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): April 20, 2021 ( April 20, 2021 )

Marathon Oil Corporation

__________________________________________

(Exact name of registrant as specified in its charter)

Delaware			1-1513			25-0996816
_____________________________________________  (State or other jurisdiction			_______________________________  (Commission			__________________________________  (I.R.S. Employer
of incorporation)			File Number)			Identification No.)
5555 San Felipe Street,	Houston,	Texas				77056-2723
____________________________________________________________  (Address of principal executive offices)						___________________________________________  (Zip Code)
Registrant’s telephone number, including area code:				(713)	629-6600

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $1.00	MRO	New York Stock Exchange

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.		☐

Item 2.02 Results of Operations and Financial Condition.

On April 20, 2021, Marathon Oil Corporation issued a press release announcing preliminary information regarding certain first quarter 2021 financial and operational estimates. The press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will not be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, unless specifically identified as such.

Item 9.01. Financial Statements and Exhibits.

99.1	Press release of Marathon Oil Corporation, dated April 20, 2021
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Document

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
April 20, 2021	By:	/s/ Gary E. Wilson
		Name: Gary E. Wilson
		Title: Vice President, Controller and Chief Accounting Officer

EX-99.1

Exhibit 99.1

Marathon Oil Provides Preliminary First Quarter 2021 Update

Houston, Apr. 20, 2021 -- Marathon Oil Corporation (NYSE: MRO) today provided preliminary information regarding certain first quarter 2021 financial and operational estimates in light of uncertainty from Winter Storm Uri. The Company will report final first quarter results on Wednesday, May 5, after the close of U.S. financial markets. The Company will conduct a conference call on Thursday, May 6, at 9 a.m. ET.

Preliminary 1Q21 Results

•    Cash flow from operations of $610 million to $630 million, including $10 million to $20 million of negative changes in working capital

•    Cash additions to property, plant, and equipment of approximately $200 million

•    Total Company oil production of 172,000 net bopd with sales of 168,000 net bopd; total Company oil-equivalent production of 345,000 net boed with sales of 341,000 net boed; difference between production and sales due primarily to an underlift in Equatorial Guinea

•    Estimated unhedged U.S. segment realizations1 of approximately $55/bbl for oil, $24/bbl for NGLs, and $6.30/mcf for natural gas; International segment oil realizations of approximately $44/bbl

•    Realized derivative loss of $71 million

•    General and administrative expense of approximately $90 million, including $11 million of severance expense and $13 million of corporate aircraft lease termination expense, both related to cost reduction actions during first quarter 2021

Footnotes:

1 Inclusion of realized gains (losses) on crude oil derivative instruments would have decreased average price realizations by approximately $4.60 per bbl for first quarter 2021.

Exhibit 99.1

Forward-Looking Statements

This release contains forward-looking statements. All statements, other than statements of historical fact, including, without limitation, statements regarding the Company's anticipated results of operations and financial performance, including estimates related to cash flow from operations, cash additions to property, plant and equipment, production, segment realizations, derivative losses and general and administrative expenses. Words such as "anticipate," "believe," "could," "estimate," "expect," "forecast," "future," "guidance," "intend," "may," "outlook," "plan," "positioned," "project," "seek," "should," "target," "will," "would," or similar words may be used to identify forward-looking statements; however, the absence of these words does not mean that the statements are not forward-looking. Where, in any forward-looking statement, the Company expresses an expectation or estimate as to its results, such expectation or estimate is expressed in good faith and believed to be reasonable at the time such statement is made. However, a number of factors could cause actual results to differ materially from those projected, including, but not limited to: any adjustments to our results of operations recognized as part of our regular process for producing and reviewing our financial statements for completed periods; conditions in the oil and gas industry, including supply/demand levels for crude oil and condensate, NGLs and natural gas and the resulting impact on price; changes in expected reserve or production levels; changes in political or economic conditions in the U.S. and Equatorial Guinea, including changes in foreign currency exchange rates, interest rates, and inflation rates; actions taken by the members of the Organization of the Petroleum Exporting Countries and Russia affecting the production and pricing of crude oil; other global and domestic political, economic or diplomatic developments; capital available for exploration and development; risks related to the Company's hedging activities; voluntary or involuntary curtailments, delays or cancellations of certain drilling activities; well production timing; liability resulting from litigation; drilling and operating risks; lack of, or disruption in, access to storage capacity, pipelines or other transportation methods; availability of drilling rigs, materials and labor, including the costs associated therewith; difficulty in obtaining necessary approvals and permits; non-performance by third parties of contractual obligations; unforeseen hazards such as weather conditions, a health pandemic (including COVID-19), acts of war or terrorist acts and the government or military response thereto; cyber-attacks; changes in safety, health, environmental, tax and other regulations, requirements or initiatives, including initiatives addressing the impact of global climate change, air emissions, or water management; other geological, operating and economic considerations; and the risk factors, forward-looking statements and challenges and uncertainties described in the Company's 2020 Annual Report on Form 10-K and other public filings and press releases, available at https://ir.marathonoil.com/. Except as required by law, the Company undertakes no obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise.

Media Relations Contact

Stephanie Gentry: 713-296-3307

Investor Relations Contacts:

Guy Baber: 713-296-1892

John Reid: 713-296-4380

XML

Document and Entity Information Document	Apr. 20, 2021
8-K Cover [Abstract]
Title of 12(b) Security	Common Stock, par value $1.00
Entity Emerging Growth Company	false
Document Period End Date	Apr. 20, 2021
Entity Incorporation, State or Country Code	DE
Document Type	8-K
Entity Registrant Name	Marathon Oil Corporation
Entity File Number	1-1513
Entity Tax Identification Number	25-0996816
Entity Address, Address Line One	5555 San Felipe Street,
Entity Address, City or Town	Houston,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77056-2723
City Area Code	(713)
Local Phone Number	629-6600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Amendment Flag	false
Entity Central Index Key	0000101778
Trading Symbol	MRO
Security Exchange Name	NYSE