Marathon Commences Cash Tender Offers

Marathon has commenced cash tender offers for certain specified series of its outstanding debt.

The tender offers consist of two separate offers: an Any and All Offer and a Dutch Auction Offer. Both offers are made pursuant to an Offer to Purchase dated today and a related Letter of Transmittal, which set forth the terms and conditions of the tender offers.

In the Any and All Offer, Marathon is offering to purchase any and all of its outstanding 9.375% Debentures due 2012, 9.125% Debentures due 2013, 9.375% Debentures due 2022, 8.500% Debentures due 2023 and 8.125% Debentures due 2023, as listed in the table below.

In the Dutch Auction Offer, Marathon is offering to purchase, under certain conditions, its outstanding 6.000% Senior Notes due 2017, 5.900% Senior Notes due 2018 and the 7.500% Debentures due 2019.

The principal amount of debt to be purchased in the Dutch Auction Offer will be equal to the difference between $500 million and the principal amount of debt purchased through the Any and All Offer (the "Tender Cap"). The amounts of each series of debt that are purchased in the Dutch Auction Offer may be prorated as set forth in the Offer to Purchase. Neither offer is conditioned upon any minimum amount of notes being tendered or the consummation of the other offer. Each offer may be amended, extended or terminated separately. As of the date of the Offer to Purchase, the aggregate outstanding principal amount of the notes subject to the Any and All Offer is approximately $615 million, and the aggregate outstanding principal amount of the notes subject to the Dutch Auction Offer is $2.550 billion.
 

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