Marathon Completes Spin-Off, Launches New Co.

- Marathon Completes Spin-Off, Launches New Co.

Friday, July 01, 2011
Marathon Oil Corp.

Marathon Oil has completed the spin-off of Marathon Petroleum Corporation, making Marathon Oil an independent upstream company.

Marathon Oil has a strong and geographically diverse portfolio of assets leveraged to crude oil production. The Company will continue to be based in Houston.

"This is an exciting day and a major milestone in the nearly 125-year history of Marathon Oil Corporation," said Clarence P. Cazalot Jr., Marathon Oil's chairman, president and CEO. "As an independent upstream company, we have the capacity to perform at a higher level by focusing on strategic priorities while providing greater transparency for investors. Operationally, we're poised to capitalize on a broad base of opportunities by exhibiting the speed, agility and flexibility of an independent and retaining our proven ability to accomplish large and technologically challenging projects. What isn't going to change is our focus on long-held core values of health and safety, environmental stewardship, honesty and integrity, corporate citizenship and a high performance team culture. Together, these attributes create the foundation for a strong, competitive Company with a goal of continuing to deliver long-term value growth for our shareholders."

With this change and effective July 1, Cazalot becomes chairman of the board of Marathon Oil Corporation in addition to his responsibilities as president and CEO. Additionally, David E. Roberts Jr. takes on the newly established role of executive vice president and chief operating officer. Janet F. Clark will continue in her role as executive vice president and chief financial officer.

* Shares of Marathon Oil Corp. (NYSE:MRO) are down 38% on news that Marathon Petroleum was spun off from the company.

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El Paso to Spin-Off into Two Companies

- El Paso to Spin-Off into Two Companies

Tuesday, May 24, 2011
El Paso Corp.

El Paso Corp. announced that its Board of Directors has granted initial approval of a plan to separate the company into two publicly traded businesses by year end 2011.

Following the completion of the proposed spin-off, El Paso Corporation will be comprised of El Paso's Pipeline Group, its Midstream Group, and its general and limited partner interests in El Paso Pipeline Partners, L.P. (NYSE: EPB). It will be the premier pipeline company in North America, uniquely integrated in the major U.S. supply and market regions. With a planned 2012 annual dividend of $0.60 per share and a targeted low double-digit dividend growth rate, it is positioned to be a very attractive corporate yield investment. As a separate publicly traded company, El Paso's exploration & production business is well positioned to compete with the industry's leading independent producers. It has more than 10 years of low-risk, repeatable drilling inventory to fuel its future growth. Current positions in the Eagle Ford and Wolfcamp shales and the Altamont field are expected to provide a profitable and rapidly growing oil production profile.

"We believe that the creation of these two stand-alone public companies will result in significant and sustainable value creation," said Doug Foshee, chairman, president, and chief executive officer of El Paso Corporation. "With the completion of what was an $8 billion pipeline backlog, the elevation of our E&P business to one of the top independent producers, outstanding leadership and employees in each of our businesses, and the accelerated improvement of our balance sheet, we are ready to take this important step."

El Paso plans to complete a separation by year end with a tax-free spinoff of its E&P company. The planned separation is subject to market, regulatory, tax, final approval by the company's Board of Directors and other customary conditions.

Benefits

El Paso believes that there are material benefits to the stand-alone companies from a separation:

• Greater management focus on distinct business strategies
• Credit enhancing to El Paso Corporation
• Greater flexibility to grow businesses supported by separate equity currencies
• Independent capital structures and credit profiles, which provide a lower cost of capital
• Improved capital markets access
• Increased flexibility and efficiency in capital allocation

Ongoing Management of El Paso Corporation

The seasoned management of El Paso Corporation is in place. Doug Foshee will remain chairman & chief executive officer of the company.

Management of Exploration & Production Company

Brent Smolik will be named as chief executive officer and Dane Whitehead will become the chief financial officer. Doug Foshee will become the non-executive chairman.

Transaction Approvals

The spin-off of the E&P company will be structured as a pro rata distribution of the shares of the exploration and production company to the El Paso shareholders of record. The transaction will not require shareholder approval. El Paso plans to seek a tax ruling from the Internal Revenue Service regarding the tax-free nature of the spin-off for both the company and its shareholders.

Financial & Legal Advisors

Goldman, Sachs & Co. is serving as the financial advisor to El Paso, and Wachtell, Lipton, Rosen & Katz is serving as El Paso's legal advisor.

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