FORM 10-Q |
Delaware | 47-0684736 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Title of each class | Number of shares | |
Common Stock, par value $0.01 per share | 550,276,521 (as of April 28, 2016) |
PART I. | FINANCIAL INFORMATION | Page No. | |
ITEM 1. | Financial Statements (Unaudited) | ||
ITEM 2. | |||
ITEM 3. | |||
ITEM 4. | |||
PART II. | OTHER INFORMATION | ||
ITEM 1. | |||
ITEM 2. | |||
ITEM 4. | |||
ITEM 6. | |||
Three Months Ended March 31, | |||||||
2016 | 2015 | ||||||
Net Operating Revenues | |||||||
Crude Oil and Condensate | $ | 753,711 | $ | 1,260,244 | |||
Natural Gas Liquids | 75,319 | 111,990 | |||||
Natural Gas | 165,503 | 287,782 | |||||
Gains on Mark-to-Market Commodity Derivative Contracts | 5,435 | 76,208 | |||||
Gathering, Processing and Marketing | 333,953 | 570,270 | |||||
Gains on Asset Dispositions, Net | 9,147 | 1,607 | |||||
Other, Net | 11,281 | 10,437 | |||||
Total | 1,354,349 | 2,318,538 | |||||
Operating Expenses | |||||||
Lease and Well | 240,865 | 361,481 | |||||
Transportation Costs | 190,454 | 228,312 | |||||
Gathering and Processing Costs | 28,524 | 36,009 | |||||
Exploration Costs | 29,829 | 39,449 | |||||
Dry Hole Costs | 246 | 14,670 | |||||
Impairments | 71,617 | 69,436 | |||||
Marketing Costs | 340,854 | 638,662 | |||||
Depreciation, Depletion and Amortization | 928,891 | 912,788 | |||||
General and Administrative | 100,531 | 84,297 | |||||
Taxes Other Than Income | 60,679 | 106,429 | |||||
Total | 1,992,490 | 2,491,533 | |||||
Operating Loss | (638,141 | ) | (172,995 | ) | |||
Other Expense, Net | (4,437 | ) | (9,991 | ) | |||
Loss Before Interest Expense and Income Taxes | (642,578 | ) | (182,986 | ) | |||
Interest Expense, Net | 68,390 | 53,345 | |||||
Loss Before Income Taxes | (710,968 | ) | (236,331 | ) | |||
Income Tax Benefit | (239,192 | ) | (66,583 | ) | |||
Net Loss | $ | (471,776 | ) | $ | (169,748 | ) | |
Net Loss Per Share | |||||||
Basic | $ | (0.86 | ) | $ | (0.31 | ) | |
Diluted | $ | (0.86 | ) | $ | (0.31 | ) | |
Dividends Declared per Common Share | $ | 0.1675 | $ | 0.1675 | |||
Average Number of Common Shares | |||||||
Basic | 546,715 | 544,998 | |||||
Diluted | 546,715 | 544,998 | |||||
Comprehensive Income (Loss) | |||||||
Net Loss | $ | (471,776 | ) | $ | (169,748 | ) | |
Other Comprehensive Income (Loss) | |||||||
Foreign Currency Translation Adjustments | 2,185 | (13,167 | ) | ||||
Other, Net of Tax | 22 | (211 | ) | ||||
Other Comprehensive Income (Loss) | 2,207 | (13,378 | ) | ||||
Comprehensive Loss | $ | (469,569 | ) | $ | (183,126 | ) |
March 31, 2016 | December 31, 2015 | ||||||
ASSETS | |||||||
Current Assets | |||||||
Cash and Cash Equivalents | $ | 668,481 | $ | 718,506 | |||
Accounts Receivable, Net | 780,625 | 930,610 | |||||
Inventories | 538,926 | 598,935 | |||||
Assets from Price Risk Management Activities | 4,070 | — | |||||
Income Taxes Receivable | 39,045 | 40,704 | |||||
Deferred Income Taxes | 177,057 | 147,812 | |||||
Other | 157,608 | 155,677 | |||||
Total | 2,365,812 | 2,592,244 | |||||
Property, Plant and Equipment | |||||||
Oil and Gas Properties (Successful Efforts Method) | 51,159,332 | 50,613,241 | |||||
Other Property, Plant and Equipment | 4,004,310 | 3,986,610 | |||||
Total Property, Plant and Equipment | 55,163,642 | 54,599,851 | |||||
Less: Accumulated Depreciation, Depletion and Amortization | (31,362,209 | ) | (30,389,130 | ) | |||
Total Property, Plant and Equipment, Net | 23,801,433 | 24,210,721 | |||||
Other Assets | 171,178 | 167,505 | |||||
Total Assets | $ | 26,338,423 | $ | 26,970,470 | |||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
Current Liabilities | |||||||
Accounts Payable | $ | 1,182,025 | $ | 1,471,953 | |||
Accrued Taxes Payable | 93,077 | 93,618 | |||||
Dividends Payable | 91,569 | 91,546 | |||||
Current Portion of Long-Term Debt | 6,579 | 6,579 | |||||
Other | 174,722 | 155,591 | |||||
Total | 1,547,972 | 1,819,287 | |||||
Long-Term Debt | 6,979,029 | 6,648,911 | |||||
Other Liabilities | 985,713 | 971,335 | |||||
Deferred Income Taxes | 4,420,221 | 4,587,902 | |||||
Commitments and Contingencies (Note 8) | |||||||
Stockholders' Equity | |||||||
Common Stock, $0.01 Par, 640,000,000 Shares Authorized and 550,576,063 Shares Issued at March 31, 2016 and 550,150,823 Shares Issued at December 31, 2015 | 205,506 | 205,502 | |||||
Additional Paid in Capital | 2,951,861 | 2,923,461 | |||||
Accumulated Other Comprehensive Loss | (31,131 | ) | (33,338 | ) | |||
Retained Earnings | 9,308,463 | 9,870,816 | |||||
Common Stock Held in Treasury, 383,609 Shares at March 31, 2016 and 292,179 Shares at December 31, 2015 | (29,211 | ) | (23,406 | ) | |||
Total Stockholders' Equity | 12,405,488 | 12,943,035 | |||||
Total Liabilities and Stockholders' Equity | $ | 26,338,423 | $ | 26,970,470 |
Three Months Ended March 31, | |||||||
2016 | 2015 | ||||||
Cash Flows from Operating Activities | |||||||
Reconciliation of Net Loss to Net Cash Provided by Operating Activities: | |||||||
Net Loss | $ | (471,776 | ) | $ | (169,748 | ) | |
Items Not Requiring (Providing) Cash | |||||||
Depreciation, Depletion and Amortization | 928,891 | 912,788 | |||||
Impairments | 71,617 | 69,436 | |||||
Stock-Based Compensation Expenses | 32,380 | 33,052 | |||||
Deferred Income Taxes | (196,696 | ) | (97,241 | ) | |||
Gains on Asset Dispositions, Net | (9,147 | ) | (1,607 | ) | |||
Other, Net | 5,442 | 12,469 | |||||
Dry Hole Costs | 246 | 14,670 | |||||
Mark-to-Market Commodity Derivative Contracts | |||||||
Total Gains | (5,435 | ) | (76,208 | ) | |||
Net Cash Received from Settlements of Commodity Derivative Contracts | 17,687 | 367,707 | |||||
Excess Tax Benefits from Stock-Based Compensation | — | (8,858 | ) | ||||
Other, Net | 1,407 | 1,616 | |||||
Changes in Components of Working Capital and Other Assets and Liabilities | |||||||
Accounts Receivable | 132,398 | 353,100 | |||||
Inventories | 57,578 | (62,172 | ) | ||||
Accounts Payable | (289,627 | ) | (677,875 | ) | |||
Accrued Taxes Payable | 2,460 | 2,105 | |||||
Other Assets | 3,946 | 59,176 | |||||
Other Liabilities | 7,992 | (31,855 | ) | ||||
Changes in Components of Working Capital Associated with Investing and Financing Activities | 2,228 | 259,992 | |||||
Net Cash Provided by Operating Activities | 291,591 | 960,547 | |||||
Investing Cash Flows | |||||||
Additions to Oil and Gas Properties | (547,399 | ) | (1,428,733 | ) | |||
Additions to Other Property, Plant and Equipment | (25,792 | ) | (116,866 | ) | |||
Proceeds from Sales of Assets | 6,667 | 1,118 | |||||
Changes in Components of Working Capital Associated with Investing Activities | (2,228 | ) | (259,741 | ) | |||
Net Cash Used in Investing Activities | (568,752 | ) | (1,804,222 | ) | |||
Financing Cash Flows | |||||||
Net Commercial Paper Repayments | (259,718 | ) | — | ||||
Long-Term Debt Borrowings | 991,097 | 990,225 | |||||
Long-Term Debt Repayments | (400,000 | ) | — | ||||
Dividends Paid | (92,170 | ) | (91,661 | ) | |||
Excess Tax Benefits from Stock-Based Compensation | — | 8,858 | |||||
Treasury Stock Purchased | (12,672 | ) | (15,459 | ) | |||
Proceeds from Stock Options Exercised | 2,688 | 3,984 | |||||
Debt Issuance Costs | (1,592 | ) | (1,603 | ) | |||
Repayment of Capital Lease Obligation | (1,569 | ) | (1,521 | ) | |||
Other, Net | — | (251 | ) | ||||
Net Cash Provided by Financing Activities | 226,064 | 892,572 | |||||
Effect of Exchange Rate Changes on Cash | 1,072 | (8,691 | ) | ||||
(Decrease) Increase in Cash and Cash Equivalents | (50,025 | ) | 40,206 | ||||
Cash and Cash Equivalents at Beginning of Period | 718,506 | 2,087,213 | |||||
Cash and Cash Equivalents at End of Period | $ | 668,481 | $ | 2,127,419 |
Three Months Ended March 31, | |||||||
2016 | 2015 | ||||||
Lease and Well | $ | 10.4 | $ | 12.1 | |||
Gathering and Processing Costs | 0.3 | 0.3 | |||||
Exploration Costs | 6.5 | 7.4 | |||||
General and Administrative | 15.2 | 13.3 | |||||
Total | $ | 32.4 | $ | 33.1 |
Stock Options/SARs | ESPP | ||||||||||||||
Three Months Ended March 31, | Three Months Ended March 31, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Weighted Average Fair Value of Grants | $ | 20.87 | $ | 30.35 | $ | 17.56 | $ | 23.39 | |||||||
Expected Volatility | 36.45 | % | 40.01 | % | 36.79 | % | 37.47 | % | |||||||
Risk-Free Interest Rate | 1.03 | % | 0.82 | % | 0.49 | % | 0.11 | % | |||||||
Dividend Yield | 0.86 | % | 0.73 | % | 0.82 | % | 0.72 | % | |||||||
Expected Life | 5.3 years | 5.3 years | 0.5 years | 0.5 years |
Three Months Ended March 31, 2016 | Three Months Ended March 31, 2015 | ||||||||||||
Number of Stock Options/SARs | Weighted Average Grant Price | Number of Stock Options/SARs | Weighted Average Grant Price | ||||||||||
Outstanding at January 1 | 10,744 | $ | 67.98 | 10,493 | $ | 64.96 | |||||||
Granted | 5 | 69.03 | 30 | 91.85 | |||||||||
Exercised (1) | (258 | ) | 43.44 | (459 | ) | 47.25 | |||||||
Forfeited | (60 | ) | 85.65 | (96 | ) | 77.96 | |||||||
Outstanding at March 31 (2) | 10,431 | $ | 68.48 | 9,968 | $ | 65.73 | |||||||
Vested or Expected to Vest (3) | 10,060 | $ | 68.04 | 9,586 | $ | 65.09 | |||||||
Exercisable at March 31 (4) | 5,770 | $ | 58.68 | 4,882 | $ | 49.85 |
(1) | The total intrinsic value of stock options/SARs exercised for the three months ended March 31, 2016 and 2015 was $7.3 million and $20.1 million, respectively. The intrinsic value is based upon the difference between the market price of EOG's common stock on the date of exercise and the grant price of the stock options/SARs. |
(2) | The total intrinsic value of stock options/SARs outstanding at March 31, 2016 and 2015 was $122.1 million and $279.5 million, respectively. At March 31, 2016 and 2015, the weighted average remaining contractual life was 3.9 years and 4.2 years, respectively. |
(3) | The total intrinsic value of stock options/SARs vested or expected to vest at March 31, 2016 and 2015 was $121.1 million and $274.1 million, respectively. At March 31, 2016 and 2015, the weighted average remaining contractual life was 3.9 years and 4.1 years, respectively. |
(4) | The total intrinsic value of stock options/SARs exercisable at March 31, 2016 and 2015 was $108.7 million and $204.5 million, respectively. At March 31, 2016 and 2015, the weighted average remaining contractual life was 2.7 years and 2.8 years, respectively. |
Three Months Ended March 31, 2016 | Three Months Ended March 31, 2015 | ||||||||||||
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 | 4,908 | $ | 70.35 | 5,394 | $ | 64.39 | |||||||
Granted | 284 | 75.26 | 438 | 87.93 | |||||||||
Released (1) | (353 | ) | 53.88 | (365 | ) | 51.22 | |||||||
Forfeited | (39 | ) | 75.35 | (44 | ) | 76.19 | |||||||
Outstanding at March 31 (2) | 4,800 | $ | 71.81 | 5,423 | $ | 67.08 |
(1) | The total intrinsic value of restricted stock and restricted stock units released for the three months ended March 31, 2016 and 2015 was $24.7 million and $32.8 million, respectively. The intrinsic value is based upon the closing price of EOG's common stock on the date the restricted stock and restricted stock units are released. |
(2) | The total intrinsic value of restricted stock and restricted stock units outstanding at March 31, 2016 and 2015 was $348.4 million and $497.3 million, respectively. |
Three Months Ended March 31, | |||||||
2016 | 2015 | ||||||
Numerator for Basic and Diluted Earnings Per Share - | |||||||
Net Loss | $ | (471,776 | ) | $ | (169,748 | ) | |
Denominator for Basic Earnings Per Share - | |||||||
Weighted Average Shares | 546,715 | 544,998 | |||||
Potential Dilutive Common Shares - | |||||||
Stock Options/SARs | — | — | |||||
Restricted Stock/Units and Performance Units/Stock | — | — | |||||
Denominator for Diluted Earnings Per Share - | |||||||
Adjusted Diluted Weighted Average Shares | 546,715 | 544,998 | |||||
Net Loss Per Share | |||||||
Basic | $ | (0.86 | ) | $ | (0.31 | ) | |
Diluted | $ | (0.86 | ) | $ | (0.31 | ) |
Three Months Ended March 31, | |||||||
2016 | 2015 | ||||||
Interest (1) | $ | 52,189 | $ | 56,124 | |||
Income Taxes, Net of Refunds Received | $ | (48,412 | ) | $ | 12,787 |
(1) | Net of capitalized interest of $9 million and $12 million for the three months ended March 31, 2016 and 2015, respectively. |
Three Months Ended March 31, | |||||||
2016 | 2015 | ||||||
Net Operating Revenues | |||||||
United States | $ | 1,279,667 | $ | 2,212,582 | |||
Trinidad | 62,795 | 96,562 | |||||
Other International (1) | 11,887 | 9,394 | |||||
Total | $ | 1,354,349 | $ | 2,318,538 | |||
Operating Income (Loss) | |||||||
United States | $ | (624,984 | ) | $ | (181,856 | ) | |
Trinidad | 8,880 | 46,980 | |||||
Other International (1) | (22,037 | ) | (38,119 | ) | |||
Total | (638,141 | ) | (172,995 | ) | |||
Reconciling Items | |||||||
Other Expense, Net | (4,437 | ) | (9,991 | ) | |||
Interest Expense, Net | (68,390 | ) | (53,345 | ) | |||
Loss Before Income Taxes | $ | (710,968 | ) | $ | (236,331 | ) |
At March 31, 2016 | At December 31, 2015 | ||||||
Total Assets | |||||||
United States | $ | 24,872,856 | $ | 25,347,134 | |||
Trinidad | 887,742 | 886,826 | |||||
Other International (1) | 577,825 | 736,510 | |||||
Total | $ | 26,338,423 | $ | 26,970,470 |
Three Months Ended March 31, | |||||||
2016 | 2015 | ||||||
Carrying Amount at Beginning of Period | $ | 811,554 | $ | 752,718 | |||
Liabilities Incurred | 9,289 | 11,281 | |||||
Liabilities Settled (1) | (3,143 | ) | (6,816 | ) | |||
Accretion | 8,202 | 7,840 | |||||
Revisions | (252 | ) | 2,880 | ||||
Foreign Currency Translations | (1,390 | ) | (4,949 | ) | |||
Carrying Amount at End of Period | $ | 824,260 | $ | 762,954 | |||
Current Portion | $ | 7,963 | $ | 9,280 | |||
Noncurrent Portion | $ | 816,297 | $ | 753,674 |
(1) | Includes settlements related to asset sales. |
Three Months Ended March 31, 2016 | ||||
Balance at January 1 | $ | 8,955 | ||
Additions Pending the Determination of Proved Reserves | 725 | |||
Reclassifications to Proved Properties | — | |||
Costs Charged to Expense | — | |||
Balance at March 31 | $ | 9,680 |
Fair Value Measurements Using: | |||||||||||||||
Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | ||||||||||||
At March 31, 2016 | |||||||||||||||
Financial Assets | |||||||||||||||
Natural Gas Price Swaps | $ | — | $ | 4 | $ | — | $ | 4 |
Natural Gas Derivative Contracts | ||||||
Volume (MMBtud) | Weighted Average Price ($/MMBtu) | |||||
2016 | ||||||
March 1, 2016 through April 30, 2016 (closed) | 60,000 | $ | 2.49 | |||
May 1, 2016 through August 31, 2016 | 60,000 | 2.49 |
Fair Value at | ||||||||||
Description | Location on Balance Sheet | March 31, 2016 | December 31, 2015 | |||||||
Asset Derivatives | ||||||||||
Natural gas derivative contracts - | ||||||||||
Current portion | Assets from Price Risk Management Activities | $ | 4 | $ | — |
Three Months Ended March 31, | ||||||||
2016 | 2015 | |||||||
Crude Oil and Condensate Volumes (MBbld) (1) | ||||||||
United States | 265.8 | 298.6 | ||||||
Trinidad | 0.7 | 1.0 | ||||||
Other International (2) | 1.4 | 0.1 | ||||||
Total | 267.9 | 299.7 | ||||||
Average Crude Oil and Condensate Prices ($/Bbl) (3) | ||||||||
United States | $ | 30.87 | $ | 46.71 | ||||
Trinidad | 22.78 | 39.78 | ||||||
Other International (2) | 32.33 | 43.06 | ||||||
Composite | 30.85 | 46.68 | ||||||
Natural Gas Liquids Volumes (MBbld) (1) | ||||||||
United States | 79.4 | 77.4 | ||||||
Other International (2) | — | 0.1 | ||||||
Total | 79.4 | 77.5 | ||||||
Average Natural Gas Liquids Prices ($/Bbl) (3) | ||||||||
United States | $ | 10.41 | $ | 16.10 | ||||
Other International (2) | — | 2.46 | ||||||
Composite | 10.41 | 16.08 | ||||||
Natural Gas Volumes (MMcfd) (1) | ||||||||
United States | 829 | 905 | ||||||
Trinidad | 361 | 337 | ||||||
Other International (2) | 25 | 31 | ||||||
Total | 1,215 | 1,273 | ||||||
Average Natural Gas Prices ($/Mcf) (3) | ||||||||
United States | $ | 1.27 | $ | 2.27 | ||||
Trinidad | 1.88 | 3.09 | ||||||
Other International (2) | 3.63 | 3.28 | ||||||
Composite | 1.50 | 2.51 | ||||||
Crude Oil Equivalent Volumes (MBoed) (4) | ||||||||
United States | 483.6 | 527.1 | ||||||
Trinidad | 60.8 | 57.1 | ||||||
Other International (2) | 5.5 | 5.3 | ||||||
Total | 549.9 | 589.5 | ||||||
Total MMBoe (4) | 50.0 | 53.1 |
(1) | Thousand barrels per day or million cubic feet per day, as applicable. |
(2) | Other International includes EOG's United Kingdom, China, Canada and Argentina operations. |
(3) | Dollars per barrel or per thousand cubic feet, as applicable. Excludes the impact of financial commodity derivative instruments (see Note 12 to the Consolidated Financial Statements). |
(4) | Thousand barrels of oil equivalent per day or million barrels of oil equivalent, as applicable; includes crude oil and condensate, NGLs and natural gas. Crude oil equivalent volumes are determined using a ratio of 1.0 barrel of crude oil and condensate or NGLs to 6.0 thousand cubic feet of natural gas. MMBoe is calculated by multiplying the MBoed amount by the number of days in the period and then dividing that amount by one thousand. |
Three Months Ended March 31, | |||||||
2016 | 2015 | ||||||
Lease and Well | $ | 4.81 | $ | 6.81 | |||
Transportation Costs | 3.80 | 4.30 | |||||
Depreciation, Depletion and Amortization (DD&A) - | |||||||
Oil and Gas Properties | 17.99 | 16.62 | |||||
Other Property, Plant and Equipment | 0.55 | 0.59 | |||||
General and Administrative (G&A) | 2.01 | 1.59 | |||||
Interest Expense, Net | 1.37 | 1.01 | |||||
Total (1) | $ | 30.53 | $ | 30.92 |
(1) | Total excludes gathering and processing costs, exploration costs, dry hole costs, impairments, marketing costs and taxes other than income. |
Three Months Ended March 31, | |||||||
2016 | 2015 | ||||||
Expenditure Category | |||||||
Capital | |||||||
Exploration and Development Drilling | $ | 425 | $ | 1,007 | |||
Facilities | 87 | 344 | |||||
Leasehold Acquisitions | 18 | 44 | |||||
Property Acquisitions | 9 | 7 | |||||
Capitalized Interest | 9 | 12 | |||||
Subtotal | 548 | 1,414 | |||||
Exploration Costs | 30 | 39 | |||||
Dry Hole Costs | — | 15 | |||||
Exploration and Development Expenditures | 578 | 1,468 | |||||
Asset Retirement Costs | 10 | 10 | |||||
Total Exploration and Development Expenditures | 588 | 1,478 | |||||
Other Property, Plant and Equipment | 25 | 117 | |||||
Total Expenditures | $ | 613 | $ | 1,595 |
Crude Oil Derivative Contracts | |||||||
Volume (Bbld) | Weighted Average Price ($/Bbl) | ||||||
2016 | |||||||
April 12, 2016 through April 30, 2016 (closed) | 90,000 | $ | 42.30 | ||||
May 1, 2016 through June 30, 2016 | 128,000 | 42.56 |
Natural Gas Derivative Contracts | |||||||
Volume (MMBtud) | Weighted Average Price ($/MMBtu) | ||||||
2016 | |||||||
March 1, 2016 through May 31, 2016 (closed) | 60,000 | $ | 2.49 | ||||
June 1, 2016 through August 31, 2016 | 60,000 | 2.49 |
• | the timing, extent and duration of changes in prices for, supplies of, and demand for, crude oil and condensate, natural gas liquids, natural gas and related commodities; |
• | the extent to which EOG is successful in its efforts to acquire or discover additional reserves; |
• | the extent to which EOG is successful in its efforts to economically develop its acreage in, produce reserves and achieve anticipated production levels from, and maximize reserve recovery from, its existing and future crude oil and natural gas exploration and development projects; |
• | the extent to which EOG is successful in its efforts to market its crude oil and condensate, natural gas liquids, natural gas and related commodity production; |
• | the availability, proximity and capacity of, and costs associated with, appropriate gathering, processing, compression, transportation and refining facilities; |
• | the availability, cost, terms and timing of issuance or execution of, and competition for, mineral licenses and leases and governmental and other permits and rights-of-way, and EOG’s ability to retain mineral licenses and leases; |
• | the impact of, and changes in, government policies, laws and regulations, including tax laws and regulations; environmental, health and safety laws and regulations relating to air emissions, disposal of produced water, drilling fluids and other wastes, hydraulic fracturing and access to and use of water; laws and regulations imposing conditions or restrictions on drilling and completion operations and on the transportation of crude oil and natural gas; laws and regulations with respect to derivatives and hedging activities; and laws and regulations with respect to the import and export of crude oil, natural gas and related commodities; |
• | EOG's ability to effectively integrate acquired crude oil and natural gas properties into its operations, fully identify existing and potential problems with respect to such properties and accurately estimate reserves, production and costs with respect to such properties; |
• | the extent to which EOG's third-party-operated crude oil and natural gas properties are operated successfully and economically; |
• | competition in the oil and gas exploration and production industry for the acquisition of licenses, leases and properties, employees and other personnel, facilities, equipment, materials and services; |
• | the availability and cost of employees and other personnel, facilities, equipment, materials (such as water) and services; |
• | the accuracy of reserve estimates, which by their nature involve the exercise of professional judgment and may therefore be imprecise; |
• | weather, including its impact on crude oil and natural gas demand, and weather-related delays in drilling and in the installation and operation (by EOG or third parties) of production, gathering, processing, refining, compression and transportation facilities; |
• | the ability of EOG's customers and other contractual counterparties to satisfy their obligations to EOG and, related thereto, to access the credit and capital markets to obtain financing needed to satisfy their obligations to EOG; |
• | EOG's ability to access the commercial paper market and other credit and capital markets to obtain financing on terms it deems acceptable, if at all, and to otherwise satisfy its capital expenditure requirements; |
• | the extent and effect of any hedging activities engaged in by EOG; |
• | the timing and extent of changes in foreign currency exchange rates, interest rates, inflation rates, global and domestic financial market conditions and global and domestic general economic conditions; |
• | political conditions and developments around the world (such as political instability and armed conflict), including in the areas in which EOG operates; |
• | the use of competing energy sources and the development of alternative energy sources; |
• | the extent to which EOG incurs uninsured losses and liabilities or losses and liabilities in excess of its insurance coverage; |
• | acts of war and terrorism and responses to these acts; |
• | physical, electronic and cyber security breaches; and |
• | the other factors described under ITEM 1A, Risk Factors, on pages 13 through 21 of EOG's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and any updates to those factors set forth in EOG's subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. |
Period | Total Number of Shares Purchased (1) | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares that May Yet Be Purchased Under The Plans or Programs (2) | |||||||||
January 1, 2016 - January 31, 2016 | 13,503 | $ | 64.09 | — | 6,386,200 | ||||||||
February 1, 2016 - February 29, 2016 | 63,447 | 71.77 | — | 6,386,200 | |||||||||
March 1, 2016 - March 31, 2016 | 101,552 | 71.30 | — | 6,386,200 | |||||||||
Total | 178,502 | 70.92 | — |
(1) | Represents shares that were withheld by or returned to EOG (i) in satisfaction of tax withholding obligations that arose upon the exercise of employee stock options or stock-settled stock appreciation rights or the vesting of restricted stock, restricted stock unit, performance stock or performance stock unit grants or (ii) in payment of the exercise price of employee stock options. These shares do not count against the 10 million aggregate share repurchase authorization by EOG's Board of Directors (Board) discussed below. |
(2) | In September 2001, the Board authorized the repurchase of up to 10 million shares of EOG's common stock. During the first quarter of 2016, EOG did not repurchase any shares under the Board-authorized repurchase program. |
Exhibit No. | Description | |
4.1 | - | Officers' Certificate Establishing 4.15% Senior Notes due 2026 and 5.10% Senior Notes due 2036 of EOG, dated January 14, 2016 (incorporated by reference to Exhibit 4.2 to EOG's Current Report on Form 8-K, filed January 15, 2016). |
4.2 | - | Form of Global Note with respect to the 4.15% Senior Notes due 2026 of EOG (incorporated by reference to Exhibit 4.3 to EOG's Current Report on Form 8-K, filed January 15, 2016). |
4.3 | - | Form of Global Note with respect to the 5.10% Senior Notes due 2036 of EOG (incorporated by reference to Exhibit 4.4 to EOG's Current Report on Form 8-K, filed January 15, 2016). |
* 31.1 | - | Section 302 Certification of Periodic Report of Principal Executive Officer. |
* 31.2 | - | Section 302 Certification of Periodic Report of Principal Financial Officer. |
* 32.1 | - | Section 906 Certification of Periodic Report of Principal Executive Officer. |
* 32.2 | - | Section 906 Certification of Periodic Report of Principal Financial Officer. |
* 95 | - | Mine Safety Disclosure Exhibit. |
* **101.INS | - | XBRL Instance Document. |
* **101.SCH | - | XBRL Schema Document. |
* **101.CAL | - | XBRL Calculation Linkbase Document. |
* **101.DEF | - | XBRL Definition Linkbase Document. |
* **101.LAB | - | XBRL Label Linkbase Document. |
* **101.PRE | - | XBRL Presentation Linkbase Document. |
EOG RESOURCES, INC. | |||
(Registrant) | |||
Date: | May 5, 2016 | By: | /s/ TIMOTHY K. DRIGGERS Timothy K. Driggers Executive Vice President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer) |
Exhibit No. | Description | |
4.1 | - | Officers' Certificate Establishing 4.15% Senior Notes due 2026 and 5.10% Senior Notes due 2036 of EOG, dated January 14, 2016 (incorporated by reference to Exhibit 4.2 to EOG's Current Report on Form 8-K, filed January 15, 2016). |
4.2 | - | Form of Global Note with respect to the 4.15% Senior Notes due 2026 of EOG (incorporated by reference to Exhibit 4.3 to EOG's Current Report on Form 8-K, filed January 15, 2016). |
4.3 | - | Form of Global Note with respect to the 5.10% Senior Notes due 2036 of EOG (incorporated by reference to Exhibit 4.4 to EOG's Current Report on Form 8-K, filed January 15, 2016). |
* 31.1 | - | Section 302 Certification of Periodic Report of Principal Executive Officer. |
* 31.2 | - | Section 302 Certification of Periodic Report of Principal Financial Officer. |
* 32.1 | - | Section 906 Certification of Periodic Report of Principal Executive Officer. |
* 32.2 | - | Section 906 Certification of Periodic Report of Principal Financial Officer. |
* 95 | - | Mine Safety Disclosure Exhibit. |
* **101.INS | - | XBRL Instance Document. |
* **101.SCH | - | XBRL Schema Document. |
* **101.CAL | - | XBRL Calculation Linkbase Document. |
* **101.DEF | - | XBRL Definition Linkbase Document. |
* **101.LAB | - | XBRL Label Linkbase Document. |
* **101.PRE | - | XBRL Presentation Linkbase Document. |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
(1) | The Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2016 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
(1) | The Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2016 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
• | Hood County Sand Plant - Hood County, TX (MSHA ID 41-04696); |
• | Rawhide Sand Plant - Hood County, TX (MSHA ID 41-04777); and |
• | Chippewa Falls Sand Plant - Chippewa County, WI (MSHA ID 47-03624). |
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