Howard Weil Energy Conference

March 28, 2011

Clarence P. Cazalot, Jr.

President and CEO
Forward--Looking Statement
Forward
Except for historical information, this presentation contains forward-looking information including, but not limited to, the timing and levels
of the Company's worldwide liquid hydrocarbon and natural gas production, synthetic crude production, Droshky, Ozona, Gunflint, Angola
and other existing and potential development projects, anticipated future exploratory and development drilling activity in Poland and other
countries, potential developments in Indonesia, the possibility of a new significant resource base in Kurdistan, expansion plans for oil sands
mining,
i i th Detroit
the D t it Heavy
H Oil Upgrade
U d project,
j t plans
l t move forward
to f d with
ith spinning
i i off ff Marathon
M th Oil Corporation’s
C ti ’ downstream
d t b i
business
into a separate publically traded company and the capital spending forecast. These statements are subject to risks and uncertainties that
could cause actual results to differ materially from those expressed or implied from such information. In accordance with the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995, Marathon Oil Corporation has included in its Annual Report on Form 10-K
for the year ended December 31, 2010, and subsequent 8-K, cautionary language identifying important factors, though not necessarily all
such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements.

See definitions of terms used throughout this presentation in the Appendix.

Cautionary Note to U.S. Investors – The United States Securities and Exchange Commission (SEC) permits oil and gas companies, in their filings with the SEC, to
d l
disclose only
l proved,d probable,
b bl or possible
bl reserves that
h a company has h demonstrated
d d by
b actuall production
d or conclusive
l f
formation tests to be
b economically
ll andd
legally producible under existing economic and operating conditions. Marathon Oil Corporation uses certain terms in this presentation to refer to reserves other
than proved, probable, or possible reserves, which the SEC’s guidelines strictly prohibit us from including in filings with SEC. These terms include resource base, net
resource potential, net unrisked resource potential, gross unrisked potential and other similar terms, which are not yet classified as proved, probable, or possible
reserves. U.S. investors are urged to consider closely the disclosures in Marathon's periodic filings with the SEC, available from us at 5555 San Felipe, Houston, Texas
77056 and the Company's
Compan 's website
ebsite at www.marathon.com.
marathon com You Yo can also obtain this information from the SEC by b calling 1-800-SEC-0330.
1 800 SEC 0330

2
Writing the Next Chapter for The Ohio Oil Company

 Well positioned versus peers

 Strong balance sheets
 Experienced and focused management teams
 Enhanced flexibility to pursue tailored strategies
 Expanded growth opportunities
 Superior transparency – improved investor focus

Focused on Shareholder Value

3
Proved Reserves
EOY 2010

4,000

3 500
3,500

3,000

2 500
2,500
MMBOE

2,000

1,500

1,000

500

0
MRO HES EOG ECA TLM NBL MUR
OXY APA DVN APC CHK MRO
Source: Company annual reports 13:1 6:1
BOE volume based on 6:1 and 13:1 gas/oil ratio
MRO & MUR include Oil Sands Mining Operations
4
Proved Reserves - % Liquids
EOY 2010

100%

80%

60%
% Liquids

40%

20%

0%
OXY MRO HES MUR APC APA DVN TLM NBL EOG CHK ECA
Source: Company annual reports
BOE volume based on 6:1 gas/oil ratio
MRO & MUR include Oil Sands Mining Operations
5
Upstream Adjusted Income, $/BOE
Yr. 2010

20
18
16
14
OE
ncome,$/BO

12
10
8
In

6
4
2
0
OXY MRO HES APA CHK MUR DVN NBL APC ECA TLM EOG
Source: Company annual reports
BOE volume based on 6:1 oil/gas ratio
MRO upstream includes after tax income of E&P, OSM & Integrated Gas. MUR includes OSM. MRO, MUR & HES exclude R&M
6
 Upstream Portfolio
UK
Canada  Brae
 Oil Sands Mining  Foinaven Norway
 In-situ  Alvheim
 Vilje
 Volund

Kurdistan
United States  4 Blocks
 Bakken Poland
 Anadarko Woodford  2.3 MM Acres
 DJ Basin
 Eagle Ford
 Rocky Mountain Oil
 Alaska Indonesia
 Permian Basin
 Haynesville Lib
Libya  3 Blocks
 Piceance  Faregh
 Dahra Jofra
 NC-98
Gulf of Mexico  North Gialo
 Droshky
 Petronius West Africa
 Ewing Bank  EG
 Neptune  Angola
 Ozona
 Gunflint
 Shenandoah Base Assets
 Stones
Growth Assets
Impact Exploration

7
MRO – Marathon Oil Corporation
Key Strategies

 Maximize value from existingg base assets

8
Base Assets

 Characterized by safe and reliable operations

 Stable base p
production 2010 - 2015 averages
g ~380 MBOED
 Averages 66% liquids

 CAPEX ~$1.5B per year

 Constantly seek to reduce costs and optimize portfolio
 Generate substantial free cash flow

US Conventional Equatorial Guinea North Sea Oil Sands Mining Gulf of Mexico Libya

9
MRO – Marathon Oil Corporation
Key Strategies

 Maximize value from existingg base assets

 Establish profitable-sustainable growth in reserves and production

10
Growth Assets and Opportunities

 Shift from few large projects to lower risk and scalable resource plays
 Select deepwater
p p
projects
j ongoing
g g
 Technical excellence and project execution are key success factors
 Focused on liquids
 Retain upside for mid to long term natural gas
 Constantly high-grade
high grade and focus portfolio
 Disciplined CAPEX spend $1.5B-$2.5B per year

11
Growth Assets
Net Production

 Production grows greater than 25% CAGR

 Production mix averages
g 72% liquids
q
 CAPEX spend ~$1.5-$2.5B per year

Y10 Y11 Y12 Y13 Y14 Y15

Liquids
q Gas

Growth assets include Angola, select Gulf of Mexico, Bakken, Anadarko Woodford, DJ Basin (Niobrara), Eagle Ford, Piceance, and Haynesville/Bossier

12
Focus on North American Liquids Growth
2007 2011
CAPEX Focus
$1,400MM* $1,900MM*
Natural Gas
LHC

8%
40%

60%
92%

24% Increase in liquids production

2007 2011
63,000 BPD 78,000 BPD

*Excludes impact exploration CAPEX

13
U.S. Liquids-
Liquids-Rich Shale Plays
Based on Net Acreage, 000s Acres

3,000

2,500

2,000
000s acress

1,500

1 000
1,000

500

0
A B C D E F MRO G H I J K
Source: The most recent available public sources including investor presentations, analyst reports, SEC filings, and earnings call transcripts as of year end 2010
Plays included: Bakken, DJ Basin (Niobrara), Anadarko Woodford, Eagle Ford, Granite Wash, Wolfberry, and Barnett
Comparator group includes; APA, APC, CHK, DVN, ECA, EOG, HES, MUR, NBL, OXY, and TLM

14
 Growth Assets
Liquids Rich Resource Plays

Resource Play Total

In-situ •~791,000 net acres
•~50,000
•~50 000 net acres •~1,750
~1 750 nett wells
ll
•Birchwood (13,000 net acres) • Significant down-spacing upside
•Appraisal program early 2011 •Acreage acquisition ongoing

Bakken Well Metrics

•Well Cost**: ~$6.0-$7.0MM Bakken Shale
•30-Day IP: ~250-600 BOED
•~391,000 net acres
•~280 -500 MBOE/well
•~450 net wells
•Acreage acquisition ongoing
Woodford Well Metrics *
•Well Cost**: ~$7.5MM
DJ Basin (Niobrara) •30-Day IP: ~600-900 BOED
•~177,000 net acres •~750-1,000 MBOE/well
•~600 net wells Anadarko Woodford Shale
•Acreage acquisition ongoing •~94,000 net acres
••~350
350 net wells
•Acreage acquisition ongoing Eagle Ford Well Metrics *
DJ Basin Well Metrics * •Well Cost**: ~$5.5MM
•Well Cost**: ~$4.0MM •30-Day IP: ~350-400 BOED
•30-Day IP: ~200-300 BOED Eagle Ford Shale •~250-400 MBOE/well
•~250-300 MBOE/well •~79,000 net acres
••~350
350 net wells
•Acreage acquisition ongoing
*Industry basin average resource per well
**Well cost includes facilities costs
15
This page intentionally left blank

16
Bakken Shale

Diomedes

Cazador

Myrmidon
Menelaus Aeneas
Elk Creek Helen
Fort
Paris Berthold
Hector Reservation

Ajax

17
Bakken Shale

Bakken Shale Summary Projected Well Stats

Net acres 391,000 EUR 280-500 MBOE

Average MRO-op WI 81% 30-Day IP 250-600 BOED

Average OBO WI 17% Well & facility costs $6-$7 MM

Potential locations 450 Operating cost (FLC) $5-$6/BOE

190 Total discount to WTI $6-$8 / BBL

Resource potential
MMBOE

Average well spacing 420 – 640 acres Net development costs $15-$20/BOE

MRO Bakken Average Annual Net Production

(MBOED)
22
10 13
6

2008 2009 2010 2013E

Exited 2010 with ~15,000 BOED Net Production

18
Anadarko Woodford Shale Window
Expanding Legacy Position in Liquids

19
Anadarko Woodford Shale
Expanding Legacy Position in Liquids

Anadarko Woodford Shale Summary Projected Well Stats

Net acres 94,000 EUR 750-1,000 MBOE

Average MRO-op WI 60% 30-Day IP 600-900 BOED

Average OBO WI 15% Well & facility costs $7.5 MM

Potential locations 350 Spud-to-spud 45 Days

Resource potential 300 MMBOE

Operating costs (FLC) $2-$3/BOE

Average well spacing 160 acres

Net development
d l costs $ $ /
$10-$15/BOE

 Increased program activity

 3 rigs currently → 8 rigs by year
year-end
end 2011
 50-60 net wells per year by 2013
 Industry returns among highest of domestic resource plays
 Exited 2010 at ~1,500 BOED
 Estimate peak rate > 30,000 BOED by 2015

20
Eagle Ford Shale
New Liquids Play Entry

21
Eagle Ford Shale
New Liquids Play Entry

Eagle Ford Shale Summary Projected Well Stats

Net acres 79,000

, EUR 250-400 MBOE

Average MRO-op WI 94% 30-Day IP 350-400 BOED

Average OBO WI N/A Well & facility costs $5.5 MM

Potential locations 350 Spud-to-spud 35 Days

Resource potential 110 MMBOE Operating costs (FLC) $5-$6/BOE

Average well spacing 160 acres Net development costs $18-$25/BOE

 Option to acquire ~75,000 net acres

 High interest – 94% WI
 Consolidated position
 Drill and complete 4 wells in 2011 to evaluate acreage potential
– Risk reduced with option to purchase remaining acreage
 2 rigs in 2011 → 6 rigs in 2013
 Estimated peak rate > 15,000 BOED
22
DJ Basin (Niobrara)
New Frontier Growth Play
DJ BASIN
Denver, CO

23
DJ Basin (Niobrara)
New Frontier Growth Play

DJ Basin Summary Projected Well Stats

Net acres 177,000 EUR 250-300 MBOE

Average MRO-op WI 75% 30-Day IP 200-300 BOED

Average OBO WI 15% Well & facility costs $4 MM

Potential locations 600 Spud-to-spud 25 days

Resource potential 125-175 MMBOE Operating costs (FLC) $5-$6/BOE

Net development costs $15-$20/BOE

Average well spacing 160 acres

 Path forward
 Acquire
q additional acreage
g
– Targeting 200,000 total net acres
 Acquire 2D and 3D seismic data
 Drill and complete
p initial exploration
p wells
– Rig being delivered in April
– 8-12 wells in 2011
24
Retained Natural Gas Upside

Natural Gas Resources

• Acreage primarily held by production

Powder River Basin

•~40 MMBOE net resource potential

Piceance Basin
•~160 MMBOE net resource potential
Oklahoma Conventional
•~260
260 MMBOE net resource potential

East Texas Conventional Haynesville/Bossier Shale

•~250 MMBOE net resource potential
•~135 MMBOE net resource potential

Net resource potential represents P90 (high side) case

Additional Significant Long-term Upside from EG LNG

25
MRO – Marathon Oil Corporation
Key Strategies

 Maximize value from existingg base assets

 Establish profitable-sustainable growth in reserves and production
 Create significant
g value through
g impact
p exploration
p

26
Impact Exploration

 CAPEX ~ $0.5B* per year

 Targeting
g g > 10 wells per
p
year
 Impact focus areas
 Gulf of Mexico
 Kurdistan Region of Iraq
 Poland
 Indonesia
 Potential new entry

Si ifi
Significant P
Potential
i lVValue
l
* Does not include exploration/exploitation in base assets or growth assets, or development capital for exploration success

27
 Gulf of Mexico

 ~21 Prospects with net unrisked resource

 44% Miocene
 56% Paleogene
 Plan to operate 65%

MIOCENE

Innsbruck Gunflint
Shelf MC 993, 85% WI
MC 948 12.5% WI

Deepwater

Exploration Leases
Discoveries
Neptune
30% WI Producing Leases
2011 Possible Exploration
Well
PALE O G E N E 2011 Possible Appraisal
D illi
Drilling

28
Kurdistan Region of Iraq

29
Kurdistan Region of Iraq

 New Impact Entry

 Announced October 20, 2010
 Position in four exploration blocks
 High potential, world class, under-explored onshore oil play
 One
O off th
the last
l t onshore
h regions
i with
ith a significant
i ifi t resource potential
t ti l per prospectt
 Potential to establish oil production in short to mid-term

30
Kurdistan Region of Iraq

 3 BBOE Gross Unrisked Potential

 Stacked pay
 4-way surface anticlines
 Production sharing contracts
 2 wells in testing phase
– 1 in Sarsang
– 1 in Atrush
 Harir and Safen
– 2011 seismic acquisition
– 2012 initiate drilling
Block MRO WI Gross Acres
Harir 100 174,200
Safen 100 104,800
Sarsangg 25 303,000
,
Atrush 20 66,500 Atrush #1
31
Poland

 Shale gas potential

 Lower Paleozoic shales
 100 – 600’ thick
 8,000 – 13,000’ drill depth
 11 concessions
 Total 2.3 million net acres
 2D Seismic & 1 well
commitment per block in
exploration phase
 5+ year concessions
 2011
2011: Acquire
A i seismici i and
d
Drill 1-2 wells in Q4
 2012: Drill 7-8 wells

32
MRO – Marathon Oil Corporation
Key Strategies

 Maximize value from existingg base assets

 Establish profitable-sustainable growth in reserves and production
 Create significant
g value through
g impact
p exploration
p
 Maintain strong balance sheet and capital discipline
 Payy competitive
p dividend

33
What Distinguishes MRO?

 Large
g and stable base assets provide
p significant
g earnings
g and free cash flow
 Leveraged to liquids with retained natural gas upside
 Disciplined
p and sustainable reserve/production
/p ggrowth ((3-5% CAGR))
 Very strong financial position
 Spending
p g linked to cash flow ggeneration
 Top quartile financial and shareholder returns

Focused on Total Shareholder Returns

34
Spin--off Details
Spin

 Marathon Board of Directors approved plans for moving forward with the
spin-off of the Downstream Business
 Results in two strong highly focused energy companies
 Marathon Oil Corporation (MRO)
 Marathon Petroleum Corporation (MPC)

 Each Marathon shareholder will receive 1 share MPC for every 2 shares MRO
 Tax ruling request submitted to the IRS
 Transaction expected to be effective June 30, 2011
 The following slides are predicated on the pending spin-off
spin off

35
Forward--Looking Statement
Forward

The following portion of the presentation contains forward-looking statements with respect to the
plans to move forward with spinning off Marathon Oil Corporation's downstream business into a
separate publicly traded company thus creating two independent companies. Some factors that could
potentially affect these forward-looking statements include board approval, receipt of a favorable
private letter ruling from the IRS and a registration statement declared effective by the SEC. Other
forward-looking statements include the Detroit Refinery Heavy Upgrade Project, which could be
affected by transportation logistics, availability of materials and labor, unforeseen hazards such as
weather conditions, delays in obtaining or imposed by necessary government and third-party
approvals, and other risks customarily associated with construction projects. In accordance with the
"safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, Marathon Oil
Corporation has included in its Annual Report on Form 10-K for the year ended December 31, 2010,
and subsequent Forms 8-K, cautionary language identifying other important factors, though not
necessarily all such factors, that could cause future outcomes to differ materially from those set forth
in the forward-looking statements.

36
MPC - Marathon Petroleum Corporation
Positioned to be the premier US Independent Refiner

 Strong across the full downstream value chain

37
Marathon Petroleum Corporation (MPC)
Focused and Integrated Asset Base – Flexibility to Achieve Peer-Leading Results

Refineries

Terminals Pipelines

Coastal water terminals Inland water terminals

Speedway Brand Marketing

Refineries Pipelines Terminals
Inland water Coastal water
terminals terminals Marketing Area

38
MPC Relative Refining Position
(MB/D) U.S. Crude Refining Capacity (1) (#) # of U.S. Refineries (1)
3 000
3,000 15 13
2,000 11
1,962
1,951
2,000 10
1,401 7 7
1,1421,114 6 6 6 6
941 823 5
1,000 755 675 665 5 3 3

0 0

Tesoro
noco
alero
xxon
BP

vron

Citgo
noco
SShell
MPC
MPC

Citgo
noco

Valero

xxon

Tessoro

BP

SShell

vron

noco
MPC

MPC
M
M

M
Chev
Con

Sun

Chev
Ex

C
Va

Con

Sun
Ex
(MB/D) Average Crude Capacity of (NCI) Nelson Complexity Index (1)
279
U.S. Refineries (1)
300 15.0
252 13.5
233 225 12.9 12.6
12 6
190 188 186 178 11.7 11.7
200 11.2 10.8
154 10.5 10.5
137 9.5
10.0
95 8.0
100

0 5.0
Citgo

Valero

Shell
MPC

MPC
Exxon

BP
Sunoco

Chevron

Conoco

Tesoro

Chevron

Citgo
Valero
Shell

MPC
MPC
Exxon

BP

Conoco

Tesoro
Sunoco
(1) O&GJ U.S. Refining Survey, data as of 1/1/2011. Owned interest of joint ventures are included in company Majors and Integrateds
statistics: Conoco includes 50% WRB, Exxon includes 50% Chalmette, BP includes 50% BP-Husky Toledo, Shell MPC
includes 50% Deer Park and Motiva. Sunoco data does not include the Eagle Point refinery which was shut down in MPC w/Garyville @ 464 MBPD
2009. Valero data does not include the Paulsboro refinery which was sold to PBF in December 2010. Independent Refiners
39
MPC's Extensive Retail Network
Industry-Leading Retail Operation

 Speedway
87  4th largest U.S. owned/operated
63
c-store chain
89 306
 Over 1,350 stores
775  ~2.0 million customers/day
27
470  Located in 7 states
Speedway 94 235 1
887 60
Brand 457 650
109 136
130
601
178 301  Marathon branded gasoline
 Independent entrepreneurs
100  ~5,100 branded locations
137 289  Located in 18 states

Store counts as of 12/31/10

40
MPC's Logistical Assets vs. Peers MPC's Midwest Refined Products
Logistics
g System
y
Sunoco/
MPC Valero Tesoro Sun
Logistics(a)
Pipeline Volume 2,123** 178 128 1,322
(MB/D)*

Pipeline Miles * 3,532*** 665 870 6,039

Terminals 84*** NR
N.R. 21 43

Transports 122*** N.R. Operate None for

proprietary products
trucks

Marine Fleet 14*** N.R. N.R. N.R.

towboats
168***
Barges
 System logistics and processing flexibility
allow:
Railcars 1,760*** N.R. utilize N.R.  Optimizing overall production volume and
own/lease railcars grade mix
 Running refineries at constraints
* common carrier pipelines
** through 9/30/10 which includes Minnesota assets sold on 12/1/10  Adjusting to changing market values for
*** as of 12/31/10 which excludes Minnesota assets sold on 12/1/10 crude feedstocks and products
crude,
(a) Sunoco owns 33.2% of Sunoco Logistics
N.R. = Not Reported  Responding to supply disruptions and
Sources: Company 2009 10Ks; FERC Form No. 6 ; MPC Form 10 filed with SEC on January 25, 2011 opportunities
41
Marathon Petroleum Corporation
Positioned to be the premier US Independent Refiner

 Strong across the full downstream value chain

 Well positioned geographically/operational flexibility and logistics

42
Midwest/PADD II Net Short Supply Position
Enhances Margin Opportunities
 The incremental barrel in PADD II is 2015
shipped from PADD III, so product
prices in PADD II should retain a
p
premium to the USGC/PADD III

 Refinery utilization rates in PADD II

have traditionally been higher than
in other PADDs
0.9 MMB/D or 18% of demand
 Product stocks have stayed
relatively lean in PADD II compared P
Percentage
t off C
Capacity
it by
b PADD
to the other PADDs
60%
53%
49%
47%
 TEPPCO Pipeline has raised tariffs 40%

for shipping products into PADD II 21%

20% 18%
8%
 PADD II refiners are also 0%
4%

advantaged by having better access PADD I PADD II PADD III PADD IV PADD V

to cheaper Canadian crude oil I d t Distribution

Industry Di t ib ti MPC w/DHOUP
/DHOUP & w/o
/ SPP
Source: Marathon Economics Source: DOE, data as of 1/1/2011

MPC has the highest Midwest exposure of all the major refining competitors
43
MPC Well Positioned to Capture Oil Sands Economics
Advantaged Location Should Lead to Higher Relative Profitability

Hardisty

~ $5.50/BBL
Hardisty to
~ $7.35/BBL Detroit
Hardisty to USGC

Detroit Value vs. USGC Refineries for Chicago

Canadian Heavy Processing

Wood Patoka
$/BBL River

Laid-in Crude Cost 1.85 ~ $1.70/BBL

H
Houston to Chicago
Chi
Higher Product Value 1.90*
Total Advantage 3.75
Houston Port Arthur

* Includes $0.20 time value of money to ship a light

product barrel from Houston to Chicago

44
Marathon Petroleum Corporation
Positioned to be the premier US Independent Refiner

 Strong across the full downstream value chain

 Well positioned geographically/operational flexibility and logistics
 Major refining investments nearly complete

45
Garyville Operating Efficiencies

 Base
B Garyville
G ill refinery,
fi 2008 SSolomon
l survey
 Best U.S. cash cost operating expense
 Second-best U.S. Energy Intensity Index

 Garyville Major Expansion Project (GME) expected to improve overall

fixed cash cost by 20% per barrel at the Garyville refinery

46
Detroit Heavy Oil Upgrade Project
 Positioned to capitalize on Canadian oil
sands production
 Increases heavy oil capacity an additional
80,000 B/D,
/ including ““difficult
ff to process””
Canadian crudes
 Crude capacity increases ~15,000 B/D
 28,000 B/D delayed coker and 36,000 B/D
distillate hydrotreater (DHT)
 DHT will provide feed
and
d cetane flexibility
fl ibili
 Commenced construction
June 2008, completion
expected in 2H 2012
 $2.2 B* project; $1.27 B*
capitalized as of
December 3131, 2010

*Excludes capitalized interest

47
WCS vs. LLS
Annual Pre-Tax Feedstock Savings*
800

600 653
557 573
$MM

400
410

200 260

0
2006 2007 2008 2009 2010
WCS vs. LLS Price Differential ($22.38) ($25.68) ($22.94) ($12.20) ($17.34)

WCS vs.
vs LLS Tariff Differential $3 30
$3.30 $3 30
$3.30 $3 30
$3.30 $3 30
$3.30 $3 30
$3.30

Net Feedstock Savings ($19.08) ($22.38) ($19.64) ($8.90) ($14.04)

*Savings based on 80 MBD WCS – Western Canadian Select LLS – Louisiana Light Sweet

DHOUP Driven by Lower Feedstock Cost

48
Marathon Petroleum Corporation
Positioned to be the premier US Independent Refiner

 Strong across the full downstream value chain

 Well positioned geographically/operational flexibility and logistics
 Major refining investments nearly complete
 Consistently a top performer on an operating income per barrel basis

49
Industry--Leading Profitability
Industry
(Pre-tax Adjusted Domestic Operating Income per Barrel of Crude Oil Throughput)

15

MPC
10
Group Range
BL
$/BB

-5
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
Preliminary

MPC’s Rank 3 3 2 1 2 3 7 2 1 5 3 1 3
Companies Ranked* 12 11 11 9 10 10 9 8 8 9 9 8 8

*Current companies ranked: BP, COP, CVX, MPC, SUN, TSO, VLO, XOM

Source: Company Reports

50
Diversified Income Stream
Pipeline and Retail Contributed 46% and 42% of Segment Income in 2009 and
9/30/2010 YTD
2009 Segment Income from Operations 9/30/2010 YTD Segment Income from Operations

Pipeline
Pipeline Transportation
Transportation $131MM
$172MM 15%
21%

Refining & Refining &

Marketing Marketing
$452MM Speedway $497MM
54% $228MM 58%
Speedway 27%
$212MM
25%

Source: MPC Form 10 filed with SEC on January 25, 2011

51
Marathon Petroleum Corporation
Positioned to be the premier US Independent Refiner

 Strong across the full downstream value chain

 Well positioned geographically/operational flexibility and logistics
 Major refining investments nearly complete
 Consistently a top performer on an operating income per barrel basis
 Characterized by safe and reliable operations

52
Writing the Next Chapter for The Ohio Oil Company

 Well positioned versus peers

 Strong balance sheets
 Experienced and focused management teams
 Enhanced flexibility to pursue tailored strategies
 Expanded growth opportunities
 Superior transparency – improved investor focus

Focused on Shareholder Value

53
This page intentionally left blank

54
Appendix

55
Definitions
Term Definition
$ US dollars unless otherwise indicated
AOSP Athabasca Oil Sands Project, a Canadian oil sands operation owned by RDS (60%),
CVX ((20%)) and MRO ((20%))
APC Anadarko Petroleum Corporation
API Gravity American Petroleum Institute gravity, a measure of how heavy or light a petroleum
liquid is compared to water
Available for Sale Produced hydrocarbons
B Billion
BBBL Billlion barrels
BBL Barrel
BBOE Billion barrels of oil equivalent
BD Barrels per day
BOE Barrel of oil equivalent
BOED Barrel of oil equivalent per day
BP BP p.l.c.
BTU British thermal units

56
Definitions
Term Definition
CAGR Compound average growth rate, which is the annual growth rate calculated based
on each year's previous number anchored to a base starting point

CapEx Capital expenditures

expenditures, cash investments in equity method investees,
investees exploration
costs that are expensed as incurred rather than capitalized such as geological and
geophysical costs and certain staff costs, and other miscellaneous investment
expenditures

Cash Adjusted Debt Calculated as follows: (Total

( Debt)) – (Cash
( and cash equivalents)) – (Trusteed
( cash))
CO2 Carbon dioxide
Conv Conventional
COP ConocoPhillips
CSG Coal seam gas
CVX Chevron Corporation
DD&A Depreciation, depletion and amortization
DHOUP Detroit Heavy Oil Upgrade Project
Dividend Yield Calculated as follows: (4 x Most Recent Quarterly Dividend Rate) ÷ (Current Stock
Pi )
Price)

57
Definitions
Term Definition
E Estimated
E-10 A fuel mixture of 10% ethanol and 90% gasoline
E&P
& Exploration
l & Production,
d one off MRO’s
’ ffour b
business segments
EG Equatorial Guinea
EG LNG Equatorial Guinea Liquified Natural Gas production facility
EHCI El
Electrical,
i l H Hydraulic,
d li Ch Chemical
i l IInjection
j i
EIA Energy Information Administration
EOR Enhanced oil recovery
EUR E ti t d Ulti
Estimated Ultimate
t RRecoverable
bl
FCC Fluid Catalytic Cracker
FLC Field Level Controllable Cost
FPSO Floating production,
production storage and offloading vessel
G&A General and administrative expense
GME Garyville Major Expansion project
GOM Gulf of Mexico
HES Hess Corporation

58
Definitions
Term Definition
HH Henry Hub natural gas spot price

IEA International Energy Agency

IG Integrated Gas, one of MRO’s four business segments

In-situ Oil sands too deep for mining that require in-place treatment to achieve production

IP Initial production rate

LLS Light Louisiana Sweet crude oil

LNG Liquefied natural gas

LOOP Louisiana Offshore Oil Port LLC

LTPD Long tons per day

M Thousand

MBD Thousand barrels per day

MBOD Thousand barrels of oil per day

MBOED Thousand barrels of oil equivalent per day

59
Definitions
Term Definition
MCF Thousand cubic feet per day
MM Million
MMBOE Million
ll b
barrels
l off oill equivalent
l
MMBTU Million British thermal units
MMCFED Million cubic feet equivalent per day
MRI M
Magnetic
i RResonance IImaging
i
MRO Marathon Oil Corporation
MSAT Mobile Source Air Toxics
Nett Debt
N D bt to
t Total
T t l Calculated
C l l t d as ffollows:
ll (C
(Cash
h Adj
Adjusted
t d D
Debt)
bt) ÷ (Total
(T t l St
Stockholders'
kh ld ' EEquity
it + C
Cash
h
Capital Ratio Adjusted Debt)
NOL Net operating loss
OBO Operated By Others
Oil Sands Mining or The business segment through which MRO’s oil sands mining results are reported;
OSM MRO holds a 20% outside-operated interest in the Athabasca Oil Sands Project, an
oil sands mining joint venture located in Alberta, Canada
OOIP Original oil in place
OPIS Oil Price Information Service

60
Definitions
Term Definition
OXY Occidental Petroleum Corporation

PADD Petroleum Administration for Defense Districts

Production Production available for sale

Proved Reserves Proved oil, natural gas and bitumen reserves determined under SEC requirements

PP&E Property, Plant & Equipment

PSVM Plutao, Saturno, Venus, Marte development area
PTD Projected Target Depth
PTY Party
R/P Reserve/Production
RDS Royal Dutch Shell plc
Recordable Incident The number of cases of injury or illness per 200,000 work hours (equivalent to the
Rate hours worked by 100 full-time workers in a year)
REP Repsol YPF, S.A.
Reserves Proved, Probable and Possible oil and gas volumes as defined by the SEC
Resources Total Resource represents a high side, or P90 estimate of remaining expected
recovery

61
Definitions
Term Definition
RFS Renewable fuels standard, which was amended by the Energy Independence and
Security Act of 2007 to require 36B gallons of renewable fuels by 2022
RIN Renewable identification number
RM&T Refining, Marketing & Transportation, one of MRO’s four business segments
ROCE Return on Capital Employed
ROZ Residual oil zone
RVP Reid vapor pressure
SEC Securities and Exchange Commission
SCT Special Corporation Tax
SG&A Selling, General & Administrative
SPT Special Petroleum Tax
SSA Speedway SuperAmerica LLC
SUN S
Sunoco, IInc.
TAN Total acid number
TD Total depth
TOC Total organic content
Total Debt Calculated as follows: (Long-term Debt + Short-term Debt)

62
Definitions
Term Definition
Total Shareholder Calculated as follows: (Change in share price between the beginning and ending
Return or TSR months in the calculation, based upon the monthly average determined by the
number of business days in the relevant month) + (Dividends paid during the
calculation
l l ti period)
i d) ÷ (Beginning
(B i i month th share
h price)
i )
TOT Total S.A.
TSO Tesoro Corporation
WCS W
Western Canadian
C di SSelect
l
WD Water depth
WTI West Texas Intermediate crude, a type of crude oil used as a benchmark in oil
p
pricing
g
WI Working interest
XOI The Amex Oil Index, which includes the following companies: APC, BP, COP, CVX,
HES, MRO, OXY, RDS, REP, SUN, TOT, VLO, XOM
XOM Exxon Mobil Corporation
Y Year
YE Year end
YTD Year to date
d

63
Net Sales Volumes
Yr. 2010

300

250

200
MMBOE

150

100

50

0
OXY APA APC DVN HES MRO TLM ECA CHK EOG MUR NBL
Source: Company annual reports 13:1 6:1
BOE volume based on 6:1 and 13:1 gas/oil ratio
MRO & MUR include Oil Sands Mining Operations
64
Base Assets
Equatorial Guinea Alba Field & LPG – Long-Lived Production & Resource Base
 Alba Field, 63% WI & Operator
 590 MMBOE net resource
– 395 MMBOE net proved reserves
 Adding offshore compression. Start-up in 2015
 Exploration potential

 Alba LPG Plant

Plant, 52% WI & Operator

 2010 Production
 37 MBD net liquids, 405 MMCFD net natural gas
 Reliability > 92%; without planned TAR >96%

120
Projected EG Production
100
Net Production (MBOED)

80
Natural Gas
60

40

20
Liquids
-
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
65
Base Assets
Equatorial Guinea LNG & Methanol – World Class Scale, Long-Lived Income Stream

 Monetize previously stranded gas

 3.7 MMTPA LNG Plant

 60% ownership
 First sales Q2 2007, 17-year contract, FOB Bioko Island
 Reliability > 97% in 2010, without planned TAR ~99%
 At $6 HH net back $3.45/MMBTU
- Net cash flow to Marathon ~$265MM/year
- Net profit to Marathon ~$200MM/year

 >1 MMTPA Methanol Plant

 45% Ownership
 One of the worlds lowest cost producers
 Competitively positioned to supply key markets

66
 Base Assets
Norway – Outperforming Expectations with Additional Satellite Potential
 Alvheim & Volund 65% WI & Operator / Vilje 47% WI
 Full field developed at cost of $13.25/boe
 ~275
275 MMBOE net resource, 67 MMBOE produced
through year-end 2010
 Further Phase II infill drilling taking place through 2012
 Additional prospectivity
 Marihøne
M ih A discovery,
di 65% WI, ~20 MMBOE gross resource
potential
– Evaluation underway, first production expected 2014
 Recent Viper & Caterpillar discoveries
 Vilje
Vilj SSouth
th b
being
i evaluated
l t d
Viper
Alvheim FPSO Marihone
100,000
Vilje South
80 000
80,000
Volund
Axis Title

60,000
40,000 Vilje

20,000 Alvheim Ph2a,b&c

0
Alvheim Ph1

Sanctioned (w/
normalized start date)
67
Base Assets
UK Area
 Brae Complex – Extending Asset Life 140
 3 Marathon-operated platforms
120 Brae Controllable Costs
 2010 Production 20 MBOED net
 Reliability > 92% in 2010, without 100
planned TAR >93%

$ million
80
 Reduced controllable costs, top quartile
performance in 2009 McKinsey & 60
Company benchmarking
40
 Further development drilling planned in
2011 & 2012 20
 Pursuing additional 3rd party volumes
0
 Foinaven – Steady Source of 2008 2009 2010
Production & Income
 ~30% Average WI
 2010 production 11 MBOED net, > 10
MBOEPD projected through 2015
 Upgrading FPSO extends life to 2021

68
Base Assets
Legacy North American Oil

 Long-lived, low decline onshore assets

 Rockies Oil
– 2010 Exit rate: ~18
18 MBOED net
• Wyoming’s top oil producer
– Operated activity in 13 fields
– High WI: ~98%
– EOR potential
 Permian Basin OBO position
– 2010 Exit rate: ~7 MBOED net
– 12 fields
• Three
Th most significant
i ifi 75
Legacy North American Oil
– Seminole: WI ~14% Net Production
– Vacuum: WI ~26%
– Wasson: WI ~12% 50
OED

– EOR projects continue

MBO

 Gulf of Mexico 25
 2010 Exit rate: ~47 MBOED net
0
2010 2011E 2012E 2013E 2014E
LHC Natural Gas

69
Base Assets
Legacy North American Gas

 Alaska
 2010 Exit rate: ~119 MMCFD
 Strong natural gas margins
– Disconnected from Lower 48 market
• 2010 realized price $5.37/mcf
– Gas storage capabilities optimize
deliverability & market flexibility
 Rockies Gas (CO/WY)
 2010 Exit rate: ~79 MMCFD
 Mid-Continent (OK/TX/LA)
75 Legacy North American Gas
 2010 Exit rate: ~92 MMCFD Net Production

50
MBOED

25

0
2010 2011E 2012E 2013E 2014E
LHC Natural Gas
70
 Base Assets
Athabasca Oil Sands Project
 20% WI, 2 billion barrels of Bitumen
resource (pre-royalty)
 Muskeg River mine production
capacity
it ~30 MBD nett
 Expansion 1 ~20 MBD net Pierre
 Mine began ramping up production Q3 2010 River

 Upgrader complete and commissioning in 2011

 85 MBD gross de-bottlenecking
opportunities Jackpine 2

800
Muskeg River
Jackpine
oduction (MBD)

700

600 Fort
McKay

Potential
500
Major Expansions
400
Potential Micro-Expansions
Gross Pro

300
& Debottlenecking
200 Expansion 1
Fort McMurray

100 Mining Assets

Muskeg River Mine
0
2050
Production before royalty; growth beyond Expansion 1 is illustrative of timing and volumes

71
Growth Assets
Driving Production Growth in 2011 & Beyond

Project MRO MRO Operated First Production Peak Net Rate

W.I. (MBOED)

US Resource Plays
Bakken ~80%  2006 22
Anadarko Woodford ~60%  2008 >30
g Ford
Eagle ~94%  2011 >15
DJ Basin 75%  2011 TBD
Gulf of Mexico
Ozona 68%  2011 9
Gunflint 12.5% 2015 6
Canadian In-situ
Birchwood – Phase I 100%  2016 15
Angola
Block 31 PSVM 10% 2012 14
Block 32 CSE 10% 2016 18

72
Growth Assets
Bakken Shale

 Production Growth
 Currently running 7 rigs
– 6 drilling 25
– 1 dedicated to completions
20
 Targeting 18 re-fracs in 2011
 Peak p
production 22 MBOED

MBOED
15
in 2013
– Downspacing upside 10
 Exited 2010 ~ 15 MBOED
5
– ~175
175 Operated
O t d wells
ll
– ~100 Outside operated 0
2007 2008 2009 2010 2011E 2012E 2013E
MRO Net Production

73
Growth Assets
Bakken Shale
 Focused on ultimate recovery, not initial rates
 Conservative initial production practice focused on delivering higher recovery
 Aggressive early production with large choke sizes may damage completions

120

100 MRO
Industry
80
OE
MBO

60

40
Dunn County per well average
20 cumulative
l i production
d i
0
0 12 24 36

Time, Months

74
Growth Assets
Bakken Shale Days
y from Spud
p

 Drilling performance 0
0 10 20 30 40 50 60

improvement 2,000 2006

 Completion technology 4,000
,
2007
6,000
evolution

Depth, ft
8,000 2008
 Geology drives completions 10,000 2009
technique 12,000 2010
14 000
14,000
– Initial open-hole fracs in short MRO Best
16,000
laterals
18,000
– Now drilling longer laterals 20,000
• Surface access constraints
• Technology advancements
 Not all Bakken completions are created equal
– MRO currently determining optimum completion type and number of stages to achieve
improved
p o ed well
e eco
economics
o cs
• Applying this knowledge to obtain most cost-effective completions by area

75
Growth Assets
Anadarko Woodford Shale

 2011 Program
 Currently running 3 company operated rigs, going to 8 by year-end 2011
 20 - 25 Company-operated drill wells
 25 - 50 Outside-operated drill wells
500

450

400

350
CCapex, $MM

300

250

200

150

100

50

0
2009 2010 2011E 2012E 2013E 2014E 2015E

76
Growth Assets
Marcellus Shale Gas

 Joint Venture
 $45 million in drilling carry
– Earns 50% of ~60,000 acres
 $10 million option
– Earns 50% of remaining ~22,000 acres
O
Option
i to acquire
i 100% off MRO’s
MRO’
remaining net acreage

77
Growth Assets
Haynesville/Bossier Shale Gas

 20,000 Net acres, 70% operated 10 Miles

 Mostlyy held byy production

p
TEXAS LOUISIANA
 150-250 MMBOE net resource
potential Shelby Co.

 2010: Drilled 2 wells, 1 waiting on

completion, WI 100%
 2010 Exit rate 8 MMCFD
 2011: Drill 3 wells MRO Wells
Recent IPs > 15 MMCFD
 1 company operated
 2 outside operated

78
Growth Assets
Angola

 Block 31, 10% WI MRO acreage

 PSVM Development Oil discovery

– Conversion FPSO, 150 MBOED

– Project sanctioned 2008 BLOCK 31 PSVM
Marte
– Development drilling underway 10% WI Leda Venus
Development
Area
– FPSO integration ongoing, sail-away
sail away Terra
Saturno

Plutao
Potential Mid
expected May 2011
Portia Development
– First production Q2 2012 Titania
Ceres
Area
Miranda

 Evaluating further potential Cordelia

Hebe

developments Tebe

Urano
Oberon
Juno
Potential SE
Astraea
Dione Palas Development
 Block 32, 10% WI BLOCK 32 Area
Alho
Colorau
10% WI
Cominhos

 Closed sale of 20% WI in Q1 2010 Manjericao Caril

Cola

Gindungo
Potential
 Development scenarios being evaluated Gengibre Canela
Eastern
Mostarda Development
Louro Salsa Area

40 KM

79
Growth Assets
Canadian In-situ
 In-situ Ownership
 Operated
– Birchwood 100%
– Namur ~60% Namur Pierre
60% WI
 Outside-operated River
– Ells River 20%
 Net resource
– >1 BBBL net bitumen

 2011 Birchwood Appraisal Ells River

20% WI
 ~ Well program Muskeg River
– 2011 Capex: ~$86MM
 Drill, Evaluate, Plug Fort
McKay

– Contracted four rigs

– Cores planned for all wells
Birchwood
– O
Open h
hole
l llogs & pressure tests 100% WI
– Cap rock integrity tests
 Project sanction: 2014
 First production: 2016
Fort McMurray

In-situ Assets

80
Poland Compared to US Shale Gas Plays

Shale Gas Plays Haynesville Anadarko Poland

Woodford (Pre-Drill)

Total Organic Carbon 0.5 – 8.0 1- 14 0.5 – 7.0

(%)

Depth 10 – 14 9 - 15 8 - 13
(000 feet)

Net Thickness (feet) 150- 300 100 – 300 100 – 600

OGIP 160 - 320 100 - 150 65 - 400

(BCF/ sq mile)

81
Impact Exploration INDONESIA

Indonesia
 Pasangkayu Block
 70% WI & operator Kutei Basin
Pasangkayu
~15 BBOE Block
 Acquired 3D seismic 2008
 4 Commitment wells
– 1 Well in 2010
– 1 Well in 2011
 ~1
1 BBOE gross unrisked SULAWESI
potential
 Bone Bay Block
 55% WI & operator
p
Kumawa
K ma a
 2009 / 2010 Acquired 2D seismic Block
 Drill 2012
Bone Bay
 Kumawa Block Block
 55% WI & operator
 2010 Acquired 2D seismic
MRO Acreage
 Drill 2012

~3.3 million gross acres across 3 blocks

82
Fully Integrated Downstream System
Refining & Marketing
 Six-plant refining network with 1,142,000 barrels
per day of crude oil refining capacity
 One of largest wholesale suppliers of gasoline and
distillate within our market areas.
 One of the largest
g producers
p of asphalt
p in the U.S.
 ~5,100 Marathon brand retail outlets across 18
states through an extensive dealer/jobber network
 Owns/operates 63 light product terminals and 21
asphalt terminals, while utilizing an additional 45
g product
light p exchange/throughput
g / g p terminals and
12 third-party asphalt terminals
 1,760 owned or leased railcars, 14 inland waterway
tow boats with 168 owned barges and 8 leased
barges and 122 owned transport trucks

Speedway (Retail)
 Over 1,350 locations in seven Midwestern states
 4th largest U.S. owned/operated c-store chain
 Serves ~2 million customers on a daily basis

Pipeline Transportation
 Owns, operates, leases or has an ownership
interest in ~9,600 miles of pipelines
 One of the largest petroleum pipeline companies
in U.S. based on total volume delivered
Refineries Pipelines Terminals  Part ownership in non-operated pipelines includes
Inland water Coastal water Capline, Explorer, LOOP, LOCAP and Wolverine
terminals terminals Marketing Area

83
Project Completed in Late 2009 Enhances Flexibility
Garyville Major Expansion (GME) Enhances Opportunities for Cash Flow and Profit*

GME Contribution
4,000
31% Downstream Segment Income

3,000 51%
Pre-Tax Downstream
Segment Income + DD&A
$MM

2,000 28%
59% 32%

1,000
32%

0
2003-2007** 2008** 2009** 2010**
Average

Mars 2-1-1 Crack Spread $16.20 $19.65 $8.83 $10.96

Incremental average annual

after-tax project contribution
Cash flow (2010+) $575 MM $825 MM $300 MM $375 MM
Profit (2010+) $425 MM $675 MM $150 MM $200 MM

*Includes minority interest.

**For illustrative purposes only. A simple, annual average of forecast results is added to actuals for all periods. Forecast based upon
2003-2007, 2008 and 2009 average pricing for inputs and outputs as well as expected production rates and associated manufacturing costs.

84
 Impressive Safety and Environmental Record
Safety
OSHA Recordable Incident Rate Days Away Rate
(Employee and Contractor History) (Employee and Contractor History)
2.00 1.00
1.37
0.97 0.90 0.80
1.00 0.73 0.61 0.50
0 50
0.50 0 45
0.45
0.12 0.09 0.09 0.13 0.10 0.08 0.12
0.00 0.00
2003 2004 2005 2006 2007 2008 2009 2010 2004 2005 2006 2007 2008 2009 2010
Est. Est.
Environmental
Designated Environmental Incidents Pipeline Barrels Released
(BBLS)
8,000 6,819
200
00 167 6 000
6,000
141
86 83 76 1,000
4,000
100 74 73
34 2,000 610 60 64 121
24 4 14
0 0
500
2003 2004 2005 2006 2007 2008 2009 8/20/2010
2003 2004 2005 2006 2007 2008 2009 2010 60 64 122
24 4 14
Est. 0
2003 2004 2005 2006 2007 2008 2009 2010

Since 2003, MPC has transported over 2 MMB/D

Goal – Top quartile performer in all Safety and Environmental Metrics

85
 Speedway vs. Public C-
C-Stores

Light Product Sales Merchandise Sales

180 180
167.3 163.3
160 160
140 140 132.8
115.7 120 114.6
120
onth

105.5

$M/Store/Month
100.0
100
Gal/Store/Mo

100 84.8
80.4
80 71.2 80
60 60
MG

40 40

$
20 20 24.9% 42.0% 32.9% 34.7% 36.6%
0 0

(Margin % inside bars)

Source: Based on 2009 Company Public Reports

Top-Tier Industry Performer
86
Crude Oil Differentials are Projected to Improve
Improving Economy Should Result in Improved Differentials
$0.00

-$5.00

-$10.00
$/BBL

-$15.00

-$20.00

-$25.00
$25 00
2006 2007 2008 2009 2010 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E

Maya-LLS Mars-LLS MPC Sweet/Sour Differential

$1 BBL/Δ
/ in MPC Sweet/Sour
/ Differential
ff ≈$150 MM After
f Tax Profit
f
Forecast Sources: Maya – LLS and Mars – LLS, Purvin & Gertz; MPC Sweet/Sour Differential estimated based on above Purvin & Gertz forecast

MPC Sweet/Sour Differential = [(15% Arab Light) + (20% Kuwait) + (10% Maya) + (10% Western Canadian Select) + (45% Mars)]- Louisiana Light Sweet

87
At--Risk Refineries – Capacity
At
US Refineries at Risk (PADDs I-III)

PADD I PADD II PADD III Total I-III Total I-V

2013 Capacity
(MBD) 1,884 3,928 9,180 14,992 18,812
Potential
Closures Count 2 6 7 15 15

Potential Closures
(MBD) 335 572 664 1,571 1,571
Capacity After
Closures (MBD) 1,549 3,356 8,516 13,421 17,241

Change 18% 15% 7% 10% 8%

Sources: Media reports, Credit Suisse, OPIS, Purvin & Gertz, MRO estimates

88
RFS II & U.S. Gasoline Demand
RFS II Cellulosic Ethanol:
10 Technically, economically &
Blend Wall challenged
Actual & MRO
Forecast of U.S.
9 Gasoline Demand
MMB/D

E-10 Blend Wall

8
M

6
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
Hydrocarbon Gasoline Component RFS Ethanol Within E-10 Limit
Actual Ethanol in Surplus of RFS RFS Ethanol Over E-10 Blend Wall
Questionable RFS Volume

Capitalizing
p g on Historical Ethanol Position
Sources: DOE/EIA; Marathon Economics
Early Blending Investment Paying Dividends

89
Anticipated Benefits of Spin-
Spin-off

 Enhanced flexibility to pursue tailored strategies - each company will have a

greater ability to make business and operational decisions in the best interests of
p and corporate
its business and to allocate capital p resources with a focus on
achieving its own strategic priorities
 Expanded growth opportunities – a more focused business strategy will result in an
p
expanded p
portfolio of attractive ggrowth opportunities
pp for each company
p y
 Superior transparency – improved investor focus – as independent energy
companies, analysis and investment decisions will be more transparent, allow for
p
more specific comparisons
p against
g p
peers, competitors,
p benchmarks and
performance metrics and thus facilitate evaluation assessments which will likely
make the two companies appeal to different sets of shareholders seeking to invest
in specific segments of the oil and gas industry
 Strengthened ability to attract and retain talent - more focused business models
will enhance each company’s ability to attract and retain individuals with the
appropriate skill sets as well as to better align compensation and incentives with
the performance of these different businesses

90
Corporate Governance and Dividend Policy

 Each company will be led by the experienced directors and management that
have led Marathon
 MPC
 Thomas J. Usher – Non-Executive Chairman
 Gary R.
R Heminger – President and CEO

 MRO
 Clarence P. Cazalot – Chairman, President and CEO

 Dividend Policy
 Maintain annual $1.00 per share dividend
– $0.60
$0 60 annual per share MRO (~710
( 710 million shares)
– $0.80 annual per share MPC (~355 million shares)

91
Financial Objectives

 Two strong, investment grade companies

 Each will have sufficient liquidity
q y and financial flexibilityy to pursue
p their
strategic objectives
 Spin-off intended to be tax-free to the corporation and domestic shareholders
 IRS Ruling pending for confirmation of tax-free status

92
Financing Structure at Separation Date

 MPC (Downstream)
 $2 billion new 4 year revolving credit facility
– JP Morgan and Morgan Stanley led
 Issued $3 billion in new long term debt (Guaranteed by MRO until spin)
– $750 MM 5-year notes, 3.5%
– $1B 10-year
10 year notes
notes, 5
5.125
125 %
– $1.25B 30-year notes, 6.5%
 $750 million minimum balance sheet cash

 MRO (Upstream)
 Retain existing $3B revolving credit facility
 Retain existing public debt
– Long-term debt reduced by ~$2.5 billion

93
 MRO - Debt Maturity Profile
December 31, 2010
1,800
 Commenced ~$2.5B cash tender offer to purchase debt
1,600
 Any and all notes 2012 and 2014
1,400

1,200  Up to $500MM of 2017, 2018 or 2019

MM)

1,000
,
($000M

800

600

400

200

-
'10 '11 '12 '13 '14 '15 '16 '17 '18 '19 '20 '21 '22 '23 '24 '25 '26 '27 '28 '29 '30 '31 '32 '33 '34 '35 '36 '37
Public Debt IRBs & Other USS Serviced Debt

2011 maturities reflect retirement of industrial revenue bonds by US Steel in accordance with the Financial Matters Agreement

94
Tax Considerations

 Deferred Tax Liabilities

 Canadian election to pay tax in US dollars eliminates currency
remeasurementt fluctuations
fl t ti related
l t d tto th
those ttax b
balances
l

 Norway NOL balances expired

Country Statutory Tax Rate

Norway 28% Income Tax ; 50% SPT
Canada 26.5% Income Tax
Libya 93% Income Tax
EG 25% Income Tax
Angola 50% Income Tax
UK 30% Income Tax; 20% SCT

95