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