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