Marathon Oil (MRO)

There are various risks inherent with our acquisition of Western, including risks related to operations and profitability.

Our acquisition of Western involves various risks.  In particular, we may have assumed unknown liabilities in the acquisition and we are subject to various operating risks inherent with producing Canadian oil sands. Also, we are operating in a high-cost environment for oil sands production and may not realize the anticipated financial returns from the acquisition.  In addition, future changes in laws and regulations, such as royalty and tax regulations, may adversely affect us.  For example, on October 25, 2007, the Government of the Province of Alberta announced a framework (the “Framework”) for a new royalty regime on oil sands production.  The Framework contemplates increases to the base or start-up royalty rate (from 1 percent to up to 9 percent) and the net or post-payout royalty rate (from 25 percent to up to 40 percent) on oil sands production.  The Framework is expected to take effect in January 2009 and will apply to existing oil sands projects.  Although the Framework has not yet been formally enacted, its implementation in the manner presented by the Government of the Province of Alberta could have a negative impact on our Canadian oil sands operations and our anticipated financial returns from the acquisition.

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