Form SD - Specialized disclosure report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM SD

SPECIALIZED DISCLOSURE REPORT

Marathon Oil Corporation

__________________________________________

(Exact name of registrant as specified in its charter)

Delaware

1-5153

25-0996816

_____________________________________________  (State or other jurisdiction

__________________________________  (Commission File

__________________________________  (I.R.S. Employer

of incorporation or organization)

Number)

Identification No.)

990 Town and Country Boulevard,

Houston,

Texas

77024-2217

____________________________________________________________  (Address of principal executive offices)

___________________________________________  (Zip Code)

Kimberly O. Warnica Executive Vice President, General Counsel and Secretary [phone]

(Name and telephone number, including area code, of the person to contact in connection with this report)

Check the appropriate box to indicate the rule pursuant to which this Form is being submitted, and provide the period to which the information in this Form applies:
o Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, ______.
þ Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal year ended December 31, 2023.

---

Section 2 - Disclosure of Payments by Resource Extraction Issuers

Item 2.01. Resource Extraction Issuer Disclosure Report

The payment disclosure required by this form is included as Exhibit 2.01 to this Form SD.

Section 3 - Exhibits

Item 3.01 Exhibits

2.01						Resource Extraction Payment Report as required by Item 2.01 of this Form.

---

SIGNATURES

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.

Marathon Oil Corporation

By:

/s/ Zach B. Dailey

September 19, 2024

Name: Zach B. Dailey

Title: Vice President, Controller and Chief Accounting Officer

Exhibit 2.01

Resource Extraction Payment Report

Marathon Oil Corporation

For the Period January 1, 2023 to December 31, 2023

Government-Level Disclosure

Currency: United States Dollar

(In Millions)
Country			Department / Agency			Taxes (a)			Royalties			Fees			Production entitlements (b)			Bonuses (c)			Dividends			Payments for infrastructure improvements			CSR payments required by law or contract (d)			Total
United States			Office of Natural Resources Revenue			—			79.6			0.2			—			—			—			—			—			79.8
			US Treasury			0.8			—			—			—			—			—			—			—			0.8
Total United States						0.8			79.6			0.2			—			—			—			—			—			80.6
Equatorial Guinea (e)			EG Ministry of Mines & Hydrocarbons			—			—			—			—			—			—			—			1.1			1.1
			GEPetrol (f)			—			—			—			47.9			—			—			—			—			47.9
			EG Federal Government			—			—			—			—			—			—			—			3.6			3.6
			Tesoreria y Patrimonio del Estado			92.4			3.9			—			—			0.3			—			—			—			96.6
Total Equatorial Guinea						92.4			3.9			—			47.9			0.3			—			—			4.7			149.2
Total						93.2			83.5			0.2			47.9			0.3			—			—			4.7			229.8

(a)Taxes paid in Equatorial Guinea (EG) consist of corporate income taxes on our investments in the country. A portion of our EG tax payments are made in Central African CFA Francs (XAF) and converted into USD at the exchange rate existing at the time the payment is made.

(b)Production entitlements attributable to the EG Government are reported as in-kind payments of salable hydrocarbons where we are the operator. Under certain of our contracts, production is shared between the parties, including State entities. Each party may decide to take custody and sell their entitled production on their own account. Production entitlement volumes are reported when the EG Government takes possession of their share from our operated areas. The value of these payments is calculated on a monthly basis, at fair market value, multiplied by the volumes conveyed to the EG Government during the month.

(c)Bonus payments are made to the EG Government when certain contract milestones are achieved. These payments were made in XAF and converted into USD at the exchange rate existing at the time the payment is made.

(d)Community and social responsibility (“CSR”) payments are made in-kind and reported at actual cost. The CSR payments primarily consist of spending on projects directed towards improving public health and quality of life in EG. The largest such project is an award-winning, public-private partnership focused on malaria prevention and treatment.

(e)As disclosed in our 2023 Annual Report on Form 10-K, we have investments in EG in three equity method investees: EG LNG, Alba Plant LLC and AMPCO. In accordance with Rule 13q-1 under the Securities Exchange Act, payments made to the government of Equatorial Guinea (EG) by these equity method investments are not included in this report.

(f)GEPetrol, or Compañía Nacional de Petróleos de Guinea Ecuatorial, is the national oil company of Equatorial Guinea.

---

Marathon Oil Corporation

For the Period January 1, 2023 to December 31, 2023

Project-Level Disclosure

Currency: United States Dollar

Oil and Natural Gas Extracted Using a Well
(In Millions)
Country			Segment (a)			Major subnational political jurisdiction (State or Province)			Project Name			Taxes (b)			Royalties			Fees			Production entitlements (c)			Bonuses (d)			Dividends			Payments for infrastructure improvements			CSR payments required by law or contract (e)			Total
United States			U.S.			North Dakota			North Dakota - Onshore			—			19.7			0.2			—			—			—			—			—			19.9
						New Mexico			New Mexico - Onshore			—			59.9			—			—			—			—			—			—			59.9
						United States			Entity Level (f)			0.8			—			—			—			—			—			—			—			0.8
Total United States												0.8			79.6			0.2			—			—			—			—			—			80.6
Equatorial Guinea (g)			Int’l			Bioko Norte			Gulf of Guinea - Offshore			92.4			3.9			—			47.9			0.3			—			—			4.7			149.2
Total Equatorial Guinea												92.4			3.9			—			47.9			0.3			—			—			4.7			149.2
Total												93.2			83.5			0.2			47.9			0.3			—			—			4.7			229.8

(a)Segment reported herein is consistent with the reportable segments used for financial reporting purposes in our 2023 Annual Report on Form 10-K.

(b)Taxes paid in Equatorial Guinea (EG) consist of corporate income taxes on our investments in the country. A portion of our EG tax payments are made in Central African CFA Francs (XAF) and converted into USD at the exchange rate existing at the time the payment is made.

(c)Production entitlements attributable to the EG Government are reported as in-kind payments of salable hydrocarbons where we are the operator. Under certain of our contracts, production is shared between the parties, including State entities. Each party may decide to take custody and sell their entitled production on their own account. Production entitlement volumes are reported when the EG Government takes possession of their share from our operated areas. The value of these payments is calculated on a monthly basis, at fair market value, multiplied by the volumes conveyed to the EG Government during the month.

(d)Bonus payments are made to the EG Government when certain contract milestones are achieved. These payments were made in XAF and converted into USD at the exchange rate existing at the time the payment is made.

(e)Community and social responsibility (“CSR”) payments are made in-kind and reported at actual cost. The CSR payments primarily consist of spending on projects directed towards improving public health and quality of life in EG. The largest such project is an award-winning, public-private partnership focused on malaria prevention and treatment.

(f)Payments made to the US Federal Government to satisfy corporate income tax requirements are levied at the entity level and not assigned to a particular project.

(g)As disclosed in our 2023 Annual Report on Form 10-K, we have investments in EG in three equity method investees: EG LNG, Alba Plant LLC and AMPCO. In accordance with Rule 13q-1 under the Securities Exchange Act, payments made to the government of Equatorial Guinea (EG) by these equity method investments are not included in this report.

Document Information	12 Months Ended
	Dec. 31, 2023
Document Information:
Document Type	2.01 SD
Amendment	false
CIK	0000101778
Registrant Name	Marathon Oil Corporation
Period End Date	Dec. 31, 2023
Reporting Currency	USD

Payments, by Category - USD ($) $ in Millions	Taxes		Royalties	Fees	Prod. Entitlements		Bonuses		Comm. Social Resp.		Total Payments
Total	$ 93.2	[1]	$ 83.5	$ 0.2	$ 47.9	[2]	$ 0.3	[3]	$ 4.7	[4]	$ 229.8
[1] Taxes paid in Equatorial Guinea (EG) consist of corporate income taxes on our investments in the country. A portion of our EG tax payments are made in Central African CFA Francs (XAF) and converted into USD at the exchange rate existing at the time the payment is made. [2] Production entitlements attributable to the EG Government are reported as in-kind payments of salable hydrocarbons where we are the operator. Under certain of our contracts, production is shared between the parties, including State entities. Each party may decide to take custody and sell their entitled production on their own account. Production entitlement volumes are reported when the EG Government takes possession of their share from our operated areas. The value of these payments is calculated on a monthly basis, at fair market value, multiplied by the volumes conveyed to the EG Government during the month. [3] Bonus payments are made to the EG Government when certain contract milestones are achieved. These payments were made in XAF and converted into USD at the exchange rate existing at the time the payment is made. [4] Community and social responsibility (“CSR”) payments are made in-kind and reported at actual cost. The CSR payments primarily consist of spending on projects directed towards improving public health and quality of life in EG. The largest such project is an award-winning, public-private partnership focused on malaria prevention and treatment.

Payments, by Project - 12 months ended Dec. 31, 2023 - USD ($) $ in Millions		Taxes	[1]	Royalties	Fees	Prod. Entitlements	[2]	Bonuses	[3]	Comm. Social Resp.	[4]	Total Payments
Total		$ 93.2		$ 83.5	$ 0.2	$ 47.9		$ 0.3		$ 4.7		$ 229.8
North Dakota - Onshore [Member]
Total				19.7	$ 0.2							19.9
New Mexico - Onshore [Member]
Total				59.9								59.9
Entity Level [Member]
Total	[5]	0.8										0.8
Gulf of Guinea - Offshore [Member]
Total	[6]	$ 92.4		$ 3.9		$ 47.9		$ 0.3		$ 4.7		$ 149.2
[1] Taxes paid in Equatorial Guinea (EG) consist of corporate income taxes on our investments in the country. A portion of our EG tax payments are made in Central African CFA Francs (XAF) and converted into USD at the exchange rate existing at the time the payment is made. [2] Production entitlements attributable to the EG Government are reported as in-kind payments of salable hydrocarbons where we are the operator. Under certain of our contracts, production is shared between the parties, including State entities. Each party may decide to take custody and sell their entitled production on their own account. Production entitlement volumes are reported when the EG Government takes possession of their share from our operated areas. The value of these payments is calculated on a monthly basis, at fair market value, multiplied by the volumes conveyed to the EG Government during the month. [3] Bonus payments are made to the EG Government when certain contract milestones are achieved. These payments were made in XAF and converted into USD at the exchange rate existing at the time the payment is made. [4] Community and social responsibility (“CSR”) payments are made in-kind and reported at actual cost. The CSR payments primarily consist of spending on projects directed towards improving public health and quality of life in EG. The largest such project is an award-winning, public-private partnership focused on malaria prevention and treatment. [5] Payments made to the US Federal Government to satisfy corporate income tax requirements are levied at the entity level and not assigned to a particular project. [6] As disclosed in our 2023 Annual Report on Form 10-K, we have investments in EG in three equity method investees: EG LNG, Alba Plant LLC and AMPCO. In accordance with Rule 13q-1 under the Securities Exchange Act, payments made to the government of Equatorial Guinea (EG) by these equity method investments are not included in this report.

Payments, by Government - 12 months ended Dec. 31, 2023 - USD ($) $ in Millions		Taxes	[1]	Royalties	Fees	Prod. Entitlements	[2]	Bonuses	[3]	Comm. Social Resp.	[4]	Total Payments
Total		$ 93.2		$ 83.5	$ 0.2	$ 47.9		$ 0.3		$ 4.7		$ 229.8
UNITED STATES
Total		0.8		79.6	0.2							80.6
UNITED STATES | Office of Natural Resources Revenue [Member]
Total				79.6	$ 0.2							79.8
UNITED STATES | US Treasury [Member]
Total		0.8										0.8
EQUATORIAL GUINEA
Total		92.4		3.9		47.9		0.3		4.7		149.2
EQUATORIAL GUINEA | EG Ministry of Mines & Hydrocarbons [Member]
Total	[5]									1.1		1.1
EQUATORIAL GUINEA | GEPetrol [Member]
Total	[5],[6]					$ 47.9						47.9
EQUATORIAL GUINEA | EG Federal Government [Member]
Total	[5]									$ 3.6		3.6
EQUATORIAL GUINEA | Tesoreria y Patrimonio del Estado [Member]
Total	[5]	$ 92.4		$ 3.9				$ 0.3				$ 96.6
[1] Taxes paid in Equatorial Guinea (EG) consist of corporate income taxes on our investments in the country. A portion of our EG tax payments are made in Central African CFA Francs (XAF) and converted into USD at the exchange rate existing at the time the payment is made. [2] Production entitlements attributable to the EG Government are reported as in-kind payments of salable hydrocarbons where we are the operator. Under certain of our contracts, production is shared between the parties, including State entities. Each party may decide to take custody and sell their entitled production on their own account. Production entitlement volumes are reported when the EG Government takes possession of their share from our operated areas. The value of these payments is calculated on a monthly basis, at fair market value, multiplied by the volumes conveyed to the EG Government during the month. [3] Bonus payments are made to the EG Government when certain contract milestones are achieved. These payments were made in XAF and converted into USD at the exchange rate existing at the time the payment is made. [4] Community and social responsibility (“CSR”) payments are made in-kind and reported at actual cost. The CSR payments primarily consist of spending on projects directed towards improving public health and quality of life in EG. The largest such project is an award-winning, public-private partnership focused on malaria prevention and treatment. [5] As disclosed in our 2023 Annual Report on Form 10-K, we have investments in EG in three equity method investees: EG LNG, Alba Plant LLC and AMPCO. In accordance with Rule 13q-1 under the Securities Exchange Act, payments made to the government of Equatorial Guinea (EG) by these equity method investments are not included in this report. [6] GEPetrol, or Compañía Nacional de Petróleos de Guinea Ecuatorial, is the national oil company of Equatorial Guinea.

Payments, Details - 12 months ended Dec. 31, 2023 - USD ($) $ in Millions	Amount	Type	Country	Subnat. Juris.	Govt.	Project	Resource	Segment	Ext. Method	In-kind	In-kind Calc.
#: 1
	$ 92.4	Taxes	EQUATORIAL GUINEA	snj:GQ-BN	Tesoreria y Patrimonio del Estado [Member]	Gulf of Guinea - Offshore [Member]	Oil and Natural Gas [Member]	Int'l [Member]	Well
#: 2
	3.9	Royalties	EQUATORIAL GUINEA	snj:GQ-BN	Tesoreria y Patrimonio del Estado [Member]	Gulf of Guinea - Offshore [Member]	Oil and Natural Gas [Member]	Int'l [Member]	Well
#: 3
	0.3	Bonuses	EQUATORIAL GUINEA	snj:GQ-BN	Tesoreria y Patrimonio del Estado [Member]	Gulf of Guinea - Offshore [Member]	Oil and Natural Gas [Member]	Int'l [Member]	Well
#: 4
	3.6	Comm. Social Resp.	EQUATORIAL GUINEA	snj:GQ-BN	EG Federal Government [Member]	Gulf of Guinea - Offshore [Member]	Oil and Natural Gas [Member]	Int'l [Member]	Well	Yes	Actual Cost
#: 5
	47.9	Prod. Entitlements	EQUATORIAL GUINEA	snj:GQ-BN	GEPetrol [Member]	Gulf of Guinea - Offshore [Member]	Oil and Natural Gas [Member]	Int'l [Member]	Well	Yes	Fair Market Value
#: 6
	1.1	Comm. Social Resp.	EQUATORIAL GUINEA	snj:GQ-BN	EG Ministry of Mines & Hydrocarbons [Member]	Gulf of Guinea - Offshore [Member]	Oil and Natural Gas [Member]	Int'l [Member]	Well	Yes	Actual Cost
#: 7
	0.8	Taxes	UNITED STATES		US Treasury [Member]	Entity Level [Member]		U.S. [Member]
#: 8
	59.9	Royalties	UNITED STATES	snj:US-NM	Office of Natural Resources Revenue [Member]	New Mexico - Onshore [Member]	Oil and Natural Gas [Member]	U.S. [Member]	Well
#: 9
	19.7	Royalties	UNITED STATES	snj:US-ND	Office of Natural Resources Revenue [Member]	North Dakota - Onshore [Member]	Oil and Natural Gas [Member]	U.S. [Member]	Well
#: 10
	$ 0.2	Fees	UNITED STATES	snj:US-ND	Office of Natural Resources Revenue [Member]	North Dakota - Onshore [Member]	Oil and Natural Gas [Member]	U.S. [Member]	Well

---