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Marathon Oil Company

Plan Rating

Overview Financials Service Providers Investments Insurance Information

FORM 5500 DATA

Marathon Oil Company Thrift Plan

Plan Rating

Overview Financials Service Providers Investments Insurance Information

Overview

Plan Information

Plan Year01/01/2013 — 12/31/2013
Date of Plan11/01/1953
Net Assets as of 12/31/2013 $1,229,535,758
Plan Number3
Plan Type Single Employer
Is the plan collectively bargained?Yes
Did the plan file for an extension of time or the DFVC Program?Yes
Report Description This is an amended report.
Plan Funding Arrangement Trust
Plan Benefit Arrangement Trust

Participant Information as of 12/31/2013

Active (Eligible) Participants2,335
Retired or separated participants receiving benefits400
Other retired or separated participants entitled to future benefits1,196
Subtotal3,931
Deceased participants whose beneficiaries are receiving or are entitled to receive benefits76
Total4,007
Total number of participants as of 01/01/20134,129
Number of participants with account balances3,838
Number of participants that terminated employment during the plan year with accrued benefits that were less than 100% vested56

Expenses

Total Benefit Payments$0
Corrective Distributions$0
Administrative Service Providers$0
Other Expenses$0
Total Expenses$0
Total Transfers$0

Plan Administrator Information

Administrator NameDeanna L Jones
Address5555 San Felipe Road
CityHouston
StateTX
Zip77056-2723
Telephone(713) 629-6600
Administrator EIN47-1302783

Audit Information

Audit StatusAudited
AuditorMcconnell & Jones LLP
Auditor EIN76-0488832
Audit OpinionUnqualified
Audit Type Full Audit

Benefits Provided Under the Plan

Code	Benefit	Description
2E	Profit-sharing	A defined contribution plan that allows employer discretionary contributions. These plans often contain a 401(k) feature.
2F	ERISA section 404(c) Plan	This plan, or any part of it is intended to meet the conditions of 29 CFR 2550.404c-1.
2G	Total participant-directed account plan	Participants have the opportunity to direct the investment of all the assets allocated to their individual accounts, regardless of whether 29 CFR 2550.404c-1 is intended to be met.
2J	Code section 401(k) feature	A cash or deferred arrangement described in Code section 401(k) that is part of a qualified defined contribution plan that provides for an election by employees to defer part of their compensation or receive these amounts in cash.
2K	Code section 401(m) arrangement	Employee contributions are allocated to separate accounts under the plan or employer contributions are based, in whole or in part, on employee deferrals or contributions to the plan. Not applicable if plan is 401(k) plan with only QNECs and/or QMACs. Also not applicable if Code section 403(b)(1), 403(b)(7) or 408 arrangements/accounts/annuities.
2R	Brokerage Window	Participant-directed brokerage accounts provided as an investment option under the plan.
3F	Leased Employees	Plan sponsor(s) received services of leased employees, as defined in Code section 414(n), during the plan year.
3H	Controlled Group	Plan sponsor(s) is (are) a member(s) of a controlled group (Code sections 414(b), (c), or (m)).

Questions and Answers

Question	Answer	Amount
During the plan year did the employer fail to transmit to the plan any participant contributions within the time period described in 29 CFT 2510.3-102?	No
Were any loans by the plan or fixed income obligations due the plan in default as of the close of plan year or classified during the year as uncollectible? Disregard participant loans secured by participant's account balance.	No
Were any leases to which the plan was a party in default or classified during the year as uncollectible?	No
Were there any nonexempt transactions with any party-in-interest?	No
Was this plan covered by a fidelity bond?	Yes	$5,000,000
Did the plan have a loss, whether or not reimbursed by the plan's fidelity bond, that was caused by fraud or dishonesty?	No
Did the plan hold any assets whose current value was neither readily determinable on an established market nor set by an independent third party appraiser?	No
Did the plan receive any noncash contributions whose value was neither readily determinable on an established market nor set by an independent third party appraiser?	No
Did the plan have assets held for investment?	Yes
Were any plan transactions or series of transactions in excess of 5% of the current value of plan assets?	No
Were all the plan assets either distributed to participants or beneficiaries, transferred to another plan, or brought under the control of the PBGC?	No
Has the plan failed to provide any benefit when due under the plan?	No
If this is an individual account plan, was there a blackout period?	No
If there was a blackout period, have you either provided the required notice or one of the exceptions to providing the notice applied under 29 CFR 2520.101-3?	No

Financials

Income and Expense Statement

Income

$244,188,902

Contributions

$103,620,326

Cash Contributions

$103,620,326

	Cash from Employers	$21,927,372
	Cash from Participants	$37,581,443
	Others (including rollovers)	$44,111,511

Noncash Contributions

Total Earnings on Investments

$140,568,576

Total Interest

$7,337,552

	Interest-Bearing Cash	$7,058,677
	U.S. Government Securities	$0
	Corporate Debt Instruments	$0
	Loans (other than to participants)	$0
	Participant Loans	$278,875
	Interest from Other Investments	$0

Total Dividends

$21,907,443

	Preferred Stock	$0
	Common Stock	$1,669,426

Rents

Net gain (loss) on sale of assets

	Aggregate Proceeds	$0
	Aggregate Carrying Amount	$0

Total Unrealized Appreciation (depreciation) of assets

$21,573,074

	Real Estate	$0
	Other	$21,573,074

Net investment gain (loss) from common/collective trusts

$16,122,996

Net investment gain (loss) from pooled separate accounts

Net investment gain (loss) from master trust investment accounts

Net investment gain (loss) from 103-12 investment entities

Net investment gain (loss) from registered investment companies

$73,627,511

Other Income

Expenses

$182,821,522

Total Benefit Payments

$182,320,281

	Directly to participants or beneficiaries, including direct rollovers	$182,320,281
	To insurance carriers for the provision of benefits	$0
	Other Benefit Payment Fees	$0

Corrective Distributions

Certain deemed distributions of participant loans

Interest expense

Total Administrative Expenses

$501,241

	Professional Fees	$0
	Contract Administrator Fees	$0
	Investment Advisory and management fees	$450,741
	Other Administrative Fees	$50,500

Net Income

$61,367,380

	Transfers of Assets to this Plan	$0
	Transfers of Assets from this Plan	$0

Asset and Liability Statement

12/31/2013

12/31/2012

Change YOY

Total Assets

$1,229,535,758

$1,168,168,378

5.25%

Total noninterest-bearing cash

0.0%

Receivables

$259,377

$953,490

-72.80%

Employer Contributions	$0	$0	0.0%
Participant Contributions	$0	$0	0.0%
Other Contributions	$259,377	$953,490	-72.80%

General Investments

$26,705,500

$28,897,583

-7.59%

Interest-bearing cash

$26,705,500

$28,897,583

-7.59%

U.S. Government Securities

0.0%

Corporate Debt Instruments

0.0%

	Preferred		$0	$0	0.0%
	All Other		$0	$0	0.0%

Corporate Stocks

0.0%

	Preferred		$0	$0	0.0%
	Common		$0	$0	0.0%

Partnership/joint venture interests

0.0%

Real estate (other than employer real property)

0.0%

Loans (other than to participants)

0.0%

Participants Loans

$8,036,763

$8,570,901

-6.23%

Value of interest in common/collective trusts

$174,989,221

$134,481,995

30.12%

Value of interest in pooled separate accounts

0.0%

Value of interest in master trust investment accounts

0.0%

Value of interest in 103-12 investment entities

0.0%

Value of interest in registered investment companies

$527,984,466

$424,959,263

24.24%

Value of funds held in insurance co. general account

0.0%

Other Investments

$418,945,332

$445,398,122

-5.94%

Employer-related Investments

$72,615,099

$124,907,024

-41.86%

	Employer Securities		$72,615,099	$124,907,024	-41.86%
	Employer Real Property		$0	$0	0.0%

Buildings and other property used in plan operation

0.0%

Total Liabilities

0.0%

Benefit Claims Payable (1)	$0	$0	0.0%
Operating Payables (1)	$0	$0	0.0%
Acquisition Indebtedness (1)	$0	$0	0.0%
Other liabilities (1)	$0	$0	0.0%

Net Assets

$1,229,535,758

$1,168,168,378

5.25%

Service Providers

Persons Receiving Only Eligible Indirect Compensation

Boston Financial Data Service Inc
Columbia Management
Dimension Fund Advisors
Dodge and Cox
Kalmar Investments
Morgan Stanley
Pimco
Vanguard
Wells Fargo

Other Service Providers Receiving Direct or Indirect Compensation

Name	Nature of Service	Relationship to Plan Sponsor	Direct Compensation Paid by Plan	Indirect Compensation Paid by Plan	Total Compensation
Financial Engines	Investment advisory (plan), Direct payment from the plan	NONE	$450,741	$0	$450,741
Financial Engines	Other services, Direct payment from the plan	NONE	$50,500	$0	$50,500
Fidelity Investments Institutional	Recordkeeping and information management (computing, tabulating, data processing, etc.), Direct payment from the plan, Sub-transfer agency fees, Float revenue, Recordkeeping fees, Account maintenance fees, Securities brokerage commissions and fees	NONE	$0	$0	$0
Total			$501,241	$0	$501,241

Indirect Compensation

Name	Source of Indirect Compensation*	Nature of Service	Description of Indirect Compensation	Indirect Compensation Paid by Plan
Fidelity Investments Institutional	Bny Mellon Inv Servicing Inc.	Sub-transfer agency fees	0.40	$0
Fidelity Investments Institutional	Boston Financial Data Services, Inc	Sub-transfer agency fees	0.15	$0
Fidelity Investments Institutional	Boston Financial Data Services, Inc	Sub-transfer agency fees	0.23	$0
*As outlined by the Form 5500 Instructions for service providers with indirect compensation.

Service Providers Who Fail or Refuse to Provide Information

There are no service providers who failed or refused to provide information.

Termination Information on Accountants and Enrolled Actuaries

There is no termination information for this plan.

Investments

Name of Investment	Investment Manager	Type of Investment	Dollar Value
Pyramis Core Lifecycle 2020	Pyramis Global Advisors Trust Company	DFE: Common/Collective Trust	$38,319,190
Pyramis Core Lifecycle 2025	Pyramis Global Advisors Trust Company	DFE: Common/Collective Trust	$36,936,650
Pyramis Core Lifecycle 2015	Pyramis Global Advisors Trust Company	DFE: Common/Collective Trust	$24,743,018
Pyramis Core Lifecycle 2030	Pyramis Global Advisors Trust Company	DFE: Common/Collective Trust	$20,621,587
Pyramis Core Lifecycle 2035	Pyramis Global Advisors Trust Company	DFE: Common/Collective Trust	$12,213,470
Pyramis Core Lifecycle 2040	Pyramis Global Advisors Trust Company	DFE: Common/Collective Trust	$10,492,787
Pyramis Core Lifecycle 2000	Pyramis Global Advisors Trust Company	DFE: Common/Collective Trust	$8,724,714
Pyramis Core Lifecycle 2045	Pyramis Global Advisors Trust Company	DFE: Common/Collective Trust	$6,940,258
Pyramis Core Lifecycle 2010	Pyramis Global Advisors Trust Company	DFE: Common/Collective Trust	$6,747,698
Pyramis Core Lifecycle 2050	Pyramis Global Advisors Trust Company	DFE: Common/Collective Trust	$4,895,967
Pyramis Core Lifecycle 2005	Pyramis Global Advisors Trust Company	DFE: Common/Collective Trust	$3,005,837
Pyramis Core Lifecycle 2055	Pyramis Global Advisors Trust Company	DFE: Common/Collective Trust	$1,348,045
Total			$174,989,221

Insurance Information

There are no insurance carriers listed for this plan.