Fitch currently rates Marathon's debt as follows:

--Long-Term Issuer Default Rating (IDR) 'BBB+';

--Senior unsecured credit facility 'BBB+';

--Senior unsecured notes 'BBB+';

--Industrial revenue bonds 'BBB+';

--Commercial paper 'F2';

--Short-Term IDR 'F2'.

Approximately $8.6 billion in debt is affected by this ratings action. Marathon Oil Corporation's (Marathon) ratings are supported by the cash flow diversification of the integrated oil model, a strong downstream presence in the Midwest, including a high quality portfolio of midstream transportation and storage assets, and a diverse portfolio of upstream properties. Key credit concerns center on dramatically lower commodity prices and margins driven by the global economic contraction, and Marathon's still sizable multiyear investment program, which has the potential to put pressure on the balance sheet. Fitch anticipates that Marathon will be significantly free cash flow negative in 2009 under both its Base and Stress case assumptions (Base Case WTI crude = $55/barrel, Henry Hub natural gas = $4.25/mcf; Stress Case WTI crude= $40/barrel, Henry Hub natural gas = $3.50/mcf), although Fitch does not anticipate debt levels to rise materially as proceeds from asset sales should cover any near-term funding shortfalls.

There have been several credit-positive developments at the company recently, including improved execution in the upstream, positive results in the downstream, and progress on asset sales, including the planned sale of a 20% stake in block 32 in Angola to CNOOC for $1.3 billion. These sales should provide an additional liquidity buffer for the company in the event that there is another leg down in the commodities cycle, and ease Fitch's concerns that the company may need to increase leverage in order to make up for any shortfalls in operating cash flows under such a scenario. In addition, one of the stickiest parts of Marathon's capex program, the 180,000 barrels per day (bpd) Garyville refinery expansion, is nearing completion at 91% done, a fact which should increase Marathon's capex flexibility and provide the company with a significant cash tax benefit. While Fitch remains concerned about high capex over the longer term, these developments have improved Marathon's profile enough to warrant the Outlook revision to Stable from Negative.

Marathon's recent operational performance has also been solid.