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, 2003
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
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits at
December 31, 2003 and 2002 4
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 2003 and 2002 5
Notes to Financial Statements 6
SUPPLEMENTAL SCHEDULE:
Schedule H, Line 4(i) - Schedule of Assets
(Held at End of Year) at December 31, 2003 10
SIGNATURES 11
EXHIBIT INDEX 12
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2003 and 2002, and the related statements
of changes in net assets available for benefits for the years
ended December 31, 2003 and 2002. 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 generally accepted
auditing standards as established by the Auditing Standards Board
(United States) and in accordance with the auditing standards of
the Public Company Accounting Oversight Board (United States).
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, 2003 and 2002, and the changes in net assets
available for benefits for the years ended December 31, 2003 and
2002 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 at End of Year) at December 31, 2003, 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 23, 2004
EOG RESOURCES, INC. SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
At December 31,
2003 2002
ASSETS
Investments
Common Stock and Other Securities $68,035,037 $53,443,091
Loans to Participants 1,468,461 1,005,201
Total Investments 69,503,498 54,448,292
Receivables
Employer Contributions 36,935 87,981
Participant Contributions 55,209 149,998
Total Receivables 92,144 237,979
Cash and Equivalents 311,538 3,610
NET ASSETS AVAILABLE FOR BENEFITS $69,907,180 $54,689,881
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,
2003 2002
ADDITIONS
Employer Contributions $ 3,431,824 $ 3,035,416
Participant Contributions 5,209,742 4,657,429
Participant Rollovers 452,797 638,165
Interest and Dividend Income 511,890 419,100
Net Appreciation in Fair Value of Investments 8,367,968 -
Total Additions 17,974,221 8,750,110
DEDUCTIONS
Benefits Paid to Participants 2,751,402 1,344,660
Administrative Expenses 5,520 4,240
Net Depreciation in Fair Value of Investments - 4,170,125
Total Deductions 2,756,922 5,519,025
NET INCREASE 15,217,299 3,231,085
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 54,689,881 51,458,796
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $69,907,180 $54,689,881
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, and
further amended on December 15, 2003, 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).
With the final amendment on December 15, 2003, the Plan
complies with final and temporary regulations promulgated
under section 401(a)(9) 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. WySTAR Global Retirement Solutions
(WySTAR), who purchased PFPC Inc. in 2003, 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.
In the second quarter of 2003, the Plan Administrative
Committee conducted a thorough review of the Plan's design,
objectives and investment options. After careful
consideration, the Plan Administrative Committee approved the
following changes to the Plan: the EOG Unitized Stock Fund
was frozen to new investments; the Enron Unitized Stock Fund
was liquidated; and the two under-performing mutual funds, AIM
Balanced Fund and UBS Tactical Allocation Fund, were
liquidated and replaced by the AllianceBernstein Balanced
Fund. In addition, Vanguard Prime Money Market Fund and
Pioneer High Yield Bond Fund were added to the Plan. The
blackout period for the implementation of these changes to the
Plan began on August 27, 2003 and ended on September 3, 2003.
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 who have agreed to
forgo certain benefits offered by EOG and therefore have been
designated Minimal Benefits Employees, 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. 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. 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.
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, 2003 and
2002, forfeited nonvested amounts totaled $163,861 and
$47,363, respectively. During the period from January 1, 2002
to December 31, 2003, funds in the forfeiture account in the
Plan were not utilized.
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 have no more than one loan
outstanding at any time. 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. 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.
Interest income is recorded when earned.
3. INVESTMENTS
Individual investments that represent five percent or more
of the Plan's net assets are as follows:
At December 31,
2003 2002
UBS Stable Value Fund $17,464,247 $18,191,156
EOG Unitized Stock Fund 16,182,135 14,081,438
American Fund Washington Mutual 5,292,083 3,007,788
AllianceBernstein Balanced Shares Fund 4,876,928 -(1)
American Fund EuroPacific Growth 4,223,824 1,739,044(2)
Pimco Total Return Fund 3,252,290(2) 2,746,815
(1) Fund did not exist in 2002.
(2) Item does not meet 5% threshold at the end of the applicable
year.
During 2003 and 2002, the Plan's investments, including
gains and losses on investments bought and sold, as well as
held during the year, appreciated (depreciated) in value as
follows:
Year Ended December 31,
2003 2002
Stocks $7,778,178 $(4,943,937)
Fixed Income Securities 589,790 773,812
Total $8,367,968 $(4,170,125)
4. RELATED-PARTIES TRANSACTIONS
EOG, WySTAR and Riggs Bank N.A. are parties-in-interest as
defined in ERISA. Since certain Plan investments are shares
of EOG Unitized Stock Fund (until the third quarter of 2003,
at which time the EOG Unitized Stock Fund was frozen to new
investments) 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.
Although the Plan has been amended since receiving the
determination letter, based on advice from the Plan's tax counsel
the Plan Administrative Committee believes that the Plan is designed
and currently being operated in compliance with the applicable
requirements of the Code and the related trust is tax exempt.
Accordingly, no provision for income taxes has been made in
the accompanying financial statements.
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.
7. FINAL FORM 11-K
Pursuant to the Securities Exchange Act of 1933, the filing
of the Annual Report on Form 11-K with the Securities and
Exchange Commission (SEC) is not required for defined
contribution plans not involving the purchase of employer
securities with employee contributions. As discussed in Note
1, in the third quarter of 2003, the EOG Unitized Stock Fund
was frozen to new investments; therefore, no employee
contributions will be used to purchase units of this fund
beginning September 3, 2003 and thereafter. As a result, the
filing of this report with the SEC will not be required in the
future.
EOG RESOURCES, INC. SAVINGS PLAN
EIN 47-0684736 PLAN NO. 001
SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AT DECEMBER 31, 2003
Identity of Issuer,
Borrower, Lessor,
or Similar Party Description of Investment Cost Current Value
UBS Stable Value Fund ** $17,464,247
*EOG Unitized Stock Fund ** 16,182,135
American Fund Washington Mutual ** 5,292,083
AllianceBernstein Balanced Shares Fund ** 4,876,928
American Fund EuroPacific Growth ** 4,223,824
Pimco Total Return Fund ** 3,252,290
AIM Blue Chip Fund ** 3,127,597
MFS Mass Investors Growth Stock Fund ** 3,006,014
Pimco Mid-Cap Growth Fund ** 2,539,109
UBS Stock Market Index Fund ** 2,511,877
AllianceBernstein Premier Growth Fund ** 1,825,789
AIM Constellation Fund ** 1,729,563
Mutual Qualified Fund ** 1,598,598
*Participant Loans Various maturity dates not
more than 5 years,
various interest rates ** 1,468,461
Pioneer High Yield Fund ** 404,983
Vanguard Prime Money Market ** 307,894
Cash Money Market ** 1,937
*Riggs Money Market ** 1,707
$69,815,036
* 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 Plan 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/ JULIE T. CLAY
Julie T. Clay
Chairman of the Administrative Committee
Date: June 25, 2004
EXHIBIT INDEX
Exhibit No. Document
23.1 Consent of Deloitte & Touche LLP