11-K 1 a2052703z11-k.txt 11-K FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- ANNUAL REPORT PURSUANT TO SECTION 15(d) THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 TETRA Technologies, Inc. 401(k) Retirement Plan (Full title of the plan) -------------------- TETRA Technologies, Inc. (Name and issuer of the securities held pursuant to the plan) 25025 I-45 North The Woodlands, Texas 77380 (Address of principal executive offices) ------------------- FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES TETRA Technologies, Inc. 401(k) Retirement Plan Year ended December 31, 2000 TETRA Technologies, Inc. 401(k) Retirement Plan Financial Statements and Supplemental Schedules Year ended December 31, 2000 CONTENTS Report of Independent Auditors.........................................1 Audited Financial Statements Statements of Net Assets Available for Benefits........................3 Statement of Changes in Net Assets Available for Benefits..............4 Notes to Financial Statements..........................................5 Supplemental Schedules Schedule H, Line 4(i) - Schedule of Assets (Held At End of Year)......10 Schedule H, Line 4(j) - Schedule of Reportable Transactions...........11 Report of Independent Auditors Participants and Administrator of the TETRA Technologies, Inc. 401(k) Retirement Plan We have audited the accompanying statements of net assets available for benefits of the TETRA Technologies, Inc. 401(k) Retirement Plan as of December 31, 2000 and 1999, and the related statement of changes in net assets available for benefits for the year ended December 31, 2000. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2000 and 1999, and the changes in its net assets available for benefits for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2000, and reportable transactions for the year then ended, are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. 1 The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. The information presented in the schedule of assets (held at end of year) and schedule of reportable transactions does not disclose the historical cost of nonparticipant directed assets and nonparticipant directed sales transactions. Disclosure of this information is required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. /s/ Ernst & Young LLP Houston, Texas May 21, 2001 2 TETRA Technologies, Inc. 401(k) Retirement Plan Statements of Net Assets Available for Benefits

DECEMBER 31 2000 1999 ----------------------------- ASSETS Cash $ 13,484 $ 271,777 Receivables: Employer contributions 80,673 79,019 Participant contributions 211,802 213,483 Accrued income 68,984 1,910 Other receivables 5,724 17,857 Pending trades 13,916 -- ---------------------------- Total receivables 381,099 312,269 Investments 16,836,904 14,971,671 ---------------------------- Total assets 17,231,487 15,555,717 LIABILITIES Excess contributions refund payable 21,753 -- ---------------------------- Net assets available for benefits $17,209,734 $15,555,717 ============================

SEE ACCOMPANYING NOTES. 3 TETRA Technologies, Inc. 401(k) Retirement Plan Statement of Changes in Net Assets Available for Benefits Year ended December 31, 2000 Additions: Employer contributions $ 911,850 Participant contributions 2,409,094 Rollover contributions 179,098 Interest and dividends 800,050 Net appreciation in fair value of investments 1,338,062 ----------- Total additions 5,638,154 Deductions: Benefits paid to participants 3,940,278 Administrative expense 43,859 ----------- Total deductions 3,984,137 ----------- Net increase 1,654,017 Net assets available for benefits: Beginning of year 15,555,717 ----------- End of year $17,209,734 =========== SEE ACCOMPANYING NOTES. 4 TETRA Technologies, Inc. 401(k) Retirement Plan Notes to Financial Statements December 31, 2000 1. DESCRIPTION OF PLAN The following description of the TETRA Technologies, Inc. 401(k) Retirement Plan (the "Plan") is provided for general information only. Participants should refer to the SUMMARY PLAN DESCRIPTION for a more complete description of the Plan's provisions, a copy of which is available from TETRA Technologies, Inc. (the "Company" or "Plan Administrator"). GENERAL The Plan, which became effective January 1, 1990, is a profit sharing plan as defined by Section 401 of the Internal Revenue Code ("IRC") and contains a provision for salary reduction contributions under Section 401(k) of the IRC. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). ELIGIBILITY All employees of the Company and its subsidiaries who have reached the age of 18 are eligible to join the Plan on the first January 1 or July 1 following their date of hire. CONTRIBUTIONS Participants may elect to contribute from 1% to 22% of their gross compensation to the Plan. Contributions for each participant are limited in any calendar year to an amount as determined by IRC regulations. The Company matches monthly, 50% of each participant's contributions up to 6% of compensation. The Company may also, at the discretion of the Board of Directors, make a profit sharing contribution to the Plan at the end of each fiscal year. Such Company contribution will be allocated to Plan participants in the same ratio that each participant's compensation, as defined in the Plan agreement, bears to the total compensation of all participants. All Company contributions are directed to the Tetra Stock Fund. VESTING Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company contribution portion of their accounts plus actual earnings thereon is based on years of continuous service. A participant is 100% vested after five years of credited service. 5 TETRA Technologies, Inc. 401(k) Retirement Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF PLAN (CONTINUED) BENEFIT PAYMENTS Upon a participant's death, his/her entire account balance is payable to the named beneficiary. When eligible, benefits are payable in any of several forms. Under the Plan, amounts which are forfeited due to termination of employment reduce the employer's future contributions. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. PARTICIPANT LOANS Participants may borrow from their fund accounts a minimum of $1,000, up to a maximum equal to the lesser of $50,000 or 50% of their vested account balances. Loan terms range from 1 to 5 years, or up to 15 years for the purchase of a primary residence. The loans are secured by the balances in the participants' accounts and bear interest at rates commensurate with local prevailing rates as determined quarterly. Principal and interest are paid ratably through payroll deductions. 2. SUMMARY OF ACCOUNTING POLICIES BASIS OF ACCOUNTING The accompanying financial statements of the Plan have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States. Benefit payments to participants are recorded upon distribution. ADMINISTRATIVE EXPENSES Certain administrative expenses are paid by the Company. 6 TETRA Technologies, Inc. 401(k) Retirement Plan Notes to Financial Statements (continued) 2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED) USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes and schedules. Actual results could differ from those estimates. INVESTMENT VALUATION The fair value of the mutual funds is based on quoted market prices on the last business day of the Plan year. The fair value of the Chicago Trust Stated Principal Value Investment Trust for Employee Benefit Plans is valued by the Chicago Trust Company based on the value of the underlying investment contracts. Participant loans are stated at cost, which approximates fair value. 3. INVESTMENTS Individual investments that represent 5% or more of the Plan's net assets are as follows:

DECEMBER 31 2000 1999 ------------------------ TETRA Technologies, Inc. common stock $5,977,203* $2,537,805* Chicago Trust Stated Principal Value Investment Trust for Employee Benefit Plans 1,312,963 1,093,875 Flag Investors Equity Partners Fund 1,924,024 2,898,008 Alleghany/Montag & Caldwell Growth Fund 2,889,758 3,893,867 MFS Emerging Growth Fund 1,767,758 2,853,635

During 2000, the Plan's investments (including investments bought, sold, and held during the year) appreciated in value as follows: Collective trust fund $ 381,245 Mutual funds (1,964,347) Common stock 2,921,164 ----------- $ 1,338,062 =========== * Includes both participant and nonparticipant directed 7 TETRA Technologies, Inc. 401(k) Retirement Plan Notes to Financial Statements (continued) 4. NONPARTICIPANT DIRECTED INVESTMENTS The Tetra Stock Fund includes both participant and nonparticipant directed amounts which cannot be separately determined. Therefore, for purposes of this disclosure, the Tetra Stock Fund is deemed nonparticipant directed. Information about the net assets and the significant components of the changes in net assets relating to the Tetra Stock Fund is as follows:

DECEMBER 31 2000 1999 -------------------------- Cash $ 18,485 $ 269,512 TETRA Technologies, Inc. common stock 5,977,203 2,537,805 Employer contribution receivable 80,673 79,019 Accrued income 134 840 -------------------------- $6,076,495 $2,887,176 ========================== YEAR ENDED DECEMBER 31 2000 ----------- Changes in net assets: Employer contributions $ 911,850 Participant contributions 257,372 Interest 5,103 Net appreciation in fair value of investments 2,921,164 Benefits paid to participants (695,608) Interfund transfers (210,562) ----------- $ 3,189,319 ===========

5. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated June 8, 1995, stating that the Plan is qualified under Section 401(a) of the IRC and, therefore, the related trust is exempt from taxation. Subsequent to receiving the determination letter, the Plan was amended. Once qualified, the Plan is required to 8 TETRA Technologies, Inc. 401(k) Retirement Plan Notes to Financial Statements (continued) 5. INCOME TAX STATUS (CONTINUED) operate in conformity with the IRC to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt. 6. SUBSEQUENT EVENT Effective January 1, 2001, the Plan was amended for the purpose of instituting an automatic enrollment provision, and to allow participation as of the first day of any calendar quarter following two months of service. 9 Supplemental Schedules TETRA Technologies, Inc. 401(k) Retirement Plan Schedule H, Line 4(i) - Schedule of Assets (Held At End of Year) EIN: 74-2148293 PN: 001 December 31, 2000

IDENTITY OF ISSUE, BORROWER, CURRENT LESSOR, OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE ----------------------------------------------------------------------------------------------------------- * Chicago Trust Stated Principal Value Investment Trust for Employee Benefit Plans ** $ 1,312,963 PIMCO Total Return Fund ** 301,155 * Alleghany/Montag & Caldwell Balanced Fund ** 261,578 Flag Investors Equity Partners Fund ** 1,924,024 * Alleghany/Montag & Caldwell Growth Fund ** 2,889,758 MFS Emerging Growth Fund ** 1,767,758 Franklin Small Cap Growth Fund ** 676,621 American Funds Euro-Pacific International Fund ** 674,346 * TETRA Technologies, Inc. TETRA Technologies, Inc. common stock (A) 5,977,203 * Participant loans Loans with various maturities and interest rates ranging from 9% to 10% per annum ** 1,051,498 ------------- $ 16,836,904 =============

* Party-in-interest ** Participant directed amounts are not required to be disclosed. (A) Cost not available 10 TETRA Technologies, Inc. 401(k) Retirement Plan Schedule H, Line 4(j) - Schedule of Reportable Transactions EIN: 74-2148293 PN: 001 Year ended December 31, 2000

CURRENT VALUE OF ASSET ON NET IDENTITY OF PURCHASE SELLING COST OF TRANSACTION GAIN OR PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE ASSET DATE (LOSS) ------------------------------------------------------------------------------------------------------------------------------------ CATEGORY (III) - SERIES OF NONPARTICIPANT AND PARTICIPANT DIRECTED TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS AT THE BEGINNING OF THE PLAN YEAR FOR COMMON STOCK. TETRA Technologies, Inc. TETRA Technologies Inc. Common Stock Purchases $ 2,091,866 $ - $ 2,091,866 $ 2,091,866 $ - Sales - 1,824,658 (A) 1,824,658 (A)

Note: Includes both participant and nonparticipant directed transactions since trustee does not segregate these transactions. (A) Cost and net gain or loss is not available 11