UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM | |||||
(Mark One)
For the quarterly period ended September 30, 2021
or
Commission File Number: 1-9743
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
| Title of each class | Number of shares | ||||||||||
| Common Stock, par value $0.01 per share | (as of October 28, 2021) | ||||||||||
EOG RESOURCES, INC.
TABLE OF CONTENTS
| 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. | |||||||||||
-2-
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EOG RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
(In Millions, Except Per Share Data)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Operating Revenues and Other | |||||||||||||||||||||||
| Crude Oil and Condensate | $ | $ | $ | $ | |||||||||||||||||||
| Natural Gas Liquids | |||||||||||||||||||||||
| Natural Gas | |||||||||||||||||||||||
Gains (Losses) on Mark-to-Market Commodity Derivative Contracts | ( | ( | ( | ||||||||||||||||||||
Gathering, Processing and Marketing | |||||||||||||||||||||||
| Gains (Losses) on Asset Dispositions, Net | ( | ( | |||||||||||||||||||||
| Other, Net | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| Operating Expenses | |||||||||||||||||||||||
| Lease and Well | |||||||||||||||||||||||
| Transportation Costs | |||||||||||||||||||||||
| Gathering and Processing Costs | |||||||||||||||||||||||
| Exploration Costs | |||||||||||||||||||||||
| Dry Hole Costs | |||||||||||||||||||||||
| Impairments | |||||||||||||||||||||||
| Marketing Costs | |||||||||||||||||||||||
| Depreciation, Depletion and Amortization | |||||||||||||||||||||||
| General and Administrative | |||||||||||||||||||||||
| Taxes Other Than Income | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| Operating Income (Loss) | ( | ( | |||||||||||||||||||||
| Other Income, Net | |||||||||||||||||||||||
| Income (Loss) Before Interest Expense and Income Taxes | ( | ||||||||||||||||||||||
| Interest Expense, Net | |||||||||||||||||||||||
| Income (Loss) Before Income Taxes | ( | ( | |||||||||||||||||||||
| Income Tax Provision (Benefit) | ( | ( | |||||||||||||||||||||
| Net Income (Loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Net Income (Loss) Per Share | |||||||||||||||||||||||
| Basic | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Diluted | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Average Number of Common Shares | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Comprehensive Income (Loss) | |||||||||||||||||||||||
| Net Income (Loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Other Comprehensive Income (Loss) | |||||||||||||||||||||||
| Foreign Currency Translation Adjustments | ( | ( | ( | ||||||||||||||||||||
| Other, Net of Tax | |||||||||||||||||||||||
| Other Comprehensive Income (Loss) | ( | ( | ( | ||||||||||||||||||||
| Comprehensive Income (Loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
-3-
EOG RESOURCES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Millions, Except Share Data)
(Unaudited)
| September 30, 2021 | December 31, 2020 | ||||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and Cash Equivalents | $ | $ | |||||||||
| Accounts Receivable, Net | |||||||||||
| Inventories | |||||||||||
| Assets from Price Risk Management Activities | |||||||||||
| Income Taxes Receivable | |||||||||||
| Other | |||||||||||
| Total | |||||||||||
| Property, Plant and Equipment | |||||||||||
| Oil and Gas Properties (Successful Efforts Method) | |||||||||||
| Other Property, Plant and Equipment | |||||||||||
| Total Property, Plant and Equipment | |||||||||||
| Less: Accumulated Depreciation, Depletion and Amortization | ( | ( | |||||||||
| Total Property, Plant and Equipment, Net | |||||||||||
| Deferred Income Taxes | |||||||||||
| Other Assets | |||||||||||
| Total Assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Accounts Payable | $ | $ | |||||||||
| Accrued Taxes Payable | |||||||||||
| Dividends Payable | |||||||||||
| Liabilities from Price Risk Management Activities | |||||||||||
| Current Portion of Long-Term Debt | |||||||||||
| Current Portion of Operating Lease Liabilities | |||||||||||
| Other | |||||||||||
| Total | |||||||||||
| Long-Term Debt | |||||||||||
| Other Liabilities | |||||||||||
| Deferred Income Taxes | |||||||||||
| Commitments and Contingencies (Note 8) | |||||||||||
| Stockholders' Equity | |||||||||||
Common Stock, $ | |||||||||||
| Additional Paid in Capital | |||||||||||
| Accumulated Other Comprehensive Loss | ( | ( | |||||||||
| Retained Earnings | |||||||||||
Common Stock Held in Treasury, | ( | ( | |||||||||
| Total Stockholders' Equity | |||||||||||
| Total Liabilities and Stockholders' Equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
-4-
EOG RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In Millions, Except Per Share Data)
(Unaudited)
| Common Stock | Additional Paid In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Common Stock Held In Treasury | Total Stockholders' Equity | ||||||||||||||||||||||||||||||
| Balance at June 30, 2021 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Net Income | |||||||||||||||||||||||||||||||||||
Common Stock Dividends Declared, $ | ( | ( | |||||||||||||||||||||||||||||||||
| Other Comprehensive Income | |||||||||||||||||||||||||||||||||||
| Common Stock Issued Under Stock Plans | |||||||||||||||||||||||||||||||||||
Change in Treasury Stock - Stock Compensation Plans, Net | ( | ( | ( | ||||||||||||||||||||||||||||||||
Restricted Stock and Restricted Stock Units, Net | ( | ||||||||||||||||||||||||||||||||||
| Stock-Based Compensation Expenses | |||||||||||||||||||||||||||||||||||
| Treasury Stock Issued as Compensation | |||||||||||||||||||||||||||||||||||
| Balance at September 30, 2021 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Common Stock | Additional Paid In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Common Stock Held In Treasury | Total Stockholders' Equity | ||||||||||||||||||||||||||||||
| Balance at June 30, 2020 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Net Loss | ( | ( | |||||||||||||||||||||||||||||||||
Common Stock Dividends Declared, $ | ( | ( | |||||||||||||||||||||||||||||||||
| Other Comprehensive Loss | ( | ( | |||||||||||||||||||||||||||||||||
Change in Treasury Stock - Stock Compensation Plans, Net | ( | ( | |||||||||||||||||||||||||||||||||
Restricted Stock and Restricted Stock Units, Net | ( | ||||||||||||||||||||||||||||||||||
| Stock-Based Compensation Expenses | |||||||||||||||||||||||||||||||||||
| Treasury Stock Issued as Compensation | |||||||||||||||||||||||||||||||||||
| Balance at September 30, 2020 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
-5-
EOG RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In Millions, Except Per Share Data)
(Unaudited)
| Common Stock | Additional Paid In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Common Stock Held In Treasury | Total Stockholders' Equity | ||||||||||||||||||||||||||||||
| Balance at December 31, 2020 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Net Income | |||||||||||||||||||||||||||||||||||
Common Stock Dividends Declared, $ | ( | ( | |||||||||||||||||||||||||||||||||
| Other Comprehensive Loss | ( | ( | |||||||||||||||||||||||||||||||||
| Common Stock Issued Under Stock Plans | |||||||||||||||||||||||||||||||||||
Change in Treasury Stock - Stock Compensation Plans, Net | ( | ( | ( | ||||||||||||||||||||||||||||||||
Restricted Stock and Restricted Stock Units, Net | ( | ||||||||||||||||||||||||||||||||||
| Stock-Based Compensation Expenses | |||||||||||||||||||||||||||||||||||
| Treasury Stock Issued as Compensation | |||||||||||||||||||||||||||||||||||
| Balance at September 30, 2021 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Common Stock | Additional Paid In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Common Stock Held In Treasury | Total Stockholders' Equity | ||||||||||||||||||||||||||||||
| Balance at December 31, 2019 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Net Loss | ( | ( | |||||||||||||||||||||||||||||||||
Common Stock Dividends Declared, $ | ( | ( | |||||||||||||||||||||||||||||||||
| Other Comprehensive Loss | ( | ( | |||||||||||||||||||||||||||||||||
Change in Treasury Stock - Stock Compensation Plans, Net | ( | ( | |||||||||||||||||||||||||||||||||
Restricted Stock and Restricted Stock Units, Net | ( | ||||||||||||||||||||||||||||||||||
| Stock-Based Compensation Expenses | |||||||||||||||||||||||||||||||||||
| Treasury Stock Issued as Compensation | |||||||||||||||||||||||||||||||||||
| Balance at September 30, 2020 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
-6-
EOG RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions)
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2021 | 2020 | ||||||||||
| Cash Flows from Operating Activities | |||||||||||
| Reconciliation of Net Income (Loss) to Net Cash Provided by Operating Activities: | |||||||||||
| Net Income (Loss) | $ | $ | ( | ||||||||
| Items Not Requiring (Providing) Cash | |||||||||||
| Depreciation, Depletion and Amortization | |||||||||||
| Impairments | |||||||||||
| Stock-Based Compensation Expenses | |||||||||||
| Deferred Income Taxes | ( | ( | |||||||||
| (Gains) Losses on Asset Dispositions, Net | ( | ||||||||||
| Other, Net | |||||||||||
| Dry Hole Costs | |||||||||||
| Mark-to-Market Commodity Derivative Contracts | |||||||||||
| Total (Gains) Losses | ( | ||||||||||
| Net Cash Received from (Payments for) Settlements of Commodity Derivative Contracts | ( | ||||||||||
| Other, Net | ( | ||||||||||
| Changes in Components of Working Capital and Other Assets and Liabilities | |||||||||||
| Accounts Receivable | ( | ||||||||||
| Inventories | |||||||||||
| Accounts Payable | ( | ||||||||||
| Accrued Taxes Payable | |||||||||||
| Other Assets | ( | ||||||||||
| Other Liabilities | ( | ( | |||||||||
| Changes in Components of Working Capital Associated with Investing Activities | ( | ||||||||||
| Net Cash Provided by Operating Activities | |||||||||||
| Investing Cash Flows | |||||||||||
| Additions to Oil and Gas Properties | ( | ( | |||||||||
| Additions to Other Property, Plant and Equipment | ( | ( | |||||||||
| Proceeds from Sales of Assets | |||||||||||
| Changes in Components of Working Capital Associated with Investing Activities | ( | ||||||||||
| Net Cash Used in Investing Activities | ( | ( | |||||||||
| Financing Cash Flows | |||||||||||
| Long-Term Debt Borrowings | |||||||||||
| Long-Term Debt Repayments | ( | ( | |||||||||
| Dividends Paid | ( | ( | |||||||||
| Treasury Stock Purchased | ( | ( | |||||||||
| Proceeds from Stock Options Exercised and Employee Stock Purchase Plan | |||||||||||
| Debt Issuance Costs | ( | ||||||||||
| Repayment of Finance Lease Liabilities | ( | ( | |||||||||
| Net Cash Used in Financing Activities | ( | ( | |||||||||
| Effect of Exchange Rate Changes on Cash | |||||||||||
| Increase in Cash and Cash Equivalents | |||||||||||
| Cash and Cash Equivalents at Beginning of Period | |||||||||||
| Cash and Cash Equivalents at End of Period | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
-7-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Summary of Significant Accounting Policies
General. The condensed consolidated financial statements of EOG Resources, Inc., together with its subsidiaries (collectively, EOG), included herein have been prepared by management without audit pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC). Accordingly, they reflect all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the financial results for the interim periods presented. Certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations. However, management believes that the disclosures included either on the face of the financial statements or in these notes are sufficient to make the interim information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in EOG's Annual Report on Form 10-K for the year ended December 31, 2020, filed on February 25, 2021 (EOG's 2020 Annual Report).
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The operating results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results to be expected for the full year.
Effective January 1, 2021, EOG adopted the provisions of Accounting Standards Update (ASU) 2019-12, "Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes" (ASU 2019-12). ASU 2019-12 amends certain aspects of accounting for income taxes, including the removal of specific exceptions within existing U.S. GAAP related to the incremental approach for intraperiod tax allocation and updates to the general methodology for calculating income taxes in interim periods, among other changes. ASU 2019-12 also requires an entity to reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date, among other requirements. The effects of ASU 2019-12 applicable to EOG were all required on a prospective basis. There was no impact upon adoption of ASU 2019-12 to EOG's consolidated financial statements or related disclosures.
Recently Issued Accounting Standards. In March 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-04, "Reference Rate Reform (Topic 848)" (ASU 2020-04), which provides optional expedients and exceptions for accounting treatment of contracts which are affected by the anticipated discontinuation of the London InterBank Offered Rate (LIBOR) and other rates resulting from rate reform. Contract terms that are modified due to the replacement of a reference rate are not required to be remeasured or reassessed under relevant accounting standards. Early adoption is permitted. ASU 2020-04 covers certain contracts which reference these rates and that are entered into on or before December 31, 2022. EOG is evaluating the provisions of ASU 2020-04 and has not determined the full impact on its consolidated financial statements and related disclosures related to its $2.0 billion senior unsecured Revolving Credit Agreement.
-8-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
2. Stock-Based Compensation
As more fully discussed in Note 7 to the Consolidated Financial Statements included in EOG's 2020 Annual Report, EOG maintains various stock-based compensation plans. Stock-based compensation expense is included on the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) based upon the job function of the employees receiving the grants as follows (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Lease and Well | $ | $ | $ | $ | |||||||||||||||||||
| Gathering and Processing Costs | |||||||||||||||||||||||
| Exploration Costs | |||||||||||||||||||||||
| General and Administrative | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (2008 Plan) provided for grants of stock options, stock-settled stock appreciation rights (SARs), restricted stock and restricted stock units, performance units and other stock-based awards.
EOG's stockholders approved the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan (2021 Plan) at the 2021 Annual Meeting of Stockholders. Therefore, no further grants were made from the 2008 Plan from and after the April 29, 2021 effective date of the 2021 Plan. The 2021 Plan provides for grants of stock options, SARs, restricted stock and restricted stock units, restricted stock units with performance-based conditions (together with the performance units granted under the 2008 Plan, "Performance Units") and other stock-based awards, up to an aggregate maximum of 20 million shares of common stock, plus any shares that are subject to outstanding awards under the 2008 Plan as of April 29, 2021, that are subsequently canceled, forfeited, expire or are otherwise not issued or are settled in cash. Under the 2021 Plan, grants may be made to employees and non-employee members of EOG's Board of Directors (Board). EOG's policy is to issue shares related to 2021 Plan grants from previously authorized unissued shares or treasury shares to the extent treasury shares are available.
At September 30, 2021, approximately 17 million shares of common stock remained available for grant under the 2021 Plan.
Stock Options and Stock-Settled Stock Appreciation Rights and Employee Stock Purchase Plan. The fair value of stock option grants and SAR grants is estimated using the Hull-White II binomial option pricing model. The fair value of Employee Stock Purchase Plan (ESPP) grants is estimated using the Black-Scholes-Merton model. Stock-based compensation expense related to stock option, SAR and ESPP grants totaled $20 million and $23 million during the three months ended September 30, 2021 and 2020, respectively, and $39 million and $52 million during the nine months ended September 30, 2021 and 2020, respectively.
Weighted average fair values and valuation assumptions used to value stock option, SAR and ESPP grants during the nine-month periods ended September 30, 2021 and 2020 are as follows:
| Stock Options/SARs | ESPP | ||||||||||||||||||||||
| Nine Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Weighted Average Fair Value of Grants | $ | $ | $ | $ | |||||||||||||||||||
| Expected Volatility | % | % | % | % | |||||||||||||||||||
| Risk-Free Interest Rate | % | % | % | % | |||||||||||||||||||
| Dividend Yield | % | % | % | % | |||||||||||||||||||
| Expected Life | |||||||||||||||||||||||
-9-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
Expected volatility is based on an equal weighting of historical volatility and implied volatility from traded options in EOG's common stock. The risk-free interest rate is based upon United States Treasury yields in effect at the time of grant. The expected life is based upon historical experience and contractual terms of stock option, SAR and ESPP grants.
The following table sets forth stock option and SAR transactions for the nine-month periods ended September 30, 2021 and 2020 (stock options and SARs in thousands):
| Nine Months Ended September 30, 2021 | Nine Months Ended September 30, 2020 | ||||||||||||||||||||||
| Number of Stock Options/SARs | Weighted Average Exercise Price | Number of Stock Options/SARs | Weighted Average Exercise Price | ||||||||||||||||||||
| Outstanding at January 1 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
Exercised (1) | ( | ( | |||||||||||||||||||||
| Forfeited | ( | ( | |||||||||||||||||||||
Outstanding at September 30 (2) | $ | $ | |||||||||||||||||||||
Vested or Expected to Vest (3) | $ | $ | |||||||||||||||||||||
Exercisable at September 30 (4) | $ | $ | |||||||||||||||||||||
(1)The total intrinsic value of stock options/SARs exercised during the nine months ended September 30, 2021 and 2020 was $8 million and $0.4 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 exercise price of the stock options/SARs.
(2)The total intrinsic value of stock options/SARs outstanding at September 30, 2021 and 2020 was $95 million and $0.01 million, respectively. At September 30, 2021 and 2020, the weighted average remaining contractual life was 4.3 years and 4.5 years, respectively.
(3)The total intrinsic value of stock options/SARs vested or expected to vest at September 30, 2021 and 2020 was $90 million and $0.01 million, respectively. At September 30, 2021 and 2020, the weighted average remaining contractual life was 4.3 years and 4.5 years, respectively.
(4)The total intrinsic value of stock options/SARs exercisable at September 30, 2021 and 2020 was $38 million and zero , respectively. At September 30, 2021 and 2020, the weighted average remaining contractual life was 3.2 years and 3.4 years, respectively.
At September 30, 2021, unrecognized compensation expense related to non-vested stock option, SAR and ESPP grants totaled $69 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 2.3 years.
Restricted Stock and Restricted Stock Units. Employees may be granted restricted (non-vested) stock and/or restricted stock units without cost to them. Stock-based compensation expense related to restricted stock and restricted stock units totaled $20 million and $4 million for the three months ended September 30, 2021 and 2020, respectively, and $65 million and $53 million for the nine months ended September 30, 2021 and 2020, respectively.
-10-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
The following table sets forth restricted stock and restricted stock unit transactions for the nine-month periods ended September 30, 2021 and 2020 (shares and units in thousands):
| Nine Months Ended September 30, 2021 | Nine Months Ended September 30, 2020 | ||||||||||||||||||||||
| 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 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
Released (1) | ( | ( | |||||||||||||||||||||
| Forfeited | ( | ( | |||||||||||||||||||||
Outstanding at September 30 (2) | $ | $ | |||||||||||||||||||||
(1)The total intrinsic value of restricted stock and restricted stock units released during the nine months ended September 30, 2021 and 2020 was $104 million and $45 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 September 30, 2021 and 2020 was $383 million and $172 million, respectively.
At September 30, 2021, unrecognized compensation expense related to restricted stock and restricted stock units totaled $224 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 1.8 years.
Performance Units. EOG grants Performance Units annually to its executive officers without cost to them. As more fully discussed in the grant agreements, the performance metric applicable to the Performance Units is EOG's total shareholder return over a three-year performance period relative to the total shareholder return of a designated group of peer companies (Performance Period). Upon the application of the performance multiple at the completion of the Performance Period, a minimum of 0 % and a maximum of 200 % of the Performance Units granted could be outstanding. The fair value of the Performance Units is estimated using a Monte Carlo simulation. Stock-based compensation expense related to the Performance Unit grants totaled $11 million and $6 million for the three months ended September 30, 2021 and 2020, respectively, and $13 million and $8 million for the nine months ended September 30, 2021 and 2020, respectively.
-11-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
The following table sets forth the Performance Unit transactions for the nine-month periods ended September 30, 2021 and 2020 (units in thousands):
| Nine Months Ended September 30, 2021 | Nine Months Ended September 30, 2020 | ||||||||||||||||||||||
| Number of Units | Weighted Average Grant Date Fair Value | Number of Units | Weighted Average Grant Date Fair Value | ||||||||||||||||||||
| Outstanding at January 1 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
Granted for Performance Multiple (1) | |||||||||||||||||||||||
Released (2) | ( | ( | |||||||||||||||||||||
| Forfeited | |||||||||||||||||||||||
Outstanding at September 30 (3) | (4) | $ | $ | ||||||||||||||||||||
(1)Upon completion of the Performance Period for the Performance Units granted in 2017 and 2016, a performance multiple of 125 % and 150 %, respectively, was applied to each of the grants resulting in additional grants of Performance Units in February 2021 and February 2020, respectively.
(2)The total intrinsic value of Performance Units released was $13
(3)The total intrinsic value of Performance Units outstanding at September 30, 2021 and 2020 was approximately $55 million and $22 million, respectively.
At September 30, 2021, unrecognized compensation expense related to Performance Units totaled $15 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 2.1 years.
3. Net Income (Loss) Per Share
The following table sets forth the computation of Net Income (Loss) Per Share for the three-month and nine-month periods ended September 30, 2021 and 2020 (in millions, except per share data):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Numerator for Basic and Diluted Earnings Per Share - | |||||||||||||||||||||||
| Net Income (Loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Denominator for Basic Earnings Per Share - | |||||||||||||||||||||||
| Weighted Average Shares | |||||||||||||||||||||||
| Potential Dilutive Common Shares - | |||||||||||||||||||||||
| Stock Options/SARs/ESPP | |||||||||||||||||||||||
| Restricted Stock/Units and Performance Units | |||||||||||||||||||||||
| Denominator for Diluted Earnings Per Share - | |||||||||||||||||||||||
| Adjusted Diluted Weighted Average Shares | |||||||||||||||||||||||
| Net Income (Loss) Per Share | |||||||||||||||||||||||
| Basic | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Diluted | $ | $ | ( | $ | $ | ( | |||||||||||||||||
-12-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
4. Supplemental Cash Flow Information
Net cash paid (received) for interest and income taxes was as follows for the nine-month periods ended September 30, 2021 and 2020 (in millions):
| Nine Months Ended September 30, | |||||||||||
| 2021 | 2020 | ||||||||||
Interest (1) | $ | $ | |||||||||
| Income Taxes, Net of Refunds Received | $ | $ | ( | ||||||||
(1)Net of capitalized interest of $24
EOG's accrued capital expenditures at September 30, 2021 and 2020 were $405 million and $244 million, respectively.
-13-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
5. Segment Information
Selected financial information by reportable segment is presented below for the three-month and nine-month periods ended September 30, 2021 and 2020 (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Operating Revenues and Other | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Trinidad | |||||||||||||||||||||||
Other International (1) | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Operating Income (Loss) | |||||||||||||||||||||||
United States (2) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Trinidad | |||||||||||||||||||||||
Other International (1) (3) | ( | ( | |||||||||||||||||||||
| Total | ( | ( | |||||||||||||||||||||
| Reconciling Items | |||||||||||||||||||||||
| Other Income, Net | |||||||||||||||||||||||
| Interest Expense, Net | ( | ( | ( | ( | |||||||||||||||||||
| Income (Loss) Before Income Taxes | $ | $ | ( | $ | $ | ( | |||||||||||||||||
(1) Other International primarily consists of EOG's China and Canada operations. The China operations were sold in the second quarter of 2021. EOG began exploration programs in Australia in the third quarter of 2021 and in Oman in the third quarter of 2020.
(2) EOG recorded pretax impairment charges of $26 million and $1,488 million for the three and nine months ended September 30, 2020, respectively, for proved oil and gas properties, leasehold costs and other assets due to the decline in commodity prices and revisions of asset retirement obligations for certain properties. See Note 11. In addition, EOG recorded pretax impairment charges of $1 million and $220 million for the three and nine months ended September 30, 2020, respectively, for sand and crude-by-rail assets.
(3) EOG recorded pretax impairment charges of $13 million and zero for the three months ended September 30, 2021 and 2020, respectively, and $15 million and $79 million for the nine months ended September 30, 2021 and 2020, respectively, for proved oil and gas properties and firm commitment contracts related to its decision to exit the Horn River Basin in British Columbia, Canada.
Total assets by reportable segment are presented below at September 30, 2021 and December 31, 2020 (in millions):
At September 30, 2021 | At December 31, 2020 | ||||||||||
| Total Assets | |||||||||||
| United States | $ | $ | |||||||||
| Trinidad | |||||||||||
Other International (1) | |||||||||||
| Total | $ | $ | |||||||||
-14-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
6. Asset Retirement Obligations
The following table presents the reconciliation of the beginning and ending aggregate carrying amounts of short-term and long-term legal obligations associated with the retirement of property, plant and equipment for the nine-month periods ended September 30, 2021 and 2020 (in millions):
| Nine Months Ended September 30, | |||||||||||
| 2021 | 2020 | ||||||||||
| Carrying Amount at January 1 | $ | $ | |||||||||
| Liabilities Incurred | |||||||||||
Liabilities Settled (1) | ( | ( | |||||||||
| Accretion | |||||||||||
| Revisions | ( | ||||||||||
Carrying Amount at September 30 | $ | $ | |||||||||
| Current Portion | $ | $ | |||||||||
| Noncurrent Portion | $ | $ | |||||||||
(1)Includes settlements related to asset sales.
The current and noncurrent portions of EOG's asset retirement obligations are included in Current Liabilities - Other and Other Liabilities, respectively, on the Condensed Consolidated Balance Sheets.
7. Exploratory Well Costs
EOG's net changes in capitalized exploratory well costs for the nine-month period ended September 30, 2021, are presented below (in millions):
| Nine Months Ended September 30, 2021 | |||||
| Balance at January 1 | $ | ||||
| Additions Pending the Determination of Proved Reserves | |||||
| Reclassifications to Proved Properties | ( | ||||
Costs Charged to Expense (1) | ( | ||||
Balance at September 30 | $ | ||||
(1)Includes capitalized exploratory well costs charged to either dry hole costs or impairments.
| Nine Months Ended September 30, 2021 | |||||
| Capitalized exploratory well costs that have been capitalized for a period of one year or less | $ | ||||
Capitalized exploratory well costs that have been capitalized for a period greater than one year (1) | |||||
Balance at September 30 | $ | ||||
| Number of exploratory wells that have been capitalized for a period greater than one year | |||||
(1)Consists of costs related to a project in Trinidad at September 30, 2021.
-15-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
8. Commitments and Contingencies
9. Pension and Postretirement Benefits
10. Long-Term Debt and Common Stock
Long-Term Debt. EOG had no
EOG currently has a $2.0 billion senior unsecured Revolving Credit Agreement (Agreement) with domestic and foreign lenders (Banks). The Agreement has a scheduled maturity date of June 27, 2024 , and includes an option for EOG to extend, on up to two occasions, the term for successive one-year periods subject to certain terms and conditions. The Agreement (i) commits the Banks to provide advances up to an aggregate principal amount of $2.0 billion at any one time outstanding, with an option for EOG to request increases in the aggregate commitments to an amount not to exceed $3.0 billion, subject to certain terms and conditions and (ii) includes a swingline subfacility and a letter of credit subfacility. Advances under the Agreement will accrue interest based, at EOG's option, on either LIBOR plus an applicable margin (Eurodollar rate) or the base rate (as defined in the Agreement) plus an applicable margin. The Agreement contains representations, warranties, covenants and events of default that EOG believes are customary for investment-grade, senior unsecured commercial bank credit agreements, including a financial covenant for the maintenance of a ratio of total debt-to-capitalization (as such terms are defined in the Agreement) of no greater than 65 %. At September 30, 2021, EOG was in compliance with this financial covenant. At September 30, 2021 and December 31, 2020, there were no 0.98 % and 3.25 %, respectively.
On February 1, 2021, EOG repaid upon maturity the $750 million aggregate principal amount of its 4.100 % Senior Notes due 2021.
Common Stock. On February 25, 2021, EOG's Board increased the quarterly cash dividend on the common stock from the previous $0.375 per share to $0.4125 per share, effective beginning with the dividend paid on April 30, 2021, to stockholders of record as of April 16, 2021. On May 6, 2021, EOG's Board declared a special cash dividend on the common stock of $1.00 per share in addition to a quarterly dividend of $0.4125 per share. Both the special cash dividend and the quarterly cash dividend were paid on July 30, 2021 to stockholders of record as of July 16, 2021.
-16-
EOG RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
11. Fair Value Measurements
Recurring Fair Value Measurements. As more fully discussed in Note 13 to the Consolidated Financial Statements included in EOG's 2020 Annual Report, certain of EOG's financial and nonfinancial assets and liabilities are reported at fair value on the Condensed Consolidated Balance Sheets. The following table provides fair value measurement information within the fair value hierarchy for certain of EOG's financial assets and liabilities carried at fair value on a recurring basis at September 30, 2021 and December 31, 2020 (in millions):
| Fair Value Measurements Using: | |||||||||||||||||||||||
| Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | ||||||||||||||||||||
At September 30, 2021 | |||||||||||||||||||||||
| Financial Assets: | |||||||||||||||||||||||
| Natural Gas Swaps | $ | $ | $ | $ | |||||||||||||||||||
| Financial Liabilities: | |||||||||||||||||||||||
| Natural Gas Swaps | |||||||||||||||||||||||
| Crude Oil Swaps | |||||||||||||||||||||||
| Crude Oil Roll Differential Swaps | |||||||||||||||||||||||
| Natural Gas Liquids Swaps | |||||||||||||||||||||||
At December 31, 2020 | |||||||||||||||||||||||
| Financial Assets: | |||||||||||||||||||||||
| Natural Gas Swaps | $ | $ | $ | $ | |||||||||||||||||||
| Financial Liabilities: | |||||||||||||||||||||||
| Crude Oil Roll Differential Swaps | |||||||||||||||||||||||
See Note 12 for the balance sheet amounts and classification of EOG's financial derivative instruments at September 30, 2021 and December 31, 2020.
The estimated fair value of commodity derivative contracts was based upon forward commodity price curves based on quoted market prices. Commodity derivative contracts were valued by utilizing an independent third-party derivative valuation provider who uses various types of valuation models, as applicable.
Non-Recurring Fair Value Measurements. The initial measurement of asset retirement obligations at fair value is calculated using discounted cash flow techniques and based on internal estimates of future retirement costs associated with property, plant and equipment. Significant Level 3 inputs used in the calculation of asset retirement obligations include plugging costs and reserve lives. A reconciliation of EOG's asset retirement obligations is presented in Note 6.
-17-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
When circumstances indicate that proved oil and gas properties may be impaired, EOG compares expected undiscounted future cash flows at a depreciation, depletion and amortization group level to the unamortized capitalized cost of the asset. If the expected undiscounted future cash flows, based on EOG's estimate of (and assumptions regarding) significant Level 3 inputs, including future crude oil, NGLs and natural gas prices, operating costs, development expenditures, anticipated production from proved reserves and other relevant data, are lower than the unamortized capitalized cost, the capitalized cost is reduced to fair value. Fair value is generally calculated using the Income Approach described in the Fair Value Measurement Topic of the Accounting Standards Codification. In certain instances, EOG utilizes accepted offers from third-party purchasers as the basis for determining fair value.
EOG utilized average prices per acre from comparable market transactions and estimated discounted cash flows as the basis for determining the fair value of unproved and proved properties, respectively, received in non-cash property exchanges. See Note 4.
Fair Value Disclosures. EOG's financial instruments, other than commodity derivative contracts, consist of cash and cash equivalents, accounts receivable, accounts payable and current and long-term debt. The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value.
At September 30, 2021 and December 31, 2020, respectively, EOG had outstanding $4,890 million and $5,640 million aggregate principal amount of senior notes, which had estimated fair values at such dates of approximately $5,609 million and $6,505 million, respectively. The estimated fair value of debt was based upon quoted market prices and, where such prices were not available, other observable (Level 2) inputs regarding interest rates available to EOG at the end of each respective period.
-18-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
12. Risk Management Activities
Commodity Price Risk. As more fully discussed in Note 12 to the Consolidated Financial Statements included in EOG's 2020 Annual Report, EOG engages in price risk management activities from time to time. These activities are intended to manage EOG's exposure to fluctuations in commodity prices for crude oil, NGLs and natural gas. EOG utilizes financial commodity derivative instruments, primarily price swap, option, swaption, collar and basis swap contracts, as a means to manage this price risk. EOG has not designated any of its financial commodity derivative contracts as accounting hedges and, accordingly, accounts for financial commodity derivative contracts using the mark-to-market accounting method.
Commodity Derivative Contracts. Presented below is a comprehensive summary of EOG's financial commodity derivative contracts as of September 30, 2021. Crude oil and NGL volumes are presented in thousand barrels per day (MBbld) and prices are presented in dollars per barrel ($/Bbl). Natural gas volumes are presented in million British Thermal Units per day (MMBtud) and prices are presented in dollars per million British Thermal Units ($/MMBtu).
| Crude Oil Financial Price Swap Contracts | ||||||||||||||||||||
| Contracts Sold | ||||||||||||||||||||
| Period | Settlement Index | Volume (MBbld) | Weighted Average Price ($/Bbl) | |||||||||||||||||
| January 2021 (closed) | New York Mercantile Exchange (NYMEX) West Texas Intermediate (WTI) | $ | ||||||||||||||||||
| February - March 2021 (closed) | NYMEX WTI | |||||||||||||||||||
| April - June 2021 (closed) | NYMEX WTI | |||||||||||||||||||
| July - September 2021 (closed) | NYMEX WTI | |||||||||||||||||||
| January - March 2022 | NYMEX WTI | |||||||||||||||||||
| April - June 2022 | NYMEX WTI | |||||||||||||||||||
| July - September 2022 | NYMEX WTI | |||||||||||||||||||
| October - December 2022 | NYMEX WTI | |||||||||||||||||||
| January - March 2023 | NYMEX WTI | |||||||||||||||||||
| Crude Oil Basis Swap Contracts | ||||||||||||||||||||
| Contracts Sold | ||||||||||||||||||||
| Period | Settlement Index | Volume (MBbld) | Weighted Average Price Differential ($/Bbl) | |||||||||||||||||
| February 2021 (closed) | NYMEX WTI Roll Differential (1) | $ | ||||||||||||||||||
| March - October 2021 (closed) | NYMEX WTI Roll Differential (1) | |||||||||||||||||||
| November - December 2021 | NYMEX WTI Roll Differential (1) | |||||||||||||||||||
| January - December 2022 | NYMEX WTI Roll Differential (1) | |||||||||||||||||||
(1) This settlement index is used to fix the differential in pricing between the NYMEX calendar month average and the physical crude oil delivery month.
-19-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
| NGL Financial Price Swap Contracts | ||||||||||||||||||||
| Contracts Sold | ||||||||||||||||||||
| Period | Settlement Index | Volume (MBbld) | Weighted Average Price ($/Bbl) | |||||||||||||||||
| January - September 2021 (closed) | Mont Belvieu Propane (non-Tet) | $ | ||||||||||||||||||
| October - December 2021 | Mont Belvieu Propane (non-Tet) | |||||||||||||||||||
| Natural Gas Financial Price Swap Contracts | ||||||||||||||||||||||||||||||||
| Contracts Sold | Contracts Purchased | |||||||||||||||||||||||||||||||
| Period | Settlement Index | Volume (MMBtud in thousands) | Weighted AveragePrice ($/MMBtu) | Volume (MMBtud in thousands) | Weighted Average Price ($/MMBtu) | |||||||||||||||||||||||||||
| January - March 2021 (closed) | NYMEX Henry Hub | $ | $ | |||||||||||||||||||||||||||||
| April - September 2021 (closed) | NYMEX Henry Hub | |||||||||||||||||||||||||||||||
| October 2021 (closed) | NYMEX Henry Hub | |||||||||||||||||||||||||||||||
| November - December 2021 | NYMEX Henry Hub | |||||||||||||||||||||||||||||||
January - December 2022 (closed) (1) | NYMEX Henry Hub | |||||||||||||||||||||||||||||||
| January - December 2022 | NYMEX Henry Hub | |||||||||||||||||||||||||||||||
| January - December 2023 | NYMEX Henry Hub | |||||||||||||||||||||||||||||||
| January - December 2024 | NYMEX Henry Hub | |||||||||||||||||||||||||||||||
| January - December 2025 | NYMEX Henry Hub | |||||||||||||||||||||||||||||||
| April - September 2021 (closed) | Japan Korea Marker (JKM) | |||||||||||||||||||||||||||||||
(1) In January 2021, EOG executed the early termination provision granting EOG the right to terminate all of its open 2022 natural gas price swap contracts which were open at that time. EOG received net cash of $0.6 million for the settlement of these contracts.
-20-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
| Natural Gas Basis Swap Contracts | ||||||||||||||||||||
| Contracts Sold | ||||||||||||||||||||
| Period | Settlement Index | Volume (MMBtud in thousands) | Weighted Average Price ($/MMBtu) | |||||||||||||||||
| January - December 2022 | NYMEX Henry Hub Houston Ship Channel (HSC) Differential (1) | $ | ||||||||||||||||||
| January - December 2023 | NYMEX Henry Hub HSC Differential (1) | |||||||||||||||||||
| January - December 2024 | NYMEX Henry Hub HSC Differential (1) | |||||||||||||||||||
| January - December 2025 | NYMEX Henry Hub HSC Differential (1) | |||||||||||||||||||
(1) This settlement index is used to fix the differential between pricing at the Houston Ship Channel and NYMEX Henry Hub prices.
Commodity Derivatives Location on Balance Sheet. The following table sets forth the amounts and classification of EOG's outstanding financial derivative instruments at September 30, 2021 and December 31, 2020. Certain amounts may be presented on a net basis on the Condensed Consolidated Financial Statements when such amounts are with the same counterparty and subject to a master netting arrangement (in millions):
| Fair Value at | ||||||||||||||||||||
| Description | Location on Balance Sheet | September 30, 2021 | December 31, 2020 | |||||||||||||||||
| Asset Derivatives | ||||||||||||||||||||
Crude oil, NGLs and natural gas derivative contracts - | ||||||||||||||||||||
| Current portion | Assets from Price Risk Management Activities (1) | $ | $ | |||||||||||||||||
| Noncurrent Portion | Other Assets | |||||||||||||||||||
| Liability Derivatives | ||||||||||||||||||||
Crude oil, NGLs and natural gas derivative contracts - | ||||||||||||||||||||
| Current portion | Liabilities from Price Risk Management Activities (2) | $ | $ | |||||||||||||||||
| Noncurrent portion | Other Liabilities (3) | |||||||||||||||||||
(1) The current portion of Assets from Price Risk Management Activities consists of gross assets of $21 million, partially offset by gross liabilities of $3 million, at September 30, 2021.
(2) The current portion of Liabilities from Price Risk Management Activities consists of gross liabilities of $474 million, partially offset by collateral posted with counterparties of $236 million, at September 30, 2021.
(3) The noncurrent portion of Liabilities from Price Risk Management Activities consists of gross liabilities of $153 million, partially offset by collateral posted with counterparties of $72 million, at September 30, 2021.
-21-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Concluded)
(Unaudited)
13. Acquisitions and Divestitures
During the nine months ended September 30, 2021, EOG paid cash for property acquisitions of $95 million in the United States. Additionally, during the nine months ended September 30, 2021, EOG recognized net gains on asset dispositions of $46 million and received proceeds of approximately $154 million primarily due to the sale of its China operations during the second quarter of 2021.
During the nine months ended September 30, 2020, EOG paid cash for property acquisitions of $67 million in the United States. Additionally, during the nine months ended September 30, 2020, EOG recognized net losses on asset dispositions of $41 million, primarily due to the sales of proved properties and non-cash property exchanges of unproved leasehold in Texas and New Mexico and the disposition of the Marcellus Shale assets, and received proceeds of approximately $189 million, primarily due to the disposition of the Marcellus Shale assets and the sale of other assets in New Mexico.
-22-
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
EOG RESOURCES, INC.
Overview
EOG Resources, Inc., together with its subsidiaries (collectively, EOG), is one of the largest independent (non-integrated) crude oil and natural gas companies in the United States with proved reserves in the United States and Trinidad. EOG operates under a consistent business and operational strategy that focuses predominantly on maximizing the rate of return on investment of capital by controlling operating and capital costs and maximizing reserve recoveries. Pursuant to this strategy, each prospective drilling location is evaluated by its estimated rate of return. This strategy is intended to enhance the generation of cash flow and earnings from each unit of production on a cost-effective basis, allowing EOG to deliver long-term growth in shareholder value and maintain a strong balance sheet. EOG implements its strategy primarily by emphasizing the drilling of internally generated prospects in order to find and develop low-cost reserves. Maintaining the lowest possible operating cost structure, coupled with efficient and safe operations and robust environmental stewardship practices and performance, is integral in the implementation of EOG's strategy.
Recent Developments. In 2020, the COVID-19 pandemic and the measures taken to address and limit the spread of the virus adversely affected the economies and financial markets of the world, resulting in an economic downturn beginning in early 2020 that negatively impacted global demand and prices for crude oil and condensate, natural gas liquids (NGLs) and natural gas. In response, OPEC+, a consortium of OPEC (Organization of Petroleum Exporting Countries) and certain non-OPEC global producers (Russia, Kazakhstan and others), agreed to voluntarily curtail crude oil supplies beginning in April 2020 with a schedule to bring back some of these curtailments through April 2021. Certain other non-OPEC+ countries also curtailed production and/or reduced investments in existing and new crude oil projects. This response started the process of balancing supply with demand.
In 2021, the effects of global COVID-19 mitigation efforts, including extensive global fiscal stimulus and the availability of vaccines, tempered by new COVID-19 variant strains and corresponding containment measures in certain parts of the world, have resulted in overall increased demand for crude oil and condensate, NGLs and natural gas. See ITEM 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed on February 25, 2021 (Annual Report), for further discussion. During 2021, OPEC+ has continued amending their schedule of gradually returning all curtailed production through 2022 in response to expected increases in demand for crude oil.
The continuing rebalancing of crude oil demand and supply resulting from improving or stabilizing conditions in certain economies and financial markets of the world, combined with the continuing actions taken by OPEC+, have had a positive impact on crude oil prices in the first nine months of 2021. Prices for crude oil and condensate and NGLs returned to pre-pandemic levels in the first quarter of 2021, while natural gas prices recovered at the beginning of 2021.
We will continue to monitor and assess the COVID-19 pandemic and its effect on crude oil demand, the actions of OPEC+ and their effect on crude oil supply, as well as any executive orders or legislative or regulatory actions that could impact the oil and gas industry, to determine the impact on our business and operations, and take appropriate actions where necessary. For related discussion, see ITEM 1, Business – Regulation, ITEM 1A, Risk Factors and ITEM 7, Management's Discussion and Analysis of Financial Condition and Results of Operations - Overview, of our Annual Report.
Commodity Prices. Prices for crude oil and condensate, NGLs and natural gas have historically been volatile. This volatility is expected to continue due to the many uncertainties associated with the world political and economic environment and the global supply of, and demand for, crude oil, NGLs and natural gas and the availability of other energy supplies, the relative competitive relationships of the various energy sources in the view of consumers and other factors.
The market prices of crude oil and condensate, NGLs and natural gas impact the amount of cash generated from EOG's operating activities, which, in turn, impact EOG's financial position and results of operations.
-23-
For the first nine months of 2021, the average U.S. New York Mercantile Exchange (NYMEX) crude oil and natural gas prices were $64.85 per barrel and $3.18 per million British thermal units (MMBtu), respectively, representing increases of 69% for both from the average NYMEX prices for the same period in 2020. Market prices for NGLs are influenced by the components extracted, including ethane, propane and butane and natural gasoline, among others, and the respective market pricing for each component. In February 2021, EOG realized higher-than-average daily prices on certain days for deliveries of natural gas volumes due to disruptions throughout the United States from Winter Storm Uri.
United States. EOG's efforts to identify plays with large reserve potential have proven to be successful. EOG continues to drill numerous wells in large acreage plays, which in the aggregate have contributed substantially to, and are expected to continue to contribute substantially to, EOG's crude oil and condensate, NGLs and natural gas production. EOG has placed an emphasis on applying its horizontal drilling and completion expertise to unconventional crude oil and, to a lesser extent, liquids-rich natural gas plays.
During the first nine months of 2021, EOG continued to focus on increasing drilling, completion and operating efficiencies gained in prior years. Such efficiencies, combined with new innovation, resulted in lower drilling and completion costs. Winter Storm Uri negatively impacted Lease and Well, Transportation and Gathering and Processing Costs in the first quarter of 2021. In addition, EOG continued to evaluate certain potential crude oil and condensate, NGLs and natural gas exploration and development prospects and to look for opportunities to add drilling inventory through leasehold acquisitions, farm-ins, exchanges or tactical acquisitions. On a volumetric basis, as calculated using the ratio of 1.0 barrel of crude oil and condensate or NGLs to 6.0 thousand cubic feet of natural gas, crude oil and condensate and NGLs production accounted for approximately 75% and 76% of EOG's United States production during the first nine months of 2021 and 2020, respectively. During the first nine months of 2021, EOG's drilling and completion activities occurred primarily in the Delaware Basin play, Eagle Ford play and Rocky Mountain area. EOG's major producing areas in the United States are in New Mexico and Texas. EOG faced interruptions to sales in certain markets due to disruptions throughout the United States from Winter Storm Uri in the first quarter of 2021.
Trinidad. In Trinidad, EOG continues to deliver natural gas under existing supply contracts. Several fields in the South East Coast Consortium Block, Modified U(a) Block, Block 4(a), Modified U(b) Block, the Banyan Field and the Sercan Area have been developed and are producing natural gas which is sold to the National Gas Company of Trinidad and Tobago Limited and its subsidiary, and crude oil and condensate which is sold to Heritage Petroleum Company Limited (Heritage).
In March 2021, EOG signed a farmout agreement with Heritage, which allows EOG to earn a 65% working interest in a portion of the contract area (EOG Area) governed by the Trinidad Northern Area License. The EOG Area is located offshore the southwest coast of Trinidad. EOG is currently planning and preparing to drill one net exploratory well in the first half of 2022. EOG continues to make progress on the design and fabrication of a platform and related facilities for its previously announced discovery in the Modified U(a) Block.
Other International. In the Sultanate of Oman, a Royal Decree was issued on March 9, 2021, and EOG became a participant in the Exploration and Production Sharing Agreement for Block 49, holding a 50% working interest. EOG's partner in Block 49 completed the drilling and testing of one gross exploratory well in the first quarter of 2021. The results are currently being evaluated. In Block 36, where EOG holds a 100% working interest, drilling commenced on one exploratory well in the third quarter of 2021. EOG plans to drill one additional exploratory well in Block 36 by the end of 2021.
In Australia, a subsidiary of EOG entered into a purchase and sale agreement in April 2021 to acquire a 100% interest in the WA-488-P Block, located offshore Western Australia. The purchase and sale agreement is subject to customary closing conditions and is expected to close in the fourth quarter of 2021.
In the Sichuan Basin, Sichuan Province, China, EOG worked with its partner, PetroChina, under a production sharing contract and other related agreements, to ensure uninterrupted production. All natural gas produced from the Baijaochang Field was sold under a long-term contract to PetroChina.
In May 2021, EOG closed the sale of its subsidiary which held all of its assets in China. Net production was approximately 25 million cubic feet per day (MMcfd) of natural gas. EOG no longer has any operations or assets in China.
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EOG continues to evaluate other select crude oil and natural gas opportunities outside the United States, primarily by pursuing exploitation opportunities in countries where indigenous crude oil and natural gas reserves have been identified.
2021 Capital and Operating Plan. Total 2021 capital expenditures are estimated to range from approximately $3.8 billion to $4.0 billion, including facilities and gathering, processing and other expenditures, and excluding acquisitions and non-cash transactions. EOG plans to continue to focus a substantial portion of its exploration and development expenditures in its major producing areas in the United States. In particular, EOG will continue to be focused on United States crude oil drilling activity in its Delaware Basin play, Eagle Ford play and Rocky Mountain area where it generates its highest rates-of-return. To further enhance the economics of these plays, EOG expects to continue to improve well performance and lower drilling and completion costs through efficiency gains, new innovation and initiatives to manage procurement and service costs. In addition, EOG has spent, and expects to continue to spend, a portion of its 2021 capital expenditures on leasing acreage and evaluating new prospects.
Full-year 2021 total crude oil production is expected to remain at fourth quarter 2020 levels. Further, EOG expects to continue to focus on reducing operating costs in 2021 through efficiency improvements.
Management continues to believe EOG has one of the strongest prospect inventories in EOG's history. When it fits EOG's strategy, EOG will make acquisitions that bolster existing drilling programs or offer incremental exploration and/or production opportunities.
Capital Structure. One of management's key strategies is to maintain a strong balance sheet with a consistently below average debt-to-total capitalization ratio as compared to those in EOG's peer group. EOG's debt-to-total capitalization ratio was 19% at September 30, 2021 and 22% at December 31, 2020. As used in this calculation, total capitalization represents the sum of total current and long-term debt and total stockholders' equity.
On February 1, 2021, EOG repaid upon maturity the $750 million aggregate principal amount of its 4.100% Senior Notes due 2021.
At September 30, 2021, EOG maintained a strong financial and liquidity position, including $4.3 billion of cash and cash equivalents on hand and $2.0 billion of availability under its senior unsecured revolving credit facility.
EOG has significant flexibility with respect to financing alternatives, including borrowings under its commercial paper program, bank borrowings, borrowings under its senior unsecured revolving credit facility, joint development agreements and similar agreements and equity and debt offerings.
Dividend Declarations and Share Repurchase Authorization. On November 4, 2021, EOG's Board (i) increased the quarterly cash dividend on the common stock from the previous $0.4125 per share to $0.75 per share, effective beginning with the dividend to be paid on January 28, 2022, to stockholders of record as of January 14, 2022, (ii) declared a special cash dividend on the common stock of $2.00 per share, payable on December 30, 2021, to stockholders of record as of December 15, 2021, (iii) established a new share repurchase authorization to allow for the repurchase by EOG of up to $5 billion of the common stock and (iv) revoked and terminated the share repurchase authorization established by the Board in September 2001. See Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds, of this Quarterly Report on Form 10-Q for additional discussion.
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Results of Operations
The following review of operations for the three months ended September 30, 2021 and 2020 should be read in conjunction with the Condensed Consolidated Financial Statements of EOG and notes thereto included in this Quarterly Report on Form 10-Q.
Three Months Ended September 30, 2021 vs. Three Months Ended September 30, 2020
Operating Revenues and Other. During the third quarter of 2021, operating revenues increased $2,519 million, or 112%, to $4,765 million from $2,246 million for the same period of 2020. Total wellhead revenues, which are revenues generated from sales of EOG's production of crude oil and condensate, NGLs and natural gas, for the third quarter of 2021 increased $2,281 million, or 129%, to $4,045 million from $1,764 million for the same period of 2020. EOG recognized net losses on the mark-to-market of financial commodity derivative contracts of $494 million for the third quarter of 2021 compared to net losses of $4 million for the same period of 2020. Gathering, processing and marketing revenues for the third quarter of 2021 increased $647 million, or 120%, to $1,186 million from $539 million for the same period of 2020. Net gains on asset dispositions were $1 million for the third quarter of 2021 compared to net losses of $71 million for the same period of 2020.
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Wellhead volume and price statistics for the three-month periods ended September 30, 2021 and 2020 were as follows:
| Three Months Ended September 30, | ||||||||||||||
| 2021 | 2020 | |||||||||||||
Crude Oil and Condensate Volumes (MBbld) (1) | ||||||||||||||
| United States | 448.3 | 376.6 | ||||||||||||
| Trinidad | 1.2 | 1.0 | ||||||||||||
Other International (2) | — | — | ||||||||||||
| Total | 449.5 | 377.6 | ||||||||||||
Average Crude Oil and Condensate Prices ($/Bbl) (3) | ||||||||||||||
| United States | $ | 70.88 | $ | 40.19 | ||||||||||
| Trinidad | 60.19 | 25.41 | ||||||||||||
Other International (2) | — | 25.29 | ||||||||||||
| Composite | 70.85 | 40.15 | ||||||||||||
Natural Gas Liquids Volumes (MBbld) (1) | ||||||||||||||
| United States | 157.9 | 140.1 | ||||||||||||
| Total | 157.9 | 140.1 | ||||||||||||
Average Natural Gas Liquids Prices ($/Bbl) (3) | ||||||||||||||
| United States | $ | 37.72 | $ | 14.34 | ||||||||||
| Composite | 37.72 | 14.34 | ||||||||||||
Natural Gas Volumes (MMcfd) (1) | ||||||||||||||
| United States | 1,210 | 1,008 | ||||||||||||
| Trinidad | 212 | 151 | ||||||||||||
Other International (2) | — | 31 | ||||||||||||
| Total | 1,422 | 1,190 | ||||||||||||
Average Natural Gas Prices ($/Mcf) (3) | ||||||||||||||
| United States | $ | 4.50 | $ | 1.49 | ||||||||||
| Trinidad | 3.39 | 2.35 | ||||||||||||
Other International (2) | — | 4.73 | ||||||||||||
| Composite | 4.34 | 1.68 | ||||||||||||
Crude Oil Equivalent Volumes (MBoed) (4) | ||||||||||||||
| United States | 807.9 | 684.7 | ||||||||||||
| Trinidad | 36.5 | 26.2 | ||||||||||||
Other International (2) | — | 5.1 | ||||||||||||
| Total | 844.4 | 716.0 | ||||||||||||
Total MMBoe (4) | 77.7 | 65.9 | ||||||||||||
(1)Thousand barrels per day or million cubic feet per day, as applicable.
(2)Other International includes EOG's China and Canada operations. The China operations were sold in the second quarter of 2021.
(3)Dollars per barrel or per thousand cubic feet, as applicable. Excludes the impact of financial commodity derivative instruments (see Note 12 to the Condensed 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.
-27-
Wellhead crude oil and condensate revenues for the third quarter of 2021 increased $1,534 million, or 110%, to $2,929 million from $1,395 million for the same period of 2020. The increase was due to a higher composite average price ($1,266 million) and an increase of 71.9 MBbld, or 19%, in wellhead crude oil and condensate production ($268 million). Increased production was primarily in the Permian Basin and the Eagle Ford. EOG's composite wellhead crude oil and condensate price for the third quarter of 2021 increased 76% to $70.85 per barrel compared to $40.15 per barrel for the same period of 2020.
NGL revenues for the third quarter of 2021 increased $363 million, or 196%, to $548 million from $185 million for the same period of 2020 due to a higher composite average price ($340 million) and an increase of 17.8 MBbld, or 13%, in NGL deliveries ($23 million). Increased production was primarily in the Permian Basin. EOG's composite NGL price for the third quarter of 2021 increased 163% to $37.72 per barrel compared to $14.34 per barrel for the same period of 2020.
Wellhead natural gas revenues for the third quarter of 2021 increased $384 million, or 209%, to $568 million from $184 million for the same period of 2020. The increase was due to a higher average composite price ($347 million) and an increase in natural gas deliveries ($37 million). Natural gas deliveries for the third quarter of 2021 increased 232 MMcfd, or 19%, compared to the same period of 2020 due primarily to increased production of associated natural gas from the Permian Basin and higher natural gas volumes in Trinidad, partially offset by lower natural gas volumes associated with the disposition of the Marcellus Shale assets in the third quarter of 2020, lower deliveries in South Texas and lower natural gas volumes associated with the disposition of the China assets in the second quarter of 2021. EOG's composite wellhead natural gas price for the third quarter of 2021 increased 158% to $4.34 per Mcf compared to $1.68 per Mcf for the same period of 2020.
During the third quarter of 2021, EOG recognized net losses on the mark-to-market of financial commodity derivative contracts of $494 million compared to net losses of $4 million for the same period of 2020. During the third quarter of 2021, net cash paid for settlements of financial commodity derivative contracts was $293 million compared to net cash received from settlements of financial commodity derivative contracts of $275 million for the same period of 2020.
Gathering, processing and marketing revenues are revenues generated from sales of third-party crude oil, NGLs and natural gas, as well as fees associated with gathering third-party natural gas and revenues from sales of EOG-owned sand. Purchases and sales of third-party crude oil and natural gas may be utilized in order to balance firm capacity at third-party facilities with production in certain areas and to utilize excess capacity at EOG-owned facilities. EOG sells sand in order to balance the timing of firm purchase agreements with completion operations. Marketing costs represent the costs to purchase third-party crude oil, natural gas and sand and the associated transportation costs, as well as costs associated with EOG-owned sand sold to third parties.
Gathering, processing and marketing revenues less marketing costs for the third quarter of 2021 decreased $14 million as compared to the same period of 2020 primarily due to lower margins on crude oil marketing activities, partially offset by higher margins on natural gas marketing activities.
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Operating and Other Expenses. For the third quarter of 2021, operating expenses of $3,294 million were $1,045 million higher than the $2,249 million incurred during the third quarter of 2020. The following table presents the costs per barrel of oil equivalent (Boe) for the three-month periods ended September 30, 2021 and 2020:
| Three Months Ended September 30, | |||||||||||
| 2021 | 2020 | ||||||||||
| Lease and Well | $ | 3.48 | $ | 3.45 | |||||||
| Transportation Costs | 2.82 | 2.74 | |||||||||
| Gathering and Processing Costs | 1.87 | 1.74 | |||||||||
| Depreciation, Depletion and Amortization (DD&A) - | |||||||||||
| Oil and Gas Properties | 11.47 | 12.00 | |||||||||
| Other Property, Plant and Equipment | 0.46 | 0.49 | |||||||||
| General and Administrative (G&A) | 1.83 | 1.89 | |||||||||
| Interest Expense, Net | 0.62 | 0.81 | |||||||||
Total (1) | $ | 22.55 | $ | 23.12 | |||||||
(1)Total excludes exploration costs, dry hole costs, impairments, marketing costs and taxes other than income.
The primary factors impacting the cost components of per-unit rates of lease and well, transportation costs, gathering and processing costs, DD&A, G&A and net interest expense for the three months ended September 30, 2021, compared to the same period of 2020, are set forth below. See "Operating Revenues and Other" above for a discussion of wellhead volumes.
Lease and well expenses include expenses for EOG-operated properties, as well as expenses billed to EOG from other operators where EOG is not the operator of a property. Lease and well expenses can be divided into the following categories: costs to operate and maintain crude oil and natural gas wells, the cost of workovers and lease and well administrative expenses. Operating and maintenance costs include, among other things, pumping services, salt water disposal, equipment repair and maintenance, compression expense, lease upkeep and fuel and power. Workovers are operations to restore or maintain production from existing wells.
Each of these categories of costs individually fluctuates from time to time as EOG attempts to maintain and increase production while maintaining efficient, safe and environmentally responsible operations. EOG continues to increase its operating activities by drilling new wells in existing and new areas. Operating and maintenance costs within these existing and new areas, as well as the costs of services charged to EOG by vendors, fluctuate over time.
Lease and well expenses of $270 million for the third quarter of 2021 increased $43 million from $227 million for the same prior year period primarily due to increased operating and maintenance costs in the United States ($19 million), increased workovers expenditures in the United States ($15 million) and increased lease and well administrative expenses in the United States ($7 million). Lease and well expenses increased in the United States primarily due to increased operating activities resulting in increased production.
Transportation costs represent costs associated with the delivery of hydrocarbon products from the lease or an aggregation point on EOG's gathering system to a downstream point of sale. Transportation costs include transportation fees, storage and terminal fees, the cost of compression (the cost of compressing natural gas to meet pipeline pressure requirements), the cost of dehydration (the cost associated with removing water from natural gas to meet pipeline requirements), gathering fees and fuel costs.
Transportation costs of $219 million for the third quarter of 2021 increased $39 million from $180 million for the same prior year period primarily due to increased transportation costs related to production from the Permian Basin ($29 million) and the Rocky Mountain area ($10 million).
Gathering and processing costs represent operating and maintenance expenses and administrative expenses associated with operating EOG's gathering and processing assets as well as natural gas processing fees and certain NGL fractionation fees paid to third parties. EOG pays third parties to process the majority of its natural gas production to extract NGLs.
-29-
Gathering and processing costs increased $30 million to $145 million for the third quarter of 2021 compared to $115 million for the same prior year period primarily due to increased gathering and processing fees ($14 million) and operating and maintenance expense ($8 million), both related to production from the Permian Basin.
DD&A of the cost of proved oil and gas properties is calculated using the unit-of-production method. EOG's DD&A rate and expense are the composite of numerous individual DD&A group calculations. There are several factors that can impact EOG's composite DD&A rate and expense, such as field production profiles, drilling or acquisition of new wells, disposition of existing wells and reserve revisions (upward or downward) primarily related to well performance, economic factors and impairments. Changes to these factors may cause EOG's composite DD&A rate and expense to fluctuate from period to period. DD&A of the cost of other property, plant and equipment is generally calculated using the straight-line depreciation method over the useful lives of the assets.
DD&A expenses for the third quarter of 2021 increased $104 million to $927 million from $823 million for the same prior year period. DD&A expenses associated with oil and gas properties for the third quarter of 2021 were $100 million higher than the same prior year period. The increase primarily reflects increased production in the United States ($137 million) and in Trinidad ($5 million), partially offset by lower unit rates in the United States ($39 million). Unit rates in the United States decreased primarily due to reserves added at lower costs as a result of increased efficiencies.
G&A expenses of $142 million for the third quarter of 2021 increased $17 million from $125 million for the same prior year period primarily due to increased employee-related costs ($20 million) and joint interest billings deemed uncollectible ($5 million), partially offset by decreased idle equipment and termination fees ($13 million).
Interest expense, net of $48 million for the third quarter of 2021 decreased $5 million compared to the same prior year period primarily due to the repayment in February 2021 of the $750 million aggregate principal amount of 4.100% Senior Notes due 2021 ($8 million), partially offset by interest payments for late royalty payments on Oklahoma properties ($3 million).
Exploration costs of $44 million for the third quarter of 2021 increased $6 million from $38 million for the same prior year period due primarily to increased geological and geophysical expenditures in the United States.
Impairments include: amortization of unproved oil and gas property costs as well as impairments of proved oil and gas properties; other property, plant and equipment; and other assets. Unproved properties with acquisition costs that are not individually significant are aggregated, and the portion of such costs estimated to be nonproductive is amortized over the remaining lease term. Unproved properties with individually significant acquisition costs are reviewed individually for impairment. When circumstances indicate that a proved property may be impaired, EOG compares expected undiscounted future cash flows at a DD&A group level to the unamortized capitalized cost of the asset. If the expected undiscounted future cash flows, based on EOG's estimates of (and assumptions regarding) future crude oil, NGLs and natural gas prices, operating costs, development expenditures, anticipated production from proved reserves and other relevant data, are lower than the unamortized capitalized cost, the capitalized cost is reduced to fair value. Fair value is generally calculated by using the Income Approach described in the Fair Value Measurement Topic of the Financial Accounting Standards Board's Accounting Standards Codification. In certain instances, EOG utilizes accepted offers from third-party purchasers as the basis for determining fair value.
-30-
The following table represents impairments for the third quarter of 2021 and 2020 (in millions):
| Three Months Ended September 30, | |||||||||||
| 2021 | 2020 | ||||||||||
| Proved properties | $ | 13 | $ | 26 | |||||||
| Unproved properties | 69 | 52 | |||||||||
| Other assets | — | 1 | |||||||||
| Firm commitment contracts | — | — | |||||||||
| Total | $ | 82 | $ | 79 | |||||||
Taxes other than income include severance/production taxes, ad valorem/property taxes, payroll taxes, franchise taxes and other miscellaneous taxes. Severance/production taxes are generally determined based on wellhead revenues, and ad valorem/property taxes are generally determined based on the valuation of the underlying assets.
Taxes other than income for the third quarter of 2021 increased $151 million to $277 million (6.8% of wellhead revenues) from $126 million (7.2% of wellhead revenues) for the same prior year period. The increase in taxes other than income was primarily due to increased severance/production taxes ($142 million) and increased ad valorem/property taxes ($5 million), all in the United States.
EOG recognized an income tax provision of $334 million for the third quarter of 2021 compared to an income tax benefit of $11 million for the third quarter of 2020, primarily due to increased pretax income. The net effective tax rate for the third quarter of 2021 increased to 23% from 19% for the third quarter of 2020, mostly due to stock-based compensation tax deficiencies increasing the effective tax rate on pretax income in the third quarter of 2021 and decreasing the effective tax rate on pretax loss in the third quarter of 2020.
Nine Months Ended September 30, 2021 vs. Nine Months Ended September 30, 2020
Operating Revenues. During the first nine months of 2021, operating revenues increased $4,531 million, or 56%, to $12,598 million from $8,067 million for the same period of 2020. Total wellhead revenues for the first nine months of 2021 increased $5,656 million, or 112%, to $10,705 million from $5,049 million for the same period of 2020. During the first nine months of 2021, EOG recognized net losses on the mark-to-market of financial commodity derivative contracts of $1,288 million compared to net gains of $1,075 million for the same period of 2020. Gathering, processing and marketing revenues for the first nine months of 2021 increased $1,116 million, or 58%, to $3,056 million from $1,940 million for the same period of 2020. Net gains on asset dispositions were $46 million for the first nine months of 2021 compared to net losses of $41 million for the same period of 2020.
-31-
Wellhead volume and price statistics for the nine-month periods ended September 30, 2021 and 2020 were as follows:
| Nine Months Ended September 30, | ||||||||||||||
| 2021 | 2020 | |||||||||||||
| Crude Oil and Condensate Volumes (MBbld) | ||||||||||||||
| United States | 441.3 | 396.6 | ||||||||||||
| Trinidad | 1.7 | 0.5 | ||||||||||||
| Other International | 0.1 | 0.2 | ||||||||||||
| Total | 443.1 | 397.3 | ||||||||||||
Average Crude Oil and Condensate Prices ($/Bbl) (1) | ||||||||||||||
| United States | $ | 65.18 | $ | 37.45 | ||||||||||
| Trinidad | 54.33 | 26.35 | ||||||||||||
| Other International | 42.36 | 45.09 | ||||||||||||
| Composite | 65.14 | 37.44 | ||||||||||||
| Natural Gas Liquids Volumes (MBbld) | ||||||||||||||
| United States | 140.4 | 134.2 | ||||||||||||
| Total | 140.4 | 134.2 | ||||||||||||
Average Natural Gas Liquids Prices ($/Bbl) (1) | ||||||||||||||
| United States | $ | 32.07 | $ | 11.95 | ||||||||||
| Composite | 32.07 | 11.95 | ||||||||||||
| Natural Gas Volumes (MMcfd) | ||||||||||||||
| United States | 1,170 | 1,029 | ||||||||||||
| Trinidad | 221 | 175 | ||||||||||||
| Other International | 12 | 34 | ||||||||||||
| Total | 1,403 | 1,238 | ||||||||||||
Average Natural Gas Prices ($/Mcf) (1) | ||||||||||||||
| United States | $ | 4.30 | $ | 1.38 | ||||||||||
| Trinidad | 3.38 | 2.20 | ||||||||||||
| Other International | 5.67 | 4.45 | ||||||||||||
| Composite | 4.17 | 1.58 | ||||||||||||
| Crude Oil Equivalent Volumes (MBoed) | ||||||||||||||
| United States | 776.8 | 702.3 | ||||||||||||
| Trinidad | 38.5 | 29.8 | ||||||||||||
| Other International | 2.0 | 5.7 | ||||||||||||
| Total | 817.3 | 737.8 | ||||||||||||
| Total MMBoe | 223.1 | 202.2 | ||||||||||||
(1) Excludes the impact of financial commodity derivative instruments (see Note 12 to the Condensed Consolidated Financial Statements).
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Wellhead crude oil and condensate revenues for the first nine months of 2021 increased $3,804 million, or 93%, to $7,879 million from $4,075 million for the same period of 2020 due to a higher composite average price ($3,348 million) and an increase of 45.8 MBbld, or 12%, in wellhead crude oil and condensate production ($456 million). Increased production was primarily in the Permian Basin, partially offset by decreased production in the Eagle Ford. EOG's composite wellhead crude oil and condensate price for the first nine months of 2021 increased 74% to $65.14 per barrel compared to $37.44 per barrel for the same period of 2020.
NGL revenues for the first nine months of 2021 increased $790 million, or 180%, to $1,229 million from $439 million for the same period of 2020 due to a higher composite average price ($772 million) and an increase of 6.2 MBbld, or 5%, in NGL deliveries ($18 million). Increased production was primarily in the Permian Basin and the Rocky Mountain area, partially offset by decreased production in the Fort Worth Basin Barnett Shale and the Eagle Ford. EOG's composite NGL price for the first nine months of 2021 increased 168% to $32.07 per barrel compared to $11.95 per barrel for the same period of 2020.
Wellhead natural gas revenues for the first nine months of 2021 increased $1,062 million, or 199%, to $1,597 million from $535 million for the same period of 2020. The increase was due to a higher composite wellhead natural gas price ($992 million) and an increase in natural gas deliveries ($70 million). Natural gas deliveries for the first nine months of 2021 increased 165 MMcfd, or 13%, compared to the same period of 2020 due primarily to increased production of associated natural gas from the Permian Basin and higher natural gas volumes in Trinidad, partially offset by lower natural gas volumes associated with the disposition of the Marcellus Shale assets in the third quarter of 2020 and lower deliveries in South Texas. EOG's composite wellhead natural gas price for the first nine months of 2021 increased 164% to $4.17 per Mcf compared to $1.58 per Mcf for the same period of 2020.
During the first nine months of 2021, EOG recognized net losses on the mark-to-market of financial commodity derivative contracts of $1,288 million compared to net gains of $1,075 million for the same period of 2020. During the first nine months of 2021, net cash paid for settlements of financial commodity derivative contracts was $516 million compared to net cash received from settlements of financial commodity derivative contracts of $999 million for the same period of 2020.
Gathering, processing and marketing revenues less marketing costs for the first nine months of 2021 increased $180 million as compared to the same period of 2020 primarily due to higher margins on crude oil marketing activities, partially offset by lower margins on natural gas marketing activities. The margin on crude oil marketing activities for the first nine months of 2020 was negatively impacted by the price decline for crude oil in inventory awaiting delivery to customers and EOG's decision early in the second quarter of 2020 to reduce commodity price volatility by selling May and June 2020 deliveries under fixed price arrangements.
Operating and Other Expenses. For the first nine months of 2021, operating expenses of $9,024 million were $75 million lower than the $9,099 million incurred during the same period of 2020. The following table presents the costs per Boe for the nine-month periods ended September 30, 2021 and 2020:
| Nine Months Ended September 30, | |||||||||||
| 2021 | 2020 | ||||||||||
| Lease and Well | $ | 3.63 | $ | 3.97 | |||||||
| Transportation Costs | 2.85 | 2.67 | |||||||||
| Gathering and Processing Costs | 1.85 | 1.68 | |||||||||
| DD&A - | |||||||||||
| Oil and Gas Properties | 11.79 | 12.02 | |||||||||
| Other Property, Plant and Equipment | 0.49 | 0.49 | |||||||||
| G&A | 1.67 | 1.83 | |||||||||
| Interest Expense, Net | 0.63 | 0.75 | |||||||||
Total (1) | $ | 22.91 | $ | 23.41 | |||||||
(1)Total excludes exploration costs, dry hole costs, impairments, marketing costs and taxes other than income.
-33-
The primary factors impacting the cost components of per-unit rates of lease and well, transportation costs, gathering and processing costs, DD&A, and net interest expense for the nine months ended September 30, 2021, compared to the same period of 2020 are set forth below. See "Operating Revenues" above for a discussion of wellhead volumes.
Lease and well expenses of $810 million for the first nine months of 2021 increased $8 million from $802 million for the same prior year period primarily due to increased workovers expenditures in the United States ($12 million) and increased operating and maintenance costs in Trinidad ($4 million), partially offset by decreased operating and maintenance costs in Canada ($6 million) and the United States ($3 million).
Transportation costs of $635 million for the first nine months of 2021 increased $95 million from $540 million for the same prior year period primarily due to increased transportation costs related to production from the Permian Basin ($91 million) and the Rocky Mountain area ($17 million), partially offset by decreased transportation costs related to production from the Eagle Ford ($7 million).
Gathering and processing costs of $412 million for the first nine months of 2021 increased $72 million compared to the same prior year period primarily due to increased gathering and processing fees related to production from the Permian Basin ($31 million) and the Rocky Mountain area ($12 million), increased operating and maintenance expenses related to production from the Permian Basin ($13 million) and the Rocky Mountain area ($7 million) and increased gathering and processing general and administrative costs in the United States ($11 million).
DD&A expenses for the first nine months of 2021 increased $211 million to $2,741 million from $2,530 million for the same prior year period. DD&A expenses associated with oil and gas properties for the first nine months of 2021 were $199 million higher than the same prior year period. The increase primarily reflects increased production in the United States ($239 million) and in Trinidad ($11 million) and higher unit rates in Trinidad ($12 million), partially offset by lower unit rates in the United States ($55 million). Unit rates in the United States decreased primarily due to reserves added at lower costs as a result of increased efficiencies. DD&A expenses associated with other property, plant and equipment for the first nine months of 2021 were $11 million higher than the same prior year period primarily due to an increase in expense related to storage assets.
Interest expense, net of $140 million for the first nine months of 2021 decreased $12 million compared to the same prior year period primarily due to the repayment in February 2021 of the $750 million aggregate principal amount of 4.100% Senior Notes due 2021 ($21 million), repayment in June 2020 of the $500 million aggregate principal amount of 4.40% Senior Notes due 2020 ($9 million) and repayment in April 2020 of the $500 million aggregate principal amount of 2.45% Senior Notes due 2020 ($3 million), partially offset by the issuance in April 2020 of the $750 million aggregate principal amount of 4.950% Senior Notes due 2050 ($11 million) and issuance in April 2020 of the $750 million aggregate principal amount of 4.375% Senior Notes due 2030 ($10 million).
Exploration costs of $112 million for the first nine months of 2021 increased $7 million from $105 million for the same prior year period due primarily to increased geological and geophysical expenditures ($9 million), partially offset by decreased general and administrative expenditures ($5 million), all in the United States.
The following table represents impairments for the nine-month periods ended September 30, 2021 and 2020 (in millions):
| Nine Months Ended September 30, | |||||||||||
| 2021 | 2020 | ||||||||||
| Proved properties | $ | 13 | $ | 1,185 | |||||||
| Unproved properties | 155 | 421 | |||||||||
| Other assets | — | 291 | |||||||||
| Firm commitment contracts | 2 | 60 | |||||||||
| Total | $ | 170 | $ | 1,957 | |||||||
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Impairments of proved properties in the first nine months of 2020 were primarily due to the decline in commodity prices and were primarily related to the write-down to fair value of legacy and non-core natural gas, crude oil and combo plays in the United States. Impairments of unproved oil and gas properties included charges of $252 million in the first nine months of 2020 for certain leasehold costs that are no longer expected to be developed before expiration. Impairments of other assets in the first nine months of 2020 were primarily for the write-down to fair value of sand and crude-by-rail assets and a commodity price-related write-down of other assets. Impairments of firm commitment contracts in the first nine months of 2020 were a result of the decision to exit the Horn River Basin in Canada.
Taxes other than income for the first nine months of 2021 increased $367 million to $731 million (6.8% of wellhead revenues) from $364 million (7.2% of wellhead revenues) for the same prior year period. The increase in taxes other than income was primarily due to increased severance/production taxes ($347 million) and decreased state severance tax refunds ($13 million), all in the United States, and increased severance/production taxes in Trinidad ($5 million).
Other income, net for the first nine months of 2021 decreased $17 million compared to the same prior year period primarily due to an increase in deferred compensation expense ($18 million) and decreased interest income ($8 million), partially offset by higher equity income from ammonia plants in Trinidad ($11 million).
EOG recognized an income tax provision of $755 million for the first nine months of 2021 compared to an income tax benefit of $225 million for the first nine months of 2020, primarily due to increased pretax income. The net effective tax rate for the first nine months of 2021 increased to 22% from 19% in the first nine months of 2020. The higher effective tax rate is mostly due to taxes attributable to EOG's foreign operations.
Capital Resources and Liquidity
Cash Flow. The primary sources of cash for EOG during the nine months ended September 30, 2021, were funds generated from operations and proceeds from sales of assets. The primary uses of cash were funds used in operations; exploration and development expenditures; dividend payments to stockholders; long-term debt repayments; net cash paid for settlements of commodity derivative contracts and other property, plant and equipment expenditures. During the first nine months of 2021, EOG's cash balance increased $964 million to $4,293 million from $3,329 million at December 31, 2020.
Net cash provided by operating activities of $5,625 million for the first nine months of 2021 increased $1,738 million compared to the same period of 2020 primarily due to an increase in wellhead revenues ($5,656 million) and an increase in gathering, processing and marketing revenues less marketing costs ($180 million), partially offset by an increase in net cash paid for settlements of financial commodity derivative contracts ($1,515 million), net cash used in working capital in the first nine months of 2021 ($897 million) compared to net cash provided by working capital in the first nine months of 2020 ($467 million), an unfavorable change in net cash paid for income taxes ($1,038 million) and an increase in cash operating expenses ($529 million).
Net cash used in investing activities of $2,582 million for the first nine months of 2021 decreased $129 million compared to the same period of 2020 due to net cash provided by working capital associated with investing activities in the first nine months of 2021 ($100 million) compared to net cash used in working capital associated with investing activities in the first nine months of 2020 ($276 million) and a decrease in additions to other property, plant and equipment ($18 million), partially offset by an increase in additions to oil and gas properties ($230 million) and a decrease in proceeds from the sale of assets ($35 million).
Net cash used in financing activities of $2,079 million for the first nine months of 2021 included cash dividend payments ($1,278 million), repayments of long-term debt ($750 million), purchases of treasury stock in connection with stock compensation plans ($33 million) and repayment of finance lease liabilities ($27 million). Net cash used in financing activities of $140 million for the first nine months of 2020 included repayments of long-term debt ($1,000 million) and cash dividend payments ($601 million), partially offset by net proceeds from the issuance of long-term debt ($1,484 million).
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Total Expenditures. For the year 2021, EOG's updated budget for exploration and development and other property, plant and equipment expenditures is estimated to range from approximately $3.8 billion to $4.0 billion, excluding acquisitions and non-cash transactions. The table below sets out components of total expenditures for the nine-month periods ended September 30, 2021 and 2020 (in millions):
| Nine Months Ended September 30, | |||||||||||
| 2021 | 2020 | ||||||||||
| Expenditure Category | |||||||||||
| Capital | |||||||||||
| Exploration and Development Drilling | $ | 2,097 | $ | 2,072 | |||||||
| Facilities | 287 | 248 | |||||||||
Leasehold Acquisitions (1) | 194 | 163 | |||||||||
Property Acquisitions (2) | 99 | 74 | |||||||||
| Capitalized Interest | 24 | 24 | |||||||||
| Subtotal | 2,701 | 2,581 | |||||||||
| Exploration Costs | 112 | 105 | |||||||||
| Dry Hole Costs | 28 | 13 | |||||||||
| Exploration and Development Expenditures | 2,841 | 2,699 | |||||||||
| Asset Retirement Costs | 56 | 69 | |||||||||
| Total Exploration and Development Expenditures | 2,897 | 2,768 | |||||||||
Other Property, Plant and Equipment (3) | 221 | 238 | |||||||||
| Total Expenditures | $ | 3,118 | $ | 3,006 | |||||||
(1) Leasehold acquisitions included $37 million and $128 million for the nine-month periods ended September 30, 2021 and 2020, respectively, related to non-cash property exchanges.
(2) Property acquisitions included $4 million and $7 million for the nine-month periods ended September 30, 2021 and 2020, respectively, related to non-cash property exchanges.
(3) Other property, plant and equipment included $74 million and $73 million of non-cash additions for the nine-month periods ended September 30, 2021 and 2020, respectively, primarily related to finance lease transactions for storage facilities.
Exploration and development expenditures of $2,841 million for the first nine months of 2021 were $142 million higher than the same period of 2020 primarily due to increased exploration and development drilling expenditures in the United States ($47 million) and Other International ($21 million), increased facilities expenditures ($39 million), increased leasehold acquisitions ($31 million) and increased property acquisitions ($25 million), partially offset by decreased exploration and development expenditures in Trinidad ($44 million). Exploration and development expenditures for the first nine months of 2021 of $2,841 million consisted of $2,299 million in development drilling and facilities, $419 million in exploration, $99 million in property acquisitions and $24 million in capitalized interest. Exploration and development expenditures for the first nine months of 2020 of $2,699 million consisted of $2,236 million in development drilling and facilities, $365 million in exploration, $74 million in property acquisitions and $24 million in capitalized interest.
The level of exploration and development expenditures, including acquisitions, will vary in future periods depending on energy market conditions and other economic factors. EOG believes it has significant flexibility and availability with respect to financing alternatives and the ability to adjust its exploration and development expenditure budget as circumstances warrant. While EOG has certain continuing commitments associated with expenditure plans related to its operations, such commitments are not expected to be material when considered in relation to the total financial capacity of EOG.
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Commodity Derivative Transactions. As more fully discussed in Note 12 to the Consolidated Financial Statements included in EOG's Annual Report on Form 10-K for the year ended December 31, 2020, filed on February 25, 2021, 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 crude oil, NGLs and natural gas. EOG utilizes financial commodity derivative instruments, primarily price swap, option, swaption, collar and basis swap contracts, as a means to manage this price risk. EOG has not designated any of its financial commodity derivative contracts as accounting hedges and, accordingly, accounts for financial commodity derivative contracts using the mark-to-market accounting method. Under this accounting method, changes in the fair value of outstanding financial instruments are recognized as gains or losses in the period of change and are recorded as Gains (Losses) on Mark-to-Market Commodity Derivative Contracts on the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). The related cash flow impact is reflected in Cash Flows from Operating Activities on the Condensed Consolidated Statements of Cash Flows.
The total fair value of EOG's commodity derivative contracts was reflected on the Condensed Consolidated Balance Sheets at September 30, 2021, as a net liability of $301 million.
Commodity Derivative Contracts. Presented below is a comprehensive summary of EOG's financial commodity derivative contracts as of October 29, 2021. Crude oil and NGL volumes are presented in MBbld and prices are presented in $/Bbl. Natural gas volumes are presented in MMBtu per day (MMBtud) and prices are presented in dollars per MMBtu ($/MMBtu).
| Crude Oil Financial Price Swap Contracts | ||||||||||||||||||||
| Contracts Sold | ||||||||||||||||||||
| Period | Settlement Index | Volume (MBbld) | Weighted Average Price ($/Bbl) | |||||||||||||||||
| January 2021 (closed) | NYMEX West Texas Intermediate (WTI) | 151 | $ | 50.06 | ||||||||||||||||
| February - March 2021 (closed) | NYMEX WTI | 201 | 51.29 | |||||||||||||||||
| April - June 2021 (closed) | NYMEX WTI | 150 | 51.68 | |||||||||||||||||
| July - September 2021 (closed) | NYMEX WTI | 150 | 52.71 | |||||||||||||||||
| January - March 2022 | NYMEX WTI | 140 | 65.58 | |||||||||||||||||
| April - June 2022 | NYMEX WTI | 140 | 65.62 | |||||||||||||||||
| July - September 2022 | NYMEX WTI | 140 | 65.59 | |||||||||||||||||
| October - December 2022 | NYMEX WTI | 140 | 65.68 | |||||||||||||||||
| January - March 2023 | NYMEX WTI | 150 | 67.92 | |||||||||||||||||
| April - June 2023 | NYMEX WTI | 120 | 67.79 | |||||||||||||||||
| July - September 2023 | NYMEX WTI | 9 | 68.00 | |||||||||||||||||
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| Crude Oil Basis Swap Contracts | ||||||||||||||||||||
| Contracts Sold | ||||||||||||||||||||
| Period | Settlement Index | Volume (MBbld) | Weighted Average Price Differential ($/Bbl) | |||||||||||||||||
| February 2021 (closed) | NYMEX WTI Roll Differential (1) | 30 | $ | 0.11 | ||||||||||||||||
| March - November 2021 (closed) | NYMEX WTI Roll Differential (1) | 125 | 0.17 | |||||||||||||||||
| December 2021 | NYMEX WTI Roll Differential (1) | 125 | 0.17 | |||||||||||||||||
| January - December 2022 | NYMEX WTI Roll Differential (1) | 125 | 0.15 | |||||||||||||||||
(1) This settlement index is used to fix the differential in pricing between the NYMEX calendar month average and the physical crude oil delivery month.
| NGL Financial Price Swap Contracts | ||||||||||||||||||||
| Contracts Sold | ||||||||||||||||||||
| Period | Settlement Index | Volume (MBbld) | Weighted Average Price ($/Bbl) | |||||||||||||||||
| January - October 2021 (closed) | Mont Belvieu Propane (non-Tet) | 15 | $ | 29.44 | ||||||||||||||||
| November - December 2021 | Mont Belvieu Propane (non-Tet) | 15 | 29.44 | |||||||||||||||||
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| Natural Gas Financial Price Swap Contracts | ||||||||||||||||||||||||||||||||
| Contracts Sold | Contracts Purchased | |||||||||||||||||||||||||||||||
| Period | Settlement Index | Volume (MMBtud in thousands) | Weighted Average Price ($/MMBtu) | Volume (MMBtud in thousands) | Weighted Average Price ($/MMBtu) | |||||||||||||||||||||||||||
| January - March 2021 (closed) | NYMEX Henry Hub | 500 | $ | 2.99 | 500 | $ | 2.43 | |||||||||||||||||||||||||
| April - September 2021 (closed) | NYMEX Henry Hub | 500 | 2.99 | 570 | 2.81 | |||||||||||||||||||||||||||
| October - November 2021 (closed) | NYMEX Henry Hub | 500 | 2.99 | 500 | 2.83 | |||||||||||||||||||||||||||
| December 2021 | NYMEX Henry Hub | 500 | 2.99 | 500 | 2.83 | |||||||||||||||||||||||||||
January - December 2022 (closed) (1) | NYMEX Henry Hub | 20 | 2.75 | — | — | |||||||||||||||||||||||||||
| January - December 2022 | NYMEX Henry Hub | 725 | 3.57 | — | — | |||||||||||||||||||||||||||
| January - December 2023 | NYMEX Henry Hub | 725 | 3.18 | — | — | |||||||||||||||||||||||||||
| January - December 2024 | NYMEX Henry Hub | 725 | 3.07 | — | — | |||||||||||||||||||||||||||
| January - December 2025 | NYMEX Henry Hub | 725 | 3.07 | — | — | |||||||||||||||||||||||||||
| April - September 2021 (closed) | Japan Korea Marker (JKM) | 70 | 6.65 | — | — | |||||||||||||||||||||||||||
(1) In January 2021, EOG executed the early termination provision granting EOG the right to terminate all of its 2022 natural gas price swap contracts which were open at that time. EOG received net cash of $0.6 million for the settlement of these contracts.
| Natural Gas Basis Swap Contracts | ||||||||||||||||||||
| Contracts Sold | ||||||||||||||||||||
| Period | Settlement Index | Volume (MMBtud in thousands) | Weighted Average Price ($/MMBtu) | |||||||||||||||||
| January - December 2022 | NYMEX Henry Hub Houston Ship Channel (HSC) Differential (1) | 140 | $ | 0.01 | ||||||||||||||||
| January - December 2023 | NYMEX Henry Hub HSC Differential (1) | 65 | 0.00 | |||||||||||||||||
| January - December 2024 | NYMEX Henry Hub HSC Differential (1) | 10 | 0.00 | |||||||||||||||||
| January - December 2025 | NYMEX Henry Hub HSC Differential (1) | 10 | 0.00 | |||||||||||||||||
(1) This settlement index is used to fix the differential between pricing at the Houston Ship Channel and NYMEX Henry Hub prices.
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Information Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, including, among others, statements and projections regarding EOG's future financial position, operations, performance, business strategy, goals, returns and rates of return, budgets, reserves, levels of production, capital expenditures, costs and asset sales, statements regarding future commodity prices and statements regarding the plans and objectives of EOG's management for future operations, are forward‐looking statements. EOG typically uses words such as "expect," "anticipate," "estimate," "project," "strategy," "intend," "plan," "target," "aims," "goal," "may," "will," "focused on," "should" and "believe" or the negative of those terms or other variations or comparable terminology to identify its forward‐looking statements. In particular, statements, express or implied, concerning EOG's future operating results and returns or EOG's ability to replace or increase reserves, increase production, generate returns and rates of return, replace or increase drilling locations, reduce or otherwise control operating costs and capital expenditures, generate cash flows, pay down or refinance indebtedness, or pay and/or increase dividends are forward‐looking statements. Forward-looking statements are not guarantees of performance. Although EOG believes the expectations reflected in its forward-looking statements are reasonable and are based on reasonable assumptions, no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (in full or at all) or will prove to have been correct. Moreover, EOG's forward-looking statements may be affected by known, unknown or currently unforeseen risks, events or circumstances that may be outside EOG's control. Important factors that could cause EOG's actual results to differ materially from the expectations reflected in EOG's forward-looking statements include, among others:
•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 (i) economically develop its acreage in, (ii) produce reserves and achieve anticipated production levels and rates of return from, (iii) decrease or otherwise control its drilling, completion, operating and capital costs related to, and (iv) maximize reserve recovery from, its existing and future crude oil and natural gas exploration and development projects and associated potential and existing drilling locations;
•the extent to which EOG is successful in its efforts to market its production of crude oil and condensate, natural gas liquids, and natural gas;
•security threats, including cybersecurity threats and disruptions to our business and operations from breaches of our information technology systems, physical breaches of our facilities and other infrastructure or breaches of the information technology systems, facilities and infrastructure of third parties with which we transact business;
•the availability, proximity and capacity of, and costs associated with, appropriate gathering, processing, compression, storage, transportation, refining, and export 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 any changes or other actions which may result from the recent U.S. elections and change in U.S. administration and including tax laws and regulations; climate change and other 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 affecting the leasing of acreage and permitting for oil and gas drilling and the calculation of royalty payments in respect of oil and gas production; laws and regulations imposing additional permitting and disclosure requirements, additional operating restrictions and 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 drilling, completing and operating 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;
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•the availability and cost of employees and other personnel, facilities, equipment, materials (such as water and tubulars) 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, storage, transportation, and export 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 to which EOG is successful in its completion of planned asset dispositions;
•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;
•the duration and economic and financial impact of epidemics, pandemics or other public health issues, including the COVID-19 pandemic;
•geopolitical factors and political conditions and developments around the world (such as the imposition of tariffs or trade or other economic sanctions, 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; and
•the other factors described under ITEM 1A, Risk Factors of EOG's Annual Report on Form 10-K for the fiscal year ended December 31, 2020, 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.
In light of these risks, uncertainties and assumptions, the events anticipated by EOG's forward-looking statements may not occur, and, if any of such events do, we may not have anticipated the timing of their occurrence or the duration or extent of their impact on our actual results. Accordingly, you should not place any undue reliance on any of EOG's forward-looking statements. EOG's forward-looking statements speak only as of the date made, and EOG undertakes no obligation, other than as required by applicable law, to update or revise its forward-looking statements, whether as a result of new information, subsequent events, anticipated or unanticipated circumstances or otherwise.
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PART I. FINANCIAL INFORMATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
EOG RESOURCES, INC.
EOG's exposure to commodity price risk, interest rate risk and foreign currency exchange rate risk is discussed in (i) the "Commodity Derivative Transactions," "Financing," "Foreign Currency Exchange Rate Risk" and "Outlook" sections of "Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Resources and Liquidity" on pages 45 through 53 of EOG's Annual Report on Form 10-K for the year ended December 31, 2020, filed on February 25, 2021 (EOG's 2020 Annual Report); and (ii) Note 12, "Risk Management Activities," to EOG's Consolidated Financial Statements on pages F-31 through F-36 of EOG's 2020 Annual Report. There have been no material changes in this information. For additional information regarding EOG's financial commodity derivative contracts and physical commodity contracts, see (i) Note 12, "Risk Management Activities," to EOG's Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q; (ii) "Management's Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations - Operating Revenues" in this Quarterly Report on Form 10-Q; and (iii) "Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Resources and Liquidity - Commodity Derivative Transactions" in this Quarterly Report on Form 10-Q.
ITEM 4. CONTROLS AND PROCEDURES
EOG RESOURCES, INC.
Disclosure Controls and Procedures. EOG's management, with the participation of EOG's principal executive officer and principal financial officer, evaluated the effectiveness of EOG's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act)) as of the end of the period covered by this Quarterly Report on Form 10-Q (Evaluation Date). Based on this evaluation, EOG's principal executive officer and principal financial officer have concluded that EOG's disclosure controls and procedures were effective as of the Evaluation Date in ensuring that information that is required to be disclosed in the reports EOG files or furnishes under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission's rules and forms and (ii) accumulated and communicated to EOG's management, as appropriate, to allow timely decisions regarding required disclosure.
Internal Control Over Financial Reporting. There were no changes in EOG's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) that occurred during the quarterly period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, EOG's internal control over financial reporting.
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PART II. OTHER INFORMATION
EOG RESOURCES, INC.
ITEM 1. LEGAL PROCEEDINGS
See Part I, Item 1, Note 8 to Condensed Consolidated Financial Statements, which is incorporated herein by reference.
Item 103 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, requires disclosure regarding certain proceedings arising under federal, state or local environmental laws when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that EOG reasonably believes will exceed a specified threshold. Pursuant to recent amendments to this item, EOG will be using a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required. EOG believes proceedings under this threshold are not material to EOG's business and financial condition. Applying this threshold, there are no environmental proceedings to disclose for the quarter ended September 30, 2021.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table sets forth, for the periods indicated, EOG's share repurchase activity:
| 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) (3) | ||||||||||||||||||||||
| July 1, 2021 - July 31, 2021 | 6,410 | $ | 79.96 | — | 6,386,200 | |||||||||||||||||||||
| August 1, 2021 - August 31, 2021 | 3,547 | 72.82 | — | 6,386,200 | ||||||||||||||||||||||
| September 1, 2021 - September 30, 2021 | 247,167 | 82.06 | — | 6,386,200 | ||||||||||||||||||||||
| Total | 257,124 | 81.88 | — | |||||||||||||||||||||||
(1)The 257,124 total shares for the quarter ended September 30, 2021, consist solely of 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, or performance 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 third quarter of 2021, EOG did not repurchase any shares under the Board-authorized repurchase program. EOG last repurchased shares under this program in March 2003.
(3)On November 4, 2021, the Board (i) established a new share repurchase authorization to allow for the repurchase by EOG of up to $5 billion of its common stock and (ii) revoked and terminated the share repurchase authorization established by the Board in September 2001. Under the new authorization, EOG may repurchase shares from time to time, at management's discretion, in accordance with applicable securities laws, including through open market transactions, privately negotiated transactions or any combination thereof. The timing and amount of repurchases, if any, will be at the discretion of EOG's management and will depend on a variety of factors, including the then-trading price of EOG's common stock, corporate and regulatory requirements, and other market and economic conditions. Repurchased shares will be held as treasury shares and will be available for general corporate purposes. The new share repurchase authorization has no time limit, does not require EOG to repurchase a specific number of shares and may be modified, suspended, or terminated by the Board at any time. No shares have been repurchased under the new authorization as of the date of this filing.
ITEM 4. MINE SAFETY DISCLOSURES
The information concerning mine safety violations and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95 to this Quarterly Report on Form 10-Q.
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ITEM 6. EXHIBITS
Exhibit No. | Description | |||||||
| 3.1(a) | - | |||||||
| 3.1(b) | - | |||||||
| 3.1(c) | - | |||||||
| 3.1(d) | - | |||||||
| 3.1(e) | - | |||||||
| 3.1(f) | - | |||||||
| 3.1(g) | - | |||||||
| 3.1(h) | - | |||||||
| 3.1(i) | - | |||||||
| 3.1(j) | - | |||||||
| 3.1(k) | - | |||||||
| 3.1(l) | - | |||||||
| 3.1(m) | - | |||||||
| 3.1(n) | - | |||||||
| 3.2 | - | |||||||
| 10.1 | - | |||||||
| 10.2 | - | |||||||
-44-
| Exhibit No. | Description | |||||||
| 10.3 | - | |||||||
| 10.4 | - | |||||||
| 10.5 | - | |||||||
| 10.6 | - | |||||||
| 31.1 | - | |||||||
| 31.2 | - | |||||||
| 32.1 | - | |||||||
| 32.2 | - | |||||||
| 95 | - | |||||||
| 101.INS | - | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||||
| *101.SCH | - | Inline XBRL Schema Document. | ||||||
| *101.CAL | - | Inline XBRL Calculation Linkbase Document. | ||||||
| *101.DEF | - | Inline XBRL Definition Linkbase Document. | ||||||
| *101.LAB | - | Inline XBRL Label Linkbase Document. | ||||||
| *101.PRE | - | Inline XBRL Presentation Linkbase Document. | ||||||
| 104 | - | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||||||
*Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) - Three Months and Nine Months ended September 30, 2021 and 2020, (ii) the Condensed Consolidated Balance Sheets - September 30, 2021 and December 31, 2020, (iii) the Condensed Consolidated Statements of Stockholders' Equity - Three Months and Nine Months Ended September 30, 2021 and 2020, (iv) the Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2021 and 2020 and (v) the Notes to Condensed Consolidated Financial Statements.
-45-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| EOG RESOURCES, INC. | |||||||||||
| (Registrant) | |||||||||||
| Date: | November 4, 2021 | By: | /s/ TIMOTHY K. DRIGGERS Timothy K. Driggers Executive Vice President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer) | ||||||||
-46-
Exhibit 10.1
This document constitutes part of a prospectus covering securities
that have been registered under the Securities Act of 1933.
EOG RESOURCES, INC.
RESTRICTED STOCK AWARD AGREEMENT
GRANTEE: [Participant Name: First Name Middle Name Last Name] [Participant ID: Participant ID]
Congratulations! If you accept the terms of this Agreement, you will be granted an Award of EOG Resources, Inc. Restricted Stock as follows:
| Date of Grant | [Grant Date: Month DD, YYYY] | |||||||
| Shares of Restricted Stock granted under this Award | [Granted: Shares Granted] | |||||||
| Vesting Date | Third anniversary of Date of Grant | |||||||
If you accept the terms of this Agreement, the Compensation Committee of the Board of EOG Resources, Inc. (the “Company”) hereby grants to you, the above-named Grantee, effective as of the Date of Grant set forth above, a Restricted Stock Award (the “Award”) in accordance with the terms set forth below.
General. This Restricted Stock Award Agreement (this “Agreement”) is governed by the terms and conditions of the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan (as may be amended from time to time, the “Plan”), which is hereby made a part of this Agreement. All capitalized terms that are not defined in this Agreement have the meanings ascribed to them under the Plan. Under the terms of this Agreement and the Plan, a Restricted Stock book entry will be maintained by the Company (or its agent) until you become vested in the shares of Restricted Stock. You will have voting rights with respect to the shares of Restricted Stock.
Vesting. Assuming your continuous employment with the Company or an Affiliate, this Award shall vest on the Vesting Date and the shares of Restricted Stock shall be released on the first business day following the Vesting Date (or as soon as administratively practicable thereafter, but no later than 60 days following such date).
Termination of Employment. In the event of Involuntary Termination for performance reasons, Termination for Cause, or voluntary termination prior to the Vesting Date, all shares of Restricted Stock awarded hereunder shall be forfeited and canceled. Further, if your employment with the Company or an Affiliate is otherwise terminated prior to the Vesting Date, this Award shall terminate and all shares of Restricted Stock awarded hereunder shall be forfeited and canceled, except as provided below.
Due to Death or Disability. If your employment with the Company or an Affiliate terminates due to death or Disability prior to the Vesting Date, all forfeiture restrictions on the shares of Restricted Stock awarded hereunder shall lapse and all shares shall be released to your beneficiary or you as soon as administratively practicable following the effective date of such termination (but no later than 60 days following such date).
Due to Retirement After Age 62. If your employment with the Company or an Affiliate terminates prior to the Vesting Date due to Retirement after attaining age 62 with at least five years of service with the Company, all forfeiture restrictions on the shares of Restricted Stock awarded hereunder shall lapse and all shares shall be released to you as soon as administratively practicable following the later of the expiration of your Notice Period (as defined below) or the effective date of your Retirement (but no later than 60 days following the latter of such dates).
Due to Retirement Prior to Age 62. If your employment with the Company or an Affiliate terminates voluntarily prior to the Vesting Date and your termination is designated in writing by the Company as a Company-approved Retirement prior to age 62 with at least five years of service with the Company, subject to such restrictions as the Company may impose (including, but not limited to, a post-employment six-month non-competition agreement), for each whole year that has passed prior to the effective date of your Retirement since the Date of Grant set forth above, 33% of the shares of Restricted Stock awarded hereunder (rounded down to the next whole share) shall be released to you as soon as administratively practicable following the six-month anniversary of such Company-approved Retirement (but no later than 60 days after such anniversary), unless you violate the provisions of any restrictive covenants to which you are subject (including those set forth in any post-employment non-competition agreement between you and the Company), in which case, under the terms of this Agreement, all shares of Restricted Stock shall be forfeited and canceled.
Due to Involuntary Termination for Other than Performance Reasons. In the event of Involuntary Termination for any reason other than performance reasons prior to the Vesting Date, for each whole year that has passed prior to the effective date of your Involuntary Termination since the Date of Grant set forth above, 33% of the shares of Restricted Stock awarded hereunder (rounded down to the next whole share) shall be released to you as soon as administratively practicable following the effective date of such Involuntary Termination (but no later than 60 days following such date).
Due to a Change in Control. Upon the termination of your employment by the Company without Cause or by you for Good Reason during the two-year period following a Change in Control of the Company prior to the Vesting Date, all forfeiture restrictions on the shares of Restricted Stock awarded hereunder shall lapse as of the date of your termination and such shares shall be released to you as soon as administratively practicable following the date of your termination (but no later than 60 days following such date).
Dividends. Pursuant to Section 7.5 of the Plan, (i) dividends on unvested shares of Restricted Stock shall accrue and be credited by the Company for your benefit, and (ii) such dividends shall not be paid to you until (and to the extent) you become vested in such shares of Restricted Stock and shall be forfeited in the event of (and to the extent of) the forfeiture and cancellation of such shares of Restricted Stock pursuant to this Agreement.
Delivery of Documents. By accepting the terms of this Agreement, you consent to the electronic delivery of documents related to your current or future participation in the Plan (including the Plan documents; this Agreement; any other prospectus or other documents describing the terms and conditions of the Plan and this Award; and the Company’s then-most recent annual report to stockholders, Annual Report on Form 10-K and definitive proxy statement), and you acknowledge that such electronic delivery may be made by the Company, in its sole discretion, by one or more of the following methods: (i) the posting of such documents on the Company’s intranet website or external website; (ii) the posting of such documents on the UBS Financial Services, Inc. website; (iii) the delivery of such documents via the UBS Financial Services, Inc. website; (iv) the posting of such documents to another Company intranet website or third party internet website accessible by you; or (v) delivery via electronic mail, by attaching such documents to such electronic email and/or including a link to such documents on a Company intranet website or external website or third party internet website accessible by you. Notwithstanding the foregoing, you also acknowledge that the Company may, in its sole discretion (and as an alternative to, or in addition to, electronic delivery) deliver a paper copy of any such documents to you. You further acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost to you by contacting the Company (Attention: Human Resources Department) by telephone or in writing.
Notice of Termination of Employment. By accepting the terms of this Agreement, you agree that your employment with the Company may be terminated at any time either by you or the Company, at will and with or without cause. However, you agree that you will provide the Company with advance written notice (“Written Notice”) of your departure from the Company. The Written Notice must be provided at least 14 days prior to terminating your employment with the Company unless the reason for the termination of your employment is Retirement, in which case the Written Notice must be provided at least 30 days prior to terminating your employment with the Company (such advance period, in either case, the “Notice Period”).
Written Notice Requirements. If you have accepted an offer of employment or offer to associate with any business or venture or have received such an offer that you may accept, your Written Notice must provide the name of such business or venture, your new position’s job title, and a description of your duties in the new position. If in the opinion of the Company, in its sole discretion, your work for such business or venture may result in your use of the Company’s confidential or proprietary information; if your Written Notice does not provide the name of the business or venture with which you have accepted an offer of employment or offer to associate or from which you have received such an offer that you plan to accept; or if an extension is necessary to ensure business continuity; the Company may give you written notice requiring that the Notice Period be extended to a maximum of 60 days. The Company has a Written Notice form that you must complete and return to the Company’s Chief Human Resources Officer, the Vice President or General Manager to whom you report, or any executive officer of the Company. The Company will mail or deliver any Notice Period extension to your last known address within 14 days of receipt of your Written Notice.
Continued Employment During the Notice Period. During the Notice Period, you will remain an employee of the Company, and you may be required to continue the duties of your employment or assist the Company in transferring your responsibilities to an employee or other person designated by the Company. You shall remain available to meet with Company representatives. Further, you agree that during the Notice Period, the Company may, in its sole discretion, (a) limit you from your active duties and responsibilities, in whole or in part; (b) limit your access to the Company’s facilities; (c) limit your communications with the Company’s other employees, vendors, customers, or competitors; and (d) limit your access to the Company’s information systems and documents.
Compensation and Benefits During the Notice Period. During the Notice Period, the Company will continue to pay you your regular salary, less any applicable withholdings, and you may continue to participate in benefits in which you are enrolled.
Full Time and Attention. You agree to devote your full time and attention during normal working hours to the service of the Company. You shall not engage in any business or secondary employment that interferes with your obligations and responsibilities to the Company. Outside work must not be done on Company time and must not involve the use of Company resources. You further agree that during your employment with the Company you will not (1) engage in any business competitive with the business conducted by the Company; (2) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company; or (3) induce any employee of the Company to terminate employment with the Company or hire or assist in the hiring of any such employee by any person, association, or entity not affiliated with the Company.
Confidentiality. You agree to maintain the confidentiality of confidential or proprietary information entrusted to you by the Company or others with whom the Company does business, both during and after the termination of your employment with the Company. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or others with whom the Company does business, if disclosed. It also includes non-public information that vendors, customers and other companies have entrusted to the Company. Proprietary information includes seismic, geological and geophysical data, prospect and trend information, intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as exploration, production and marketing plans, engineering and manufacturing ideas, designs, databases, records, salary and employee performance information and any unpublished financial data and reports. Unauthorized use or distribution of this information is a violation of Company policy. Such information is to be used solely for Company purposes and never for the private gain of a director, officer or employee (or any member of his or her family), or any third party.
Non-Solicitation Following Termination of Employment. You agree that if your employment with the Company terminates for any reason, for 365 days following your termination of employment, you will not hire, attempt to hire, or knowingly solicit for employment any person (1) who is employed at the Company or (2) who was employed by the Company during the 60 days prior to the termination of your employment.
Material Terms. You understand and agree that the provisions of this Agreement titled Notice of Termination of Employment, Continued Employment During the Notice Period, Full Time and Attention, Confidentiality, and Non-Solicitation Following Termination of Employment are material provisions of this Agreement, without which EOG would not have made the Award, and that a breach of the terms and conditions of any of those provisions will be considered a material breach of this Agreement, entitling the Company to the return of the consideration given to you for entering into this Agreement, and that the Company would be irreparably harmed by your failure to fully comply with these provisions.
Choice-of-law. The validity, interpretation, performance and enforcement of this Agreement shall be governed by, and shall be construed and interpreted according to, the laws of the State of Texas, without reference to any conflicts of law principles that would operate to make the internal laws of any other jurisdiction applicable.
Exclusive Venue. You further agree that the exclusive venues for any dispute arising out of or related to this Agreement are the state courts in Harris County, Texas and you further agree to submit to the jurisdiction of those courts in any such dispute.
Except as provided herein, this Agreement does not amend the terms and conditions of your current employment. To read and print the applicable plan or document, select the appropriate link below.
Annual Report
Proxy Statement
EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan
Written Notice form
Proxy Statement
EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan
Written Notice form
As part of your acceptance of this Agreement, you also agree to adhere to Company policies, including those listed below, some of which have terms or provisions that apply beyond the term of your employment with the Company.
Code of Business Conduct and Ethics, effective April 2021
Conflicts of Interest Policy, effective January 2020
Policy on Confidential Information, effective December 2016
Policy on Inventions, effective August 2008
Information Systems Security Policy, effective April 2020
Harassment Prevention Policy, effective July 2021
Equal Employment Opportunity Policy, effective July 2021
Code of Business Conduct and Ethics, effective April 2021
Conflicts of Interest Policy, effective January 2020
Policy on Confidential Information, effective December 2016
Policy on Inventions, effective August 2008
Information Systems Security Policy, effective April 2020
Harassment Prevention Policy, effective July 2021
Equal Employment Opportunity Policy, effective July 2021
By accepting this Agreement, you acknowledge that you have read and agree to all of the terms and conditions set forth above. If you decide to reject the terms and conditions of this Agreement, you will decline your right to the Award, and it may be cancelled.
You are advised to print a copy of this Agreement for your records and reference.
Exhibit 10.2
This document constitutes part of a prospectus covering securities
that have been registered under the Securities Act of 1933.
EOG RESOURCES, INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
GRANTEE: [Participant Name: First Name Middle Name Last Name] [Participant ID: Participant ID]
Congratulations! You have been granted an Award of EOG Resources, Inc. Restricted Stock Units as follows:
| Date of Grant | [Grant Date: Month DD, YYYY] | |||||||
| Restricted Stock Units granted under this Award | [Granted: Shares Granted] | |||||||
| Vesting Date | Third anniversary of Date of Grant | |||||||
The Compensation Committee of the Board of EOG Resources, Inc. (the “Company”) hereby grants to you, the above-named Grantee, effective as of the Date of Grant set forth above, a Restricted Stock Unit Award (the “Award”) in accordance with the terms set forth below.
General. This Restricted Stock Unit Award Agreement (this “Agreement”) is governed by the terms and conditions of the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan (as may be amended from time to time, the “Plan”), which is hereby made a part of this Agreement. All capitalized terms that are not defined in this Agreement have the meanings ascribed to them under the Plan. Under the terms of this Agreement and the Plan, a Restricted Stock Unit ledger account will be maintained by the Company (or its agent) until you become vested in the Restricted Stock Units. You will have no voting rights with respect to the Company common stock represented by such Restricted Stock Units until such time as the Company common stock is issued to you.
Vesting. Assuming your continuous employment with the Company or an Affiliate, this Award shall vest on the Vesting Date and the shares of Company common stock represented by the Restricted Stock Units awarded hereunder shall be distributed on the first business day following the Vesting Date (or as soon as administratively practicable thereafter, but no later than 60 days after such date).
Termination of Employment. Except as provided below, if your employment with the Company or an Affiliate does not continue until the Vesting Date, this Award shall terminate and all Restricted Stock Units awarded hereunder shall be forfeited and canceled.
Due to Death. If your employment with the Company or an Affiliate terminates due to death prior to the Vesting Date, all forfeiture restrictions on the Restricted Stock Units awarded hereunder shall lapse and all shares of Company common stock represented by the Restricted Stock Units shall be distributed to your beneficiary as soon as administratively practicable following your date of death, but no later than 60 days after such date.
Due to Disability or Retirement After Age 62. If your employment with the Company or an Affiliate terminates due to Disability or due to Retirement after attaining age 62 with at least five years of service with the Company prior to the Vesting Date, all forfeiture restrictions on the Restricted Stock Units awarded hereunder shall lapse and, subject to the six-month delay applicable to specified employees described under “Section 409A” below, all shares of Company common stock represented by the Restricted Stock Units awarded hereunder shall be distributed to you as soon as administratively practicable following your date of termination or Retirement (as the case may be), but no later than 60 days after the date on which the distribution would be Permissible under Section 409A.
Due to Retirement Prior to Age 62. If your employment with the Company or an Affiliate terminates voluntarily prior to the Vesting Date and your termination is designated in writing by the Company as a Company-approved Retirement prior to age 62 with at least five years of service with the Company, subject to such restrictions as the Company may impose (including, but not limited to, a six-month post-employment non-competition agreement), for each whole year that has passed prior to the effective date of your Retirement since the Date of Grant set forth above, you shall be eligible to receive a distribution of 33% of the shares of Company common stock represented by the Restricted Stock Units awarded hereunder (rounded down to the next whole share), which stock will be distributed to you as soon as administratively practicable following the six-month anniversary of such Company-approved Retirement, but no later than 60 days after such anniversary; provided that you do not violate the provisions of any restrictive covenants to which you are subject (including those set forth in any post-employment non-competition agreement between you and the Company), in which case, under the terms of this Agreement, all Restricted Stock Units shall be forfeited and canceled.
Due to Involuntary Termination for Other than Performance Reasons. In the event of Involuntary Termination for any reason other than performance reasons prior to the Vesting Date, for each whole year that has passed prior to the effective date of your Involuntary Termination since the Date of Grant set forth above, you shall be eligible to receive a distribution of 33% of the shares of Company common stock represented by the Restricted Stock Units awarded hereunder (rounded down to the next whole share) and, subject to the six-month delay applicable to specified employees described under “Section 409A” below, such stock will be distributed to you as soon as administratively practicable following the effective date of such Involuntary Termination, but no later than 60 days after the date on which the distribution would be Permissible under Section 409A.
Due to Performance Reasons, Cause or Voluntary Termination. In the event of Involuntary Termination for performance reasons, Termination for Cause, or voluntary termination prior to the Vesting Date, all Restricted Stock Units awarded hereunder shall be forfeited and canceled.
Due to a Change in Control. Upon the termination of your employment by the Company without Cause or by you for Good Reason during the two-year period following a Change in Control of the Company prior to the Vesting Date, all forfeiture restrictions on the Restricted Stock Units awarded hereunder shall lapse as of the date of your termination, and all shares of Company common stock represented by the Restricted Stock Units awarded hereunder shall be distributed to you as soon as administratively practicable following the date of your termination, but no later than 60 days after such date; provided, however, that if the event constituting the Change in Control of the Company does not qualify as a change in effective ownership or control of the Company for purposes of Section 409A, then, pursuant to Section 12.2 of the Plan, such distribution shall be delayed until the earliest time that such distribution would be Permissible under Section 409A.
Dividend Equivalents. Pursuant to Section 8.6 of the Plan, (i) dividend equivalents on unvested Restricted Stock Units shall accrue and be credited by the Company for your benefit, and (ii) such dividend equivalents shall not be paid to you until (and to the extent) you become vested in the related Restricted Stock Units and shall be forfeited in the event of (and to the extent of) the forfeiture and cancellation of the Restricted Stock Units pursuant to this Agreement.
Section 409A. The Plan and this Agreement are intended to meet the requirements of Section 409A, and shall be administered such that any payment, settlement, or deferrals of amounts hereunder shall not be subject to any excise penalty tax that may be imposed thereunder. The Company, in its sole discretion, shall determine if you are a “specified employee” of the Company (as that phrase is defined for purposes of Section 409A) on the date of your termination of employment or your Retirement prior to the Vesting Date and whether you are subject to any six-month delay in distribution of amounts due to you under this Agreement.
Delivery of Documents. By accepting the terms of this Agreement, you consent to the electronic delivery of documents related to your current or future participation in the Plan (including the Plan documents; this Agreement; any other prospectus or other documents describing the terms and conditions of the Plan and this Award; and the Company’s then-most recent annual report to stockholders, Annual Report on Form 10-K and definitive proxy statement), and you acknowledge that such electronic delivery may be made by the Company, in its sole discretion, by one or more of the following methods: (i) the posting of such documents on the Company’s intranet website or external website; (ii) the posting of such documents on the UBS Financial Services, Inc. website; (iii) the delivery of such documents via the UBS Financial Services, Inc. website; (iv) the posting of such documents to another Company intranet website or third party internet website accessible by you; or (v) delivery via electronic mail, by attaching such documents to such electronic email and/or including a link to such documents on a Company intranet website or external website or third party internet website accessible by you. Notwithstanding the foregoing, you also acknowledge that the Company may, in its sole discretion (and as an alternative to, or in addition to, electronic delivery) deliver a paper copy of any such documents to you. You further acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost to you by contacting the Company (Attention: Human Resources Department) by telephone or in writing.
Except as provided herein, this Agreement does not amend the terms and conditions of your current employment. To read and print the applicable plan or document, select the appropriate link below.
Annual Report
Proxy Statement
EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan
Proxy Statement
EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan
As part of your acceptance of this Agreement, you also agree to adhere to Company policies, including those listed below, some of which have terms or provisions that apply beyond the term of your employment with the Company.
Code of Business Conduct and Ethics, effective April 2021
Conflicts of Interest Policy, effective January 2020
Policy on Confidential Information, effective December 2016
Policy on Inventions, effective August 2008
Information Systems Security Policy, effective April 2020
Harassment Prevention Policy, effective July 2021
Equal Employment Opportunity Policy, effective July 2021
Code of Business Conduct and Ethics, effective April 2021
Conflicts of Interest Policy, effective January 2020
Policy on Confidential Information, effective December 2016
Policy on Inventions, effective August 2008
Information Systems Security Policy, effective April 2020
Harassment Prevention Policy, effective July 2021
Equal Employment Opportunity Policy, effective July 2021
By accepting this Agreement, you acknowledge that you have read and agree to all of the terms and conditions set forth above. If you decide to reject the terms and conditions of this Agreement, you will decline your right to the Award, and it may be cancelled.
You are advised to print a copy of this Agreement for your records and reference.
Exhibit 10.3
This document constitutes part of a prospectus covering securities
that have been registered under the Securities Act of 1933.
EOG RESOURCES, INC.
STOCK-SETTLED STOCK APPRECIATION RIGHT AGREEMENT
GRANTEE: [NAME] [OPTIONEE ID]
Congratulations! You have been granted a Stock-Settled Stock Appreciation Right (“SAR Award”) with respect to shares of common stock, $0.01 par value per share (“Stock”), of EOG Resources, Inc. (the “Company”) as follows:
| Date of Grant | [GRANT DATE] | |||||||
| Total Number of SARs Granted | [# SHARES] | |||||||
| Award Price per SAR | [AWARD PRICE] | |||||||
The Compensation Committee of the Board of the Company hereby grants to you, the above-named Grantee, effective as of the Date of Grant set forth above, a SAR Award that entitles you to receive, upon exercise hereof, the number of shares of Stock determined by multiplying the excess of the Fair Market Value of a share of Stock on the date of exercise over the Award Price per SAR set forth above by the number of shares of Stock with respect to which the SAR Award is exercised and dividing the resulting product by the Fair Market Value of a share of Stock on the date of exercise. This SAR Award is exercisable in accordance with the vesting schedule and terms set forth below.
General. This SAR Award Agreement (this “Agreement”) is governed by the terms and conditions of the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan (as may be amended from time to time, the “Plan”), which is hereby made a part of this Agreement. All capitalized terms that are not defined in this Agreement have the meanings ascribed to them under the Plan.
Vesting. Assuming your continuous employment with the Company or an Affiliate, this SAR Award will become vested in 33.3% increments on the one-year and two-year anniversaries of the Date of Grant, and in an increment of 33.4% on the three-year anniversary of the Date of Grant, and will be exercisable after vesting unless and until forfeited or canceled as noted in the paragraphs below. To the extent vested, this SAR Award may be exercised in whole or in part unless and until it terminates or is forfeited or canceled.
Tax Obligations. To the extent that the exercise of this SAR Award results in income to you for federal, state or local income, employment or other tax purposes with respect to which the Company or an Affiliate has a withholding obligation, the Company or such Affiliate is authorized to withhold from the shares subject to this SAR Award any tax required to be withheld by reason of such taxable income, sufficient to satisfy the withholding obligation.
Term. Notwithstanding any other provision in this Agreement, in no event may any of this SAR Award be exercised after the seventh anniversary of the Date of Grant.
Exercise. You must exercise this SAR Award through the Company's designated broker, UBS Financial Services, Inc. ("UBS") by accessing its website at https://onesource.ubs.com/eog or by calling 1.800.725.0052. You will be notified if the designated broker is changed. If you have been notified that you must consult with a member of the Company's Legal Department prior to engaging in Stock transactions, you must consult with the Legal Department prior to exercising this SAR Award. As soon as administratively practicable following the exercise of this SAR Award, the shares of Stock exercised under this SAR Award (net of any applicable tax) will be deposited in a brokerage account established in your name at UBS.
Termination of Employment. Except as provided below, any unvested portion of this SAR Award will be forfeited upon your termination of employment.
Due to Death, Disability or Retirement After Age 62. If your employment with the Company or an Affiliate terminates due to death, Disability, or Retirement after attaining age 62 with at least five years of service with the Company, the unvested portion of this SAR Award shall become fully vested on the date of such termination.
Due to Retirement Prior to Age 62. If your employment with the Company or an Affiliate terminates due to a Company-approved Retirement prior to age 62 with at least five years of service with the Company, subject to such restrictions as the Company may impose (including, but not limited to, a six-month post-employment non-competition agreement), the unvested portion of this SAR Award shall become fully vested six months following the effective date of such Retirement, provided that you do not violate the provisions of any restrictive covenants to which you are subject (including those set forth in any post-employment non-competition agreement between you and the Company), in which case, the unvested portion of this SAR Award will be canceled on the date the Company determines that you violated any such provisions.
Due to a Change in Control. Upon the termination of your employment by the Company without Cause or by you for Good Reason during the two-year period following a Change in Control of the Company, the unvested portion of this SAR Award shall become fully vested as of the date of your termination.
Exercise Following Termination of Employment. This SAR Award is not transferable by you other than pursuant to Section 4.3 of the Plan, and may be exercised only by you during your lifetime and while you remain employed by the Company or an Affiliate, except as follows:
(a)if your employment with the Company or an Affiliate terminates due to death, Disability, or Retirement after attaining age 62 with at least five years of service, you, your estate or the person who acquires this SAR Award by will or the laws of descent and distribution or otherwise by reason of your death, as applicable, may exercise this SAR Award at any time during the 18-month period following the date of such termination or, if shorter, the remaining term of the SAR Award;
(b)if your employment with the Company or an Affiliate terminates voluntarily prior to age 62 and your termination is designated in writing by the Company as a Company-approved Retirement prior to age 62 with at least five years of service with the Company, subject to such restrictions as the Company may impose (including, but not limited to, a six-month post-employment non-competition agreement), you may exercise this SAR Award at any time during the 18-month period following the date of such Retirement or, if shorter, the remaining term of the SAR Award, up to the number of vested exercisable SARs you are entitled to in this Agreement as of the date of exercise, provided that you do not violate the provisions of any restrictive covenants to which you are subject (including those set forth in any post-employment non-competition agreement between you and the Company), in which case, the unvested portion of this SAR Award will be canceled on the date the Company determines that you violated any such provisions;
(c)if your employment with the Company or an Affiliate terminates due to Involuntary Termination other than for Cause, you may exercise this SAR Award at any time during the 90-day period following the date of such termination or, if shorter, the remaining term of the SAR Award, up to the number of vested exercisable SARs you are entitled to in this Agreement as of the date of your termination;
(d)if your employment with the Company or an Affiliate terminates voluntarily for any reason other than Retirement after attaining age 62 with at least five years of service with the Company or Company-approved Retirement prior to age 62 with at least five years of service with the Company, you may exercise this SAR Award at any time during the 30-day period following the date of such termination or, if shorter, the remaining term of the SAR Award, up to the number of vested exercisable SARs you are entitled to in this Agreement as of the date of your termination;
(e)if your employment with the Company or an Affiliate is terminated for Cause, this SAR Award will be canceled on the date of your termination of employment; and
(f)if your employment with the Company or an Affiliate is terminated by the Company without Cause or by you for Good Reason during the two-year period following a Change in Control of the Company, you may exercise this SAR Award at any time during the remaining term of the SAR Award.
Delivery of Documents. By accepting the terms of this Agreement, you consent to the electronic delivery of documents related to your current or future participation in the Plan (including the Plan documents; this Agreement; any other prospectus or other documents describing the terms and conditions of the Plan and this SAR Award; and the Company’s then-most recent annual report to stockholders, Annual Report on Form 10-K and definitive proxy statement), and you acknowledge that such electronic delivery may be made by the Company, in its sole discretion, by one or more of the following methods: (i) the posting of such documents on the Company’s intranet website or external website; (ii) the posting of such documents on the UBS Financial Services, Inc. website; (iii) the delivery of such documents via the UBS Financial Services, Inc. website; (iv) the posting of such documents to another Company intranet website or third party internet website accessible by you; or (v) delivery via electronic mail, by attaching such documents to such electronic email and/or including a link to such documents on a Company intranet website or external website or third party internet website accessible by you. Notwithstanding the foregoing, you also acknowledge that the Company may, in its sole discretion (and as an alternative to, or in addition to, electronic delivery) deliver a paper copy of any such documents to you. You further acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost to you by contacting the Company (Attention: Human Resources Department) by telephone or in writing.
Except as provided herein, this Agreement does not amend the terms and conditions of your current employment. To read and print the applicable plan or document, select the appropriate link below.
Annual Report
Proxy Statement
EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan
Proxy Statement
EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan
As part of your acceptance of this Agreement, you also agree to adhere to Company policies, including those listed below, some of which have terms or provisions that apply beyond the term of your employment with the Company.
Code of Business Conduct and Ethics, effective April 2021
Conflicts of Interest Policy, effective January 2020
Policy on Confidential Information, effective December 2016
Policy on Inventions, effective August 2008
Information Systems Security Policy, effective April 2020
Harassment Prevention Policy, effective July 2021
Equal Employment Opportunity Policy, effective July 2021
By accepting this Agreement, you acknowledge that you have read and agree to all of the terms and conditions set forth above. If you decide to reject the terms and conditions of this Agreement, you will decline your right to the Award, and it may be cancelled.
You are advised to print a copy of this Agreement for your records and reference.
Exhibit 10.4
This document constitutes part of a prospectus covering securities
that have been registered under the Securities Act of 1933.
EOG RESOURCES, INC.
RESTRICTED STOCK UNIT WITH PERFORMANCE-BASED CONDITIONS
(“PERFORMANCE UNIT”) AWARD AGREEMENT
GRANTEE: [Participant Name: First Name Middle Name Last Name] [Participant ID: Participant ID]
Congratulations! You have been granted an Award of EOG Resources, Inc. Performance Units as follows:
| Date of Grant: | [Grant Date: Month DD, YYYY] | |||||||
| Performance Units granted under this Award (subject to adjustment as set forth below): | [Granted: Shares Granted] | |||||||
| Vesting Date: | The February 28th immediately following the Certification Date (as defined below) | |||||||
The Compensation Committee of the Board of EOG Resources, Inc. (the “Company”) hereby grants to you, the above-named Grantee, effective as of the Date of Grant set forth above, a Performance Unit Award (the “Award”) in accordance with the terms set forth below.
General. This Performance Unit Award Agreement (this “Agreement”) is governed by the terms and conditions of the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan (as may be amended from time to time, the “Plan”), which is hereby made a part of this Agreement. All capitalized terms that are not defined in this Agreement have the meanings ascribed to them under the Plan. Under the terms of this Agreement and the Plan, a Performance Unit ledger account will be maintained by the Company (or its agent) until you become vested in the Performance Units. You will have no voting rights with respect to the Company common stock represented by such Performance Units (including any additional Performance Units which may be credited to you upon the completion of the Performance Period based on the applicable Performance Multiple) until such time as the Company common stock is issued to you.
Performance Period; TSR Rank; Performance Multiple. Upon the completion of the Performance Period (as defined on Annex A) and the certification (in writing) by the Committee of the Total Shareholder Return (as defined on Annex A) over the Performance Period of the Company and each Peer Company (as defined on Annex A) and the Company’s corresponding TSR Rank (see chart on Annex A) for the Performance Period and the applicable Performance Multiple (as specified in the chart on Annex A)(the date of such certification by the Committee, the “Certification Date”), such Performance Multiple shall be applied to the number of Performance Units awarded hereunder and, except in the case of an applicable Performance Multiple of 100% or an applicable Performance Multiple of 0% (in which case all Performance Units awarded hereunder shall be deemed forfeited and canceled), your Performance Unit ledger account shall be adjusted to reflect (i) the additional Performance Units credited to you (in the case of a Performance Multiple greater than 100%) or (ii) your decreased Performance Units (in the case of a Performance Multiple less than 100% but greater than 0%).
Vesting. Assuming your continuous employment with the Company or an Affiliate, this Award shall vest on the Vesting Date and the shares of Company common stock represented by the Performance Units awarded hereunder (as adjusted for the applicable Performance Multiple) shall be distributed on the first business day following the Vesting Date (or as soon as administratively practicable thereafter, but no later than 60 days after such date).
Termination of Employment. Except as provided below, if your employment with the Company or an Affiliate does not continue until the Vesting Date, this Award shall terminate and all Performance Units awarded hereunder (as adjusted for the applicable Performance Multiple) shall be forfeited and canceled.
Due to Death. If your employment with the Company or an Affiliate terminates due to death on or prior to the end date of the Performance Period, (i) all forfeiture restrictions on the Performance Units awarded hereunder shall lapse effective as of the date of your death; (ii) the Performance Multiple to be applied to the number of Performance Units awarded hereunder shall be 100%; and (iii) all shares of Company common stock represented by the Performance Units awarded hereunder shall be distributed to your beneficiary as soon as administratively practicable following your date of death, but no later than 60 days after such date. If your employment with the Company or an Affiliate terminates due to death subsequent to the end date of the Performance Period, but prior to the Vesting Date, (i) all forfeiture restrictions on the Performance Units awarded hereunder shall lapse effective as of the date of your death; (ii) the Performance Multiple to be applied to the number of Performance Units awarded hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee; and (iii) all shares of Company common stock represented by the Performance Units awarded hereunder (as adjusted for the applicable Performance Multiple) shall be distributed to your beneficiary as soon as administratively practicable following the Vesting Date, but no later than 60 days after such date.
Due to Disability. If your employment with the Company or an Affiliate terminates due to Disability prior to the Vesting Date, (i) all forfeiture restrictions on the Performance Units awarded hereunder shall lapse effective as of the date of such termination; (ii) the Performance Multiple to be applied to the number of Performance Units awarded hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee; and (iii) all shares of Company common stock represented by the Performance Units awarded hereunder (as adjusted for the applicable Performance Multiple) shall be distributed to you as soon as administratively practicable following the later of (A) the date that is six months following the effective date of such termination (to account for the six-month delay applicable to specified employees described under “Section 409A” below) or (B) the Vesting Date, but no later than 60 days after the later of such dates.
Due to Retirement After Age 62. If your employment with the Company or an Affiliate terminates due to Retirement after attaining age 62 with at least five years of service with the Company prior to the Vesting Date, (i) all forfeiture restrictions on the Performance Units awarded hereunder shall lapse effective as of the date of such termination; (ii) the Performance Multiple to be applied to the number of Performance Units awarded hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee; and (iii) all shares of Company common stock represented by the Performance Units awarded hereunder (as adjusted for the applicable Performance Multiple) shall be distributed to you as soon as administratively practicable following the later of (A) the date that is six months following the effective date of such Retirement (to account for the six-month delay applicable to specified employees described under “Section 409A” below) or (B) the Vesting Date, but no later than 60 days after the later of such dates.
Due to Retirement Prior to Age 62. If your employment with the Company or an Affiliate terminates voluntarily prior to the Vesting Date and your termination is designated in writing by the Company as a Company-approved Retirement prior to age 62 with at least five years of service with the Company, subject to such restrictions as the Company may impose (including, but not limited to, a six-month post-employment non-competition agreement), (i) the Performance Multiple to be applied to the number of Performance Units awarded hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee; and (ii) for each whole year that has passed since the Date of Grant set forth above up to and including the effective date of such Retirement, you shall be eligible to receive a distribution of 33% of the shares of Company common stock represented by the Performance Units awarded hereunder (as adjusted for the applicable Performance Multiple and rounded down to the next whole share). Such shares of Company common stock shall be distributed to you as soon as administratively practicable following the later of (A) the date that is six months following the effective date of such Retirement or (B) the Vesting Date, but no later than 60 days after the later of such dates, provided that you do not violate the provisions of any restrictive covenants to which you are subject (including those set forth in any post-employment non-competition agreement between you and the Company), in which case, under the terms of this Agreement, all Performance Units (including any additional Performance Units which may have been credited to you upon the completion of the Performance Period based on the applicable Performance Multiple) shall be forfeited and canceled.
Due to Involuntary Termination for Other than Performance Reasons. If the termination of your employment with the Company or an Affiliate is an Involuntary Termination for any reason other than performance reasons prior to the Vesting Date, (i) the Performance Multiple to be applied to the number of Performance Units awarded hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee; (ii) for each whole year that has passed prior to the effective date of your Involuntary Termination since the Date of Grant set forth above, you shall be eligible to receive a distribution of 33% of the shares of Company common stock represented by the Performance Units awarded hereunder (as adjusted for the applicable Performance Multiple and rounded down to the next whole share); and (iii) such shares of Company common stock shall be distributed to you as soon as administratively practicable following the later of (A) the date that is six months following the effective date of such termination (to account for the six-month delay applicable to specified employees described under “Section 409A” below) or (B) the Vesting Date, but no later than 60 days after the later of such dates.
Due to Performance Reasons, Cause or Voluntary Termination. If the termination of your employment with the Company or an Affiliate is an Involuntary Termination for performance reasons, a Termination for Cause, or a voluntary termination, in any case prior to the Vesting Date, all Performance Units awarded hereunder (as adjusted for the applicable Performance Multiple) shall be forfeited and canceled.
Due to a Change in Control. If the termination of your employment with the Company or an Affiliate is by the Company or such Affiliate (as the case may be) without Cause or by you for Good Reason, in either case during the two-year period following a Change in Control of the Company with an effective date prior to the end date of the Performance Period, (i) all forfeiture restrictions on the Performance Units awarded hereunder shall lapse as of the date of your termination; and (ii) the Performance Multiple to be applied to the number of Performance Units awarded hereunder shall be based on the respective Total Shareholder Return of the Company and each of the Peer Companies over the Performance Period (using, for purposes of such Total Shareholder Return calculations, the 30 calendar day period immediately preceding the effective date of the Change in Control of the Company as the end month of the Performance Period) as certified by the Committee (or its successor).
If the termination of your employment with the Company or an Affiliate is by the Company or such Affiliate (as the case may be) without Cause or by you for Good Reason, in either case during the two-year period following a Change in Control of the Company with an effective date on or subsequent to the end date of the Performance Period, but prior to the Vesting Date, (i) all forfeiture restrictions on the Performance Units awarded hereunder shall lapse as of the date of your termination; and (ii) the Performance Multiple to be applied to the number of Performance Units awarded hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee (or its successor).
All shares of Company common stock represented by the Performance Units awarded hereunder (as adjusted for the applicable Performance Multiple) shall be distributed to you as soon as administratively practicable following the date of your termination, but no later than 60 days after such date; provided, however, that if the event constituting the Change in Control of the Company does not qualify as a change in effective ownership or control of the Company for purposes of Section 409A, then, pursuant to Section 12.2 of the Plan, such distribution shall be delayed until the earliest time that such distribution would be Permissible under Section 409A.
Dividend Equivalents. Pursuant to Section 8.6 of the Plan, (i) dividend equivalents on unvested Performance Units (as adjusted for the applicable Performance Multiple) shall accrue and be credited by the Company for your benefit, and (ii) such dividend equivalents shall not be paid to you until (and to the extent) you become vested in the related Performance Units and shall be forfeited in the event of (and to the extent of) the forfeiture and cancellation of the Performance Units pursuant to this Agreement.
Section 409A. The Plan and this Agreement are intended to meet the requirements of Section 409A, and shall be administered such that any payment, settlement, or deferrals of amounts hereunder shall not be subject to any excise penalty tax that may be imposed thereunder. The Company, in its sole discretion, shall determine if you are a “specified employee” of the Company (as that phrase is defined for purposes of Section 409A) on the date of your termination of employment or your Retirement prior to the Vesting Date and whether you are subject to any six-month delay in distribution of amounts due you under this Agreement.
Delivery of Documents. By accepting the terms of this Agreement, you consent to the electronic delivery of documents related to your current or future participation in the Plan (including the Plan documents; this Agreement; any other prospectus or other documents describing the terms and conditions of the Plan and this Award; and the Company’s then-most recent annual report to stockholders, Annual Report on Form 10-K and definitive proxy statement), and you acknowledge that such electronic delivery may be made by the Company, in its sole discretion, by one or more of the following methods: (i) the posting of such documents on the Company’s intranet website or external website; (ii) the posting of such documents on the UBS Financial Services, Inc. website; (iii) the delivery of such documents via the UBS Financial Services, Inc. website; (iv) the posting of such documents to another Company intranet website or third party internet website accessible by you; or (v) delivery via electronic mail, by attaching such documents to such electronic email and/or including a link to such documents on a Company intranet website or external website or third party internet website accessible by you. Notwithstanding the foregoing, you also acknowledge that the Company may, in its sole discretion (and as an alternative to, or in addition to, electronic delivery) deliver a paper copy of any such documents to you. You further acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost to you by contacting the Company (Attention: Human Resources Department) by telephone or in writing.
Except as provided herein, this Agreement does not amend the terms and conditions of your current employment. To read and print the applicable plan or document, select the appropriate link below:
Annual Report Proxy Statement
EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan
As part of your acceptance of this Agreement, you also agree to adhere to Company policies, including those listed below, some of which have terms or provisions that apply beyond the term of your employment with the Company.
Code of Business Conduct and Ethics, effective April 2021 Conflicts of Interest Policy, effective January 2020
Policy on Confidential Information, effective December 2016 Policy on Inventions, effective August 2008
Information Systems Security Policy, effective April 2020 Harassment Prevention Policy, effective July 2021
Equal Employment Opportunity Policy, effective July 2021
By accepting this Agreement, you acknowledge that you have read and agree to all of the terms and conditions set forth above. If you decide to reject the terms and conditions of this Agreement, you will decline your right to the Award, and it may be cancelled.
You are advised to print a copy of this Agreement for your records and reference.
Annex A
Definitions of Certain Terms
“Peer Company” shall mean each of (i) APA Corporation (ticker symbol: APA); (ii) ConocoPhillips (ticker symbol: COP); (iii) Devon Energy Corporation (ticker symbol: DVN); (iv) Diamondback Energy, Inc. (ticker symbol: FANG); (v) Hess Corporation (ticker symbol: HES); (vi) Marathon Oil Corporation (ticker symbol: MRO); (vii) Occidental Petroleum Corporation (ticker symbol: OXY); (viii) Pioneer Natural Resources Company (ticker symbol: PXD); and (ix) S&P 500 (collectively, and including any Replaced Peer Company, the “Peer Companies”); provided, however, that in the event of a public announcement or other public disclosure during the Performance Period regarding the execution of a definitive agreement with respect to a merger, acquisition, consolidation or similar transaction upon the consummation of which a Peer Company will cease to be a publicly traded company (a “Corporate Transaction”), then such Peer Company (a “Replaced Peer Company”) shall, for purposes of the Committee’s certification referenced above and as set forth in the “Total Shareholder Return – Replaced Peer Company” definition below and without regard to whether the Corporate Transaction is ultimately consummated, be replaced by S5OILP for the remainder of the Performance Period beginning on the date that the Replaced Peer Company or its counterparty first issues such a public announcement or other public disclosure regarding the Corporate Transaction (such date, the “Announcement Date”); and provided further, should any Peer Company, due to its financial performance or financial condition (e.g., bankruptcy), cease to have its voting stock be publicly traded (either temporarily or permanently), such Peer Company shall nevertheless continue to be a Peer Company for purposes of the Committee’s certification referenced above.
“Performance Period” shall mean the three-year period from and including January 1 of the year immediately following the year of the Date of Grant through December 31 of the third year immediately following the year of the Date of Grant (except as provided above under “Termination of Employment – Due to a Change in Control” in the case of a Change in Control of the Company).
“Replaced Peer Company’s Total Shareholder Return” shall mean the Replaced Peer Company’s average daily closing stock price for December of the year of the Date of Grant as compared to the Replaced Peer Company’s closing stock price on the trading day immediately preceding the Announcement Date, assuming the reinvestment of dividends and as adjusted for stock splits, recapitalizations, reorganizations or other similar adjustments or changes in the Replaced Peer Company’s capital structure, and expressed as a positive or negative percentage (as the case may be).
“S5OILP Total Shareholder Return” shall mean the S5OILP’s closing index value on the trading day immediately preceding the Announcement Date as compared to the S5OILP’s average daily closing index value for December of the third year immediately following the year of the Date of Grant, except as provided above under “Termination of Employment – Due to a Change in Control” in the case of a Change in Control of the Company), as adjusted for the reinvestment of dividends, and expressed as a positive or negative percentage (as the case may be); provided, however, that in the event the Announcement Date is a date in December of the third year immediately following the year of the Date of Grant, then the S5OILP’s closing index value on the trading day immediately preceding the Announcement Date shall be compared to the S5OILP’s average daily closing index value for the subsequent remaining trading days of December of the third year immediately following the year of the Date of Grant.
“S&P 500” shall mean the Standard & Poor’s 500 index (or any successor index thereto).
“Total Shareholder Return” for a company (i.e., for the Company or a Peer Company) shall mean such company’s average daily closing stock price (or average daily closing index value, in the case of S&P 500 or S5OILP) for December of the year of the Date of Grant as compared to the average daily closing stock price (or average daily closing index value, in the case of S&P 500 or S5OILP) for December of the third year immediately following the year of the Date of Grant, except as provided above under “Termination of Employment – Due to a Change in Control” in the case of a Change in Control of the Company), assuming the reinvestment of dividends and as adjusted for stock splits, recapitalizations, reorganizations or other similar adjustments or changes in the company’s capital structure, and expressed as a percentage (positive or negative (as the case may be)). Notwithstanding the foregoing, the Total Shareholder Return for a Replaced Peer Company shall be determined as set forth in the “Total Shareholder Return – Replaced Peer Company” definition below.
“Total Shareholder Return – Replaced Peer Company” for a Replaced Peer Company shall mean the percentage (positive or negative (as the case may be)) equal to the product of (A) multiplied by (B), minus 100%, where:
“(A)” is equal to 100% plus the Replaced Peer Company’s Total Shareholder Return, and
“(B)” is equal to 100% plus the S&P 500 Oil & Gas E&P Sub Industry Index (or any successor index thereto) (“S5OILP”) Total Shareholder Return.
“TSR Rank” of the Company among the Ten Total Companies (i.e., the Company and Nine (9) Peer Companies) | Applicable “Performance Multiple” | ||||
| 1 | 200% | ||||
| 2 | 175% | ||||
| 3 | 150% | ||||
| 4 | 125% | ||||
| 5 | 100% | ||||
| 6 | 75% | ||||
| 7 | 50% | ||||
| 8 | 25% | ||||
| 9 | 0% | ||||
| 10 | 0% | ||||
Exhibit 10.5
This document constitutes part of a prospectus covering securities
that have been registered under the Securities Act of 1933.
EOG RESOURCES, INC.
RESTRICTED STOCK UNIT WITH PERFORMANCE-BASED CONDITIONS
(“PERFORMANCE UNIT”) AWARD AGREEMENT
GRANTEE: William R. Thomas
Congratulations! You have been granted an Award of EOG Resources, Inc. Performance Units as follows:
| Date of Grant: | September 27, 2021 | |||||||
| Performance Units granted under this Award (subject to adjustment as set forth below): | 75,908 | |||||||
| Vesting Date: | February 28, 2025 | |||||||
The Compensation Committee of the Board of EOG Resources, Inc. (the “Company”) hereby grants to you, the above-named Grantee, effective as of the Date of Grant set forth above, a Performance Unit Award (the “Award”) in accordance with the terms set forth below.
General. This Performance Unit Award Agreement (this “Agreement”) is governed by the terms and conditions of the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan (as may be amended from time to time, the “Plan”), which is hereby made a part of this Agreement. All capitalized terms that are not defined in this Agreement have the meanings ascribed to them under the Plan. Under the terms of this Agreement and the Plan, a Performance Unit ledger account will be maintained by the Company (or its agent) until you become vested in the Performance Units. You will have no voting rights with respect to the Company common stock represented by such Performance Units (including any additional Performance Units which may be credited to you upon the completion of the Performance Period based on the applicable Performance Multiple) until such time as the Company common stock is issued to you.
Performance Period; TSR Rank; Performance Multiple. Upon the completion of the Performance Period (as defined on Annex A) and the certification (in writing) by the Committee of the Total Shareholder Return (as defined on Annex A) over the Performance Period of the Company and each Peer Company (as defined on Annex A) and the Company’s corresponding TSR Rank (see chart on Annex A) for the Performance Period and the applicable Performance Multiple (as specified in the chart on Annex A)(the date of such certification by the Committee, the “Certification Date”), such Performance Multiple shall be applied to the number of Performance Units awarded hereunder and, except in the case of an applicable Performance Multiple of 100% or an applicable Performance Multiple of 0% (in which case all Performance Units awarded hereunder shall be deemed forfeited and canceled), your Performance Unit ledger account shall be adjusted to reflect (i) the additional Performance Units credited to you (in the case of a Performance Multiple greater than 100%) or (ii) your decreased Performance Units (in the case of a Performance Multiple less than 100% but greater than 0%).
Vesting. Except as provided below, assuming your continuous service on the Board through September 30, 2022 and your compliance with each of the provisions set forth below under “Confidential Information”, “Non-Competition”, “Non-Solicitation” and “Non-Disparagement”, this Award shall vest on the Vesting Date and the shares of Company common stock represented by the Performance Units awarded hereunder (as adjusted for the applicable Performance Multiple) shall be distributed to you as soon as administratively practicable following the later of (A) the date that is one year following the effective date of your departure from the Board (whether such departure is due to your resignation, retirement or removal (for other than Cause) from the Board, your not standing for reelection or because you are not re-elected to the Board at an Annual Meeting of Stockholders) or (B) the Vesting Date, but no later than 60 days after the later of such dates, provided that you do not violate any of the provisions set forth below under “Confidential Information”, “Non-Competition”, “Non-Solicitation” and “Non-Disparagement”, in which case, under the terms of this Agreement, all Performance Units (including any additional Performance Units which may have been credited to you upon the completion of the Performance Period based on the applicable Performance Multiple) shall be forfeited and canceled.
Vesting Upon Failure to be Re-Elected or Resignation Pursuant to Corporate Governance Guidelines. If your Board membership terminates on or prior to September 30, 2022 because you are not re-elected to the Board at the 2022 Annual Meeting of Stockholders or because your resignation from the Board pursuant to Section 11 (or a successor section) of the Company’s Corporate Governance Guidelines (or any corresponding successor document) is accepted, (i) all forfeiture restrictions on the Performance Units awarded hereunder shall lapse on the date of the 2022 Annual Meeting of Stockholders or the date your resignation from the Board pursuant to Section 11 (or a successor section) of the Company’s Corporate Governance Guidelines (or any corresponding successor document) is accepted (as the case may be); (ii) the Performance Multiple to be applied to the number of Performance Units awarded hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee; and (iii) the shares of Company common stock represented by the Performance Units awarded hereunder (as adjusted for the applicable Performance Multiple) shall be distributed to you as soon as administratively practicable following the Vesting Date, but no later than 60 days after such date, provided that you do not violate any of the provisions set forth below under “Confidential Information”, “Non-Competition”, “Non-Solicitation” and “Non-Disparagement”, in which case, under the terms of this Agreement, all Performance Units (including any additional Performance Units which may have been credited to you upon the completion of the Performance Period based on the applicable Performance Multiple) shall be forfeited and canceled.
Termination for Cause. If you are removed from the Board for Cause at any time prior to the Vesting Date, this Award shall terminate and all Performance Units awarded hereunder shall be forfeited and canceled.
Vesting Upon Death. If your death is prior to the end date of the Performance Period, (i) all forfeiture restrictions on the Performance Units awarded hereunder shall lapse effective as of the date of your death; (ii) the Performance Multiple to be applied to the number of Performance Units awarded hereunder shall be 100%; and (iii) all shares of Company common stock represented by the Performance Units awarded hereunder shall be distributed to your estate or the person who acquires this Award by will or the laws of descent and distribution or otherwise by reason of your death, as applicable, as soon as administratively practicable following your date of death, but no later than 60 days after such date. If your death is on or subsequent to the end date of the Performance Period, but prior to the Vesting Date, (i) all forfeiture restrictions on the Performance Units awarded hereunder shall lapse effective as of the date of your death; (ii) the Performance Multiple to be applied to the number of Performance Units awarded hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee; and (iii) all shares of Company common stock represented by the Performance Units awarded hereunder (as adjusted for the applicable Performance Multiple) shall be distributed to your estate or the person who acquires this Award by will or the laws of descent and distribution or otherwise by reason of your death, as applicable, as soon as administratively practicable following the Vesting Date, but no later than 60 days after such date.
Vesting Upon Disability. If you become disabled, per the definition of Disability in the Plan, prior to the end date of the Performance Period, (i) all forfeiture restrictions on the Performance Units awarded hereunder shall lapse effective as of the date of your Disability; (ii) the Performance Multiple to be applied to the number of Performance Units awarded hereunder shall be 100%; and (iii) all shares of Company common stock represented by the Performance Units awarded hereunder shall be distributed to you the earliest time that such distribution would be Permissible under Section 409A. If your Disability occurs on or subsequent to the end date of the Performance Period, but prior to the Vesting Date, (i) all forfeiture restrictions on the Performance Units awarded hereunder shall lapse effective as of the date of your Disability; (ii) the Performance Multiple to be applied to the number of Performance Units awarded hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee; and (iii) all shares of Company common stock represented by the Performance Units awarded hereunder (as adjusted for the applicable Performance Multiple) shall be distributed to you the earliest time that such distribution would be Permissible under Section 409A.
Vesting Upon a Change in Control. If your membership on the Board terminates during the two-year period following a Change in Control of the Company with an effective date on or prior to the end date of the Performance Period, (i) all forfeiture restrictions on the Performance Units awarded hereunder shall lapse as of the date of your termination; and (ii) the Performance Multiple to be applied to the number of Performance Units awarded hereunder shall be based on the respective Total Shareholder Return of the Company and each of the Peer Companies over the Performance Period (using, for purposes of such Total Shareholder Return calculations, the 30 calendar day period immediately preceding the effective date of the Change in Control of the Company as the end month of the Performance Period) as certified by the Committee (or its successor)
If your membership on the Board terminates during the two-year period following a Change in Control of the Company with an effective date on or subsequent to the end date of the Performance Period, but prior to the Vesting Date, (i) all forfeiture restrictions on the Performance Units awarded hereunder shall lapse as of the date of your termination; and (ii) the Performance Multiple to be applied to the number of Performance Units awarded hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee (or its successor).
All shares of Company common stock represented by the Performance Units awarded hereunder (as adjusted for the applicable Performance Multiple) shall be distributed to you as soon as administratively practicable following the date of your termination, but no later than 60 days after such date; provided, however, that if the event constituting the Change in Control of the Company does not qualify as a change in effective ownership or control of the Company for purposes of Section 409A, then, pursuant to Section 12.2 of the Plan, such distribution shall be delayed until the earliest time that such distribution would be Permissible under Section 409A.
Dividend Equivalents. Pursuant to Section 8.6 of the Plan, (i) dividend equivalents on unvested Performance Units (as adjusted for the applicable Performance Multiple) shall accrue and be credited by the Company for your benefit, and (ii) such dividend equivalents shall not be paid to you until (and to the extent) you become vested in the related Performance Units and shall be forfeited in the event of (and to the extent of) the forfeiture and cancellation of the Performance Units pursuant to this Agreement.
Section 409A. The Plan and this Agreement are intended to meet the requirements of Section 409A, and shall be administered such that any payment, settlement, or deferrals of amounts hereunder shall not be subject to any excise penalty tax that may be imposed thereunder.
Confidential Information. You recognize and acknowledge that you have had, and will continue to have, access, until termination of your membership on the Board, to (i) non-public information regarding the Company and its business and operations that, if disclosed, might be of use to competitors or harmful to the Company or others with whom the Company does business; (ii) non-public information that suppliers, customers and other companies have provided to the Company; (iii) seismic, geological and geophysical data, prospect and trend information, exploration, production, and marketing plans, engineering and manufacturing ideas, customer, supplier and vendor lists, designs, databases, records, and other unpublished financial data and reports; (iv) the Company’s methods of doing business, including information about the Company’s use of technology and specific processes in drilling, completing and producing oil and natural gas wells; (v) the Company's employee information, including, but not limited to, salary information, Company employee lists, job functions, duties, reporting relationships, skills and other relevant personal information, and the Company's vendor and contractor information, including pricing and work scope (unless otherwise publicly available); and (vi) intellectual property of the Company, such as trade secrets, patents, trademarks, and copyrights, as well as information conceived, originated, discovered or developed by any employee of the Company, related to the products, processes, and business operating procedures of the Company, or any organizations affiliated or doing business with the Company, including information relating to research, development or inventions. Such information will hereinafter collectively be called “Confidential Information” and will include any and all items enumerated in the preceding sentence and coming within the scope of the business of the Company or any of its subsidiaries or affiliates as to which you had access, whether conceived or developed by others or by you alone or with others during the period of your service to the Company (as an employee or director), whether or not conceived or developed during regular working hours. Confidential Information can be intangible (e.g., is only maintained in the minds of Company personnel) or tangible (e.g., it has been reduced to a tangible medium, such as documents, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, email, voice mail, electronic databases, maps, and all other writings or materials of any type). You will not during your membership on the Board, nor during the Restricted Period, (a) disclose, directly or indirectly, any Confidential Information to any person, other than (i) the Company or personnel thereof, (ii) any person who, at the time of such disclosure, in your reasonable judgment, needs to know such Confidential Information and to whom you have been expressly authorized, in advance and in writing by an executive officer of the Company, to disclose such Confidential Information, or (iii) as otherwise required by applicable law and in all such cases only to the extent required and after prompt notice to the Company; or (b) use any Confidential Information, directly or indirectly, for your own benefit or for the benefit of any other person or entity.
Non-Competition. In consideration of the proprietary information you have received and will continue to receive from the Company and the other benefits and obligations provided under this Agreement, and to protect the Company’s Confidential Information (as defined above) and goodwill, you agree that during your membership on the Board and during the twelve (12) month period immediately following any termination of your membership on the Board (such periods of time, together, the “Restricted Period”), you will not in any capacity, for yourself or for others, directly or indirectly, unless expressly approved in advance by the Board (i) own any equity or other ownership interest in a Competitor (defined below), (ii) manage, operate, participate in, finance, or control a Competitor, or (iii) in a similar role or function as which you performed for the Company (whether prior to the execution of this Agreement or after the execution of this Agreement), work for, be employed by, engage in duties, provide services to, consult, or advise a Competitor. The term “Competitor” means any person, firm, entity, business, or organization that is engaged in, or is planning to engage in, the “Business” within the “Geographic Area”. Competitor expressly includes you acting on your own behalf; provided, however, that ownership of up to three percent (3%) of the issued and outstanding voting securities of any publicly traded entity shall not be deemed as engaging in the business of that entity solely by reason of such ownership of up to three percent (3%) of that entity’s voting securities.
For purposes of this Agreement, you acknowledge and agree (i) that the Company is primarily engaged in the exploration, development, and/or production of hydrocarbons and owns or operates producing oil and gas wells and hydrocarbon treating and transportation facilities, and (ii) that those activities, as well as any additional products, services, or business the Company provides or conducts during your membership on the Board, collectively constitute the “Business.”
The term “Geographic Area” means any oil and gas basin in which the Company is active (whether such basin is exploratory, in development or producing) or has been active during the 12-month period preceding the termination of your membership on the Board.
In furtherance of the above, and for the avoidance of doubt, you agree that, during the Restricted Period, you will comply with the provisions of the EOG Resources, Inc. Code of Business Conduct and Ethics for Directors, Officers and Employees (as may be amended from time to time), specifically the provisions therein regarding conflicts of interest, outside business activities and corporate opportunities (as such provisions may be amended from time to time and including any successor provisions thereto), which provisions are incorporated herein by reference and shall be deemed to be part of this “Non-Competition” section.
Non-Solicitation. You agree that during the Restricted Period, you will not directly or indirectly:
(A)solicit (regardless of which party initiated contact), induce, or attempt to induce (or approach, authorize, solicit, hire, retain, or assist any person or entity for the foregoing purposes) any clients, customers, vendors, subcontractors, or suppliers of the Company or its affiliates, as the case may be, with whom you had business contact or as to whom you had access to Confidential Information or proprietary information, to cease or otherwise modify its doing business, in whole or in part, with or through the Company or its affiliates or to become a client or customer of any Competitor; or
(B)recruit, solicit, induce, or attempt to induce (regardless of which party initiated contact) any other person who is employed at the Company, who was employed by the Company during the 60-days prior to the termination of your membership on the Board, with whom you had business contact or as to whom you had access to Confidential Information or proprietary information, to (i) leave the employ of the Company, (ii) deviate from full-time employment and devotion of full-time effort in his or her employment with the Company, or (iii) otherwise directly or indirectly own, manage, operate, control, be employed by, perform any services for, consult with, solicit business for, participate in, or be connected with the ownership, management, operation, or control of any business, other than that of the Company, or assist any entity, in any manner, in doing any of the foregoing actions. Notwithstanding the foregoing, general solicitations not specifically targeting such restricted employees (such as through the placing of a classified ad in a newspaper) shall not be a breach of this provision.
Severability. If any provision of this Agreement is held by a court of law to be illegal, invalid, or unenforceable, (i) that provision shall be amended to achieve as nearly as possible the same effect as the original provision, and (ii) the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
Non-Disparagement. You agree you will not, during your membership on the Board or at any time thereafter, make any disparaging remarks about the Company or any of its employees, officers, directors, agents, or representatives, verbally or in writing, including, without limitation, (i) to the press and/or media, journalists of any kind, newspapers, periodicals, radio, television, cable and/or satellite reporters, programs or telecasts, or Internet media or (ii) posting on YouTube, Facebook, Twitter, Instagram, Snapchat, TikTok, blogs or other public forums. You also agree you will not, during your membership on the Board or at any time thereafter, otherwise take any action that could reasonably be anticipated to cause damage to the reputation, goodwill, or business of the Company or any of its employees, officers, directors, agents, or representatives. Notwithstanding the foregoing provision, nothing in this paragraph or this Agreement shall preclude you from responding truthfully to a valid subpoena, cooperating with a governmental agency in connection with any investigation it is conducting, voluntarily communicating with the Securities and Exchange Commission concerning possible securities laws violations, or taking any action otherwise required by law, legal process, or rules of professional conduct or permitted by this Agreement.
Delivery of Documents. By accepting the terms of this Agreement, you consent to the electronic delivery of documents related to your current or future participation in the Plan (including the Plan documents; this Agreement; any prospectus or other documents describing the terms and conditions of the Plan and this Award; and the Company’s annual report to stockholders, Annual Report on Form 10-K and definitive proxy statement), and you acknowledge that such electronic delivery may be made by the Company, in its sole discretion, by one or more of the following methods: (i) the posting of such documents on the Company’s intranet website or external website; (ii) the posting of such documents on the UBS Financial Services, Inc. website; (iii) the delivery of such documents via the UBS Financial Services, Inc. website; (iv) the posting of such documents to another Company intranet website or third party internet website accessible by you; or (v) delivery via electronic mail, by attaching such documents to such electronic email and/or including a link to such documents on a Company intranet website or external website or third party internet website accessible by you. Notwithstanding the foregoing, you also acknowledge that the Company may, in its sole discretion (and as an alternative to, or in addition to, electronic delivery) deliver a paper copy of any such documents to you. You further acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost to you by contacting the Company (Attention: Human Resources Department) by telephone or in writing.
IN WITNESS WHEREOF, the Company and Grantee have duly executed this Agreement effective as of the Date of Grant set forth above.
COMPANY
By: /s/ Patricia L. Edwards
Name: Patricia L. Edwards
Title: Senior Vice President and Chief Human Resources Officer
GRANTEE
/s/ William R. Thomas
William R. Thomas
Annex A
Definitions of Certain Terms
“Peer Company” shall mean each of (i) APA Corporation (ticker symbol: APA); (ii) ConocoPhillips (ticker symbol: COP); (iii) Devon Energy Corporation (ticker symbol: DVN); (iv) Diamondback Energy, Inc. (ticker symbol: FANG); (v) Hess Corporation (ticker symbol: HES); (vi) Marathon Oil Corporation (ticker symbol: MRO); (vii) Occidental Petroleum Corporation (ticker symbol: OXY); (viii) Pioneer Natural Resources Company (ticker symbol: PXD); and (ix) S&P 500 (collectively, and including any Replaced Peer Company, the “Peer Companies”); provided, however, that in the event of a public announcement or other public disclosure during the Performance Period regarding the execution of a definitive agreement with respect to a merger, acquisition, consolidation or similar transaction upon the consummation of which a Peer Company will cease to be a publicly traded company (a “Corporate Transaction”), then such Peer Company (a “Replaced Peer Company”) shall, for purposes of the Committee’s certification referenced above and as set forth in the “Total Shareholder Return – Replaced Peer Company” definition below and without regard to whether the Corporate Transaction is ultimately consummated, be replaced by S5OILP for the remainder of the Performance Period beginning on the date that the Replaced Peer Company or its counterparty first issues such a public announcement or other public disclosure regarding the Corporate Transaction (such date, the “Announcement Date”); and provided further, should any Peer Company, due to its financial performance or financial condition (e.g., bankruptcy), cease to have its voting stock be publicly traded (either temporarily or permanently), such Peer Company shall nevertheless continue to be a Peer Company for purposes of the Committee’s certification referenced above.
“Performance Period” shall mean the three-year period from and including January 1 of the year immediately following the year of the Date of Grant through December 31 of the third year immediately following the year of the Date of Grant (except as provided above under “Termination of Employment – Due to a Change in Control” in the case of a Change in Control of the Company).
“Replaced Peer Company’s Total Shareholder Return” shall mean the Replaced Peer Company’s average daily closing stock price for December of the year of the Date of Grant as compared to the Replaced Peer Company’s closing stock price on the trading day immediately preceding the Announcement Date (as defined above), assuming the reinvestment of dividends and as adjusted for stock splits, recapitalizations, reorganizations or other similar adjustments or changes in the Replaced Peer Company’s capital structure, and expressed as a positive or negative percentage (as the case may be).
“S5OILP Total Shareholder Return” shall mean the S5OILP’s closing index value on the trading day immediately preceding the Announcement Date as compared to the S5OILP’s average daily closing index value for December of the third year immediately following the year of the Date of Grant, except as provided above under “Termination of Employment – Due to a Change in Control” in the case of a Change in Control of the Company), as adjusted for the reinvestment of dividends, and expressed as a positive or negative percentage (as the case may be); provided, however, that in the event the Announcement Date is a date in December of the third year immediately following the year of the Date of Grant, then the S5OILP’s closing index value on the trading day immediately preceding the Announcement Date shall be compared to the S5OILP’s average daily closing index value for the subsequent remaining trading days of December of the third year immediately following the year of the Date of Grant.
“S&P 500” shall mean the Standard & Poor’s 500 index (or any successor index thereto).
“Total Shareholder Return” for a company (i.e., for the Company or a Peer Company) shall mean such company’s average daily closing stock price (or average daily closing index value, in the case of S&P 500 or S5OILP) for December of the year of the Date of Grant as compared to the average daily closing stock price (or average daily closing index value, in the case of S&P 500 or S5OILP) for December of the third year immediately following the year of the Date of Grant, except as provided above under “Termination of Employment – Due to a Change in Control” in the case of a Change in Control of the Company), assuming the reinvestment of dividends and as adjusted for stock splits, recapitalizations, reorganizations or other similar adjustments or changes in the company’s capital structure, and expressed as a percentage (positive or negative (as the case may be)). Notwithstanding the foregoing, the Total Shareholder Return for a Replaced Peer Company shall be determined as set forth in the “Total Shareholder Return – Replaced Peer Company” definition below.
“Total Shareholder Return – Replaced Peer Company” for a Replaced Peer Company shall mean the percentage (positive or negative (as the case may be)) equal to the product of (A) multiplied by (B), minus 100%, where:
“(A)” is equal to 100% plus the Replaced Peer Company’s Total Shareholder Return, and
“(B)” is equal to 100% plus the S&P 500 Oil & Gas E&P Sub Industry Index (or any successor index thereto) (“S5OILP”) Total Shareholder Return.
“TSR Rank” of the Company among the Ten Total Companies (i.e., the Company and Nine (9) Peer Companies) | Applicable “Performance Multiple” | ||||
| 1 | 200% | ||||
| 2 | 175% | ||||
| 3 | 150% | ||||
| 4 | 125% | ||||
| 5 | 100% | ||||
| 6 | 75% | ||||
| 7 | 50% | ||||
| 8 | 25% | ||||
| 9 | 0% | ||||
| 10 | 0% | ||||
Exhibit 10.6
This document constitutes part of a prospectus covering securities
that have been registered under the Securities Act of 1933.
EOG RESOURCES, INC.
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Grantee: [First Name Middle Initial Last Name]
Congratulations! You have been granted an Award of EOG Resources, Inc. Restricted Stock Units as follows:
| Date of Grant: | [Month Day, Year] | |||||||
| Vesting Date: | 12 Months from the Date of Grant | |||||||
| Restricted Stock Units granted under this Award: | [# units] | |||||||
EOG Resources, Inc. (the “Company”) hereby grants to you, the above-named Grantee, effective as of the Date of Grant set forth above, a Restricted Stock Unit Award (the “Award”) in accordance with the terms set forth below.
General. This Restricted Stock Unit Award Agreement (this “Agreement”) is governed by the terms and conditions of the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan (as may be amended from time to time, the “Plan”), which is hereby made a part of this Agreement. All capitalized terms that are not defined in this Agreement have the meanings ascribed to them under the Plan. Under the terms of this Agreement and the Plan, a Restricted Stock Unit ledger account will be maintained by the Company (or its agent) until you become vested in the Restricted Stock Units. You will have no voting rights with respect to the Company common stock represented by such Restricted Stock Units until such time as the Company common stock is issued to you.
Vesting. Assuming you remain a member of the Company’s Board, this Award shall vest on the Vesting Date. Unless you previously elected otherwise, the shares of Company common stock represented by the Restricted Stock Units awarded hereunder that have vested in accordance with the terms hereunder shall be issued to you on the first business day following the date of vesting (or as soon as administratively practicable thereafter, but no later than 60 days after such date).
Termination of Board Membership. Except as provided below, if your Board membership terminates prior to the Vesting Date, this Award shall terminate and all Restricted Stock Units awarded hereunder shall be forfeited and canceled.
Due to Disability or Death. If your membership on the Board terminates due to Disability or death prior to the Vesting Date, all forfeiture restrictions on the Restricted Stock Units awarded hereunder shall lapse and all shares of Company common stock represented by the Restricted Stock Units shall be distributed to you, your estate, or the person who acquires this Award by will or the laws of descent and distribution or otherwise by reason of your death, as applicable, as soon as administratively practicable following the date of termination of your Board membership or the date of your death (as the case may be), but no later than 60 days after such date.
Due to Not Standing for Re-Election, Failure to be Re-Elected or Resignation Pursuant to Corporate Governance Guidelines. If your membership on the Board terminates prior to the Vesting Date because you do not stand for re-election, or are not re-elected, to the Board at the following Annual Meeting of Stockholders, or your resignation from the Board pursuant to Section 11 (or a successor section) of the Company’s Corporate Governance Guidelines (or any corresponding successor document) is accepted, all forfeiture restrictions on the Restricted Stock Units awarded hereunder shall lapse and all shares of Company common stock represented by the Restricted Stock Units shall be distributed to you as soon as administratively practicable following the expiration of your term as a director, but no later than 60 days after such date.
Due to Cause. If you are removed from the Board for cause prior to the Vesting Date, this Award shall terminate and all Restricted Stock Units awarded hereunder shall be forfeited and canceled. For purposes of this Agreement, “cause” shall mean gross negligence or willful misconduct in the performance of your duties as a Director, or final conviction of a felony or of a misdemeanor involving moral turpitude.
Due to a Change in Control. If your membership on the Board terminates during the two-year period following a Change in Control of the Company prior to the Vesting Date, all forfeiture restrictions on the Restricted Stock Units awarded hereunder shall lapse as of the date of termination of your Board membership and all shares of Company common stock represented by the Restricted Stock Units shall be distributed to you as soon as administratively practicable following the effective date of termination of your Board membership, but no later than 60 days after such date; provided, however, that if the event constituting the Change in Control of the Company does not qualify as a change in effective ownership or control of the Company for purposes of Section 409A, then, pursuant to Section 12.2 of the Plan, such distribution shall be delayed until the earliest time that such distribution would be Permissible under Section 409A.
Deferral of Award. Subject to the foregoing and contingent on you remaining on the Board until the Vesting Date, if you have elected for your Restricted Stock Units to be treated upon vesting as “phantom” shares in accordance with the terms of the EOG Resources, Inc. 409A Deferred Compensation Plan (as amended, the “Deferral Plan”), then this Award shall, from the date that is 12 months from the Date of Grant, be governed by the terms of the Deferral Plan and this Agreement, and you will have no voting rights with respect to the Company common stock represented by such “phantom” shares until such time as shares of Company common stock are issued to you in accordance with the Deferral Plan.
Section 409A. The Plan and this Agreement are intended to meet the requirements of Section 409A, and shall be administered such that any payment, settlement, or deferrals of amounts hereunder shall not be subject to any excise penalty tax that may be imposed thereunder.
Delivery of Documents. By accepting the terms of this Agreement, you consent to the electronic delivery of documents related to your current or future participation in the Plan (including the Plan documents; this Agreement; any prospectus or other documents describing the terms and conditions of the Plan and this Award; and the Company’s annual report to stockholders, Annual Report on Form 10-K and definitive proxy statement), and you acknowledge that such electronic delivery may be made by the Company, in its sole discretion, by one or more of the following methods: (i) the posting of such documents on the Company’s intranet website or external website; (ii) the posting of such documents on the UBS Financial Services, Inc. website; (iii) the delivery of such documents via the UBS Financial Services, Inc. website; (iv) the posting of such documents to another Company intranet website or third party internet website accessible by you; or (v) delivery via electronic mail, by attaching such documents to such electronic email and/or including a link to such documents on a Company intranet website or external website or third party internet website accessible by you. Notwithstanding the foregoing, you also acknowledge that the Company may, in its sole discretion (and as an alternative to, or in addition to, electronic delivery) deliver a paper copy of any such documents to you. You further acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost to you by contacting the Company (Attention: Human Resources Department) by telephone or in writing.
EXHIBIT 31.1
CERTIFICATIONS
I, Ezra Y. Yacob, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of EOG Resources, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(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
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(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.
Date: November 4, 2021
/s/ EZRA Y. YACOB
Ezra Y. Yacob
Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 31.2
CERTIFICATIONS
I, Timothy K. Driggers, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of EOG Resources, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(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
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(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.
Date: November 4, 2021
/s/ TIMOTHY K. DRIGGERS
Timothy K. Driggers
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
EXHIBIT 32.1
CERTIFICATION OF PERIODIC REPORT
I, Ezra Y. Yacob, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1)The Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2021 (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.
Date: November 4, 2021
/s/ EZRA Y. YACOB
Ezra Y. Yacob
Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 32.2
CERTIFICATION OF PERIODIC REPORT
I, Timothy K. Driggers, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1)The Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2021 (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.
Date: November 4, 2021
/s/ TIMOTHY K. DRIGGERS
Timothy K. Driggers
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Exhibit 95
Mine Safety Disclosure Exhibit
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act and the related rules promulgated thereunder by the United States Securities and Exchange Commission (SEC), each operator of a coal or other mine is required to disclose certain mine safety matters in its periodic reports filed with the SEC.
EOG Resources, Inc. (EOG) has sand mining facilities in Texas and Wisconsin, which have supported EOG's exploration and development operations. EOG's sand mining operations are subject to regulation by the federal Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977 (Mine Act). MSHA inspects mining facilities on a regular basis and issues citations and orders when it believes a violation has occurred under the Mine Act.
EOG was the operator of record of the following sand mining facilities during the quarter ended September 30, 2021:
•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).
__________
During the quarter ended September 30, 2021, EOG did not receive any of the following from MSHA: (i) a citation for a violation of a mandatory health or safety standard that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard under Section 104 of the Mine Act; (ii) an order issued under Section 104(b) of the Mine Act; (iii) a citation or order for unwarrantable failure to comply with mandatory health or safety standards under Section 104(d) of the Mine Act; (iv) written notice of a flagrant violation under Section 110(b)(2) of the Mine Act; (v) an imminent danger order issued under Section 107(a) of the Mine Act; (vi) any proposed assessments under the Mine Act; (vii) written notice of a pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of mine health or safety hazards under Section 104(e) of the Mine Act; or (viii) written notice of the potential to have such a pattern. Moreover, during the quarter ended September 30, 2021, EOG did not experience a mining-related fatality.
In addition, as of September 30, 2021, EOG did not have any legal action pending before the Federal Mine Safety and Health Review Commission (Mine Commission), and did not have any legal actions instituted or resolved before the Mine Commission during the quarter ended September 30, 2021.
