SECURITIES AND EXCHANGE COMMISSION
FORM 11-K
(Mark One)
þ | ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2003
OR
o | TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
COMMISSION FILE NO. 33-79826
NEWFIELD EXPLORATION COMPANY 401(K) PLAN
NEWFIELD EXPLORATION COMPANY
363 NORTH SAM HOUSTON PARKWAY EAST
SUITE 2020
HOUSTON, TEXAS 77060
(281) 847-6000
(Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office)
Item 4. | Financial statements and schedules are prepared in accordance with the financial reporting requirements of ERISA. |
Newfield Exploration Company 401(k) Plan
Financial Statements and Supplemental Schedule
INDEX TO FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULE
DECEMBER 31, 2003 and 2002
1 | ||||
FINANCIAL STATEMENTS: |
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2 | ||||
3 | ||||
4 | ||||
SUPPLEMENTAL SCHEDULE: |
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8 |
ii
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Participants and Plan Administrator
Newfield Exploration Company 401(k) Plan
Houston, Texas
We have audited the accompanying statement of net assets available for benefits of the Newfield Exploration Company 401(k) Plan (the Plan) as of December 31, 2003 and 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the 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, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003 and 2002 and the changes in net assets available for benefits for the year ended December 31, 2003 in conformity with U.S. generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) 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 Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plans management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2003 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2003 financial statements taken as a whole.
/s/ Crowe Chizek and Company LLC
Oak Brook, Illinois
May 7, 2004
NEWFIELD EXPLORATION COMPANY 401(k) PLAN
2003 |
2002 |
|||||||
ASSETS |
||||||||
Investments, at fair value (Note 3) |
$ | 17,112,701 | $ | 11,744,856 | ||||
Cash |
69,206 | 50,296 | ||||||
17,181,907 | 11,795,152 | |||||||
Pending trades receivable |
35,740 | | ||||||
Total Assets |
17,217,647 | 11,795,152 | ||||||
LIABILITIES |
||||||||
Pending trades |
| 14,314 | ||||||
Accrued expenses |
330 | 184 | ||||||
330 | 14,498 | |||||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 17,217,317 | $ | 11,780,654 | ||||
See accompanying notes to financial statements.
2
NEWFIELD EXPLORATION COMPANY 401(k) PLAN
ADDITIONS TO NET ASSETS ATTRIBUTED TO: |
||||
Investment income |
||||
Net appreciation in fair value of
investments (Note 3)
|
$ | 2,601,712 | ||
Interest and dividends |
135,345 | |||
2,737,057 | ||||
Contributions
Company |
1,667,935 | |||
Participant |
2,113,499 | |||
Rollovers |
426,706 | |||
4,208,140 | ||||
Total additions |
6,945,197 | |||
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: |
||||
Benefit payments |
1,503,509 | |||
Administrative charges |
5,025 | |||
Total deductions |
1,508,534 | |||
INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS |
5,436,663 | |||
NET ASSETS AVAILABLE FOR BENEFITS |
||||
Beginning of year |
11,780,654 | |||
End of year |
$ | 17,217,317 | ||
See accompanying notes to financial statements.
3
NEWFIELD EXPLORATION COMPANY 401(k) PLAN
NOTE 1 DESCRIPTION OF PLAN
The following description of the Newfield Exploration Company 401(k) Plan (the Plan) contains general information for financial reporting purposes. A summary plan description is provided to participants explaining general Plan provisions. The Plan agreement, however, governs the operation of the Plan, and its terms prevail in the event of a conflict with any summary of the Plan. Participants should refer to the Plan agreement for a more complete description of the Plans provisions.
General: The Plan is a defined contribution plan effective January 1, 1989. Generally, all employees of Newfield Exploration Company (the Company) and certain of its affiliates, other than certain employees covered by collective bargaining agreements, leased employees and nonresident aliens, are eligible to participate in the Plan. The Plan is subject to the requirements of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions: Participants may contribute up to 30% of their eligible compensation (as defined by the Plan) on a semi-monthly basis. The Company will make a matching contribution in an amount equal to $1.00 for each $1.00 contributed by a participant as described in the preceding sentence, up to a maximum of 8% of the participants compensation for the applicable semi-monthly contribution period. The Plan allows certain eligible participants to make catch-up contributions in accordance with Internal Revenue Service regulations. The foregoing participant and Company matching contributions are subject to certain limitations.
Participants may also contribute certain amounts representing distributions from other qualified plans and individual retirement accounts. Participants may direct the amounts contributed to their accounts into any of the investment options available under the Plan. Certain administrative fees of the Plan have been paid by the Company.
Participant Accounts: Each participant has an account that is credited with the participants contributions, and allocations of the Companys matching contributions and Plan earnings and, at times, charged with an allocation of Plan administrative expenses. Allocations are based on participant contributions, participant earnings or account balances, as defined. Earnings are allocated by investment fund based on the ratio of a participants account invested in a particular fund to all participants investments in that fund. The benefit to which a participant is entitled is the benefit that can be provided from the participants vested account.
Vesting: Participants are immediately vested in their own contributions plus actual earnings thereon. Vesting in amounts attributable to Company matching contributions is based on years of service. A participant becomes 20% vested for each year of service and is fully vested after five years of service. An active participant is entitled to 100% of his or her account balance upon retirement, death or disability.
4
NEWFIELD EXPLORATION COMPANY 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2003 and 2002
NOTE 1 DESCRIPTION OF PLAN (Continued)
Benefit Payments: On termination of service, a participant is entitled to receive the vested portion of his or her account. A participant may elect to receive such vested portion in the form of a lump-sum payment or installment payments. A participant may also elect to receive distributions in the form of Company common stock, to the extent the participant is invested therein. Distributions are subject to the applicable provisions of the Plan agreement.
Participant Loans: A participant may borrow up to the lesser of $50,000 or 50% of his or her vested account balance. The loan will bear interest at a rate commensurate with market rates for similar loans.
NOTE 2 SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting: The Plans financial statements are prepared on the accrual basis of accounting.
Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the Plan Administrator of the Plan (the Plan Administrator) to make estimates and assumptions that affect certain reported amounts and disclosures, and actual results may differ from these estimates.
Risks and Uncertainties: The Plan provides for various investment options. The underlying investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants account balances and the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits.
Payment of Benefits: Benefits are recorded when paid.
Investment Valuation and Income Recognition: The Plans investments are stated at fair value at year end. Quoted market prices are used to value investments in mutual funds and common stock. Shares or units of common collective funds are valued at the net asset value of shares or units held by the Plan. Participant loans are reported at cost, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
5
NEWFIELD EXPLORATION COMPANY 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2003 and 2002
NOTE 3 INVESTMENTS
Investments representing 5% or more of the Plans net assets at December 31 are as follows:
2003 |
2002 |
|||||||
Newfield Exploration Company Common Stock
(39,567 and 35,804 shares in 2003 and 2002,
respectively) |
$ | 1,762,314 | $ | 1,290,738 | ||||
Diversified Stable Pooled Fund |
2,505,601 | 2,504,405 | ||||||
Diversified Stock Index Fund |
2,609,215 | 1,659,920 | ||||||
Diversified Equity Growth Fund |
2,247,558 | 1,577,777 | ||||||
Diversified Mid-Cap Growth Fund |
1,855,746 | 1,392,348 | ||||||
Diversified Value & Income Fund |
1,645,573 | 1,101,506 | ||||||
Diversified International Equity Fund |
1,589,654 | 1,055,464 | ||||||
Diversified Core Bond Fund |
653,328 | 642,231 |
During 2003, the Plans investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:
Mutual funds |
$ | 2,136,790 | ||
Common/collective fund |
97,770 | |||
Common stock |
367,152 | |||
$ | 2,601,712 |
NOTE 4 RELATED-PARTY TRANSACTIONS
Parties-in-interest are defined under Department of Labor regulations as any fiduciary of the Plan, any party rendering service to the Plan, the Company, and certain others. Some Plan investments are in mutual funds or common collective funds offered by Diversified Investment Advisors (DIA), the plans recordkeeper. As Investors Bank and Trust Company (IBTC) is the trustee of the Plan, IBTC is affiliated with DIA and these funds are offered by DIA, investments in such funds qualify as party-in-interest investments. Total assets invested in these funds were $14,741,336 at December 31, 2003 and $10,220,493 at December 31, 2002. During 2003, the Plan paid $5,025 in administrative fees to DIA, which qualifies as a party-in-interest transaction.
Other party-in-interest investments held by the Plan include Company common stock totaling $1,762,314 and $1,290,738 at December 31, 2003 and 2002, respectively, and participant loans totaling $284,013 and $184,158 at December 31, 2003 and 2002.
NOTE 5 PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts and the Plans assets will be distributed in accordance with the terms of the Plan agreement.
6
NEWFIELD EXPLORATION COMPANY 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2003 and 2002
NOTE 6 TAX STATUS
The Internal Revenue Service has determined by a letter dated November 19, 2001 that the Plan, which is a prototype plan, is designed in accordance with applicable sections of the Internal Revenue Code (IRC) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan has been amended since receiving the determination letter. However, the Plan Administrator believes the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Thus, no provision for federal income taxes is included in the Plans financial statements.
NOTE 7 FORFEITURES
Forfeitures result from Company contributions that remain in the Plan following the termination of employment of participants who had less than 100 percent vested interests in the Company matching contribution portions of their accounts. At December 31, 2003 and 2002, forfeitures of $90,210 and $9,315, were available to offset Company contributions or pay Plan expenses that otherwise would be payable by the Company in accordance with the Plan agreement. In 2003, Company cash contributions were offset by $74,263 from forfeited non-vested accounts and the Plan paid $3,100 of administrative fees through forfeitures.
NOTE 8 TERMINATED PARTICIPANTS
Included in net assets available for benefits are amounts allocated to individuals who have elected to withdraw from the Plan but have not been paid. As of December 31, 2003 and 2002, amounts allocated to these participants totaled $0 and $44,146, respectively.
7
NEWFIELD EXPLORATION COMPANY 401(k) PLAN
Plan Sponsor:
|
Newfield Exploration Company | |||||
Employer Identification Number:
|
72-1133047 | |||||
Plan Number:
|
001 | |||||
(c) | ||||||||||||||||
Description of Investment, | ||||||||||||||||
(b) | Including Maturity Date, | (e) | ||||||||||||||
Identity of Issuer, Borrower, | Rate of Interest, | (d) | Current | |||||||||||||
(a) |
Lessor, or Similar Party |
Par, or Maturity Value |
Cost |
Value |
||||||||||||
Mutual Funds | ||||||||||||||||
* Diversified Investment Advisors | Diversified High Quality Bond Fund | # | $ | 227,581 | ||||||||||||
* Diversified Investment Advisors | Diversified Core Bond Fund | # | 653,328 | |||||||||||||
* Diversified Investment Advisors | Diversified Short Term/Intermediate Horizon Fund |
# | 51,128 | |||||||||||||
* Diversified Investment Advisors | Diversified Intermediate Horizon Fund |
# | 205,917 | |||||||||||||
* Diversified Investment Advisors | Diversified Value & Income Fund | # | 1,645,573 | |||||||||||||
* Diversified Investment Advisors | Diversified Stock Index Fund | # | 2,609,215 | |||||||||||||
* Diversified Investment Advisors | Diversified Intermediate/Long Term Strategic Allocation Fund |
# | 171,392 | |||||||||||||
* Diversified Investment Advisors | Diversified Mid-Cap Growth Fund | # | 1,855,746 | |||||||||||||
* Diversified Investment Advisors | Diversified Equity Growth Fund | # | 2,247,558 | |||||||||||||
* Diversified Investment Advisors | Diversified Mid-Cap Value Fund | # | 201,776 | |||||||||||||
* Diversified Investment Advisors | Diversified International Equity Fund | # | 1,589,654 | |||||||||||||
* Diversified Investment Advisors | Diversified Small Cap Value Fund | # | 215,168 | |||||||||||||
* Diversified Investment Advisors | Diversified Small Cap Growth Fund | # | 314,581 | |||||||||||||
Common Stock | ||||||||||||||||
* Newfield Exploration Company | Common Stock | # | 1,762,314 |
*
|
- | Denotes party in interest | ||
#
|
- | Investments are participant-directed, therefore, cost information is not required. |
8
NEWFIELD EXPLORATION COMPANY 401(k) PLAN
SCHEDULE H, LINE 4(i) SCHEDULE OF ASSETS (HELD AT END OF YEAR)(Continued)
December 31, 2003
Plan Sponsor:
|
Newfield Exploration Company | |||||
Employer Identification Number:
|
72-1133047 | |||||
Plan Number:
|
001 | |||||
(c) | ||||||||||||||||
Description of Investment, | ||||||||||||||||
(b) | Including Maturity Date, | (e) | ||||||||||||||
Identity of Issuer, Borrower, | Rate of Interest, | (d) | Current | |||||||||||||
(a) |
Lessor, or Similar Party |
Par, or Maturity Value |
Cost |
Value |
||||||||||||
Common/Collective Fund | ||||||||||||||||
* Diversified Investment Advisors | Diversified Stable Pooled Fund | # | 2,505,601 | |||||||||||||
Money Market Fund | ||||||||||||||||
* Diversified Investment Advisors | Diversified Money Market Fund | # | 247,118 | |||||||||||||
Self-Directed Account | ||||||||||||||||
* Diversified Investment Advisors | Personal Choice Account-Self-Directed Brokerage Accounts |
# | 325,038 | |||||||||||||
Participant Loans | ||||||||||||||||
* Participant Loans | Self-Directed Brokerage Accounts Interest rates ranging from 5.00% to 5.96% |
284,013 | ||||||||||||||
$ | 17,112,701 | |||||||||||||||
*
|
- | Denotes party in interest | ||
#
|
- | Investments are participant-directed, therefore, cost information is not required. |
9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator of the Plan has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
NEWFIELD EXPLORATION COMPANY 401(K) PLAN |
||||
Date: June 25, 2004 | By: | /s/ MONA LEIGH BROUSSARD | ||
Mona Leigh Broussard | ||||
Plan Administrator | ||||
10
INDEX TO EXHIBITS
EXHIBIT NUMBER |
DESCRIPTION |
|
23.1
|
Consent of Independent Registered Public Accounting Firm Crowe Chizek and Company LLC |