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: July 24, 2002
_______________
EOG RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-9743 47-0684736
(State or other (Commission (I.R.S. Employer
jurisdiction File Identification No.)
of incorporation or Number)
organization)
333 Clay
Suite 4200 77002
Houston, Texas (Zip code)
(Address of principal
executive offices)
713/651-7000
(Registrant's telephone number, including area code)
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EOG RESOURCES, INC.
Item 5. Other Events
I. Proxy Statement Correction
The 2001 Salary for the Named Officers of EOG Resources,
Inc. ("EOG") was understated due to an inadvertent omission of
approximately half of the salary deferrals into the EOG
Resources, Inc. 1996 Deferral Plan.
Name Principal Position Reported Salary Correct Salary
--------------------- ------------------------------------ --------------- --------------
Mark G. Papa Chairman and Chief Executive Officer $647,577 $664,808
Edmund P. Segner, III President and Chief of Staff $435,239 $449,239
Loren M. Leiker Executive Vice President, $262,692 $297,692
Exploration & Development
Gary L. Thomas Executive Vice President, $264,038 $297,692
North America Operations
Barry Hunsaker, Jr. Senior Vice President and $246,885 $284,039
General Counsel
II. Enron Corp. Mandatorily Exchangeable Notes
As discussed in more detail in Item 1 of EOG's Form 10-K for
the fiscal year ended December 31, 1999, under the heading
"Relationship Between the Company and Enron Corp.", following the
closing on August 16, 1999, of the Share Exchange between EOG and
Enron Corp. ("Enron"), Enron issued promissory notes that are
mandatorily exchangeable at maturity into a maximum of 11.5
million shares of EOG common stock, which constituted all of Enron's
remaining shares in EOG on the date the notes were issued.
According to the prospectus for the notes, the notes are
unsecured general corporate obligations of Enron. The maturity
date for the notes is July 31, 2002. In light of Enron's
bankruptcy, EOG believes it is unlikely that the notes will be
exchanged for EOG common stock.
According to filings with the Securities and Exchange
Commission, the 11.5 million shares of EOG common stock formerly
held by Enron are currently held by an affiliate of Enron. The
bankruptcy judge in the Enron bankruptcy case has authorized the
sale of the 11.5 million shares of EOG common stock in a manner
specified in the judge's order, with the proceeds to be placed
into escrow. The timing of the sale is to be determined by a
committee of interested
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parties that does not include EOG. The entire 11.5 million shares
have been included in EOG's outstanding common shares.
Item 9. Regulation FD Disclosure
I. Second Quarter 2002
The forecast items for second quarter 2002 set forth
below for EOG are based on current available information and
expectations as of the date of this document, and replace the
guidance for these items issued on Form 8-K on April 29, 2002.
Estimates are provided in the attached table.
II. 2002 Natural Gas and Crude Oil Financial Price Swap and
Physical Contracts
(a) 2002 Financial Price Swap Contracts:
o Natural Gas Financial Price Swap Contracts - Tabulated below
is a summary of EOG's 2002 natural gas financial price swap
contracts. EOG accounts for these swap contracts under mark-to-
market accounting.
Average Price Volume
($/MMBtu) (MMBtud)
------------- --------
January (closed) $ 3.21 140,000
February (closed) $ 3.13 190,000
March (closed) $ 3.13 140,000
April and May (closed) $ 2.74 390,000
June (closed) $ 2.76 203,333
July (closed) $ 3.19 100,000
August through October $ 3.21 100,000
November and December $ 3.35 75,000
o Crude Oil Financial Price Swap Contracts - EOG has contracts
in place covering notional volumes of two thousand barrels of oil
per day at a price of $21.50 per barrel for the period
March 2002 through December 2002. Crude oil financial price swap
contracts for the period March 2002 through June 2002 are closed.
EOG accounts for these swap contracts under mark-to-market
accounting.
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(b) 2002 Natural Gas Physical Contracts:
Tabulated below is a summary of EOG's 2002 forward natural gas
physical contracts beyond the prompt month at the time entered
with fixed price and fixed volume terms. In the future, EOG
plans only to report physical contracts beyond the forward two
months. EOG considers physical contracts within this time frame
to be within the ordinary marketing of production. These physical
volumes are recorded as natural gas sales and therefore are included
in the average realized natural gas prices for the period.
Average Price Approximate Volume
($/MMBtu) (MMBtud)
------------- ------------------
United States
-----------------------------
January and February (closed) $ 3.03 95,000
May (closed) $ 2.63 106,000
July $ 3.25 103,000
August and September $ 3.14 107,000
October $ 2.47 107,000
Canada
------------------------------
January through March (closed) $ 3.34 25,000
April through June (closed) $ 3.19 34,000
July through December $ 3.33 25,000
III. Price Risk Management Activities
For the second quarter of 2002, EOG anticipates a gain
from outstanding mark-to-market commodity financial price
swaps of $0.7 million compared to a gain of $36.8 million for
the prior year period. During the same period, net cash
outflows from outstanding commodity price swaps were $19.8
million compared to net cash inflows of $0.7 million for the
comparable period in 2001.
IV. Full Year 2002 Production
The full year total equivalent production range, as
previously forecast on Form 8-K on April 29, 2002, remains in
effect at this time and is expected to be further updated on
or about August 12, 2002. However, due to current weak basis
(location) differentials in the
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Western United States and Canadian basins, and the possible
voluntary reduction of production as a result, it is possible
that actual production will be less than the current full year
forecast as well as any future full year forecast.
V. Forward-Looking Statements
This document includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Forward-looking
statements are not guarantees of performance. Although EOG
believes its expectations reflected in forward-looking statements
are based on reasonable assumptions, no assurance can be given
that these expectations will be achieved. Important factors that
could cause actual results to differ materially from the
expectations reflected in the forward-looking statements include,
among others: the timing and extent of changes in commodity
prices for crude oil, natural gas and related products and
interest rates; the extent and effect of any hedging activities
engaged in by EOG; the extent of the EOG's success in
discovering, developing, marketing and producing reserves and in
acquiring oil and gas properties; the accuracy of reserve
estimates, which by their nature involve the exercise of
professional judgment and may therefore be imprecise; political
developments around the world, including terrorist activities and
responses to such activities; and financial market conditions.
In light of these risks, uncertainties and assumptions, the
events anticipated by EOG's forward-looking statements might not
occur. EOG undertakes no obligations to update or revise its
forward-looking statements, whether as a result of new
information, future events or otherwise.
Definitions
-----------
$/Bbl US Dollars per barrel
$/MMBtu US Dollars per million British thermal units
$/Mcf US Dollars per thousand cubic feet
MMBtud Million British thermal units per day
MMcfd Million cubic feet per day
Mbd Thousand barrels per day
WTI West Texas Intermediate
NYMEX New York Mercantile Exchange
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SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
EOG RESOURCES, INC.
Date: July 24, 2002 By: /s/ TIMOTHY K. DRIGGERS
---------------------------
Timothy K. Driggers
Vice President, Accounting
and Land Administration
(Principal Accounting Officer)
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EOG Resources, Inc.
Estimated Ranges
2Q 2002
-----------------------
Daily Production
Natural Gas (MMcfd)
United States 625 - 630
Canada 155 - 160
Trinidad 110 - 115
Total 890 - 905
Crude Oil (Mbd)
United States 19.0 - 19.5
Canada 1.8 - 2.0
Trinidad 1.8 - 2.0
Total 22.6 - 23.5
Natural Gas Liquids (Mbd)
United States 2.5 - 3.0
Canada 0.5 - 1.0
Total 3.0 - 4.0
Pricing
Natural Gas ($/Mcf)
Differentials*
United States - below NYMEX Henry Hub $0.30 - $0.35
Canada - below NYMEX Henry Hub $0.60 - $0.65
Realizations
Trinidad $1.27
Crude Oil ($/Bbl)
Differentials
United States - below WTI $1.35 - $1.45
Canada - below WTI $2.30 - $2.35
Trinidad - below WTI $1.75 - $1.80
* Natural gas differentials include the effect of physical contracts.