126		-		-		350		126
Real estate(d)		-		-		-			-		54		-		54		-
Other		-		-		5			4		24		-		29		4
Total investments, at fair value	$	89	$	162	$	1,564		$	227	$	145	$	-	$	1,798	$	389
	December 31, 2009
(In millions)	Level 1				Level 2					Level 3				Total
	U.S.		Int’l		U.S.			Int’l		U.S.		Int’l		U.S.		Int’l
Cash and cash equivalents	$	12	$	1	$	-		$	-	$	-	$	-	$	12	$	1
Equity securities:
Investment trusts		21		-		114			-		-		-		135		-
Exchange traded funds		26		-		-			-		-		-		26		-
Private equity		-		-		-			-		42		-		42		-
Investment funds
Mutual funds - equity(a)		-		145		-			-		-		-		-		145
Pooled funds - equity(b)		-		-		930			87		-		-		930		87
Pooled funds - fixed income(c)		-		-		327			115		-		-		327		115
Real estate(d)		-		-		-			-		36		-		36		-
Other		-		-		92	(e)		-		23		-		115		-
Total investments, at fair value	$	59	$	146	$	1,463		$	202	$	101	$	-	$	1,623	$	348

^(a) Includes approximately 60 percent of investments held in U.S. and non-U.S. common stocks in the financial services, consumer staples, health care, energy and basic material sectors and the remaining 40 percent of investments held amongst various other sectors. The funds objective is to outperform their respective benchmark indexes FTSE All Share, MSCI World Free, and MSCI Europe (ex UK) as defined by the investment policy.

^(b) U.S. – Includes approximately 70 percent of investments held in U.S. and non-U.S. publicly traded common stocks in the consumer staples, consumer discretionary, technology, health and energy sectors and the remaining 30 percent of investments held amongst various other sectors. Int’l – Includes approximately 60 percent of investments held in non-U.S. common stocks (specifically Asia Pacific, except Japan, and the UK) in the financials, technology, materials, health care, and energy sectors and the remaining 40 percent of investments held amongst various other sectors. The funds objective is to outperform their respective benchmark indexes, MSCI AC Asia and FTSE All-Share, as defined by the investment policy.

^(c) U.S. – Includes approximately 80 percent of investments held in U.S. and non-U.S. publicly traded investment grade government and corporate bonds which includes treasuries, mortgage-backed securities and industrials and the remaining 20 percent of investments held amongst various other sectors. Int’l – Includes approximately 80 percent of investments held in U.S. and non-U.S. publicly traded investment grade government and corporate bonds which include gilts, treasuries, financials, sovereigns, collateralized and the remaining 20 percent of investments held amongst various other sectors. The funds objective is to outperform their respective benchmark indexes, as defined by the investment policy.

102

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

^(d) Includes investments diversified by property type and location. The largest property sector holdings, which represent approximately 70 percent of investments held, are office, hotel, residential and land with the greatest percentage of investments made in the U.S. and Asia, which includes the emerging markets of China and India.

^(e) Includes an $86 million receivable for the sale of an investment that closed as of December 31, 2009 but did not cash settle until the next business day.

The following is a reconciliation of the beginning and ending balances recorded for plan assets classified as Level 3 in the fair value hierarchy.

	2010
(In millions)	Private Equity			Real Estate			Other		Total
Beginning balance	$	42		$	36		$	23	$	101
Actual return on plan assets		13			4			1		18
Purchases		15			17			-		32
Sales		(3	)		(3	)		-		(6	)
Ending balance	$	67		$	54		$	24	$	145
	2009
(In millions)	Private Equity			Real Estate			Other		Total
Beginning balance	$	35		$	51		$	7	$	93
Actual return on plan assets		2			(21	)		1		(18	)
Purchases		6			8			15		29
Sales		(1	)		(2	)		-		(3	)
Ending balance	$	42		$	36		$	23	$	101

Cash flows

Contributions to defined benefit plans – We expect to make contributions to the funded pension plans of up to $156 million in 2011. Cash contributions to be paid from our general assets for the unfunded pension and postretirement plans are expected to be approximately $22 million and $40 million in 2011.

Estimated future benefit payments – The following gross benefit payments, which reflect expected future service, as appropriate, are expected to be paid in the years indicated.

	Pension Benefits				Other Benefits(a)
(In millions)	U.S.		Int’l
2011	$	265	$	11	$	40
2012		296		11		43
2013		303		12		46
2014		313		14		49
2015		317		16		53
2016 through 2020		1,619		99		312

^(a) Expected Medicare reimbursements for 2011 through 2012 total $8 million. Effective 2013, as a result of the PPACA, future Medicare reimbursements will no longer be tax deductible and must be used to reduce the costs of providing Medicare Part D equivalent prescription drug benefits to retirees.

Contributions to defined contribution plans – We contribute to several defined contribution plans for eligible employees. Contributions to these plans totaled $75 million in 2010, $59 million in 2009 and $49 million in 2008.

103

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

21. Stock-Based Compensation Plans

Description of the Plans

The Marathon Oil Corporation 2007 Incentive Compensation Plan (the “2007 Plan”) was approved by our stockholders in April 2007 and authorizes the Compensation Committee of the Board of Directors to grant stock options, stock appreciation rights, stock awards (including restricted stock and restricted stock unit awards) and performance awards to employees. The 2007 Plan also allows us to provide equity compensation to our non-employee directors. No more than 34 million shares of Marathon common stock may be issued under the 2007 Plan and no more than 12 million of those shares may be used for awards other than stock options or stock appreciation rights.

Shares subject to awards under the 2007 Plan that are forfeited, are terminated or expire unexercised become available for future grants. If a stock appreciation right is settled upon exercise by delivery of shares of common stock, the full number of shares with respect to which the stock appreciation right was exercised will count against the number of shares of Marathon common stock reserved for issuance under the 2007 Plan and will not again become available under the 2007 Plan. In addition, the number of shares of Marathon common stock reserved for issuance under the 2007 Plan will not be increased by shares tendered to satisfy the purchase price of an award, exchanged for other awards or withheld to satisfy tax withholding obligations. Shares issued as a result of awards granted under the 2007 Plan are generally funded out of common stock held in treasury, except to the extent there are insufficient treasury shares, in which case new common shares are issued.

After approval of the 2007 Plan, no new grants were or will be made from the 2003 Incentive Compensation Plan (the “2003 Plan”). The 2003 Plan replaced the 1990 Stock Plan, the Non-Officer Restricted Stock Plan, the Non-Employee Director Stock Plan, the deferred stock benefit provision of the Deferred Compensation Plan for Non-Employee Directors, the Senior Executive Officer Annual Incentive Compensation Plan and the Annual Incentive Compensation Plan (the “Prior Plans”). No new grants will be made from the Prior Plans. Any awards previously granted under the 2003 Plan or the Prior Plans shall continue to be exercisable in accordance with their original terms and conditions.

Stock-based awards under the Plan

Stock options – We grant stock options under the 2007 Plan. Our stock options represent the right to purchase shares of Marathon common stock at its fair market value on the date of grant. Through 2004, certain stock options were granted under the 2003 Plan with a tandem stock appreciation right, which allows the recipient to instead elect to receive cash or Marathon common stock equal to the excess of the fair market value of shares of common stock, as determined in accordance with the 2003 Plan, over the option price of the shares. In general, stock options granted under the 2007 Plan and the 2003 Plan vest ratably over a three-year period and have a maximum term of ten years from the date they are granted.

Stock appreciation rights – Prior to 2005, we granted SARs under the 2003 Plan. No stock appreciation rights have been granted under the 2007 Plan. Similar to stock options, stock appreciation rights represent the right to receive a payment equal to the excess of the fair market value of shares of common stock on the date the right is exercised over the grant price. Under the 2003 Plan, certain SARs were granted as stock-settled SARs and others were granted in tandem with stock options. In general, SARs granted under the 2003 Plan vest ratably over a three-year period and have a maximum term of ten years from the date they are granted.

Restricted stock – We grant restricted stock and restricted stock units under the 2007 Plan and previously granted such awards under the 2003 Plan. In 2005, the Compensation Committee began granting time-based restricted stock to certain U.S.-based officers of Marathon and its consolidated subsidiaries as part of their annual long-term incentive package. The restricted stock awards to officers vest three years from the date of grant, contingent on the recipient’s continued employment. We also grant restricted stock to certain non-officer employees and restricted stock units to certain international employees (“restricted stock awards”), based on their performance within certain guidelines and for retention purposes. The restricted stock awards to non-officers generally vest in one-third increments over a three-year period, contingent on the recipient’s continued employment, however, certain restricted stock awards granted in 2008 will vest over a four-year period, contingent on the recipient’s continued employment. Prior to vesting, all restricted stock recipients have the right to vote such stock and receive dividends thereon. The non-vested shares are not transferable and are held by our transfer agent.

Common stock units – We maintain an equity compensation program for our non-employee directors under the 2007 Plan and previously maintained such a program under the 2003 Plan. All non-employee directors receive annual grants of common stock units, and they are required to hold those units until they leave the Board of Directors. When dividends are paid on Marathon common stock, directors receive dividend equivalents in the form of additional common stock units.

104

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

Total stock-based compensation expense

Total employee stock-based compensation expense was $68 million, $76 million and $43 million in 2010, 2009 and 2008, while the total related income tax benefits were $26 million, $29 million and $16 million in the same years. In 2010, 2009 and 2008 cash received upon exercise of stock option awards was $12 million, $4 million and $9 million. Tax benefits realized for deductions for stock awards exercised during 2010, 2009 and 2008 during the period totaled $11 million, $10 million and $19 million.

Stock option awards

During 2010, 2009 and 2008, we granted stock option awards to both officer and non-officer employees. The weighted average grant date fair value of these awards was based on the following Black-Scholes assumptions:

	2010			2009			2008
Weighted average exercise price per share	$	30.00		$	27.62		$	51.74
Expected annual dividends per share		0.99			0.96			0.96
Expected life in years		5.1			4.9			4.8
Expected volatility		43	%		41	%		30	%
Risk-free interest rate		2.2	%		2.3	%		3.1	%
Weighted average grant date fair value of stock option awards granted	$	8.70		$	7.67		$	13.03

The following is a summary of stock option award activity in 2010.

	Number of Shares			Weighted - Average Exercise price
Outstanding at December 31, 2009		18,230,074		$	35.01
Granted		4,757,080			30.00
Exercised		(628,849	)		21.74
Cancelled		(898,511	)		39.22
Outstanding at December 31, 2010		21,459,794		$	34.12

The intrinsic value of stock option awards exercised during 2010, 2009 and 2008 was $8 million, $3 million and $12 million.

The following table presents information related to stock option awards at December 31, 2010.

	Outstanding					Exercisable
Range of Exercise Prices	Number of Shares Under Option		Weighted - Average Remaining Contractual Life	Weighted- Average Exercise Price		Number of Shares Under Option		Weighted- Average Exercise Price
$    12.76-16.81		2,911,936	3	$	15.61		2,911,936	$	15.61
23.21-29.24		7,940,103	7		27.09		3,752,957		25.92
30.37-47.91		5,762,608	7		33.85		2,555,946		38.03
51.17-61.33		4,845,147	6		57.07		4,192,212		57.85
Total		21,459,794	6		34.12		13,413,051		35.97

As of December 31, 2010, the aggregate intrinsic value of stock option awards outstanding was $162 million. The aggregate intrinsic value and weighted average remaining contractual life of stock option awards currently exercisable were $104 million and 5 years.

As of December 31, 2010, the number of fully-vested stock option awards and stock option awards expected to vest was 21,096,823. The weighted average exercise price and weighted average remaining contractual life of these stock option awards were $34.18 and 6 years and the aggregate intrinsic value was $160 million. As of December 31, 2010, unrecognized compensation cost related to stock option awards was $40 million, which is expected to be recognized over a weighted average period of 2 years.

105

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

Restricted stock awards

The following is a summary of restricted stock award activity.

	Awards			Weighted-Average Grant Date Fair Value
Unvested at December 31, 2009		1,441,499		$	44.89
Granted		628,163			31.62
Vested		(626,527	)		49.33
Forfeited		(136,897	)		40.66
Unvested at December 31, 2010		1,306,238			36.81

The vesting date fair value of restricted stock awards which vested during 2010, 2009 and 2008 was $21 million, $24 million and $38 million. The weighted average grant date fair value of restricted stock awards was $36.81, $44.89, and $47.72 for awards unvested at December 31, 2010, 2009 and 2008.

As of December 31, 2010, there was $29 million of unrecognized compensation cost related to restricted stock awards which is expected to be recognized over a weighted average period of 1.8 years.

22. Stockholders’ Equity

Securities exchangeable into Marathon common stock – In conjunction with our acquisition of Western Oil Sands Inc. (“Western”) on October 18, 2007, Canadian residents were able to receive, at their election, cash, Marathon common stock or securities exchangeable into Marathon common stock (the “Exchangeable Shares”). The Exchangeable Shares are shares of an indirect Canadian subsidiary of Marathon and were exchanged into Marathon stock based upon an exchange ratio that began at one-for-one and adjusted quarterly to reflect cash dividends. The Exchangeable Shares were exchangeable at the option of the holder at any time and were automatically redeemable on October 18, 2011. They could also be redeemed prior to their automatic redemption if certain conditions were met. Those conditions were met and we filed notice of the proposed redemption in Canada on March 3, 2010. On April 7, 2010, the remaining exchangeable shares were redeemed.

Preferred shares – Also in connection with our acquisition of Western, the Board of Directors authorized a class of voting preferred stock. Upon completion of the acquisition, we issued shares of this voting preferred stock to a trustee, who holds the shares for the benefit of the holders of the Exchangeable Shares discussed above. Each share of voting preferred stock is entitled to one vote on all matters submitted to the holders of Marathon common stock. Each holder of Exchangeable Shares may direct the trustee to vote the number of shares of voting preferred stock equal to the number of shares of Marathon common stock issuable upon the exchange of the Exchangeable Shares held by that holder. In no event will the aggregate number of votes entitled to be cast by the trustee with respect to the outstanding shares of voting preferred stock exceed the number of votes entitled to be cast with respect to the outstanding Exchangeable Shares. Except as otherwise provided in our restated certificate of incorporation or by applicable law, the common stock and the voting preferred stock will vote together as a single class in the election of directors of Marathon and on all other matters submitted to a vote of stockholders of Marathon generally. The voting preferred stock will have no other voting rights except as required by law. Other than dividends payable solely in shares of voting preferred stock, no dividend or other distribution, will be paid or payable to the holder of the voting preferred stock. In the event of any liquidation, dissolution or winding up of Marathon, the holder of shares of the voting preferred stock will not be entitled to receive any assets of Marathon available for distribution to its stockholders. The voting preferred stock is not convertible into any other class or series of the capital stock of Marathon or into cash, property or other rights, and may not be redeemed. In connection with the redemption of the exchangeable shares, these preferred shares were eliminated in June 2010.

Share repurchase plan – The Board of Directors has authorized the repurchase of up to $5 billion of Marathon common stock. Purchases under the program may be in either open market transactions, including block purchases, or in privately negotiated transactions using cash on hand, cash generated from operations, proceeds from potential asset sales or cash from available borrowings to acquire shares. This program may be changed based upon our financial condition or changes in market conditions and is subject to termination prior to completion. The repurchase program does not include specific price targets or timetables. There have been no stock repurchases since August 2008.

106

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

23. Leases

We lease a wide variety of facilities and equipment under operating leases, including land and building space, office equipment, production facilities and transportation equipment. Most long-term leases include renewal options and, in certain leases, purchase options. Future minimum commitments for capital lease obligations (including sale-leasebacks accounted for as financings) and for operating lease obligations having initial or remaining noncancelable lease terms in excess of one year are as follows:

(In millions)	Capital Lease Obligations(a)			Operating Lease Obligations
2011	$	47		$	148
2012		58			154
2013		44			147
2014		44			132
2015		45			122
Later years		422			275
Sublease rentals		-			(2	)
Total minimum lease payments	$	660		$	976
Less imputed interest costs		(240	)
Present value of net minimum lease payments	$	420

^(a) Capital lease obligations include $164 million related to assets under construction as of December 31, 2010. These leases are currently reported in long-term debt based on percentage of construction completed at $73 million.

In connection with past sales of various plants and operations, we assigned and the purchasers assumed certain leases of major equipment used in the divested plants and operations of United States Steel. In the event of a default by any of the purchasers, United States Steel has assumed these obligations; however, we remain primarily obligated for payments under these leases.

Of the $420 million present value of net minimum capital lease payments, $37 million was related to obligations assumed by United States Steel under the Financial Matters Agreement.

Operating lease rental expense was:

(In millions)	2010			2009		2008
Minimum rental(a)	$	241		$	238	$	245
Contingent rental		22			19		22
Sublease rentals		(2	)		-		-
Net rental expense	$	261		$	257	$	267

^(a) Excludes $16 million, $3 million and $5 million paid by United States Steel in 2010, 2009 and 2008 on assumed leases.

24. Commitments and Contingencies

We are defendant in a number of lawsuits arising in the ordinary course of business, including, but not limited to, royalty claims, contract claims and environmental claims. While the ultimate outcome and impact to us cannot be predicted with certainty, we believe that the resolution of these proceedings will not have a material adverse effect on our consolidated financial position, results of operations or cash flows. Certain of these matters are discussed below.

Environmental matters – We are subject to federal, state, local and foreign laws and regulations relating to the environment. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites. Penalties may be imposed for noncompliance. At December 31, 2010 and 2009, accrued liabilities for remediation totaled $119 million and $116 million. It is not presently possible to estimate the ultimate amount of all remediation costs that might be incurred or the penalties that may be imposed. Receivables for recoverable costs from certain states, under programs to assist companies in clean-up efforts related to underground storage tanks at retail marketing outlets, were $56 million and $59 million at December 31, 2010 and 2009.

Guarantees – We have provided certain guarantees, direct and indirect, of the indebtedness of other companies. Under the terms of most of these guarantee arrangements, we would be required to perform should the guaranteed party fail to fulfill its obligations under the specified arrangements. In addition to these financial guarantees, we also have various performance guarantees related to specific agreements.

107

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

Guarantees related to indebtedness of equity method investees – We hold interests in an offshore oil port, LOOP LLC, and a crude oil pipeline system, LOCAP LLC. Both LOOP LLC and LOCAP LLC have secured various project financings with throughput and deficiency agreements. Under the agreements, we are required to advance funds if the investees are unable to service their debt. Any such advances are considered prepayments of future transportation charges. The terms of the agreements vary but tend to follow the terms of the underlying debt. Our maximum potential undiscounted payments under these agreements totaled $172 million as of December 31, 2010.

We hold an interest in a refined products pipeline through our investment in Centennial, and have guaranteed the repayment of Centennial’s outstanding balance under a Master Shelf Agreement which expires in 2024. The guarantee arose in order for Centennial to obtain adequate financing. Our maximum potential undiscounted payments under this agreement totaled $55 million as of December 31, 2010.

Other guarantees – We have entered into other guarantees with maximum potential undiscounted payments totaling $188 million as of December 31, 2010, which consist primarily of leases of corporate assets containing general lease indemnities and guaranteed residual values, a commitment to contribute cash to an equity method investee for certain catastrophic events in lieu of procuring insurance coverage, a legal indemnification, a performance guarantee and a long-term transportation services agreement.

Existing guarantees of our subsidiaries’ performance issued to Irish government entities remain in place after the 2009 sales until the purchasers issue similar guarantees to replace them. The guarantees, related to asset retirement obligations, have been indemnified by the purchasers. Our maximum potential undiscounted payments under these guarantees as of December 31, 2010 are $104 million.

United States Steel was the sole general partner of Clairton 1314B Partnership, L.P., which owned certain cokemaking facilities formerly owned by United States Steel. We have agreed, under certain circumstances, to indemnify the limited partners if the partnership’s product sales fail to qualify for the credit under Section 29 of the Internal Revenue Code. The Clairton 1314B Partnership was terminated on October 31, 2008, but we were not released from our obligations. United States Steel has estimated the maximum potential amount of this indemnity obligation, including interest and tax gross-up, was approximately $110 million as of December 31, 2010.

In October, 2010, upon acquiring a position in four exploration blocks in the Kurdistan Region of Iraq, we indemnified the Kurdistan Regional Government (“KRG”) against any negative tax effects related to certain payments we are obligated to make to the KRG. As of December 31, 2010, some of those payments have been made, no related taxes have been assessed, and neither is there any history of such payments being taxed. Given the lack of history of tax assessment against such payments, and because certain of our future payments to the KRG are not quantifiable, a maximum potential undiscounted payments cannot be calculated.

General guarantees associated with dispositions – Over the years, we have sold various assets in the normal course of our business. Certain of the related agreements contain performance and general guarantees, including guarantees regarding inaccuracies in representations, warranties, covenants and agreements, and environmental and general indemnifications that require us to perform upon the occurrence of a triggering event or condition. These guarantees and indemnifications are part of the normal course of selling assets. We are typically not able to calculate the maximum potential amount of future payments that could be made under such contractual provisions because of the variability inherent in the guarantees and indemnities. Most often, the nature of the guarantees and indemnities is such that there is no appropriate method for quantifying the exposure because the underlying triggering event has little or no past experience upon which a reasonable prediction of the outcome can be based.

Contract commitments – At December 31, 2010 and 2009, our contract commitments to acquire property, plant and equipment totaled $2,650 million and $2,938 million.

25. Subsequent Event

On January 13, 2011, the Board of Directors of Marathon Oil Corporation (“Marathon”) announced that it has approved moving forward with plans to spin off Marathon’s downstream (Refining, Marketing and Transportation) business, resulting in two independent, energy companies: Marathon Petroleum Corporation (“MPC”) and Marathon Oil Corporation (“MRO”). To effect the spin-off, Marathon intends to distribute one share of MPC for every two shares of Marathon held at a record date to be determined. The transaction is expected to be effective June 30, 2011, with distribution of MPC shares shortly thereafter. A tax ruling request was submitted to the IRS regarding the tax-free nature of the spin-off and Marathon anticipates a response during the second quarter of 2011.

108

MARATHON OIL CORPORATION

Notes to Consolidated Financial Statements

On February 1, 2011, MPC, currently a wholly owned subsidiary of Marathon, completed a private placement of three series of Senior Notes aggregating $3 billion (the “Notes”). The following table details information about each of the three series of Senior Notes:

(In millions)
3.500% notes due March 1, 2016	$	750
5.125% notes due March 1, 2021		1,000
6.500% notes due March 1, 2041		1,250
	$	3,000

The Notes are intended to establish a minimum $750 million initial cash balance for MPC upon completion of the spin-off. All cash above that level will be used to repay existing intercompany debt with Marathon, and any remaining proceeds will be distributed to Marathon on or before June 30, 2011. The Notes are unsecured and unsubordinated obligations of MPC which are guaranteed by Marathon on a senior unsecured basis. Marathon’s guarantees will terminate upon completion of the spin-off.

The holders of the Notes are entitled to the benefits of a registration rights agreement. Within 360 days, MPC and MRO will be obligated to use commercially reasonable efforts to file a registration statement with respect to a registered exchange offer to exchange the Notes for new notes that are guaranteed by MRO, if applicable, with terms substantially identical in all material respects to the Notes. Alternatively, if the exchange offer cannot be completed, we will be required to file a shelf registration statement to cover resale of the Notes under the Securities Act. If we do not comply with these obligations, we will be required to pay additional interest on the Notes. The additional interest shall accrue on the principal amount of the Notes at a rate of 0.25 per annum, which rate will be increased by an additional 0.25 percent per annum for each subsequent 90-day period that such additional interest continues to accrue, provided that the rate at which such additional interest accrues may not exceed 1.00 percent per annum. Marathon’s obligations under the registration rights agreement will terminate upon termination of the Marathon guarantees in connection with the completion of the spin-off.

On January 27, 2011, Marathon commenced cash tender offers for certain specified series of outstanding debt, including that of its wholly owned subsidiary, Marathon Oil Canada Corporation (formerly known as Western Oil Sands Inc.). The tender offers are for any and all of four series of outstanding notes and a maximum of $500 million in aggregate principal amount of three additional series of Marathon’s outstanding notes. In the any and all offer, $1.2 billion in aggregate principal amount of notes was tendered and accepted with a settlement date of February 10, 2011. In the maximum tender offer, $1.2 billion in aggregate principal amount of notes was tendered, of which $500 million was accepted, and settled on February 25, 2011.

In February 2011, Marathon gave notice in accordance with the make whole call provisions of the respective indentures that we will redeem $798 million in addition to the $1.2 billion any and all offer and the $500 million maximum tender offer, for a total principal amount of $2.5 billion to be redeemed by the end of the first quarter of 2011.

109

Selected Quarterly Financial Data (Unaudited)

	2010 (a)								2009 (a)
(In millions, except per share data)	1st Qtr.		2nd Qtr.		3rd Qtr.		4th Qtr.		1st Qtr.		2nd Qtr.		3rd Qtr.		4th Qtr.
Revenues	$	15,715	$	18,238	$	18,244	$	20,124	$	10,143	$	13,001	$	14,326	$	15,817
Income from operations		1,000		1,571		1,506		1,240		538		1,042		1,017		993
Income from continuing operations		457		709		696		706		265		328		392		199
Discontinued operations(b)		-		-		-		-		17		85		21		156
Net income		457		709		696		706		282		413		413		355
Net income per share:
– Basic	$	0.64	$	1.00	$	0.98	$	0.99	$	0.40	$	0.58	$	0.58	$	0.50
– Diluted	$	0.64	$	1.00	$	0.98	$	0.99	$	0.40	$	0.58	$	0.58	$	0.50
Dividends paid per share	$	0.24	$	0.25	$	0.25	$	0.25	$	0.24	$	0.24	$	0.24	$	0.24

^(a) We have revised prior period revenues as discussed in Note 1 to the consolidated financial statements. Revenue was reduced by $155 million in the first quarter, $212 million in the second quarter and $198 million in the third quarter of 2010. Revenue was reduced by $33 million in the first quarter, $37 million in the second quarter, $37 million in the third quarter and $76 million in fourth quarter of 2009. Consolidated income did not change because an offsetting amount is in cost of revenues. The net amount of these entries was recorded in cost of sales and therefore had no impact on segment income.

^(b) Our businesses in Ireland and Gabon were sold in 2009. All quarters of 2009 have been recast to reflect these businesses in discontinued operations.

110

Supplementary Information on Oil and Gas Producing Activities (Unaudited)

The supplementary information is disclosed by the following geographic areas: the United States; Europe, which primarily includes activities in the United Kingdom, Norway and Poland; Equatorial Guinea (“EG”); Other Africa, which primarily includes activities in Angola and Libya; Canada; and Other International (“Other Int’l”), which includes activities in Indonesia and the Iraqi Kurdistan Region. Discontinued operations (“Disc Ops”) represent Marathon’s Irish and Gabonese oil exploration and production businesses that were sold in 2009.

Estimated Quantities of Proved Oil and Gas Reserves

The estimation of net recoverable quantities of liquid hydrocarbons, natural gas and synthetic crude oil is a highly technical process, which is based upon several underlying assumptions that are subject to change. For a discussion of our reserve estimation process, including the use of third-party audits, see Item 1 – Business.

(Millions of barrels)	United States		Canada	(a)	EG	(b)	Other Africa		Europe		Continuing Operations		Disc Ops
Liquid Hydrocarbons
Proved developed and undeveloped reserves:
Beginning of year - 2008	166		-		150		210		115		641		9
Revisions of previous estimates	3		-		4		7		(1	)	13		(3	)
Improved recovery	1		-		-		-		-		1		-
Extensions, discoveries and other additions	31		-		-		11		11		53		-
Production(c)	(23	)	-		(15	)	(17	)	(20	)	(75	)	(2	)
Sales of reserves in place	-		-		-		-		(1	)	(1	)	-
End of year - 2008	178		-		139		211		104		632		4
Revisions of previous estimates	-		-		(2	)	3		19		20		2
Extensions, discoveries and other additions	21		-		-		31		12		64
Production(c)	(23	)	-		(15	)	(17	)	(33	)	(88	)	(2	)
Sales of reserves in place	(6	)	-		-		-		-		(6	)	(4	)
End of year - 2009	170		-		122		228		102		622		-
Revisions of previous estimates	(3	)	-		10		-		23		30		-
Purchases of reserves in place	1		-		-		-		-		1		-
Extensions, discoveries and other additions	30		-		-		28		8		66		-
Production(c)	(25	)	-		(13	)	(17	)	(34	)	(89	)	-
End of year - 2010	173		-		119		239		99		630		-
Proved developed reserves:
Beginning of year - 2008	135		-		113		183		32		463		8
End of year - 2008	137		-		99		193		81		510		4
End of year - 2009	120		-		83		186		87		476		-
End of year - 2010	124		-		86		180		89		479		-
Proved undeveloped reserves:
Beginning of year - 2008	31		-		37		27		83		178		1
End of year - 2008	41		-		40		18		23		122		-
End of year - 2009	50		-		39		42		15		146		-
End of year - 2010	49		-		33		59		10		151		-

111

Supplementary Information on Oil and Gas Producing Activities (Unaudited)

Estimated Quantities of Proved Oil and Gas Reserves (continued)

	United States			Canada(a)			EG(b)			Other Africa			Europe			Continuing Operations			Disc Ops
Natural Gas (billions of cubic feet)
Proved developed and undeveloped reserves:
Beginning of year - 2008		1,007			-			1,951			110			238			3,306			144
Revisions of previous estimates		79			-			49			-			(51	)		77			-
Extensions, discoveries and other additions		165			-			-			-			30			195			-
Production(c)		(164	)		-			(134	)		(1	)		(48	)		(347	)		(12	)
Sales of reserves in place		(2	)		-			-			-			(10	)		(12	)		-
End of year - 2008		1,085			-			1,866			109			159			3,219			132
Revisions of previous estimates		(139	)		-			(23	)		-			(10	)		(172	)		-
Extensions, discoveries and other additions		80			-			-			-			2			82			-
Production(c)		(146	)		-			(155	)		(2	)		(42	)		(345	)		(6	)
Sales of reserves in place		(60	)		-			-			-			-			(60	)		(126	)
End of year - 2009		820			-			1,688			107			109			2,724			-
Revisions of previous estimates		16			-			111			(1	)		35			161			-
Purchases of reserves in place		1						-			-			-			1
Extensions, discoveries and other additions		61			-			-			-			4			65			-
Production(c)		(133	)		-			(148	)		(1	)		(32	)		(314	)		-
Sales of reserves in place		(20	)		-			-			-			-			(20	)		-
End of year - 2010		745			-			1,651			105			116			2,617			-
Proved developed reserves:
Beginning of year - 2008		761			-			1,405			110			127			2,403			46
End of year - 2008		839			-			1,273			109			95			2,316			34
End of year - 2009		652			-			1,102			107			50			1,911			-
End of year - 2010		591			-			1,186			104			43			1,924			-
Proved undeveloped reserves:
Beginning of year- 2008		246			-			546			-			111			903			98
End of year - 2008		246			-			593			-			64			903			98
End of year - 2009		168			-			586			-			59			813			-
End of year - 2010		154			-			465			1			73			693			-
Synthetic crude oil (millions of barrels)
Proved developed and undeveloped reserves:
Beginning of year - 2009		-			-			-			-			-			-			-
Revisions of previous estimates		-			603			-			-			-			603			-
End of year - 2009		-			603			-			-			-			603			-
Revisions of previous estimates		-			(22	)		-			-			-			(22	)		-
Production		-			(9	)		-			-			-			(9	)		-
End of year - 2010		-			572			-			-			-			572			-
Proved developed reserves:
Beginning of year - 2009		-			-			-			-			-			-			-
End of year - 2009		-			392			-			-			-			392			-
End of year - 2010		-			433			-			-			-			433			-
Proved undeveloped reserves:
Beginning of year - 2009		-			-			-			-			-			-			-
End of year - 2009		-			211			-			-			-			211			-
End of year - 2010		-			139			-			-			-			139			-

112

Supplementary Information on Oil and Gas Producing Activities (Unaudited)

Estimated Quantities of Proved Oil and Gas Reserves (continued)

(millions of barrels of oil equivalent)	United States			Canada(a)			EG(b)			Other Africa			Europe			Continuing Operations			Disc Ops
Total Proved Reserves
Proved developed and undeveloped reserves:
Beginning of year - 2008		334			-			475			228			155			1,192			33
Revisions of previous estimates		15			-			12			7			(9	)		25			(2	)
Improved recovery		1			-			-			-			-			1			-
Extensions, discoveries and other additions		59			-			-			11			16			86			-
Production(c)		(50	)		-			(37	)		(17	)		(28	)		(132	)		(5	)
Sales of reserves in place		-			-			-			-			(3	)		(3	)		-
End of year - 2008		359			-			450			229			131			1,169			26
Revisions of previous estimates(d)		(22	)		603			(6	)		3			17			595			1
Extensions, discoveries and other additions		34			-			-			31			13			78			-
Production(c)		(48	)		-			(41	)		(17	)		(41	)		(147	)		(2	)
Sales of reserves in place		(16	)		-			-			-			-			(16	)		(25	)
End of year - 2009		307			603			403			246			120			1,679			-
Revisions of previous estimates		(1	)		(22	)		29			-			28			34			-
Purchases of reserves in place		1			-			-			-			-			1			-
Extensions, discoveries and other additions		40			-			-			28			9			77			-
Production(c)		(47	)		(9	)		(38	)		(17	)		(39	)		(150	)		-
Sales of reserves in place		(3	)		-			-			-			-			(3	)		-
End of year - 2010		297			572			394			257			118			1,638			-
Proved developed reserves:
Beginning of year - 2008		262			-			347			202			52			863			16
End of year - 2008		277			-			312			211			96			896			10
End of year - 2009		229			392			267			204			95			1,187			-
End of year - 2010		222			433			284			198			96			1,233			-
Proved undeveloped reserves:
Beginning of year - 2008		72			-			128			26			103			329			17
End of year - 2008		82			-			138			18			35			273			16
End of year - 2009		78			211			136			42			25			492			-
End of year- 2010		75			139			110			59			22			405			-

^(a) Synthetic crude oil proved reserves were added as of December 31, 2009.

^(b) Consists of estimated reserves from properties governed by production sharing contracts.

^(c) Excludes the resale of purchased natural gas utilized in reservoir management.

^(d) Volumes for Canada are after 10 million barrels of synthetic crude oil production in 2009.

The most significant impact of adopting the SEC’s updated regulations on oil and gas producing activities in 2009 was the addition of 603 mmbbl of synthetic crude oil to our reserves.

Information on Proved Bitumen Reserves

Prior to 2009, we reported reserves related to our oil sands mining operations in Alberta, Canada, as bitumen, which were reported separately from other reserves since bitumen reserves were not considered related to oil and gas producing activities by the SEC. Reserve quantities under the updated SEC regulations include synthetic crude oil (bitumen after upgrading) reserves and are included in the Estimated Quantities of Proved Oil and Gas Reserves for 2009. During 2009, activity related to our bitumen reserves included purchase of reserves of 168 million barrels (“mmbbl”) of bitumen and production of 9 mmbbl of bitumen.

113

Supplementary Information on Oil and Gas Producing Activities (Unaudited)

(Millions of barrels)	Continuing Operations
Proved Bitumen Reserves:
Beginning of year - 2008		421
Revisions		(30	)
Extensions, discoveries and other additions		6
Production		(9	)
End of year - 2008		388
Purchase of reserves in place		168
Revisions		(17	)
Production		(9	)
Impact of new regulations(a)		(530	)
End of year - 2009		-

Capitalized Costs and Accumulated Depreciation, Depletion and Amortization

		December 31,
(In millions)		United States		Canada	(a)		EG		Other Africa		Europe		Other Int’l		Total
2010 Capitalized costs:
Proved properties	$	12,008	$	8,362		$	1,518	$	1,437	$	8,032	$	24	$	31,381
Unproved properties		1,450		1,626			24		277		46		122		3,545
Total		13,458		9,988			1,542		1,714		8,078		146		34,926
Accumulated depreciation, depletion and amortization:
Proved properties		7,049		381			625		122		5,927		1		14,105
Unproved properties		325		-			-		9		-		8		342
Total		7,374		381			625		131		5,927		9		14,447
Net capitalized costs	$	6,084	$	9,607		$	917	$	1,583	$	2,151	$	137	$	20,479
2009 Capitalized costs:
Proved properties	$	10,927	$	7,510		$	1,521	$	1,505	$	7,790	$	3	$	29,256
Unproved properties		1,258		1,544			24		404		68		19		3,317
Total		12,185		9,054			1,545		1,909		7,858		22		32,573
Accumulated depreciation, depletion and amortization:
Proved properties		6,128		280			516		85		5,230		1		12,240
Unproved properties		60		-			-		9		1		8		78
Total		6,188		280			516		94		5,231		9		12,318
Net capitalized costs	$	5,997	$	8,774		$	1,029	$	1,815	$	2,627	$	13	$	20,255

^(a) 2010 and 2009 include amounts related to our oil sands mining operations.

114

Supplementary Information on Oil and Gas Producing Activities (Unaudited)

Costs Incurred for Property Acquisition, Exploration and Development (a)

(In millions)		United States		Canada(b)		EG		Other Africa		Europe		Other Int’l		Continuing Operations		Disc Ops		Total
2010	Property acquisition:
	Proved	$	1	$	-	$	-	$	-	$	-	$	-	$	1	$	-	$	1
	Unproved		320		-		-		1		2		103		426		-		426
	Exploration		423		10		1		41		43		153		671		-		671
	Development		1,032		889		13		315		465		-		2,714		-		2,714
	Total	$	1,776	$	899	$	14	$	357	$	510	$	256	$	3,812	$	-	$	3,812
2009	Property acquisition:
	Proved	$	-	$	11	$	-	$	-	$	-	$	-	$	11	$	15	$	26
	Unproved		127		1		-		6		-		2		136		-		136
	Exploration		271		11		-		127		81		29		519		-		519
	Development		1,150		976		23		266		354		-		2,769		64		2,833
	Total	$	1,548	$	999	$	23	$	399	$	435	$	31	$	3,435	$	79	$	3,514
2008	Property acquisition:
	Proved	$	3	$	-	$	-	$	-	$	-	$	-	$	3	$	-	$	3
	Unproved		397		-		-		8		-		7		412		-		412
	Exploration		738		31		1		155		56		85		1,066		1		1,067
	Development		1,072		-		30		141		516		-		1,759		165		1,924
	Total	$	2,210	$	31	$	31	$	304	$	572	$	92	$	3,240	$	166	$	3,406

^(a) Includes costs incurred whether capitalized or expensed.

^(b) 2010 and 2009 include amounts related to our oil sands mining operations.

115

Supplementary Information on Oil and Gas Producing Activities (Unaudited)

Results of Operations for Oil and Gas Producing Activities

(In millions)		United States			Canada(a)			EG			Other Africa			Europe			Other Int’l			Total
2010	Revenues and other income:
	Sales	$	1,635		$	642		$	11		$	1,473		$	697		$	-		$	4,458
	Transfers		887			50			701			-			2,319			-			3,957
	Other income(c)		(406	)		-			-			812			(64	)		-			342
	Total revenues and other income		2,116			692			712			2,285			2,952			-			8,757
	Expenses:
	Production costs		(815	)		(596	)		(108	)		(70	)		(297	)		-			(1,886	)
	Exploration expenses		(275	)		(5	)		(21	)		(47	)		(32	)		(118	)		(498	)
	Depreciation, depletion and amortization(d)		(1,040	)		(109	)		(110	)		(36	)		(687	)		-			(1,982	)
	Administrative expenses		(52	)		(9	)		(1	)		2			(20	)		(10	)		(90	)
	Total expenses		(2,182	)		(719	)		(240	)		(151	)		(1,036	)		(128	)		(4,456	)
	Results before income taxes		(66	)		(27	)		472			2,134			1,916			(128	)		4,301
	Income tax (provision) benefit		26			7			(187	)		(1,647	)		(658	)		46			(2,413	)
	Results of continuing operations	$	(40	)	$	(20	)	$	285		$	487		$	1,258		$	(82	)	$	1,888
2009	Revenues and other income:
	Sales(b)	$	1,426		$	499		$	23		$	1,146		$	699		$	-		$	3,793
	Transfers		437			100			587			-			1,678			-			2,802
	Other income(c)		185			-			-			-			13			-			198
	Total revenues and other income		2,048			599			610			1,146			2,390			-			6,793
	Expenses:
	Production costs		(763	)		(371	)		(108	)		(62	)		(289	)		-			(1,593	)
	Exploration expenses		(153	)		(16	)		-			(73	)		(37	)		(28	)		(307	)
	Depreciation, depletion and amortization(d)		(846	)		(126	)		(115	)		(37	)		(736	)		-			(1,860	)
	Administrative expenses		(53	)		(9	)		(1	)		(3	)		(13	)		(22	)		(101	)
	Total expenses		(1,815	)		(522	)		(224	)		(175	)		(1,075	)		(50	)		(3,861	)
	Results before income taxes		233			77			386			971			1,315			(50	)		2,932
	Income tax (provision) benefit		(76	)		(17	)		(112	)		(770	)		(678	)		14			(1,639	)
	Results of continuing operations	$	157		$	60		$	274		$	201		$	637		$	(36	)	$	1,293
	Results of discontinued operations	$	-		$	-		$	-		$	194		$	79		$	-		$	273
2008	Revenues and other income:
	Sales(b)	$	2,619		$	-		$	28		$	1,858		$	1,164		$	-		$	5,669
	Transfers		547			-			995			-			1,062			-			2,604
	Other income(c)		1			-			-			-			254			-			255
	Total revenues and other income		3,167			-			1,023			1,858			2,480			-			8,528
	Expenses:
	Production costs		(845	)		-			(96	)		(41	)		(340	)		-			(1,322	)
	Exploration expenses		(238	)		(25	)		(2	)		(45	)		(87	)		(92	)		(489	)
	Depreciation, depletion and amortization(d)		(671	)		-			(102	)		(35	)		(475	)		(1	)		(1,284	)
	Administrative expenses		(49	)		(1	)		(1	)		(15	)		(16	)		(36	)		(118	)
	Total expenses		(1,803	)		(26	)		(201	)		(136	)		(918	)		(129	)		(3,213	)
	Results before income taxes		1,364			(26	)		822			1,722			1,562			(129	)		5,315
	Income tax (provision) benefit		(513	)		6			(280	)		(1,550	)		(551	)		44			(2,844	)
	Results of continuing operations	$	851		$	(20	)	$	542		$	172		$	1,011		$	(85	)	$	2,471
	Results of discontinued operations	$	-		$	-		$	-		$	117		$	28		$	-		$	145

^(a) 2010 and 2009 include amounts related to our oil sands mining operations.

^(b) Excludes noncash effects of changes in the fair value of certain natural gas sales contracts in the United Kingdom which expired September 2009.

^(c) Includes net gain on disposal of assets.

^(d) Includes long-lived asset impairments.

116

Supplementary Information on Oil and Gas Producing Activities (Unaudited)

Results of Operations for Oil and Gas Producing Activities

The following reconciles results of continuing operations for oil and gas producing activities to segment income:

(In millions)		2010			2009			2008
Results of continuing operations	$	1,888		$	1,293		$	2,471
Items not included in results of continuing oil and gas operations, net of tax:
Marketing income and technology costs		(12	)		(21	)		27
Income from equity method investments		167			110			201
Other third-party income(a)		(5	)		9			26
Other		(2	)		(4	)		(6	)
Items not allocated to segment income, net of tax:
Gain on asset disposition		(449	)		(122	)		(163	)
Long-lived asset impairments		303			-			-
Segment income (loss) not included in results of continuing oil and gas operations:
Oil Sands Mining(b)		N/A			N/A			258
Refining, Marketing and Transportation		682			464			1,179
Integrated Gas		142			90			302
Segment income	$	2,714		$	1,819		$	4,295

^(a) Includes revenues, net of associated costs and income taxes, from activities that support our production operations, which may include processing or transportation of third-party production and the purchase and subsequent resale of natural gas utilized for reservoir management.

^(b) 2010 and 2009 Oil Sands Mining segment income is included in the Results of Operations for Oil and Gas Producing Activities.

Standardized Measure of Discounted Future Net Cash Flows

	December 31,
(In millions)	United States			Canada			EG			Other Africa			Europe			Total
2010
Future cash inflows	$	15,349		$	41,901		$	5,366		$	20,815		$	8,800		$	92,231
Future production and administrative costs		(6,878	)		(21,675	)		(1,469	)		(997	)		(2,274	)		(33,293	)
Future development costs		(2,084	)		(9,688	)		(441	)		(907	)		(1,535	)		(14,655	)
Future income tax expenses		(1,726	)		(1,821	)		(1,208	)		(17,201	)		(3,602	)		(25,558	)
Future net cash flows	$	4,661		$	8,717		$	2,248		$	1,710		$	1,389		$	18,725
10 percent annual discount for estimated timing of cash flows		(2,008	)		(6,168	)		(795	)		(824	)		(166	)		(9,961	)
Standardized measure of discounted future net cash flows relating to proved oil and gas reserves	$	2,653		$	2,549		$	1,453		$	886		$	1,223		$	8,764
2009
Future cash inflows	$	12,094		$	32,207		$	4,620		$	14,974		$	6,901		$	70,796
Future production and administrative costs		(6,796	)		(21,044	)		(1,514	)		(876	)		(2,373	)		(32,603	)
Future development costs		(1,362	)		(6,715	)		(462	)		(677	)		(1,119	)		(10,335	)
Future income tax expenses		(923	)		(60	)		(935	)		(12,419	)		(1,768	)		(16,105	)
Future net cash flows	$	3,013		$	4,388		$	1,709		$	1,002		$	1,641		$	11,753
10 percent annual discount for estimated timing of cash flows		(1,041	)		(3,658	)		(625	)		(571	)		(167	)		(6,062	)
Standardized measure of discounted future net cash flows relating to proved oil and gas reserves	$	1,972		$	730		$	1,084		$	431		$	1,474		$	5,691
2008
Future cash inflows	$	11,295		$	-		$	3,316		$	8,952		$	5,578		$	29,141
Future production and administrative costs		(6,045	)		-			(1,525	)		(666	)		(2,130	)		(10,366	)
Future development costs		(2,673	)		-			(436	)		(172	)		(1,690	)		(4,971	)
Future income tax expenses		(443	)		-			(429	)		(7,422	)		(64	)		(8,358	)
Future net cash flows	$	2,134		$	-		$	926		$	692		$	1,694		$	5,446
10 percent annual discount for estimated timing of cash flows		(703	)		-			(352	)		(330	)		(26	)		(1,411	)
Standardized measure of discounted future net cash flows relating to proved oil and gas reserves	$	1,431		$	-		$	574		$	362		$	1,668		$	4,035
Standardized measure of discounted future net cash flows relating to discontinued operations	$	-		$	-		$	-		$	20		$	264		$	284

117

Supplementary Information on Oil and Gas Producing Activities (Unaudited)

Changes in the Standardized Measure of Discounted Future Net Cash Flows

(In millions)		2010			2009			2008
Sales and transfers of oil and gas produced, net of production and administrative costs	$	(6,330	)	$	(4,876	)	$	(6,863	)
Net changes in prices and production and administrative costs related to future production		9,843			4,840			(18,683	)
Extensions, discoveries and improved recovery, less related costs		1,268			1,399			663
Development costs incurred during the period		2,723			2,786			1,774
Changes in estimated future development costs		(2,475	)		(3,641	)		(1,436	)
Revisions of previous quantity estimates		1,117			5,110			85
Net changes in purchases and sales of minerals in place		(20	)		(159	)		(13	)
Accretion of discount		1,348			787			2,724
Net change in income taxes		(4,651	)		(4,441	)		12,633
Timing and other		250			(149	)		184
Net change for the year		3,073			1,656			(8,932	)
Beginning of the year		5,691			4,035			12,967
End of year	$	8,764		$	5,691		$	4,035
Net change for the year from discontinued operations	$	-		$	-		$	284

118

MARATHON OIL CORPORATION

Supplemental Statistics (Unaudited)

	December 31,
(In millions)		2010			2009			2008
Segment Income (Loss)
Exploration and Production
United States	$	250		$	55		$	869
International		1,690			1,166			1,687
E&P segment		1,940			1,221			2,556
Oil Sands Mining		(50	)		44			258
Integrated Gas		142			90			302
Refining, Marketing and Transportation		682			464			1,179
Segment income		2,714			1,819			4,295
Items not allocated to segments, net of income taxes		(146	)		(356	)		(767	)
Net income	$	2,568		$	1,463		$	3,528
Capital Expenditures(a)
Exploration and Production
United States	$	1,528		$	1,420		$	2,036
International		946			742			935
E&P segment		2,474			2,162			2,971
Oil Sands Mining		874			1,115			1,038
Integrated Gas		2			2			4
Refining, Marketing and Transportation		1,175			2,570			2,954
Discontinued Operations(b)		-			81			142
Corporate		46			42			37
Total	$	4,571		$	5,972		$	7,146
Exploration Expenses
United States	$	275		$	153		$	238
International		223			154			251
Total	$	498		$	307		$	489

^(a) Capital expenditures include changes in accruals.

^(b) Our businesses in Ireland and Gabon were sold in 2009. These businesses have been reflected as discontinued operations in 2009 and 2008.

119

MARATHON OIL CORPORATION

Supplemental Statistics (Unaudited)

		2010		2009		2008
E&P Operating Statistics
Net Liquid Hydrocarbon Sales (mbpd)
United States		70		64		63
Europe		92		92		55
Africa		83		87		87
Total International		175		179		142
Worldwide Continuing Operations		245		243		205
Discontinued Operations		-		5		6
Worldwide		245		248		211
Natural gas liquids included in above		16		19		20
Natural Gas Sales (mmcfd)(c)
United States		364		373		448
Europe		105		138		161
Africa		409		430		370
Total International		514		568		531
Worldwide Continuing Operations		878		941		979
Discontinued Operations		-		17		37
Worldwide		878		958		1,016
Total Worldwide Sales (mboepd)
Continuing Operations		391		400		369
Discontinued Operations		-		7		12
Worldwide		391		407		381
Average Realizations(d)
Liquid Hydrocarbons (per bbl)
United States	$	72.30	$	54.67	$	86.68
Europe		81.95		64.46		90.60
Africa		71.71		53.91		89.85
Total International		77.11		59.31		90.14
Worldwide Continuing Operations		75.73		58.09		89.07
Discontinued Operations		-		56.47		96.41
Worldwide	$	75.73	$	58.06	$	89.29
Natural Gas (per mcf)
United States	$	4.71	$	4.14	$	7.01
Europe		7.10		4.90		7.67
Africa(e)		0.25		0.25		0.25
Total International		1.65		1.38		2.50
Worldwide Continuing Operations		2.91		2.47		4.56
Discontinued Operations		-		8.54		9.62
Worldwide	$	2.91	$	2.58	$	4.75
OSM Operating Statistics
Net Synthetic Crude Sales (mbpd) (f)		29		32		32
Synthetic Crude Average Realization (per bbl)(d)	$	71.06	$	56.44	$	91.90
Net Proved Bitumen Reserves at year-end (mmbbl)(g)		N/A		N/A		388

^(c) Includes natural gas acquired for injection and subsequent resale of 18 mmcfd, 22 mmcfd and 32 mmcfd for the years 2010, 2009 and 2008.

^(d) Excludes gains and losses on derivative instruments.

^(e) Primarily represents fixed prices under long-term contracts with Alba Plant LLC, AMPCO and EGHoldings, equity method investees. We include our share of Alba Plant LLC’s income in our E&P segment and we include our share of AMPCO’s and EGHoldings’ income in our Integrated Gas segment.

^(f) Includes blendstocks.

^(g) Prior to December 31, 2009, reserves related to oil sand mining were not included in the SEC’s definition of oil and gas producing activities; therefore, bitumen reserves were reported separately for the OSM segment. See the Proved Reserves section of the supplemental statistics for 2009 information.

120

MARATHON OIL CORPORATION

Supplemental Statistics (Unaudited)

(In millions, except as noted)		2010		2009		2008
Proved Reserves
Net Proved Reserves at year-end (developed and undeveloped)
Liquid Hydrocarbons (mmbbl)
United States		173		170		178
International		457		452		454
Worldwide Continuing Operations		630		622		632
Discontinued Operations		-		-		4
Worldwide		630		622		636
Natural Gas (bcf)
United States		745		820		1,085
International		1,872		1,904		2,134
Worldwide Continuing Operations		2,617		2,724		3,219
Discontinued Operations		-		-		132
Worldwide		2,617		2,724		3,351
Synthetic Crude Oil (mmbbls)(h)
Canada		572		603		N/A
Total Proved Reserves (mmboe)		1,638		1,679		1,195
IG Operating Statistics
Net Sales (mtpd) (i)
LNG		6,859		6,642		6,285
Methanol		1,049		1,192		975
RM&T Operating Statistics
Refinery Runs (mbpd)
Crude oil refined		1,173		957		944
Other charge and blend stocks		162		196		207
Total		1,335		1,153		1,151
Refined Product Yields (mbpd)
Gasoline		726		669		609
Distillates		409		326		342
Propane		24		23		22
Feedstocks and special products		97		62		96
Heavy fuel oil		24		24		24
Asphalt		76		66		75
Total		1,356		1,170		1,168
Refined Products Sales Volumes (mbpd) (j)		1,585		1,378		1,352
Refining and Wholesale Marketing Gross
Margin (per gallon) (k)	$	0.0706	$	0.0610	$	0.1166
Speedway
Retail outlets		1,358		1,603		1,617
Gasoline and distillate sales (millions of gallons)		3,300		3,232		3,215
Gasoline and distillate gross margin (per gallon)	$	0.1369	$	0.1141	$	0.1387
Merchandise sales	$	3,195	$	3,109	$	2,838
Merchandise gross margin	$	789	$	775	$	716

^(h) Beginning December 31, 2009, under revised SEC regulations, reserves related to oil sands mining are reported as synthetic crude oil (bitumen after upgrading), in combination with oil and gas producing activities.

⁽ⁱ⁾ Includes both consolidated sales volumes and our share of the sales volumes of equity method investees. LNG sales from Alaska are conducted through a consolidated subsidiary. LNG and methanol sales from Equatorial Guinea are conducted through equity method investees.

^(j) Total average daily volumes of all refined product sales to wholesale, branded and retail customers.

^(k) Sales revenue less cost of refinery inputs, purchased products and manufacturing expenses, including depreciation.

121

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934) was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. As of the end of the period covered by this report based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective.

Internal Control Over Financial Reporting

See Financial Statements and Supplementary Data – Management’s Report on Internal Control over Financial Reporting and – Report of Independent Registered Public Accounting Firm. During the fourth quarter of 2010, there were no changes in our internal control over financial reporting that have materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Information concerning our directors required by this item is incorporated by reference to the material appearing under the heading “Election of Directors” in our Proxy Statement for the 2011 Annual Meeting of stockholders.

Our Board of Directors has established the Audit and Finance Committee and determined our “Audit Committee Financial Expert.” The related information required by this item is incorporated by reference to the material appearing under the sub-heading “Audit and Finance Committee” located under the heading “The Board of Directors and Governance Matters” in our Proxy Statement for the 2011 Annual Meeting of Stockholders.

We have adopted a Code of Ethics for Senior Financial Officers. It is available on our website at http://www.marathon.com/Investor_Center/Corporate_Governance/Code_of_Ethics_for_Senior_Financial_Officers/.

Executive Officers of the Registrant

See Item 1. Business – Executive Officers of the Registrant for the names, ages and titles of our executive officers.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that the Company’s directors and executive officers, and persons who own more than ten percent of a registered class of the Company’s equity securities, file reports of beneficial ownership on Form 3 and changes in beneficial ownership on Form 4 or Form 5 with the Securities and Exchange Commission. Based solely on the Company’s review of the reporting forms and written representations provided to the Company from the individuals required to file reports, the Company believes that each of its directors and executive officers has complied with the applicable reporting requirements for transactions in the Company’s securities during the fiscal year ended December 31, 2010, except that Sylvia J. Kerrigan did not timely report 4,075 shares of Marathon common stock owned by her on a Form 3 filed on November 10, 2009. An amended Form 3 was filed on February 22, 2011 to correct the mistake.

Item 11. Executive Compensation

Information required by this item is incorporated by reference to the material appearing under the heading “Executive Compensation Tables and Other Information;” under the sub-headings “Compensation Committee” and “Compensation Committee Interlocks and Insider Participation” under the heading “The Board of Directors and Governance Matters;” and under the heading “Compensation Committee Report” in our Proxy Statement for the 2011 Annual Meeting of stockholders.

122

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information concerning security ownership of certain beneficial owners and management required by this item is incorporated by reference to the material appearing under the headings “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Directors and Executive Officers” in our Proxy Statement for the 2011 Annual Meeting of stockholders.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information as of December 31, 2010 with respect to shares of Marathon common stock that may be issued under our existing equity compensation plans:

• 2007 Incentive Compensation Plan (the “2007 Plan”)

• 2003 Incentive Compensation Plan (the “2003 Plan”) – No additional awards will be granted under this plan.

• 1990 Stock Plan – No additional awards will be granted under this plan.

• Deferred Compensation Plan for Non-Employee Directors – No additional awards will be granted under this plan.

	Column (a)			Column (b)		Column (c)
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted- average exercise price of outstanding options, warrants and rights(c)		Number of securities remaining available for future issuance under equity compensation plans(a)
Equity compensation plans approved by stockholders		21,046,614	(a)	$	34.12		17,259,280	(d)
Equity compensation plans not approved by stockholders		91,457	(b)		N/A		—
Total		21,138,071			N/A		17,259,280

^(a) Includes the following:

• 13,959,197 stock options outstanding under the 2007 Plan;

• 6,373,258 stock options outstanding under the 2003 Plan and the net number of stock-settled SARs that could be issued from this Plan. The number of stock-settled SARs is based on the closing price of Marathon common stock on December 31, 2010 of $37.03 per share;

• 276,860 stock options and SARs outstanding under the 1990 Stock Plan;

• 272,095 common stock units that have been credited to non-employee directors pursuant to the non-employee director deferred compensation program and the annual director stock award program established under the 2007 Plan and the 2003 Plan; common stock units credited under the 2007 Plan and the 2003 Plan were 140,670 and 131,425;

• 165,204 restricted stock units granted to non-officers under the 2007 Plan and outstanding as of December 31, 2010.

In addition to the awards reported above 1,145,255 shares of restricted stock were issued and outstanding as of December 31, 2010, but subject to forfeiture restrictions under the 2007 Plan.

^(b) Reflects awards of common stock units made to non-employee directors under the Deferred Compensation Plan for Non-Employee Directors prior to April 30, 2003. When a non-employee director leaves the Board, he or she will be issued actual shares of Marathon common stock in place of the common stock units.

^(c) Weighted-average exercise prices do not take the restricted stock units or common stock units into account as these awards have no exercise price.

^(d) Reflects the shares available for issuance under the 2007 Plan. No more than 9,359,819 of these shares may be issued for awards other than stock options or stock appreciation rights. In addition, shares related to grants that are forfeited, terminated, cancelled or expire unexercised shall again immediately become available for issuance.

The Deferred Compensation Plan for Non-Employee Directors is our only equity compensation plan that has not been approved by our stockholders. Our authority to make equity grants under this plan was terminated effective April 30, 2003. Under the Deferred Compensation Plan for Non-Employee Directors, all non-employee directors were required to defer half of their annual retainers in the form of common stock units. On the date the retainer would have otherwise been payable to the non-employee director, we credited an unfunded bookkeeping account for each non-employee director with a number of common stock units equal to half of his or her annual retainer divided by the fair market value of our common stock on that date. The ongoing value of each common stock unit equals the market price of a share of our common stock. When the non-employee director leaves the Board, he or she is issued actual shares of our common stock equal to the number of common stock units in his or her account at that time.

123

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information required by this item is incorporated by reference to the material appearing under the heading “Certain Relationships and Related Person Transactions,” and under the sub-heading “Board and Committee Independence” under the heading “The Board of Directors and Governance Matters” in our Proxy Statement for the 2011 Annual Meeting of stockholders.

Item 14. Principal Accounting Fees and Services

Information required by this item is incorporated by reference to the material appearing under the heading “Information Regarding the Independent Registered Public Accounting Firm’s Fees, Services and Independence” in our Proxy Statement for the 2011 Annual Meeting of stockholders.

PART IV

Item 15. Exhibits, Financial Statement Schedules

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

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

124

Exhibit Number		Incorporated by Reference							Filed Herewith		Furnished Herewith
	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 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 Agent	10-K		4.1		2/26/2010
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 Agent	10-Q		4.1		5/8/2006
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 Agent	10-Q		4.1		8/7/2007
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 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 interest to JPMorgan Chase Bank as Trustee, relating to senior debt securities of Marathon	S-3		4.4		7/26/2007		333-144874
4.7	Indenture dated February 1, 2011 between Marathon Petroleum 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

125

Exhibit Number		Incorporated by Reference					Filed Herewith		Furnished Herewith
	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
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		2/29/2008
10.2	Registration Rights Agreement among Marathon Petroleum Corporation, Marathon Oil Corporation and Morgan Stanley & Co. Incorporated and J.P. Morgan Securities LLC, as representatives of the initial purchasers	8-K	10.1		2/1/2011
10.3	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
10.4	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		8/7/2007
10.5	Form of Non-Qualified Stock Option Award Agreement for Officers granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan, effective February 24, 2010							X
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 Corporation’s 2007 Incentive Compensation Plan, effective February 24, 2010							X
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		8/7/2007

126

Exhibit Number		Incorporated by Reference						Filed Herewith		Furnished Herewith
	Exhibit Description	Form	Exhibit		Filing Date		SEC File No.
10.9	Form of Performance Unit Award Agreement (2007-2009 Performance Cycle) for Officers granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan, effective February 24, 2010								X
10.10	Marathon Oil Corporation Policy for Repayment of Annual Cash Bonus Amounts								X
10.11	Marathon Oil Corporation 2003 Incentive Compensation Plan, Effective January 1, 2003	10-K		10.9		2/26/2010
10.12	First Amendment to Marathon Oil Corporation 1990 Stock Plan (as Amended and Restated) Effective January 1, 2002	10-Q		10.1		11/7/2008
10.13	First Amendment to Marathon Oil Corporation 1990 Stock Plan (as Amended and Restated Effective January 1, 2002	10-Q		10.2		11/7/2008
10.14	Marathon Oil Corporation Deferred Compensation Plan for Non-Employee Directors	10-K		10.14		2/27/2009
10.15	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-Q		10.3		11/3/2004
10.16	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		3/6/2006
10.17	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	10-K		10.14		2/26/2010
10.18	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	10-K		10.15		2/26/2010
10.19	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	10-K		10.16		2/26/2010

127

Exhibit Number		Incorporated by Reference						Filed Herewith	Furnished Herewith
	Exhibit Description	Form	Exhibit		Filing Date		SEC File No.
10.20	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	10-K		10.17		2/26/2010
10.21	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		10.18		2/26/2010
10.22	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		10.19		2/26/2010
10.23	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		10.2		2/26/2010
10.24	Form of Non-Qualified Stock Option Award Agreement granted under Marathon Oil Corporation’s 2003 Incentive Compensation Plan	10-K		10.21		2/26/2010
10.25	Form of Officer Restricted Stock Award Agreement granted under Marathon Oil Corporation’s 2003 Incentive Compensation Plan	10-K		10.22		2/26/2010
10.26	Form of Performance Unit Award Agreement (2005-2007 Performance Cycle) granted under Marathon Oil Corporation’s 2003 Incentive Compensation Plan	10-K		10.23		2/26/2010
10.27	Form of Non-Qualified Stock Option Award Agreement granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan	10-K		10.24		2/26/2010
10.28	Form of Performance Unit Award Agreement (2010-2012 Performance Cycle) granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan	10-K		10.25		2/26/2010
10.29	Form of Non-Qualified Stock Option Award Agreement granted under Marathon Oil Corporation’s 2007 Incentive Compensation Plan	10-K		10.26		2/26/2010
10.30	Marathon Oil Company Excess Benefit Plan	10-K		10.27		2/27/2009
10.31	Marathon Oil Company Deferred Compensation Plan	10-K		10.28		2/27/2009
10.32	Marathon Petroleum Company LLC Excess Benefit Plan	10-K		10.29		2/27/2009
10.33	Marathon Petroleum Company LLC Deferred Compensation Plan	10-K		10.3		2/27/2009

128

Exhibit Number		Incorporated by Reference						Filed Herewith		Furnished Herewith
	Exhibit Description	Form	Exhibit		Filing Date		SEC File No.
10.34	Speedway SuperAmerica LLC Excess Benefit Plan	10-K		10.31		2/27/2009
10.35	Executive Tax, Estate, and Financial Planning Program	10-K		10.32		2/27/2009
10.36	EMRO Marketing Company Deferred Compensation Plan	10-K		10.33		2/27/2009
10.37	Speedway SuperAmerica LLC Deferred Compensation Plan	10-K		10.34		2/27/2009
10.38	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	10-K		14.1		2/26/2010
21.1	List of Significant Subsidiaries.								X
23.1	Consent of Independent Registered Public Accounting Firm.								X
23.2	Consent of GLJ Petroleum Consultants, independent petroleum engineers and geologists.								X
23.3	Consent of Ryder Scott, 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, independent petroleum engineers and geologists.								X
99.2	Summary report of audits performed by Netherland, Sewell & Associates, Inc., independent petroleum engineers and geologists.	10- K/A		99.2		9/17/2010
99.3	Summary report of audits performed by Ryder Scott, independent petroleum engineers and geologists.	10- K/A		99.3		9/17/2010

129

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

130

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

131

EX-3.2

Exhibit 3.2

MARATHON OIL CORPORATION

BY-LAWS

February 23, 2011

ARTICLE I.

Stockholders.

Section 1.1 Time and Place of Meetings of Stockholders. Unless the time and place of the annual meeting of stockholders for the purpose of electing directors and transacting such other business as may be brought before the meeting are changed by the Board of Directors, as may be done from time to time, provided that all legal requirements for such change and notice to stockholders are observed, such annual meeting of stockholders of the Corporation shall be held at the office of the Corporation’s registered agent in the State of Delaware at 2 o’clock p.m., on the last Wednesday in April in each year, if not a legal holiday, and if a legal holiday, then on the next succeeding Wednesday which is not a legal holiday.

Special meetings of the stockholders (i) may be called at any time by the Board of Directors and (ii) shall be called by the chairman of the Board of Directors or the chief executive officer of the Corporation following receipt by the secretary of the Corporation of a written request of a holder or holders of not less than twenty-five percent of the outstanding shares of the Corporation’s common stock. Any such request by a stockholder or stockholders to call a special meeting must: (i) be accompanied by proof of ownership of record of not less than twenty-five percent of the outstanding shares of the Corporation’s common stock; (ii) specify the matter or matters to be acted upon at such meeting, each of which must be a proper subject for stockholder action under applicable law, which specification must include the complete text of any resolution or any amendment to any document applicable to the Corporation intended to be presented at the meeting; (iii) state the reasons for conducting such business at a special meeting of stockholders; and (iv) provide any other information which may be required pursuant to these By-laws or any other information with respect to the matter or matters requested to be acted upon which may be required to be disclosed under the Delaware General Corporation Law or included in a proxy statement filed pursuant to the rules of the Securities and Exchange Commission, and, as to each stockholder requesting the meeting and each other person, if any, who is a beneficial owner of the shares held by such stockholder, (a) their name and address, (b) the class and number of shares of the Corporation which are owned beneficially or of record, and (c) any material

interest in the business to be brought before the meeting. Without limiting the generality of the foregoing: (a) in the case of any such request to call a special meeting for the purpose of (or for multiple purposes that include) considering any nominee or nominees to serve on the Board of Directors, such request shall set forth all the information required to be included in a notice to which the provisions of the fourth sentence of Section 1.3 of these By-laws apply, and the provisions of the fifth sentence of Section 1.4 of these By-laws shall be applicable; and (b) in the case of any such request to call a special meeting for other purpose or purposes, such request shall set forth all the information required to be included in a notice to which the provisions of the sixth sentence of Section 1.4 of these By-laws apply.

Neither the annual meeting nor any special meeting of stockholders need be held within the State of Delaware.

Any action required to be taken at any annual or special meeting of the stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders or otherwise, may not be taken without a meeting, prior notice and a vote, and stockholders may not act by written consent.

Section 1.2 Notice of Meetings of Stockholders. It shall be the duty of the Secretary to cause notice of each annual or special meeting to be mailed to all stockholders of record as of the record date as fixed by the Board of Directors for the determination of stockholders entitled to vote at such meeting. Such notice shall indicate briefly the action to be taken at such meeting and shall be mailed to the stockholders at the addresses of such stockholders as shown on the books of the Corporation at least 10 days but not more than 60 days preceding the meeting. Only matters stated in the notice of a special meeting of the stockholders shall be brought before and acted upon at the meeting. Any such notice may be satisfied by electronic transmission, subject to the requirements of Section 232 of the DGCL.

Section 1.3. Nomination of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors. Nomination for election to the Board of Directors of the Corporation at a meeting of stockholders may be made by the Board of Directors or by any stockholder of record of the Corporation entitled to vote generally for the election of directors at such meeting who complies with the notice procedures set forth in this Section 1.3. Such nominations, other than those made by or on behalf of the Board of Directors, shall be made by notice in writing delivered or mailed by first-class United States mail, postage prepaid, to the Secretary, and received not less than 90 days nor more than 120 days prior to the first anniversary of the date on which the Corporation first mailed its proxy materials for the preceding year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of (i) the 90^th day prior to such annual meeting or (ii) the 10^th day following the day on which public announcement of the date of such

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meeting is first made. Such notice shall set forth (a) as to each proposed nominee (i) the name, age, business address and, if known, residence address of each such nominee, (ii) the principal occupation or employment of each such nominee, (iii) the number of shares of each class of the capital stock of the Corporation which are beneficially owned by each such nominee, and (iv) any other information concerning the nominee that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to be named as a nominee and to serve as a director if elected); and (b) as to the stockholder giving the notice (i) the name and address, as they appear on the Corporation’s books, of such stockholder, (ii) the number of shares of each class of the capital stock of the Corporation which are beneficially owned by such stockholder, (iii) a description of any agreement, arrangement or understanding relating to any hedging or other transaction or series of transactions (including any derivative or short position profit interest, option, hedging transaction or borrowing or lending of shares) that has been entered into or made by such stockholder, the effect or intent of which is to mitigate loss, manage risk or benefit from share price changes or to increase or decrease the voting power of such stockholder or any of its Stockholder Associated Persons (as defined in Section 1.4), in any case with respect to any share of stock of the Corporation, and (iv) a description of any agreement, arrangement or understanding with respect to such nomination between or among the stockholder and any of its Stockholder Associated Persons, and any others (including their names) acting in concert with any of the foregoing. In addition, the notice shall include a representation that the stockholder will notify the Corporation in writing of any change in any of the information referenced above in this Section 1.3 as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation. The provisions of this Section 1.3 regarding the timeliness of nominations by a stockholder shall apply to each such nomination, regardless of whether a stockholder making such nomination (i) desires to have such nomination reflected in the Corporation’s proxy statement for the meeting at which such nomination is to be made or (ii) intends to prepare separate proxy materials.

The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

Section 1.4. Notice of Business at Annual Meetings. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a

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stockholder of record. For business to be properly brought before an annual meeting by a stockholder, if such business relates to the election of directors of the Corporation, the procedures in Article I, Section 1.3 must be complied with. If such business relates to any other matter, the stockholder must have given timely notice thereof in writing to the Secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the date on which the Corporation first mailed its proxy materials for the preceding year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of (i) the 90^th day prior to such annual meeting or (ii) the 10^th day following the day on which public announcement of the date of such meeting is first made. A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business, (c) the number of shares of each class of the capital stock of the Corporation which are beneficially owned by the stockholder, (d) any material interest of the stockholder in such business and any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder Associated Person therefrom, and (e) a description of any agreement, arrangement or understanding relating to any hedging or other transaction or series of transactions (including any derivative or short position profit interest, option, hedging transaction or borrowing or lending of shares) that has been entered into or made, the effect or intent of which is to mitigate loss, manage risk or benefit from share price changes or to increase or decrease the voting power of such stockholder or any such Stockholder Associated Person, in any case with respect to any share of stock of the Corporation. In addition, the notice shall include a, representation that the stockholder will notify the Corporation in writing of any change in any of the information referenced above in this Section 1.4 as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed. With respect to the stockholder giving notice of proposal which includes any Stockholder Associated Person covered by clauses (d) or (e) of this paragraph of this Section 1.4, the stockholder must give notice of (i) the name and address of such Stockholder Associated Person, if any, (ii) the number of shares of each class of capital stock of the Corporation owned by such Stockholder Associated Person, if any, and (iii) to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the proposal of other business on the date of such stockholder’s notice. Notwithstanding anything in the By-laws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this Section 1.4 and in Section 1.3 of this Article I and except that any stockholder proposal which complies with Rule 14a-8 of the

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proxy rules (or any successor provision) promulgated under the Securities Exchange Act of 1934, as amended, and is to be included in the Corporation’s proxy statement for an annual meeting of stockholders shall be deemed to comply with the requirements of this Section 1.4. Without limiting the generality of the foregoing, the provisions of this Section 1.4 regarding the timeliness of a stockholder’s notice for a matter to be brought before an annual meeting shall apply to each such matter to be brought before the meeting, regardless of whether the stockholder proposing to bring the matter before the meeting (i) desires to have such matter reflected in the Corporation’s proxy statement for such meeting or (ii) intends to prepare separate proxy materials. Nothing in Section 1.3 or in this Section 1.4 shall be deemed to give any stockholder the right to have any nomination or proposal included in any proxy statement prepared by the Corporation, and, to the extent any such right exists under applicable law or governmental regulation, such right shall be limited to the right provided under such applicable law or governmental regulation.

The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 1.4, and if he should so determine, the chairman shall so declare to the meeting that any such business not properly brought before the meeting shall not be transacted.

For purposes of Section 1.3 and Section 1.4, “Stockholder Associated Person” of any stockholder shall mean (i) any person acting in concert with such stockholder, (ii) any person who beneficially owns shares of stock of the Corporation owned of record or beneficially by such stockholder and (iii) any person controlling, controlled by or under common control, directly or indirectly, such stockholder or any Stockholder Associated Person described in clause (i) or (ii) of this definition.

Section 1.5. Quorum. At each meeting of the stockholders the holders of one-third of the voting power of the outstanding shares of stock entitled to vote generally at the meeting, present in person or represented by proxy, shall constitute a quorum, unless the representation of a larger number shall be required by law, and, in that case, the representation of the number so required shall constitute a quorum.

Except as otherwise required by law, a majority of the voting power of the shares of stock entitled to vote generally at a meeting and present in person or by proxy, whether or not constituting a quorum, may adjourn, from time to time, without notice other than by announcement at the meeting. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 1.6. Organization. The chairman of the Board, or in his absence an officer-director of the Board designated by the chairman of the Board, or the chief executive officer in the order named, shall call meetings of the stockholders to order, and shall act as chairman of such meeting; provided, however, that the

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Board of Directors may appoint any person to act as chairman of any meeting in the absence of the chairman of the Board.

The Secretary of the Corporation shall act as secretary at all meetings of the stockholders; but in the absence of the Secretary at any meeting of the stockholders the presiding officer may appoint any person to act as secretary of the meeting.

Section 1.7. Voting. At each meeting of the stockholders, every stockholder shall be entitled to vote in person, or by proxy appointed by instrument in writing, subscribed by such stockholder or by his duly authorized attorney, or, to the extent permitted by law, appointed by an electronic transmission, and delivered to the inspectors at the meeting; and such stockholder shall have the number of votes for each share of capital stock standing registered in such stockholder’s name at the date fixed by the Board of Directors pursuant to Section 4.4 of Article IV of these By-laws as may be determined in accordance with the Corporation’s Certificate of Incorporation, or as may be provided by law. Voting at meetings of stockholders must be by written ballot in all elections of directors, but otherwise need not be by written ballot unless the Board of Directors, in its discretion, by resolution so requires or, in the case of any such meeting, the chairman of that meeting, in his or her discretion, so requires. The Board of Directors, in its discretion, may authorize the requirement of a written ballot in any case to be satisfied by electronic transmission, subject to the requirements of Section 211(e) of the DGCL.

At least ten days before each meeting of the stockholders, a full, true and complete list, in alphabetical order, of all of the stockholders entitled to vote at such meeting, showing the address of each stockholder, and indicating the class and number of shares held by each, shall be furnished and held open for inspection in such manner, as is required by law. Only the persons in whose names shares of stock stand on the books of the Corporation at the date fixed by the Board of Directors pursuant to Section 4.4 of Article IV of these By-laws, as evidenced in the manner provided by law, shall be entitled to vote in person or by proxy on the shares so standing in their names.

Prior to any meeting, but subsequent to the date fixed by the Board of Directors pursuant to Section 4.4 of Article IV of these By-laws, any proxy may submit his powers of attorney to the secretary, or to the treasurer, for examination. The certificate of the secretary, or of the treasurer, as to the regularity of such powers of attorney, and as to the class and number of shares held by the persons who severally and respectively executed such powers of attorney, shall be received as prima facie evidence of the class and number of shares represented by the holder of such powers of attorney for the purpose of establishing the presence of a quorum at such meeting and of organizing the same, and for all other purposes.

Except as otherwise provided in the Certificate of Incorporation, each director shall be elected by the vote of a majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present; provided, however, that the directors shall be elected by the vote of a

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plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors if, in connection with such meeting (i) the Secretary of the Corporation shall have received a notice that a stockholder has nominated a person for election to the Board in compliance with the advance-notice requirements for stockholder nominees for director set forth in Section 1.3 and (ii) such nomination shall not have been withdrawn by such stockholder on or prior to the day next preceding the date the Corporation first mails its notice of meeting for such meeting to the stockholders of the Corporation. If directors are to be elected by a plurality of the votes cast pursuant to the provisions of the immediately preceding sentence, stockholders shall not be provided the option to vote against any one or more of the nominees, but shall only be provided the option to vote for one or more of the nominees or withhold their votes with respect to one or more of the nominees. For purposes hereof, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director. (Accordingly, abstentions will not be taken into account for this purpose.)

In the case of any question to which the stockholder approval policy of any national securities exchange or quotation system on which capital stock of the Corporation is traded or quoted on the Corporation’s application, the requirements under the Securities Exchange Act of 1934, as amended, or any provision of the Internal Revenue Code of 1986, as amended, or the rules and regulations thereunder (the “Code”) applies, in each case for which question the Certificate of Incorporation, these By-laws or the DGCL does not specify a higher voting requirement, that question will be decided by the requisite vote that stockholder approval policy, Exchange Act requirement or Code provision, as the case may be, specifies, or the highest requisite vote if more than one applies.

A majority of the votes of the shares present in person at the meeting and those represented by proxy and entitled to vote on the question whether to approve the appointment of independent public accountants, if that question is submitted for a vote of stockholders, will be sufficient to approve.

All other elections, proposals and questions which have properly come before any meeting will, unless the Certificate of Incorporation, these By-laws or applicable law otherwise provides, be decided by a majority of the votes of the shares present in person at the meeting and those represented by proxy and entitled to vote at that meeting.

Section 1.8. Inspectors. At each meeting of the stockholders, the polls shall be opened and closed, the proxies and ballots shall be received and be taken in charge, and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of votes, shall be decided by one or more inspectors. Such inspector or inspectors shall be appointed by the Board of Directors before the meeting. If for any reason any of the inspectors previously appointed shall fail to attend or refuse or be unable to serve, inspectors in place of any so failing to attend or refusing or unable to serve, shall be appointed in like manner.

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Section 1.9. Approval or Ratification of Acts or Contracts by Stockholders. The Board, in its discretion, may submit any act or contract for approval or ratification at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of considering any such act or contract, and, except as applicable law or the Certificate of Incorporation otherwise provides, any act or contract that the holders of shares of stock of the Corporation present in person or by proxy at that meeting and having a majority of the votes entitled to vote on that approval or ratification approve or ratify will, provided that a quorum is present, be as valid and as binding on the Corporation and on all stockholders as if every stockholder had approved or ratified it.

Section 1.10. Conduct of Meetings. The Board may adopt by resolution such rules and regulations for the conduct of meetings of stockholders as it deems appropriate. Except to the extent inconsistent with those rules and regulations, if any, the chairman of any meeting of stockholders will have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of that chairman, are appropriate for the proper conduct of that meeting. Those rules, regulations or procedures, by whomever so adopted, may include the following:

(a) the establishment of an agenda or order of business for the meeting;

(b) rules and procedures for maintaining order at the meeting and the safety of those present;

(c) limitations on attendance at or participation in the meeting to stockholders of record, their duly authorized and constituted proxies or such other persons as the chairman of the meeting may determine;

(d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and

(e) limitations on the time allotted to questions or comments by participants.

Except to the extent the Board or the chairman of any meeting otherwise prescribes, no rules of parliamentary procedure will govern any meeting of stockholders.

ARTICLE II.

Board of Directors.

Section 2.1. Number, Classes and Terms of Office. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

The number of directors shall be fixed from time to time by resolution of the Board, but the number thereof shall not be less than three.

At the 2007 annual meeting of stockholders of the Corporation, the successors of the directors whose terms expire at that meeting shall be elected

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for a term expiring at the 2008 annual meeting of the stockholders of the Corporation; at the 2008 annual meeting of the stockholders of the Corporation, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the 2009 annual meeting of the stockholders of the Corporation; and at each annual meeting of the stockholders of the Corporation thereafter, the directors shall be elected for terms expiring at the next succeeding annual meeting of the stockholders of the Corporation.

In the case of any increase in the number of directors of the Corporation, the additional director or directors shall be elected only by the Board.

Section 2.2. Vacancies. Except as otherwise provided by law, in the case of any vacancy in the Board through death, resignation, disqualification or other cause, a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant, and until the election of his successor, shall be elected only by a majority of the Board then in office, though less than a quorum.

Section 2.3. Removal. Directors of the Corporation may be removed with or without cause.

Section 2.4. Retirements. No director shall continue to serve on the Board beyond the last day of the annual stockholder election term during which such director attains the age of 72, except that a former chief executive officer of the Corporation shall not continue to serve on the Board beyond the last day of the annual stockholder election term during which the age of 70 is attained. Notwithstanding the foregoing, officer-directors, other than a chief executive officer, shall retire from the Board at the time such officer-director ceases to be a principal officer of the Corporation.

Section 2.5 Place of Meetings, etc. The Board may hold its meetings, and may have an office and keep the books of the Corporation (except as otherwise may be provided for by law) in such place or places in the State of Delaware or outside of the State of Delaware, as the Board from time to time may determine.

Section 2.6. Regular Meetings. Regular meetings of the Board shall be held at such times as may be fixed by resolution of the Board. The Secretary shall give notice, as provided for special meetings, for each regular meeting.

Section 2.7. Special Meetings. Special meetings of the Board shall be held whenever called by direction of the chairman of the Board, an officer-director, chief executive officer, or a majority of the directors then in office.

The Secretary shall give notice of each special meeting by mailing the same at least two days before the meeting, or by telegraph, telecopier, electronic transmission or other communications device at least one day before the meeting, to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. At any meeting at which every director shall be present, even though without any notice, any business may be transacted.

Section 2.8. Telephonic and Other Meetings. Members of the Board may hold and participate in any Board meeting by means of conference telephone or

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other communications equipment that permits all persons participating in the meeting to hear each other, and participation of any director in a meeting under this Section 2.8 will constitute the presence in person of that director at that meeting for purposes of these By-laws, except in the case of a director who so participates only for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been called or convened in accordance with applicable law or these By-laws.

Section 2.9. Quorum. A majority of the total number of directors then in office shall constitute a quorum for the transaction of business; but if at any meeting of the Board there be less than a quorum present, a majority of those present may adjourn the meeting from time to time.

At any meeting of the Board all matters shall be decided by the affirmative vote of a majority of directors then present, provided, that the affirmative vote of at least one-third of all the directors then in office shall be necessary for the passage of any resolution.

Section 2.10. Order of Business. At meetings of the Board business shall be transacted in such order as, from time to time, the Board may determine by resolution.

At all meetings of the Board, the chairman of the Board, or in his absence an officer-director designated by the chairman of the Board, or the chief executive officer, in the order named, shall preside.

Section 2.11. Compensation of Directors. Each director of the Corporation who is not a salaried officer or employee of the Corporation, or of a subsidiary of the Corporation, shall receive such allowances for serving as a director and such fees for attendance at meetings of the Board or any committee appointed by the Board as the Board may from time to time determine.

Section 2.12. Board Committees.

(a) The Board may, by resolution or by election of a majority vote, designate one or more Board Committees consisting of one or more of the directors. The Board may designate one or more directors as alternate members of any Board Committee, who may replace any absent or disqualified member at any meeting of that committee. The member or members present at any meeting of any Board Committee and not disqualified from voting at that meeting may, whether or not constituting a quorum, unanimously appoint another director to act at that meeting in any place of any member of that committee who is absent from or disqualified to vote at that meeting.

(b) The Board by resolution may change the membership of any Board Committee at any time and fill vacancies on any of those committees. A majority of the members of any Board Committee will constitute a quorum for the transaction of business by that committee unless the Board by resolution requires a greater number for that purpose. The Board by resolution may elect a chairman of any Board Committee. Except as expressly provided in these By-laws, the election or appointment of any director to a Board Committee will not create any contract rights of that director, and the Board’s removal of any

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member of any Board Committee will not prejudice any contract rights that member otherwise may have.

(c) Under Section 2.12(a) hereof, the Board may designate an executive committee to exercise, subject to applicable provisions of law, any or all of the powers of the Board in the management of the business and affairs of the Corporation when the Board is not in session.

(d) Each other Board Committee the Board of Directors may designate under Section 2.12(a) hereof will, subject to applicable provisions of law, have and may exercise all the powers and authorities of the Board to the extent the Board of Directors’ resolution designating that committee so provides.

(e) Board Committee Rules; Minutes. Unless the Board otherwise provides, each Board Committee may make, alter and repeal rules for the conduct of its business. In the absence of those rules, each Board Committee will conduct its business in the same manner as the Board of Directors conducts its business under Article II. Each committee will keep regular minutes of its meetings and will report the same to the Board of Directors as a whole.

ARTICLE III.

Officers.

Section 3.1. Officers. The principal officers of the Corporation will be elected by the Board and shall include a chief executive officer, president, chief accounting officer, chief financial officer, vice presidents, general counsel, secretary and treasurer. All other offices, titles, powers and duties with respect to principal officers shall be determined by the Board from time to time. Each principal officer who shall be a member of the Board of Directors shall be considered an officer-director.

The Board of Directors or any Board Committee or officer designated by it may appoint such other officers as necessary, who shall have such authority and shall perform such duties as from time to time may be assigned to them by or with the authority of the Board of Directors.

One person may hold two or more offices.

In its discretion, the Board of Directors may leave unfilled any office.

All officers, agents and employees shall be subject to removal at any time by the Board of Directors. All officers, agents and employees, other than officers elected by the Board of Directors, shall hold office at the discretion of the committee or of the officer appointing them.

Each of the salaried officers of the Corporation shall devote his entire time, skill and energy to the business of the Corporation, unless the contrary is expressly consented to by the Board of Directors.

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Section 3.2. Powers and Duties of the Chief Executive Officer. Subject to the Board of Directors, the chief executive officer of the Corporation shall be in general charge of the affairs of the Corporation.

Section 3.3. Powers and Duties of the President. Subject to the chief executive officer and the Board of Directors, the president shall have such duties as may be assigned by the Board.

Section 3.4. Powers and Duties of the Chief Accounting Officer and Chief Financial Officer. The chief accounting officer and chief financial officer shall each have such authority and shall perform such duties, as may be assigned by the Board.

Section 3.5. Powers and Duties of the General Counsel. The general counsel shall be the chief consulting officer of the Corporation in all legal matters, and, subject to the Board of Directors, shall have general control of all matters of legal import concerning the Corporation.

Section 3.6. Powers and Duties of the Treasurer. Subject to the officer designated by the Board of Directors, the treasurer shall have custody of all the funds and securities of the Corporation which may have come into the hand of the Corporation; when necessary or proper he or she shall endorse, or cause to be endorsed, on behalf of the Corporation, for collection, checks, notes and other obligations, and shall cause the deposit of same to the credit of the Corporation in such bank or banks or depositary as the Board of Directors may designate or as the Board of Directors by resolution may authorize; he or she shall sign all receipts and vouchers for payments made to the Corporation other than routine receipts and vouchers, the signing of which he or she may delegate; he or she shall sign all checks made by the Corporation; provided, however, that the Board of Directors may authorize and prescribe by resolution the manner in which checks drawn on banks or depositaries shall be signed, including the use of facsimile signatures, and the manner in which officers, agents or employees shall be authorized to sign; he or she may sign with the president or a vice president all certificates of shares in the capital stock; whenever required by the Board of Directors, he or she shall render a statement of his or her cash account; he or she shall enter regularly, in books of the Corporation to be kept for the purpose, full and accurate account of all moneys received and paid by him or her on account of the Corporation; he or she shall, at all reasonable times, exhibit his or her books and accounts to any director of the Corporation upon application at his or her office during business hours; and he or she shall perform all acts incident to the position of treasurer.

The treasurer shall give a bond for the faithful discharge of the assigned duties in such sum as the Board of Directors may require.

Section 3.7. Powers and Duties of Secretary. The secretary shall keep the minutes of all meetings of the Board of Directors, and the minutes of all meetings of the stockholders, and also (unless otherwise directed by the Board of Directors) the minutes of all committees, in books provided for that purpose; he or she shall attend to the giving and serving of all notices of the Corporation; he or she may sign with any other duly authorized person, in the name of the

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Corporation, all contracts authorized by the Board of Directors, and affix the seal of the Corporation thereto; he or she shall have charge of the certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors may direct, all of which shall, at all reasonable times, be open to the examination of any director, upon application at the secretary’s office during business hours; and he or she shall in general perform all the duties incident to the office of secretary, subject to the control of the Board of Directors.

Section 3.8. Voting upon Interests in Other Business Entities. Unless otherwise ordered by the Board of Directors, any person or persons appointed in writing by any of them shall have full power and authority on behalf of the Corporation to attend and to act and to vote at any meetings of stockholders of any corporation in which the Corporation may hold stock, or at any other meetings of holders of ownership interests in business entities in which the Corporation may hold an interest, including limited liability companies, and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such stock or other interest, and which, as the owner thereof, the Corporation might have possessed and exercised if present. The Board of Directors, by resolution, from time to time, may confer like powers upon any other person or persons.

Section 3.9. Term of Office, etc. Each officer will hold office until the first regular meeting of the Board in each year (at which a quorum shall be present) held next after the annual meeting of stockholders, and until a successor is elected and qualified or until such officer’s earlier resignation or removal. No officer of the Corporation will have any contractual right against the Corporation for compensation by reason of the election or appointment as an officer of the Corporation beyond the date of service as such, except as a written employment or other contract otherwise may provide. The Board may remove any officer with or without cause at any time, but any such removal will not prejudice the contractual rights of that officer, if any, against the Corporation. The Board by resolution may fill any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise for the unexpired portion of the term of that office at any time.

ARTICLE IV.

Capital Stock - Seal.

Section 4.1. Certificates of Shares. Shares of each class of the capital stock of the Corporation shall be uncertificated and shall not be represented by certificates, except to the extent as may be required by applicable law or as may otherwise be authorized by the Secretary or an assistant secretary of the Corporation. Ownership of any such uncertificated shares shall be evidenced by book-entry notation on the stock transfer records of the Corporation. Notwithstanding the foregoing, shares of capital stock of the Corporation represented by a certificate and issued and outstanding on February 23, 2011 shall remain represented by a certificate until such certificate is surrendered to the Corporation. All certificates surrendered to the Corporation shall be

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cancelled, and no new certificate shall be issued, except as may be required by applicable law or as may be authorized by the Secretary or an assistant secretary of the Corporation.

No certificate representing shares of capital stock of the Corporation shall be valid unless it is signed by two principal officers of the Corporation, or one principal officer and an assistant secretary or an assistant treasurer of the Corporation, but, where such certificate is signed by a registrar other than the Corporation or its employee the signatures of any such officer and, where authorized by resolution of the Board of Directors, any transfer agent may be facsimiles. In case any officer or transfer agent of the Corporation who has signed, or whose facsimile signature has been placed upon, any such certificate shall have ceased to such be such officer or transfer agent of the Corporation before such certificate is issued, such certificate may be issued by the Corporation with the same effect as though the person or persons were such officer or transfer agent of the Corporation at the date of issue.

With respect to each class of capital stock of the Corporation, any certificates issued shall be consecutively numbered. The name of the person owning the shares represented thereby, with the class and number of such shares and the date of issue, shall be entered on the Corporation’s books.

Section 4.2. Transfer of Shares. Transfers of shares shall be made on the stock transfer records of the Corporation only by the registered holder thereof, or by such holder’s attorney thereunto authorized by power of attorney duly executed and filed with the Corporation’s Secretary, or with a transfer agent duly appointed, and upon surrender of the certificate or certificates for such shares properly endorsed, if such shares are represented by a certificate, and payment of all taxes thereon. Upon receipt of proper transfer instructions from the registered holder of uncertificated shares, from an approved source duly authorized by such holder or from such holder’s attorney thereunto authorized by power of attorney duly executed and filed with the Corporation’s Secretary, or with a transfer agent duly appointed, such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares shall be made to the person entitled thereto and the transaction shall be recorded on the stock transfer records of the Corporation. The person in whose name shares stand on the Corporation’s stock transfer records shall be deemed the absolute owner thereof for all purposes as regards the Corporation and, accordingly, the Corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof.

Section 4.3. Regulations. The Board of Directors shall have power and authority to make all such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration or replacement of shares of the capital stock of the Corporation.

The Board of Directors may appoint one or more transfer agents or assistant transfer agents, including the Corporation, and one or more registrars

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of transfers, including the Corporation, and may require any stock certificates to bear the signature of a transfer agent or assistant transfer agent and a registrar of transfers. The Board of Directors may at any time terminate the appointment of any transfer agent or any assistant transfer agent or any registrar of transfers.

Section 4.4. Fixing Date for Determination of Stockholders’ Rights. The Board of Directors is authorized from time to time to fix in advance a date, not exceeding 60 days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

Section 4.5. Dividends. The Board of Directors may from time to time declare such dividends as they shall deem advisable and proper, subject to such restrictions as may be imposed by law and the Corporation’s Certificate of Incorporation.

Section 4.6. Facsimile Signatures. In addition to the provisions for the use of facsimile signatures elsewhere specifically authorized in these By-laws, facsimile signatures of any officer or officers of this Corporation may be used whenever and as authorized by the Board of Directors.

Section 4.7. Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be in charge of the Secretary. Unless otherwise directed by the Board of Directors, duplicates of the seal may be kept and used by the treasurer or by any assistant secretary or assistant treasurer.

ARTICLE V.

Indemnification.

Section 5.1. Right to Indemnification. The Corporation shall indemnify and hold harmless to the fullest extent permitted by law any person who was or is made or is threatened to be made a party or is involved in any Proceeding whether civil, criminal, administrative or investigative by reason of the fact that he, or a person for whom he is the legal representative, is or was a director,

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officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all expenses, liability, and loss reasonably incurred or suffered by such person. The Corporation shall indemnify any person seeking indemnity in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board of Directors of the Corporation.

Section 5.2. Advancement of Expenses.

(a) If and whenever any Indemnitee is, or is threatened to be made, a party to any Proceeding that may give rise to a right of that Indemnitee to indemnification under Section 5.1, the Corporation will advance (unless such advance is in violation of law) all Expenses reasonably incurred by or on behalf of that Indemnitee in connection with that Proceeding within 10 days after the Corporation receives a statement or statements from that Indemnitee requesting the advance or advances from time to time, whether prior to or after final disposition of that Proceeding; provided, however, that the Corporation will have no obligation to advance Expenses if such advance will be in violation of applicable law. Each such statement must reasonably evidence the Expenses incurred by or on behalf of that Indemnitee and include or be preceded or accompanied by an undertaking by or on behalf of that Indemnitee to repay any Expenses advanced if it ultimately is determined that the Indemnitee is not entitled to be indemnified by the Corporation under Section 5.1 against those Expenses. The Corporation will accept any such undertaking without reference to the financial ability of Indemnitee to make repayment. If the Corporation advances Expenses in connection with any Claim as to which an Indemnitee has requested or may request indemnification under Section 5.1 and a determination is made under Section 5.4 that the Indemnitee is not entitled to that indemnification, the Indemnitee will not be required to reimburse the Corporation for those advances until the 180th day following the date of that determination; provided, however, that if the Indemnitee timely commences and thereafter prosecutes in good faith a judicial proceeding or arbitration under Section 5.6 or otherwise to obtain that indemnification, the Indemnitee will not be required to reimburse the Corporation for those Expenses until a determination in that proceeding or arbitration that the Indemnitee is not entitled to that indemnification has become final and nonappealable.

(b) The Corporation may advance Expenses under Section 5.2(a) to an Indemnitee or, at the Corporation’s option, directly to the Person to which those Expenses are owed, and any Indemnitee’s request for an advance under Section 5.2(a) will constitute that Indemnitee’s consent to any such direct payment, to Indemnitee’s legal counsel or any other Person.

Section 5.3. Notification and Defense of Claims.

(a) If any Indemnitee receives notice, otherwise than from the Corporation, that the Indemnitee is or will be made, or is threatened to be made,

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a party to any Proceeding in respect of which the Indemnitee intends to seek indemnification under this Article V, the Indemnitee must promptly notify the Corporation in writing of the nature and, to the Indemnitee’s knowledge, status of that Proceeding. If this Section 5.3(a) requires any Indemnitee to give such a notice, but that Indemnitee fails to do so, that failure will not relieve the Corporation from, or otherwise affect the obligations the Corporation may have to indemnify that Indemnitee under this Article V, unless the Corporation can establish that the failure has resulted in actual prejudice to the Corporation.

(b) Except as this Section 5.3(b) otherwise provides, in the case of any Proceeding in respect of which any Indemnitee seeks indemnification under this Article V:

(1) the Corporation and any Related Enterprise that also may be obligated to indemnify that Indemnitee in respect of that Proceeding will be entitled to participate at its own expense in that Proceeding;

(2) the Corporation or that Related Enterprise, or either of them, will be entitled to assume the defense of all Claims, other than (A) Corporation Claims, if any, and (B) other Claims, if any, as to which that Indemnitee shall reasonably reach the conclusion clause (3) of the next sentence describes, in that Proceeding against that Indemnitee by prompt written notice of that election to that Indemnitee; and

(3) if clause (2) above entitles the Corporation or that Related Enterprise to assume the defense of any of those Claims and it delivers to that Indemnitee notice of that assumption under clause (2), the Corporation will not be liable to that Indemnitee under this Article V for any fees or expenses of legal counsel for that Indemnitee which that Indemnitee incurs after that Indemnitee receives that notice.

That Indemnitee will have the right to employ that Indemnitee’s own legal counsel in that Proceeding, but, as clause (3) of the preceding sentence provides, will bear the fees and expenses of that counsel unless:

(1) the Corporation has authorized that Indemnitee in writing to retain that counsel;

(2) the Corporation shall not within a reasonable period of time actually have employed counsel to assume the defense of those Claims; or

(3) that Indemnitee shall have (A) reasonably concluded that a conflict of interest may exist between that Indemnitee and the Corporation as to the defense of one or more of those Claims and (B) communicated that conclusion to the Corporation in writing.

(c) The Corporation will not be obligated hereunder to, or to cause another Corporation Entity to, indemnify any Indemnitee against or hold that Indemnitee harmless from and in respect of any amounts paid, or agreed to be paid, by that Indemnitee in settlement of any Claim against that Indemnitee which that Indemnitee effects without the Corporation’s prior written consent. The Corporation will not settle any Claim against any Indemnitee in any manner that

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would impose any penalty or limitation on that Indemnitee without that Indemnitee’s prior written consent. Neither the Corporation nor any Indemnitee will unreasonably delay or withhold consent to any such settlement the other party proposes to effect.

Section 5.4. Procedure for Determination of Entitlement to Indemnification.

(a) To obtain indemnification under this Article V, any Indemnitee must submit to the Corporation a written request therefor which specifies the Section or Sections under which that Indemnitee is seeking indemnification and which includes, or is accompanied by, such documentation and information as is reasonably available to that Indemnitee and is reasonably necessary to determine whether and to what extent that Indemnitee is entitled to that indemnification. Any Indemnitee may request indemnification under this Article V at any time and from time to time as that Indemnitee deems appropriate in that Indemnitee’s sole discretion. In the case of any request by any Indemnitee for indemnification under Section 5.1 as to any Claim which is pending or threatened at the time that Indemnitee delivers that request to the Corporation and would not be resolved with finality, whether by judgment, order, settlement or otherwise, on payment of the indemnification requested, the Corporation may defer the determination under Section 5.4(c) of that Indemnitee’s entitlement to that indemnification to a date that is no later than 45 days after the effective date of that final resolution if the Board concludes in good faith that an earlier determination would be materially prejudicial to the Corporation or a Related Enterprise.

(b) On written request by any Indemnitee under Section 5.4(a) for indemnification under Section 5.1, the determination of that Indemnitee’s entitlement to that indemnification will be made:

(1) if that Indemnitee will be a director or officer of the Corporation at the time that determination is made, under Section 5.4(c) in each case; or

(2) if that Indemnitee will not be a director or officer of the Corporation at the time that determination is made, under Section 5.4(c) in any case, if so requested in writing by that Indemnitee or so directed by the Board, or, in the absence of that request and direction, as the Board shall duly authorize or direct.

(c) Each determination of any Indemnitee’s entitlement to indemnification under Section 5.1 to which this Section 5.4(c) applies will be made as follows:

(1) by a majority vote of the Disinterested Directors, even though less than a quorum; or

(2) by a committee of Disinterested Directors a majority vote of the Disinterested Directors may designate, even though less than a quorum; or

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(3) if (A) there are no Disinterested Directors or (B) a majority vote of the Disinterested Directors so directs, by an Independent Counsel in a written opinion to the Board, a copy of which the Corporation will deliver to that Indemnitee;

provided, however, that if that Indemnitee has so requested in that Indemnitee’s request for indemnification, an Independent Counsel will make that determination in a written opinion to the Board, a copy of which the Corporation will deliver to Indemnitee.

(d) If it is determined that any Indemnitee is entitled to indemnification under Section 5.1, the Corporation will, or will cause another Corporation Entity to, subject to the provisions of Section 5.4(f):

(1) within 10 days after that determination pay to that Indemnitee all amounts (A) theretofore incurred by or on behalf of that Indemnitee in respect of which that Indemnitee is entitled to that indemnification by reason of that determination and (B) requested from the Corporation in writing by that Indemnitee; and

(2) thereafter on written request by that Indemnitee, pay to that Indemnitee within 10 days after that request such additional amounts theretofore incurred by or on behalf of that Indemnitee in respect of which that Indemnitee is entitled to that indemnification by reason of that determination.

Each Indemnitee must cooperate with the person, persons or entity making the determination under Section 5.4(c) with respect to that Indemnitee’s entitlement to indemnification under Section 5.1, including providing to such person, persons or entity, on reasonable advance request, any documentation or information that is:

(1) not privileged or otherwise protected from disclosure;

(2) reasonably available to that Indemnitee; and

(3) reasonably necessary to that determination.

(e) If an Independent Counsel is to make a determination under Section 5.4(c) of entitlement of any Indemnitee to indemnification under Section 5.1, the Board will select the Independent Counsel and give written notice to that Indemnitee which names the person or firm it has selected, whereupon that Indemnitee may, within 10 days after that Indemnitee’s receipt of that notice, deliver to the Secretary a written objection to the selection; provided, however, that any such objection may be asserted only on the ground that the person or firm selected is not an “Independent Counsel” as Section 5.11 defines that term, and the objection must set forth with particularity the factual basis for that assertion. Absent a proper and timely objection, the person or firm so selected will act as Independent Counsel under Section 5.4(c). If any such written objection is so made and substantiated, the person or firm so selected may not serve as Independent Counsel unless and until the objection is withdrawn or a court of competent jurisdiction has determined that the objection is without merit.

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If the person or firm that will act as Independent Counsel has not been determined within 30 days after any Indemnitee’s submission of the related request for indemnification, either the Corporation or that Indemnitee may petition the Court of Chancery for resolution of any objection that has been made by that Indemnitee to the Board’s selection of Independent Counsel or for the appointment as Independent Counsel of a person or firm selected by the Court of Chancery or by such other person or firm as the Court of Chancery designates, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel under Section 5.4(c).

The Corporation will pay any and all reasonable fees and expenses the Independent Counsel incurs in connection with acting under Section 5.4(c), and the Corporation will pay all reasonable fees and expenses incident to the procedures this Section 5.4(e) sets forth, regardless of the manner in which the Independent Counsel is selected or appointed.

If any Indemnitee becomes entitled to, and does, initiate any judicial proceeding or arbitration under Section 5.6, the Corporation will terminate its engagement of the person or firm acting as Independent Counsel, whereupon that person or firm will be, subject to the applicable standards of professional conduct then prevailing, relieved of any further responsibility in the capacity of Independent Counsel.

(f) The amount of any indemnification against Expenses to which any Indemnitee becomes entitled under any provision of this Article V, including Section 5.1, will be determined subject to the provisions of this Section 5.4(f). Each Indemnitee will have the burden of showing that that Indemnitee actually has incurred the Expenses for which that Indemnitee requests indemnification. If the Corporation or a Corporation Entity has made any advance in respect of any Expense incurred by any Indemnitee without objecting in writing to that Indemnitee at the time of the advance to the reasonableness thereof, the incurrence of that Expense by that Indemnitee will be deemed for all purposes hereof to have been reasonable. In the case of any Expense as to which such an objection has been made, or any Expense for which no advance has been made, the incurrence of that Expense will be presumed to have been reasonable, and the Corporation will have the burden of proof to overcome that presumption.

Section 5.5 Presumptions and Effect of Certain Proceedings.

(a) In making a determination under Section 5.4(c) with respect to entitlement of any Indemnitee to indemnification under Section 5.1, the person, persons or entity making that determination must presume that that Indemnitee is entitled to that indemnification if that Indemnitee has submitted a request for indemnification in accordance with Section 5.4(a), and the Corporation will have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.

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(b) The termination of any Proceeding or of any Claim therein, by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent, will not, except as this Article V otherwise expressly provides, of itself adversely affect the right of any Indemnitee to indemnification under this Article V or, in the case of any determination under Section 5.4(c) of any Indemnitee’s entitlement to indemnification under Section 5.1, create a presumption that that Indemnitee did not act in good faith and in a manner that Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that that Indemnitee’s conduct was unlawful.

(c) Any service of any Indemnitee as a Functionary of the Corporation or any Related Enterprise which imposes duties on, or involves services by, that Indemnitee with respect to any Related Enterprise that is an employee benefit or welfare plan or related trust, if any, or that plan’s participants or that trust’s beneficiaries, will be deemed for all purposes hereof as service at the request of the Corporation, and any action that Indemnitee takes or omits to take in connection with any such plan or trust will, if taken or omitted in good faith by that Indemnitee and in a manner that Indemnitee reasonably believed to be in the interest of the participants in or beneficiaries of that plan or trust, be deemed to have been taken or omitted in a manner “not opposed to the best interests of the Corporation” for all purposes of this Article V.

(d) For purposes of any determination under this Article V as to whether any Indemnitee has performed services or engaged in conduct on behalf of any Enterprise in good faith, that Indemnitee will be deemed to have acted in good faith if that Indemnitee acted in reliance on the records of the Enterprise or on information, opinions, reports or statements, including financial statements and other financial information, concerning the Enterprise or any other Person which were prepared or supplied to that Indemnitee by:

(1) one or more of the officers or employees of the Enterprise;

(2) appraisers, engineers, investment bankers, legal counsel or other Persons as to matters that Indemnitee reasonably believed were within the professional or expert competence of those Persons; and

(3) any committee of the board of directors or equivalent managing body of the Enterprise of which that Indemnitee is or was, at the relevant time, not a member;

provided, however, that if that Indemnitee has actual knowledge as to any matter that makes any such reliance unwarranted as to that matter, this Section 5.5(d) will not entitle that Indemnitee to any presumption that that Indemnitee acted in good faith respecting that matter.

(e) For purposes of any determination under this Article V as to whether any Indemnitee is entitled to indemnification under Section 5.1, neither the knowledge nor the conduct of any other Functionary of the Corporation or any Related Enterprise shall be imputed to that Indemnitee.

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(f) Any Indemnitee will be deemed a party to a Proceeding for all purposes of this Article V if that Indemnitee is named as a defendant or respondent in a complaint or petition for relief in that Proceeding, regardless of whether that Indemnitee ever is served with process or makes an appearance in that Proceeding.

(g) If any Indemnitee serves or served as a Functionary of a Related Enterprise, that service will be deemed to be “at the request of the Corporation” for all purposes of this Article V notwithstanding that the request is not evidenced by a writing or shown to have been made orally. In the event the Corporation were to extend the rights of indemnification and advancement of Expenses under this Article V to any Indemnitee’s serving at the request of the Corporation as a Functionary of any Enterprise other than the Corporation or a Related Enterprise, that Indemnitee must show that the request was made by the Board or at its authorization.

Section 5.6 Remedies of Indemnitee in Certain Cases. (a) If any Indemnitee makes a written request in compliance with Section 5.4(a) for indemnification under Section 5.1 and either:

(1) no determination as to the entitlement of that Indemnitee to that indemnification is made before the last to occur of (A) the close of business on the date, if any, the Corporation has specified under Section 5.4(a) as the outside date for that determination or (B) the elapse of the 45-day period beginning the day after the date the Corporation receives that request; or

(2) a determination is made under Section 5.4(c) that that Indemnitee is not entitled to that indemnification in whole or in any part in respect of any Claim to which that request related,

that Indemnitee will be entitled to an adjudication from the Court of Chancery of that Indemnitee’s entitlement to that indemnification. Alternatively, that Indemnitee, at that Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the case of any determination under Section 5.5(d) that is adverse to an Indemnitee, that Indemnitee must commence any such judicial proceeding or arbitration within 180 days following the date on which that Indemnitee first has the right to commence that proceeding under this Section 5.6(a) or that Indemnitee will be bound by that determination for all purposes of this Article V.

(b) If a determination has been made under Section 5.4 that an Indemnitee is not entitled to indemnification under Section 5.1, any judicial proceeding or arbitration commenced by that Indemnitee under this Section 5.6 will be conducted in all respects as a de novo trial or arbitration on the merits, and that Indemnitee will not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced under this Section 5.6, the Corporation will have the burden of proving that the Indemnitee is not entitled to indemnification hereunder, and the Corporation may not, for any

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purpose, refer to or introduce into evidence any determination under Section 5.4(c) which is adverse to the Indemnitee.

(c) If a determination has been made under Section 5.4 that any Indemnitee is entitled to indemnification under Section 5.1, the Corporation will be bound by that determination in any judicial proceeding or arbitration that Indemnitee thereafter commences under this Section 5.6 or otherwise, absent:

(1) a misstatement by that Indemnitee of a material fact, or an omission by that Indemnitee of a material fact necessary to make that Indemnitee’s statements not materially misleading, in connection with that Indemnitee’s request for indemnification; or

(2) a prohibition of that indemnification under applicable law.

(d) If any Indemnitee, under this Section 5.6 or otherwise, seeks a judicial adjudication of or an award in arbitration to enforce that Indemnitee’s rights under this Article V, that Indemnitee will be entitled to recover from the Corporation, and will be indemnified by the Corporation against, any and all expenses, of the types the definition of Expenses in Section 5.11 describes, reasonably incurred by or on behalf of that Indemnitee in that judicial adjudication or arbitration, but only if that Indemnitee prevails therein. If it is determined in that judicial adjudication or arbitration that that Indemnitee is entitled to receive part of, but not all, the indemnification or advancement of expenses sought, the expenses incurred by that Indemnitee in connection with that judicial adjudication or arbitration will be appropriately prorated between those in respect of which this Article V entitles that Indemnitee to indemnification and those that Indemnitee must bear.

(e) In any judicial proceeding or arbitration under this Section 5.6, the Corporation:

(1) will not, and will not permit any other Person acting on its behalf to, assert that the procedures or presumptions this Article V establishes are not valid, binding and enforceable; and

(2) will stipulate that it is bound by all the provisions of this Article V.

Section 5.7 Non-exclusivity; Equivalence to Contract Rights; Survival of Rights; Insurance; Subrogation.

(a) The rights to indemnification and advancement of Expenses and the remedies this Article V provides are not and will not be deemed exclusive of any other rights or remedies to which any Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, any agreement, a vote of stockholders or Disinterested Directors, or otherwise, but each such right or remedy under this Article V will be cumulative with all such other rights and remedies. The rights to indemnification and advancement of Expenses this Article V provides shall be considered the equivalent of a contract right that vests upon the occurrence or alleged occurrence of any act or omission that forms the

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basis for or is related to the claim for which indemnification is sought by an Indemnitee, to the same extent as if the provisions of this Article V were set forth in a separate, written contract between such Indemnitee and the Corporation, and no amendment, modification or repeal of this Article V or any provision hereof will limit or restrict any right of any Indemnitee under this Article V in respect of any action that Indemnitee has taken or omitted in that Indemnitee’s capacity as a Functionary of the Corporation or any Related Enterprise prior to that amendment, modification or repeal. This Article V will not limit or restrict the power or right of the Corporation, to the extent and in the manner applicable law permits, to indemnify and advance expenses to Persons other than Indemnitees when and as authorized by the Board or by other appropriate corporate action.

(b) If the Corporation maintains an insurance policy or policies providing liability insurance for directors or officers of the Corporation, each Indemnitee will be covered by the policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director or officer under the policy or policies. If the Corporation receives written notice from any source of a pending Proceeding to which any Indemnitee is a party and in respect of which that Indemnitee might be entitled to indemnification under Section 5.1 and the Corporation then maintains any such policy of which that Indemnitee is a beneficiary, the Corporation will:

(1) promptly give notice of that Proceeding to the relevant insurers in accordance with the applicable policy procedures; and

(2) thereafter take all action necessary to cause those insurers to pay, on behalf of that Indemnitee, all amounts payable in accordance with the applicable policy terms as a result of that Proceeding;

provided, however, that the Corporation need not comply with the provisions of this sentence if its failure to do so would not actually be prejudicial to that Indemnitee in any material respect.

(c) The Corporation will not be liable under this Article V to make or cause to be made any payment of amounts otherwise indemnifiable under this Article V, or to make or cause to be made any advance this Article V otherwise requires it to make or cause to be made, to or for the account of any Indemnitee, if and to the extent that the Indemnitee has otherwise actually received or had applied for the Indemnitee’s benefit that payment or advance or otherwise obtained the entire benefit therefrom under any insurance policy, any other contract or agreement or otherwise.

(d) If the Corporation makes or causes to be made any payment under this Article V to or for the account of any Indemnitee, it will be subrogated to the extent of that payment to all the rights of recovery of that Indemnitee, who must execute all papers required and take all action necessary to secure those rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce those rights.

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(e) The Corporation’s obligation to make or cause to be made any payment or advance under this Article V to or for the account of any Indemnitee with respect to that Indemnitee’s service at the request of the Corporation as a Functionary of any Related Enterprise will be reduced by any amount that Indemnitee has actually received as indemnification or advancement of expenses from that Related Enterprise.

Section 5.8 Benefit of this Article V. The provisions of this Article V will inure to the benefit of each Indemnitee and that Indemnitee’s spouse, heirs, executors and administrators.

Section 5.9 Severability. If any provision or provisions of this Article V is or are invalid, illegal or unenforceable for any reason whatsoever:

(1) the validity, legality and enforceability of the remaining provisions of this Article V, including each portion of any Section containing any such invalid, illegal or unenforceable provision which is not itself invalid, illegal or unenforceable, will not in any way be affected or impaired thereby;

(2) such provision or provisions will be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the Corporation as expressed in this Article V; and

(3) to the fullest extent possible, the provisions of this Article V, including each portion of any Section containing any such invalid, illegal or unenforceable provision which is not itself invalid, illegal or unenforceable, will be construed so as to give effect to the intent manifested thereby.

Section 5.10 Exceptions to Right of Indemnification or Advancement of Expenses. No provision in this Article V will obligate the Corporation to pay or cause to be paid any indemnity to or for the account of any Indemnitee in connection with or as a result of:

(1) any Claim made against that Indemnitee for an accounting of profits, under Section 16(b) of the Exchange Act or similar provision of state statutory or common law, from the purchase and sale, or sale and purchase, by that Indemnitee of securities of the Corporation or any Related Enterprise; or

(2) except for any Claim initiated by that Indemnitee, whether as a cause of action or as a defense to a cause of action under Section 5.6 or otherwise, to enforce or establish, by declaratory judgment or otherwise, that Indemnitee’s rights or remedies under this Article V, any Claim initiated by that Indemnitee without the prior authorization of the Board against the Corporation or any Related Enterprise or any of their respective present or former Functionaries.

Section 5.11 Definitions. (a) For purposes of this Article V:

“Affiliate” has the meaning Exchange Act Rule 12b-2 specifies.

“Claim” means any claim for damages or a declaratory, equitable or other substantive remedy, or any other issue or matter, in any Proceeding.

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“Corporation Claim” means, in the case of any Indemnitee, any Claim brought by or in the right of the Corporation or a Related Enterprise against that Indemnitee.

“Corporation Entity” means any Related Enterprise, other than an employee benefit or welfare plan or its related trust, if any.

“Court of Chancery” means the Court of Chancery of the State of Delaware.

“Disinterested Director” means a director of the Corporation who is not and was not a party to the Proceeding, or any Claim therein, in respect of which indemnification is sought by any Indemnitee under this Article V.

“Enterprise” means any business trust, corporation, joint venture, limited liability company, partnership or other entity or enterprise, including any operational division of any entity, or any employee benefit or welfare plan or related trust.

“Expenses” include all attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Should any payments by the Corporation to or for the account of any Indemnitee under this Article V be determined to be subject to any federal, state or local income or excise tax, “Expenses” also will include such amounts as are necessary to place that Indemnitee in the same after-tax position, after giving effect to all applicable taxes, that Indemnitee would have been in had no such tax been determined to apply to those payments.

“Functionary” of any Enterprise means any director, officer, manager, administrator, employee, agent, representative or other functionary of that Enterprise, including, in the case of any employee benefit or welfare plan, any member of any committee administering that plan or any individual to whom the duties of that committee are delegated.

“Indemnitee” means at any time any director, officer, employee or agent of the Corporation or any person that is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, limited liability company, enterprise, non-profit entity or other entity including, without limitation, service with respect to employee benefit plans.

“Independent Counsel” means, in the case of any determination under Section 5.4(c) of the entitlement of any Indemnitee to indemnification under Section 5.1, a law firm, or a member of a law firm, that or who is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent:

(1) the Corporation or any of its Affiliates or that Indemnitee in any matter material to any such Person; or

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(2) any other party to the Proceeding giving rise to a claim of that Indemnitee for that indemnification;

notwithstanding the foregoing, the term “Independent Counsel” does not include at any time any Person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or a Related Enterprise or that Indemnitee in an action to determine that Indemnitee’s rights under these By-laws.

“Person” means any natural person, sole proprietorship, corporation, partnership, limited liability company, business trust, unincorporated organization or association, mutual company, joint stock company, joint venture or any other entity of any kind having a separate legal status or any estate, trust, union or employee organization or governmental authority.

“Proceeding” includes:

(1) any threatened, pending or completed action, suit, arbitration, alternate dispute resolution procedure, investigation, inquiry or other threatened, actual or completed proceeding, whether of a civil, criminal, administrative, investigative or private nature and irrespective of the initiator thereof; and

(2) any appeal in any such proceeding.

“Related Enterprise” means at any time any Enterprise:

(1) 50% or more of the outstanding capital stock or other ownership interests of which, or the assets of which, the Corporation owns or controls, or previously owned or controlled, directly or indirectly, at that time;

(2) 50% or more of the outstanding voting power of the outstanding capital stock or other ownership interests of which the Corporation owns or controls, or previously owned or controlled, directly or indirectly, at that time;

(3) that is, or previously was, an Affiliate of the Corporation which the Corporation controls, or previously controlled, by ownership, contract or otherwise and whether alone or together with another Person, directly or indirectly, at that time; or

(4) if that Enterprise is an employee benefit or welfare plan or related trust, whose participants or beneficiaries are present or former employees of the Corporation or any other Related Enterprise.

Section 5.12 Contribution. If it is established, under Section 5.4(c) or otherwise, that any Indemnitee has the right to be indemnified under Section 5.1 in respect of any Claim, but that right is unenforceable by reason of any applicable law or public policy, then, to the fullest extent applicable law permits,

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the Corporation, in lieu of indemnifying or causing the indemnification of that Indemnitee under Section 5.1, will contribute or cause to be contributed to the amount that Indemnitee has incurred, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement or for Expenses reasonably incurred, in connection with that Claim, in such proportion as is deemed fair and reasonable in light of all the circumstances of that Claim in order to reflect:

(1) the relative benefits that Indemnitee and the Corporation have received as a result of the event(s) or transaction(s) giving rise to that Claim; or

(2) the relative fault of that Indemnitee and of the Corporation and its other Functionaries in connection with those event(s) or transaction(s).

Section 5.13 Submission to Jurisdiction. Each Indemnitee, by seeking any indemnification or advance of Expenses under this Article V, will be deemed, except with respect to any arbitration that Indemnitee commences under Section 5.6:

(1) to have agreed that any action or proceeding arising out of or in connection with this Article V must be brought only in the Court of Chancery and not in any other state or federal court in the United States of America or any court in any other country;

(2) to have consented to submit to the exclusive jurisdiction of the Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Article V;

(3) to have waived any objection to the laying of venue of any such action or proceeding in the Court of Chancery; and

(4) to have waived, and to have agreed not to plead or to make, any claim that any such action or proceeding brought in the Court of Chancery has been brought in an improper or otherwise inconvenient forum. The Corporation shall indemnify and hold harmless to the fullest extent permitted by law any person who was or is made or is threatened to be made a party or is involved in any action, suit, or proceeding whether civil, criminal, administrative or investigative (“proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all expenses, liability, and loss reasonably incurred or suffered by such person. The Corporation shall indemnify any person seeking indemnity in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Corporation.

ARTICLE VI.

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Miscellaneous.

Section 6.1 Amendments. The Board of Directors shall have the power to adopt, amend and repeal the By-laws at any regular or special meeting of the Board, provided that notice of intention to adopt, amend or repeal the By-laws in whole or in part shall have been included in the notice of meeting; or, without any such notice, by a vote of two-thirds of the directors then in office.

Stockholders may adopt, amend and repeal the By-laws at any regular or special meeting of the stockholders by an affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote thereon, provided that notice of intention to adopt, amend or repeal the By-laws in whole or in part shall have been included in the notice of the meeting.

Section 6.2 Offices. The Corporation’s registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. The Corporation may have such other offices within and without the State of Delaware as have heretofore been established or may hereafter be established by or with the authority of the Board. The Corporation’s administrative office shall be located at 5555 San Felipe Road, Houston, Texas.

Section 6.3 Fiscal Year. The fiscal year of the Corporation will end on December 31.

Section 6.4 Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other Entity in which one or more of its directors or officers are directors or officers (or hold equivalent offices or positions), or have a financial interest, will be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or Board Committee which authorizes the contract or transaction, or solely because his or her votes are counted for that purpose, if:

(1) the material facts as to the relationship or interest of the director or officer and as to the contract or transaction are disclosed or are known to the Board or the Board Committee, and the Board or Board Committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) the material facts as to the relationship of the director or officer or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of those stockholders; or

(3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board, a Board Committee or the stockholders.

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Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a Board Committee which authorizes the contract or transaction.

Section 6.5 Form of Records. Any records the Corporation maintains in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time.

Section 6.6 Notices; Waiver of Notice. Whenever any notice is required to be given to any stockholder, director or member of any Board Committee under the provisions of the DGCL, the Certificate of Incorporation or these By-laws, that notice will be deemed to be sufficient if given (a) by telegraphic, facsimile, cable or wireless or electronic transmission or (b) by deposit of the same in the United States mail, with postage paid thereon, addressed to the person entitled thereto at his address as it appears in the records of the Corporation, and that notice will be deemed to have been given on the day of such transmission or mailing, as the case may be.

Whenever any notice is required to be given to any stockholder or director under the provisions of the DGCL, the Certificate of Incorporation or these By-laws, a waiver thereof in writing signed by or by electronic transmission from the person or persons entitled to that notice, whether before or after the time stated therein, will be equivalent to the giving of that notice. Attendance of a person at a meeting will constitute a waiver of notice of that meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, the Board or any Board Committee need be specified in any waiver of notice in writing or by electronic transmission unless the Certificate of Incorporation or these By-laws so require.

Section 6.7 Resignations. Any director or officer of the Corporation may resign at any time. Any such resignation must be made in writing or by electronic transmission to the Corporation and will take effect at the time specified in that writing or electronic transmission, or, if that resignation does not specify any time, at the time of its receipt by the chairman or the secretary. The acceptance of a resignation will not be necessary to make it effective, unless that resignation expressly so provides.

If an incumbent director who is nominated for re-election to the Board does not receive sufficient votes “for” to be elected in accordance with Section 1.7, that incumbent director shall promptly tender his or her resignation to the Board. The Corporate Governance and Nominating Committee of the Board (the “Corporate Governance and Nominating Committee”) shall make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board shall act on the

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tendered resignation, taking into account the Corporate Governance and Nominating Committee’s recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation within 90 days from the date of the certification of the election results. The Corporate Governance and Nominating Committee in making its recommendation, and the Board in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The director who tenders his or her resignation should not participate in the recommendation of the Corporate Governance and Nominating Committee or the decision of the Board with respect to his or her resignation. If such incumbent director’s resignation is not accepted by the Board, such director shall continue to serve until the next annual meeting of the stockholders of the Corporation and until his or her successor is duly elected, or his or her earlier resignation or removal. If a director’s resignation is accepted by the Board pursuant to this Section 6.7, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of Article Seventh of the Certficate of Incorporation or may decrease the size of the Board pursuant to the provisions of Section 2.1.

Section 6.8 Facsimile Signatures. In addition to the provisions for the use of facsimile signatures these By-laws elsewhere specifically authorize, facsimile signatures of any officer or officers of the Corporation may be used as and whenever the Board by resolution so authorizes.

Section 6.9 Reliance on Books, Reports and Records. Each director and each member of any Board Committee designated by the Board will, in the performance of his duties, be fully protected in relying in good faith on the books of account or reports made to the Corporation by any of its officers, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board or by any such committee, or in relying in good faith upon other records of the Corporation.

Section 6.10 Certain Definitional Provisions. (a) In these By-laws:

“Board” or “Board of Directors” means the board of directors of the Corporation.

“Board Committee” means any committee of the Board.

“Certificate of Incorporation” means at any time the original certificate of incorporation of the Corporation as amended and restated from time to time to that time, including each certificate of designation, if any, respecting any class or series of preferred stock of the Corporation.

“Chairman” or “chairman” means the chairman of the Board.

“DGCL” means the General Corporation Law of the State of Delaware.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Secretary” or “secretary” means the secretary of the Corporation.

(b) When used in these By-laws, the words “herein,” “hereof” and “hereunder” and words of similar import refer to these By-laws as a whole and not to any provision of these By-laws, and the words “Article” and “Section” refer to Articles and Sections of these By-laws unless otherwise specified.

(c) Whenever the context so requires, the singular number includes the plural and vice versa, and a reference to one gender includes the other gender and the neuter.

(d) The word “including” (and, with correlative meaning, the word “include”) means including, without limiting the generality of any description preceding that word, and the words “shall” and “will” are used interchangeably and have the same meaning.

Section 6.11 Captions. Captions to Articles and Sections of these By-laws are included for convenience of reference only, and these captions do not constitute a part hereof for any other purpose or in any way affect the meaning or construction of any provision hereof.

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EX-10.5

Exhibit 10.5

MARATHON OIL CORPORATION

2007 INCENTIVE COMPENSATION PLAN

NONQUALIFIED STOCK OPTION AWARD AGREEMENT

[GRANT DATE]

Section 16 Officer

Pursuant to this Award Agreement, MARATHON OIL CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Optionee”), an employee of the Corporation or a Subsidiary, on February 24, 2010 (the “Grant Date”), a right (the “Option”) to purchase from the Corporation [NUMBER] shares of Common Stock of the Corporation at a grant price of $[PRICE] per share (the “Grant Price”), pursuant to the Marathon Oil Corporation 2007 Incentive Compensation Plan (the “Plan”), with such number of shares and such price per share being subject to adjustment as provided in Section 16 of the Plan, and further subject to the following terms and conditions:

1. Relationship to the Plan. This Option is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, that have been adopted by the Committee. Except as defined herein (including in Paragraph 11 of this Award Agreement), capitalized terms shall have the same meanings ascribed to them under the Plan. To the extent that any provision of this Award Agreement conflicts with the express terms of the Plan, the terms of the Plan shall control and, if necessary, the applicable provisions of this Award Agreement shall be hereby deemed amended so as to carry out the purpose and intent of the Plan. References to the Optionee also include the heirs or other legal representatives of the Optionee.

2. Exercise and Vesting Schedule.

(a) This Option shall become exercisable in three cumulative annual installments, as follows:

(i) one-third of the Option Shares shall become exercisable on the first anniversary of the Grant Date;

(ii) an additional one-third of the Option Shares shall become exercisable on the second anniversary of the Grant Date; and

(iii) the remaining one-third of the Option Shares shall become exercisable on the third anniversary of the Grant Date;

provided, however, that the Optionee must be in continuous Employment from the Grant Date through the date of exercisability of each installment in order for the Option to become exercisable with respect to additional shares of Common Stock on such date. If the Employment of the Optionee is terminated for any reason other than death or Retirement, any Option Shares that are not exercisable as of the date of such termination of Employment shall be forfeited to the Corporation.

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(b) This Option shall become fully exercisable, irrespective of the limitations set forth in subparagraph (a) above, upon:

(i) termination of the Optionee’s Employment due to death;

(ii) termination of the Optionee’s Employment due to Retirement; or

(ii) a Change in Control of the Corporation, provided that as of such Change in Control the Optionee had been in continuous Employment since the Grant Date.

3. Expiration of Option.

(a) Expiration of Option Period. The Option Period shall expire on the tenth anniversary of the Grant Date.

(b) Termination of Employment Due to Death or Retirement. If Employment of the Optionee is terminated due to death or Retirement, the Option shall expire upon the earlier of (i) five years following the date of termination of Employment or (ii) expiration of the Option Period. The death of the Optionee following Retirement but prior to the expiration of the Option shall have no effect on the expiration of the Option.

(c) Termination of Employment by the Corporation for Cause or Due to Resignation. If Employment of the Optionee is terminated by the Corporation or any of its Subsidiaries for Cause or due to voluntary resignation by the Optionee, the Option shall expire upon the termination of Employment.

(d) Termination of Employment by the Corporation Other Than For Cause. If Employment of the Optionee is terminated by the Corporation or any of its Affiliates for any reason other than Cause, the Option shall expire upon the earlier of (i) 90 days following the date of termination of Employment or (ii) expiration of the Option Period.

(e) Termination of Employment Following Change in Control. If Employment of the Optionee is terminated following a Change in Control and, as a result, the Optionee is eligible for severance benefits under a Change in Control Agreement, the Option shall remain exercisable throughout the Option Period.

4. Employment with a Competitor. Notwithstanding anything herein to the contrary, in the event the Committee, the Chief Executive Officer, or an authorized officer determines that the Optionee has accepted or intends to accept employment with a competitor of any business unit of the Corporation, the Committee, the Chief Executive Officer, or the authorized officer may cancel the Option by written notice to the Optionee.

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5. Forfeiture or Repayment Resulting from Forfeiture Event.

(a) Forfeiture of Unexercised Option. If a Forfeiture Event occurs during the Optionee’s Employment or within three years following Optionee’s termination of Employment, the Committee may, but is not obligated to, cause all or any portion of the Option granted under this Award Agreement to be forfeited.

(b) Repayment of Spread on Exercised Option. If a Forfeiture Event occurs during the Optionee’s Employment or within three years following Optionee’s termination of Employment, the Committee may, but is not obligated to, require the Optionee to pay to the Corporation an amount in cash up to (but not in excess of) the difference between the Grant Price and market price of the Option on the date of exercise with respect to any shares for which the Option has been exercised (the “Forfeited Spread Amount”). Any Forfeited Spread Amount shall be paid by the Participant within sixty (60) days of receipt from the Corporation of written notice requiring payment of such Forfeited Spread Amount.

(c) Application of Forfeiture Provisions. This Paragraph 5 shall apply notwithstanding any provision of this Award Agreement to the contrary and is meant to provide the Corporation with rights in addition to any other remedy which may exist in law or in equity. This Paragraph 5 shall not apply to the Optionee following the effective time of a Change in Control.

6. Exercise of Option. Subject to the limitations set forth herein and in the Plan, this Option may be exercised in whole or in part by providing notice to the Committee or its designated representative of the number of Option Shares to be exercised. Such notice shall be accompanied by payment of the Grant Price of such Option Shares in cash or, at the election of the Optionee, in shares of Common Stock or any combination thereof. For purposes of determining the amount, if any, of the purchase price satisfied by payment in Common Stock, such Common Stock shall be valued at its Fair Market Value on the date of exercise. Upon receipt of the purchase price, the Corporation or its designated representative shall issue or cause to be issued to the Optionee a number of shares of Common Stock equal to the number of Option Shares then exercised.

7. Taxes. The Corporation or its designated representative shall have the right to withhold applicable taxes from the shares of Common Stock otherwise payable to the Optionee upon exercise of the Option or from compensation otherwise payable to the Optionee at the time of exercise pursuant to Section 13 of the Plan.

8. Shareholder Rights. The Optionee shall have no rights of a shareholder with respect to the Option Shares unless and until such time as the Option has been exercised and shares of Common Stock have been issued to the Optionee in conjunction with the exercise of the Option.

9. Nonassignability. During the Optionee’s lifetime, the Option may be exercised only by the Optionee or by the Optionee’s guardian or legal representative. Upon the Optionee’s death, the Option shall be transferred to the Optionee’s estate. Otherwise, the Optionee may not sell, transfer, assign, pledge or otherwise encumber any portion of the Option, and any attempt to sell, transfer, assign, pledge, or encumber any portion of the Option shall have no effect.

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10. No Employment Guaranteed. Nothing in this Award Agreement shall give the Optionee any rights to (or impose any obligations for) continued Employment by the Corporation or any Affiliate thereof or successor thereto, nor shall it give such entities any rights (or impose any obligations) with respect to continued performance of duties by the Optionee.

11. Modification of Agreement. Any modification of this Award Agreement shall be binding only if evidenced in writing and signed by an authorized representative of the Corporation, provided that no modification may, without the consent of the Optionee, adversely affect the rights of the Optionee hereunder.

12. Definitions. For purposes of this Award Agreement:

“Cause” means termination from Employment by the Corporation or its Subsidiaries due to unacceptable performance, gross misconduct, gross negligence, material dishonesty, material acts detrimental or destructive to the Corporation or its Subsidiaries, employees or property, or any material violation of the policies of the Corporation or its Subsidiaries.

“Change in Control,” unless otherwise defined by the Committee, means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, whether or not the Corporation is then subject to such reporting requirement; provided, that, without limitation, such a change in control shall be deemed to have occurred if:

(i) any person (as defined in Sections 13(d) and 14(d) of the Exchange Act) (a “Person”) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation (not including in the amount of the securities beneficially owned by such person any such securities acquired directly from the Corporation or its affiliates) representing twenty percent (20%) or more of the combined voting power of the Corporation’s then outstanding voting securities; provided, however, that for purposes of this Plan the term “Person” shall not include (A) the Corporation or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation; and provided, further, however, that for purposes of this paragraph (i), there shall be excluded any Person who becomes such a beneficial owner in connection with an Excluded Transaction (as defined in paragraph (iii) below);

(ii) the following individuals cease for any reason to constitute a majority of the number of Directors then serving: individuals who, on the date hereof, constitute the Board and any new Director (other than a Director whose initial assumption of office is in connection with an actual or threatened election contest including but not limited to a consent solicitation, relating to the election of Directors of the Corporation) whose appointment or election by the Board or nomination for election by the Corporation’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were Directors on the date hereof or whose appointment, election or nomination for election was previously so approved; or

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(iii) there is consummated a merger or consolidation of the Corporation or any direct or indirect subsidiary thereof with any other corporation, other than a merger or consolidation (an “Excluded Transaction”) which would result in the holders of the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation or any parent thereof) at least 50% of the combined voting power of the voting securities of the entity surviving the merger or consolidation (or the parent of such surviving entity) immediately after such merger or consolidation, or the stockholders of the Corporation approve a plan of complete liquidation of the Corporation, or there is consummated the sale or other disposition of all or substantially all of the Corporation’s assets.

Notwithstanding any other provision to the contrary, in no event shall the transfer of ownership interests in the Corporation in and of itself constitute a Change in Control under this Award Agreement.

“Change in Control Agreement” means any plan, program, agreement, or arrangement under which the Corporation or a Subsidiary agrees to provide benefits to the Optionee in the event he or she is terminated following a Change in Control, as applicable to the Optionee at the relevant time.

“Employment” means employment with the Corporation or any of its Affiliates. For purposes of this Option, Employment shall also include any period of time during which the Optionee is on Disability status.

“Forfeiture Event” means the occurrence of at least one of the following (a) the Corporation is required, pursuant to a determination made by the Securities and Exchange Commission or by the Audit Committee of the Board, to prepare a material accounting restatement due to the noncompliance of the Corporation with any financial reporting requirement under applicable securities laws as a result of misconduct, and the Committee determines that (1) the Optionee knowingly engaged in the misconduct, (2) the Optionee was grossly negligent with respect to such misconduct or (3) the Optionee knowingly or grossly negligently failed to prevent the misconduct or (b) the Committee concludes that the Optionee engaged in fraud, embezzlement or other similar misconduct materially detrimental to the Corporation.

“Option Period” means the period commencing upon the Optionee’s receipt of this Award Agreement and ending on the date on which the Option expires pursuant to Paragraph 3(a).

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“Option Shares” means the shares of Common Stock covered by this Option.

“Retirement” means (i) for an Employee participating in the Retirement Plans, termination on or after the time at which the Employee is eligible for retirement under the Retirement Plans, or (ii) for an Employee not participating in the Retirement Plans, (a) for an Employee with ten or more years of Employment, termination on or after the Employee’s 50th birthday or (b) termination on or after the Employee’s 65th birthday .

“Retirement Plans” means the Retirement Plan of Marathon Oil Company, the Marathon Petroleum Company LLC Retirement Plan, or a successor plan to either of such plans, as applicable.

Marathon Oil Corporation
By
Authorized Officer

6

EX-10.7

Exhibit 10.7

MARATHON OIL CORPORATION

2007 INCENTIVE COMPENSATION PLAN

SECTION 16 OFFICER RESTRICTED STOCK AWARD AGREEMENT

[GRANT DATE]

Pursuant to this Award Agreement and the Marathon Oil Corporation 2007 Incentive Compensation Plan (the “Plan”), MARATHON OIL CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Participant”), an employee of the Corporation or a Subsidiary, on February 24, 2010 (the “Grant Date”), [NUMBER] restricted shares of Common Stock (“Restricted Shares”). The number of Restricted Shares awarded is subject to adjustment as provided in Section 16 of the Plan, and the Restricted Shares are subject to the following terms and conditions:

1. Relationship to the Plan.

This grant of Restricted Shares is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations, if any, that have been adopted by the Committee. Except as defined in this Award Agreement (including in Paragraph 9 hereof), capitalized terms shall have the same meanings given to them under the Plan. To the extent that any provision of this Award Agreement conflicts with the express terms of the Plan, the terms of the Plan shall control and, if necessary, the applicable provisions of this Award Agreement shall be hereby deemed amended so as to carry out the purpose and intent of the Plan.

2. Vesting and Forfeiture of Restricted Shares.

(a) The Restricted Shares shall vest on the third anniversary of the Grant Date; provided, however, that the Participant must be in continuous Employment from the Grant Date through the vesting date in order for the Restricted Shares to vest. If the Employment of the Participant is terminated for any reason (including non-Mandatory Retirement) other than death or Mandatory Retirement, any Restricted Shares that have not vested as of the date of such termination of Employment shall be forfeited to the Corporation.

(b) The Restricted Shares shall immediately vest in full, irrespective of the limitations set forth in subparagraph (a) above, upon:

(i) termination of the Participant’s Employment due to death;

(ii) termination of the Participant’s Employment due to Mandatory Retirement; or

(iii) a Change in Control of the Corporation, provided that as of such Change in Control the Participant has been in continuous Employment since the Grant Date.

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3. Issuance of Shares. Effective as of the Grant Date, the Committee or its designated representative shall cause a number of shares of Common Stock equal to the number of Restricted Shares to be issued and registered in the Participant’s name, subject to the conditions and restrictions set forth in this Award Agreement and the Plan. Such issuance and registration shall be evidenced by an entry on the registry books of the Corporation and, if the Committee so elects, evidenced by a certificate issued by the Corporation. Any book entries and certificates evidencing the Restricted Shares shall carry or be endorsed with a legend referring to the conditions and restrictions set forth in this Award Agreement and the Plan. In the event the Restricted Shares are evidenced by a certificate, such certificate shall be held in custody by the Corporation unless and until the corresponding Restricted Shares are vested. The Participant shall not be entitled to delivery of a certificate or release of the restrictions on the book entry evidencing such Restricted Shares for any portion of the Restricted Shares unless and until the related Restricted Shares have vested pursuant to Paragraph 2. In the event the Restricted Shares are forfeited in full or in part, the Participant hereby consents to the relinquishment of the forfeited Restricted Shares theretofore issued and registered in the Participant’s name to the Corporation at that time.

4. Forfeiture or Repayment Resulting from Forfeiture Event.

(a) If there is a Forfeiture Event either while the Participant is employed or within three years after termination of the Participant’s Employment, then the Committee may, but is not obligated to, cause all of the Participant’s Restricted Shares to be forfeited by the Participant and returned to the Corporation.

(b) If there is a Forfeiture Event either while the Participant is employed or within three years after termination of the Participant’s Employment, then the Committee may, but is not obligated to, require the Participant to pay to the Corporation in cash an amount (the “Forfeiture Amount”) up to (but not in excess of) the lesser of (i) the value of such Restricted Shares that have previously vested, determined as of the date such shares vested or (ii) the value of such Restricted Shares that have previously vested, determined as of the date on which the Committee makes a demand for payment of the Forfeiture Amount. Any Forfeiture Amount shall be paid by the Participant within sixty (60) days of receipt from the Corporation of written notice requiring payment of such Forfeiture Amount.

(c) This Paragraph 4 shall apply notwithstanding any provision of this Award Agreement to the contrary and is meant to provide the Corporation with rights in addition to any other remedy which may exist in law or in equity. This Paragraph 4 shall not apply to the Participant following the effective time of a Change in Control.

5. Taxes. Pursuant to Section 13 of the Plan, the Corporation or its designated representative shall have the right to withhold applicable taxes from the shares of Common Stock otherwise deliverable to the Participant due to the vesting of Restricted Shares pursuant to Paragraph 2, or from other compensation payable to the Participant, at the time of the vesting and delivery of such shares.

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6. Shareholder Rights. Unless and until the Restricted Shares are forfeited, the Participant shall have the rights of a shareholder with respect to the Restricted Shares as of the Grant Date, including the right to vote the Restricted Shares and the right to receive dividends. The Participant hereby consents to receiving any dividends on the unvested Restricted Shares through the Corporation’s payroll and, accordingly, directs the Corporation’s transfer agent to pay such dividends to the Corporation on his or her behalf.

7. Nonassignability. Upon the Participant’s death, the Restricted Shares shall be transferred to the Participant’s estate. Otherwise, the Participant may not sell, transfer, assign, pledge or otherwise encumber any portion of the Restricted Shares, and any attempt to sell, transfer, assign, pledge, or encumber any portion of the Restricted Shares shall have no effect.

8. No Employment Guaranteed. Nothing in this Award Agreement shall give the Participant any rights to (or impose any obligations for) continued Employment by the Corporation or any Subsidiary or successor, nor shall it give such entities any rights (or impose any obligations) with respect to continued performance of duties by the Participant.

9. Modification of Agreement. Any modification of this Award Agreement shall be binding only if evidenced in writing and signed by an authorized representative of the Corporation, provided that no modification may, without the consent of the Participant, adversely affect the rights of the Participant.

10. Definitions. For purposes of this Award Agreement:

“Change in Control,” unless otherwise defined by the Committee, means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, whether or not the Corporation is then subject to such reporting requirement; provided, that, without limitation, such a change in control shall be deemed to have occurred if:

(i) any person (as defined in Sections 13(d) and 14(d) of the Exchange Act) (a “Person”) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation (not including in the amount of the securities beneficially owned by such person any such securities acquired directly from the Corporation or its affiliates) representing twenty percent (20%) or more of the combined voting power of the Corporation’s then outstanding voting securities; provided, however, that for purposes of this Plan the term “Person” shall not include (A) the Corporation or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation; and provided, further, however, that for purposes of this paragraph (i), there shall be excluded any Person who becomes such a beneficial owner in connection with an Excluded Transaction (as defined in paragraph (iii) below);

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(ii) the following individuals cease for any reason to constitute a majority of the number of Directors then serving: individuals who, on the date hereof, constitute the Board and any new Director (other than a Director whose initial assumption of office is in connection with an actual or threatened election contest including but not limited to a consent solicitation, relating to the election of Directors of the Corporation) whose appointment or election by the Board or nomination for election by the Corporation’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were Directors on the date hereof or whose appointment, election or nomination for election was previously so approved; or

(iii) there is consummated a merger or consolidation of the Corporation or any direct or indirect subsidiary thereof with any other corporation, other than a merger or consolidation (an “Excluded Transaction”) which would result in the holders of the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation or any parent thereof) at least 50% of the combined voting power of the voting securities of the entity surviving the merger or consolidation (or the parent of such surviving entity) immediately after such merger or consolidation, or the stockholders of the Corporation approve a plan of complete liquidation of the Corporation, or there is consummated the sale or other disposition of all or substantially all of the Corporation’s assets.

Notwithstanding any other provision to the contrary, in no event shall the transfer of ownership interests in the Corporation in and of itself constitute a Change in Control under this Award Agreement.

“Employment” means employment with the Corporation or any of its Subsidiaries. For purposes of this Award Agreement, Employment shall also include any period of time during which the Participant is on Disability status.

“Forfeiture Event” means the occurrence of at least one of the following (a) the Corporation is required, pursuant to a determination made by the Securities and Exchange Commission or by the Audit Committee of the Board, to prepare a material accounting restatement due to the noncompliance of the Corporation with any financial reporting requirement under applicable securities laws as a result of misconduct, and the Committee determines that (1) the Participant knowingly engaged in the misconduct, (2) the Participant was grossly negligent with respect to such misconduct or (3) the Participant knowingly or grossly negligently failed to prevent the misconduct or (b) the Committee concludes that the Participant engaged in fraud, embezzlement or other similar misconduct materially detrimental to the Corporation.

4

“Mandatory Retirement” means termination of Employment as a result of the Corporation’s policy, if any, requiring the mandatory retirement of officers and/or other employees upon reaching a certain age or milestone.

	Marathon Oil Corporation
By
Authorized Officer

5

EX-10.9

Exhibit 10.9

MARATHON OIL CORPORATION

2007 INCENTIVE COMPENSATION PLAN

PERFORMANCE UNIT AWARD AGREEMENT

2010-2012 PERFORMANCE CYCLE

Section 16 Officer

Pursuant to this Award Agreement and the Marathon Oil Corporation 2007 Incentive Compensation Plan (the “Plan”), MARATHON OIL CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Participant”), an employee of the Corporation or a Subsidiary, on February 24, 2010, [NUMBER] performance units (“Performance Units”), conditioned upon the Corporation’s TSR Percentile Ranking for the 2010-2012 Performance Cycle. The Performance Units are subject to the following terms and conditions:

1. Relationship to the Plan.

This grant of Performance Units is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, that have been adopted by the Committee. Except as defined herein (including in Paragraph 14 of this Award Agreement), capitalized terms shall have the same meanings ascribed to them under the Plan. To the extent that any provision of this Award Agreement conflicts with the express terms of the Plan, the terms of the Plan shall control and, if necessary, the applicable provisions of this Award Agreement shall be hereby deemed amended so as to carry out the purpose and intent of the Plan. References to the Participant also include the heirs or other legal representatives of the Participant.

2. Determination of Payout Percentage. As soon as practical following the close of the 2010-2012 Performance Cycle, the Committee shall determine the TSR Percentile Ranking. Thereafter, the Committee shall determine the Payout Percentage as follows:

(a) If the TSR Percentile Ranking is below the 25^th percentile, the Payout Percentage shall be zero.

(b) If the TSR Percentile Ranking is at or above the 25^th percentile, the Payout Percentage shall be equal to or less than the TSR Percentile Ranking multiplied by 2.

(c) Notwithstanding anything herein to the contrary, if the TSR calculated for the 2010-2012 Performance Cycle is negative, then the Payout Percentage shall not exceed 100%.

(d) Notwithstanding anything herein to the contrary, the Committee has sole and absolute authority and discretion to reduce the Payout Percentage as it may deem appropriate.

3. Vesting of Performance Units. Unless the Participant’s right to the Performance Units is previously forfeited or vested in accordance with Paragraphs 4, 5, 6, or 7, following the Committee’s determinations pursuant to Paragraph 2, the Participant shall vest in and be entitled to receive a cash payment equal to the product of (i) the number of Performance Units granted hereunder and (ii) the Payout Value. Such cash payment shall be made as soon as administratively feasible following the Committee’s determination under Paragraph 2 and, in any event, on or before March 15, 2013. If, in accordance with the Committee’s determination under Paragraph 2, the Payout Value is zero, the Participant shall immediately forfeit any and all rights to the Performance Units. Upon the vesting and/or forfeiture of the Performance Units pursuant to this Paragraph 3 and the making of the related cash payment, if any, the rights of the Participant and the obligations of the Corporation under this Award Agreement shall be satisfied in full.

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4. Termination of Employment. If Participant’s Employment is terminated prior to the close of the 2010-2012 Performance Cycle for any reason other than death or Retirement, the Participant’s right to the Performance Units shall be forfeited in its entirety as of such termination, and the rights of the Participant and the obligations of the Corporation under this Award Agreement shall be terminated.

5. Termination of Employment due to Death. If Participant’s Employment is terminated by reason of death prior to the close of the 2010-2012 Performance Cycle, the Participant’s right to receive the Performance Units shall vest in full as of the date of death and the Payout Percentage shall be 100%. A cash payment equal to the vested value of the Performance Units shall be made in accordance with Paragraph 3 on the first day of the third month following the death of the Participant. Such vesting shall satisfy the rights of the Participant and the obligations of the Corporation under this Award Agreement in full.

6. Termination of Employment due to Retirement. In the event of the Retirement of the Participant on or after July 1, 2011, the Participant’s Performance Units may be considered for vesting following the close of the 2010-2012 Performance Cycle. At the discretion of the Committee, the Participant may vest in and be entitled to receive a cash payment equal to the product of (i) the percentage equal to the days of Participant’s Employment during the 2010-2012 Performance Cycle divided by the total days in the 2010-2012 Performance Cycle, (ii) the number of Performance Units granted hereunder, and (iii) the Payout Value. Such cash payment shall be made as soon as administratively feasible following the Committee’s determination under Paragraph 2 and, in any event, during the calendar year following the close of the 2010-2012 Performance Cycle. If, in accordance with the Committee’s determination under Paragraph 2, the Payout Value is zero, the Participant shall immediately forfeit any and all rights to the Performance Units. Upon the vesting and/or forfeiture of the Performance Units pursuant to this Paragraph 6 and the making of the related cash payment, if any, the rights of the Participant and the obligations of the Corporation under this Award Agreement shall be satisfied in full. The death of the Participant following Retirement but prior to the close of the 2010-2012 Performance Cycle shall have no effect on this Paragraph 6.

7. Vesting Upon a Change of Control. Notwithstanding anything herein to the contrary, upon the occurrence of a Change in Control prior to the end of the 2010-2012 Performance Cycle, the Participant’s right to receive the Performance Units, unless previously forfeited pursuant to Paragraph 4, shall vest in full and the Payout Percentage shall be 100%. A cash payment equal to the vested value of the Performance Units shall be made in accordance with Paragraph 3 on the first day of the third month following the Change in Control. Such vesting shall satisfy the rights of the Participant and the obligations of the Corporation under this Award Agreement in full.

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8. Repayment or Forfeiture Resulting from Forfeiture Event.

(a) If there is a Forfeiture Event either while the Participant is employed or within three years after termination of the Participant’s Employment, then the Committee may, but is not obligated to, cause some or all of the Participant’s outstanding Performance Units to be forfeited by the Participant.

(b) If there is a Forfeiture Event either while the Participant is employed or within three years after termination of the Participant’s Employment and a payment has previously been made in settlement of Performance Units granted under this Award Agreement, the Committee may, but is not obligated to, require that the Participant pay to the Corporation an amount in cash (the “Forfeiture Amount”) up to (but not in excess of) the amount paid in settlement of the Performance Units.

(c) This Paragraph 8 shall apply notwithstanding any provision of this Award Agreement to the contrary and is meant to provide the Corporation with rights in addition to any other remedy which may exist in law or in equity. This Paragraph 8 shall not apply to the Participant following the effective time of a Change in Control.

9. Taxes. Pursuant to Section 13 of the Plan, the Corporation or its designated representative shall have the right to withhold applicable taxes from the cash otherwise payable to the Participant, or from other compensation payable to the Participant, at the time of the vesting and delivery of such cash payment.

10. No Shareholder Rights. The Participant shall in no way be entitled to any of the rights of a shareholder as a result of this Award Agreement.

11. Nonassignability. Upon the Participant’s death, the Performance Units may be transferred by will or by the laws governing the descent and distribution of the Participant’s estate. Otherwise, the Participant may not sell, transfer, assign, pledge or otherwise encumber any portion of the Performance Units, and any attempt to sell, transfer, assign, pledge, or encumber any portion of the Performance Units shall have no effect.

12. No Employment Guaranteed. Nothing in this Award Agreement shall give the Participant any rights to (or impose any obligations for) continued Employment by the Corporation or any Affiliate thereof or successor thereto, nor shall it give such entities any rights (or impose any obligations) with respect to continued performance of duties by the Participant.

13. Modification of Agreement. Any modification of this Award Agreement shall be binding only if evidenced in writing and signed by an authorized representative of the Corporation, provided that no modification may, without the consent of the Participant, adversely affect the rights of the Participant hereunder.

14. Definitions. For purposes of this Award Agreement:

“2010-2012 Performance Cycle” means the period from January 1, 2010 to December 31, 2012.

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“Beginning Stock Price” means the average of the daily closing price of common stock for each trading day of the calendar month preceding the commencement of the 2010-2012 Performance Cycle, historically adjusted, if necessary, for any stock split, stock dividend, recapitalizations, or similar corporate events that occur during the measurement period.

“Change in Control,” unless otherwise defined by the Committee, means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, whether or not the Corporation is then subject to such reporting requirement; provided, that, without limitation, such a change in control shall be deemed to have occurred if:

(i) any person (as defined in Sections 13(d) and 14(d) of the Exchange Act) (a “Person”) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation (not including in the amount of the securities beneficially owned by such person any such securities acquired directly from the Corporation or its affiliates) representing twenty percent (20%) or more of the combined voting power of the Corporation’s then outstanding voting securities; provided, however, that for purposes of this Plan the term “Person” shall not include (A) the Corporation or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation; and provided, further, however, that for purposes of this paragraph (i), there shall be excluded any Person who becomes such a beneficial owner in connection with an Excluded Transaction (as defined in paragraph (iii) below);

(ii) the following individuals cease for any reason to constitute a majority of the number of Directors then serving: individuals who, on the date hereof, constitute the Board and any new Director (other than a Director whose initial assumption of office is in connection with an actual or threatened election contest including but not limited to a consent solicitation, relating to the election of Directors of the Corporation) whose appointment or election by the Board or nomination for election by the Corporation’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were Directors on the date hereof or whose appointment, election or nomination for election was previously so approved; or

(iii) there is consummated a merger or consolidation of the Corporation or any direct or indirect subsidiary thereof with any other corporation, other than a merger or consolidation (an “Excluded Transaction”) which would result in the holders of the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation or any parent thereof) at least 50% of the combined voting power of the voting securities of the entity surviving the merger or consolidation (or the parent of such surviving entity) immediately after such merger or consolidation, or the stockholders of the Corporation approve a plan of complete liquidation of the Corporation, or there is consummated the sale or other disposition of all or substantially all of the Corporation’s assets.

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Notwithstanding any other provision to the contrary, in no event shall the transfer of ownership interests in the Corporation in and of itself constitute a Change in Control under this Award Agreement.

“Cumulative Dividends” means the sum of all cash dividends paid on a share of common stock during the 2010-2012 Performance Cycle. The Participant shall not be entitled to receive any dividend payments in conjunction with this award of Performance Units.

“Employment” means employment with the Corporation or any of its Subsidiaries. For purposes of this Award Agreement, Employment shall also include any period of time during which the Participant is on Disability status.

“End Stock Price” means the average of the daily closing price of common stock for each trading day of the calendar month ending on the last day of the 2010-2012 Performance Cycle.

“Forfeiture Event” means the occurrence of at least one of the following (a) the Corporation is required, pursuant to a determination made by the Securities and Exchange Commission or by the Audit Committee of the Board, to prepare a material accounting restatement due to the noncompliance of the Corporation with any financial reporting requirement under applicable securities laws as a result of misconduct, and the Committee determines that (1) the Participant knowingly engaged in the misconduct, (2) the Participant was grossly negligent with respect to such misconduct or (3) the Participant knowingly or grossly negligently failed to prevent the misconduct or (b) the Committee concludes that the Participant engaged in fraud, embezzlement or other similar misconduct materially detrimental to the Corporation.

“Payout Percentage” means the percentage (between 0% and 200%) determined by the Committee in accordance with the procedures set forth in Paragraph 2, which shall be used to determine the value of each Performance Unit.

“Payout Value” means, for each Performance Unit, the product of the Payout Percentage and $1.00.

“Peer Group” means the companies that are members of the AMEX Oil Index as of the last business day of the 2010-2012 Performance Cycle, or such other group of companies as selected by the Committee at its discretion.

“Retirement” means (i) for an Employee participating in the Retirement Plans, termination on or after the time at which the Employee is eligible for retirement under the Retirement Plans, or (ii) for an Employee not participating in the Retirement Plans, (a) for an Employee with ten or more years of Employment, termination on or after the Employee’s 50th birthday or (b) termination on or after the Employee’s 65th birthday.

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“Retirement Plans” means the Retirement Plan of Marathon Oil Company, the Marathon Petroleum Company LLC Retirement Plan, or a successor plan to either of such plans, as applicable.

“Total Shareholder Return” or “TSR” means the number derived using the following formula:

(End Stock Price – Beginning Stock Price) + Cumulative  Dividends

            Beginning Stock Price.

“TSR Percentile Ranking” means the relative ranking of the Corporation’s Total Shareholder Return for the 2010-2012 Performance Cycle as compared to the Total Shareholder Return of the Peer Group companies during the 2010-2012 Performance Cycle, expressed as a percentile ranking.

	Marathon Oil Corporation
By
Authorized Officer

6

EX-10.10

EXHIBIT 10.10

MARATHON OIL CORPORATION

POLICY FOR

REPAYMENT OF ANNUAL CASH BONUS AMOUNTS

This Policy for Repayment of Annual Cash Bonus Amounts of Marathon Oil Corporation, a Delaware corporation, or the “Corporation” shall apply to Annual Cash Bonus Amounts paid to Executive Officers of the Corporation for years beginning after 2009.

1. Purpose

The purpose of this Policy is to provide the Corporation with the right to request and receive reimbursement of Annual Cash Bonus payments under the circumstances set forth in this Policy.

2. Definitions

As used in this Policy, the following terms shall have the meanings herein specified:

2.1 Annual Cash Bonus—shall mean each cash bonus amount paid to an Executive Officer based upon corporate, organizational or individual performance.

2.2 Board of Directors—shall mean the Board of Directors of the Corporation.

2.3 Change in Control—shall have the same meaning as given to such term in the Executive Change in Control Plan.

2.4 Committee—shall mean the Compensation Committee of the Board of Directors.

2.5 Corporation—shall mean Marathon Oil Corporation, a Delaware corporation. The term “Corporation” shall, subject to Section 3.4, include any successor to Marathon Oil Corporation, or a corporation succeeding to the all or substantially all of the business of Marathon Oil Corporation, by merger, consolidation or liquidation or purchase of assets or stock or similar transaction.

2.6 Executive Change in Control Plan—shall mean the Marathon Oil Corporation Executive Change in Control Severance Benefits Plan, as amended from time to time.

2.7 Executive Officer—shall mean each individual who is an “executive officer” of the Corporation for purposes of the Securities Exchange Act of 1934, as amended, for the year for which the payment Annual Cash Bonus payment is earned.

2.8 Forfeiture Amount—shall have the meaning specified in Section 3.1 of this Policy.

2.9 Policy—means this Policy for Repayment of Annual Cash Bonus Amounts.

2.10 Qualified Termination—shall have the meaning given such term in the Executive Change in Control Plan.

3. Forfeiture

3.1 Forfeiture. Subject to Section 3.3, if (a) the Corporation is required, pursuant to a determination made by the Securities and Exchange Commission or by the Audit Committee of the Board of Directors, to prepare a material accounting restatement due to the noncompliance of the Corporation with any financial reporting requirement under applicable securities laws as a result of misconduct, and the Committee determines that (1) an Executive Officer knowingly engaged in the misconduct, (2) an Executive Officer was grossly negligent with respect to such misconduct or (3) an Executive Officer knowingly or grossly negligently failed to prevent the misconduct or (b) the Committee concludes that an Executive Officer engaged in fraud, embezzlement or other similar misconduct materially detrimental to the Corporation, the Corporation may require such Executive Officer to pay to the Corporation an amount (the “Forfeiture Amount” ) up to (i) in the case of a forfeiture pursuant to clause (a) of this Section 3.1, the sum of all Annual Cash Bonus amounts paid to the Executive Officer for performance during each year covered by the financial restatement or (ii) in the case of a forfeiture pursuant to clause (b) of this Section 3.1, all Annual Cash Bonus amounts paid to Executive for performance during each year during which such misconduct occurred. In each case, any Forfeiture Amount shall be paid by the Executive Officer within sixty (60) days of receipt from the Corporation of written notice requiring payment of such Forfeiture Amount.

3.2 Determination Binding. Except when otherwise specified in this Policy, the Committee shall make all determinations required under Section 3.1 of this Policy in its sole and absolute discretion, and such determinations shall be conclusive and binding on all persons, including each Executive Officer and the Corporation. No determination by the Committee with respect to any Executive Officer shall in any way reduce or eliminate the Committee’s authority to apply this Policy to any other Executive Officer.

3.3 Committee Discretion Not to Require Payment or Maximum Payment. Notwithstanding the foregoing provisions, the Committee has sole and absolute discretion not to require payment of a Forfeiture Amount or to require payment of an amount that is less than the maximum Forfeiture Amount described in Section 3.1.

3.4 Effect of Change in Control. Notwithstanding the foregoing, this Policy shall not be applicable following a Change in Control, nor shall this Policy be applicable to an Executive Officer after the date on which such Executive Officer experiences a Qualified Termination.

3.5 Effective Time. The provisions set forth in this Policy shall apply [only] to Annual Cash Bonus payments earned for years beginning after 2009.

3.6 Non-Exclusive Remedy. This Policy shall be a non-exclusive remedy and nothing contained in this Policy shall preclude the Corporation from pursuing any other applicable remedies available to it, whether in addition to, or in lieu of, application of this Policy.

4. Miscellaneous

4.1. Notice. For the purpose of this Policy, notices and all other communications provided for in this Policy shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the Corporation at the address shown on its most recent Annual Report filed on Form 10-K or Quarterly Report filed on Form 10-Q with the Securities Exchange Commission and to an Executive Officer at the most recent address which the Corporation has on file for such Executive Officer.

4.2. Miscellaneous. No provision of this Policy may be amended, modified, waived or discharged unless such amendment, waiver, modification or discharge is approved by the Committee pursuant to a written resolution. In addition, any amendment or modification (a) that will be effective retroactively and (b) that will, or may, have a detrimental effect on an Executive Officer, must be agreed to in writing by such Executive Officer. The validity, interpretation, construction and performance of this Policy shall be governed by the laws of the State of Texas.

4.3. Validity. The invalidity or unenforceability of any provision of this Policy shall not affect the validity or enforceability of any other provision of this Policy, which shall remain in full force and effect.

4.4. Claims and Arbitration. Any dispute or controversy arising under or in connection with this Policy shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. Any such arbitration shall be held in Houston, Texas.

4.5 Long Term Incentive Awards. A grant agreement evidencing the grant of a long-term incentive award to an Executive Officer shall, if the Committee so determines, contain repayment provisions similar to those contained in this Policy.

EX-12.1

Exhibit 12.1

Marathon Oil Corporation

Computation of Ratio of Earnings to Fixed Charges

TOTAL ENTERPRISE BASIS - Unaudited

(In millions)	Year Ended December 31,
	2010		2009		2008		2007		2006
Portion of rentals representing interest	$	88	$	77	$	89	$	101	$	75
Capitalized interest, including discontinued operations		410		441		326		214		152
Other interest and fixed charges, including discontinued operations		105		160		153		135		147
Total fixed charges (A)	$	603	$	678	$	568	$	450	$	374
Earnings-pretax income with applicable adjustments (B)	$	5,512	$	3,816	$	7,145	$	6,761	$	8,717
Ratio of (B) to (A)		9.14		5.63		12.58		15.02		23.31

EX-21.1

Exhibit 21.1

Companies List- Name, Country & Region

		Company Name	Country	Country Region
	1	Alaska Transportation Service Company	United States	Delaware
*	2	Alba Associates LLC	Cayman Islands
	3	Alba Equatorial Guinea Partnership, L.P.	United States	Delaware
*	4	Alba Plant LLC	Cayman Islands
*	5	Albian Sands Energy Inc.	Canada	Alberta
*	6	Alvheim AS	Norway
	7	Amethyst Calypso Pipeline LLC	United States	Delaware
*	8	AMPCO Marketing, L.L.C.	United States	Michigan
*	9	AMPCO Services, L.L.C.	United States	Michigan
	10	Arctic Sun Shipping Company, Ltd.	United States	Delaware
*	11	Atlantic Methanol Associates LLC	Cayman Islands
*	12	Atlantic Methanol Production Company LLC	Cayman Islands
	13	Baja Holdings B.V.	Netherlands
	14	Baja Power Holdings B.V.	Netherlands
	15	Beluga Pipe Line Company	United States	Delaware
	16	Bonded Oil Company	United States	Delaware
	17	Brae Gas Marketing Company Limited	United Kingdom	England and Wales
	18	Catlettsburg Refining, LLC	United States	Delaware
*	19	Centennial Pipeline LLC	United States	Delaware
	20	CIGGS LLC	United States	Delaware
	21	Continental Divide LLC	United States	Delaware
	22	E.G. Global LNG Services, Ltd.	United States	Delaware
*	23	Eagle Sun Company Limited	Liberia
*	24	Equatorial Guinea LNG Company, S.A.	Equatorial Guinea
*	25	Equatorial Guinea LNG Holdings Limited	Bahamas
*	26	Equatorial Guinea LNG Operations, S.A.	Equatorial Guinea
*	27	Equatorial Guinea LNG Train 1, S.A.	Equatorial Guinea
*	28	Explorer Pipeline Company	United States	Delaware
	29	FWA Equipment & Mud Company, Inc.	United States	Delaware
	30	Glacier Drilling Company	United States	Delaware
	31	Globex Energy, Inc.	United States	Delaware
*	32	Gravcap, Inc.	United States	Delaware
*	33	Green Bay Terminal Corporation	United States	Wisconsin
*	34	GRT, Inc.	United States
	35	GTLI LLC	United States	Delaware
*	36	Guilford County Terminal Company, LLC	United States	North Carolina
*	37	In-Depth Systems, Inc.	United States	Texas
	38	Indonesia Kumawa Energy Limited	Cayman Islands
*	39	Johnston County Terminal, LLC	United States	Delaware
*	40	Kenai Kachemak Pipeline, LLC	United States	Alaska
*	41	Kenai LNG Corporation	United States	Delaware
	42	Kenai Nikiski Pipeline LLC	United States	Delaware
*	43	LOCAP LLC	United States	Delaware
*	44	LOOP LLC	United States	Delaware
	45	Mannheim Terminal and Warehousing Service Company	United States	Illinois
	46	Marathon Alaska Holding LLC	United States	Delaware
	47	Marathon Alaska Natural Gas Company	United States	Delaware
	48	Marathon Alaska Production LLC	United States	Delaware
	49	Marathon Alpha Holdings LLC	United States	Delaware
	50	Marathon Baja Limited	Cayman Islands
	51	Marathon Canada Holdings Limited	Canada	Nova Scotia
	52	Marathon Canada Marketing, Ltd.	United States	Delaware
	53	Marathon Canada Petroleum ULC	Canada	Nova Scotia
	54	Marathon Canadian Oil Sands Holding Limited	Canada	Alberta
	55	Marathon Carbon Management LLC	United States	Delaware
	56	Marathon Delta Holdings Limited	Cayman Islands
	57	Marathon Delta Investment Limited	Cayman Islands
	58	Marathon Domestic LLC	United States	Delaware
	59	Marathon Dutch Investment B.V.	Netherlands
	60	Marathon Dutch Investment Coöperatief U.A.	Netherlands
	61	Marathon Dutch Investment LLC	United States	Delaware

62	Marathon E.G. Alba Limited	Cayman Islands
63	Marathon E.G. Holding Limited	Cayman Islands
64	Marathon E.G. International Limited	Cayman Islands
65	Marathon E.G. LNG Holding Limited	Cayman Islands
66	Marathon E.G. LPG Limited	Cayman Islands
67	Marathon E.G. Methanol Limited	Cayman Islands
68	Marathon E.G. Offshore Limited	Cayman Islands
69	Marathon E.G. Petroleum Operations Limited	Cayman Islands
70	Marathon E.G. Production Limited	Cayman Islands
71	Marathon East Texas Holdings LLC	United States	Delaware
72	Marathon Exploration Tunisia, Ltd.	United States	Delaware
73	Marathon Financing Trust I	United States	Delaware
74	Marathon Financing Trust II	United States	Delaware
75	Marathon Global Services, Ltd.	United States	Delaware
76	Marathon Green B.V.	Netherlands
77	Marathon GTF Technology, Ltd.	United States	Delaware
78	Marathon Guaranty Corporation	United States	Delaware
79	Marathon Indonesia (Bone Bay) Limited	Cayman Islands
80	Marathon Indonesia (Kumawa) Limited	Cayman Islands
81	Marathon Indonesia Exploration Limited	Cayman Islands
82	Marathon Indonesia Holding Limited	Cayman Islands
83	Marathon Indonesia New Ventures Limited	Cayman Islands
84	Marathon International Oil Company	United States	Delaware
85	Marathon International Petroleum (G.B.) Limited	United Kingdom	England and Wales
86	Marathon International Petroleum Angola Block 31 Limited	Cayman Islands
87	Marathon International Petroleum Angola Block 32 Limited	Cayman Islands
88	Marathon International Petroleum Asia Pacific Limited	Cayman Islands
89	Marathon International Petroleum Blanco Limited	Cayman Islands
90	Marathon International Petroleum Canada, Ltd.	United States	Delaware
91	Marathon International Petroleum Holdings LLC	United States	Delaware
92	Marathon International Petroleum Indonesia Limited	Cayman Islands
93	Marathon International Petroleum Libya Limited	Cayman Islands
94	Marathon International Petroleum Morado Limited	Cayman Islands
95	Marathon International Petroleum Portfolio Coöperatief U.A.	Netherlands
96	Marathon International Petroleum Supply Company (G.B.) Limited	United Kingdom	England and Wales
97	Marathon International Petroleum Turquesa Limited	Cayman Islands
98	Marathon International Petroleum Ukraine Holding Limited	Cayman Islands
99	Marathon International Petroleum Ventures Limited	Cayman Islands
100	Marathon International Petroleum, Ltd.	United States	Delaware
101	Marathon International Services Limited	Cayman Islands
102	Marathon LNG Marketing LLC	United States	Delaware
103	Marathon Methanol Holding LLC	United States	Delaware
104	Marathon Nigerian Ventures LLC	United States	Delaware
105	Marathon Norway Investment Coöperatief U.A.	Netherlands
106	Marathon Norway Investment LLC	United States	Delaware
107	Marathon Offshore Alpha Limited	Cayman Islands
108	Marathon Offshore Beta Limited	Cayman Islands
109	Marathon Offshore Delta Limited	Cayman Islands
110	Marathon Offshore Epsilon Limited	Cayman Islands
111	Marathon Offshore Gamma Limited	Cayman Islands
112	Marathon Offshore Investment Limited	Cayman Islands
113	Marathon Offshore Libya Service Company, Ltd.	United States	Delaware
114	Marathon Offshore Pipeline LLC	United States	Delaware
115	Marathon Oil (East Texas) L.P.	United States	Texas
116	Marathon Oil (West Texas) L.P.	United States	Texas
117	Marathon Oil Canada Corporation	Canada	Alberta
118	Marathon Oil Company	United States	Ohio
119	Marathon Oil Company Foundation	United States	Texas
120	Marathon Oil Corporation	United States	Delaware
121	Marathon Oil Decommissioning Services, Ltd.	United States	Delaware
122	Marathon Oil Exploration (U.K.) Limited	United Kingdom	England and Wales
123	Marathon Oil Holdings (Barbados) Inc.	Barbados
124	Marathon Oil Libya Limited	Cayman Islands
125	Marathon Oil North Sea (G.B.) Limited	United Kingdom	England and Wales
126	Marathon Oil Poland - Area A Sp. z o.o.	Poland
127	Marathon Oil Poland - Area B Sp. z o.o.	Poland

128	Marathon Oil Poland - Area C Sp. z o.o.	Poland
129	Marathon Oil Poland - Area D Sp. z o.o.	Poland
130	Marathon Oil Poland - Area E Sp. z o.o.	Poland
131	Marathon Oil Poland - Area F Sp. z o.o.	Poland
132	Marathon Oil Poland - Area G Sp. z o.o.	Poland
133	Marathon Oil Poland - Area H Sp. z o.o.	Poland
134	Marathon Oil Poland - Area I Sp. z o.o.	Poland
135	Marathon Oil Poland - Area J Sp. z o.o.	Poland
136	Marathon Oil Sands (U.S.A.) Inc.	United States	Delaware
137	Marathon Oil U.K., Ltd.	United States	Delaware
138	Marathon Petroleum (Syria) B.V.	Netherlands
139	Marathon Petroleum (Syria) Ltd	Switzerland
140	Marathon Petroleum Amethyst Limited	Cayman Islands
141	Marathon Petroleum Angola Block 31 Limited	Cayman Islands
142	Marathon Petroleum Angola Block 32 Limited	Cayman Islands
143	Marathon Petroleum Cap Bon, Ltd.	United States	Delaware
144	Marathon Petroleum Company (Norway) LLC	United States	Delaware
145	Marathon Petroleum Company Canada, Ltd.	Canada	Alberta
146	Marathon Petroleum Company LP	United States	Delaware
147	Marathon Petroleum Corporation	United States	Delaware
148	Marathon Petroleum Dutch Holdings B.V.	Netherlands
149	Marathon Petroleum Dutch Holdings Coöperatief U.A.	Netherlands
150	Marathon Petroleum Dutch Investment C.V.	Netherlands
151	Marathon Petroleum Eastern, Ltd.	United States	Delaware
152	Marathon Petroleum Gabon LDC	Cayman Islands
153	Marathon Petroleum Gabon, Ltd.	United States	Delaware
154	Marathon Petroleum Garnet Limited	Cayman Islands
155	Marathon Petroleum Hibernia, Ltd.	United States	Delaware
156	Marathon Petroleum Holdings U.K. Limited	United Kingdom	England and Wales
157	Marathon Petroleum Investment LLC	United States	Delaware
158	Marathon Petroleum Ireland, Ltd.	United States	Delaware
159	Marathon Petroleum Jenein Limited	Cayman Islands
160	Marathon Petroleum Jupiter Limited	Cayman Islands
161	Marathon Petroleum KDV B.V.	Netherlands
162	Marathon Petroleum Lapis Limited	Cayman Islands
163	Marathon Petroleum Nigeria Limited	Nigeria
164	Marathon Petroleum Norge AS	Norway
165	Marathon Petroleum North Sea (G.B.) Limited	United Kingdom	England and Wales
166	Marathon Petroleum Norway Holdings C.V.	Netherlands
167	Marathon Petroleum Norway Investment LLC	United States	Delaware
168	Marathon Petroleum Poland Services Sp. z o.o.	Poland
169	Marathon Petroleum Preferred Funding, Ltd.	United States	Delaware
170	Marathon Petroleum Production Finance, Ltd.	United States	Delaware
171	Marathon Petroleum Qatar Limited	Cayman Islands
172	Marathon Petroleum Salmagundi, Ltd.	United States	Delaware
173	Marathon Petroleum Supply Company (U.S.) Limited	United Kingdom	England and Wales
174	Marathon Petroleum Supply LLC	United States	Delaware
175	Marathon Petroleum Swiss Holdings LLC	Switzerland
176	Marathon Petroleum Timor Gap East, Ltd.	United States	Delaware
177	Marathon Petroleum Timor Gap West, Ltd.	United States	Delaware
178	Marathon Petroleum Trading Canada LLC	United States	Delaware
179	Marathon Petroleum U.K., Ltd.	United States	Delaware
180	Marathon Petroleum Venus Limited	Cayman Islands
181	Marathon Petroleum West of Shetlands Limited	United Kingdom	England and Wales
182	Marathon Pipe Line Company	United States	Nevada
183	Marathon Pipe Line LLC	United States	Delaware
184	Marathon Portfolio International Limited	Cayman Islands
185	Marathon PrePaid Card LLC	United States	Ohio
186	Marathon Renewable Fuels Corp.	United States	Delaware
187	Marathon Renewable Fuels LLC	United States	Delaware
188	Marathon Renewable Supply LLC	United States	Delaware
189	Marathon Service (G.B.) Limited	United Kingdom	England and Wales
190	Marathon Service Company	United States	Delaware
191	Marathon US Holdings Inc.	United States	Delaware
192	Marathon West Texas Holdings LLC	United States	Delaware
193	Marathon Western Saudi Arabia Limited	Cayman Islands

*	194	Mascoma Corporation	United States	Delaware
	195	Mid-Valley Supply LLC	United States	Delaware
	196	Miltiades Limited	United Kingdom	England and Wales
	197	MOC Portfolio Delaware, Inc.	United States	Delaware
	198	MP Ukraine Holding Limited	Cyprus
	199	MPC Investment LLC	United States	Delaware
	200	MPL Investment LLC	United States	Delaware
*	201	Muskegon Pipeline LLC	United States	Delaware
	202	MWV Gas Gathering, Inc.	United States	Delaware
	203	Navatex Gathering LLC	United States	Delaware
	204	NEC Ethanol LLC	United States	Delaware
	205	Niles Properties LLC	United States	Delaware
*	208	Odyssey Pipeline L.L.C.	United States	Delaware
	209	Ohio River Pipe Line LLC	United States	Delaware
*	210	Oil Casualty Insurance, Ltd.	Bermuda
*	211	Oil Insurance Limited	Bermuda
	212	Old Main Assurance Ltd.	Bermuda
	213	Omni Logistics LLC	United States	Delaware
*	214	Palmyra Petroleum Company	Syrian Arab Republic
	215	Pan Ocean Energy Company	United States	Delaware
	216	Pennaco Energy, Inc.	United States	Delaware
	217	Pheidippides Finance B.V.	Netherlands
	218	Polar Eagle Shipping Company, Ltd.	United States	Delaware
*	219	Port Everglades Environmental Corp.	United States	Florida
*	220	Poseidon Oil Pipeline Company, L.L.C.	United States	Delaware
	221	Red Butte Pipe Line Company	United States	Delaware
*	222	Resource Environmental, L.L.C.	United States	Delaware
*	223	Scotford HMU Leasing Inc.	Canada	Alberta
	224	Seaborn Properties LLC	United States	Delaware
	225	Speedway Beverage LLC	United States	Delaware
	226	Speedway Petroleum Corporation	United States	Delaware
	227	Speedway Prepaid Card LLC	United States	Ohio
	228	Speedway SuperAmerica LLC	United States	Delaware
	229	Speedway.com LLC	United States	Delaware
	231	Starvin Marvin, Inc.	United States	Delaware
	232	SuperAmerica Beverage LLC	United States	Delaware
	233	SuperMom’s LLC	United States	Delaware
	234	Tarragon Resources (U.S.A.) Inc.	United States	Delaware
	235	Texas Oil & Gas Corp.	United States	Delaware
*	236	The Andersons Clymers Ethanol LLC	United States	Ohio
*	237	The Andersons Marathon Ethanol LLC	United States	Delaware
	238	Western Bluewater Resources (Trinidad) Limited	Trinidad and Tobago
*	239	WIP, LLC	United States	Indiana
*	240	Wolverine Pipe Line Company	United States	Delaware
	241	Yorktown Assurance Corporation	United States	Vermont

* Indicates a company that is not wholly owned directly or indirectly by Marathon Oil Corporation

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements listed below of Marathon Oil Corporation of our report dated February 25, 2011 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

On Form S-3ASR:		Relating to:
File No.	333-146772	Common Stock
	333-168171	Marathon Oil Corporation Debt Securities, Common Stock, Preferred Stock, Warrants and Stock Purchase Contracts/Units
	333-157824	Dividend Reinvestment and Direct Stock Purchase Plan
On Form S-8:		Relating to:
File No.	33-56828	Marathon Oil Company Thrift Plan
	333-29699	1990 Stock Plan
	333-29709	Marathon Oil Company Thrift Plan
	333-52751	1990 Stock Plan
	33-41864	1990 Stock Plan
	333-104910	Marathon Oil Corporation 2003 Incentive Compensation Plan
	333-143010	Marathon Oil Corporation 2007 Incentive Compensation Plan

/s/ PriceWaterhouseCoopers LLP

Houston, Texas

February 25, 2011

EX-23.2

EXHIBIT 23.2

[Letterhead of GLJ Petroleum Consultants LTD]

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

Re: Marathon Oil Corporation

We herby consent to the references in this Annual Report on Form 10-K of Marathon Oil Corporation (“the Company”), to our reserve reports relating to the estimated quantities of proved preserves of oil, gas and synthetic crude oil, net to the Company’s interest. We also consent to the incorporation by reference of such reports in the Registration Statements indicated below.

Form S-3ASR:	Relating to:
File No.	333-146772	Common Stock
	333-168171	Marathon Oil Corporation Debt Securities, Common Stock, Preferred Stock, Warrants and Stock Purchase Contracts/Units
	333-157824	Dividend Reinvestment and Direct Stock Purchase Plan
Form S-8:	Relating to:
File No.	33-56828	Marathon Oil Company Thrift Plan
	333-29699	1990 Stock Plan
	333-29709	Marathon Oil Company Thrift Plan
	333-52751	1990 Stock Plan
	33-41864	1990 Stock Plan
	333-104910	Marathon Oil Corporation 2003 Incentive Compensation Plan
	333-143010	Marathon Oil Corporation 2007 Incentive Compensation Plan

Yours very truly,

GLJ PETROLEUM CONSULTANTS LTD.

/s/ James H. Willmon,

James H. Willmon, P. Eng.

Vice-President

Dated: February 25, 2011

Calgary, Alberta

CANADA

4100, 400 - 3^rd Avenue S.W., Calgary, Alberta, Canada T2P 4H2 • (403) 266-9500 • Fax (403) 262-1855 • GLJPC.com

EX-23.3

EXHIBIT 23.3

[Letterhead of Ryder Scott Company, L.P.]

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We hereby consent to the references in this Annual Report on Form 10-K of Marathon Oil Corporation (“the Company”), to our summary reports on audits of the estimated quantities of certain proved preserves of oil and gas, net to the Company’s interest, and to such report being filed as an exhibit to this Form 10-K. We also consent to the incorporation by reference of such reports in the Registration Statements indicated below.

Form S-3ASR:	Relating to:
File No.	333-146772	Common Stock
	333-168171	Marathon Oil Corporation Debt Securities, Common Stock, Preferred Stock, Warrants and Stock Purchase Contracts/Units
	333-157824	Dividend Reinvestment and Direct Stock Purchase Plan
Form S-8:	Relating to:
File No.	33-56828	Marathon Oil Company Thrift Plan
	333-29699	1990 Stock Plan
	333-29709	Marathon Oil Company Thrift Plan
	333-52751	1990 Stock Plan
	33-41864	1990 Stock Plan
	333-104910	Marathon Oil Corporation 2003 Incentive Compensation Plan
	333-143010	Marathon Oil Corporation 2007 Incentive Compensation Plan

/s/ Ryder Scott Company, L.P.

RYDER SCOTT COMPANY, L.P.

TBPE Firm Registration No. F-1580

Houston, Texas

February 25, 2011

EX-23.4

EXHIBIT 23.4

[Letterhead of Netherland, Sewell & Associates, Inc.]

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We hereby consent to the references in this Annual Report on Form 10-K of Marathon Oil Corporation (“the Company”), to our summary report on the estimated quantities of certain proved reserves of oil and gas, net to the Company’s interest, as of December 31, 2008, and to such report being filed as an exhibit to this Form 10-K. We also consent to the incorporation by reference of such reports in the Registration Statements indicated below.

Form S-3ASR:	Relating to:
File No.	333-146772	Common Stock
	333-168171	Marathon Oil Corporation Debt Securities, Common Stock, Preferred Stock, Warrants and Stock Purchase Contracts/Units
	333-157824	Dividend Reinvestment and Direct Stock Purchase Plan
Form S-8:	Relating to:
File No.	33-56828	Marathon Oil Company Thrift Plan
	333-29699	1990 Stock Plan
	333-29709	Marathon Oil Company Thrift Plan
	333-52751	1990 Stock Plan
	33-41864	1990 Stock Plan
	333-104910	Marathon Oil Corporation 2003 Incentive Compensation Plan
	333-143010	Marathon Oil Corporation 2007 Incentive Compensation Plan

NETHERLAND, SEWELL & ASSOCIATES, INC.
By:	/s/ C.H. (Scott) Rees III
C.H. (Scott) Rees III, P.E.
Chairman and Chief Executive Officer

Dallas, Texas

February 25, 2011

EX-31.1

Exhibit 31.1

MARATHON OIL CORPORATION

CERTIFICATION PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Clarence P. Cazalot, Jr., certify that:

1. I have reviewed this report on Form 10-K of Marathon Oil Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2011	/s/ Clarence P. Cazalot, Jr.
	Clarence P. Cazalot, Jr.
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

MARATHON OIL CORPORATION

CERTIFICATION PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Janet F. Clark, certify that:

1. I have reviewed this report on Form 10-K of Marathon Oil Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2011	/s/ Janet F. Clark
	Janet F. Clark
	Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Marathon Oil Corporation (the “Company”) on Form 10-K for the period ending December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Clarence P. Cazalot, Jr., President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

February 25, 2011

/s/ Clarence P. Cazalot, Jr.

Clarence P. Cazalot, Jr.

President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Marathon Oil Corporation (the “Company”) on Form 10-K for the period ending December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Janet F. Clark, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

February 25, 2011

/s/ Janet F. Clark

Janet F. Clark

Executive Vice President and

Chief Financial Officer

EX-99.1

Exhibit 99.1

THIRD PARTY REPORT ON RESERVES

GLJ Petroleum Consultants - (Independent Qualified Reserves Evaluator)

This report is provided to satisfy the requirements contained in Item 1202(a)(8) of U.S. Securities and Exchange Commission Regulation S-K.

The numbering of items below corresponds to the requirements set out in Item 1202(a)(8) of Regulation S-K. Terms to which a meaning is ascribed in Regulation S-K and Regulation S-X have the same meaning in this report.

i. We have prepared an independent evaluation of the Canadian mineable oil sands reserves of Marathon Oil Corporation (the “Company”) for the management and the board of directors of the Company. The primary purpose of our evaluation report was to provide estimates of reserves information in support of the Company’s year-end reserves reporting requirements under US Securities Regulation S-K and for other internal business and financial needs of the Company.

ii. We have evaluated and reviewed certain reserves of the Company as at December 31, 2010. The completion (transmittal) date of our report is January 28, 2011.

iii. The following table sets forth the total proved net after royalty reserves under constant prices and costs covered by our report by geographic area, and the proportion of the Company covered.

	Oil and NGL			Natural Gas			Synthetic Crude Oil1			Oil Equivalent2
Location	MMbbl			Bcf			MMbbl			MMbbl
Canada								572			572
Total Company Reserves3		630			2,617			572			1,638
Portion of Total Covered		0	%		0	%		100	%		35	%
Notes 1) Total sales less blendstocks, after upgrading AOSP mined bitumen.
2) Oil equivalence factors: Crude Oil, NGL & SCO 1 bbl/bbl, Natural Gas 6 Mcf/bbl
3) Supplied by the company to derive portion of total covered by GLJ

The Company provided to us the total Company reported reserves to derive the portion of evaluated by GLJ. We express no opinion on this portion of the Company’s reserves that we did not evaluate.

iv. Our report covered 100% of the Company’s mineable, synthetic crude oil (SCO) reserves; our evaluation coverage from the perspective of the Company’s total reserves is provided above in item iii. We carried out our evaluation in accordance with standards set out in the Canadian Oil and Gas Evaluation Handbook (the “COGE Handbook”) with the necessary modifications to reflect definitions and standards under the U.S. Financial Accounting Standards Board policies (the “FASB Standards”) and the legal requirements under the U.S. Securities and Exchange Commission (“SEC requirements”).

The royalty obligations on the evaluated oil sands property, the Athabasca Oil Sands Project (AOSP), are determined upstream, on a bitumen royalty project basis. The Muskeg River Mine (MRM) royalties will be impacted by costs related to treating JPM bitumen froth. The JPM mine commenced producing in August 2010, however, the AOSP Expansion 1 froth treatment and upgrading facility were not operational as of year-end 2010. Only 32 percent of JPM was classified as developed in view of current capacity constraints, however, the economic evaluation recognized the desire to maximize bitumen production from JPM over MRM. The synthetic crude oil (SCO) reserves reflect both the upgrading yield on bitumen and product value differences between SCO and bitumen. As a consequence of differences in revenue, the net after royalty to gross before royalty ratio is lower for SCO than it is on bitumen. No reserves are attributed to internally produced products that are consumed as fuel.

The economic evaluation was prepared to reflect the net present value of Marathon Oil Canada Corporation (MOCC) before any incremental US taxes or overhead. Canadian income taxes were included, as well as MOCC supplied estimates of Calgary Office overhead and incremental abandonment and reclamation obligations (ARO) not reflected in the bitumen royalty project evaluation.

Data used in our evaluation were obtained from regulatory agencies, public sources and from Company personnel and Company files. In the preparation of our report we have accepted as presented, and have relied, without independent verification, upon a variety of information furnished by the Company such as interests and burdens, recent production, product transportation and marketing and sales agreements, historical revenue, capital costs, operating expense data, budget forecasts, capital cost estimates and well data for recently drilled wells. If in the course of our evaluation, the validity or sufficiency of any material information was brought into question, we did not rely on such information until such concerns were satisfactorily resolved.

The Company has warranted in a representation letter to us that, to the best of the Company’s knowledge and belief, all data furnished to us was accurate in all material respects, and no material data relevant to our evaluation was omitted.

A field examination of the evaluated property was not performed nor was it considered necessary for the purposes of our report.

In our opinion, estimates provided in our report have, in all material respects, been determined in accordance with the applicable industry standards, and results provided in our report and summarized herein are appropriate for inclusion in filings under Regulation S-K.

v. As required under SEC Regulation S-K, reserves are those quantities of oil and gas that are estimated to be economically producible under existing economic conditions. As specified, in determining economic production, constant product reference prices have been based on a 12-month average price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the effective date of our report. In our economic analysis, operating and capital costs are those costs estimated as applicable at the effective date of our report, with no future escalation. Where deemed appropriate, the capital costs and revised operating costs associated with the implementation of committed projects designed to modify specific field operations in the future may be included in economic projections.

vi. Our report has been prepared assuming the continuation existing regulatory and fiscal conditions subject to the guidance in the COGE Handbook and SEC regulations. Notwithstanding that the Company currently has regulatory approval to produce the reserves identified in our report, there is no assurance that changes in regulation will not occur; such changes, which cannot reliably be predicted, could impact the Company’s ability to recovery the estimated reserves.

vii. Oil and gas reserves estimates have an inherent degree of associated uncertainty the degree of which is affected by many factors. Reserves estimates will vary due to the limited and imprecise nature of data upon which the estimates of reserves are predicated. Moreover, the methods and data used in estimating reserves are often necessarily indirect or analogical in character rather than direct or deductive. Furthermore, the persons involved in the preparation of reserves estimates and associated information are required, in applying geosciences, engineering and evaluation principles, to make numerous unbiased judgments based upon their educational background, professional training, and professional experience. The extent and significance of the judgments to be made are, in themselves, sufficient to render reserves estimates inherently imprecise. Reserves estimates may change substantially as additional data becomes available and as economic conditions impacting oil and gas prices and costs change. Reserves estimates will also change over time due to other factors such as knowledge and technology, fiscal and economic conditions, and contractual, statutory and regulatory provisions.

viii. In our opinion, the reserves information evaluated by us have, in all material respects, been determined in accordance with all appropriate industry standards, methods and procedures applicable for the filing of reserves information under U.S. SEC Regulation S-K.

ix. A summary of the Company reserves evaluated by us was provided for item iii. 433 MMbbl, or 76 percent, of the reserves evaluated by us is developed.

GLJ Petroleum Consultants Ltd.
Calgary, Alberta, Canada
January 28, 2011
/s/ James H. Willmon,	Vice President
James H. Willmon, P. Eng.