SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
Form 11-K
x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2002
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 1-9743
A. Full title of the plan and the address of the
plan, if different from that of the issuer
named below:
EOG RESOURCES, INC. SAVINGS PLAN
B. Name of issuer of the securities held pursuant to
the plan and the address of its principal executive
office:
EOG RESOURCES, INC.
333 Clay Street, Suite 4200
Houston, Texas 77002-7361
EOG RESOURCES, INC. SAVINGS PLAN
TABLE OF CONTENTS
Page
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits at
December 31, 2002 and 2001 4
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 2002 and 2001 5
Notes to Financial Statements 6
SUPPLEMENTAL SCHEDULE:
Schedule H, Line 4(i) - Schedule of Assets Held for
Investment Purposes at December 31, 2002 10
SIGNATURES 11
EXHIBIT INDEX 12
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee of EOG Resources, Inc. Savings Plan:
We have audited the accompanying statements of net assets
available for benefits of EOG Resources, Inc. Savings Plan (the
"Plan") at December 31, 2002 and 2001, and the related statements
of changes in net assets available for benefits for the years
ended December 31, 2002 and 2001. These financial statements are
the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, such financial statements present fairly, in all
material respects, the net assets available for benefits of the
Plan at December 31, 2002 and 2001, and the changes in net assets
available for benefits for the years ended December 31, 2002 and
2001 in conformity with accounting principles generally accepted
in the United States of America.
Our audits were conducted for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedule, Schedule H, Line 4(i) - Schedule of Assets
Held for Investment Purposes at December 31, 2002, is presented
for the purpose of additional analysis and is not a required part
of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental
schedule is the responsibility of the Plan's management. Such
supplemental schedule has been subjected to the auditing
procedures applied in our audits of the basic financial
statements and, in our opinion, are fairly stated in all material
respects when considered in relation to the basic financial
statements taken as a whole.
DELOITTE & TOUCHE LLP
Houston, Texas
June 13, 2003
EOG RESOURCES, INC. SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
At December 31,
2002 2001
ASSETS
Investments
Common Stock and Other Securities $53,443,091 $50,373,709
Loans to Participants 1,005,201 853,822
Total Investments 54,448,292 51,227,531
Receivables
Participant Contributions 149,998 133,552
Employer Contributions 87,981 80,616
Total Receivables 237,979 214,168
Cash and Equivalents 3,610 17,097
NET ASSETS AVAILABLE FOR BENEFITS $54,689,881 $51,458,796
The accompanying notes are an integral part of these financial statements.
EOG RESOURCES, INC. SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31,
2002 2001
ADDITIONS
Employer Contributions $ 3,035,416 $ 2,722,299
Participant Contributions 4,657,429 4,194,471
Participant Rollovers 638,165 291,146
Interest and Dividend Income 419,100 401,838
Total Additions 8,750,110 7,609,754
DEDUCTIONS
Benefits Paid to Participants 1,344,660 8,747,736
Administrative Expenses 4,240 2,640
Net Depreciation in Fair Value of Investments 4,170,125 47,422,736
Total Deductions 5,519,025 56,173,112
OTHER CHANGES IN NET ASSETS
Transfer From Other Qualified Plans - 310,976
NET INCREASE (DECREASE) 3,231,085 (48,252,382)
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 51,458,796 99,711,178
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $54,689,881 $51,458,796
The accompanying notes are an integral part of these financial statements.
EOG RESOURCES, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
The following description of the EOG Resources, Inc. Savings
Plan (the "Plan") provides only general information.
Participants should refer to the Plan document for a more
complete description of the Plan's provisions. A copy of the
Plan document is available from EOG Resources, Inc. ("EOG").
General
The Plan, as amended and restated on December 10, 2002, is a
tax-qualified defined contribution pension plan established on
August 31, 1999, which is subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"). The Plan is intended to meet the requirements for
qualification under section 401(a) of the Internal Revenue
Code of 1986, as amended (the "Code"). EOG, the employer,
serves as the sponsor of the Plan. Riggs Bank N.A. (the
"Trustee") serves as the trustee of the Plan, having replaced
UBS PaineWebber Trust Company on June 1, 2002. PFPC Inc.
("PFPC") serves as the recordkeeper of the Plan. The assets
of the Plan are held and managed by the Trustee. A committee
appointed by the EOG Board of Directors (the "Plan
Administrative Committee") administers the Plan.
Prior to August 16, 1999, EOG was a participating employer
in the Enron Corp. Savings Plan (the "Enron Plan"). Beginning
August 16, 1999, EOG is no longer a participating employer in
the Enron Plan and consequently, all contributions from EOG
employees and EOG matching contributions to the Enron Plan
ceased as of that date. In February 2001 and February 2000,
approximately $0.2 million and $80 million, respectively, were
transferred from the Enron Plan to the EOG Resources, Inc.
Savings Plan. The sum of these amounts represents all of the
net assets relating to EOG participant account balances on
August 16, 1999 in the Enron Plan.
Effective September 11, 2001, the Board of Directors of EOG
Resources, Inc., approved the merger of the Somerset Oil & Gas
Company, Inc. 401(k) Plan and its related trust into the EOG
Resources, Inc. Savings Plan and its related trust. Upon the
merger, the two plans formed a single plan within the meaning
of section 414(l) of the Code. In November 2001, assets in
the amount of approximately $95,000 were transferred from the
Somerset Oil & Gas Company, Inc. 401(k) Plan to the Plan as
per the merger agreement.
Eligibility
Each employee may participate in the Plan after one hour of
service, except for employees who are included in a union
covered by a collective bargaining agreement, and employees
who are nonresident aliens who receive no earned income from
the employer that constitutes income from sources within the
United States. In addition, employees paid by contract rate
are not eligible to receive allocations of employer matching
contributions and employer discretionary contributions under
the Plan.
Contributions
Participant Contributions. Participants can contribute
between 1% and 15% of their eligible base pay in any
combination of pre-tax salary deferrals or after-tax
contributions subject to certain limits prescribed by the
Code. Starting in January 2002, participants age 50 or older
may contribute additional pre-tax contributions as part of the
Catch-Up Contribution provision under the Economic Growth and
Tax Relief Reconciliation Act of 2001. Participants may
direct the investment of their contribution accounts into any
combination of funds offered by the Plan. Participants may
also rollover amounts representing distributions from other
qualified plans.
Employer Contributions. EOG currently matches 100% of the
first 6% of base compensation that an eligible participant
contributes on a pre-tax basis to the Plan. Through the
period ended December 31, 2001, the matching employer
contributions were invested directly into the EOG Unitized
Stock Fund, and at age 50, participants could elect to
reallocate their employer contributions among the other
investment options. In January 2002, the automatic investment
of the employer's matching contribution into the EOG Unitized
Stock Fund was discontinued. All matching contributions are
allocated according to the participants' investment elections.
Participants, regardless of age, may make a diversification
election at any time with regard to the employer's matching
contributions.
Vesting
Participants are immediately 100% vested in their voluntary
contributions plus actual earnings thereon. Vesting in
employer contributions is generally based on years of service.
Participants become 20% vested in employer contributions after
one year of service and vest an additional 20% for each year
of service thereafter. Participants are 100% vested after 5
years of service. Participants automatically become 100%
vested regardless of length of service upon i) reaching age
65, ii) retirement due to disability, iii) death while being
an employee, or iv) termination of the Plan.
Distributions and Forfeiture
Distributions. Participants may receive a distribution of
the vested balance in their account due to death, retirement
or disability. Participants may also receive distributions on
severance from service or on issuance of a qualified domestic
relations order, but subject to limitations defined by the
Plan. Beginning in January 2002, distributions to
participants under the Plan are made solely in the form of a
single lump-sum payment in cash or as a direct rollover if the
participant elects to have any portion or all of an eligible
rollover distribution paid directly to an eligible retirement
plan or individual retirement plan. All optional forms of
benefit payments under the Plan other than a single lump-sum
payment in cash and the direct rollover have been eliminated.
At December 31, 2002 and 2001, there were no outstanding
distributions payable to former participants.
Forfeitures. Any unvested balance in the account of a
participant who has separated from service shall be forfeited.
Amounts forfeited shall first be allocated to restore
previously forfeited accounts, which are to be restored under
the terms of the Plan, and if any amount remains after that
allocation, it shall be used to pay Plan expenses or to reduce
employer matching contributions. At December 31, 2002 and
2001, forfeited nonvested amounts totaled $47,363 and $21,425,
respectively.
Withdrawals and Loans
Withdrawals. Participants who are at least age 59 1/2 are
entitled to withdraw their vested interest in all of their
accounts. Active participants may receive in-service
withdrawals or financial hardship withdrawals subject to
limitations defined by the Plan.
Loans. Participants may borrow from their accounts a
minimum of $1,000 up to a maximum amount equal to the lesser
of $50,000, reduced by the participant's highest outstanding
loan balance from the Plan during the preceding one year
period, or 50% of the borrower's vested account balance.
Participants may have no more than one loan outstanding at any
time unless they had two loans outstanding at the time the
participant's account was transferred in from the Enron Plan.
The loan is fully secured by a pledge of the borrower's vested
account balance in the participant's account. Loan terms may
not exceed five years, except for loans used for the purchase
of a primary residence which may not exceed 15 years.
Principal and interest are repaid ratably through payroll
deductions.
Plan Termination
Although it has not expressed any intent to do so, EOG has
the right under the Plan to discontinue its contributions at
any time or to partially or totally terminate the Plan subject
to the provisions set forth in ERISA. In the event the Plan
is terminated, participants shall become 100% vested in the
balance in their account.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Method of Accounting
The accompanying financial statements of the Plan have been
prepared using the accrual basis of accounting in accordance
with accounting principles generally accepted in the United
States of America. Benefit payments are recorded when paid.
Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
of America requires management to make estimates and
assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could
differ from those estimates.
Investment Valuation and Income Recognition
Short-term investments are stated at cost, which
approximates fair value. Investments in stock and mutual
funds are stated at fair value, based on quotations obtained
from national securities exchanges. Investments in common
collective funds are based on quoted market values as
determined by the issuer based on the fair value of the
underlying investments. Participant loans are stated at cost,
which approximates fair value.
Purchases and sales of securities are recorded on a trade-
date basis. Dividends are recorded on the ex-dividend date.
3. INVESTMENTS
Individual investments that represent five percent or more
of the Plan's net assets are as follows:
At December 31,
2002 2001
UBS Paine Webber Stable Value GIC $18,191,156 $15,458,155
EOG Unitized Stock Fund 14,081,438 13,788,570
American Washington Mutual Investment Fund 3,007,788 2,899,131
Pimco Total Return Fund 2,746,815 1,303,677*
AIM Blue Chip Fund 2,199,132* 2,700,191
UBS Paine Webber Brinson Tactical Allocation Fund 2,046,928* 2,940,975
Mass Investors Growth Stock Fund 1,996,051* 2,597,719
* Item does not meet 5% threshold at the end of the
applicable year.
Information about the significant components of the change
in net assets relating to the EOG Unitized Stock Fund is as
follows:
Year Ended December 31,
2002 2001
Changes in Net Assets
Contributions $ 1,413,123 $ 3,575,720
Net Appreciation (Depreciation) 318,021 (5,646,412)
Benefits Paid to Participants (320,400) (4,941,433)
Transfers (1,047,433) 95,961
Loan Repayments, Net of Borrowings (70,443) (434,832)
Total $ 292,868 $(7,350,996)
Information about the significant components of the change
in net assets relating to the Enron Unitized Stock Fund is as
follows:
Year Ended December 31,
2002 2001(1)
Changes in Net Assets
Net Depreciation $ (222,353) $(38,792,982)
Benefits Paid to Participants (4,917) (4,725,846)
Transfers (38,279) (1,774,427)
Loan Repayments, Net of Borrowings (803) (92,713)
Total $ (266,352) $ (45,385,968)
(1) On December 2, 2001, Enron Corp. and certain of its
affiliates filed voluntary petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code.
4. RELATED-PARTIES TRANSACTIONS
EOG, PFPC, and Riggs Bank N.A. are parties-in-interest.
Since certain Plan investments are shares of EOG Unitized
Stock Fund and Riggs Money Market Funds, these transactions
qualify as party-in-interest transactions.
5. TAX STATUS
The Plan obtained its favorable determination letter from
the Internal Revenue Service ("IRS") dated June 12, 2002, in
which the IRS stated that the Plan and related trust are
designed in accordance with applicable sections of the Code.
Accordingly, no provision for income taxes has been made in
the accompanying financial statements. It is the opinion of
the Plan administrator that the Plan is designed and is
currently being operated in compliance with the applicable
requirements of the Code and the related trust is tax exempt.
6. RISK AND UNCERTAINTIES
The Plan provides for various investments in stock, short-
term investments, mutual funds and other investments.
Investment securities, in general, are exposed to various
risks, such as interest rate, credit and overall market
volatility risk. Due to the level of risk associated with
certain investment securities, it is reasonably possible that
changes in the values of investment securities will occur in
the near term and that such changes could materially affect
the amounts reported in the Statements of Net Assets Available
for Benefits and individual participant account balances.
EOG RESOURCES, INC. SAVINGS PLAN
EIN 47-0684736 PLAN NO. 001
SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES
AT DECEMBER 31, 2002
Identity of Issuer,
Borrower,Lessor, or
Similar Party Description of Investment Cost Current Value
UBS Paine Webber Stable Value GIC ** $18,191,156
*EOG Unitized Stock Fund 598,853 unit shares ** 14,081,438
American Washington Mutual Investment Fund ** 3,007,788
Pimco Total Return Fund ** 2,746,815
AIM Blue Chip Fund ** 2,199,132
UBS Paine Webber Brinson Tactical Allocation Fund ** 2,046,928
UBS Paine Webber S&P 500 Index Fund ** 2,005,267
Mass Investors Growth Stock Fund ** 1,996,051
American Euro Pacific Growth Fund ** 1,739,044
AIM Balanced Fund ** 1,407,211
Pimco Mid Cap Growth Fund ** 1,185,447
AIM Constellation Fund ** 1,026,475
*Participant Loans Various maturities and interest rates ** 1,005,201
Alliance Premium Growth Fund ** 1,004,166
Franklin/Templeton Qualified Fund ** 772,039
Enron Unitized Stock Fund 48,417 unit shares ** 34,134
*Riggs Prime Money Market Fund ** 1,921
*Riggs Money Market Account ** 1,689
$54,451,902
* Party-in-Interest
** Cost not required for participant-directed investments
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, members of the Administrative Committee have duly caused
this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
EOG RESOURCES, INC. SAVINGS PLAN
By: /s/ PATRICIA L. EDWARDS
Patricia L. Edwards
Chairman of the Administrative Committee
Date: June 27, 2003
EXHIBIT INDEX
Exhibit No. Document
23.1 Consent of Deloitte & Touche LLP
99.1 Certification of Annual Report of Chairman of
the Administrative Committee (Chief Executive
Officer of the EOG Resources, Inc. Savings Plan)
99.2 Certification of Annual Report of Vice President
Accounting and Land Administration, EOG Resources, Inc.
(Chief Financial Officer of the EOG Resources, Inc.
Savings Plan)