Marathon Oil (MRO)

Effects of the Acquisition

The Acquisition had a significant impact on the June 30, 2005 consolidated balance sheet.  The Acquisition was accounted for under the purchase method of accounting.  As a result of applying that method of accounting, we established a new accounting basis for the tangible and identifiable intangible net assets of MAP to the extent of the 38 percent of MAP not previously owned by us, based on the estimated fair values of those net assets at June 30, 2005.  The accounting basis for the tangible and identifiable intangible net assets of the maleic anhydride and Valvoline Instant Oil Change businesses were based on the estimated fair values of those net assets at June 30, 2005.  Goodwill of $803 million was recorded based on the excess of the purchase price over the estimated fair values of the net assets acquired.  These estimated fair values are preliminary.

Net working capital decreased $3.250 billion as a result of the Acquisition, primarily as a result of $1.400 billion cash and receivables paid to Ashland as consideration in the Acquisition and the assumption of $1.920 billion in notes payable.  For additional information, see Note 4 to the Consolidated Financial Statements.

For a discussion of the effects of the Acquisition on liquidity and capital resources, see “Liquidity and Capital Resources”.