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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 10-K
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[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 1-9743
EOG RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 47-0684736
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
333 Clay Street, Suite 4200, Houston, Texas 77002-7361
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: 713-651-7000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------------------- -----------------------------------------
Common Stock, $.01 par value New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes [x] No [ ].
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K [x].
Aggregate market value of the voting stock held by nonaffiliates
of the registrant, based on the closing sale price in the daily
composite list for transactions on the New York Stock Exchange on
March 11, 2002 was $39.49. As of March 11, 2002, there were
115,799,126 shares of the registrant's Common Stock, $.01 par value,
outstanding.
Documents incorporated by reference. Portions of the following
documents are incorporated by reference into the indicated parts of
this report: 2001 Annual Report to Stockholders - Part I, II and IV;
and Proxy Statement for the May 7, 2002 Annual Meeting of Shareholders
to be filed within 120 days after December 31, 2001 ("Proxy
Statement") - Part III.
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(i)
TABLE OF CONTENTS
Page
PART I
Item 1. Business......................................................... 1
General......................................................... 1
Business Segments............................................... 1
Exploration and Production...................................... 1
Marketing....................................................... 4
Wellhead Volumes and Prices, and Lease and Well Expenses....... 5
Competition..................................................... 6
Regulation...................................................... 6
Transactions with Enron Corp. .................................. 8
Other Matters................................................... 9
Current Executive Officers of the Registrant.................... 11
Item 2. Properties
Oil and Gas Exploration and Production Properties and Reserves.. 12
Item 3. Legal Proceedings................................................ 15
Item 4. Submission of Matters to a Vote of Security Holders.............. 15
PART II
Item 5. Market for the Registrant's Common Equity and Related
Shareholder Matters............................................. 15
Item 6. Selected Financial Data.......................................... 16
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations....................................... 16
Item 7A. Quantitative and Qualitative Disclosures About Market Risk....... 17
Item 8. Financial Statements and Supplementary Data...................... 17
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure........................................ 17
PART III
Item 10. Directors and Executive Officers of the Registrant............... 17
Item 11. Executive Compensation........................................... 18
Item 12. Security Ownership of Certain Beneficial Owners and Management... 18
Item 13. Certain Relationships and Related Transactions................... 18
PART IV
Item 14. Financial Statements and Financial Statement Schedule,
Exhibits and Reports on Form 8-K................................. 18
1
PART I
ITEM 1. Business
General
EOG Resources, Inc., a Delaware corporation organized in 1985
("EOG"), together with its subsidiaries, explores for, develops,
produces and markets natural gas and crude oil primarily in major
producing basins in the United States, as well as in Canada and
Trinidad and, to a lesser extent, selected other international areas.
EOG's principal producing areas are further described under
"Exploration and Production" below. At December 31, 2001, EOG's
estimated net proved natural gas reserves were 3,796 billion cubic
feet ("Bcf") and estimated net proved crude oil, condensate and
natural gas liquids reserves were 72 million barrels ("MMBbl") (see
"Supplemental Information to Consolidated Financial Statements" on
page 36 of EOG's Current Report on Form 8-K filed with the Securities
and Exchange Commission on February 28, 2002, which included financial
statements of EOG for the fiscal year ended December 31, 2001 (the
"Form 8-K filed on February 28, 2002")). At such date, approximately
55% of EOG's reserves (on a natural gas equivalent basis) was located
in the United States, 16% in Canada and 29% in Trinidad. As of
December 31, 2001, EOG employed approximately 960 persons, including
foreign national employees.
EOG's business strategy is to maximize the rate of return on
investment of capital by controlling all operating and capital costs.
This strategy is intended to enhance the generation of cash flow and
earnings from each unit of production on a cost-effective basis. EOG
focuses its drilling activity toward natural gas deliverability in
addition to natural gas reserve replacement and to a lesser extent
crude oil exploitation. EOG focuses on the cost-effective utilization
of advances in technology associated with the gathering, processing
and interpretation of three-dimensional seismic data, the development
of reservoir simulation models, the use of new and/or improved drill
bits, mud motors and mud additives, and formation logging techniques
and reservoir fracturing methods. These advanced technologies are
used, as appropriate, throughout EOG to reduce the risks associated
with all aspects of oil and gas reserve exploration, exploitation and
development. EOG implements its strategy by emphasizing the drilling
of internally generated prospects in order to find and develop low
cost reserves. EOG also makes selected tactical acquisitions that
result in additional economies of scale or land positions with
significant additional prospects. Achieving and maintaining the
lowest possible operating cost structure that is consistent with
prudent and safe operations are also important goals in the
implementation of EOG's strategy.
With respect to information on EOG's working interest in wells or
acreage, "net" oil and gas wells or acreage are determined by
multiplying "gross" oil and gas wells or acreage by EOG's working
interest in the wells or acreage. Unless otherwise defined, all
references to wells are gross.
Business Segments
EOG's operations are all natural gas and crude oil exploration
and production related.
Exploration and Production
North America Operations
EOG's North American operations are organized into eight largely
autonomous business units or divisions, each focusing on one or more
basins, utilizing personnel who have developed experience and
expertise unique to the geology of the region, thereby leveraging
EOG's knowledge and cost structure into enhanced returns on invested
capital.
At December 31, 2001, 86% of EOG's proved United States reserves
(on a natural gas equivalent basis) was natural gas and 14% was crude
oil, condensate and natural gas liquids. A substantial portion of
EOG's United States natural gas reserves is in long-lived fields with
well-established production histories. EOG believes that opportunities
exist to increase production in many of these fields through continued
development and application of new technology. EOG will also continue
an active exploration program, designed to extend existing fields and
add new trends to our broad portfolio of North American plays. The
following is a summary of significant developments during 2001 and
certain drilling plans for 2002 for EOG's North American operating
divisions.
2
Midland, Texas Division. The division operations are primarily
focused in the Delaware, Val Verde, and Midland Basin areas of West
Texas, and Southeast New Mexico. During 2001, the Midland Division
increased net average daily production by 7% from 145 million cubic
feet equivalent ("MMcfe") per day in 2000 to 155 MMcfe per day during
2001. The division drilled 89 wells in 2001. During the year a new
play was initiated in the Devonian horizontal trend with completion of
nine horizontal gas wells. With these encouraging results, EOG
increased acreage positions in the Devonian trend to 153,000 gross
acres. The division also continued to have success in the Montoya
horizontal trend, Permo-Penn Carbonate trend, and in Southeast New
Mexico.
Denver, Colorado Division. Key producing areas for the Denver
Division remain in the traditional core areas of Big Piney - LaBarge
Platform; Vernal - Chapita / Natural Buttes; and Southwest Wyoming -
Washakie Basin. Throughout 2001, the division continued developing
these core areas while also exploring in new areas and drilling deeper
on our existing core properties. For 2001, the division drilled or
participated in 195 development wells and 21 wildcats. Net production
for the division in 2001 averaged 123 million cubic feet ("MMcf") per
day of natural gas and 6.0 thousand barrels ("MBbl") per day of crude
oil and condensate. Natural gas volumes were 7% lower than in 2000 as
a result of voluntary curtailment in response to low gas prices, and
crude oil and condensate volumes were up 18% from 2000 due to the
successful drilling in the California, North Shafter area.
Oklahoma City/Mid-Continent Division. The Mid-Continent
Division increased net average daily production by 17% from 75 MMcfe
per day in 2000 to 88 MMcfe per day in 2001. Based in Oklahoma City,
the division's activities are focused in the Oklahoma and Texas
panhandles and in the deeper Anadarko Basin where in 2001 the division
drilled 152 wells replacing reserves by 142%. Most notable for 2001,
the division expanded its successful Council Grove horizontal play in
Texas County, Oklahoma, drilling more than 35 wells to date that
average 1 billion cubic feet equivalent ("Bcfe") each. In addition,
the division had numerous stratigraphic discoveries in other plays
such as the Morrow, Tonkawa, and Cherokee formations throughout the
basin.
Tyler, Texas Division. Key areas of production for the division
are the Sabine Uplift Region, Upper Texas Coast, and Mississippi Salt
Basin. During 2001, the division drilled or participated in 128
wells. Net production for the division averaged approximately 123
MMcf per day of natural gas and 4.7 MBbl per day of crude oil,
condensate and natural gas liquids in 2001. The division acquired an
additional 65,000 net acres during 2001, mainly in the Louisiana
Bossier play and in the horizontal Georgetown play.
Corpus Christi, Texas Division. The Corpus Christi Division had
an active year in 2001, drilling 67 wells. During 2001, net
production for the division averaged approximately 150 MMcf per day of
natural gas and 2.0 MBbl per day of crude oil, condensate and natural
gas liquids. The principal areas of activity are in the Frio trend in
Matagorda County, the Wilcox trend in Duval County, and the
Lobo/Roleta trends in Webb and Zapata Counties. EOG expects that
drilling will continue to be strong through 2002 in Matagorda, Duval,
Webb and Zapata counties.
Pittsburgh, Pennsylvania Division. In 2001, the division
completed the acquisition of Energy Search, Inc., a small independent
exploration and production company with producing properties in Ohio
and West Virginia. The acquisition added proved reserves and 300
additional drilling locations. The division drilled 137 wells during
2001 and expanded the land position for exploratory plays by 100,000
acres. The division added over 10,000 miles of two-dimensional
seismic. Net average daily production grew from 10 MMcfe per day in
January of 2001 to over 19 MMcfe per day in December of 2001. During
2002, the division plans to fully implement the exploitation of its
development acreage and drill several exploratory wells.
Houston,Texas/Offshore Division. The Offshore Division focuses
on the Gulf of Mexico in Texas and Louisiana. Two fields, Eugene
Island 135 and Matagorda Island 623, account for over half of the
division's production. During 2001, total daily production averaged
approximately 100 MMcfe per day, a 10% increase over the 91 MMcfe per
day in 2000. During 2001, the division drilled or participated in
four wildcats with a 75% success rate and two successful development
wells. The division entered the deep water play in 2001,
participating in two wells and the Eastern Gulf lease sale. EOG was
apparent high bidder on three tracts in that sale, two of which
received five bids each.
Calgary, Canada Division. The Calgary Division is engaged in the
exploration for and the development, production and marketing of
natural gas, crude oil and natural gas liquids in Western Canada,
principally in the Provinces of Alberta, Saskatchewan and Manitoba.
EOG is also carrying out exploration activities in several onshore
frontier Canadian basins in the Maritime Provinces and the Northwest
Territories.
3
The division conducts operations through EOG's Canadian
subsidiary, EOG Resources Canada Inc., from offices in Calgary,
Alberta. During 2001, the division was again successful with its
strategy of drilling a large number of shallow gas wells in Western
Canada, increasing its reserve base and production potential.
Strategic property and small corporate acquisitions were also utilized
to expand the shallow gas platform area in Southwest Saskatchewan and
Southeast Alberta. Division production during 2001 averaged 139 MMcfe
per day versus 146 MMcfe per day during 2000. A record 1,037wells
were drilled during 2001, most of which were shallow gas. New wells
coming on stream late in the year have increased December 2001 net
average deliverability to 158 MMcfe per day. Further new wells will
be coming on stream during the first quarter of 2002. Key producing
areas were Sandhills, Blackfoot and Grande Prairie - Wapiti, as well
as new shallow gas development projects in Southeast Alberta at
Bindloss, Connorsville and Rattlesnake.
Outside North America Operations
EOG has producing operations offshore Trinidad and is evaluating
exploration, exploitation and development opportunities in selected
other international areas.
Trinidad. In November 1992, EOG was awarded a 95% working
interest concession in the South East Coast Consortium ("SECC") Block
offshore Trinidad, encompassing three undeveloped fields previously
held by three government-owned energy companies. The Kiskadee and
Ibis fields have since been developed. The Oilbird field was
successfully appraised by the drilling of two wells in the fourth
quarter of 2001 and will be developed over the next few years with
production scheduled for late 2003. The Oilbird 2 well encountered
380 feet of net pay and the Oilbird 3 well encountered 290 feet of net
pay. Existing surplus processing and transportation capacity at the
Pelican field facilities owned and operated by Trinidad and Tobago
government-owned companies is being used to process and transport the
production. Natural gas is being sold into the local market under a
take-or-pay agreement with the National Gas Company of Trinidad and
Tobago. In 2001, deliveries net to EOG averaged 115 MMcf per day of
natural gas and 2.1 MBbl per day of crude oil and condensate.
In 1996, EOG signed a production sharing contract with the
Government of Trinidad and Tobago for the Modified U(a) Block where
EOG holds a 100% working interest. EOG drilled its first commitment
well, OA-1, on this block in 1998. This well encountered over 500
feet of net pay. In the first quarter of 2001, EOG drilled the OA-2
well which encountered 305 feet of net pay and increased gross proved
reserves to a field total of 870 Bcfe. In September 2001, EOG set a
platform and jacket in preparation for first production anticipated in
the third quarter of 2002. This field will supply approximately 60
MMcf per day under a 15-year natural gas supply contract to a 1,850
metric ton per day anhydrous ammonia plant which is being constructed
by Caribbean Nitrogen Company Limited, a Trinidadian company in which
EOG has a 16% interest. The construction of the plant is anticipated
to be completed by the third quarter of 2002.
In March 2002, EOG and certain subsidiaries participated in the
execution of certain closing documents relating to the investment of
one of the subsidiaries in a Trinidadian company named Nitrogen (2000)
Unlimited which plans to construct a 1,850 metric ton per day
anhydrous ammonia plant similar to the plant mentioned above. EOG
owns an approximate 31% interest in the company. The other
shareholders in this company are subsidiaries of Ferrostall AG,
Halliburton and CL Financial Ltd. The total cost of the plant is
estimated to be approximately $320 million of which approximately 72%
will be non-recourse debt and 28% equity. EOG's equity investment in
the company is anticipated to be approximately $28 million. EOG is
expected to supply approximately 60 MMcf per day under a 15-year
natural gas contract to the plant. Assuming timely regulatory and
related approvals and other conditions for loan disbursement, the
construction of the plant is anticipated to be completed by the fourth
quarter of 2004.
In September 2001, EOG was the sole bidder for the Lower Reverse
"L" Block in the Trinidad and Tobago licensing round. EOG is
currently in negotiation with the Ministry of Energy for the award of
the block which is located adjacent to the SECC Block.
At December 31, 2001, EOG held approximately 52,600 net
undeveloped acres in Trinidad.
Other International. EOG continues to evaluate other selected
conventional natural gas and crude oil opportunities outside North
America primarily by pursuing exploitation opportunities in countries
where indigenous natural gas and crude oil reserves have been
identified.
4
Marketing
Wellhead Marketing. EOG's North America wellhead natural gas
production is currently being sold on the spot market and under long-
term natural gas contracts at market-responsive prices. In many
instances, the long-term contract prices closely approximate the
prices received for natural gas being sold on the spot market.
Wellhead natural gas volumes from Trinidad are sold at prices that are
based on a fixed price schedule with annual escalations. Prior to the
Share Exchange (as described in "Transactions with Enron Corp." on
page 8) and under terms of the production sharing contracts, natural
gas volumes in India were sold to a nominee of the Government of India
at a price linked to a basket of world market fuel oil quotations with
floor and ceiling limits.
Substantially all of EOG's wellhead crude oil and condensate is
sold under various terms and arrangements at market-responsive prices.
During 2001, sales to a major utility company accounted for 14%
of EOG's oil and gas revenues. No other individual purchaser
accounted for 10% or more of EOG's oil and gas revenues for the same
period. EOG does not believe that the loss of any single purchaser
will have a material adverse effect on the financial condition or
results of operations of EOG.
Other Marketing. EOG Resources Marketing, Inc. ("EOGM"), a
wholly owned subsidiary of EOG, is a marketing company engaging in
various marketing activities. EOGM contracts to provide natural gas
to various purchasers and then aggregates the necessary supplies for
the sales with purchases from various sources, including third-party
producers, marketing companies, pipelines or from EOG's own production
and arranges for any necessary transportation to the points of
delivery. In addition, EOGM has purchased and constructed several
small gas gathering systems in order to facilitate its entry into the
gas gathering business on a limited basis.
5
Wellhead Volumes and Prices, and Lease and Well Expenses
The following table sets forth certain information regarding
EOG's wellhead volumes of and average prices for natural gas per
thousand cubic feet ("Mcf"), crude oil and condensate, and natural gas
liquids per barrel ("Bbl"), and average lease and well expenses per
thousand cubic feet equivalent ("Mcfe"-natural gas equivalents are
determined using the ratio of 6.0 Mcf of natural gas to 1.0 Bbl of
crude oil, condensate or natural gas liquids) delivered during each of
the three years in the period ended December 31, 2001.
Year Ended December 31,
- -----------------------------------------------------------------------------
2001 2000 1999
- -----------------------------------------------------------------------------
Natural Gas Volumes (MMcf per day)
United States 680 654 654
Canada 126 129 115
Trinidad 115 125 123
India(1) - - 46
Total 921 908 938
Crude Oil and Condensate Volumes (MBbl per day)
United States 22.0 22.8 14.4
Canada 1.7 2.1 2.6
Trinidad 2.1 2.6 2.4
India(1) - - 4.1
Total 25.8 27.5 23.5
Natural Gas Liquids Volumes (MBbl per day)
United States 3.5 4.0 2.6
Canada 0.5 0.7 0.8
Total 4.0 4.7 3.4
Average Natural Gas Prices ($/Mcf)
United States $ 4.26 $ 3.96 $ 2.20
Canada 3.78 3.33 1.88
Trinidad 1.22 1.17 1.08
India(1) - - 2.09
Composite 3.81 3.49 2.01
Average Crude Oil and Condensate Prices ($/Bbl)
United States $ 25.06 $29.68 $18.55
Canada 22.70 27.76 16.77
Trinidad 24.14 30.14 16.21
India(1) - - 12.80
Composite 24.83 29.57 17.12
Average Natural Gas Liquids Prices ($/Bbl)
United States $ 17.17 $20.45 $13.41
Canada 15.05 16.75 8.23
Composite 16.89 19.87 12.24
Lease and Well Expenses ($/Mcfe)
United States $ .45 $ .35 $ .33
Canada .62 .52 .46
Trinidad .15 .16 .13
India(1) - - .35
Composite .44 .35 .33
- ----------------------------------------------------------------------------
(1) See "Transactions with Enron Corp." regarding the Share Exchange Agreement
on Page 8.
6
Competition
EOG actively competes for reserve acquisitions and
exploration/exploitation leases, licenses and concessions, frequently
against companies with substantially larger financial and other
resources. To the extent EOG's exploration budget is lower than that
of certain of its competitors, EOG may be disadvantaged in effectively
competing for certain reserves, leases, licenses and concessions.
Competitive factors include price, contract terms, and quality of
service, including pipeline connection times and distribution
efficiencies. In addition, EOG faces competition from other producers
and suppliers, including competition from other world wide energy
supplies, such as natural gas from Canada.
Regulation
United States Regulation of Natural Gas and Crude Oil Production.
Natural gas and crude oil production operations are subject to various
types of regulation, including regulation in the United States by
state and federal agencies.
United States legislation affecting the oil and gas industry is
under constant review for amendment or expansion. Also, numerous
departments and agencies, both federal and state, are authorized by
statute to issue and have issued rules and regulations which, among
other things, require permits for the drilling of wells, regulate the
spacing of wells, prevent the waste of natural gas and liquid
hydrocarbon resources through proration and restrictions on flaring,
require drilling bonds and regulate environmental and safety matters.
The regulatory burden on the oil and gas industry increases its cost
of doing business and, consequently, affects its profitability.
A substantial portion of EOG's oil and gas leases in the Big
Piney area and in the Gulf of Mexico, as well as some in other areas,
are granted by the federal government and administered by the Bureau
of Land Management (the "BLM") and the Minerals Management Service
(the "MMS"), both federal agencies. Operations conducted by EOG on
federal oil and gas leases must comply with numerous statutory and
regulatory restrictions concerning the above and other matters.
Certain operations must be conducted pursuant to appropriate permits
issued by the BLM and the MMS.
BLM and MMS leases contain relatively standardized terms
requiring compliance with detailed regulations and, in the case of
offshore leases, orders pursuant to the Outer Continental Shelf Lands
Act (which are subject to change by the MMS). Such offshore operations
are subject to numerous regulatory requirements, including the need
for prior MMS approval for exploration, development, and production
plans, stringent engineering and construction specifications
applicable to offshore production facilities, regulations restricting
the flaring or venting of production, and regulations governing the
plugging and abandonment of offshore wells and the removal of all
production facilities. Under certain circumstances, the MMS may
require operations on federal leases to be suspended or terminated.
Any such suspension or termination could adversely affect EOG's
interests.
The MMS amended the regulations governing the calculation of
royalties and the valuation of crude oil produced from federal leases,
effective June 1, 2000. The new rules modified the valuation
procedures for both arm's-length and non-arm's-length crude oil
transactions to decrease reliance on oil posted prices and assign a
value to crude oil that, in the opinion of MMS, better reflects its
market value. Two industry trade associations have sought judicial
review of the new rules in federal district court. EOG cannot predict
what effect the outcome of the litigation will be or what effect, if
any, it will have on EOG's operations.
In March 2000, a federal district court vacated MMS regulations
which sought to clarify the types of costs that are deductible
transportation costs for purposes of royalty valuation of production
sold off the lease. In particular, MMS disallowed deduction of costs
associated with marketer fees, cash out and other pipeline imbalance
penalties, or long-term storage fees. The United States has appealed
the district court ruling. EOG cannot predict what the outcome of the
appeal will be or what effect, if any, it will have on EOG's
operations.
Sales of crude oil, condensate and natural gas liquids by EOG are
made at unregulated market prices.
The transportation and sale for resale of natural gas in
interstate commerce are regulated pursuant to the Natural Gas Act of
1938 (the "NGA") and the Natural Gas Policy Act of 1978 (the "NGPA").
These statutes are administered by the Federal Energy Regulatory
Commission (the "FERC"). Effective January 1, 1993, the Natural Gas
Wellhead Decontrol Act of 1989 deregulated natural gas prices for all
"first sales" of natural gas, which includes all sales by EOG of its
own production. All other sales of natural gas by EOG, such as those
of natural gas purchased from third parties, remain jurisdictional
sales subject to a blanket sales certificate under the NGA, which has
flexible terms and conditions. Consequently, all of EOG's sales of
natural gas currently may be made at market prices, subject to
applicable contract provisions. EOG's jurisdictional sales, however,
are
7
subject to the future possibility of greater federal oversight,
including the possibility the FERC might prospectively impose more
restrictive conditions on such sales.
Since 1985, the FERC has endeavored to enhance competition in
natural gas markets by making natural gas transportation more
accessible to natural gas buyers and sellers on an open and
nondiscriminatory basis. These efforts culminated in Order No. 636
and various rehearing orders ("Order No. 636"), which mandate a
fundamental restructuring of interstate natural gas pipeline sales and
transportation services, including the "unbundling" by interstate
natural gas pipelines of the sales, transportation, storage, and other
components of their service, and to separately state the rates for
each unbundled service. Order No. 636 does not directly regulate
EOG's activities, but has an indirect effect because of its broad
scope. Order No. 636 has ended interstate pipelines' traditional role
as wholesalers of natural gas, and substantially increased competition
in natural gas markets. In spite of this uncertainty, Order No. 636
may enhance EOG's ability to market and transport its natural gas
production, although it may also subject EOG to more restrictive
pipeline imbalance tolerances and greater penalties for violation of
such tolerances.
EOG owns, directly or indirectly, certain natural gas pipelines
that it believes meet the traditional tests the FERC has used to
establish a pipeline's status as a gatherer not subject to FERC
jurisdiction under the NGA. State regulation of gathering facilities
generally includes various safety, environmental, and in some
circumstances, nondiscriminatory take requirements, but does not
generally entail rate regulation. Natural gas gathering may receive
greater regulatory scrutiny at both the state and federal levels as a
result of pipeline restructuring under Order No. 636. For example,
the Texas Railroad Commission has approved changes to its regulations
governing transportation and gathering services performed by
intrastate pipelines and gatherers, which prohibit such entities from
unduly discriminating in favor of their affiliates. EOG's gathering
operations could be adversely affected should they be subject in the
future to the application of state or federal regulation of rates and
services.
EOG's natural gas gathering operations also may be or become
subject to safety and operational regulations relating to the design,
installation, testing, construction, operation, replacement, and
management of facilities. Additional rules and legislation pertaining
to these matters are considered or adopted from time to time. EOG
cannot predict what effect, if any, such legislation might have on its
operations, but the industry could be required to incur additional
capital expenditures and increased costs depending on future
legislative and regulatory changes.
The FERC recently began a broad review of its transportation
regulations, including how they operate in conjunction with state
proposals for retail gas marketing restructuring, whether to eliminate
cost-of-service rates for short-term transportation, whether to
allocate all short-term capacity on the basis of competitive auctions,
and whether changes to its long-term transportation policies may also
be appropriate to alleviate a market bias toward short-term contracts.
This review culminated in part with the FERC's issuance of Order No.
637 on February 9, 2000.
Order No. 637 revises the FERC's current regulatory framework for
purposes of improving the efficiency of the market and providing
captive pipeline customers with the opportunity to reduce their cost
of holding long-term pipeline capacity while continuing to protect
against the exercise of market power. Order No. 637 revises FERC
pricing policy by waiving price ceilings for short-term released
capacity for a two-year period and permitting pipelines to file for
peak/off-peak and term differentiated rate structures. Order No. 637
does not, however, require the allocation of all short-term capacity
on the basis of competitive auctions--as had been proposed by the
FERC. Order No. 637 adopts changes in regulations relating to
scheduling procedures, capacity segmentation and pipeline penalties to
improve the competitiveness and efficiency of the interstate pipeline
grid. It also narrows pipeline customers' right of first refusal to
remove economic biases in the current rule, while still protecting
captive customers' ability to resubscribe to long-term capacity.
Finally, it improves the FERC's reporting requirements to provide more
transparent pricing information and permit more effective monitoring
of the market. Appeals of Order No. 637 are pending court review.
EOG cannot predict what the outcome of that review will be or what
effect it will have on EOG's operations.
While Order No. 637, and any subsequent FERC action will affect
EOG only indirectly, the Order and related inquiries are intended to
further enhance competition in natural gas markets, while maintaining
adequate consumer protections.
EOG cannot predict the effect that any of the aforementioned
orders or the challenges to such orders will ultimately have on EOG's
operations. Additional proposals and proceedings that might affect
the natural gas industry are considered from time to time by Congress,
the FERC and the courts. EOG cannot predict when or whether any such
proposals or proceedings may become effective. It should also be
noted that the natural gas industry historically has been very heavily
regulated; therefore, there is no assurance that the less regulated
approach currently being pursued by the FERC will continue
indefinitely.
8
Environmental Regulation. Various federal, state and local laws
and regulations covering the discharge of materials into the
environment, or otherwise relating to the protection of the
environment, affect EOG's operations and costs as a result of their
effect on natural gas and crude oil exploration, development and
production operations and could cause EOG to incur remediation or
other corrective action costs in connection with a release of
regulated substances, including crude oil, into the environment. In
addition, EOG has acquired certain oil and gas properties from third
parties whose actions with respect to the management and disposal or
release of hydrocarbons or other wastes were not under EOG's control.
Under environmental laws and regulations, EOG could be required to
remove or remediate wastes disposed of or released by prior owners or
operators. Compliance with such laws and regulations increases EOG's
overall cost of business, but has not had a material adverse effect on
EOG's operations or financial condition. It is not anticipated, based
on current laws and regulations, that EOG will be required in the near
future to expend amounts that are material in relation to its total
exploration and development expenditure program in order to comply
with each environmental law and regulation, but inasmuch as such laws
and regulations are frequently changed, EOG is unable to predict the
ultimate cost of compliance. EOG also could incur costs related to
the clean up of sites to which it sent regulated substances for
disposal and for damages to natural resources or other claims related
to releases of regulated substances at such sites. In this regard,
EOG has been named as a potentially responsible party in certain
proceedings initiated pursuant to the Comprehensive Environmental
Response, Compensation, and Liability Act and may be named as a
potentially responsible party in other similar proceedings in the
future. It is not anticipated that the costs incurred by EOG in
connection with the presently pending proceedings will, individually
or in the aggregate, have a materially adverse effect on the financial
condition or results of operations of EOG.
Canadian Regulation. In Canada, the petroleum industry is
subject to extensive controls and operates under various provincial
and federal legislation and regulations governing land tenure,
royalties, taxes, production rates, operational standards,
environmental protection, health and safety, exports and other
matters. EOG operates within this regulatory framework and continues
to monitor and evaluate the impact of the regulatory regime when
determining parameters for engaging in oil and gas activities and
investments in Canada. The price of natural gas and crude oil in
Canada has been deregulated and is determined by market conditions and
negotiations between buyers and sellers in a North American market
place. The North American Free Trade Agreement supports the on-going
cross-border commercial transactions of the natural gas and crude oil
business.
Various matters relating to the transportation and export of
natural gas continue to be subject to regulation by provincial
agencies and federally, by the National Energy Board; however, the
North American Free Trade Agreement may have reduced the risk of
altering existing cross-border commercial transactions through the
assurance of fair implementation of regulatory changes, minimal
disruption of contractual arrangements and the prohibition of
discriminatory order restrictions and export taxes.
Canadian governmental regulations may have a material effect on
the economic parameters for engaging in oil and gas activities in
Canada and may have a material effect on the advisability of
investments in Canadian oil and gas drilling activities. EOG is
monitoring political, regulatory and economic developments in Canada.
Other International Regulation. EOG's exploration and production
operations outside North America are subject to various types of
regulations imposed by the respective governments of the countries in
which EOG's operations are conducted, and may affect EOG's operations
and costs within that country. EOG currently has operations offshore
Trinidad.
Transactions with Enron Corp.
Enron Corp. Bankruptcy. In December 2001, Enron Corp. and
certain of its affiliates, including Enron North America Corp., filed
voluntary petitions for reorganization under Chapter 11 of the United
States Bankruptcy Code. EOG recorded $19.2 million in charges
associated with the Enron bankruptcies in the fourth quarter of 2001
related to certain contracts with Enron affiliates, including 2001 and
2002 natural gas and crude oil derivative contracts. EOG has other
contractual relationships with Enron Corp. and certain of its
affiliates. Based on EOG's review of these other matters, EOG
believes that Enron Corp.'s Chapter 11 proceedings will not have a
material adverse effect on EOG's financial position.
Share Exchange. On August 16, 1999, EOG and Enron Corp. closed
the Share Exchange Agreement in which EOG acquired 62,270,000 shares
of EOG's common stock out of 82,270,000 shares owned by Enron Corp.,
and in return Enron Corp. received all of the stock of EOGI-India,
Inc., a subsidiary of EOG ("Share Exchange"). EOGI-India, Inc. owned,
through subsidiaries, all of EOG's assets and operations in India and
China, and had received from EOG an indirect $600 million cash capital
contribution, plus certain intercompany receivables, prior to the
Share Exchange. EOG recognized a $575 million tax-free gain on the
Share Exchange based on the fair value of the shares received, net of
transaction fees of $14 million. On the closing of the Share
Exchange, all of Enron Corp.'s officers and directors then serving as
EOG directors resigned from EOG's board.
9
Immediately prior to the closing of the Share Exchange, Enron
Corp. owned 82,270,000 shares of EOG's common stock, representing
approximately 53.5 percent of all of the shares of EOG's common stock
that were issued and outstanding. As a result of the closing of the
Share Exchange, the sale by Enron Corp. of 8,500,000 shares of EOG's
common stock as a selling stockholder in a public offering in which
EOG also sold 27,000,000 shares of its common stock, and the
completion on August 17, 1999 and August 20, 1999 of the offering of
Enron Corp. notes mandatorily exchangeable at maturity into a minimum
of 9,746,250 up to a maximum of 11,500,000 shares of EOG's common
stock, Enron Corp's maximum remaining interest in EOG after the
automatic conversion of its notes on July 31, 2002, will be under two
percent (assuming the notes are exchanged for less than the 11,500,000
shares of EOG's common stock). As a result of Enron Corp.'s
bankruptcy filing and because the Enron Corp. notes were unsecured,
EOG believes it is unlikely that they will be exchanged for the shares
of EOG's common stock. The entire 11,500,000 shares of EOG's common
stock are included in EOG's outstanding common share count. Two
entities not affiliated with Enron Corp. have recently filed Schedule
13Gs with the Securities and Exchange Commission with respect to these
shares.
Other Matters
Energy Prices. Since EOG is primarily a natural gas company, it
is more significantly impacted by changes in natural gas prices than
in the prices for crude oil, condensate or natural gas liquids.
Average North America wellhead natural gas prices have fluctuated, at
times rather dramatically, during the last three years. These
fluctuations resulted in a 11% increase in the average wellhead
natural gas price for North America received by EOG from 1998 to 1999,
an increase of 80% from 1999 to 2000, and an increase of 9% from 2000
to 2001. Wellhead natural gas volumes from Trinidad are sold at
prices that are based on a fixed schedule with annual escalations.
Substantially all of EOG's wellhead crude oil and condensate is sold
under various terms and arrangements at market responsive prices.
Crude oil and condensate prices also have fluctuated during the last
three years. Due to the many uncertainties associated with the world
political environment, the availabilities of other world wide energy
supplies and the relative competitive relationships of the various
energy sources in the view of consumers, EOG is unable to predict what
changes may occur in natural gas, crude oil and condensate prices in
the future.
Risk Management. EOG engages in price risk management activities
from time to time. These activities are intended to manage EOG's
exposure to fluctuations in commodity prices for natural gas and crude
oil. EOG utilizes derivative financial instruments, primarily price
swaps and costless collars, and fixed price physical contracts as a
means to manage this price risk.
The following is a summary of EOG's price swap and physical
contract positions at March 18, 2002:
(a) 2002 Price Swap Positions
o Natural Gas Price Swaps - Tabulated below is a summary of
EOG's 2002 natural gas price swap positions with prices
expressed in dollars per million British thermal units
($/MMBtu) and notional volumes in million British thermal
units per day (MMBtud). EOG accounts for these swap
contracts under mark-to-market accounting.
Average Price Volume
2002 ($/MMBtu) (MMBtud)
--------------------- ------------- --------
January (closed) $ 3.21 140,000
February (closed) $ 3.13 190,000
March (closed) $ 3.13 140,000
April and May $ 2.74 390,000
June $ 2.84 300,000
July through December $ 3.26 100,000
o Crude Oil Price Swaps - Notional volumes of two thousand
barrels of oil per day for the period March 2002 to December
2002 at an average price of $21.50 per barrel. EOG accounts
for these swap contracts under mark-to-market accounting.
10
(b) 2002 Natural Gas Physical Contracts
EOG had 2002 natural gas physical contracts for 95,000
MMBtud at an average price of $3.03 per MMBtu for January
and February 2002 in the U.S. In Canada, EOG has 2002
natural gas physical contracts for approximately 24,000
MMBtud at an average price of US$3.35 per MMBtu for the
period of January through March 2002, approximately 34,000
MMBtud at an average price of US$3.19 per MMBtu for the
period of April through June 2002, and approximately 24,000
MMBtud at an average price of US$3.35 per MMBtu for the
period of July through December 2002.
At December 31, 2001, based on EOG's tax position and the portion
of EOG's anticipated natural gas volumes for 2001 for which prices
have not, in effect, been hedged using NYMEX-related commodity market
transactions and long-term marketing contracts, EOG's price
sensitivity for each $0.10 per Mcf change in average wellhead natural
gas prices is $15 million (or $0.13 per share) for net income and $23
million for current operating cash flow. EOG is not impacted as
significantly by changing crude oil prices for those volumes not
otherwise hedged. EOG's price sensitivity for each $1.00 per barrel
change in average wellhead crude oil prices is $5 million (or $0.04
per share) for net income and $8 million for current operating cash
flow.
Tight Gas Sand Tax Credits (Section 29) and Severance Tax
Exemption. United States federal tax law provides a tax credit for
production of certain fuels produced from nonconventional sources
(including natural gas produced from tight formations), subject to a
number of limitations. Fuels qualifying for the credit must be
produced from a well drilled or a facility placed in service after
November 5, 1990 and before January 1, 1993, and must be sold before
January 1, 2003.
The credit, which is currently approximately $.52 per million
British thermal unit of natural gas, is computed by reference to the
price of crude oil, and is phased out as the price of crude oil
exceeds $23.50 in 1980 dollars (adjusted for inflation) with complete
phaseout if such price exceeds $29.50 in 1980 dollars (similarly
adjusted). Under this formula, the commencement of phaseout would be
triggered if the average price for crude oil rose above approximately
$48 per barrel in current dollars. Significant benefits from the tax
credit have accrued and continue to accrue to EOG since a portion (and
in some cases a substantial portion) of EOG's natural gas production
from new wells drilled after November 5, 1990, and before January 1,
1993, on EOG's leases in several of EOG's significant producing areas
qualify for this tax credit. In 1999 and 2000, EOG entered into
arrangements with a third party whereby certain Section 29 credits
were sold by EOG to the third party, and payments for such credits
will be received on an as-generated basis.
Natural gas production from wells spudded or completed after May
24, 1989 and before September 1, 1996 in tight formations in Texas
qualifies for a ten-year exemption from severance taxes, subject to
certain limitations, during the period beginning September 1, 1991 and
ending August 31, 2001. In addition, natural gas production from
qualifying wells spudded or completed after August 31, 1996 and before
September 1, 2010 is entitled to use of a reduced severance tax rate.
However, the cumulative value of the tax reduction cannot exceed 50
percent of the drilling and completion costs incurred on a well by
well basis.
Other. All of EOG's natural gas and crude oil activities are
subject to the risks normally incident to the exploration for and
development and production of natural gas and crude oil, including
blowouts, cratering and fires, each of which could result in damage to
life and property. Offshore operations are subject to usual marine
perils, including hurricanes and other adverse weather conditions.
EOG's activities are also subject to governmental regulations as well
as interruption or termination by governmental authorities based on
environmental and other considerations. In accordance with customary
industry practices, insurance is maintained by EOG against some, but
not all, of the risks. Losses and liabilities arising from such
events could reduce revenues and increase costs to EOG to the extent
not covered by insurance.
EOG's operations outside of North America are subject to certain
risks, including expropriation of assets, risks of increases in taxes
and government royalties, renegotiation of contracts with foreign
governments, political instability, payment delays, limits on
allowable levels of production and currency exchange and repatriation
losses, as well as changes in laws, regulations and policies governing
operations of foreign companies generally.
11
Current Executive Officers of the Registrant
The current executive officers of EOG and their names and ages
are as follows:
Name Age Position
- --------------------- ----- -------------------------------------
Mark G. Papa 55 Chairman of the Board and Chief
Executive Officer; Director
Edmund P. Segner, III 48 President and Chief of Staff; Director
Loren M. Leiker 48 Executive Vice President, Exploration
and Development
Gary L. Thomas 52 Executive Vice President, North
America Operations
Barry Hunsaker, Jr. 51 Senior Vice President and General
Counsel
Timothy K. Driggers 40 Vice President, Accounting and Land
Administration
David R. Looney 45 Vice President, Finance
Mark G. Papa was elected Chairman of the Board and Chief
Executive Officer in August 1999, President and Chief Executive
Officer and Director of EOG in September 1998, President and Chief
Operating Officer in September 1997, President in December 1996 and
was President-North America Operations from February 1994 to September
1998. Mr. Papa joined Belco Petroleum Corporation, a predecessor of
EOG, in 1981.
Edmund P. Segner, III became President and Chief of Staff and
Director of EOG in August 1999. He became Vice Chairman and Chief of
Staff of EOG in September 1997. Mr. Segner was a director of EOG from
January 1997 to October 1997. Prior to joining EOG, Mr. Segner held
various managerial positions with EOG's former majority shareholder,
Enron Corp.
Loren M. Leiker joined EOG in April 1989 as Senior Vice
President, Exploration. He was elected Executive Vice President,
Exploration in May 1998 and Executive Vice President, Exploration and
Development in February 2000.
Gary L. Thomas was elected Executive Vice President, North
America Operations in May 1998. He was previously Senior Vice
President and General Manager of EOG's Midland Division. Mr. Thomas
joined a predecessor of EOG in July 1978.
Barry Hunsaker, Jr. has been Senior Vice President and General
Counsel since he joined EOG in May 1996.
Timothy K. Driggers was elected Vice President and Controller of
EOG in October 1999 and was subsequently named Vice President,
Accounting and Land Administration. He held a management position in
Enron Corp.'s accounting department from October 1998 through
September 1999. Mr. Driggers held management positions in the
Financial Planning and Reporting Department of EOG from August 1995
through September 1998.
David R. Looney was elected Vice President, Finance of EOG in
August 1999. He joined EOG as Assistant Treasurer in February 1998.
Prior to joining EOG, Mr. Looney spent over 17 years in the commercial
banking industry, specializing in capital formation for companies
involved in the energy industry.
There are no family relationships among the officers listed, and
there are no arrangements or understandings pursuant to which any of
them were elected as officers. Officers are appointed or elected
annually by the Board of Directors at its first meeting prior to the
Annual Meeting of Shareholders, each to hold office until the
corresponding meeting of the Board in the next year or until a
successor shall have been elected, appointed or shall have qualified.
12
ITEM 2. Properties
Oil and Gas Exploration and Production Properties and Reserves
Reserve Information. For estimates of EOG's net proved and
proved developed reserves of natural gas and liquids, including crude
oil, condensate and natural gas liquids, see "Supplemental Information
to Consolidated Financial Statements" in the Form 8-K filed on
February 28, 2002.
There are numerous uncertainties inherent in estimating
quantities of proved reserves and in projecting future rates of
production and timing of development expenditures, including many
factors beyond the control of the producer. The reserve data set
forth in Supplemental Information to Consolidated Financial Statements
represent only estimates. Reserve engineering is a subjective process
of estimating underground accumulations of natural gas and liquids,
including crude oil, condensate and natural gas liquids, that cannot
be measured in an exact manner. The accuracy of any reserve estimate
is a function of the amount and quality of available data and of
engineering and geological interpretation and judgment. As a result,
estimates of different engineers normally vary. In addition, results
of drilling, testing and production subsequent to the date of an
estimate may justify revision of such estimate. Accordingly, reserve
estimates are often different from the quantities ultimately
recovered. The meaningfulness of such estimates is highly dependent
upon the accuracy of the assumptions upon which they were based.
In general, the volume of production from oil and gas properties
owned by EOG declines as reserves are depleted. Except to the extent
EOG acquires additional properties containing proved reserves or
conducts successful exploration, exploitation and development
activities, the proved reserves of EOG will decline as reserves are
produced. Volumes generated from future activities of EOG are
therefore highly dependent upon the level of success in finding or
acquiring additional reserves and the costs incurred in so doing.
EOG's estimates of reserves filed with other federal agencies agree
with the information set forth in Supplemental Information to
Consolidated Financial Statements.
13
Acreage. The following table summarizes EOG's developed
and undeveloped acreage at December 31, 2001. Excluded is acreage in
which EOG's interest is limited to owned royalty, overriding royalty
and other similar interests.
Developed Undeveloped Total
---------------------- ------------------------- -----------------------
Gross Net Gross Net Gross Net
---------- ---------- ----------- ----------- ---------- ----------
United States
Texas........................... 463,980 280,860 751,115 636,792 1,215,095 917,652
Wyoming......................... 293,332 181,511 603,359 341,542 896,691 523,053
Oklahoma........................ 172,131 107,882 179,425 136,797 351,556 244,679
Montana......................... 119,566 630 284,920 229,661 404,486 230,291
New Mexico...................... 144,064 80,605 246,688 143,060 390,752 223,665
Offshore Gulf of Mexico......... 287,474 78,901 215,412 124,451 502,886 203,352
Utah............................ 217,447 76,572 201,634 119,326 419,081 195,898
Pennsylvania.................... 67,637 67,637 82,500 82,500 150,137 150,137
California...................... 2,736 1,626 110,287 99,902 113,023 101,528
New York........................ - - 87,981 77,547 87,981 77,547
South Dakota.................... - - 52,238 52,238 52,238 52,238
Mississippi..................... 9,711 9,390 35,783 33,700 45,494 43,090
Colorado........................ 24,884 1,425 113,058 39,641 137,942 41,066
Louisiana....................... 11,645 9,415 36,263 27,670 47,908 37,085
Kansas.......................... 13,533 11,991 28,292 24,836 41,825 36,827
Ohio............................ 9,761 7,330 22,190 22,169 31,951 29,499
North Dakota.................... 3,854 1,659 18,447 18,274 22,301 19,933
Michigan........................ - - 22,697 11,349 22,697 11,349
West Virginia................... 240 - 7,411 7,329 7,651 7,329
Arkansas........................ 1,434 427 1,483 638 2,917 1,065
Alabama......................... - - 212 193 212 193
--------- ---------- --------- --------- --------- ---------
Total United States.......... 1,843,429 917,861 3,101,395 2,229,615 4,944,824 3,147,476
Canada
Saskatchewan.................... 352,425 327,488 137,018 133,858 489,443 461,346
Alberta......................... 619,699 423,944 405,128 338,234 1,024,827 762,178
Manitoba........................ 11,874 10,492 56,924 56,604 68,798 67,096
British Columbia................ 656 164 14,334 7,221 14,990 7,385
Northwest Territories........... - - 806,328 224,312 806,328 224,312
--------- --------- --------- --------- --------- ---------
Total Canada................. 984,654 762,088 1,419,732 760,229 2,404,386 1,522,317
Other International
Trinidad........................ 41,926 40,740 55,335 52,568 97,261 93,308
France.......................... - - 168,032 168,032 168,032 168,032
--------- --------- --------- --------- --------- ---------
Total Other International..... 41,926 40,740 223,367 220,600 265,293 261,340
--------- --------- --------- --------- --------- ---------
Total......................... 2,870,009 1,720,689 4,744,494 3,210,444 7,614,503 4,931,133
========= ========= ========= ========= ========= =========
Producing Well Summary. The following table reflects EOG's
ownership in gas and oil wells located in Texas, the Gulf of Mexico,
Oklahoma, New Mexico, Utah, Pennsylvania, Wyoming, and various other
states, Canada and Trinidad at December 31, 2001. Gross gas and oil
wells include 546 with multiple completions.
Productive Wells
------------------
Gross Net
-------- --------
Gas....................................... 10,525 7,771
Oil....................................... 1,470 1,215
------- ------
Total................................. 11,995 8,986
======= ======
14
Drilling and Acquisition Activities. During the years ended December 31, 2001, 2000, and 1999
EOG spent approximately $1,163 million, $710 million and $461 million, respectively, for exploratory and
development drilling and acquisition of leases and producing properties. EOG drilled, participated in
the drilling of or acquired wells as set out in the table below for the periods indicated:
Year Ended December 31,
------------------------------------------------------------
2001 2000 1999
------------------ ------------------ ------------------
Gross Net Gross Net Gross Net
------- -------- ------- -------- ------- --------
Development Wells Completed
North America
Gas..................................... 1,550 1,311.86 743 611.93 613 515.64
Oil..................................... 124 107.06 93 83.46 53 52.02
Dry..................................... 95 81.68 51 44.03 68 58.43
------ -------- ------ -------- ----- -------
Total................................ 1,769 1,500.60 887 739.42 734 626.09
Outside North America
Gas..................................... 3 2.90 - - 6 2.00
Oil..................................... - - - - 6 1.90
Dry..................................... - - - - - -
------ -------- ------ -------- ------ -------
Total................................. 3 2.90 - - 12 3.90
------ -------- ------ -------- ------ -------
Total Development....................... 1,772 1,503.50 887 739.42 746 629.99
------ -------- ------ -------- ------ -------
Exploratory Wells Completed
North America
Gas..................................... 24 18.38 19 11.85 21 14.57
Oil..................................... 10 7.10 4 4.00 2 2.00
Dry..................................... 29 23.05 26 20.00 19 14.55
------ -------- ------ -------- ------ -------
Total................................. 63 48.53 49 35.85 42 31.12
Outside North America
Gas..................................... - - - - 1 0.30
Oil..................................... - - - - - -
Dry..................................... 1 0.25 1 1.00 1 1.00
------ -------- ------ -------- ------ -------
Total................................. 1 0.25 1 1.00 2 1.30
------ -------- ------ -------- ------ -------
Total Exploratory....................... 64 48.78 50 36.85 44 32.42
------ -------- ------ -------- ------ -------
Total................................ 1,836 1,552.28 937 776.27 790 662.41
Wells in Progress at end of period........ 71 59.04 46 40.19 25 21.34
------ -------- ------ -------- ------ -------
Total................................ 1,907 1,611.32 983 816.46 815 683.75
====== ======== ====== ======== ====== =======
Wells Acquired*
Gas..................................... 1,089 981.53 1,315 985.37 576 380.01
Oil..................................... 53 51.04 168 120.70 422 402.34
------ -------- ------ -------- ------ -------
Total............................... 1,142 1,032.57 1,483 1,106.07 998 782.35
====== ======== ====== ======== ====== =======
- -----------------------------
*Includes the acquisition of additional interests in certain wells in which EOG previously
owned an interest.
All of EOG's drilling activities are conducted on a contract basis with independent
drilling contractors. EOG owns no drilling equipment.
15
ITEM 3. Legal Proceedings
The information required by this item is incorporated by
reference from the Contingencies section in Note 7 of Notes to
Consolidated Financial Statements included in the Form 8-K filed on
February 28, 2002.
ITEM 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders
during the fourth quarter of 2001.
PART II
ITEM 5. Market for the Registrant's Common Equity and Related
Shareholder Matters
The following table sets forth, for the periods indicated, the
high and low sales prices per share for the common stock of EOG, as
reported on the New York Stock Exchange Composite Tape, and the amount
of cash dividends declared per share.
Price Range
--------------------- Cash
High Low Dividend
------ ------- --------
2000
- ----
First Quarter $24.06 $13.69 $0.030
Second Quarter 34.88 21.75 0.035
Third Quarter 40.88 26.69 0.035
Fourth Quarter 56.69 35.31 0.035
2001
- ----
First Quarter $55.50 $39.30 $0.035
Second Quarter 49.86 34.91 0.040
Third Quarter 36.99 25.80 0.040
Fourth Quarter 39.66 27.65 0.040
As of March 11, 2002, there were approximately 370 record holders
of EOG's common stock, including individual participants in security
position listings. There are an estimated 57,700 beneficial owners of
EOG's common stock, including shares held in street name.
EOG currently intends to continue to pay quarterly cash dividends
on its outstanding shares of common stock. However, the determination
of the amount of future cash dividends, if any, to be declared and
paid will depend upon, among other things, the financial condition,
funds from operations, level of exploration, exploitation and
development expenditure opportunities and future business prospects of
EOG.
On December 5, 2001, EOG's indirect, wholly owned subsidiary EOG
Company of Canada issued $120,000,000 principal amount of 7.00% Senior
Notes due 2011 which were fully and unconditionally guaranteed by EOG
(the "Senior Notes") to Salomon Smith Barney Inc., Banc One Capital
Markets, Inc., Deutsche Bank Alex. J.P. Morgan Securities Inc. and TD
Securities (USA) Inc., as initial purchasers, for resale to "qualified
institutional buyers" as defined in Rule 144A of the Securities Act of
1933, and outside the United States in accordance with Regulation S of
the Securities Act of 1933. The aggregate offering price of the
Senior Notes was $118,875,600 and the aggregate commission was
$780,000.
16
ITEM 6. Selected Financial Data
Year Ended December 31,
-------------------------------------------------------------
(In Thousands, Except Per Share Amounts) 2001 2000 1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------------
Statement of Income Data:
Net operating revenues.............................. $1,654,887 $1,489,895 $ 842,099 $ 808,252 $ 820,451
Operating expenses
Lease and well...................................... 175,446 140,915 132,233 137,932 133,014
Exploration costs................................... 67,467 67,196 52,773 65,940 57,696
Dry hole costs...................................... 71,360 17,337 11,893 22,751 17,303
Impairments......................................... 79,156 46,478 161,817(1) 32,904 34,542
Depreciation, depletion and amortization............ 392,399 359,265 329,668 314,278 270,850
General and administrative.......................... 79,963 66,932 82,857 69,010 54,415
Taxes other than income............................. 95,333 94,909 52,670 51,776 59,856
Charges associated with Enron bankruptcy............ 19,211 - - - -
-------------------------------------------------------------
Total............................................... 980,335 793,032 823,911 694,591 627,676
-------------------------------------------------------------
Operating Income...................................... 674,552 696,863 18,188 113,661 192,775
Other income (expense), net........................... 2,003 (2,300) 611,343(2) (4,800) (1,588)
Interest expense (net of interest capitalized)........ 45,110 61,006 61,819 48,579 27,717
-------------------------------------------------------------
Income before income taxes............................ 631,445 633,557 567,712 60,282 163,470
Income tax provision (benefit)(3)..................... 232,829 236,626 (1,382) 4,111(4) 41,500(5)
-------------------------------------------------------------
Net income............................................ 398,616 396,931 569,094 56,171 121,970
Preferred stock dividends............................. 10,994 11,028 535 - -
-------------------------------------------------------------
Net income available to common........................ $ 387,622 $ 385,903 $ 568,559 $ 56,171 $ 121,970
=============================================================
Net income per share available to common
Basic............................................... $ 3.35 $ 3.30 $ 4.04 $ 0.36 $ 0.78
=============================================================
Diluted............................................. $ 3.30 $ 3.24 $ 4.01 $ 0.36 $ 0.77
=============================================================
Average number of common shares
Basic............................................... 115,765 116,934 140,648 154,002 157,092
=============================================================
Diluted............................................. 117,488 119,102 141,627 154,573 157,663
=============================================================
At December 31,
---------------------------------------------------------------
(In Thousands) 2001 2000 1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------------
Balance Sheet Data:
Oil and gas properties - net.......................... $3,055,910 $2,525,007 $2,334,928 $2,676,363 $2,387,207
Total assets.......................................... 3,414,044 3,001,253 2,610,793 3,018,095 2,723,355
Long-term debt
Third Party......................................... 855,969 859,000 990,306 942,779 548,775
Affiliate........................................... - - - 200,000 192,500
Deferred revenue...................................... - - - 4,198 39,918
Shareholders' equity.................................. 1,642,686 1,380,925 1,129,611 1,280,304 1,281,049
(1) Includes $133 million non-cash charges in connection with impairments and/or EOG's decision
to dispose of projects no longer deemed central to its business.
(2) Includes a $575 million tax-free gain on the share exchange transactions (See "Transactions with
Enron Corp." on Page 8).
(3) Includes benefits of approximately $8 million, $12 million and $12 million in 1999, 1998 and 1997,
respectively, relating to tight gas sands federal income tax credits.
(4) Includes a benefit of $2 million related to the final audit assessments of India taxes for certain
prior years, a benefit of $3.8 million related to reduced deferred franchise taxes, and $3.5 million
related to cumulative Venezuela deferred tax benefits.
(5) Includes a benefit of $15 million primarily associated with the refiling of certain Canadian tax
returns and the sale of certain international assets and subsidiaries.
ITEM 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Information required by this item is incorporated by reference
from pages 4 through 12 of the Form 8-K filed on February 28, 2002.
17
Information Regarding Forward-Looking Statements
This Annual Report on Form 10-K includes forward-looking
statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. All
statements other than statements of historical facts, including, among
others, statements regarding EOG's future financial position, business
strategy, budgets, reserve information, projected levels of
production, projected costs and plans and objectives of management for
future operations, are forward-looking statements. EOG typically uses
words such as "expect," "anticipate," "estimate," "strategy,"
"intend," "plan," "target" and "believe" or the negative of those
terms or other variations of them or by comparable terminology to
identify its forward-looking statements. In particular, statements,
express or implied, concerning future operating results, the ability
to increase reserves, or the ability to generate income or cash flows
are forward-looking statements. Forward-looking statements are not
guarantees of performance. Although EOG believes its expectations
reflected in forward-looking statements are based on reasonable
assumptions, no assurance can be given that these expectations will be
achieved. Important factors that could cause actual results to differ
materially from the expectations reflected in the forward-looking
statements include, among others: the timing and extent of changes in
commodity prices for crude oil, natural gas and related products and
interest rates; the extent and effect of any hedging activities
engaged in by EOG; the extent of EOG's success in discovering,
developing, marketing and producing reserves and in acquiring oil and
gas properties; the accuracy of reserve estimates, which by their
nature involve the exercise of professional judgment and may therefore
be imprecise; political developments around the world, including
terrorist activities and responses to such activities; and financial
market conditions. In light of these risks, uncertainties and
assumptions, the events anticipated by EOG's forward-looking
statements might not occur. EOG undertakes no obligations to update
or revise its forward-looking statements, whether as a result of new
information, future events or otherwise.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
EOG's exposure to interest rate risk and commodity price risk is
discussed respectively in the Financing and Outlook sections of the
"Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Capital Resources and Liquidity," which is
incorporated by reference from pages 6 through 10 of the Form 8-K
filed on February 28, 2002. EOG's exposure to foreign currency
exchange rate risks and other market risks is insignificant.
ITEM 8. Financial Statements and Supplementary Data
Information required by this item is incorporated by reference from
portions of the Form 8-K filed on February 28, 2002 as indicated:
Cross Reference to Applicable Sections
of Form 8-K filed on February 28, 2002 Page
-----------------------------------------------------------------------
Report of Independent Public Accountants........................ 14
Consolidated Financial Statements............................... 15
Notes to Consolidated Financial Statements...................... 19
Supplemental Information to Consolidated Financial Statements... 36
Unaudited Quarterly Financial Information....................... 44
ITEM 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
The required information has been previously reported in Item 4
of EOG's Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 1, 2002.
PART III
ITEM 10. Directors and Executive Officers of the Registrant
The information required by this Item regarding directors is
incorporated by reference from the Proxy Statement to be filed within
120 days after December 31, 2001, under the caption entitled "Election
of Directors."
See list of "Current Executive Officers of the Registrant" in
Part I located elsewhere herein.
18
ITEM 11. Executive Compensation
The information required by this Item is incorporated by
reference from the Proxy Statement to be filed within 120 days after
December 31, 2001, under the caption "Compensation of Directors and
Executive Officers."
ITEM 12. Security Ownership of Certain Beneficial Owners and
Management
The information required by this Item is incorporated by
reference from the Proxy Statement to be filed within 120 days after
December 31, 2001, under the captions "Election of Directors" and
"Compensation of Directors and Executive Officers."
ITEM 13. Certain Relationships and Related Transactions
The information required by this Item is incorporated by
reference from the Proxy Statement to be filed within 120 days after
December 31, 2001, under the caption "Certain Transactions."
PART IV
ITEM 14. Financial Statements and Financial Statement Schedule,
Exhibits and Reports on Form 8-K
(a)(1) Financial Statements and Supplemental Data
Cross Reference to Applicable Sections
of Form 8-K filed on February 28, 2002 Page
---------------------------------------------------------------------
Consolidated Financial Statements............................... 15
Notes to Consolidated Financial Statements...................... 19
Supplemental Information to Consolidated Financial Statements... 36
Unaudited Quarterly Financial Information....................... 44
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To EOG Resources, Inc.:
We have audited in accordance with auditing standards
generally accepted in the United States the financial statements
included in EOG Resources, Inc.'s Current Report on Form 8-K
dated February 27, 2002, incorporated by reference in this Form
10-K, and have issued our report thereon dated February 21, 2002.
Our audit was made for the purpose of forming an opinion on those
statements taken as a whole. The schedule included in this item
is the responsibility of the Company's management and is
presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic financial
statements and, in our opinion, fairly states in all material
respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Houston, Texas
February 21, 2002
19
(a)(2) Financial Statement Schedule
Schedule II
EOG RESOURCES, INC.
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
For the Years Ended December 31, 2001, 2000 and 1999
(In Thousands)
- -----------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
- -----------------------------------------------------------------------------------------------------
Additions Deductions for
Balance at Charged to Purpose for Balance at
Beginning of Costs and Which Reserves End of
Description Year Expenses Were Created Year
- -----------------------------------------------------------------------------------------------------
2001
Reserves deducted from assets
to which they apply--
Revaluation of Accounts Receivable....... $ 1,558 $19,211 $ 655 $20,114
======= ======= ======= =======
2000
Reserves deducted from assets
to which they apply--
Revaluation of Accounts Receivable....... $ 1,060 $ 500 $ 2 $ 1,558
======= ======= ======= =======
1999
Reserves deducted from assets
to which they apply--
Revaluation of Accounts Receivable....... $11,375 $ 1,972 $12,287 $ 1,060
======= ======= ======= =======
Other financial statement schedules have been omitted because they are inapplicable
or the information required therein is included elsewhere in the consolidated financial
statements or notes thereto.
(a)(3) Exhibits
See pages 20 through 24 for a listing of the exhibits.
(b) Reports on Form 8-K
Current Report on Form 8-K filed on October 3, 2001 to report a new
10 million share repurchase authorization of its common stock in Item
5 - Other Events; and to provide estimate for the third and fourth
quarters and full year 2001 in Item 9 - Regulation FD Disclosure.
Current Report on Form 8-K filed on December 14, 2001 to report an
amendment to EOG's Rights Agreement dated as of February 14, 2000
between EOG and First Chicago Trust Company of New York in Item 5 -
Other Events; to present as an exhibit the said amendment in Item 7 -
Financial Statements, Pro Forma Financial Information and Exhibits;
and to provide estimate for the fourth quarter and full year 2001 in
Item 9 - Regulation FD Disclosure.
20
EXHIBITS
Exhibits not incorporated herein by reference to a prior filing
are designated by an asterisk (*) and are filed herewith; all exhibits
not so designated are incorporated herein by reference to EOG's
Form S-1 Registration Statement, Registration No. 33-30678, filed on
August 24, 1989 ("Form S-1"), or as otherwise indicated.
Exhibit
Number Description
- ------- -------------
3.1(a) -- Restated Certificate of Incorporation (Exhibit 3.1 to
Form S-1).
3.1(b) -- Certificate of Amendment of Restated Certificate of
Incorporation (Exhibit 4.1(b) to Form S-8 Registration
Statement No. 33-52201, filed February 8, 1994).
3.1(c) -- Certificate of Amendment of Restated Certificate of
Incorporation (Exhibit 4.1(c) to Form S-8 Registration
Statement No. 33-58103, filed March 15, 1995).
3.1(d) -- Certificate of Amendment of Restated Certificate of
Incorporation, dated June 11, 1996 (Exhibit 3(d) to
Form S-3 Registration Statement No. 333-09919, filed
August 9, 1996).
3.1(e) -- Certificate of Amendment of Restated Certificate of
Incorporation, dated May 7, 1997 (Exhibit 3(e) to Form S-3
Registration Statement No. 333-44785, filed January 23,
1998).
3.1(f) -- Certificate of Ownership and Merger, dated August 26,
1999 (Exhibit 3.1(f) to EOG's Annual Report on Form 10-K
for the year ended December 31, 1999).
3.1(g) -- Certificate of Designations of Series E Junior
Participating Preferred Stock, dated February 14, 2000
(Exhibit 2 to Form 8-A Registration Statement, filed
February 18, 2000).
3.1(h) -- Certificate of Designation, Preferences and Rights of
Fixed Rate Cumulative Perpetual Senior Preferred Stock,
Series B, dated July 19, 2000 (Exhibit 3.1(h) to EOG's
Registration Statement on Form S-3 Registration Statement
No. 333-46858, filed September 28, 2000).
3.1(i) -- Certificate of Designation, Preferences and Rights of
the Flexible Money Market Cumulative Preferred Stock,
Series D, dated July 25, 2000 (Exhibit 3.1(i) to EOG's
Registration Statement on Form S-3 Registration Statement
No. 333-46858, filed September 28, 2000).
3.1(j) -- Certificate of Elimination of the Fixed Rate
Cumulative Perpetual Senior Preferred Stock, Series A,
dated September 15, 2000 (Exhibit 3.1(j) to EOG's
Registration Statement on Form S-3 Registration Statement
No. 333-46858, filed September 28, 2000).
3.1(k) -- Certificate of Elimination of the Flexible Money
Market Cumulative Preferred Stock, Series C, dated
September 15, 2000 (Exhibit 3.1(k) to EOG's Registration
Statement on Form S-3 Registration Statement No. 333-46858,
filed September 28, 2000).
3.2 -- By-laws, dated August 23, 1989, as amended and
restated effective as of May 8, 2001. (Exhibit 3.1 to EOG's
Quarterly Report on Form 10-Q for the three months ended
March 31, 2001).
4.1(a) -- Specimen of Certificate evidencing the Common Stock
(Exhibit 3.3 to EOG's Annual Report on Form 10-K for the
year ended December 31, 1999).
4.1(b) -- Specimen of Certificate Evidencing Fixed Rate
Cumulative Perpetual Senior Preferred Stock, Series B
(Exhibit 4.3(g) to EOG's Registration Statement on Form S-4
Registration Statement No. 333-36056, filed June 7, 2000).
21
Exhibit
Number Description
- ------- -------------
4.1(c) -- Specimen of Certificate Evidencing Flexible Money
Market Cumulative Preferred Stock, Series D (Exhibit 4.3(g)
to EOG's Registration Statement on Form S-4 Registration
Statement No. 333-36416, filed June 12, 2000).
4.2 -- Rights Agreement, dated as of February 14, 2000,
between EOG and First Chicago Trust Company of New York,
which includes the form of Rights Certificate as Exhibit B
and the Summary of Rights to Purchase Preferred Shares as
Exhibit C (Exhibit 1 to EOG's Registration Statement on
Form 8-A, filed February 18, 2000).
4.3 -- Form of Rights Certificate (Exhibit 3 to EOG's
Registration Statement on Form 8-A, filed February 18,
2000).
4.4 -- Indenture dated as of September 1, 1991, between EOG
and Chase Bank of Texas National Association (formerly,
Texas Commerce Bank National Association) (Exhibit 4(a) to
EOG's Registration Statement on Form S-3 Registration
Statement No. 33-42640, filed September 6, 1991).
4.5 -- Indenture dated as of _________, 2000, between EOG and
The Bank of New York (Exhibit 4.6 to EOG's Registration
Statement on Form S-3 Registration Statement No. 333-46858,
filed September 28, 2000).
4.6 -- Amendment, dated as of December 13, 2001, to the
Rights Agreement, dated as of February 14, 2000, between
EOG and First Chicago Trust Company of New York, as rights
agent (Exhibit 2 to Amendment No. 1 to EOG's Registration
Statement on Form 8-A/A filed December 14, 2001).
4.7 -- Letter dated December 13, 2001, from First Chicago
Trust Company of New York to EOG resigning as rights agent
effective January 12, 2002 (Exhibit 3 to Amendment No. 2 to
EOG's Registration Statement on Form 8-A/A filed February
7, 2002).
4.8 -- Amendment, dated as of December 20, 2001, to the
Rights Agreement, dated as of February 14, 2000, between
EOG and First Chicago Trust Company of New York, as rights
agent (Exhibit 4 to Amendment No. 2 to EOG's Registration
Statement on Form 8-A/A filed February 7, 2002).
4.9 -- Letter dated December 20, 2001, from EOG Resources,
Inc. to EquiServe Trust Company, N.A. appointing EquiServe
Trust Company, N.A. as successor rights agent (Exhibit 5 to
Amendment No. 2 to EOG's Registration Statement on Form 8-
A/A filed February 7, 2002).
10.1(a) -- Amended and Restated 1994 Stock Plan (Exhibit 4.3 to
Form S-8 Registration Statement No. 33-58103, filed
March 15, 1995).
10.1(b) -- Amendment to Amended and Restated 1994 Stock Plan,
dated effective as of December 12, 1995 (Exhibit 4.3(a) to
EOG's Annual Report on Form 10-K for the year ended
December 31, 1995).
10.1(c) -- Amendment to Amended and Restated 1994 Stock Plan,
dated effective as of December 10, 1996 (Exhibit 4.3(a) to
Form S-8 Registration Statement No. 333-20841, filed
January 31, 1997).
10.1(d) -- Third Amendment to Amended and Restated 1994 Stock
Plan, dated effective as of December 9, 1997 (Exhibit
4.3(d) to EOG's Annual Report on Form 10-K for the year
ended December 31, 1997).
10.1(e) -- Fourth Amendment to Amended and Restated 1994 Stock
Plan, dated effective as of May 5, 1998 (Exhibit 4.3(e) to
EOG's Annual Report on Form 10-K for the year ended
December 31, 1998).
10.1(f) -- Fifth Amendment to Amended and Restated 1994 Stock
Plan, dated effective as of December 8, 1998 (Exhibit
4.3(f) to EOG's Annual Report on Form 10-K for the year
ended December 31, 1998).
*10.1(g) -- Sixth Amendment to Amended and Restated 1994 Stock
Plan, dated effective as of May 8, 2001.
22
Exhibit
Number Description
- ------- -------------
10.2(a) -- Stock Restriction and Registration Agreement dated as
of August 23, 1989 (Exhibit 10.2 to Form S-1).
10.2(b) -- Amendment to Stock Restriction and Registration
Agreement, dated December 9, 1997, between EOG and Enron
Corp. (Exhibit 10.2(b) to EOG's Annual Report on Form 10-K
for the year ended December 31, 1997).
10.3 -- Tax Allocation Agreement, entered into effective as of
the Deconsolidation Date, between Enron Corp., EOG, and the
subsidiaries of EOG listed therein as additional parties
(Exhibit 10.3 to EOG's Annual Report on Form 10-K for the
year ended December 31, 1998).
10.4(a) -- Share Exchange Agreement, dated as of July 19, 1999,
between Enron Corp. and EOG (Exhibit 2 to Form S-3
Registration Statement No. 333-83533, filed July 23, 1999).
10.4(b) -- Letter Amendment, dated July 30, 1999, to Share
Exchange Agreement, between Enron Corp. and EOG
(Exhibit 2.2 to EOG's Current Report on Form 8-K, filed
August 31, 1999).
10.4(c) -- Letter Amendment, dated August 10, 1999, to Share
Exchange Agreement, between Enron Corp. and EOG
(Exhibit 2.3 to EOG's Current Report on Form 8-K, filed
August 31, 1999).
10.4(d) -- Consent Agreement between EOG, Enron Corp., Enron
Finance Partners, LLC, Enron Intermediate Holdings, LLC,
Enron Asset Holdings, LLC and Aeneas, LLC, dated November
28, 2000.
10.5(a) -- 1993 Nonemployee Directors Stock Option Plan
(Exhibit 10.14 to EOG's Annual Report on Form 10-K for the
year ended December 31, 1992).
10.5(b) -- First Amendment to 1993 Nonemployee Directors Stock
Option Plan (Exhibit 10.14(b) to EOG's Annual Report on
Form 10-K for the year ended December 31, 1996).
*10.5(c) -- Second Amendment to 1993 Nonemployee Directors Stock
Option Plan, dated effective as of May 8, 2001.
10.6 -- ISDA Master Agreement, dated as of November 1, 1993,
between EOG and Enron Risk Management Services Corp., and
Confirmation Nos. 1268.0, 1286.0, 1291.0, 1292.0, 1304.0,
1305.0, 1321.0, 1335.0, 1338.0, 1370.0, 1471.0, 1485.0,
1486.0, 1494.0, 1495.0, 1509.0, 1514.0, 1533.01, 1569.0,
1986.0, 2217.0, 2227.0, 2278.0, 2299.0, 2372.0, 2647.0
(Exhibit 10.18 to EOG's Annual Report on Form 10-K for the
year ended December 31, 1993).
10.7(a) -- 1992 Stock Plan (As Amended and Restated Effective
June 28, 1999) (Exhibit A to EOG's Proxy Statement, dated
June 4, 1999, with respect to EOG's Annual Meeting of
Shareholders).
*10.7(b) -- First Amendment to 1992 Stock Plan (As Amended and
Restated Effective June 28, 1999), dated effective as of
May 8, 2001.
10.8 -- Equity Participation and Business Opportunity
Agreement, dated December 9, 1997, between EOG and Enron
Corp. (Exhibit 10 to Form S-3 Registration Statement
No. 333-44785, filed January 23, 1998).
10.9(a) -- 1996 Deferral Plan (Exhibit 10.63(a) to EOG's Annual
Report on Form 10-K for the year ended December 31, 1997).
10.9(b) -- First Amendment to 1996 Deferral Plan, dated effective
as of December 9, 1997 (Exhibit 10.63(b) to EOG's Annual
Report on Form 10-K for the year ended December 31, 1997).
10.9(c) -- Second Amendment to 1996 Deferral Plan, dated
effective as of December 8, 1998 (Exhibit 10.63(c) to EOG's
Annual Report on Form 10-K for the year ended December 31,
1998).
23
Exhibit
Number Description
- ------- -------------
10.9(d) -- 1996 Deferral Plan, as amended and restated effective
May 8, 2001 (Exhibit 4.4 to Form S-8 Registration Statement
No. 333-84014, filed March 8, 2002).
10.10(a) -- Executive Employment Agreement between EOG and Mark G.
Papa, effective as of November 1, 1997 (Exhibit 10.64 to
EOG's Annual Report on Form 10-K for the year ended
December 31, 1997).
10.10(b) -- First Amendment to Executive Employment Agreement
between EOG and Mark G. Papa, effective as of February 1,
1999 (Exhibit 10.64(b) to EOG's Annual Report on Form 10-K
for the year ended December 31, 1998).
10.10(c) -- Second Amendment to Executive Agreement between EOG
and Mark G. Papa, effective as of June 28, 1999 (Exhibit
10.64(c) to EOG's Annual Report on Form 10-K for the year
ended December 31, 1999).
*10.10(d) --Third Amendment to Executive Employment Agreement between
EOG and Mark G. Papa, entered into on June 20, 2001, and
made effective as of June 1, 2001.
*10.10(e) --Change of Control Agreement between EOG and Mark G. Papa,
effective as of June 20, 2001.
10.11(a) -- Executive Employment Agreement between EOG and
Edmund P. Segner, III, effective as of September 1, 1998
(Exhibit 10.65(a) to EOG's Annual Report on Form 10-K for
the year ended December 31, 1998).
10.11(b) -- First Amendment to Executive Employment Agreement
between EOG and Edmund P. Segner, III, effective as of
February 1, 1999 (Exhibit 10.65(b) to EOG's Annual Report
on Form 10-K for the year ended December 31, 1998).
10.11(c) -- Second Amendment to Executive Employment Agreement
between EOG and Edmund P. Segner, III, effective as of
June 28, 1999 (Exhibit 10.65(c) to EOG's Annual Report on
Form 10-K for the year ended December 31, 1999).
*10.11(d) -- Third Amendment to Executive Employment Agreement
between EOG and Edmund P. Segner, III, entered into on June
22, 2001, and made effective as of June 1, 2001.
*10.11(e) -- Change of Control Agreement between EOG and Edmund P.
Segner, III, effective as of June 22, 2001.
10.12(a) -- Executive Employment Agreement between EOG and Barry
Hunsaker, Jr., effective as of September 1, 1998 (Exhibit
10.66(a) to EOG's Annual Report on Form 10-K for the year
ended December 31, 1999).
10.12(b) -- First Amendment to Executive Employment Agreement
between EOG and Barry Hunsaker, Jr., effective as of
December 21, 1998 (Exhibit 10.66(b) to EOG's Annual Report
on Form 10-K for the year ended December 31, 1999).
10.12(c) -- Second Amendment to Executive Employment Agreement
between EOG and Barry Hunsaker, Jr., effective as of
February 1, 1999 (Exhibit 10.66(c) to EOG's Annual Report
on Form 10-K for the year ended December 31, 1999).
*10.12(d) -- Third Amendment to Executive Employment Agreement
between EOG and Barry Hunsaker, Jr., entered into on June
29, 2001, and made effective as of June 1, 2001.
*10.12(e) -- Change of Control Agreement between EOG and Barry
Hunsaker, Jr., effective as of June 29, 2001.
10.13(a) -- Executive Employment Agreement between EOG and Loren M
Leiker, effective as of March 1, 1998 (Exhibit 10.67(a) to
EOG's Annual Report on Form 10-K for the year ended
December 31, 1999).
24
Exhibit
Number Description
- ------- -------------
10.13(b) -- First Amendment to Executive Employment Agreement
between EOG and Loren M. Leiker, effective as of
February 1, 1999 (Exhibit 10.67(b) to EOG's Annual Report
on Form 10-K for the year ended December 31, 1999).
*10.13(c) -- Second Amendment to Executive Employment Agreement
between EOG and Loren M. Leiker, entered into on July 1,
2001, and made effective as of June 1, 2001.
*10.13(d) -- Change of Control Agreement between EOG and Loren M.
Leiker, effective as of July 1, 2001.
10.14(a) -- Executive Employment Agreement between EOG and Gary L.
Thomas, effective as of September 1, 1998 (Exhibit 10.68(a)
to EOG's Annual Report on Form 10-K for the year ended
December 31, 1999).
10.14(b) -- First Amendment to Executive Employment Agreement
between EOG and Gary L. Thomas, effective as of February 1,
1999 (Exhibit 10.68(b) to EOG's Annual Report on Form 10-K
for the year ended December 31, 1999).
*10.14(c) -- Second Amendment to Executive Employment Agreement
between EOG and Gary L. Thomas, entered into on July 1,
2001, and made effective as of June 1, 2001.
*10.14(d) -- Change of Control Agreement between EOG and Gary L.
Thomas, effective as of July 1, 2001.
*10.15 -- Change of Control Severance Plan, (as Amended and
Restated Effective May 8, 2001).
10.16 -- Employee Stock Purchase Plan (Exhibit 4.4 to Form S-8
Registration Statement No. 333-62256, filed June 4, 2001).
10.17 -- Savings Plan (Exhibit 4.4 to Form S-8 Registration
Statement No. 333-63184, filed June 15, 2001.
10.18 -- Executive Officer Annual Bonus Plan (Exhibit C to
EOG's Proxy Statement, dated March 30, 2001, with respect
to EOG's Annual Meeting of Shareholders).
*12 -- Computation of Ratio of Earnings to Fixed Charges and
Combined Fixed Charges and Preferred Dividends.
16.1 -- Letter regarding change in certifying accountant
(Exhibit 16.1 to EOG's Current Report on Form 8-K, filed
March 1, 2002).
*21 -- List of subsidiaries.
*23.1 -- Consent of DeGolyer and MacNaughton.
23.2 -- Opinion of DeGolyer and MacNaughton dated January 25,
2002 (Exhibit 23.2 to EOG's Current Report on Form 8-K,
filed on February 28, 2002).
*23.3 -- Consent of Arthur Andersen LLP.
*24 -- Powers of Attorney.
*99 -- Current Report on Form 8-K, filed on February 28,
2002.
25
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on the 20th day of March, 2002.
EOG RESOURCES, INC.
(Registrant)
By /s/TIMOTHY K. DRIGGERS
---------------------------
(Timothy K. Driggers)
Vice President Accounting
and Land Administration
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on behalf
of registrant and in the capacities with EOG Resources, Inc. indicated
and on the 20th day of March, 2002.
Signature Title
----------- ---------
/s/ MARK G. PAPA Chairman and Chief Executive Officer and
-------------------------- Director (Principal Executive Officer)
(Mark G. Papa)
/s/ TIMOTHY K. DRIGGERS Vice President Accounting
-------------------------- and Land Administration
(Timothy K. Driggers) (Principal Accounting Officer)
/s/ DAVID R. LOONEY Vice President Finance
-------------------------- (Principal Financial Officer)
(David R. Looney
*EDMUND P. SEGNER, III President and Chief of Staff and Director
---------------------------
(Edmund P. Segner, III)
*GEORGE A. ALCORN Director
---------------------------
(George A. Alcorn)
*EDWARD RANDALL, III Director
---------------------------
(Edward Randall, III)
*DONALD F. TEXTOR Director
---------------------------
(Donald F. Textor)
*FRANK G. WISNER Director
---------------------------
(Frank G. Wisner)
*By /s/ PATRICIA L. EDWARDS
----------------------------
(Patricia L. Edwards)
(Attorney-in-fact for persons indicated)
26
Exhibit
Number Description
- ------- -------------
3.1(a) -- Restated Certificate of Incorporation (Exhibit 3.1 to
Form S-1).
3.1(b) -- Certificate of Amendment of Restated Certificate of
Incorporation (Exhibit 4.1(b) to Form S-8 Registration
Statement No. 33-52201, filed February 8, 1994).
3.1(c) -- Certificate of Amendment of Restated Certificate of
Incorporation (Exhibit 4.1(c) to Form S-8 Registration
Statement No. 33-58103, filed March 15, 1995).
3.1(d) -- Certificate of Amendment of Restated Certificate of
Incorporation, dated June 11, 1996 (Exhibit 3(d) to
Form S-3 Registration Statement No. 333-09919, filed
August 9, 1996).
3.1(e) -- Certificate of Amendment of Restated Certificate of
Incorporation, dated May 7, 1997 (Exhibit 3(e) to Form S-3
Registration Statement No. 333-44785, filed January 23,
1998).
3.1(f) -- Certificate of Ownership and Merger, dated August 26,
1999 (Exhibit 3.1(f) to EOG's Annual Report on Form 10-K
for the year ended December 31, 1999).
3.1(g) -- Certificate of Designations of Series E Junior
Participating Preferred Stock, dated February 14, 2000
(Exhibit 2 to Form 8-A Registration Statement, filed
February 18, 2000).
3.1(h) -- Certificate of Designation, Preferences and Rights of
Fixed Rate Cumulative Perpetual Senior Preferred Stock,
Series B, dated July 19, 2000 (Exhibit 3.1(h) to EOG's
Registration Statement on Form S-3 Registration Statement
No. 333-46858, filed September 28, 2000).
3.1(i) -- Certificate of Designation, Preferences and Rights of
the Flexible Money Market Cumulative Preferred Stock,
Series D, dated July 25, 2000 (Exhibit 3.1(i) to EOG's
Registration Statement on Form S-3 Registration Statement
No. 333-46858, filed September 28, 2000).
3.1(j) -- Certificate of Elimination of the Fixed Rate
Cumulative Perpetual Senior Preferred Stock, Series A,
dated September 15, 2000 (Exhibit 3.1(j) to EOG's
Registration Statement on Form S-3 Registration Statement
No. 333-46858, filed September 28, 2000).
3.1(k) -- Certificate of Elimination of the Flexible Money
Market Cumulative Preferred Stock, Series C, dated
September 15, 2000 (Exhibit 3.1(k) to EOG's Registration
Statement on Form S-3 Registration Statement No. 333-
46858, filed September 28, 2000).
3.2 -- By-laws, dated August 23, 1989, as amended and
restated effective as of May 8, 2001. (Exhibit 3.1 to
EOG's Quarterly Report on Form 10-Q for the three months
ended March 31, 2001).
4.1(a) -- Specimen of Certificate evidencing the Common Stock
(Exhibit 3.3 to EOG's Annual Report on Form 10-K for the
year ended December 31, 1999).
4.1(b) -- Specimen of Certificate Evidencing Fixed Rate
Cumulative Perpetual Senior Preferred Stock, Series B
(Exhibit 4.3(g) to EOG's Registration Statement on Form S-
4 Registration Statement No. 333-36056, filed June 7,
2000).
4.1(c) -- Specimen of Certificate Evidencing Flexible Money
Market Cumulative Preferred Stock, Series D (Exhibit
4.3(g) to EOG's Registration Statement on Form S-4
Registration Statement No. 333-36416, filed June 12,
2000).
27
Exhibit
Number Description
- ------- -------------
4.2 -- Rights Agreement, dated as of February 14, 2000,
between EOG and First Chicago Trust Company of New York,
which includes the form of Rights Certificate as Exhibit B
and the Summary of Rights to Purchase Preferred Shares as
Exhibit C (Exhibit 1 to EOG's Registration Statement on
Form 8-A, filed February 18, 2000).
4.3 -- Form of Rights Certificate (Exhibit 3 to EOG's
Registration Statement on Form 8-A, filed February 18,
2000).
4.4 -- Indenture dated as of September 1, 1991, between EOG
and Chase Bank of Texas National Association (formerly,
Texas Commerce Bank National Association) (Exhibit 4(a) to
EOG's Registration Statement on Form S-3 Registration
Statement No. 33-42640, filed September 6, 1991).
4.5 -- Indenture dated as of _________, 2000, between EOG
and The Bank of New York (Exhibit 4.6 to EOG's
Registration Statement on Form S-3 Registration Statement
No. 333-46858, filed September 28, 2000).
4.6 -- Amendment, dated as of December 13, 2001, to the
Rights Agreement, dated as of February 14, 2000, between
EOG and First Chicago Trust Company of New York, as rights
agent (Exhibit 2 to Amendment No. 1 to EOG's Registration
Statement on Form 8-A/A filed December 14, 2001).
4.7 -- Letter dated December 13, 2001, from First Chicago
Trust Company of New York to EOG resigning as rights agent
effective January 12, 2002 (Exhibit 3 to Amendment No. 2
to EOG's Registration Statement on Form 8-A/A filed
February 7, 2002).
4.8 -- Amendment, dated as of December 20, 2001, to the
Rights Agreement, dated as of February 14, 2000, between
EOG and First Chicago Trust Company of New York, as rights
agent (Exhibit 4 to Amendment No. 2 to EOG's Registration
Statement on Form 8-A/A filed February 7, 2002).
4.9 -- Letter dated December 20, 2001, from EOG Resources,
Inc. to EquiServe Trust Company, N.A. appointing EquiServe
Trust Company, N.A. as successor rights agent (Exhibit 5
to Amendment No. 2 to EOG's Registration Statement on Form
8-A/A filed February 7, 2002).
10.1(a) -- Amended and Restated 1994 Stock Plan (Exhibit 4.3 to
Form S-8 Registration Statement No. 33-58103, filed
March 15, 1995).
10.1(b) -- Amendment to Amended and Restated 1994 Stock Plan,
dated effective as of December 12, 1995 (Exhibit 4.3(a) to
EOG's Annual Report on Form 10-K for the year ended
December 31, 1995).
10.1(c) -- Amendment to Amended and Restated 1994 Stock Plan,
dated effective as of December 10, 1996 (Exhibit 4.3(a) to
Form S-8 Registration Statement No. 333-20841, filed
January 31, 1997).
10.1(d) -- Third Amendment to Amended and Restated 1994 Stock
Plan, dated effective as of December 9, 1997 (Exhibit
4.3(d) to EOG's Annual Report on Form 10-K for the year
ended December 31, 1997).
10.1(e) -- Fourth Amendment to Amended and Restated 1994 Stock
Plan, dated effective as of May 5, 1998 (Exhibit 4.3(e) to
EOG's Annual Report on Form 10-K for the year ended
December 31, 1998).
10.1(f) -- Fifth Amendment to Amended and Restated 1994 Stock
Plan, dated effective as of December 8, 1998 (Exhibit
4.3(f) to EOG's Annual Report on Form 10-K for the year
ended December 31, 1998).
*10.1(g) -- Sixth Amendment to Amended and Restated 1994 Stock
Plan, dated effective as of May 8, 2001.
28
Exhibit
Number Description
- ------- -------------
10.2(a) -- Stock Restriction and Registration Agreement dated as
of August 23, 1989 (Exhibit 10.2 to Form S-1).
10.2(b) -- Amendment to Stock Restriction and Registration
Agreement, dated December 9, 1997, between EOG and Enron
Corp. (Exhibit 10.2(b) to EOG's Annual Report on Form 10-K
for the year ended December 31, 1997).
10.3 -- Tax Allocation Agreement, entered into effective as
of the Deconsolidation Date, between Enron Corp., EOG, and
the subsidiaries of EOG listed therein as additional
parties (Exhibit 10.3 to EOG's Annual Report on Form 10-K
for the year ended December 31, 1998).
10.4(a) -- Share Exchange Agreement, dated as of July 19, 1999,
between Enron Corp. and EOG (Exhibit 2 to Form S-3
Registration Statement No. 333-83533, filed July 23,
1999).
10.4(b) -- Letter Amendment, dated July 30, 1999, to Share
Exchange Agreement, between Enron Corp. and EOG
(Exhibit 2.2 to EOG's Current Report on Form 8-K, filed
August 31, 1999).
10.4(c) -- Letter Amendment, dated August 10, 1999, to Share
Exchange Agreement, between Enron Corp. and EOG
(Exhibit 2.3 to EOG's Current Report on Form 8-K, filed
August 31, 1999).
10.4(d) -- Consent Agreement between EOG, Enron Corp., Enron
Finance Partners, LLC, Enron Intermediate Holdings, LLC,
Enron Asset Holdings, LLC and Aeneas, LLC, dated November
28, 2000.
10.5(a) -- 1993 Nonemployee Directors Stock Option Plan
(Exhibit 10.14 to EOG's Annual Report on Form 10-K for the
year ended December 31, 1992).
10.5(b) -- First Amendment to 1993 Nonemployee Directors Stock
Option Plan (Exhibit 10.14(b) to EOG's Annual Report on
Form 10-K for the year ended December 31, 1996).
*10.5(c) -- Second Amendment to 1993 Nonemployee Directors Stock
Option Plan, dated effective as of May 8, 2001.
10.6 -- ISDA Master Agreement, dated as of November 1, 1993,
between EOG and Enron Risk Management Services Corp., and
Confirmation Nos. 1268.0, 1286.0, 1291.0, 1292.0, 1304.0,
1305.0, 1321.0, 1335.0, 1338.0, 1370.0, 1471.0, 1485.0,
1486.0, 1494.0, 1495.0, 1509.0, 1514.0, 1533.01, 1569.0,
1986.0, 2217.0, 2227.0, 2278.0, 2299.0, 2372.0, 2647.0
(Exhibit 10.18 to EOG's Annual Report on Form 10-K for the
year ended December 31, 1993).
10.7(a) -- 1992 Stock Plan (As Amended and Restated Effective
June 28, 1999) (Exhibit A to EOG's Proxy Statement, dated
June 4, 1999, with respect to EOG's Annual Meeting of
Shareholders).
*10.7(b) -- First Amendment to 1992 Stock Plan (As Amended and
Restated Effective June 28, 1999) dated effective as of
May 8, 2001.
10.8 -- Equity Participation and Business Opportunity
Agreement, dated December 9, 1997, between EOG and Enron
Corp. (Exhibit 10 to Form S-3 Registration Statement
No. 333-44785, filed January 23, 1998).
10.9(a) -- 1996 Deferral Plan (Exhibit 10.63(a) to EOG's Annual
Report on Form 10-K for the year ended December 31, 1997).
10.9(b) -- First Amendment to 1996 Deferral Plan, dated
effective as of December 9, 1997 (Exhibit 10.63(b) to
EOG's Annual Report on Form 10-K for the year ended
December 31, 1997).
10.9(c) -- Second Amendment to 1996 Deferral Plan, dated
effective as of December 8, 1998 (Exhibit 10.63(c) to
EOG's Annual Report on Form 10-K for the year ended
December 31, 1998).
29
Exhibit
Number Description
- ------- -------------
10.9(d) -- 1996 Deferral Plan, as amended and restated effective
May 8, 2001 (Exhibit 4.4 to Form S-8 Registration
Statement No. 333-84014, filed March 8, 2002).
10.10(a) -- Executive Employment Agreement between EOG and
Mark G. Papa, effective as of November 1, 1997
(Exhibit 10.64 to EOG's Annual Report on Form 10-K for the
year ended December 31, 1997).
10.10(b) -- First Amendment to Executive Employment Agreement
between EOG and Mark G. Papa, effective as of February 1,
1999 (Exhibit 10.64(b) to EOG's Annual Report on Form 10-K
for the year ended December 31, 1998).
10.10(c) -- Second Amendment to Executive Agreement between EOG
and Mark G. Papa, effective as of June 28, 1999 (Exhibit
10.64(c) to EOG's Annual Report on Form 10-K for the year
ended December 31, 1999).
*10.10(d) --Third Amendment to Executive Employment Agreement
between EOG and Mark G. Papa, entered into on June 20,
2001, and made effective as of June 1, 2001.
*10.10(e) --Change of Control Agreement between EOG and Mark G.
Papa, effective as of June 20, 2001.
10.11(a) -- Executive Employment Agreement between EOG and
Edmund P. Segner, III, effective as of September 1, 1998
(Exhibit 10.65(a) to EOG's Annual Report on Form 10-K for
the year ended December 31, 1998).
10.11(b) -- First Amendment to Executive Employment Agreement
between EOG and Edmund P. Segner, III, effective as of
February 1, 1999 (Exhibit 10.65(b) to EOG's Annual Report
on Form 10-K for the year ended December 31, 1998).
10.11(c) -- Second Amendment to Executive Employment Agreement
between EOG and Edmund P. Segner, III, effective as of
June 28, 1999 (Exhibit 10.65(c) to EOG's Annual Report on
Form 10-K for the year ended December 31, 1999).
*10.11(d) -- Third Amendment to Executive Employment Agreement
between EOG and Edmund P. Segner, III, entered into on
June 22, 2001, and made effective as of June 1, 2001.
*10.11(e) -- Change of Control Agreement between EOG and Edmund P.
Segner, III, effective as of June 22, 2001.
10.12(a) -- Executive Employment Agreement between EOG and Barry
Hunsaker, Jr., effective as of September 1, 1998 (Exhibit
10.66(a) to EOG's Annual Report on Form 10-K for the year
ended December 31, 1999).
10.12(b) -- First Amendment to Executive Employment Agreement
between EOG and Barry Hunsaker, Jr., effective as of
December 21, 1998 (Exhibit 10.66(b) to EOG's Annual Report
on Form 10-K for the year ended December 31, 1999).
10.12(c) -- Second Amendment to Executive Employment Agreement
between EOG and Barry Hunsaker, Jr., effective as of
February 1, 1999 (Exhibit 10.66(c) to EOG's Annual Report
on Form 10-K for the year ended December 31, 1999).
*10.12(d) -- Third Amendment to Executive Employment Agreement
between EOG and Barry Hunsaker, Jr., entered into on June
29, 2001, and made effective as of June 1, 2001.
*10.12(e) -- Change of Control Agreement between EOG and Barry
Hunsaker, Jr., effective as of June 29, 2001.
10.13(a) -- Executive Employment Agreement between EOG and Loren
M. Leiker, effective as of March 1, 1998 (Exhibit 10.67(a)
to EOG's Annual Report on Form 10-K for the year ended
December 31, 1999).
30
Exhibit
Number Description
- ------- -------------
10.13(b) -- First Amendment to Executive Employment Agreement
between EOG and Loren M. Leiker, effective as of
February 1, 1999 (Exhibit 10.67(b) to EOG's Annual Report
on Form 10-K for the year ended December 31, 1999).
*10.13(c) -- Second Amendment to Executive Employment Agreement
between EOG and Loren M. Leiker, entered into on July 1,
2001, and made effective as of June 1, 2001.
*10.13(d) -- Change of Control Agreement between EOG and Loren M.
Leiker, effective as of July 1, 2001.
10.14(a) -- Executive Employment Agreement between EOG and
Gary L. Thomas, effective as of September 1, 1998 (Exhibit
10.68(a) to EOG's Annual Report on Form 10-K for the year
ended December 31, 1999).
10.14(b) -- First Amendment to Executive Employment Agreement
between EOG and Gary L. Thomas, effective as of
February 1, 1999 (Exhibit 10.68(b) to EOG's Annual Report
on Form 10-K for the year ended December 31, 1999).
*10.14(c) -- Second Amendment to Executive Employment Agreement
between EOG and Gary L. Thomas, entered into on July 1,
2001, and made effective as of June 1, 2001.
*10.14(d) -- Change of Control Agreement between EOG and Gary L.
Thomas, effective as of July 1, 2001.
*10.15 -- Change of Control Severance Plan, (as Amended and
Restated Effective May 8, 2001).
10.16 -- Employee Stock Purchase Plan (Exhibit 4.4 to Form S-8
Registration Statement No. 333-62256, filed June 4, 2001).
10.17 -- Savings Plan (Exhibit 4.4 to Form S-8 Registration
Statement No. 333-63184, filed June 15, 2001.
10.18 -- Executive Officer Annual Bonus Plan (Exhibit C to
EOG's Proxy Statement, dated March 30, 2001, with respect
to EOG's Annual Meeting of Shareholders).
*12 -- Computation of Ratio of Earnings to Fixed Charges and
Combined Fixed Charges and Preferred Dividends.
16.1 -- Letter regarding change in certifying accountant
(Exhibit 16.1 to EOG's Current Report on Form 8-K, filed
March 1, 2002).
*21 -- List of subsidiaries.
*23.1 -- Consent of DeGolyer and MacNaughton.
23.2 -- Opinion of DeGolyer and MacNaughton dated January 25,
2002 (Exhibit 23.2 to EOG's Current Report on Form 8-K,
filed on February 28, 2002).
*23.3 -- Consent of Arthur Andersen LLP.
*24 -- Powers of Attorney.
*99 -- Current Report on Form 8-K, filed on February 28, 2002.