-----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, ICFW9KMnG1fB7r/50Sf1ItvWDE59TmVYZBWhfzgAQOxqiTlYgwYHHWnydCOSHMbs YKkmMq9ofnUhvj8fGj0YXQ== 0000821189-02-000020.txt : 20020620 0000821189-02-000020.hdr.sgml : 20020620 20020619185947 ACCESSION NUMBER: 0000821189-02-000020 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020620 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: 1934 Act SEC FILE NUMBER: 001-09743 FILM NUMBER: 02682677 BUSINESS ADDRESS: STREET 1: 333 CLAY SUITE 4200 CITY: HOUSTON STATE: TX ZIP: 77002-7361 BUSINESS PHONE: 7136517000 MAIL ADDRESS: STREET 1: 333 CLAY STREET SUITE 4200 CITY: HOUSTON STATE: TX ZIP: 77002-7361 FORMER COMPANY: FORMER CONFORMED NAME: ENRON OIL & GAS CO DATE OF NAME CHANGE: 19920703 11-K 1 eog11-k.txt FORM 11-K 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 Years Ended December 31, 2001 and 2000 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 EOG RESOURCES, INC. SAVINGS PLAN TABLE OF CONTENTS Page INDEPENDENT AUDITORS' REPORT 3 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits - December 31, 2001 and 2000 4 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2001 and 2000 5 Notes to Financial Statements 6 SUPPLEMENTAL SCHEDULES: Schedule H, Line 4(i) - Schedule of Assets Held for Investment Purposes At December 31, 2001 10 Schedule H, Line 4(j) - Schedule of Reportable Transactions for the Year Ended December 31, 2001 11 SIGNATURES 12 EXHIBIT INDEX 13 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, 2001 and 2000, and the related statements of changes in net assets available for benefits for the years ended December 31, 2001 and 2000. 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, 2001 and 2000, and the changes in net assets available for benefits for the years ended December 31, 2001 and 2000 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 schedules of Schedule H, Line 4(i) - Schedule of Assets Held for Investment Purposes at December 31, 2001, and Schedule H, Line 4(j) - Schedule of Reportable Transactions for the Year Ended December 31, 2001, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are 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 schedules are the responsibility of the Plan's management. Such supplemental schedules have 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 14, 2002 EOG RESOURCES, INC. SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
At December 31, 2001 2000 ASSETS Investments Common Stock and Other Securities $50,373,709 $98,505,271 Loans to Participants 853,822 982,950 Total Investments 51,227,531 99,488,221 Receivables Participant contributions 133,552 143,350 Employer contributions 80,616 76,954 Total Receivables 214,168 220,304 Cash 17,097 2,653 NET ASSETS AVAILABLE FOR BENEFITS $51,458,796 $99,711,178 The accompanying notes are an integral part of these consolidated financial statements.
EOG RESOURCES, INC. SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, 2001 2000 ADDITIONS Employer Contributions $2,722,299 $2,250,216 Participant Contributions 4,194,471 3,567,009 Participant Rollovers 291,146 963,093 Net Appreciation in Fair Value of Investments - 22,949,706 Interest and Dividend Income 401,838 2,058,778 Total Additions 7,609,754 31,788,802 DEDUCTIONS Benefits paid to Participants 8,747,736 14,668,927 Administrative Expenses 2,640 2,880 Net Depreciation in Fair Value of Investments 47,422,736 - Total Deductions 56,173,112 14,671,807 OTHER CHANGES IN NET ASSETS Transfer from Other Qualified Plans 310,976 80,195,427 NET INCREASE (DECREASE) (48,252,382) 97,312,422 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 99,711,178 2,398,756 NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $51,458,796 $99,711,178 The accompanying notes are an integral part of these consolidated 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 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, as amended ("ERISA"). The Plan is intended to meet the requirements for qualification under section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"). EOG serves as the administrator of the Plan. UBS 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 2001 and February 2000, approximately $0.2 million and $80 million, respectively, were transferred from the Enron Plan to the EOG Resources, Inc. Savings Plan. The sum of these amounts represents all of the net assets relating to EOG participant account balances on August 16, 1999 in the Enron Plan. Effective September 11, 2001, the Board of Directors of EOG Resources, Inc., approved the merger of the Somerset Oil & Gas Company, Inc. 401(k) Plan and its related trust into the EOG Resources, Inc. Savings Plan and its related trust. Upon the merger, the two plans formed a single plan within the meaning of section 414(l) of the Code. In November 2001, assets in the amount of approximately $95,000 were transferred from the Somerset Oil & Gas Company, Inc. 401(k) Plan to the Plan as per the Merger Agreement. Participation - Eligible employees may participate in the Plan after one hour of service. 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. 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 - Beginning in January 2000, EOG matches 100% of the first 6% of base compensation that an eligible participant contributes on a pre-tax basis to the Plan. During 2001 and 2000, the matching EOG contributions were invested directly into the EOG Unitized Stock Fund, and at age 50, participants could elect to reallocate their EOG contributions among the other investment options. Beginning in January 2002, the matching EOG contributions are allocated according to the participants' investment selections. In addition, all participants, regardless of age, may now redirect into other investment selections within the Plan out of (i) their existing matching contribution account balances in the EOG Unitized Stock Fund, and (ii) if any, all of their existing matching contribution account balances in the Enron Unitized Stock Fund, that is those contributions that were made between January and July 1999, which were transferred from the Enron Plan into the Plan (see above General section). Vesting - Participants are immediately 100% vested in their voluntary contributions plus actual earnings thereon. Beginning in January 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. 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, disability, or retirement. Account balances of $5,000 or less will be paid out as a lump sum distribution. Account balances over $5,000 may be received in the form of an annuity or lump sum distribution (additional forms of distribution are available to participants who had a portion of their Plan accounts transferred from the Somerset Oil & Gas Company, Inc. 401(k) Plan). At December 31, 2001 and 2000, 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. All loans will bear a reasonable rate of interest which will be established by the Plan administrator. Principal and interest are repaid ratably through payroll deductions. Forfeitures - Any balance in the account of a participant who has separated from service to which he or she is not entitled under the Plan, shall be forfeited. Forfeited amounts of nonvested accounts can be applied to reduce future EOG matching contributions into the Plan. At December 31, 2001 and 2000, forfeited nonvested amounts totaled $3,385 and $21,425, respectively. 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. In the event the Plan is terminated, each participant shall be entitled to 100% of the balance in their account, as of the date of termination. Reclassification - Certain reclassifications have been made to prior period financial statements to conform with the current presentation. 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 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. 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, 2001 2000 *EOG Unitized Stock Fund $13,788,570 $21,139,566 *Enron Unitized Stock Fund 300,486 45,686,454 UBS Paine Webber Stable Value GIC 15,458,155 11,018,054 UBS Paine Webber Brinson Tactical Allocation Fund 2,940,975 3,433,030 American Washington Mutual Investment Fund 2,899,131 2,314,260 Aim Blue Chip Fund 2,700,191 3,408,369 Mass Investors Growth Stock Fund 2,597,719 3,080,233 *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, 2001 2000 Changes in net assets Contributions $ 3,575,720 $ 3,164,180 Net appreciation (depreciation) (5,646,412) 15,378,177 Benefits paid to participants (4,941,433) (1,194,452) Transfers 95,961 3,310,614 Loan repayments (net of borrowings) (434,832) 68,454 Forfeitures - (1,476) Total $(7,350,996) $20,725,497
Information about the significant components of the change in net assets relating to the Enron Unitized Stock Fund is as follows :
Year Ended December 31, 2001(1) 2000 Changes in net assets Contributions $ - $ - Net appreciation (depreciation) (38,792,982) 9,746,476 Benefits paid to participants (4,725,846) (10,391,414) Transfers (1,774,427) 46,514,616 Loan repayments (net of borrowings) (92,713) (183,224) Forfeitures - - Total $(45,385,968) $ 45,686,454 (1) On December 2, 2001, Enron Corp. and certain of its affiliates filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code.
Related-Parties Transactions - EOG and UBS Paine Webber Trust Company are parties-in-interest. Certain Plan investments are shares of mutual funds managed by UBS Paine Webber Trust Company and shares of EOG Unitized Stock Fund. UBS Paine Webber Trust Company is the trustee as defined by the Plan and EOG is the employer, therefore these transactions qualify as party-in-interest transactions. 4. INCOME TAX STATUS The Plan obtained its favorable determination letter from the Internal Revenue Service ("IRS") dated May 29, 2002, in which the IRS stated that the Plan and related trust are designed in accordance with applicable sections of the Code. Accordingly, no provision for income taxes has been made in the accompanying financial statements. It is the opinion of the Plan administrator that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code and the related trust is tax exempt. 5. SUBSEQUENT EVENTS . Beginning in January 2002, the matching EOG contributions are allocated according to the participants' investment selections. In addition, all participants, regardless of age, may now redirect into other investment selections within the Plan out of (i) their existing matching contribution account balances in the EOG Unitized Stock Fund, and (ii) if any, all of their existing matching contribution account balances in the Enron Unitized Stock Fund, that is those contributions that were made between January and July 1999, which were transferred from the Enron Plan into the Plan (see "Description of the Plan - General" of Note 1). . 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 or individual retirement plan. All optional forms of benefit payments under the Plan other than a single lump-sum payment in cash and the direct rollover are eliminated. . In June 2002, Riggs Bank N.A. replaced Paine Webber Trust Company as Trustee of the Plan. 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, 2001
Identity of Issuer, Borrower, Lessor, or Similar Party Description of Investment Cost Current Value *EOG Unitized Stock Fund 599,320,643 unit shares $11,293,957 $13,788,570 Enron Unitized Stock Fund 64,885,827 unit shares 27,832,987 300,486 AIM Constellation Fund ** 1,184,401 AIM Blue Chip Fund ** 2,700,191 AIM Balanced Fund ** 1,570,689 Alliance Premium Growth Fund ** 1,198,083 *UBS Paine Webber Brinson Tactical Allocation Fund ** 2,940,975 American Euro Pacific Growth Fund ** 1,244,530 Mass Investors Growth Stock Fund ** 2,597,719 Franklin/Templeton Qualified Fund ** 575,253 Pimco Mid Cap Growth Fund ** 1,382,820 American Washington Mutual Investment Fund ** 2,899,131 *UBS Paine Webber Stable Value GIC ** 15,458,155 *UBS Paine Webber S&P 500 Index Fund ** 1,229,029 Pimco Total Return Fund ** 1,303,677 *Participant Loans Various maturities and interest rates ** 853,822 Riggs Money Market Account ** 17,097 $51,244,628 * Party -in-Interest ** Cost not required for participant-directed investments
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, 2001 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: None Series Transactions: EOG Resources, Inc. EOG Unitized Stock Fund Purchases $ 10,254,495 $ - $10,254,495 $10,254,495 $ - Sales - 11,953,417 9,426,540 11,953,417 2,526,877 Enron Corp. Enron Unitized Stock Fund Purchases $ 606 $ - $ 606 $ 606 $ - Sales - 6,592,986 9,497,162 6,592,986 (2,904,176)
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 18, 2002 EXHIBIT INDEX Exhibit No. Document 23.4 Consent of Deloitte & Touche LLP EX-23 3 ex-23.txt CONSENTS OF EXPERTS AND COUNSEL Exhibit 23.4 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the previously filed Registration Statement of EOG Resources, Inc. on Form S-8 (Reg. No. 333-63184) of our report dated June 14, 2002, appearing in the Annual Report on Form 11-K of EOG Resources, Inc. Savings Plan for the year ended December 31, 2001. Deloitte & Touche LLP Houston, Texas June 19, 2002 -----END PRIVACY-ENHANCED MESSAGE-----