Marathon Oil Corporation Announces Equity Offering

Marathon Oil Corporation announced that it is initiating a public offering of 30 million shares of its common stock. Marathon intends to use the net proceeds of the offering to help retire debt it expects to assume in connection with its recently announced agreement to acquire Ashland Inc.'s minority interest in Marathon Ashland Petroleum LLC (MAP), or to retire currently outstanding long-term debt.

The acquisition, valued at $2.93 billion, would make Marathon the sole owner of MAP. The closing of the acquisition transaction, which is anticipated to occur in the fourth quarter of this year, is contingent upon a number of conditions, including a favorable tax ruling from the U.S. Internal Revenue Service as to the tax-free nature of the transaction, Ashland shareholder approval, Ashland public debt holder consents and the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Act.

The offering will be made under Marathon's existing shelf registration statement filed with the Securities and Exchange Commission in September 2002. The company also has granted the underwriters an option to purchase a maximum of 4.5 million shares of its common stock to cover over-allotments, if any.

Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated are acting as joint book-running managers for the offering. A copy of the preliminary prospectus supplement and the accompanying prospectus relating to the offering can be obtained from Morgan Stanley & Co. Incorporated, Prospectus Department, 1585 Broadway, New York, NY, 10036; or from Citigroup Global Markets Inc., Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, New York, 11220.

This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

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