Marathon Oil (MRO)

Western Acquisition

On October 18, 2007, we completed the acquisition of all the outstanding shares of Western for cash and securities of approximately $5.8 billion.  Western shareholders received cash of 3.808 billion Canadian dollars and 34.3 million shares of Marathon common stock or securities exchangeable for Marathon common stock.  Western’s outstanding debt was approximately $1.1 billion at closing.  The acquisition will be accounted for under the purchase method of accounting and, as such, Marathon’s results of operations will include Western’s results from October 18, 2007.

Western’s primary asset is a 20 percent outside-operated interest in the Athabasca Oil Sands Project (“AOSP”), which includes the operating Muskeg River Mine and the Scotford Upgrader, located in the province of Alberta, Canada.  Western’s current net bitumen production from the Muskeg River Mine is approximately 31 mbpd.  The bitumen production from the Muskeg River Mine is taken by pipeline to the Scotford Upgrader, which uses hydro-conversion technology to upgrade the bitumen into a range of high-quality, synthetic crude oils.  A key attribute of this proposed acquisition is the ability to link future production from the AOSP developments with heavy oil upgrade projects at our refineries.   Western’s oil sands mining operations will be reported as a separate segment beginning in the fourth quarter of 2007.

Western also holds ownership interests in both operated and non-operated in-situ oil leases, including a 60 percent operated interest in a 26,000 gross acre project, a 100 percent operated interest in a 13,000 gross acre project, a 20 percent outside-operated interest in a 75,000 gross acre project and a 33 percent outside-operated interest in a 19,000 gross acre project.  The results of these exploration and production operations will be included in the E&P segment.

The above discussion contains forward-looking statements concerning the strategy to link oil sands production with heavy oil upgrade projects at our refineries.  This forward-looking information may prove to be inaccurate and actual results may differ materially from those presently anticipated.  Factors that could affect the potential heavy oil refining upgrading projects include transportation logistics, availability of materials and labor, inability or delay in obtaining necessary government and third-party approvals, and other risks customarily associated with construction projects.