-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VMimKA1uK+T/UuZ8h18cgJbPXJsN1jQ35NcCoJb0DOoIHlHgM7w7eCM97RrxgvDs m2fzgRhG2lDGAvXS38vH9A== 0000821189-01-500015.txt : 20010618 0000821189-01-500015.hdr.sgml : 20010618 ACCESSION NUMBER: 0000821189-01-500015 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010615 FILED AS OF DATE: 20010615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EOG RESOURCES INC CENTRAL INDEX KEY: 0000821189 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 470684736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-09743 FILM NUMBER: 1661787 BUSINESS ADDRESS: STREET 1: 1200 SMITH ST STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77002-7361 BUSINESS PHONE: 7136517000 MAIL ADDRESS: STREET 1: 1200 SMITH STREET CITY: HOUSTON STATE: TX ZIP: 77002-7361 FORMER COMPANY: FORMER CONFORMED NAME: ENRON OIL & GAS CO DATE OF NAME CHANGE: 19920703 11-K 1 eogform11k.txt EOG FORM 11-K FOR SAVING PLAN SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 Form 11-K Annual Report Pursuant to Section 15(D) of The Securities Exchange Act of 1934 For the Year Ended December 31, 2000 and for the Period From August 31, 1999 (Date of Inception) Through December 31, 1999 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 2 EOG RESOURCES, INC. SAVINGS PLAN TABLE OF CONTENTS Page INDEPENDENT AUDITORS' REPORT..................................... 3 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits - December 31, 2000 and 1999.................................................... 4 Statements of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2000 and for the Period From August 31, 1999 (Date of Inception)Through December 31, 1999..... 5 Notes to Financial Statements..................................... 6 SUPPLEMENTAL SCHEDULES: Schedule H, Line 4(i) - Schedule of Assets Held for Investment Purposes At December 31, 2000..................................... 9 Schedule H, Line 4(j) - Schedule of Reportable Transactions for the Year Ended December 31, 2000................................. 10 SIGNATURES........................................................ 11 3 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") as of December 31, 2000 and 1999, and the related statements of changes in net assets available for benefits for the year ended December 31, 2000 and for the period from August 31, 1999 (date of inception) through December 31, 1999. 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 as of December 31, 2000 and 1999, and the changes in net assets available for benefits for the year ended December 31, 2000 and the period from August 31, 1999 (date of inception) through December 31, 1999 in conformity with accounting principles generally accepted in the United States of America. DELOITTE & TOUCHE LLP Houston, Texas June 1, 2001 4 EOG RESOURCES, INC. SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS At December 31, ------------------------- 2000 1999 ----------- ----------- ASSETS Investments Common Stock and Other Securities $98,505,271 $1,139,598 Loans to Participants 982,950 1,035,180 ----------- ---------- Total Investments 99,488,221 2,174,778 Receivables Participant contributions 143,350 179,081 Employer contributions 76,954 43,882 ----------- ---------- Total Receivables 220,304 222,963 Cash 2,653 1,015 ----------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $99,711,178 $2,398,756 =========== ========== The accompanying notes are an integral part of these consolidated financial statements.
5 EOG RESOURCES, INC. SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS August 31, 1999 Year Ended (Inception) To December 31, 2000 December 31, 1999 ----------------- ----------------- ADDITIONS Employer Contributions $ 2,250,216 $ 242,239 Participant Contributions 4,530,102 1,056,155 Net Appreciation in Fair Value of Investments 22,949,706 43,432 Interest and Dividend Income 2,058,778 23,671 ----------- ----------- Total Additions 31,788,802 1,365,497 ----------- ----------- DEDUCTIONS Benefits paid to Participants 14,668,927 1,921 Administrative Expenses 2,880 - ----------- ----------- Total Deductions 14,671,807 1,921 ----------- ----------- OTHER CHANGES IN NET ASSETS Transfers from Other Qualified Plans 80,195,427 1,035,180 ----------- ----------- NET INCREASE 97,312,422 2,398,756 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 2,398,756 - ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $99,711,178 $ 2,398,756 =========== =========== The accompanying notes are an integral part of these consolidated financial statements.
6 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 is a tax-qualified defined contribution pension plan established on August 31, 1999 subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is intended to meet the requirements for qualification under section 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"). EOG serves as the administrator of the Plan. Paine Webber Trust Company (the "Trustee") serves as the trustee of 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 2000, approximately $80 million, which represents all of the net assets relating to EOG participant account balances on August 16, 1999, were transferred from the Enron Plan to the EOG Resources, Inc. Savings Plan. PARTICIPATION - Eligible employees may participate in the Plan the first day of the month coincident with or following their date of employment. The Plan shall have no service requirement and no minimum age requirement. PARTICIPANT CONTRIBUTIONS - Participants can contribute between 1% and 15% of their eligible base pay in any combination of before-tax salary deferrals or after-tax contributions subject to certain limits prescribed by the Code. Participants may direct the investment of their contribution accounts into any combination of funds offered by the Plan. Participants may also roll over amounts representing distributions from other qualified plans. EOG CONTRIBUTIONS - For plan year 1999, EOG matched 50% of the first 4% of base compensation that a participant contributed to the Plan. Beginning plan year 2000, EOG matches 100% of the first 6% of base compensation that a participant contributes to the Plan. The matching EOG contributions are invested directly into the EOG Unitized Stock Fund. At age 50, participants may elect to reallocate their EOG contributions among the other investment options. VESTING - Participants are immediately 100% vested in their voluntary contributions plus actual earnings thereon. For plan year 1999, participants were 100% vested in the EOG matching contributions. Beginning plan year 2000, vesting in EOG's contributions is generally based on years of service. Participants become 20% vested in EOG 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. Forfeited amounts of nonvested accounts are used to reduce future EOG matching contributions into the Plan. DISTRIBUTION OF BENEFITS - Active participants may receive in-service withdrawals or hardship withdrawals subject to limitations defined by the Plan. Participants may receive a distribution of the vested balance in their account due to termination of service, death, permanent disability, or retirement. Account balances of $3,500 or less will be paid out as a lump sum distribution. Account balances over $3,500 may be received in the form of an annuity or lump sum distribution. At December 31, 2000 and December 31, 1999, there were no outstanding distributions payable to former participants. LOANS TO PARTICIPANTS - Participants may borrow from their accounts a minimum of $1,000 up to a maximum amount equal to the lesser of $50,000 or 50% of the borrower's vested account balance. Participants may have no more than one loan outstanding at any time. The loan is secured by the balance in the participant's account. Loan terms may not exceed 5 years, except for loans used for the purchase of a primary residence. EOG will determine the term of such loan, considering the maturity dates quoted by representative commercial banks in the local area for a similar loan. Loan interest is based on interest rates being charged by representative commercial banks in the local area for similar loans at the time the loan is issued. Principal and interest are repaid ratably through payroll deductions not less frequently than quarterly. 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 and to terminate the Plan subject to the provisions set forth in ERISA. 7 EOG RESOURCES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - (Continued) 2. SUMMARY OF ACCOUNTING POLICIES BASIS 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. 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 requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. INVESTMENT VALUAITON AND INCOME REGOGNITION - 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. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. 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 statement of net assets available for benefits and participant account balances. 3. INVESTMENTS Individual investments that represent 5% or more of the Plan's net assets at each date are as follows: December 31, -------------------------- 2000 1999 ------------ ------------ *EOG Unitized Stock Fund $ 21,139,566 $414,069 Enron Unitized Stock Fund 45,686,454 - Paine Webber Stable Value GIC 11,018,054 126,511 * Includes both participant-directed and nonparticipant-directed amounts.
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, 2000 ---------------------------- Changes in net assets Contributions $ 3,164,180 Net Appreciation 15,378,177 Benefits paid to participants (1,194,452) Transfers 3,310,614 Loan repayments (net of borrowings) 68,454 Forfeitures (1,476) ----------- Total $20,725,497 ===========
8 EOG RESOURCES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - (Continued) EOG Unitized Stock Fund - The EOG Unitized Stock Fund is offered as an investment option to participants in the EOG Resources, Inc. Savings Plan. The stock portion of the fund, which normally represents approximately 96% of the value of the fund, is invested in the common stock issued by EOG Resources, Inc. The remaining assets of the EOG Unitized Stock Fund will be held as cash to make daily trading possible. Participants have the option of executing daily fund-to-fund transfers, withdrawals, distributions, and loans rather than being subject to pre- designated trading windows. The Trustee monitors the cash position and trades appropriately to maintain this cash position. 4. INCOME TAX STATUS EOG adopted a prototype plan which has received an opinion letter from the Internal Revenue Service dated January 14, 1997, stating that the plan is acceptable under Section 401 of the Code for use by employers for the benefit of their employees. The Plan has been amended since adoption. The Administrative Committee believes that the Plan continues to operate in compliance with the applicable requirements of the Code and that the Plan is qualified under applicable requirements of the Code and the related trust is tax exempt. 9 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, 2000 Identity of Issuer, Borrower, Lessor, or Similar Party Description of Investment Cost Current Value - ----------------------------- -------------------------------------------- ----------- ------------- *EOG Unitized Stock Fund 675,126.657 unit shares $10,459,140 $21,139,566 Enron Unitized Stock Fund 87,020.989 unit shares ** 45,686,454 AIM Constellation Fund ** 935,077 AIM Blue Chip Fund ** 3,408,369 AIM Balanced Fund ** 1,582,778 Alliance Premium Growth Fund ** 1,047,460 Euro Pacific Growth Fund ** 1,179,516 Paine Webber Tactical Allocation Fund ** 3,433,030 Mass Investors Growth Stock Fund ** 3,080,233 Franklin/Templeton Qualified Fund ** 176,695 Pimco Mid Cap Growth Fund ** 2,068,156 Washington Mutual Investment Fund ** 2,314,260 Paine Webber Stable Value GIC ** 11,018,054 Paine Webber S&P 500 Index Fund ** 665,967 Pimco Total Return Fund ** 769,656 *Participant Loans Various maturities and interest rates ** 982,950 ----------- $99,488,221 =========== * Party -in-Interest ** Cost not required for participant-directed investments
10 EOG RESOURCES, INC. SAVINGS PLAN EIN 47-0684736 PLAN NO. 001 SCHEDULE H, LINE 4(j) - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2000 Category (iii) - Series of transactions in excess of 5% of the current value of Plan assets at the beginning of the plan year for investments with non-participant directed transactions. Current Value of Identity of Description Cost Asset on Party Involved of Asset Purchase Price Selling Price of Asset Transaction Date Net Gain - -------------- ------------ -------------- ------------- ----------- ---------------- ----------- Single Transactions: - -------------------- EOG Resources, Inc. Common Stock Purchases $ 123,164 $ - $ 123,164 $ 123,164 $ - Purchases 8,282,876 - 8,282,876 8,282,876 - Purchases 130,192 - 130,192 130,192 - Purchases 417,626 - 417,626 417,626 - Sales - 156,167 126,373 156,167 29,794 Sales - 140,343 122,874 140,343 17,469 Sales - 529,675 404,060 529,675 125,615 Sales - 189,993 153,181 189,993 36,811 Purchases 157,357 - 157,357 157,357 - Purchases 171,581 - 171,581 171,581 - Sales - 1,010,780 683,739 1,010,780 327,041 Sales - 272,408 184,270 272,408 88,138 Purchases 181,317 - 181,317 181,317 - Sales - 327,563 207,398 327,563 120,165 Sales - 124,060 77,953 124,060 46,107 Purchases 413,826 - 413,826 413,826 - Sales - 364,720 226,724 364,720 137,996 Sales - 631,872 397,501 631,872 234,371 Purchases 634,497 - 634,497 634,497 - Purchases 176,798 - 176,798 176,798 - Purchases 117,231 - 117,231 117,231 - Sales - 693,787 498,027 693,787 195,760 Purchases 143,585 - 143,585 143,585 - Sales - 110,944 65,321 110,944 45,623 Sales - 195,104 115,577 195,104 79,527 Sales - 266,717 155,143 266,717 111,574 Purchases 901,347 - 901,347 901,347 - Sales - 730,431 447,872 730,431 282,559 Purchases 765,473 - 765,473 765,473 - Purchases 149,738 - 149,738 149,738 - Sales - 830,709 528,031 830,709 302,678 Sales - 284,210 181,328 281,210 102,882 Sales - 224,865 148,195 224,865 76,670 Sales - 149,570 92,595 149,570 56,975 Purchases 200,956 - 200,956 200,956 - Purchases 147,885 - 147,885 147,885 - Sales - 112,082 77,550 112,082 34,532 Sales - 129,880 82,683 129,880 47,197 Sales - 658,828 429,868 658,828 228,960 Purchases 510,421 - 510,421 510,421 - Sales - 198,512 120,174 198,512 78,338 Sales - 269,873 159,737 269,873 110,136 Sales - 485,486 285,876 485,486 199,610 Sales - 123,614 77,548 123,614 46,066 Sales - 216,773 122,798 216,773 93,975 Purchases 174,274 - 174,274 174,274 - Sales - 182,084 99,387 182,084 82,697 Sales - 208,871 111,909 208,871 96,962 Sales - 249,626 129,926 249,626 119,700 Purchases 217,541 - 217,541 217,541 - Sales - 331,127 162,404 331,127 168,723 Purchases 257,224 - 257,224 257,224 - Sales - 164,318 79,538 164,318 84,780 Purchases 169,032 - 169,032 169,032 - Series Transactions: - -------------------- EOG Resources, Inc. Common Stock Purchases $18,845,153 $ - $18,845,153 $18,845,153 $ - Sales - 13,488,995 8,797,508 13,488,995 4,691,487
11 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 15, 2001 -----END PRIVACY-ENHANCED MESSAGE-----