8-K

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): Not Applicable

Pogo Producing Company
(Exact name of registrant as specified in its charter)

Delaware	1-7792	74-165 9398
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

5 Greenway Plaza, Suite 2700
Houston, Texas 77046-0504
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (713) 297-5000

TABLE OF CONTENTS

	Item 5. Other Events
	Item 7. Financial Statements and Exhibits.
	Item 9. Regulation FD Disclosure.
SIGNATURES
INDEX TO EXHIBITS
Press Release
Unaudited Supplemental Financial Information
Unaudited Supplemental Operating Information

Item 5. Other Events

(1) Pursuant to Article 1, Sections 9, 10 and 11 of the Amended and Restated Bylaws of Pogo Producing Company, a Delaware Corporation (the “Company”), notice is hereby given that the Company’s Board of Directors has determined that the 2003 annual meeting of stockholders of the Company will be held on Tuesday, April 22, 2003, at the Century II Room, Renaissance Houston Hotel, Six Greenway Plaza, Houston, Texas at 10:00 AM, Houston time. The record date for shareholders to be entitled to vote at the Annual Meeting has been established by the Company’s Board of Directors to be the close of business on March 14, 2003.

Item 7. Financial Statements and Exhibits.

     The following exhibits are filed herewith:

     99.1 Press Release

     99.2 Unaudited Supplemental Financial Information

     99.3 Unaudited Supplemental Operating Information

Item 9. Regulation FD Disclosure.

(1)

On January 21, 2003, a press release was issued by the Company and also made available through the Company’s website at www.pogoproducing.com. The press release contains certain information concerning the Company’s financial and operating results for the quarter and year ended December 31, 2002. A copy of this press release is included herein as Exhibit 99.1 and incorporated in this Item 9 by reference.

(2)

On January 21, 2003, certain unaudited supplemental financial and operating information concerning the Company’s results for the quarter and year ended December 31, 2002, were placed on the Company’s website at www.pogoproducing.com/ir_sfi.html. A copy of the two supplemental schedules are included herein as Exhibits 99.2 and 99.3 and are incorporated in this Item 9 by reference.

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 thereunto duly authorized.

Pogo Producing Company
By:	/s/ Gerald A. Morton Gerald A. Morton Senior Vice President and     Corporate Secretary

Dated: January 22, 2003

INDEX TO EXHIBITS

EXHIBIT
NUMBER	DESCRIPTION
99.1	Press Release
99.2	Unaudited Supplemental Financial Information
99.3	Unaudited Supplemental Operating Information

EX-99.1 3 h02635exv99w1.htm PRESS RELEASE

Exhibit 99.1

FOR IMMEDIATE RELEASE
Contact: Paul G. Van Wagenen
(713) 297-5000

POGO’S 2002 EARNINGS SPARKED BY 38% INCREASE IN OIL AND GAS PRODUCTION;

PRODUCTION REPLACED FOR ELEVENTH CONSECUTIVE YEAR;

CAPITAL AND EXPLORATION BUDGET SET AT $320 MILLION FOR 2003;

QUARTERLY DIVIDEND INCREASED BY 67%

     HOUSTON, TX. — January 21, 2003 — Net income of Pogo Producing Company (“PPP” — NYSE) in 2002 increased to $107,031,000 or $1.85 per share, on revenues of $751,441,000, it was announced today by Paul G. Van Wagenen, Chairman and Chief Executive Officer. In 2001, Pogo’s net income totaled $87,954,000, or $1.72 per share, on revenues of $605,500,000.

     Pogo’s 2002 fourth quarter net income was $37,751,000, or $0.62 per share, on revenues of $216,338,000 compared to fourth quarter 2001 net income of $1,426,000, or $0.03 per share, on revenues of $122,709,000.

     Discretionary cash flow in 2002 was $492,941,000, up 31% from $377,329,000 a year earlier. In the fourth quarter of 2002, discretionary cash flow was $135,840,000 compared to $67,514,000 in the fourth quarter a year ago.

     Mr. Van Wagenen said, “Our highly successful 2002 drilling program enabled us to replace our production for the eleventh consecutive year, always a cardinal objective of Pogo. Reserves replacement was even more of an accomplishment considering Pogo’s record-high production rates in 2002. Much of the increase came from Pogo’s successful drilling in the Gulf of Mexico as well as from steady production growth in the Gulf of Thailand.”

     Mr. Van Wagenen noted, “Pogo enjoyed exceptional results with the drill-bit in 2002. The company drilled a worldwide total of 172 gross wells, 159 of which were successfully completed, a 92% success rate. For a company with a meaningful exploration program, that ratio is truly extraordinary.”

OIL AND GAS RESERVES REACH ALL-TIME HIGH

     Pogo added enough new proven oil and natural gas reserves to replace an estimated 122% of its 2002 worldwide production. New reserves discovered in Thailand in 2002 offset 106% of Thailand’s production, and new reserves added in the United States reflect a 129% domestic production replacement rate. Pogo’s year-end estimated equivalent proven oil and natural gas reserves rose to 1.583 trillion cubic feet.

     Pogo’s 2002 equivalent daily production of all hydrocarbons was 98,348 barrels per day, a 38% increase from 71,344 barrels per day of equivalent production in 2001. In 2002, average daily production of liquid hydrocarbons, including crude oil, condensate and plant products, was 51,840 barrels per day, up 63% from 31,707 barrels per day in 2001. Daily natural gas production in 2002 averaged 279.0 million cubic feet per day (mmcf/d), up 17% from 237.8 mmcf/d in 2001. In the fourth quarter of 2002, production of liquid hydrocarbons averaged 53,437 barrels per day, a 56% increase from 34,364 barrels per day produced in the fourth quarter of 2001. Natural gas production averaged 282.1 mmcf/d in the quarter just ended, up 13% from 250.1 mmcf/d produced in the fourth

quarter of 2001.

     For all of 2002, natural gas prices averaged $2.87 per thousand cubic feet (mcf), down from $3.71 per mcf averaged in 2001. In the fourth quarter of 2002 Pogo received $3.18 per mcf, up from an average price of $2.92 per mcf in the final quarter of 2001. Average oil and condensate prices received by Pogo in 2002 rose to $24.90 per barrel, up from $23.99 per barrel in 2001. Fourth quarter 2002 oil and condensate prices rose to $27.36 per barrel, up from $18.63 per barrel received in the same quarter of 2001.

GULF OF MEXICO SUCCESS

     Pogo’s fourth quarter Gulf of Mexico drilling program yielded a fine well, the West Delta Block 54 No. 1, which encountered 33 feet of hydrocarbon column at 12,600 feet subsea. It was drilled on a 100%-owned 350-acre structure and it was tested at a rate of 3 mmcf/d and 730 barrels of oil per day. The well should be on stream by March, upon completion of a flowline leading to Pogo’s South Pass Block 24 production facilities. A second well on this same West Delta structure is now planned for the third quarter of 2003.

     Pogo’s 100%-owned Main Pass Blocks 61/62 field was the focus of successful fourth quarter drilling activity. A well drilled at the “G-pod” encountered 40 feet of net Miocene natural gas pay and should be on production by mid-year. Just south of Blocks 61/62, the Main Pass Block 73 No. 5 “Garfield” well encountered 58 feet of oil and natural gas, and should be on stream by the fourth quarter of this year.

     A delineation well, the B-5 well, will be drilled on the “H” discovery area of Main Pass Block 62. It will be spudded within the next several days, and would, if successful, extend the known reserves of the shallower BA4AA horizon in the “B-pod” area of Main Pass Blocks 61/62 field.

DOMESTIC ONSHORE ACTIVITIES

     Pogo was particularly busy in the Permian Basin in the recently completed quarter. Fully 21 of Pogo’s total of 45 Permian Basin wells drilled in 2002 were drilled in the fourth quarter, bringing Pogo’s Permian Basin report card to 40 successful wells drilled in 2002 plus 11 more wells being drilled or completed as the year ended. Significant among the fourth quarter Permian Basin wells was Pogo’s 67%-owned Eddy County, New Mexico Pecos 33 Federal No. 2 well which was drill-stem tested at a rate of 8.8 mmcf/d. Also worthy of particular note was Pogo’s 65%-owned Eddy County McMillan No. 24-3 well that is now producing 1.3 mmcf/d in the Morrow formation and encountered additional natural gas shows which are presently behind pipe uphole in the Wolfcamp and Cisco intervals.

     In South Texas, Pogo drilled 39 wells in 2002, including ten in the fourth quarter. One of the more important ones was the 100%-owned Zapata County South Hundido area Benevides No. 3 well that Pogo drilled to the Lobo formation at a depth of 8,550 feet. It tested 2.6 mmcf/d and is awaiting a pipeline hookup. The nearby Benevides No. 2 well was still being drilled at year-end. Two fourth quarter Los Mogotes field wells, each approximately 70% owned by Pogo, are the Haynes No. 82 and Haynes No. 78. The No. 82 is now being completed, having been tested at a rate of 5 mmcf/d, and the No. 78 is already producing from 2 commingled Asche zones at a combined rate of 6 mmcf/d. Pogo has budgeted to drill at least twenty more wells per year for the next few years in the Los Mogotes field in Zapata County, Texas.

INTERNATIONAL OPERATIONS

     Pogo’s Thailand operations will be very sizeable and significant in 2003. Pogo has budgeted $120 million for Thailand in 2003, and 62 new wells are expected to be drilled, including eight

wildcat wells in various untested areas of the Benchamas, Maliwan and Jarmjuree fields. The steel for five new Gulf of Thailand platforms has been ordered and three more platforms are even further along, having begun the process of platform-fabrication. The previously announced first quarter temporary shut-down of the Benchamas field to perform the work necessary to enhance the productive capacity of the field’s infrastructure has been postponed until later in 2003, or perhaps even in early 2004. The later date will allow delivery of all of the hardware needed for that facilities upgrade; consequently, the production shut-down interval will be minimized. Precise timing for the temporary shutdown will be announced later this year.

     Pogo’s international geoscientists are diligently formulating a multiple-well drilling program for Pogo’s 778,000-acre license areas in Hungary. A mid-year drilling program is anticipated. The company also expects to begin drilling an exploratory well by mid-year on Pogo’s 40%-owned Denmark North Sea license Block 13/98.

$320 MILLION CAPITAL AND EXPLORATION BUDGET APPROVED

     The Board of Directors today approved a $320 million capital and exploration budget for 2003. This compares to approximately $362 million expended in 2002. In 2002, Pogo drilled 172 gross wells, successfully completing 159 of them. That is a record number of both total wells and successful completions in a single year at Pogo.

     Mr. Van Wagenen noted, “Pogo plans to drill an unprecedented number of exploration and development wells in 2003: 226 gross wells, including 62 in the Gulf of Thailand, six in Hungary and one in the Denmark North Sea. It will be our most aggressive drilling schedule to date.”

QUARTERLY DIVIDEND INCREASED

     Pogo declared a dividend of $0.05 (five cents) per share of common stock to be paid February 21, 2003, to shareholders of record as of February 7, 2003. As Pogo’s Chairman, Mr. Van Wagenen, said, “This represents a 67% increase in the typical quarterly dividend Pogo has paid since dividends were instituted in 1994. While all future dividends are subject to the approval of Pogo’s Board of Directors, this increase in Pogo’s longstanding dividend policy demonstrates the company’s continuing commitment to its shareholders, as well as Pogo’s ability to achieve and sustain fundamental economic growth.”

		Three Months Ended					Year Ended
		December 31,					December 31,
		2002		2001			2002		2001
Natural gas
	Price per Mcf	$	3.18	$	2.92		$	2.87	$	3.71
	Production (sales), Mcf per day		282,144		250,071			279,046		237,813
Crude Oil and Condensate
	Price per barrel	$	27.36	$	18.63		$	24.90	$	23.99
	Production, barrels per day		49,531		31,232			47,360		29,590
	Sales, barrels per day		50,861		33,408			47,518		29,836
Total liquids
	Production, barrels per day		53,437		34,364			51,840		31,707
	Sales, barrels per day		54,767		36,540			51,998		31,954
A summary of unaudited results follows, stated in thousands, except per share amounts
Revenues:
	Oil and gas	$	215,531	$	128,075		$	746,988	$	596,077
	Pipeline sales		1		1,388			79		12,037
	Gains (losses) on sales and other		806		(6,754	)		4,374		(2,614	)
		$	216,338	$	122,709		$	751,441	$	605,500
Net income		$	37,751	$	1,426		$	107,031	$	87,954
Earnings (loss) per share:
	Basic —	$	0.62	$	0.03		$	1.85	$	1.72
	Diluted —	$	0.60	$	0.03		$	1.77	$	1.62

Discretionary cash flow is net cash provided by operating activities before changes in operating assets and liabilities and exploration expenses. A reconciliation to net cash provided by operating activities is shown below:

Net cash provided by operating activities		$	118,180	$	66,655		$	466,479	$	368,076
	Remove changes in operating assets and liabilities		16,561		(5,067	)		21,679		(14,120	)
	Add back exploration expenses		1,099		5,926			4,783		23,373
Discretionary Cash Flow		$	135,840	$	67,514		$	492,941	$	377,329

* * *

     Pogo Producing Company explores for, develops and produces oil and natural gas. Headquartered in Houston, Pogo owns various ownership interests in 69 federal and state Gulf of Mexico lease blocks offshore from Louisiana and Texas. Pogo also owns approximately 760,000 gross leasehold acres in various oil and gas provinces onshore in the United States, approximately 714,000 gross acres in the Gulf of Thailand, approximately 778,000 gross acres in Hungary, approximately 113,000 gross acres in the United Kingdom North Sea and approximately 81,000 gross acres in the Denmark North Sea. Pogo common stock is listed on the New York Stock Exchange and the Pacific Exchange under the symbol “PPP”.

     Except for the historical and present factual information contained herein, the matters set forth in this release include statements of management’s current expectations as to efficiencies, cost savings, market profile and financial strength, and the competitive ability and position of the company. Statements identified by words such as “expects,” “projects,” “plans,” “believes,” “estimates,” and similar expressions are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including the possibility that the anticipated benefits from Pogo’s operations cannot be fully realized, the possibility that commodity prices, costs or difficulties related to the conduct of its business will be greater or lesser than expected, and the impact of competition and other risk factors relating to our industry will be greater than expected, all as detailed from time to time in Pogo’s reports filed with the Securities and Exchange Commission. Pogo disclaims any responsibility to update these forward-looking statements.

     There will be a financial analyst teleconference call on Tuesday, January 21, 2003 at 2:30 p.m. CST. The call can be monitored through a live broadcast via the World Wide Web at www.pogoproducing.com. A rebroadcast will be available at that website through April 22, 2003. Microsoft Media Player is required to access the webcast. It can be downloaded from www.microsoft.com/windows/mediaplayer.

EX-99.2 4 h02635exv99w2.htm UNAUDITED SUPPLEMENTAL FINANCIAL INFORMATION

Exhibit 99.2

Pogo Producing Company

Supplemental Information (Unaudited)

				Quarter Ended						Twelve Months
				December 31,						December 31,
Financial Data
(Data in $ thousands, except per share amounts)				2002			2001			2002			2001
Revenues:
		Oil and Gas			215,531			128,075			746,988			596,077
		Pipeline sales			1			1,388			79			12,037
		Gain (loss) on property sales and other			806			(6,754	)		4,374			(2,614	)
			Total		216,338			122,709			751,441			605,500
Operating Expenses:
		Lease Operating			38,592			30,695			139,448			118,157
		General & Administrative			12,675			10,023			49,490			39,162
		Exploration			1,099			5,926			4,783			23,373
		Dry hole and impairment			10,325			848			26,999			26,945
		Depreciation, depletion and amortization			74,101			60,323			287,809			206,609
		Pipeline operating & natural gas purchases			425			1,115			2,739			11,373
			Total		137,217			108,930			511,268			425,619
Operating Income					79,121			13,779			240,173			179,881
Interest:
		Charges			(13,998	)		(14,848	)		(57,450	)		(56,259	)
		Income			444			540			1,760			3,226
		Capitalized			4,588			9,089			24,033			33,242
			Total Interest Expense		(8,966	)		(5,219	)		(31,657	)		(19,791	)
Minority Interest in Subsidiary					—			(2,500	)		(4,140	)		(9,999	)
Foreign Currency Transaction Gain (Loss)					(438	)		144			435			(524	)
Income Before Income Taxes					69,717			6,204			204,811			149,567
Income Tax Expense (Benefit)					31,966			4,778			97,780			61,613
Income Before Change in Accounting Principle					37,751			1,426			107,031			87,954
Net Income					37,751			1,426			107,031			87,954
Earnings Per Common Share
	Basic earnings per share				0.62			0.03			1.85			1.72
	Diluted earnings per share				0.60			0.03			1.77			1.62
Weighted Average Number of Common Shares and Potential Common Shares Outstanding:
		Basic shares			60,966			53,657			57,963			51,031
		Diluted shares			64,920			54,293			64,321			60,822
Discretionary Cash Flow:
		Net Income			37,751			1,426			107,031			87,954
		Foreign currency transaction loss (gain)			1,601			(144	)		728			524
		Depreciation, depletion and amortization			74,101			60,323			287,809			206,609
		Deferred Taxes			10,912			2,029			70,929			50,617
		Other			4,573			208			17,589			5,550
		Dry Hole and Impairment			10,325			848			26,999			26,945
		Exploration			1,099			5,926			4,783			23,373
		(Gains) Losses on Property Sales			66			3,487			(3,034	)		(1,000	)
		Capitalized Interest			(4,588	)		(9,089	)		(24,033	)		(33,242	)
		Undistributed Equity in Minority Owned Subsidiary			—			2,500			4,140			9,999
			Total		135,840			67,514			492,941			377,329

EX-99.3 5 h02635exv99w3.htm UNAUDITED SUPPLEMENTAL OPERATING INFORMATION

Exhibit 99.3

Pogo Producing Company

Supplemental Information (Unaudited)

				Quarter Ended				Twelve Months
				December 31,				December 31,
Operating Data				2002		2001		2002		2001
Net Natural Gas Sales (Mcf/day)
		North America			203,664		176,750		201,295		172,756
		Thailand			78,480		73,321		77,751		65,057
			Total Natural Gas		282,144		250,071		279,046		237,813
Gas Price ($/Mcf)
		North America		$	3.52	$	3.19	$	3.12	$	4.25
		Thailand		$	2.29	$	2.27	$	2.22	$	2.30
			Average Gas Price	$	3.18	$	2.92	$	2.87	$	3.71
Net Liquids Production (Bbl/day)
	Crude & Condensate
		North America			33,664		14,771		30,969		14,804
		Thailand			15,867		16,461		16,391		14,786
			Total Crude & Condensate		49,531		31,232		47,360		29,590
	Plant Products				3,906		3,132		4,480		2,118
			Total Liquids		53,437		34,364		51,840		31,707
Net Liquids Sales (Bbl/day)
	Crude & Condensate
		North America			33,664		14,771		30,969		14,804
		Thailand *			17,197		18,637		16,549		15,032
			Total Crude & Condensate		50,861		33,408		47,518		29,836
	Plant Products				3,906		3,132		4,480		2,118
			Total Liquids		54,767		36,540		51,998		31,954
Average Prices ($/Bbl)
	Crude & Condensate
		North America		$	27.35	$	19.25	$	24.95	$	24.60
		Thailand *		$	27.40	$	18.14	$	24.80	$	23.38
			Average Crude & Cond. Prices	$	27.36	$	18.63	$	24.90	$	23.99
	Plant Products			$	14.01	$	12.85	$	14.18	$	16.12

* Sales Volumes & Price Used in Financial Statements

Selected Balance Sheet Data

($ in 000's)	12/31/2002		12/31/2001
Total Assets	$	2,491,593	$	2,423,979
Long-term Debt		722,903		792,561
Trust Preferred		0		145,086
Shareholders’ Equity		1,077,784		824,885
Working Capital		137,971		121,699

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EX-99.1

Pogo Producing Company

EX-99.2

Pogo Producing Company

EX-99.3

Pogo Producing Company