Marathon Oil (MRO)

Other

Marathon resolved the enforcement action brought by the Minnesota Pollution Control Agency (“MPCA”) in 2007 regarding a release of catalyst from the fluid catalytic cracking unit at the St. Paul Park, Minnesota, refinery for a civil penalty of $60,000.

The United States Occupational, Safety, and Health Administration (“OSHA”) has announced a National Emphasis Program (“NEP”) where it plans to inspect most of the domestic oil refinery locations in 2007 and 2008.  The inspections will focus on compliance with the OSHA Process Safety Management requirements.  OSHA conducted an inspection at our Canton, Ohio, refinery in the second and third quarters of 2007.  We expect some resulting enforcement action in the fourth quarter of 2007.  The related monetary penalties are not expected to be a significant amount.

Item 8.01 Other Items

        As previously reported on April 25, 2007, Marathon Oil Corporation's Board of Directors declared a two-for-one split of Marathon's common stock. The stock split was effected in the form of a stock dividend distributed on June 18, 2007 to stockholders of record at the close of business on May 23, 2007. Stockholders received one additional share of Marathon Oil Corporation common stock for each share of common stock held as of the close of business on the record date. In addition, shares of common stock issued or issuable for stock-based awards under Marathon's incentive compensation plans were proportionately increased in accordance with the terms of the plans.

        As an aid to investors, Marathon determined to republish each of the following on September 7, 2007, in each case to provide retroactive adjustments to reflect the stock split for all periods presented: (1) the consolidated financial statements which were included in Marathon's annual report on Form 10-K for the year ended December 31, 2006 (the "2006 Form 10-K"); (2) the "Selected Financial Data" included in the 2006 Form 10-K; (3) the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the 2006 Form 10-K; (4) the disclosures under the caption "Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities" in the 2006 Form 10-K, (5) the consolidated financial statements which were included in Marathon's quarterly report on Form 10-Q for the quarter ended March 31, 2007 (the "First Quarter Form 10-Q"); (6) the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the First Quarter Form 10-Q; and (7) the disclosures under the caption "Unregistered Sales of Equity Securities and Use of Proceeds" in the First Quarter Form 10-Q. The republished information is included as Exhibits 99.1 through 99.7 to this report, each of which is incorporated by reference into this Item 8.01. Except for providing revised share and per share disclosures, this report does not update the 2006 Form 10-K or the first quarter Form 10-Q or changes since their respective filing dates (e.g., new accounting pronouncements and developments in legal proceedings). Accordingly, this report should be read in conjunction with the 2006 Form 10-K and the First Quarter Form 10-Q and Marathon's subsequently filed quarterly report on Form 10-Q for the period ended June 30, 2007.

Other

        The Energy Policy Act of 2005 established a Renewable Fuel Standard ("RFS") providing that all gasoline sold in the United States contain a minimum of 4.0 billion gallons of renewable fuel in 2006. The RFS increases gradually each year until 2012, when the RFS will be 7.5 billion gallons of renewable fuel. The U.S. Environmental Protection Agency ("EPA") has published a proposed rule to implement the RFS, and we anticipate that a final rule will be published in mid-2007. Federal legislation may be proposed in 2007 which may require even greater quantities of renewable fuels. Marathon intends to comply with all regulations that are adopted.

Integrated Gas

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

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