Marathon Oil (MRO)

Refined Product Sales

The wholesale distribution of petroleum products to private brand marketers and to large commercial and industrial consumers and sales in the spot market accounted for 69 percent of our refined products sales volumes in 2007. We sold 49 percent of our gasoline volumes and 89 percent of our distillates volumes on a wholesale or spot market basis. Half of our propane is sold into the home heating market, with the balance being purchased by industrial consumers. Propylene, cumene, aromatics, aliphatics and sulfur are domestically marketed to customers in the chemical industry. Base lube oils, maleic anhydride, slack wax, extract and pitch are sold throughout the United States and Canada, with pitch products also being exported worldwide. We market asphalt through owned and leased terminals throughout the Midwest, upper Great Plains, Gulf Coast and southeastern regions of the United States. Our customer base includes approximately 750 asphalt-paving contractors, government entities (states, counties, cities and townships) and asphalt roofing shingle manufacturers.

We have blended ethanol with gasoline for over 15 years and increased our blending program in 2007, in part due to renewable fuel mandates. We blended 41 mbpd of ethanol into gasoline in 2007 and 35 mbpd in both 2006 and 2005. The future expansion or contraction of our ethanol blending program will be driven by the economics of the ethanol supply and changes in government regulations. We sell reformulated gasoline in parts of our marketing territory, primarily Chicago, Illinois; Louisville, Kentucky; northern Kentucky; Milwaukee, Wisconsin and Hartford, Illinois, and we sell low-vapor-pressure gasoline in nine states. We also sell biodiesel in Minnesota, Illinois and Kentucky.

As of December 31, 2007, we supplied petroleum products to about 4,400 Marathon branded-retail outlets located primarily in Ohio, Michigan, Indiana, Kentucky and Illinois. Branded retail outlets are also located in Georgia, Florida, Minnesota, Wisconsin, North Carolina, Tennessee, West Virginia, Virginia, South Carolina, Alabama, Pennsylvania, and Texas. Sales to Marathon-brand jobbers and dealers accounted for 16 percent of our refined product sales volumes in 2007.

Speedway SuperAmerica LLC (“SSA”), our wholly-owned subsidiary, sells gasoline and diesel fuel primarily through retail outlets that we operate. Sales of refined products through these SSA retail outlets accounted for 15 percent of our refined products sales volumes in 2007. As of December 31, 2007, SSA had 1,636 retail outlets in nine states that sold petroleum products and convenience store merchandise and services, primarily under the brand names “Speedway” and “SuperAmerica.” SSA’s revenues from the sale of non-petroleum merchandise totaled $2.796 billion in 2007, compared with $2.706 billion in 2006. Profit levels from the sale of such merchandise and services tend to be less volatile than profit levels from the retail sale of gasoline and diesel fuel. SSA also operates 59 Valvoline Instant Oil Change retail outlets located in Michigan and northwest Ohio.

Pilot Travel Centers LLC (“PTC”), our joint venture with Pilot Corporation (“Pilot”), is the largest operator of travel centers in the United States with 286 locations in 37 states and Canada at December 31, 2007. The travel centers offer diesel fuel, gasoline and a variety of other services, including on-premises brand-name restaurants at many locations. Pilot and Marathon each own a 50 percent interest in PTC.

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Table of Contents

Index to Financial Statements

Our retail marketing strategy is focused on SSA’s Midwest operations, additional growth of the Marathon brand and continued growth for PTC.

Refined Product Sales

The wholesale distribution of petroleum products to
private brand marketers and to large commercial and industrial consumers and sales in the spot market accounted for 69 percent of our refined products sales volumes in 2007. We sold 49 percent of our gasoline volumes and 89 percent of our
distillates volumes on a wholesale or spot market basis. Half of our propane is sold into the home heating market, with the balance being purchased by industrial consumers. Propylene, cumene, aromatics, aliphatics and sulfur are domestically
marketed to customers in the chemical industry. Base lube oils, maleic anhydride, slack wax, extract and pitch are sold throughout the United States and Canada, with pitch products also being exported worldwide. We market asphalt through owned and
leased terminals throughout the Midwest, upper Great Plains, Gulf Coast and southeastern regions of the United States. Our customer base includes approximately 750 asphalt-paving contractors, government entities (states, counties, cities and
townships) and asphalt roofing shingle manufacturers.

We have blended ethanol with gasoline for over 15 years and increased our blending
program in 2007, in part due to renewable fuel mandates. We blended 41 mbpd of ethanol into gasoline in 2007 and 35 mbpd in both 2006 and 2005. The future expansion or contraction of our ethanol blending program will be driven by the economics of
the ethanol supply and changes in government regulations. We sell reformulated gasoline in parts of our marketing territory, primarily Chicago, Illinois; Louisville, Kentucky; northern Kentucky; Milwaukee, Wisconsin and Hartford, Illinois, and we
sell low-vapor-pressure gasoline in nine states. We also sell biodiesel in Minnesota, Illinois and Kentucky.

As of December 31, 2007,
we supplied petroleum products to about 4,400 Marathon branded-retail outlets located primarily in Ohio, Michigan, Indiana, Kentucky and Illinois. Branded retail outlets are also located in Georgia, Florida, Minnesota, Wisconsin, North Carolina,
Tennessee, West Virginia, Virginia, South Carolina, Alabama, Pennsylvania, and Texas. Sales to Marathon-brand jobbers and dealers accounted for 16 percent of our refined product sales volumes in 2007.

Refined Product Sales

        MAP sells reformulated gasoline in parts of its marketing territory, primarily Chicago, Illinois; Louisville, Kentucky; northern Kentucky; and Milwaukee, Wisconsin. MAP also sells low-vapor-pressure gasoline in nine states.

        As of December 31, 2004, MAP supplied petroleum products to about 3,900 Marathon and Ashland branded retail outlets located primarily in Michigan, Ohio, Indiana, Kentucky and Illinois. Branded retail outlets are also located in Florida, Georgia, Wisconsin, West Virginia, Tennessee, Minnesota, Virginia, Pennsylvania, North Carolina, Alabama, and South Carolina.

        SSA sells gasoline and diesel fuel through company-operated retail outlets. As of December 31, 2004, SSA had 1,669 retail outlets in nine states that sold petroleum products and convenience store merchandise and services, primarily under the brand names "Speedway" and "SuperAmerica." SSA's revenues from the sale of non-petroleum merchandise totaled $2.3 billion in 2004, compared with $2.2 billion in 2003. Profit levels from the sale of such merchandise and services tend to be less volatile than profit levels from the retail sale of gasoline and diesel fuel.

        Pilot Travel Centers LLC ("PTC"), a joint venture with Pilot Corporation ("Pilot"), is the largest operator of travel centers in the United States with approximately 250 locations in 35 states at December 31, 2004. The travel centers

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offer diesel fuel, gasoline and a variety of other services, including on-premises brand name restaurants. Pilot and MAP each own a 50 percent interest in PTC.

        MAP's retail marketing strategy is focused on SSA's Midwest operations, additional growth of the Marathon brand, and continued growth for PTC.