Delaware
(State or other jurisdiction
of incorporation or organization)
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5555 San Felipe Street
Houston, Texas 77056-2723
(713) 629-6600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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25-0996816
(I.R.S. Employer Identification No.)
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if smaller reporting company)
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Smaller reporting company
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Amount to be Registered/
Proposed Maximum Offering Price
Per Unit/Proposed Maximum
Offering Price/Amount of
Registration Fee
(1)(2)
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Title of Each Class of
Securities to be Registered
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Senior Debt Securities and Subordinated Debt Securities of
Marathon Oil Corporation
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Common Stock, par value $1.00 per share, of Marathon Oil Corporation
(3)
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Preferred Stock (without par value) of Marathon Oil Corporation
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Warrants of Marathon Oil Corporation
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Stock Purchase Contracts of Marathon Oil Corporation
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Stock Purchase Units of Marathon Oil Corporation
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(1)
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An indeterminate number or amount of senior and subordinated debt securities, common stock, preferred stock, warrants, stock purchase contracts and stock purchase units of Marathon Oil Corporation is being registered as may from time to time be issued at indeterminate prices and as may be issuable upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder, including under any applicable antidilution provisions.
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(2)
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In accordance with Rules 456(b) and 457(r) of the Securities Act, Marathon Oil Corporation is deferring payment of all of the registration fees, which will be paid from time to time in connection with one or more offerings of securities to be made hereunder.
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(3)
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Includes an indeterminate number of shares of common stock to be issued by Marathon Oil Corporation upon settlement of the stock purchase contracts.
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We will provide additional terms of our securities in one or more supplements to this prospectus. You should read this prospectus and the related prospectus supplement carefully before you invest in our securities. No person may use this prospectus to offer and sell our securities unless a prospectus supplement accompanies this prospectus.
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The Offering
We may offer from time to time:
senior debt securities;
subordinated debt securities;
common stock;
preferred stock;
warrants;
stock purchase contracts; and
stock purchase units.
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About This Prospectus
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3
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The Company
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3
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Risk Factors
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3
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Where You Can Find More Information
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3
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Forward-Looking Statements
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5
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Use of Proceeds
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6
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Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends
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6
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Description of Debt Securities
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7
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Description of Capital Stock
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14
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Description of Warrants
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18
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Description of Stock Purchase Contracts and Stock Purchase Units
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19
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Plan of Distribution
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19
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Legal Matters
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20
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Experts
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20
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exploration, production and marketing of liquid hydrocarbons and natural gas in North America;
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exploration, production and marketing of liquid hydrocarbons and natural gas outside of North America and the production and marketing of products manufactured from natural gas, such as liquefied natural gas and methanol, in Equatorial Guinea; and
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mining, extraction and transportation of bitumen from oil sands deposits in Alberta, Canada, and upgrading of the bitumen for the production and marketing of synthetic crude oil and vacuum gas oil.
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our Annual Report on Form 10-K for the year ended December 31, 2013; and
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the description of our common stock contained in our registration statement on Form 8-A/A filed with the SEC on July 15, 2010 (as updated by our Current Report on Form 8-K filed on May 9, 2012).
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Years Ended December 31,
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2013
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2012
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2011
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2010
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2009
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Ratio of earnings to fixed charges*
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14.85
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19.66
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9.48
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5.98
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4.67
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pre-tax income from continuing operations before adjustment for minority interests in consolidated subsidiaries or income or loss from equity investees;
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fixed charges;
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amortization of capitalized interest;
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distributed income of equity investees; and
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our share of pre-tax losses of equity investees for which charges arising from guarantees are included in fixed charges;
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interest capitalized;
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preference security dividend requirements of consolidated subsidiaries; and
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the minority interest in pre-tax income of subsidiaries that have not incurred fixed charges.
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interest expense on all indebtedness and amortization of debt discount and expense, including discontinued operations;
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interest capitalized, including discontinued operations;
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an estimate of the portion of annual rental expense on operating leases that represents the interest factor attributable to rentals, including discontinued operations; and
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pre-tax earnings required to cover preferred stock dividend requirements of consolidated subsidiaries.
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the title of the debt securities;
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any limit on the aggregate principal amount of the debt securities;
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the person or entity to whom any interest will be payable, if that person or entity is not the registered owner of the debt securities;
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the date or dates on which the principal of and any premium on the debt securities will be payable;
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the rates, which may be fixed or variable, per annum at which the debt securities will bear interest, if any, and the date or dates from which any interest will accrue;
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the dates on which the interest, if any, on the debt securities will be payable, and the regular record dates for the interest payment dates or the method for determining those dates;
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the place or places where payments on the debt securities will be payable;
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the terms and conditions on which the debt securities may, under any optional or mandatory redemption provisions, be redeemed;
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any mandatory or optional sinking fund or similar provisions or provisions for mandatory redemption or purchase at the option of the holder;
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the denominations in which the debt securities will be issuable, if other than denominations of $1,000 or any multiple of that amount;
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any index, formula or other method used to determine the amount of payment of principal of or any premium or interest on the debt securities;
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if other than the currency of the United States of America, the currency of payment of principal of or any premium or interest on the debt securities;
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if, at our election or the election of the holder, the principal of or any premium or interest on any debt securities is to be payable in one or more currencies or currency units other than those in which the debt securities are stated to be payable, the terms and conditions on which that election is to be made and the amount so payable;
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if other than the full principal amount of the debt securities, the portion of the principal amount of the debt securities that will be payable on the declaration of acceleration of the maturity of the debt securities;
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if the principal amount payable at maturity will not be determinable as of one or more dates prior to maturity, the amount that will be deemed to be the principal amount as of any such date;
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any terms on which the debt securities may be convertible into or exchanged for our securities or indebtedness of any kind or of any other issuer or obligor and the terms and conditions on which a conversion or exchange will be effected, including the initial conversion or exchange price or rate, the conversion period and any other additional provisions;
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the applicability of the defeasance provisions described below under “-Satisfaction and Discharge; Defeasance Under the Senior Indenture,” and any conditions under which those provisions will apply;
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if the debt securities will be issuable only in the form of a global security as described below under “-Book-entry Debt Securities,” the depositary for the debt securities;
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any changes in or additions to the events of default or covenants this prospectus describes;
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the payment of any additional amounts with respect to the debt securities; and
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any other terms of the debt securities.
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existing on the date of the senior indenture;
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incurred in connection with the acquisition or construction of any property;
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previously existing on acquired property or existing on the property of any entity when it becomes a subsidiary of ours;
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in favor of the United States, any state, or any agency, department, political subdivision or other instrumentality of either, to secure payments to us under the provisions of any contract or statute;
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in favor of the United States, any state, or any agency, department, political subdivision or other instrumentality of either, to secure borrowings for the purchase or construction of the property mortgaged;
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in connection with a sale or other transfer of (1) oil, gas or other minerals in place for a period of time until, or in an amount such that, the purchase will realize a specified amount of money or a specified amount of minerals or (2) any interest of the character commonly referred to as an “oil payment” or a “production payment”;
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to secure the cost of the repair, construction, improvement, alteration, exploration, development or drilling of all or part of a principal property;
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on various facilities and personal property located at or on a principal property;
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arising in connection with the sale of accounts receivable resulting from the sale of oil or gas at the wellhead; or
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that is a renewal of or substitution for any mortgage permitted under any of the provisions described in the preceding clauses.
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all current liabilities, excluding all long-term debt due within one year;
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all investments in unconsolidated subsidiaries and all investments accounted for on the equity basis; and
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all goodwill, patents and trademarks, unamortized debt discount and other similar intangibles;
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the lease is an intercompany lease between us and one of our subsidiaries or between any of our subsidiaries;
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the lease is for a temporary period by the end of which it is intended that the use of the leased property will be discontinued;
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we or a subsidiary of ours could mortgage the property without equally and ratably securing the senior debt securities under the covenant described above under the caption “-Creation of Certain Liens”;
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the transfer is incident to or necessary to effect any operating, farm-out, farm-in, unitization, acreage exchange, acreage contribution, bottom-hole or dry-hole arrangement or pooling agreement or other agreement of the same general nature relating to the acquisition, exploration, maintenance, development or operation of oil and gas properties in the ordinary course of business or as required by any regulatory agency having jurisdiction over the property; or
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we promptly inform the trustee of the sale, the net proceeds of the sale are at least equal to the fair value of the property and within 180 days of the sale the net proceeds are applied to the retirement or in-substance defeasance of our funded debt (subject to reduction, under circumstances the senior indenture specifies).
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we are the continuing corporation or the successor entity (if other than us) is a corporation or other entity organized under the laws of the United States or any state thereof that expressly assumes our obligations under the senior indenture and the outstanding senior debt securities; and
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immediately after the merger, consolidation, sale or conveyance, no event of default under the senior indenture shall have occurred and be continuing.
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(1)
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our failure to pay interest on any senior debt security of that series when due, continuing for 30 days;
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(2)
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our failure to pay the principal of or premium on any senior debt security of that series when due and payable;
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(3)
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our failure to deposit any sinking fund payment when due by the terms of the senior debt securities of that series;
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(4)
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our failure to perform under any other covenant or warranty applicable to the senior debt securities of that series and not specifically dealt with in the definition of “event of default” for a period of 90 days after written notice to us of that failure;
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(5)
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specified events of bankruptcy, insolvency or reorganization; or
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(6)
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any other event of default provided with respect to the senior debt securities of that series.
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in the payment of principal of or any premium or interest on any senior debt security of that series; or
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respecting a covenant or provision that cannot be modified without the consent of the holder of each outstanding senior debt security of that series.
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the holder has given prior written notice to the trustee of a continuing event of default with respect to the senior debt securities of that series;
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the holders of at least 25% in principal amount of the outstanding senior debt securities of that series have made a written request to the trustee to institute proceedings with respect to the event of default;
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the holders making the request have offered the trustee reasonable indemnity against costs, expenses and liabilities to be incurred in compliance with the request;
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the trustee for 60 days after its receipt of the notice, request and offer of indemnity has failed to institute any such proceeding; and
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during that 60-day period, the holders of a majority in principal amount of the senior debt securities of that series do not give the trustee a direction inconsistent with the request.
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to evidence the succession of another person to us;
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to add to covenants for the benefit of the holders of senior debt securities or to surrender any right or power conferred on us by the senior indenture;
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to add additional events of default for the benefit of holders of all or any series of senior debt securities;
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to add or change provisions of the senior indenture to allow the issuance of senior debt securities in other forms;
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to add to, change or eliminate any of the provisions of the senior indenture respecting one or more series of senior debt securities under conditions the senior indenture specifies;
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to secure the senior debt securities under the requirements of the senior indenture or otherwise;
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to establish the form or terms of senior debt securities of any series as permitted by the senior indenture;
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to evidence the appointment of a successor trustee; or
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to cure any ambiguity or to correct or supplement any provision of the senior indenture that may be defective or inconsistent with any other provision in the senior indenture, or to make any other provisions with respect to matters or questions arising under the senior indenture as shall not adversely affect the interests of the holders of senior debt securities of any series in any material respect.
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change the fixed maturity or reduce the principal amount, reduce the rate or extend the time of payment of any premium or interest thereon, or change the currency in which the senior debt securities are payable, or adversely affect any right of the holder of any senior debt security to require us to repurchase that senior debt security; or
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reduce the percentage of senior debt securities required for consent to any such modification or supplemental indenture.
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we deliver to the trustee all senior debt securities then outstanding for cancellation; or
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all senior debt securities have become due and payable or are to become due and payable within one year or are to be called for redemption within one year and we deposit an amount of cash sufficient to pay the principal of and premium, if any, and interest on those senior debt securities to the date of maturity or redemption.
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we will be discharged from our obligations with respect to the senior debt securities of that series (“legal defeasance”); or
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we will no longer have any obligation to comply with the restrictive covenants under the senior indenture, and the related events of default will no longer apply to us, but some of our other obligations under the senior indenture and the senior debt securities of that series, including our obligation to make payments on those senior debt securities, will survive (“covenant defeasance”).
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register the transfer or exchange of senior debt securities;
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replace mutilated, destroyed, lost or stolen senior debt securities; and
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maintain paying agencies and hold moneys for payment in trust.
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all indebtedness of Marathon Oil, whether outstanding on the date of the subordinated indenture or subsequently created, incurred or assumed, which is for money borrowed, or evidenced by a note or similar instrument given in connection with the acquisition of any business, properties or assets, including securities;
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any indebtedness of others of the kinds described in the preceding clause for the payment of which Marathon Oil is responsible or liable (directly or indirectly, contingently or otherwise) as guarantor or otherwise; and
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amendments, renewals, extensions and refundings of any indebtedness described in the two preceding clauses, unless in any instrument or instruments evidencing or securing that indebtedness or pursuant to which the same is outstanding, or in any such amendment, renewal, extension or refunding, it is expressly provided that such indebtedness is not superior in right of payment to the subordinated debt securities of any series.
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during a period beginning 15 business days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or
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if we have called the debt security for redemption in whole or in part, except the unredeemed portion of any debt security being redeemed in part.
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1,100,000,000 shares of common stock; and
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26,000,000 shares of preferred stock, issuable in series.
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our financial condition and performance;
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our cash needs and capital investment plans;
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our obligations to holders of any preferred stock we may issue;
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income tax consequences; and
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the restrictions Delaware and other applicable laws then impose.
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the series designation of the preferred stock;
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the maximum number of shares of the series;
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the dividend rate or the method of calculating the dividend, the date from which dividends will accrue and whether dividends will be cumulative;
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any liquidation preference;
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any optional redemption provisions;
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any sinking fund or other provisions that would obligate us to redeem or repurchase the preferred stock;
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any terms for the conversion or exchange of the preferred stock for any other securities;
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any voting rights; and
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any other preferences and relative, participating, optional or other special rights or any qualifications, limitations or restrictions on the rights of the shares.
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for any breach of the director’s duty of loyalty to us or our stockholders;
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for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
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for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; and
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for any transaction from which the director derived an improper personal benefit.
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before that person became an interested stockholder, the board of directors of the corporation approved the transaction in which that person became an interested stockholder or approved the business combination;
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on completion of the transaction that resulted in that person’s becoming an interested stockholder, that person owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, other than stock held by (1) directors who are also officers of the corporation or (2) any employee stock plan that does not provide employees with the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
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following the transaction in which that person became an interested stockholder, both the board of directors of the corporation and the holders of at least two-thirds of the outstanding voting stock of the corporation not owned by that person approve the business combination.
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the title of the warrants;
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the aggregate number of warrants offered;
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the designation, number and terms of the debt securities, common stock, preferred stock or other securities purchasable on exercise of the warrants, and procedures that may result in the adjustment of those numbers;
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the exercise price of the warrants;
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the dates or periods during which the warrants are exercisable;
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the designation and terms of any securities with which the warrants are issued;
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if the warrants are issued as a unit with another security, the date on and after which the warrants and the other security will be separately transferable;
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if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit or composite currency in which the exercise price is denominated;
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any minimum or maximum amount of warrants that may be exercised at any one time;
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any terms, procedures and limitations relating to the transferability, exchange or exercise of the warrants; and
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any other terms of the warrants.
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shorten the period of time during which the warrants may be exercised; or
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otherwise materially and adversely affect the exercise rights of the holders of the warrants.
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SEC registration fee
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$ *
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Printing expenses
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†
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Legal fees and expenses
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†
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Accounting fees and expenses
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†
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Fees and expenses of trustee and counsel
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†
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Rating agency fees
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†
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Miscellaneous
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†
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Total
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$
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*
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Applicable SEC registration fees have been deferred in accordance with Rules 456(b) and 457(r) of the Securities Act of 1933 and are not estimable at this time.
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†
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Estimated expenses are not presently known. An estimate of the aggregate amount of these expenses will be reflected in the applicable prospectus supplement.
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Exhibit No.
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Description of Exhibit
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**2.1
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Separation and Distribution Agreement dated as of May 25, 2011 among Marathon Oil Corporation, Marathon Oil Company and Marathon Petroleum Corporation (incorporated by reference to Exhibit 2.1 to Marathon Oil Corporation’s Form 8-K, filed on May 26, 2011).
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**3.1
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Restated Certificate of Incorporation of Marathon Oil Corporation (incorporated by reference to Exhibit 3.1 to Marathon Oil Corporation’s Form 10-Q for the quarter ended June 30, 2013).
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**3.2
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Amended By-laws of Marathon Oil Corporation effective February 25, 2014 (incorporated by reference to Exhibit 3.2 to Marathon Oil Corporation’s Annual Report on Form 10-K for the year ended December 31, 2013).
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**3.3
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Specimen of Common Stock Certificate (incorporated by reference to Exhibit 3.3 to Marathon Oil Corporation’s Annual Report on Form 10-K for the year ended December 31, 2013).
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**4.1
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Indenture (“Senior Indenture”), dated as of February 26, 2002, relating to the Senior Debt Securities, with form of Senior Debt Securities (incorporated by reference to Exhibit 4.2 to Marathon Oil Corporation’s Annual Report on Form 10-K for the year ended December 31, 2013).
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4.2
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Indenture (“Subordinated Indenture”), dated as of February 26, 2002, relating to the Subordinated Debt Securities, with form of Subordinated Debt Securities.
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5.1
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Opinion of Baker Botts L.L.P.
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**12.1
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Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12.1 to Marathon Oil Corporation’s Annual Report on Form 10-K for the year ended December 31, 2013).
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23.1
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Consent of PricewaterhouseCoopers LLP.
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23.2
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Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
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23.3
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Consent of GLJ Petroleum Consultants LTD., independent petroleum engineers and geologists.
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23.4
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Consent of Ryder Scott Company, L.P., independent petroleum engineers and geologists.
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23.5
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Consent of Netherland, Sewell & Associates, Inc., independent petroleum engineers and geologists.
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Exhibit No.
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Description of Exhibit
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24.1
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Powers of Attorney of directors and officers of Marathon Oil Corporation (included on the signature pages of the Registration Statement).
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25.1
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Statement of Eligibility of Trustee under the Senior Indenture on Form T-1.
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25.2
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Statement of Eligibility of Trustee under the Subordinated Indenture on Form T-1.
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**99.1
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Report of GLJ Petroleum Consultants LTD., independent petroleum engineers and geologists for 2013 (incorporated by reference to Exhibit 99.1 to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2013).
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**99.2
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Report of GLJ Petroleum Consultants LTD., independent petroleum engineers and geologists for 2012 (incorporated by reference to Exhibit 99.1 to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2012).
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**99.3
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Report of GLJ Petroleum Consultants LTD., independent petroleum engineers and geologists for 2011 (incorporated by reference to Exhibit 99.1 to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2011).
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**99.4
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Summary report of audits performed by Ryder Scott Company, L.P., independent petroleum engineers and geologists for 2013 (incorporated by reference to Exhibit 99.7 to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2013).
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**99.5
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Summary report of audits performed by Ryder Scott Company, L.P., independent petroleum engineers and geologists for 2012 (incorporated by reference to Exhibit 99.6 to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2012).
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**99.6
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Summary report of audits performed by Ryder Scott Company, L.P., independent petroleum engineers and geologists for 2011 (incorporated by reference to Exhibit 99.5 to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2011).
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**99.7
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Summary report of audits performed by Netherland, Sewell & Associates, Inc., independent petroleum engineers and geologists for 2013 (incorporated by reference to Exhibit 99.4 to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2013).
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**99.8
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Summary report of audits performed by Netherland, Sewell & Associates, Inc., independent petroleum engineers and geologists for 2012 (incorporated by reference to Exhibit 99.4 to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2012).
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**99.9
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Summary report of audits performed by Netherland, Sewell & Associates, Inc., independent petroleum engineers and geologists for 2011 (incorporated by reference to Exhibit 99.4 to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2011).
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*
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Marathon Oil will file as an exhibit to a Current Report on Form 8-K (i) any underwriting, remarketing or agency agreement relating to the securities offered hereby, (ii) the instruments setting forth the terms of any debt securities, preferred stock, warrants or stock purchase contracts, (iii) any additional required opinions of counsel with respect to legality of the securities offered hereby and (iv) any required opinion of counsel to Marathon Oil as to certain tax matters relative to the securities offered hereby.
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**
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Incorporated by reference to the filing indicated.
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(4)
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That, for the purpose of determining liability under the Securities Act to any purchaser:
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(i)
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Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
|
(ii)
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
|
(5)
|
That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities:
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
|
(b)
|
The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the
|
(c)
|
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
|
Signature
|
Title
|
s/Lee M. Tillman
Lee M. Tillman
|
President and Chief Executive
Officer (Principal Executive Officer) and Director
|
/s/John R. Sult
John R. Sult
|
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
/s/ Dennis H. Reilley
Dennis H. Reilley
|
Non-Executive Chairman
|
/s/ Gregory H. Boyce
Gregory H. Boyce
|
Director
|
/s/ Pierre Brondeau
Pierre Brondeau
|
Director
|
/s/ Linda Z. Cook
Linda Z. Cook
|
Director
|
/s/ Chadwick C. Deaton
Chadwick C. Deaton
|
Director
|
/s/ Dr. Shirley Ann Jackson
Dr. Shirley Ann Jackson
|
Director
|
/s/ Philip Lader
Philip Lader
|
Director
|
/s/ Michael E. J. Phelps
Michael E. J. Phelps
|
Director
|
Exhibit No.
|
Description of Exhibit
|
|
**2.1
|
|
Separation and Distribution Agreement dated as of May 25, 2011 among Marathon Oil Corporation, Marathon Oil Company and Marathon Petroleum Corporation (incorporated by reference to Exhibit 2.1 to Marathon Oil Corporation’s Form 8-K, filed on May 26, 2011).
|
**3.1
|
|
Restated Certificate of Incorporation of Marathon Oil Corporation (incorporated by reference to Exhibit 3.1 to Marathon Oil Corporation’s Form 10-Q for the quarter ended June 30, 2013).
|
**3.2
|
|
Amended By-laws of Marathon Oil Corporation effective February 25, 2014 (incorporated by reference to Exhibit 3.2 to Marathon Oil Corporation’s Annual Report on Form 10-K for the year ended December 31, 2013).
|
**3.3
|
|
Specimen of Common Stock Certificate (incorporated by reference to Exhibit 3.3 to Marathon Oil Corporation’s Annual Report on Form 10-K for the year ended December 31, 2013).
|
**4.1
|
|
Indenture (“Senior Indenture”), dated as of February 26, 2002, relating to the Senior Debt Securities, with form of Senior Debt Securities (incorporated by reference to Exhibit 4.2 to Marathon Oil Corporation’s Annual Report on Form 10-K for the year ended December 31, 2013).
|
4.2
|
|
Indenture (“Subordinated Indenture”), dated as of February 26, 2002, relating to the Subordinated Debt Securities, with form of Subordinated Debt Securities.
|
5.1
|
|
Opinion of Baker Botts L.L.P.
|
**12.1
|
|
Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12.1 to Marathon Oil Corporation’s Annual Report on Form 10-K for the year ended December 31, 2013).
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP.
|
23.2
|
|
Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
|
23.3
|
|
Consent of GLJ Petroleum Consultants LTD., independent petroleum engineers and geologists.
|
23.4
|
|
Consent of Ryder Scott Company, L.P., independent petroleum engineers and geologists.
|
23.5
|
|
Consent of Netherland, Sewell & Associates, Inc., independent petroleum engineers and geologists.
|
24.1
|
|
Powers of Attorney of directors and officers of Marathon Oil Corporation (included on the signature pages of the Registration Statement).
|
25.1
|
|
Statement of Eligibility of Trustee under the Senior Indenture on Form T-1.
|
25.2
|
|
Statement of Eligibility of Trustee under the Subordinated Indenture on Form T-1.
|
**99.1
|
|
Report of GLJ Petroleum Consultants LTD., independent petroleum engineers and geologists for 2013 (incorporated by reference to Exhibit 99.1 to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2013).
|
**99.2
|
|
Report of GLJ Petroleum Consultants LTD., independent petroleum engineers and geologists for 2012 (incorporated by reference to Exhibit 99.1 to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2012).
|
**99.3
|
|
Report of GLJ Petroleum Consultants LTD., independent petroleum engineers and geologists for 2011 (incorporated by reference to Exhibit 99.1 to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2011).
|
**99.4
|
|
Summary report of audits performed by Ryder Scott Company, L.P., independent petroleum engineers and geologists for 2013 (incorporated by reference to Exhibit 99.7 to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2013).
|
**99.5
|
|
Summary report of audits performed by Ryder Scott Company, L.P., independent petroleum engineers and geologists for 2012 (incorporated by reference to Exhibit 99.6 to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2012).
|
**99.6
|
|
Summary report of audits performed by Ryder Scott Company, L.P., independent petroleum engineers and geologists for 2011 (incorporated by reference to Exhibit 99.5 to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2011).
|
**99.7
|
|
Summary report of audits performed by Netherland, Sewell & Associates, Inc., independent petroleum engineers and geologists for 2013 (incorporated by reference to Exhibit 99.4 to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2013).
|
**99.8
|
|
Summary report of audits performed by Netherland, Sewell & Associates, Inc., independent petroleum engineers and geologists for 2012 (incorporated by reference to Exhibit 99.4 to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2012).
|
**99.9
|
|
Summary report of audits performed by Netherland, Sewell & Associates, Inc., independent petroleum engineers and geologists for 2011 (incorporated by reference to Exhibit 99.4 to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2011).
|
*
|
Marathon Oil will file as an exhibit to a Current Report on Form 8-K (i) any underwriting, remarketing or agency agreement relating to the securities offered hereby, (ii) the instruments setting forth the terms of any debt securities, preferred stock, warrants or stock purchase contracts, (iii) any additional required opinions of counsel with respect to legality of the securities offered hereby and (iv) any required opinion of counsel to Marathon Oil as to certain tax matters relative to the securities offered hereby.
|
**
|
Incorporated by reference to the filing indicated.
|
Section of
Trust Indenture
Act of 1939
|
|
|
|
Sections of
Indenture
|
||
§3.10
|
|
(a)(1)
|
|
|
|
6.09
|
|
|
(a)(2)
|
|
|
|
6.09
|
|
|
(a)(3)
|
|
|
|
Not Applicable
|
|
|
(a)(4)
|
|
|
|
Not Applicable
|
|
|
(a)(5)
|
|
|
|
6.09
|
|
|
(b)
|
|
|
|
6.08, 6.10
|
§3.11
|
|
(a)
|
|
|
|
6.13
|
|
|
(b)
|
|
|
|
6.13
|
|
|
(c)
|
|
|
|
Not Applicable
|
§3.12
|
|
(a)
|
|
|
|
7.01, 7.02
|
|
|
(b)
|
|
|
|
7.02
|
|
|
(c)
|
|
|
|
7.02
|
§3.13
|
|
(a)
|
|
|
|
7.03
|
|
|
(b)
|
|
|
|
7.03
|
|
|
(c)
|
|
|
|
7.03
|
|
|
(d)
|
|
|
|
7.03
|
§3.14
|
|
(a)
|
|
|
|
7.04
|
|
|
(a)(4)
|
|
|
|
1.01, 10.04
|
|
|
(b)
|
|
|
|
Not Applicable
|
|
|
(c)(1)
|
|
|
|
1.02
|
|
|
(c)(2)
|
|
|
|
1.02
|
|
|
(c)(3)
|
|
|
|
Not Applicable
|
|
|
(d)
|
|
|
|
Not Applicable
|
|
|
(e)
|
|
|
|
1.02
|
§3.15
|
|
(a)
|
|
|
|
6.01, 6.03
|
|
|
(b)
|
|
|
|
6.02
|
|
|
(c)
|
|
|
|
6.01
|
|
|
(d)(1)
|
|
|
|
6.01
|
|
|
(d)(2)
|
|
|
|
6.01, 6.03
|
|
|
(d)(3)
|
|
|
|
6.01, 6.03
|
|
|
(e)
|
|
|
|
5.14
|
§3.16
|
|
(a)(1)(A)
|
|
|
|
5.02, 5.12
|
|
|
(a)(1)(B)
|
|
|
|
5.13
|
|
|
(a)(2)
|
|
|
|
Not Applicable
|
|
|
(a) (last sentence)
|
|
1.01
|
||
|
|
(b)
|
|
|
|
5.08
|
|
|
(c)
|
|
|
|
1.04
|
§3.17
|
|
(a)(1)
|
|
|
|
5.03
|
|
|
(a)(2)
|
|
|
|
5.04
|
|
|
(b)
|
|
|
|
10.03
|
§3.18
|
|
(a)
|
|
|
|
1.07
|
|
|
|
|
Page
|
|
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
|
|
1
|
|
||
|
|
|
|||
SECTION 1.01
|
|
Definitions
|
|
1
|
|
SECTION 1.02
|
|
Compliance Certificates and Opinions
|
|
8
|
|
SECTION 1.03
|
|
Form of Documents Delivered to Trustee
|
|
8
|
|
SECTION 1.04
|
|
Acts of Holders; Record Dates
|
|
9
|
|
SECTION 1.05
|
|
Notices, Etc., to Trustee and Company
|
|
10
|
|
SECTION 1.06
|
|
Notice to Holders; Waiver of Notice
|
|
10
|
|
SECTION 1.07
|
|
Conflict With Trust Indenture Act
|
|
11
|
|
SECTION 1.08
|
|
Effect of Headings and Table of Contents
|
|
11
|
|
SECTION 1.09
|
|
Successors and Assigns
|
|
11
|
|
SECTION 1.10
|
|
Separability Clause
|
|
11
|
|
SECTION 1.11
|
|
Benefits of Indenture; No Recourse Against Others
|
|
11
|
|
SECTION 1.12
|
|
Governing Law
|
|
11
|
|
SECTION 1.13
|
|
Legal Holidays
|
|
12
|
|
|
|
||||
ARTICLE II SECURITY FORMS
|
|
12
|
|
||
|
|
|
|||
SECTION 2.01
|
|
Forms Generally
|
|
12
|
|
SECTION 2.02
|
|
Form of Face of Security
|
|
12
|
|
SECTION 2.03
|
|
Form of Reverse of Security
|
|
14
|
|
SECTION 2.04
|
|
Form of Legend for Global Securities
|
|
18
|
|
SECTION 2.05
|
|
Form of Trustee’s Certificate of Authentication
|
|
18
|
|
|
|
||||
ARTICLE III THE SECURITIES
|
|
19
|
|
||
|
|
|
|||
SECTION 3.01
|
|
Amount Unlimited; Issuable in Series
|
|
19
|
|
SECTION 3.02
|
|
Denominations
|
|
22
|
|
SECTION 3.03
|
|
Execution, Authentication, Delivery and Dating
|
|
22
|
|
SECTION 3.04
|
|
Temporary Securities
|
|
23
|
|
SECTION 3.05
|
|
Registration, Registration of Transfer and Exchange
|
|
24
|
|
SECTION 3.06
|
|
Mutilated, Destroyed, Lost and Stolen Securities
|
|
25
|
|
SECTION 3.07
|
|
Payment of Interest; Interest Rights Preserved
|
|
26
|
|
SECTION 3.08
|
|
Persons Deemed Owners
|
|
28
|
|
SECTION 3.09
|
|
Cancellation
|
|
28
|
|
SECTION 3.10
|
|
Computation of Interest
|
|
28
|
|
|
|
||||
ARTICLE IV SATISFACTION AND DISCHARGE
|
|
28
|
|
||
|
|
|
|||
SECTION 4.01
|
|
Satisfaction and Discharge of Indenture
|
|
28
|
|
SECTION 4.02
|
|
Application of Trust Money
|
|
30
|
|
|
|
||||
ARTICLE V REMEDIES
|
|
30
|
|
||
|
|
|
|||
SECTION 5.01
|
|
Events of Default
|
|
30
|
|
SECTION 5.02
|
|
Acceleration of Maturity; Rescission and Annulment
|
|
32
|
|
SECTION 5.03
|
|
Collection of Indebtedness and Suits for Enforcement by Trustee
|
|
33
|
|
SECTION 5.04
|
|
Trustee May File Proofs of Claim
|
|
33
|
|
SECTION 5.05
|
|
Trustee May Enforce Claims Without Possession of Securities
|
|
34
|
|
SECTION 5.06
|
|
Application of Money Collected
|
|
34
|
|
SECTION 5.07
|
|
Limitation on Suits
|
|
35
|
|
SECTION 5.08
|
|
Unconditional Right of Holders to Receive Principal, Premium and Interest
|
|
35
|
|
SECTION 5.09
|
|
Restoration of Rights and Remedies
|
|
35
|
|
SECTION 5.10
|
|
Rights and Remedies Cumulative
|
|
36
|
|
SECTION 5.11
|
|
Delay or Omission Not Waiver
|
|
36
|
|
SECTION 5.12
|
|
Control by Holders
|
|
36
|
|
SECTION 5.13
|
|
Waiver of Past Defaults
|
|
36
|
|
SECTION 5.14
|
|
Undertaking for Costs
|
|
37
|
|
SECTION 5.15
|
|
Waiver of Usury, Stay or Extension Laws
|
|
37
|
|
|
|
||||
ARTICLE VI THE TRUSTEE
|
|
37
|
|
||
|
|
|
|||
SECTION 6.01
|
|
Certain Duties and Responsibilities
|
|
37
|
|
SECTION 6.02
|
|
Notice of Defaults
|
|
37
|
|
SECTION 6.03
|
|
Certain Rights of Trustee
|
|
38
|
|
SECTION 6.04
|
|
Not Responsible for Recitals or Issuance of Securities
|
|
39
|
|
SECTION 6.05
|
|
May Hold Securities
|
|
39
|
|
SECTION 6.06
|
|
Money Held in Trust
|
|
39
|
|
SECTION 6.07
|
|
Compensation, Reimbursement and Indemnification
|
|
39
|
|
SECTION 6.08
|
|
Conflicting Interests
|
|
40
|
|
SECTION 6.09
|
|
Corporate Trustee Required; Eligibility
|
|
40
|
|
SECTION 6.10
|
|
Resignation and Removal; Appointment of Successor
|
|
41
|
|
SECTION 6.11
|
|
Acceptance of Appointment by Successor
|
|
42
|
|
SECTION 6.12
|
|
Merger, Conversion, Consolidation or Succession to Business
|
|
43
|
|
SECTION 6.13
|
|
Preferential Collection of Claims Against Company
|
|
44
|
|
SECTION 6.14
|
|
Appointment of Authenticating Agent
|
|
44
|
|
|
|
||||
ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
|
|
46
|
|
||
|
|
|
|||
SECTION 7.01
|
|
Company to Furnish Trustee Names and Addresses of Holders
|
|
46
|
|
SECTION 7.02
|
|
Preservation of Information; Communications to Holders
|
|
46
|
|
SECTION 7.03
|
|
Reports by Trustee
|
|
46
|
|
SECTION 7.04
|
|
Reports by Company
|
|
47
|
|
|
|
||||
ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
|
|
47
|
|
||
|
|
|
|||
SECTION 8.01
|
|
Company May Consolidate, Etc., Only on Certain Terms
|
|
47
|
|
SECTION 8.02
|
|
Successor Substituted
|
|
48
|
|
SECTION 8.03
|
|
Trustee Entitled to Opinion
|
|
48
|
|
|
|
||||
ARTICLE IX SUPPLEMENTAL INDENTURES
|
|
48
|
|
||
|
|
|
|||
SECTION 9.01
|
|
Supplemental Indentures Without Consent of Holders
|
|
48
|
|
SECTION 9.02
|
|
Supplemental Indentures With Consent of Holders
|
|
50
|
|
SECTION 9.03
|
|
Execution of Supplemental Indentures
|
|
51
|
|
SECTION 9.04
|
|
Effect of Supplemental Indentures
|
|
51
|
|
SECTION 9.05
|
|
Conformity With Trust Indenture Act
|
|
51
|
|
SECTION 9.06
|
|
Reference in Securities to Supplemental Indentures
|
|
51
|
|
|
|
||||
ARTICLE X COVENANTS
|
|
52
|
|
||
|
|
|
|||
SECTION 10.01
|
|
Payment of Principal, Premium and Interest
|
|
52
|
|
SECTION 10.02
|
|
Maintenance of Office or Agency
|
|
52
|
|
SECTION 10.03
|
|
Money for Securities Payments to be Held in Trust
|
|
52
|
|
SECTION 10.04
|
|
Statement by Officers as to Default
|
|
53
|
|
SECTION 10.05
|
|
Waiver of Certain Covenants
|
|
54
|
|
|
|
||||
ARTICLE XI REDEMPTION OF SECURITIES
|
|
54
|
|
||
|
|
|
|||
SECTION 11.01
|
|
Applicability of Article
|
|
54
|
|
SECTION 11.02
|
|
Election to Redeem; Notice to Trustee
|
|
54
|
|
SECTION 11.03
|
|
Selection by Trustee of Securities to Be Redeemed
|
|
54
|
|
SECTION 11.04
|
|
Notice of Redemption
|
|
55
|
|
SECTION 11.05
|
|
Deposit of Redemption Price
|
|
56
|
|
SECTION 11.06
|
|
Securities Payable on Redemption Date
|
|
56
|
|
SECTION 11.07
|
|
Securities Redeemed in Part
|
|
56
|
|
|
|
||||
ARTICLE XII SINKING FUNDS
|
|
57
|
|
||
|
|
|
|||
SECTION 12.01
|
|
Applicability of Article
|
|
57
|
|
SECTION 12.02
|
|
Satisfaction of Sinking Fund Payments with Securities
|
|
57
|
|
SECTION 12.03
|
|
Redemption of Securities for Sinking Fund
|
|
57
|
|
|
|
||||
ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE
|
|
58
|
|
||
|
|
|
|||
SECTION 13.01
|
|
Company’s Option to Effect Defeasance or Covenant Defeasance
|
|
58
|
|
SECTION 13.02
|
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Defeasance and Discharge
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58
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SECTION 13.03
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Covenant Defeasance
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59
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SECTION 13.04
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Conditions to Defeasance or Covenant Defeasance
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59
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SECTION 13.05
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Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions
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62
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SECTION 13.06
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Reinstatement
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62
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ARTICLE XIV SUBORDINATION OF SECURITIES
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63
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SECTION 14.01
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Securities Subordinate to Senior Debt
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63
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SECTION 14.02
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Payment over of Proceeds Upon Dissolution, Etc.
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63
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SECTION 14.03
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No Payment When Senior Debt in Default
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64
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SECTION 14.04
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Payment Permitted in Certain Situations
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64
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SECTION 14.05
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Subrogation to Rights of Holders of Senior Debt
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64
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SECTION 14.06
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Provisions Solely to Define Relative Rights
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65
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SECTION 14.07
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Trustee to Effectuate Subordination
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65
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SECTION 14.08
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No Waiver of Subordination Provisions
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65
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SECTION 14.09
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Notice to Trustee
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66
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SECTION 14.10
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Reliance on Judicial Order or Certificate of Liquidating Agent
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67
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SECTION 14.11
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Trustee Not Fiduciary for Holders of Senior Debt
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67
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SECTION 14.12
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Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights
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67
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SECTION 14.13
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Article Applicable to Paying Agents
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67
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SECTION 14.14
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Certain Conversions or Exchanges Deemed Payment
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68
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SECTION 14.15
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Defeasance of This Article XIV
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68
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(1)
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the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;
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(2)
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all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;
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(3)
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all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States of America, and, except as otherwise expressly provided herein, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United States of America at the date of such computation;
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(4)
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unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Indenture; and
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(5)
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the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision of this Indenture.
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(i)
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resolution duly adopted by the Company’s board of directors establishing one or more series of Securities and authorizing the issuance of any Security or
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(ii)
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a resolution or action by a committee, officer or employee of the Company, establishing one or more series of Securities and/or authorizing the issuance of any Security, in each case, pursuant to a resolution duly adopted by the Company’s board of directors.
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(i)
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direct obligations of the government, or governments, that issued or caused to be issued such currency for the payment of which obligations its, or their, full faith and credit is pledged or
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(ii)
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obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such government, or governments, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, or governments, which, in either case under clause (i) or (ii), are not callable or redeemable at the option of the issuer thereof.
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(i)
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Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;
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(ii)
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Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;
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(iii)
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Securities as to which Defeasance has been effected pursuant to Section 13.02; and
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(iv)
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Securities which have been paid pursuant to Section 3.06 or issued in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company;
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(A)
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the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date of such determination upon acceleration of the Maturity thereof to such date pursuant to Section 5.02;
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(B)
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if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 3.01;
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(C)
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the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 3.01, of the principal amount of such Security (or, in the case of a Security described in clause (A) or (B) above, of the amount determined as provided in such clause); and
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(D)
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Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which the Trustee knows to be so owned shall be so disregarded.
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(i)
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all indebtedness of the Company, whether outstanding on the date hereof or hereafter created, incurred or assumed, which is for money borrowed, or evidenced by a note or similar instrument given in connection with the acquisition of any business, properties or assets, including securities,
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(ii)
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any indebtedness of others of the kinds described in the preceding clause (i) for the payment of which the Company is responsible or liable (directly or indirectly, contingently or otherwise) as guarantor or otherwise and
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(iii)
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amendments, renewals, extensions and refundings of any such indebtedness,
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(1)
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a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
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(2)
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a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
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(3)
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a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
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(4)
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a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
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(1)
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the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with and received by the Trustee at its Corporate Trust Office, or
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(2)
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the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to: the address last furnished in writing to the Trustee by the Company, or, if no such address has been furnished, Treasurer, Marathon Oil Corporation, 5555 San Felipe Road, Houston, Texas 77056-2723.
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No.____________
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$____________
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MARATHON OIL CORPORATION
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By
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Attest:
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Year
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Redemption
Price
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Year
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Redemption
Price
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Year
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Redemption Price
for Redemption Through
Operation of the Sinking
Fund
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Redemption Price
for Redemption Otherwise
Than Through Operation
of the Sinking Fund
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JPMORGAN CHASE BANK,
As Trustee
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By
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Authorized Signatory
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(i)
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established in an Establishment Action; or
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(ii)
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established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series.
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(1)
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the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series) and a statement that the Securities will be offered pursuant to this Indenture;
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(2)
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any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder) and the price (expressed as a percentage of the aggregate principal amount thereof) at which the Securities of the series will be issued;
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(3)
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the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
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(4)
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the date or dates on which the principal of any Securities of the series is payable;
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(5)
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the rate or rates at which any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment
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Dates on which any such interest shall be payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
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(6)
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the place or places where the principal of and/or any premium or interest on any Securities of the series shall be payable;
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(7)
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the period or periods within which, the price or prices at which, the currency or currencies (including currency units) in which and the other terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
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(8)
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the obligation, if any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
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(9)
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if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall be issuable;
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(10)
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if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index, pursuant to a formula or other method, the manner in which such amounts shall be determined;
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(11)
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if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.01;
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(12)
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if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
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(13)
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if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02;
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(14)
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if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated
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Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
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(15)
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if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.02 or Section 13.03 or both such Sections (or, if defeasible by another method, such other method) and, if other than by an action pursuant to a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;
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(16)
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if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.04 and any circumstances in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 3.05 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;
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(17)
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any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.02;
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(18)
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any addition to or change in the covenants set forth in Article X which applies to Securities of the series;
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(19)
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if the Securities are subordinate other than in accordance with Article XIV, such other subordination provisions;
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(20)
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If the Securities of the series are convertible into, or exchangeable for, other securities, the terms and conditions pursuant to which the Securities of the series will be convertible or exchangeable; and
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(21)
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any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5)).
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(1)
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if the form of such Securities has been established by an Establishment Action as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture;
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(2)
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if the terms of such Securities have been established by an Establishment Action as permitted by Section 3.01, that such terms have been established in conformity with the provisions of this Indenture; and
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(3)
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that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
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(1)
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Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.
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(2)
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Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless:
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(A)
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such Depositary
|
(i)
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has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or
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(ii)
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has ceased to be a clearing agency registered under the Exchange Act;
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(B)
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there shall have occurred and be continuing an Event of Default with respect to such Global Security; or
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(C)
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there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.01.
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(3)
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Subject to clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.
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(4)
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Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 3.04, 3.06, 9.06 or 11.07 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.
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(1)
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The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the
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following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon, the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section 1.06, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).
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(2)
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The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.
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(1)
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either
|
(A)
|
all such Securities theretofore authenticated and delivered (other than
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(i)
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Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and
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(ii)
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Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03)
|
(B)
|
all such Securities not theretofore delivered to the Trustee for cancellation
|
(i)
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have become due and payable, or
|
(ii)
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will become due and payable at their Stated Maturity within one year, or
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(iii)
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are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,
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(2)
|
the Company has paid or caused to be paid all other sums payable hereunder by the Company; and
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(3)
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the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to such Securities have been complied with.
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(1)
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default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; or
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(2)
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default in the payment of the principal of or any premium on any Security of that series at its Maturity; or
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(3)
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default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or
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(4)
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default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or
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(5)
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the entry by a court having jurisdiction in the premises of a decree or order
|
(A)
|
for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law;
|
(B)
|
adjudging the Company a bankrupt or insolvent or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law;
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(C)
|
appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property; or
|
(D)
|
ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days;
|
(6)
|
(A) the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State
|
(B)
|
the consent by the Company to the entry of a decree or order for relief in respect of it in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or the consent by it to the commencement of any bankruptcy or insolvency case or proceeding against it;
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(C)
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the filing by the Company of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law, or the consent by the Company to the filing of such petition;
|
(D)
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the consent by the Company to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property;
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(E)
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the making by the Company of an assignment for the benefit of creditors;
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(F)
|
the admission by the Company in writing of its inability to pay its debts generally as they become due; or
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(G)
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the taking of corporate action by the Company in furtherance of any such action;
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(7)
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any other Event of Default provided with respect to Securities of that series.
|
(1)
|
the Company has paid or deposited with the Trustee a sum sufficient to pay
|
(A)
|
all overdue interest on all Securities of that series,
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(B)
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the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities,
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(C)
|
to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and
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(D)
|
all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel;
|
(2)
|
all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.
|
(1)
|
default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or
|
(2)
|
default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof,
|
(1)
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such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series;
|
(2)
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The Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;
|
(3)
|
such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;
|
(4)
|
the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and
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(5)
|
no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series;
|
(1)
|
such direction shall not be in conflict with any rule of law or with this Indenture; and
|
(2)
|
the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.
|
(1)
|
in the payment of the principal of or any premium or interest on any Security of such series; or
|
(2)
|
in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.
|
(1)
|
the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, action, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
|
(2)
|
any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, and any resolution of the Board of Directors or Establishment Action may be sufficiently evidenced by a Board Resolution or Establishment Action, as the case may be;
|
(3)
|
whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;
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(4)
|
the Trustee may consult with counsel, and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;
|
(5)
|
the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;
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(6)
|
the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, action, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;
|
(7)
|
the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the
|
|
Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;
|
(8)
|
the Trustee shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; and
|
(9)
|
the Trustee is not required to take notice or deemed to have notice of any default or Event of Default hereunder, except any Event of Default under Section 5.01(1), (2) or (3), unless a Responsible Officer of the Trustee has actual knowledge thereof or has received notice in writing of such default or Event of Default from the Company or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities, and, in the absence of any such notice, the Trustee may conclusively assume that no such default or Event of Default exists.
|
(1)
|
to pay to the Trustee from time to time reasonable compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);
|
(2)
|
except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and
|
(3)
|
to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder and the costs and expenses of enforcing this right to indemnification.
|
(1)
|
the Trustee shall fail to comply with Section 6.08 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or
|
(2)
|
the Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Company or by any such Holder, or
|
(3)
|
the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,
|
(A)
|
the Company by a Board Resolution may remove the Trustee with respect to all Securities, or
|
(B)
|
subject to Section 5.14, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.
|
|
|
|
JPMORGAN CHASE BANK,
As Trustee
|
||
|
|
|
By
|
|
|
|
|
As Authenticating Agent
|
|
|
|
|
|
|
By
|
|
|
|
|
Authorized Officer
|
(1)
|
semi-annually, not later than June 30 and December 31 in each year, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as of a date no more than 15 days prior to the date such list is furnished; and
|
(2)
|
at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;
|
|
|
|
|
|
|
|
(1
|
)
|
|
(A)
|
|
the Company shall be the continuing corporation or:
|
|
|
|
|
|
|||
|
|
(B)
|
|
(i)
|
the successor corporation (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a state thereof; and
|
(ii)
|
such corporation shall expressly assume the due and punctual payment of the principal of and any premium and interest on all the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company;
|
(2)
|
the Company or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition and no event which
|
with the lapse of time, the giving of notice or both would constitute an Event of Default shall have occurred and be continuing.
|
(1)
|
to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or
|
(2)
|
to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or
|
(3)
|
to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
|
(4)
|
to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or
|
(5)
|
to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, including, without limitation, with respect to any of the provisions set forth in Article XIV; provided that any such addition, change or elimination
|
(A)
|
shall neither
|
(i)
|
apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor
|
(ii)
|
modify the rights of the Holder of any such Security with respect to such provision
|
(B)
|
shall become effective only when there is no such Security Outstanding; or
|
(6)
|
to secure the Securities of any series; or
|
(7)
|
to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or
|
(8)
|
to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to
|
provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
|
(9)
|
to make provision with respect to any conversion or exchange rights as contemplated by Section 3.01; or
|
(10)
|
to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (10) shall not adversely affect the interests of the Holders of Securities of any series in any material respect.
|
(1)
|
change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the coin or currency in which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or adversely affect any right of the Holder of any Security to require the Company to repurchase such Security or adversely affect any right to convert or exchange any Security as specified as contemplated by Section 3.01, or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders;
|
(2)
|
reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or
|
(3)
|
modify any of the provisions of this Section, Section 5.13 or Section 10.05, except to increase any percentage set forth in such Sections or to provide that certain other provisions of this Indenture cannot be modified or waived without
|
the consent of the Holder of each Outstanding Security affected thereby;
provided
,
however
, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.05, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8).
|
(1)
|
the Redemption Date,
|
(2)
|
the Redemption Price,
|
(3)
|
if less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed,
|
(4)
|
that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date,
|
(5)
|
the place or places where each such Security is to be surrendered for payment of the Redemption Price,
|
(6)
|
that the redemption is for a sinking fund, if such is the case, and
|
(7)
|
if applicable, the conversion price or exchange rate, the date on which the right to convert or exchange the Securities to be redeemed shall terminate and the place or places where such Securities may be surrendered for conversion or exchange, as the case may be.
|
(1)
|
may deliver Outstanding Securities of a series (other than any Securities previously called for redemption) and
|
(2)
|
may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities,
|
(1)
|
the rights of Holders of such Securities to receive, solely from the trust fund described in Section 13.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due,
|
(2)
|
the Company’s obligations with respect to such Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.03,
|
(3)
|
the rights, powers, trusts, duties and immunities of the Trustee hereunder and
|
(4)
|
this Article.
|
(1)
|
the Company shall be released from its obligations under Section 8.01(1)(B)(i) and any covenants provided pursuant to Section 3.01(18), 9.01(2) or 9.01(7) for the benefit of the Holders of such Securities,
|
(2)
|
the occurrence of any event specified in Sections 5.01(3), 5.01(4) (with respect to any of Section 8.01(1)(B)(i) and any such covenants provided pursuant to Section 3.01(18), 9.01(2) or 9.01(7)) and 5.01(7) shall be deemed not to be or result in an Event of Default, and
|
(3)
|
the provisions of Article XIV shall cease to be effective,
|
(1)
|
The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 6.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders of such Securities,
|
(A)
|
money in an amount (in such currency, currencies or currency unit or units in which the Securities of such series are payable), or
|
(B)
|
in the case of Securities denominated in Dollars, U.S. Government Obligations, or, in the case of Securities denominated in a Foreign Currency, Foreign Government Obligations, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or
|
(C)
|
a combination thereof,
|
(x)
|
any security which is
|
(i)
|
a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or
|
(ii)
|
an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,
|
(y)
|
any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.
|
(2)
|
In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that
|
(A)
|
the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or
|
(B)
|
since the date of this instrument, there has been a change in the applicable Federal income tax law,
|
(3)
|
In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur.
|
(4)
|
No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 5.01(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day).
|
(5)
|
Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act).
|
(6)
|
Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound.
|
(7)
|
Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940 (and any statute successor thereto) unless such trust shall be registered under such Act or exempt from registration thereunder.
|
(8)
|
The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.
|
(1)
|
any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding in respect of the Company or its property,
|
(2)
|
any proceeding for the liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or bankruptcy proceedings,
|
(3)
|
any assignment by the Company for the benefit of its creditors,
|
(4)
|
any other marshalling of the assets of the Company,
|
(1)
|
the Company shall default in the payment of any principal of or premium, if any, or interest on any Senior Debt when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or declaration or otherwise, or
|
(2)
|
an event of default occurs with respect to any Senior Debt permitting the holders thereof to accelerate the maturity thereof and written notice describing such event of default and requesting commencement of payment blockage on transactions as thereinafter described is given to the Company by the holders of Senior Debt,
|
(1)
|
the Company, at any time except during the pendency of any dissolution, winding-up, liquidation or reorganization of the Company, whether voluntary or involuntary or any bankruptcy, insolvency, receivership or other proceedings of the Company referred to in Section 14.02 or under the conditions described in Section 14.03, from making payments at any time of principal of or premium, if any, or interest on the Securities of such series, or
|
(2)
|
the application by the Trustee of any money deposited with it hereunder to the payment of or on account of the principal of or premium, if any, or interest on the Securities of such series or the retention of such payment by the Holders, if, at the time of such application by the Trustee, it did not have knowledge that such payment would have been prohibited by the provisions of this Article.
|
(1)
|
impair, as among the Company, its creditors other than holders of Senior Debt and the Holders of Securities of such series, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt, is intended to rank equally with all other general obligations of the Company), to pay to the Holders of Securities of such series the principal of (and premium, if any) and interest on the Securities of such series as and when the same shall become due and payable in accordance with their terms; or
|
(2)
|
affect the relative rights against the Company of the Holders of Securities of such series and creditors of the Company, as the case may be, other than the holders of Senior Debt; or
|
(3)
|
prevent the Trustee or the Holder of any Securities of such series from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Debt to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.
|
(1)
|
change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt, or otherwise amend or supplement in any manner Senior Debt or any instrument evidencing the same or any agreement under which Senior Debt is outstanding;
|
(2)
|
sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt;
|
(3)
|
release any Person liable in any manner for the collection of Senior Debt; and
|
(4)
|
exercise or refrain from exercising any rights against the Company and any other Person.
|
|
|
|
MARATHON OIL CORPORATION
|
||
|
|
|
By:
|
|
/s/ John T. Mills
|
|
|
John T. Mills
|
|
|
Chief Financial Officer
|
|
||
JPMORGAN CHASE BANK
|
||
|
|
|
By:
|
|
/s/ John G. Jones
|
|
|
John G. Jones
|
|
|
Vice President and Trust Officer
|
|
|
|
|
|
STATE OF TEXAS
|
|
§
|
|
|
|
|
§
|
|
|
COUNTY OF HARRIS
|
|
§
|
|
|
|
|
/s/ Nancy J. Fischer
|
Notary Public
|
|
|
|
|
|
STATE OF TEXAS
|
|
§
|
|
|
|
|
§
|
|
|
COUNTY OF HARRIS
|
|
§
|
|
|
|
|
/s/ Nikki N. Robertson
|
Notary Public
|
ONE SHELL PLAZA
|
|
ABU DHABI
|
|
HOUSTON
|
910 LOUISIANA
|
|
AUSTON
|
|
LONDON
|
HOUSTON, TEXAS
|
|
BEIJING
|
|
MOSCOW
|
77002-4995
|
|
BRUSSELS
|
|
NEW YORK
|
|
|
DALLAS
|
|
PALO ALTO
|
TEL +1 713.229.1234
|
|
DUBAI
|
|
RIO DE JANERIO
|
FAX +1 713.229.1522
|
|
HONG KONG
|
|
RYADH
|
www.BakerBotts.com
|
|
|
|
WASHINGTON
|
•
|
the Board will have taken all necessary corporate action to designate and establish the terms of such series of Debt Securities in accordance with the terms of the Indenture under which such Debt Securities will be issued, and such Debt Securities will not include any provision that is unenforceable;
|
•
|
the Indenture under which such Debt Securities will be issued will be qualified under the Trust Indenture Act of 1939, as amended; and
|
•
|
forms of Debt Securities complying with the terms of the Indenture under which such Debt Securities will be issued and evidencing such
|
[Logo of GLJ Petroleum Consultants, Ltd.]
|
GLJ
|
Petroleum
Consultants
|
Principal Officers:
Keith M. Braaten, P. Eng.
President & CEO
Jodi L. Anhorn, P. Eng.
Executive Vice President & COO
|
|
|
|
Officers / Vice Presidents:
Terry L. Aarsby, P. Eng.
Caralyn P. Bennett, P. Eng.
Leonard L. Herchen, P. Eng.
Myron J. Hladyshevsky, P. Eng.
Todd J. Ikeda, P. Eng.
Bryan M. Joa, P. Eng.
Mark Jobin, P. Geol.
John E. Keith, P. Eng.
John H. Stilling, P. Eng.
Douglas R. Sutton, P. Eng.
James H. Willmon, P. Eng.
|
|
|
|
NETHERLAND, SEWELL & ASSOCIATES, INC.
|
||
|
|
|
|
/s/ Danny D. Simmons
|
|
By:
|
|
|
|
|
Danny D. Simmons, P.E.
|
|
|
President and Chief Operating Officer
|
(Jurisdiction of incorporation
if not a U.S. national bank)
|
95-3571558
(I.R.S. employer
identification no.)
|
400 South Hope Street
Suite 400
Los Angeles, California
(Address of principal executive offices)
|
90071
(Zip code)
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
25-0996816
(I.R.S. employer
identification no.)
|
5555 San Felipe Street
Houston, Texas
(Address of principal executive offices)
|
77056-2723
(Zip code)
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Comptroller of the Currency
|
Washington, DC 20219
|
United States Department of the Treasury
|
|
Federal Reserve Bank
|
San Francisco, CA 94105
|
Federal Deposit Insurance Corporation
|
Washington, DC 20429
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
1.
|
A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
|
2.
|
A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
|
3.
|
A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).
|
4.
|
A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).
|
6.
|
The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).
|
7.
|
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
LIABILITIES
|
|
|
|
|
|
|
|
Deposits:
|
|
|
|
In domestic offices
|
|
811
|
|
Noninterest-bearing
|
|
811
|
|
Interest-bearing
|
|
0
|
|
Not applicable
|
|
|
|
Federal funds purchased and securities
|
|
|
|
sold under agreements to repurchase:
|
|
|
|
Federal funds purchased
|
|
0
|
|
Securities sold under agreements to repurchase
|
|
0
|
|
Trading liabilities
|
|
0
|
|
Other borrowed money:
|
|
|
|
(includes mortgage indebtedness
|
|
|
|
and obligations under capitalized
|
|
|
|
leases)
|
|
0
|
|
Not applicable
|
|
|
|
Not applicable
|
|
|
|
Subordinated notes and debentures
|
|
0
|
|
Other liabilities
|
|
246,334
|
|
Total liabilities
|
|
247,145
|
|
Not applicable
|
|
|
|
|
|
|
|
EQUITY CAPTIAL
|
|
|
|
|
|
|
|
Perpetual preferred stock and related surplus
|
|
0
|
|
Common stock
|
|
1,000
|
|
Surplus (exclude all surplus related to preferred stock)
|
|
1,121,832
|
|
Not available
|
|
|
|
Retained earnings
|
|
564,169
|
|
Accumulated other comprehensive income
|
|
2,260
|
|
Other equity capital components
|
|
0
|
|
Not available
|
|
|
|
Total bank equity capital
|
|
1,689,261
|
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
|
—
|
|
Total equity capital
|
|
1,689,261
|
|
Total liabilities and equity capital
|
|
1,936,406
|
|
(Jurisdiction of incorporation
if not a U.S. national bank)
|
95-3571558
(I.R.S. employer
identification no.)
|
400 South Hope Street
Suite 400
Los Angeles, California
(Address of principal executive offices)
|
90071
(Zip code)
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
25-0996816
(I.R.S. employer
identification no.)
|
5555 San Felipe Street
Houston, Texas
(Address of principal executive offices)
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77056-2723
(Zip code)
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(a)
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Name and address of each examining or supervising authority to which it is subject.
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Name
|
Address
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Comptroller of the Currency
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Washington, DC 20219
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United States Department of the Treasury
|
|
Federal Reserve Bank
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San Francisco, CA 94105
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Federal Deposit Insurance Corporation
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Washington, DC 20429
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2.
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Affiliations with Obligor.
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16.
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List of Exhibits.
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1.
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A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
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2.
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A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
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3.
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A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).
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4.
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A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).
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6.
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The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).
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7.
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A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
LIABILITIES
|
|
|
|
|
|
|
|
Deposits:
|
|
|
|
In domestic offices
|
|
811
|
|
Noninterest-bearing
|
|
811
|
|
Interest-bearing
|
|
0
|
|
Not applicable
|
|
|
|
Federal funds purchased and securities
|
|
|
|
sold under agreements to repurchase:
|
|
|
|
Federal funds purchased
|
|
0
|
|
Securities sold under agreements to repurchase
|
|
0
|
|
Trading liabilities
|
|
0
|
|
Other borrowed money:
|
|
|
|
(includes mortgage indebtedness
|
|
|
|
and obligations under capitalized
|
|
|
|
leases)
|
|
0
|
|
Not applicable
|
|
|
|
Not applicable
|
|
|
|
Subordinated notes and debentures
|
|
0
|
|
Other liabilities
|
|
246,334
|
|
Total liabilities
|
|
247,145
|
|
Not applicable
|
|
|
|
|
|
|
|
EQUITY CAPTIAL
|
|
|
|
|
|
|
|
Perpetual preferred stock and related surplus
|
|
0
|
|
Common stock
|
|
1,000
|
|
Surplus (exclude all surplus related to preferred stock)
|
|
1,121,832
|
|
Not available
|
|
|
|
Retained earnings
|
|
564,169
|
|
Accumulated other comprehensive income
|
|
2,260
|
|
Other equity capital components
|
|
0
|
|
Not available
|
|
|
|
Total bank equity capital
|
|
1,689,261
|
|
Noncontrolling (minority) interests in consolidated subsidiaries
|
|
—
|
|
Total equity capital
|
|
1,689,261
|
|
Total liabilities and equity capital
|
|
1,936,406
|
|