UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ----------------------- Date of Report (Date of earliest event reported): January 23, 2003 MARATHON OIL CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 1-5153 25-0996816 -------------------- ------------------------- --------------------- (State or Other Jurisdiction of (Commission File Number) (IRS Employer Incorporation) Identification Number) 5555 San Felipe Road, Houston, TX 77056-2723 ----------------------------------------------- (Address of Principal Executive Offices) (713) 629-6600 ------------------------------ (Registrant's telephone number, including area code) ITEM 7. Financial Statements and Exhibits (c) Exhibits 99.1 Press Release - "Marathon Oil Corporation Reports Fourth Quarter and Year End 2002 Results". ITEM 9. Regulation FD Disclosure On January 23, 2003, Marathon Oil Corporation (Marathon) issued a press release announcing fourth quarter and year end 2002 earnings (Release). Attached is a copy of the Release in substantially the form released. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MARATHON OIL CORPORATION By: /s/ A. G. Adkins ----------------------------- A. G. Adkins Vice President - Accounting and Controller Dated: January 23, 2003