Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):		March 1, 2018

Marathon Oil Corporation

__________________________________________

(Exact name of registrant as specified in its charter)

Delaware	1-5153			25-0996816
_____________________  (State or other jurisdiction	_____________  (Commission			______________  (I.R.S. Employer
of incorporation)	File Number)			Identification No.)
5555 San Felipe Street, Houston, Texas				77056
_________________________________  (Address of principal executive offices)				___________  (Zip Code)
Registrant's telephone number, including area code:			[phone]

Not Applicable

_____________________________________________

Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

	Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

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Item 2.01 Completion of Acquisition or Disposition of Assets.

On March 1, 2018, Marathon Oil Corporation completed the sale of its subsidiary, Marathon Oil Libya Limited, which holds the Company’s 16.33 percent non-operated interest in the Waha concessions in Libya, to a subsidiary of Total S.A. (Elf Aquitaine SAS) for cash consideration of $450 million . The effective date of the transaction is January 1, 2018.

Item 9.01 Financial Statements and Exhibits .

 (b)   Pro Forma Information

The unaudited pro forma consolidated balance sheet of Marathon Oil Corporation as of December 31, 2017, and the unaudited pro forma consolidated statement of income of Marathon Oil Corporation for the year ended December 31, 2017 are included as Exhibit 99.1 to this report and are incorporated into this Item 9.01 by reference.

(d) Exhibits:

Number			Exhibit
99.1			Unaudited Pro Forma Consolidated Financial Statements of Marathon Oil Corporation

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:  March 7, 2018			MARATHON OIL CORPORATION
		By:	/s/ Gary E. Wilson
			Name: Gary E. Wilson
			Title: Vice President, Controller and Chief Accounting Officer

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EXHIBIT INDEX

 

Number			Exhibit
99.1			Unaudited Pro Forma Consolidated Financial Statements of Marathon Oil Corporation