SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Marathon Oil Corporation (formerly USX Corporation)
(Name of Issuer)
USX-Marathon Group Common Stock
(Title of Class of Securities)
565849106
(CUSIP Number)
February 28, 2002
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP: 565849106 Page 1 of 4
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Capital Research and Management Company
95-1411037
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NONE
6 SHARED VOTING POWER
NUMBER OF
SHARES
NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING
32,873,100
PERSON
WITH:
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,287,100 Beneficial ownership disclaimed pursuant to Rule 13d-4
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.6%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
CUSIP: 565849106 Page 2 of 4
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No.
Item 1(a) Name of issuer:
Marathon Oil Corporation (formerly USX Corporation)
Item 1(b) Address of issuer's principal executive offices:
5555 San Felipe Road
Houston, TX 77056-2723
Item 2(a) Name of person(s) filing:
Capital Research and Management Company
Item 2(b) Address or principal business office or, if none, residence:
333 South Hope Street
Los Angeles, CA 90071
Item 2(c) Citizenship: N/A
Item 2(d) Title of class of securities:
USX-Marathon Group Common Stock
Item 2(e) CUSIP No.:
565849106
Item 3 If this statement is filed pursuant to sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filings is a:
(e) [X] An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E).
Item 4 Ownership
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1.
See page 2
(a) Amount beneficially owned:
(b) Percent of class:
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
Capital Research and Management Company, an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940
is deemed to be the beneficial owner of 3,287,100 shares or 10.6%
of the 309,393,000 shares of USX-Marathon Group Common Stock
believed to be outstanding as a result of acting as investment
adviser to various investment companies registered under Section 8
of the Investment Company Act of 1940.
CUSIP: 565849106 Page 3 of 4
Item 5 Ownership of 5 percent or Less of a Class. If this statement is
being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than
5 percent of the class of securities, check the following: [ ]
Item 6 Ownership of More than 5% on Behalf of Another Person: N/A
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or
Control Person.: N/A
Item 8 Identification and Classification of Members of the Group: N/A
Item 9 Notice of Dissolution of Group: N/A
Item 10 Certification
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: March 8, 2002
Signature: *Paul G. Haaga, Jr.
Name/Title: Paul G. Haaga, Jr., Executive Vice
President
Capital Research and Management Company
*By /s/ James P. Ryan
James P. Ryan
Attorney-in-fact
Signed pursuant to a Power of Attorney dated January 9, 2002
included as an Exhibit to Schedule 13G filed with the
Securities and Exchange Commission by Capital Research and
Management Company on January 10, 2002 with respect to
HotJobs.Com, Ltd
CUSIP: 565849106 Page 4 of 4