U.S. SEC reviews, approves Marathon Oil's plan to spin off downstream business as Marathon Petroleum Corp.; SEC decision completes all required regulatory reviews

HOUSTON , June 8, 2011 (press release) – Marathon Oil Corporation (NYSE: MRO) announced today that the U.S. Securities and Exchange Commission (SEC) has completed its review and declared effective the Registration Statement on Form 10, as amended, filed by Marathon Petroleum Corporation (MPC) in preparation of MPC's planned spin-off by Marathon effective June 30, 2011.

Along with the favorable private letter ruling from the U.S. Internal Revenue Service last month, the completed SEC review concludes all required regulatory reviews.

On May 25, 2011, Marathon's Board of Directors approved the spin-off of Marathon's downstream business, which will create two independent, highly focused energy companies. MPC, to be headquartered in Findlay, Ohio, is expected to be the fifth largest U.S. refiner with a top-tier downstream portfolio of strategically aligned assets concentrated mainly in the Midwest, Gulf Coast and Southeast regions of the U.S. Marathon Oil, which will remain based in Houston, will be a global exploration and production company with a strong portfolio of assets delivering defined growth leveraged to crude oil production with exploration upside. Marathon Oil Corporation currently has principal operations in the United States and Angola, Canada, Equatorial Guinea, Norway, the United Kingdom and other international locations.

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