Marathon Oil (MRO)

Overview and Outlook

We acquired the 38 percent interest in MPC held by Ashland Inc. on June 30, 2005.  For additional information on the Acquisition, see Note 4 to the Consolidated Financial Statements.  Third quarter 2005 results benefited from full ownership of MPC.  We believe the outlook for the refining and marketing business is attractive in our core areas of operation and expect the levels of demand to remain high for the foreseeable future.  This acquisition increases our participation in the downstream business without the risks commonly associated with integrating a newly acquired business.

During the third quarter of 2005, our U.S. Gulf Coast operations were significantly impacted by Hurricanes Katrina and Rita.  Operationally, our oil and natural gas production facilities in the Gulf of Mexico sustained only minimal damage from these storms, and we have nearly returned to our pre-storm production levels in the Gulf of Mexico.  Our refining and transportation operations also sustained relatively minor damage and were able to resume operations within days after the storms, providing much needed transportation fuels to the markets we serve.

While these hurricanes disrupted our operations, resulting in a reduction in our third quarter upstream sales of approximately 20,000 barrels of oil equivalent per day (“boepd”) and a loss of approximately 40,000 barrels per day (“bpd”) of refinery throughput, we still had sound operating and financial performances during the quarter.  The consistent performance of both our upstream and downstream businesses allowed us to capture the value of continued high commodity prices and strong refining margins.

Overview and Outlook

We completed the acquisition of Ashland Inc.’s 38 percent interest in MAP, as well as two complementary businesses (“the Acquisition”).  The total purchase price, including debt assumed and $509 million of distributable cash, was approximately $4.4 billion.  With the completion of the Acquisition, MAP is now wholly owned by Marathon and its name will be changed to Marathon Petroleum Company LLC effective September 1, 2005.  In addition to acquiring Ashland’s minority interest in MAP, we acquired Ashland’s maleic anhydride business, including its plant located in Neal, West Virginia, adjacent to MAP’s Catlettsburg, Kentucky refinery; a portion of Ashland’s Valvoline Instant Oil Change business, consisting of 60 retail outlets located in Michigan and Ohio; and its interests in LOOP LLC and LOCAP LLC.  For additional information on the Acquisition, see Note 4 to the Consolidated Financial Statements.