Marathon Oil (MRO)

Other Information

In addition to net income determined in accordance with generally accepted accounting principles (GAAP), Marathon has provided supplementally “net income adjusted for special items,” a non-GAAP financial measure which facilitates comparisons to earnings forecasts prepared by stock analysts and other third parties. Such forecasts generally exclude the effects of items that are difficult to predict or to measure in advance and are not directly related to Marathon's ongoing operations. A reconciliation between GAAP net income and “net income adjusted for special items” is provided in a table on slide 3. “Net income adjusted for special items” should not be considered a substitute for net income as reported in accordance with GAAP.

Item 9B. Other Information

Disclosure of Previously Unreported Form 8-K Events

        The following disclosures would otherwise have been filed on Form 8-K under the heading "Item 1.01. Entry into a Material Definitive Agreement."

        Attached hereto as Exhibit 10.28 and incorporated herein by reference, Marathon is reporting a summary of non-employee director compensation effective January 1, 2005. In 2004, the Corporate Governance and Nominating Committee commissioned an independent compensation consulting firm to conduct a review of director compensation. Based on the results of this review and at its meeting on September 30, 2004, the Board of Directors approved a $20,000 increase to the annual non-retainer common stock unit award effective in 2005.

        Attached hereto as Exhibit 10.29 and incorporated herein by reference, Marathon is reporting a summary of named executive officer compensation and 2005 annual bonus performance criteria. At its meeting on February 22, 2005, the Compensation Committee approved cash bonus payments for 2004 in accordance with the performance-based bonus program established during the first quarter of 2004 under our stockholder-approved 2003 Incentive Compensation Plan. The Committee also approved base salaries effective April 1, 2005 and the performance criteria for the officers' 2005 annual bonus program under the 2003 Incentive Compensation Plan.

PART III