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MRO » Topics » CERTIFICATION PURSUANT TO SECTION 302 OF

These excerpts taken from the MRO 10-K filed Feb 27, 2009.

CERTIFICATION PURSUANT TO SECTION 302 OF

STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center">THE SARBANES-OXLEY ACT OF 2002

I, Clarence P.
Cazalot, Jr., President and Chief Executive Officer, 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;
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (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;
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (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
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 





(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 27, 2009

 














/s/ Clarence P. Cazalot, Jr.
Clarence P. Cazalot, Jr.
President and Chief Executive Officer





EX-31.2
16
dex312.htm
CERTIFICATION OF CFO (302)


Certification of CFO (302)




Exhibit 31.2

FACE="Times New Roman" SIZE="2">MARATHON OIL CORPORATION

CERTIFICATION PURSUANT TO SECTION 302 OF

STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center">THE SARBANES-OXLEY ACT OF 2002

I, Janet F. Clark,
Executive Vice President and Chief Financial Officer, 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;
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (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;
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (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
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 





(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 27, 2009

 
















/s/ Janet F. Clark
Janet F. Clark
Executive Vice President and
Chief Financial Officer





EX-32.1
17
dex321.htm
CERTIFICATION OF CEO (906)


Certification of CEO (906)




Exhibit 32.1

FACE="Times New Roman" SIZE="2">CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

ALIGN="center">AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

STYLE="margin-top:12px;margin-bottom:0px">In connection with the Annual Report of Marathon Oil Corporation (the “Company”) on Form 10-K for the period ending December 31, 2008 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
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 
















February 27, 2009
/s/ Clarence P. Cazalot, Jr.
Clarence P. Cazalot, Jr.
President and Chief Executive Officer





EX-32.2
18
dex322.htm
CERTIFICATION OF CFO (906)


Certification of CFO (906)




Exhibit 32.2

FACE="Times New Roman" SIZE="2">CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

ALIGN="center">AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

STYLE="margin-top:12px;margin-bottom:0px">In connection with the Annual Report of Marathon Oil Corporation (the “Company”) on Form 10-K for the period ending December 31, 2008 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
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 


















February 27, 2009
/s/ Janet F. Clark
Janet F. Clark
Executive Vice President and
Chief Financial Officer


This excerpt taken from the MRO 10-K filed Feb 29, 2008.

CERTIFICATION PURSUANT TO SECTION 302 OF

STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center">THE SARBANES-OXLEY ACT OF 2002

I, Janet F. Clark,
Executive Vice President and Chief Financial Officer, 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;
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (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;
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (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
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 





(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 28, 2008










/s/ Janet F. Clark

Janet F. Clark

Executive Vice President
and

Chief Financial Officer






EX-32.1
10
dex321.htm
CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER (906)


Certification of President and Chief Executive Officer (906)




EXCERPTS ON THIS PAGE:

10-K (2 sections)
Feb 27, 2009
10-K
Feb 29, 2008

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