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Annual Report and Proxy

2020 Stockholders Meeting

2020 Stockholders Meeting Question Responses

Click the button below to review responses to questions asked during the 2020 Annual Stockholders Meeting.

Dear Marathon Oil Corporation Stockholders:

Due to continued public health concerns related to the COVID-19 (Coronavirus) pandemic, and to support the health and well-being of our employees, stockholders and other associates, we are providing notice that Marathon Oil Corporation (the “Company”) has changed the location of its 2020 Annual Meeting of Stockholders (the Annual Meeting). The Annual Meeting will now be held in a virtual meeting (audio only) format, there will be no physical meeting, and you will not be able to attend the Annual Meeting in person. The previously announced date and time of the meeting, Wednesday, May 27, 2020 at 10:00 a.m. Central Time, will not change.

As described in the proxy materials previously distributed in connection with the Annual Meeting, stockholders of record of our common stock as of the close of business on March 31, 2020, the record date, are entitled to participate in the Annual Meeting.You can attend the Annual Meeting at (the Virtual Meeting Website), by entering the 16-digit control number found on your proxy card, voting instruction form or notice you previously received.

Authenticated stockholders admitted to the Annual Meeting may submit questions, vote your shares electronically and view our list of stockholders entitled to vote by following the instructions that will be available on the meeting website.If you do not have a control number, you may attend the Annual Meeting as a guest, but will not have the option to vote, view the stockholder list, or participate during the Meeting.

The Annual Meeting will begin promptly at 10:00 a.m. Central Time, so we encourage you to access the meeting prior to the start time. Technicians will be ready to assist you with any technical difficulties you may have accessing the Virtual Meeting, and a technical support number will be posted on the Virtual Meeting login page.

A recording of the webcast of the 2020 Annual Meeting will be available to the public at as soon as practicable after the completion of the Annual Meeting.

It is important that you read the proxy materials previously distributed, and whether or not you plan to attend the virtual-only Annual Meeting, we encourage you to vote your shares promptly in advance of the Annual Meeting at, or by one of the other methods described in the proxy materials. The proxy card and voting instruction form included with the proxy materials will not be updated to reflect the change from an in-person meeting to a virtual-only meeting and may continue to be used to vote shares in connection with the Annual Meeting. If you have already voted, no additional action is required.

By Order of the Board of Directors,


Signature of Lee M. Tillman
Lee M. Tillman
Chairman, President and Chief Executive Officer
Signature of Gregory H. Boyce
Gregory H. Boyce
Independent Lead Director

Dear fellow shareholders,

2019 was another year of differentiated execution for Marathon Oil as we comprehensively delivered on our framework for success for the second year in a row.

We’ve delivered positive organic free cash flow for eight consecutive quarters, and achieved capital efficiency gains across our portfolio through meaningful reductions in both completed well cost and unit production expenses. We also enhanced our resource base through success across all elements of our comprehensive resource capture framework, adding over three years of inventory through organic enhancement, Resource Play Exploration, and bolt-on acquisitions and trades.

In 2019, we generated $410 million of organic free cash flow post-dividend, and returned that cash back to you, our shareholders. The return of capital to shareholders through the combination of our dividend and share repurchases was entirely funded by free cash flow. Since 2018, we have returned over 20% of our cash from operations to our shareholders and in doing so have reduced our shares outstanding by 7%.

We know that our stakeholders are particularly attuned to environmental, social and governance issues, often referred to as “ESG.” Because of this, we’ve prioritized and improved how we communicate our sustainability work through our annual sustainability report which showcases our efforts to achieve safe, responsible and ethical operations. Last year, we made a commitment to work safer and we succeeded. 2019 marked the best safety performance in MRO history with a peer leading total recordable incident rate (TRIR) of 0.32.

As we turn to 2020 and beyond, Marathon Oil remains committed to this same framework for success. In response to commodity price volatility from simultaneous supply and demand shocks, we’re taking swift and decisive action to defend our cash flow generation and protect our balance sheet. We believe our foundational work is already in place with a high quality multi-basin portfolio that affords us flexibility. Our balance sheet reflects a conservative leverage profile and significant liquidity. And, at every level of the Company we continue to strive to relentlessly drive down our cash flow breakeven, while operating safely and responsibly. This framework has served us well, and it positions us to navigate a challenging oil price environment ahead.

Finally, we would like to thank all of our dedicated employees and contractors who made 2019 another year of differentiated execution for our company.

Signature of Lee M. Tillman
Lee M. Tillman
Chairman, President and CEO
Signature of Gregory H. Boyce
Gregory H. Boyce
Independent Lead Director