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Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2013

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs

Stock-based compensation expense is included on the Consolidated Statements of Income and Comprehensive Income based upon the job functions of the employees receiving the grants. Compensation expense related to EOG's stock-based compensation plans for the years ended December 31, 2013, 2012 and 2011 was as follows (in millions):

	2013		2012		2011

Lease and Well	$	35	$	35	$	33
Gathering and Processing Costs		1		1		1
Exploration Costs		27		27		26
General and Administrative		71		65		68
Total	$	134	$	128	$	128

Weighted Average Fair Values and Valuation Assumptions

Weighted average fair values and valuation assumptions used to value stock option, SAR and ESPP grants for the years ended December 31, 2013, 2012 and 2011 were as follows:

	Stock Options/SARs									ESPP
	2013			2012			2011			2013			2012			2011

Weighted Average Fair Value of Grants	$	54.70		$	37.95		$	29.92		$	30.12		$	25.11		$	22.75
Expected Volatility		35.86	%		39.68	%		40.96	%		29.89	%		40.92	%		29.82	%
Risk-Free Interest Rate		0.78	%		0.45	%		0.58	%		0.11	%		0.11	%		0.14	%
Dividend Yield		0.40	%		0.60	%		0.70	%		0.60	%		0.60	%		0.70	%
Expected Life	5.5 yrs			5.6 yrs			5.6 yrs			0.5 yrs			0.5 yrs			0.5 yrs

Weighted average fair values and valuation assumptions used to value performance unit and performance stock grants during the years ended December 31, 2013 and 2012 are as follows:

	2013			2012

Weighted Average Fair Value of Grants	$	200.68		$	134.09
Expected Volatility		33.63	%		36.39	%
Risk-Free Interest Rate		0.79	%		0.39	%

Schedule of Share Based Compensation Arrangement By Share Based Payment Award

The following table sets forth the stock option and SAR transactions for the years ended December 31, 2013, 2012 and 2011 (stock options and SARs in thousands):

	2013					2012					2011
	Number of Stock Options/ SARs			Weighted Average Grant Price		Number of Stock Options/ SARs			Weighted Average Grant Price		Number of Stock Options/ SARs			Weighted Average Grant Price

Outstanding at January 1		6,219		$	85.81		8,374		$	70.01		8,445		$	64.49
Granted		1,134			167.40		1,240			111.97		1,509			85.29
Exercised ⁽¹⁾		(2,023	)		71.23		(3,246	)		54.80		(1,399	)		50.86
Forfeited		(104	)		101.56		(149	)		91.18		(181	)		87.74
Outstanding at December 31		5,226			108.86		6,219			85.81		8,374			70.01

Stock Options/SARs Exercisable at December 31		2,319			87.90		3,143			74.98		5,148			59.19

(1)

The total intrinsic value of stock options/SARs exercised during the years 2013, 2012 and 2011 was $151 million, $185 million and $78 million, respectively. The intrinsic value is based upon the difference between the market price of the Common Stock on the date of exercise and the grant price of the stock options/SARs.

Stock Options and SARs Outstanding and Exercisable

The following table summarizes certain information for the stock options and SARs outstanding and exercisable at December 31, 2013 (stock options and SARs in thousands):

Stock Options/SARs Outstanding								Stock Options/SARs Exercisable
Range of Grant Prices	Stock Options/ SARs		Weighted Average Remaining Life (Years)		Weighted Average Grant Price		Aggregate Intrinsic Value⁽¹⁾	Stock Options/ SARs		Weighted Average Remaining Life (Years)		Weighted Average Grant Price		Aggregate Intrinsic Value⁽¹⁾

$ 26.00 to $ 81.99		764		2	$	77.08			760		2	$	77.13
82.00 to 89.99		1,380		4		84.82			765		3		85.87
90.00 to 109.99		837		4		93.39			519		4		92.87
110.00 to 136.99		1,154		6		113.22			274		5		113.65
137.00 to 178.99		1,091		7		168.77			1		1		168.86
		5,226		5		108.86	$309,422		2,319		3		87.90	$185,362

(1)	Based upon the difference between the closing market price of the Common Stock on the last trading day of the year and the grant price of in-the-money stock options and SARs.

ESPP Activity

At December 31, 2013, approximately 498,000 shares of Common Stock remained available for issuance under the ESPP. The following table summarizes ESPP activities for the years ended December 31, 2013, 2012 and 2011 (in thousands, except number of participants):

	2013		2012		2011

Approximate Number of Participants		1,844		1,705		1,525
Shares Purchased		128		164		135
Aggregate Purchase Price	$	14,015	$	12,522	$	10,947

Restricted Stock and Restricted Stock Unit Transactions

The following table sets forth the restricted stock and restricted stock unit transactions for the years ended December 31, 2013, 2012 and 2011 (shares and units in thousands):

	2013					2012					2011
	Number of Shares and Units			Weighted Average Grant Date Fair Value		Number of Shares and Units			Weighted Average Grant Date Fair Value		Number of Shares and Units			Weighted Average Grant Date Fair Value

Outstanding at January 1		3,818		$	91.06		4,240		$	82.93		4,009		$	79.13
Granted		647			152.07		767			112.17		932			90.87
Released ⁽¹⁾		(684	)		104.78		(1,059	)		72.70		(457	)		66.10
Forfeited		(102	)		97.10		(130	)		85.36		(244	)		82.45
Outstanding at December 31 ⁽²⁾		3,679			99.08		3,818			91.06		4,240			82.93

(1)

The total intrinsic value of restricted stock and restricted stock units released during the years ended December 31, 2013, 2012 and 2011 was $101 million, $120 million and $44 million, respectively. The intrinsic value is based upon the closing price of EOG's common stock on the date restricted stock and restricted stock units are released.

(2)	The aggregate intrinsic value of restricted stock and restricted stock units outstanding at December 31, 2013 and 2012 was approximately $617 million and $461 million, respectively.

Table - Performance Unit and Performance Stock Transactions

The following table sets forth performance unit and performance stock transactions for the years ended December 31, 2013 and 2012 (shares and units in thousands):

	2013				2012
	Number of Shares and Units		Weighted Average Grant Date Fair Value		Number of Shares and Units		Weighted
							Average
							Grant Date
							Fair Value

Outstanding at January 1		71	$	134.09		-	$	-
Granted		60		200.68		71		134.09
Released		-		-		-		-
Forfeited		-		-		-		-
Outstanding at December 31 ⁽¹⁾		131	$	164.36		71	$	134.09

(1)

The total intrinsic value of performance units and performance stock outstanding at December 31, 2013 and 2012 was $21.9 million and $8.6 million, respectively.

- Definition

Tabular disclosure of components of a stock option or other award plan under which equity-based compensation is awarded to employees, typically comprised of the amount of unearned compensation (deferred compensation cost), compensation expense, and changes in the quantity and fair value of the shares (or other type of equity) granted, exercised, forfeited, and issued and outstanding pertaining to that plan. Disclosure may also include nature and general terms of such arrangements that existed during the period and potential effects of those arrangements on shareholders, effect of compensation cost arising from equity-based payment arrangements on the income statement, method of estimating the fair value of the goods or services received, or the fair value of the equity instruments granted, during the period, cash flow effects resulting from equity-based payment arrangements and, for registrants that accelerate vesting of out of the money share options, reasons for the decision to accelerate.

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