The Quarterly
EOG Q1 2016 10-Q

Eog Resources Inc (EOG) SEC Quarterly Report (10-Q) for Q2 2016

EOG Q3 2016 10-Q
EOG Q1 2016 10-Q EOG Q3 2016 10-Q


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


(Mark One)


ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2016

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-9743

EOG RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware

47-0684736

(State or other jurisdiction

 of incorporation or organization)

(I.R.S. Employer

Identification No.)


1111 Bagby, Sky Lobby 2, Houston, Texas 77002

(Address of principal executive offices)       (Zip Code)


713-651-7000

(Registrant's telephone number, including area code)


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  ý No  o


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).  

Yes  ý  No  o


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ý    Accelerated filer  o    Non-accelerated filer  o   Smaller reporting company  o


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  

Yes  o  No  ý


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

550,643,529 (as of July 27, 2016)





EOG RESOURCES, INC.


TABLE OF CONTENTS




PART I.

FINANCIAL INFORMATION

Page No.

ITEM 1.

Financial Statements (Unaudited)

Consolidated Statements of Income and Comprehensive Income - Three Months Ended June 30, 2016 and 2015 and Six Months Ended June 30, 2016 and 2015

3

Consolidated Balance Sheets - June 30, 2016 and December 31, 2015

4

Consolidated Statements of Cash Flows - Six Months Ended June 30, 2016 and 2015

5

Notes to Consolidated Financial Statements

6

ITEM 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

15

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

30

ITEM 4.

Controls and Procedures

30

PART II.

OTHER INFORMATION

ITEM 1.

Legal Proceedings

31

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

31

ITEM 4.

Mine Safety Disclosures

31

ITEM 6.

Exhibits

32

SIGNATURES

33

EXHIBIT INDEX

34


- 2 -




PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

EOG RESOURCES, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(In Thousands, Except Per Share Data)

(Unaudited)

Three Months Ended 
 June 30,

Six Months Ended 
 June 30,

2016

2015

2016

2015

Net Operating Revenues

Crude Oil and Condensate

$

1,059,690


$

1,452,756


$

1,813,401


$

2,713,000


Natural Gas Liquids

111,643


103,930


186,962


215,920


Natural Gas

155,983


274,038


321,486


561,820


Gains (Losses) on Mark-to-Market Commodity Derivative
   Contracts

(44,373

)

(48,493

)

(38,938

)

27,715


Gathering, Processing and Marketing

485,256


678,356


819,209


1,248,626


Losses on Asset Dispositions, Net

(15,550

)

(5,564

)

(6,403

)

(3,957

)

Other, Net

23,091


14,678


34,372


25,115


Total

1,775,740


2,469,701


3,130,089


4,788,239


Operating Expenses





Lease and Well

218,393


289,664


459,258


651,145


Transportation Costs

179,471


209,833


369,925


438,145


Gathering and Processing Costs

29,226


34,997


57,750


71,006


Exploration Costs

30,559


43,755


60,388


83,204


Dry Hole Costs

(172

)

(551

)

74


14,119


Impairments

72,714


68,519


144,331


137,955


Marketing Costs

480,046


670,169


820,900


1,308,831


Depreciation, Depletion and Amortization

862,491


909,227


1,791,382


1,822,015


General and Administrative

97,705


82,324


198,236


166,621


Taxes Other Than Income

93,480


122,138


154,159


228,567


Total

2,063,913


2,430,075


4,056,403


4,921,608


Operating Income (Loss)

(288,173

)

39,626


(926,314

)

(133,369

)

Other Income (Expense), Net

(20,996

)

9,380


(25,433

)

(611

)

Income (Loss) Before Interest Expense and Income Taxes

(309,169

)

49,006


(951,747

)

(133,980

)

Interest Expense, Net

71,108


60,484


139,498


113,829


Loss Before Income Taxes

(380,277

)

(11,478

)

(1,091,245

)

(247,809

)

Income Tax Benefit

(87,719

)

(16,746

)

(326,911

)

(83,329

)

Net Income (Loss)

$

(292,558

)

$

5,268


$

(764,334

)

$

(164,480

)

Net Income (Loss) Per Share





Basic

$

(0.53

)

$

0.01


$

(1.40

)

$

(0.30

)

Diluted

$

(0.53

)

$

0.01


$

(1.40

)

$

(0.30

)

Dividends Declared per Common Share

$

0.1675


$

0.1675


$

0.3350


$

0.3350


Average Number of Common Shares





Basic

547,335


545,504


547,029


545,245


Diluted

547,335


549,683


547,029


545,245


Comprehensive Income (Loss)





Net Income (Loss)

$

(292,558

)

$

5,268


$

(764,334

)

$

(164,480

)

Other Comprehensive Income (Loss)





Foreign Currency Translation Adjustments

5,844


8,404


8,029


(4,763

)

Other, Net of Tax

23


27


45


(184

)

Other Comprehensive Income (Loss)

5,867


8,431


8,074


(4,947

)

Comprehensive Income (Loss)

$

(286,691

)

$

13,699


$

(756,260

)

$

(169,427

)



The accompanying notes are an integral part of these consolidated financial statements.


- 3 -




EOG RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Data)

(Unaudited)

June 30,
2016

December 31,
2015

ASSETS

Current Assets

Cash and Cash Equivalents

$

779,722


$

718,506


Accounts Receivable, Net

935,592


930,610


Inventories

495,826


598,935


Income Taxes Receivable

4,880


40,704


Deferred Income Taxes

46,712


147,812


Other

187,389


155,677


Total

2,450,121


2,592,244


Property, Plant and Equipment



Oil and Gas Properties (Successful Efforts Method)

51,355,620


50,613,241


Other Property, Plant and Equipment

4,001,132


3,986,610


Total Property, Plant and Equipment

55,356,752


54,599,851


Less:  Accumulated Depreciation, Depletion and Amortization

(32,143,873

)

(30,389,130

)

Total Property, Plant and Equipment, Net

23,212,879


24,210,721


Other Assets

167,538


167,505


Total Assets

$

25,830,538


$

26,970,470


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities



Accounts Payable

$

1,305,651


$

1,471,953


Accrued Taxes Payable

138,395


93,618


Dividends Payable

91,679


91,546


Liabilities from Price Risk Management Activities

1,315


-


Current Portion of Long-Term Debt

6,579


6,579


Other

168,642


155,591


Total

1,712,261


1,819,287


Long-Term Debt

6,979,286


6,648,911


Other Liabilities

978,513


971,335


Deferred Income Taxes

4,103,777


4,587,902


Commitments and Contingencies (Note 8)





Stockholders' Equity



Common Stock, $0.01 Par, 640,000,000 Shares Authorized and 551,004,831 Shares Issued at June 30, 2016 and 550,150,823 Shares Issued at December 31, 2015

205,510


205,502


Additional Paid in Capital

2,982,047


2,923,461


Accumulated Other Comprehensive Loss

(25,264

)

(33,338

)

Retained Earnings

8,923,666


9,870,816


Common Stock Held in Treasury, 375,869 Shares at June 30, 2016 and 292,179 Shares at December 31, 2015

(29,258

)

(23,406

)

Total Stockholders' Equity

12,056,701


12,943,035


Total Liabilities and Stockholders' Equity

$

25,830,538


$

26,970,470



The accompanying notes are an integral part of these consolidated financial statements.


- 4 -


EOG RESOURCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

Six Months Ended 
 June 30,

2016

2015

Cash Flows from Operating Activities

Reconciliation of Net Loss to Net Cash Provided by Operating Activities:

Net Loss

$

(764,334

)

$

(164,480

)

Items Not Requiring (Providing) Cash



Depreciation, Depletion and Amortization

1,791,382


1,822,015


Impairments

144,331


137,955


Stock-Based Compensation Expenses

59,471


61,650


Deferred Income Taxes

(384,294

)

(154,803

)

Losses on Asset Dispositions, Net

6,403


3,957


Other, Net

29,991


6,787


Dry Hole Costs

74


14,119


Mark-to-Market Commodity Derivative Contracts



Total (Gains) Losses

38,938


(27,715

)

Net Cash Received from Settlements of Commodity Derivative Contracts

2,852


561,142


Excess Tax Benefits from Stock-Based Compensation

(11,811

)

(16,393

)

Other, Net

5,008


6,346


Changes in Components of Working Capital and Other Assets and Liabilities



Accounts Receivable

(22,572

)

298,183


Inventories

95,813


37,609


Accounts Payable

(203,358

)

(999,644

)

Accrued Taxes Payable

93,320


64,124


Other Assets

(33,589

)

76,114


Other Liabilities

1,565


(48,848

)

Changes in Components of Working Capital Associated with Investing and Financing Activities

(54,453

)

169,802


Net Cash Provided by Operating Activities

794,737


1,847,920


Investing Cash Flows



Additions to Oil and Gas Properties

(1,143,549

)

(2,611,848

)

Additions to Other Property, Plant and Equipment

(44,584

)

(201,597

)

Proceeds from Sales of Assets

252,529


116,166


Changes in Components of Working Capital Associated with Investing Activities

54,477


(169,903

)

Net Cash Used in Investing Activities

(881,127

)

(2,867,182

)

Financing Cash Flows



Net Commercial Paper Repayments

(259,718

)

-


Long-Term Debt Borrowings

991,097


990,225


Long-Term Debt Repayments

(400,000

)

(500,000

)

Dividends Paid

(184,036

)

(183,130

)

Excess Tax Benefits from Stock-Based Compensation

11,811


16,393


Treasury Stock Purchased

(28,755

)

(26,362

)

Proceeds from Stock Options Exercised and Employee Stock Purchase Plan

10,624


14,484


Debt Issuance Costs

(1,602

)

(1,585

)

Repayment of Capital Lease Obligation

(3,150

)

(3,053

)

Other, Net

(24

)

101


Net Cash Provided by Financing Activities

136,247


307,073


Effect of Exchange Rate Changes on Cash

11,359


(7,629

)

Increase (Decrease) in Cash and Cash Equivalents

61,216


(719,818

)

Cash and Cash Equivalents at Beginning of Period

718,506


2,087,213


Cash and Cash Equivalents at End of Period

$

779,722


$

1,367,395


The accompanying notes are an integral part of these consolidated financial statements.


- 5 -




EOG RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


1. Summary of Significant Accounting Policies


General. The 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 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, 2015 , filed on February 25, 2016 (EOG's 2015 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 six months ended June 30, 2016 , are not necessarily indicative of the results to be expected for the full year.


Effective January 1, 2016, EOG adopted the provisions of Accounting Standards Update (ASU) 2015-03, "Interest - Computation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs" (ASU 2015-03). ASU 2015-03 requires that debt issuance costs be presented in the balance sheet as a direct reduction from the related debt liability rather than as an asset. In connection with the adoption of ASU 2015-03, EOG restated its December 31, 2015 Consolidated Balance Sheet to reclassify $ 4.8 million of unamortized debt issuance costs from "Other Assets" to "Long-Term Debt." Debt issuance costs related to EOG's senior unsecured credit facility remain classified as "Other Assets."


Recently Issued Accounting Standards. In March 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting" (ASU 2016-09), which amends certain aspects of accounting for share-based payment arrangements. ASU 2016-09 revises or provides alternative accounting for the tax impacts of share-based payment arrangements, forfeitures and minimum statutory tax withholdings and prescribes certain disclosures to be made in the period the new standard is adopted. ASU 2016-09 is effective for interim and annual periods beginning after December 15, 2016, and early application is permitted. EOG is evaluating ASU 2016-09 in order to determine what impact the new standard will have on its consolidated financial statements and related disclosures.


In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)" (ASU 2016-02), which significantly changes accounting for leases by requiring that lessees recognize a right-of-use asset and a related lease liability representing the obligation to make lease payments, for virtually all lease transactions. Additional disclosures about an entity's lease transactions will also be required. ASU 2016-02 defines a lease as "a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment (an identified asset) for a period of time in exchange for consideration." ASU 2016-02 is effective for interim and annual periods beginning after December 31, 2018 and early application is permitted. Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented in the financial statements using a modified retrospective approach. EOG is reviewing the provisions of ASU 2016-02 to determine the impact on its consolidated financial statements and related disclosures.


In November 2015, the FASB issued ASU 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes" (ASU 2015-17), which simplifies the presentation of deferred taxes in a classified balance sheet by eliminating the requirement to separate deferred income tax liabilities and assets into current and noncurrent amounts. Instead, ASU 2015-17 requires that all deferred tax liabilities and assets be shown as noncurrent in a classified balance sheet. ASU 2015-17 is effective for financial statements issued for interim and annual periods beginning after December 15, 2016, and early application is permitted. EOG does not intend to early-adopt ASU 2015-17 and does not expect the new standard to have a material impact on its consolidated financial statements and related disclosures.



- 6 -

EOG RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)



In July 2015, the FASB issued ASU 2015-11, "Accounting for Inventory" (ASU 2015-11), which requires entities to measure most inventory at lower of cost or net realizable value. ASU 2015-11 defines net realizable value as "the estimated selling prices in the ordinary course of business, less reasonably predictable cost of completion, disposal and transportation." ASU 2015-11 is effective prospectively for interim and annual periods beginning after December 15, 2016, and early application is permitted. EOG is reviewing the requirements of the new standard and does not believe that the adoption of ASU 2015-11 will have a material impact on its consolidated financial statements and related disclosures.


In May 2014, the FASB issued ASU 2014-09, "Revenue From Contracts With Customers" (ASU 2014-09), which will require entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 will supersede most current guidance related to revenue recognition when it becomes effective. The new standard also will require expanded disclosures regarding the nature, amount, timing and certainty of revenue and cash flows from contracts with customers. ASU 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2017, and early adoption is permitted.  The new standard permits adoption through the use of either the full retrospective approach or a modified retrospective approach.  In May 2016, the FASB issued ASU 2016-11 which rescinds certain SEC guidance in the Accounting Standards Codification, including guidance related to the use of the "entitlements" method of revenue recognition used by EOG. EOG does not intend to early-adopt ASU 2014-09 and has not determined which transition method it will use. EOG continues to analyze ASU 2014-09, as well as subsequent guidance which amends and clarifies certain aspects of ASU 2014-09, in order to determine what impact it will have on EOG's consolidated financial statements and related disclosures.



2. Stock-Based Compensation


As more fully discussed in Note 7 to the Consolidated Financial Statements included in EOG's 2015 Annual Report, EOG maintains various stock-based compensation plans. Stock-based compensation expense is included on the Consolidated Statements of Income and Comprehensive Income based upon the job function of the employees receiving the grants as follows (in millions):

Three Months Ended 
 June 30,

Six Months Ended 
 June 30,

2016

2015

2016

2015

Lease and Well

$

8.9


$

10.5


$

19.3


$

22.6


Gathering and Processing Costs

0.3


0.3


0.6


0.6


Exploration Costs

5.0


5.9


11.5


13.3


General and Administrative

12.9


11.9


28.1


25.2


Total

$

27.1


$

28.6


$

59.5


$

61.7



The Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (2008 Plan) provides for grants of stock options, stock-settled stock appreciation rights (SARs), restricted stock and restricted stock units, performance units and performance stock and other stock-based awards. At June 30, 2016 , approximately 24.5 million common shares remained available for grant under the 2008 Plan. EOG's policy is to issue shares related to the 2008 Plan from previously authorized unissued shares or treasury shares to the extent treasury shares are available.


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 $13.0 million and $11.7 million during the three months ended June 30, 2016 and 2015 , respectively, and $26.2 million and $23.3 million during the six months ended June 30, 2016 and 2015 , respectively.



- 7 -

EOG RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)



Weighted average fair values and valuation assumptions used to value stock option, SAR and ESPP grants during the six -month periods ended June 30, 2016 and 2015 are as follows:

Stock Options/SARs

ESPP

Six Months Ended 
 June 30,

Six Months Ended 
 June 30,

2016

2015

2016

2015

Weighted Average Fair Value of Grants

$

21.04


$

29.78


$

17.56


$

23.39


Expected Volatility

35.90

%

38.93

%

36.79

%

37.47

%

Risk-Free Interest Rate

0.93

%

0.82

%

0.49

%

0.11

%

Dividend Yield

0.91

%

0.73

%

0.82

%

0.72

%

Expected Life

5.3 years


5.3 years


0.5 years


0.5 years



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 six -month periods ended June 30, 2016 and 2015 (stock options and SARs in thousands):

Six Months Ended 
 June 30, 2016

Six Months Ended 
 June 30, 2015

Number of

Stock

Options/SARs

Weighted

Average

Grant

Price

Number of

Stock

Options/SARs

Weighted

Average

Grant

Price

Outstanding at January 1

10,744


$

67.98


10,493


$

64.96


Granted

11


71.51


39


92.37


Exercised (1)

(790

)

44.31


(885

)

48.30


Forfeited

(150

)

85.91


(177

)

79.43


Outstanding at June 30 (2)

9,815


$

69.61


9,470


$

66.36


Vested or Expected to Vest (3)

9,490


$

69.24


8,987


$

65.56


Exercisable at June 30 (4)

5,638


$

61.50


4,635


$

50.92



(1)

The total intrinsic value of stock options/SARs exercised for the six months ended June 30, 2016 and 2015 was $26.8 million and $39.1 million, respectively. The intrinsic value is based upon the difference between the market price of EOG's common stock on the date of exercise and the grant price of the stock options/SARs.

(2)

The total intrinsic value of stock options/SARs outstanding at June 30, 2016 and 2015 was $173.1 million and $229.5 million, respectively. At June 30, 2016 and 2015 , the weighted average remaining contractual life was 3.6 years and 3.9 years, respectively.

(3)

The total intrinsic value of stock options/SARs vested or expected to vest at June 30, 2016 and 2015 was $170.3 million and $223.6 million, respectively. At June 30, 2016 and 2015 , the weighted average remaining contractual life was 3.6 years and 3.9 years, respectively.

(4)

The total intrinsic value of stock options/SARs exercisable at June 30, 2016 and 2015 was $137.7 million and $170.9 million, respectively. At June 30, 2016 and 2015 , the weighted average remaining contractual life was 2.4 years and 2.6 years, respectively.


At June 30, 2016 , unrecognized compensation expense related to non-vested stock option, SAR and ESPP grants totaled $76.0 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 $13.7 million and $ 16.5 million for the three months ended June 30, 2016 and 2015 , respectively, and $32.4 million and $ 37.7 million for the six months ended June 30, 2016 and 2015, respectively.



- 8 -

EOG RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)



The following table sets forth restricted stock and restricted stock unit transactions for the six -month periods ended June 30, 2016 and 2015 (shares and units in thousands):

Six Months Ended 
 June 30, 2016

Six Months Ended 
 June 30, 2015

Number of

Shares and

Units

Weighted

Average

Grant Date

Fair Value

Number of

Shares and

Units

Weighted

Average

Grant Date

Fair Value

Outstanding at January 1

4,908


$

70.35


5,394


$

64.39


Granted

306


75.56


456


88.29


Released (1)

(798

)

61.36


(593

)

54.85


Forfeited

(203

)

76.97


(130

)

74.13


Outstanding at June 30 (2)

4,213


$

72.11


5,127


$

67.37


(1)

The total intrinsic value of restricted stock and restricted stock units released for the six months ended June 30, 2016 and 2015 was $60.8 million and $53.9 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 June 30, 2016 and 2015 was $351.5 million and $448.9 million, respectively.


At June 30, 2016 , unrecognized compensation expense related to restricted stock and restricted stock units totaled $137.8 million . Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 2.3 years .


Performance Units and Performance Stock. EOG grants performance units and/or performance stock (Performance Awards) to its executive officers. As more fully discussed in the grant agreements, the performance metric applicable to these performance-based grants 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 Awards granted could be outstanding. Subject to the termination provisions set forth in the grant agreements and the applicable performance multiple, the grants of Performance Awards will "cliff" vest five years from the date of grant. The fair value of the Performance Awards is estimated using a Monte Carlo simulation.


At December 31, 2015, 405,000 Performance Awards were outstanding. Upon completion of the Performance Period for the Performance Awards granted in 2012, a performance multiple of 200% was applied to the 2012 grants resulting in an additional grant of 142,556 Performance Awards in February 2016. Performance Awards totaling 134,016 were released during the six months ended June 30, 2016 , with a total intrinsic value of $9.7 million , based upon the closing price of EOG's common stock on the release date. Upon the application of the performance multiple at the completion of the remaining Performance Periods, a minimum of 151,096 and a maximum of 675,984 Performance Awards could be outstanding. There were 413,540 Performance Awards outstanding as of June 30, 2016 .


Stock-based compensation expense related to the Performance Award grants totaled $0.4 million for both the three month periods ended June 30, 2016 and 2015 , respectively, and $0.9 million and $ 0.7 million for the six months ended June 30, 2016 and 2015 , respectively. At June 30, 2016 , unrecognized compensation expense related to Performance Awards totaled $5.1 million . Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 2.8 years .



- 9 -

EOG RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)



3. Net Income (Loss) Per Share


The following table sets forth the computation of Net Income (Loss) Per Share for the three -month and six -month periods ended June 30, 2016 and 2015 (in thousands, except per share data):

Three Months Ended 
 June 30,

Six Months Ended 
 June 30,

2016

2015

2016

2015

Numerator for Basic and Diluted Earnings Per Share -

Net Income (Loss)

$

(292,558

)

$

5,268


$

(764,334

)

$

(164,480

)

Denominator for Basic Earnings Per Share -





Weighted Average Shares

547,335


545,504


547,029


545,245


Potential Dilutive Common Shares -





Stock Options/SARs

-


1,960


-


-


Restricted Stock/Units and Performance Units/Stock

-


2,219


-


-


Denominator for Diluted Earnings Per Share -





Adjusted Diluted Weighted Average Shares

547,335


549,683


547,029


545,245


Net Income (Loss) Per Share





Basic

$

(0.53

)

$

0.01


$

(1.40

)

$

(0.30

)

Diluted

$

(0.53

)

$

0.01


$

(1.40

)

$

(0.30

)


The diluted earnings per share calculation excludes stock options, SARs, restricted stock and units and performance units and stock that were anti-dilutive. Shares underlying the excluded stock options and SARs totaled 10.2 million and 2.0 million shares for the three months ended June 30, 2016 and 2015 , respectively, and 10.4 million and 10.0 million shares for the six months ended June 30, 2016 and 2015 , respectively. For both the three months and six months ended June 30, 2016 , 4.6 million shares of restricted stock, restricted stock units and performance units were excluded. For the three months and six months ended June 30, 2015 , zero and 5.5 million shares, respectively, of restricted stock, restricted stock units and performance units were excluded.


4. Supplemental Cash Flow Information


Net cash paid for interest and income taxes was as follows for the six -month periods ended June 30, 2016 and 2015 (in thousands):

Six Months Ended 
 June 30,

2016

2015

Interest (1)

$

118,120


$

102,114


Income Taxes, Net of Refunds Received

$

(10,997

)

$

49,565


(1)

Net of capitalized interest of $17 million and $23 million for the six months ended June 30, 2016 and 2015 , respectively.


EOG's accrued capital expenditures at June 30, 2016 and 2015 were $371 million and $ 777 million , respectively.



- 10 -

EOG RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)



5. Segment Information


Selected financial information by reportable segment is presented below for the three -month and six -month periods ended June 30, 2016 and 2015 (in thousands):

Three Months Ended 
 June 30,

Six Months Ended 
 June 30,

2016

2015

2016

2015

Net Operating Revenues

United States

$

1,704,320


$

2,369,319


$

2,983,989


$

4,581,901


Trinidad

62,731


95,703


125,524


192,265


Other International (1)

8,689


4,679


20,576


14,073


Total

$

1,775,740


$

2,469,701


$

3,130,089


$

4,788,239


Operating Income (Loss)





United States

$

(280,593

)

$

20,232


$

(905,577

)

$

(161,624

)

Trinidad

17,054


45,907


25,932


92,887


Other International (1)

(24,634

)

(26,513

)

(46,669

)

(64,632

)

Total

(288,173

)

39,626


(926,314

)

(133,369

)

Reconciling Items





Other Income (Expense), Net

(20,996

)

9,380


(25,433

)

(611

)

Interest Expense, Net

(71,108

)

(60,484

)

(139,498

)

(113,829

)

Loss Before Income Taxes

$

(380,277

)

$

(11,478

)

$

(1,091,245

)

$

(247,809

)

(1)    Other International primarily includes EOG's United Kingdom, China, Canada and Argentina operations.


Total assets by reportable segment are presented below at June 30, 2016 and December 31, 2015 (in thousands):

At

June 30,

2016

At

December 31,

2015

Total Assets

United States

$

24,300,025


$

25,347,134


Trinidad

871,072


886,826


Other International (1)

659,441


736,510


Total

$

25,830,538


$

26,970,470


(1)    Other International primarily consists of EOG's United Kingdom, China, Canada and Argentina operations.



- 11 -

EOG RESOURCES, INC.

NOTES TO 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 six -month periods ended June 30, 2016 and 2015 (in thousands):

Six Months Ended 
 June 30,

2016

2015

Carrying Amount at Beginning of Period

$

811,554


$

752,718


Liabilities Incurred

18,258


19,990


Liabilities Settled (1)

(18,043

)

(9,891

)

Accretion

16,521


15,815


Revisions

(635

)

18,156


Foreign Currency Translations

(6,745

)

(1,009

)

Carrying Amount at End of Period

$

820,910


$

795,779


Current Portion

$

8,349


$

10,993


Noncurrent Portion

$

812,561


$

784,786


(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 Consolidated Balance Sheets.


7. Exploratory Well Costs


EOG's net changes in capitalized exploratory well costs for the six -month period ended June 30, 2016 , are presented below (in thousands):

Six Months Ended 
 June 30, 2016

Balance at January 1

$

8,955


Additions Pending the Determination of Proved Reserves

6,688


Reclassifications to Proved Properties

-


Costs Charged to Expense

-


Balance at June 30

$

15,643



At June 30, 2016 , all capitalized exploratory well costs had been capitalized for periods of less than one year.


8. Commitments and Contingencies


There are currently various suits and claims pending against EOG that have arisen in the ordinary course of EOG's business, including contract disputes, personal injury and property damage claims and title disputes. While the ultimate outcome and impact on EOG cannot be predicted, management believes that the resolution of these suits and claims will not, individually or in the aggregate, have a material adverse effect on EOG's consolidated financial position, results of operations or cash flow. EOG records reserves for contingencies when information available indicates that a loss is probable and the amount of the loss can be reasonably estimated.



- 12 -

EOG RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)



9. Pension and Postretirement Benefits


EOG has defined contribution pension plans in place for most of its employees in the United States, Trinidad and the United Kingdom, and a defined benefit pension plan covering certain of its employees in Trinidad. For the six months ended June 30, 2016 and 2015 , EOG's total costs recognized for these pension plans were $17.2 million and $18.4 million , respectively. EOG also has postretirement medical and dental plans in place for eligible employees in the United States and Trinidad, the costs of which are not material.


10. Long-Term Debt


During the six months ended June 30, 2016 , EOG utilized commercial paper borrowings bearing market interest rates, for various corporate financing purposes. At June 30, 2016 , EOG had no outstanding commercial paper borrowings or uncommitted credit facility borrowings. The average borrowings outstanding under the commercial paper program were $210 million during the six months ended June 30, 2016 . The weighted average interest rate for commercial paper borrowings during the six months ended June 30, 2016 was 0.76% . EOG had no outstanding commercial paper borrowings or uncommitted credit facility borrowings at June 30, 2015 and did not utilize any such borrowings during the six months ended June 30, 2015 .


On February 1, 2016 , EOG repaid upon maturity the $400 million aggregate principal amount of its 2.500% Senior Notes due 2016 (2016 Notes).


On January 14, 2016 , EOG closed its sale of $750 million aggregate principal amount of its 4.15% Senior Notes due 2026 and $250 million aggregate principal amount of its 5.10% Senior Notes due 2036 (collectively, the Notes). Interest on the Notes is payable semi-annually in arrears on January 15 and July 15 of each year beginning on July 15, 2016. Net proceeds from the Notes offering totaled approximately $991 million and were used to repay the 2016 Notes when they matured on February 1, 2016 , and for general corporate purposes, including repayment of outstanding commercial paper borrowings and funding of capital expenditures.


EOG currently has a $2.0 billion senior unsecured Revolving Credit Agreement (Agreement) with domestic and foreign lenders. The Agreement has a scheduled maturity date of July 21, 2020 , 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. Advances under the Agreement will accrue interest based, at EOG's option, on either the London InterBank Offered Rate plus an applicable margin (Eurodollar rate) or the base rate (as defined in the Agreement) plus an applicable margin. At June 30, 2016 , there were no borrowings or letters of credit outstanding under the Agreement. The Eurodollar rate and applicable base rate, had there been any amounts borrowed under the Agreement, would have been 1.47% and 3.50% , respectively.

11. Fair Value Measurements


As more fully discussed in Note 13 to the Consolidated Financial Statements included in EOG's 2015 Annual Report, certain of EOG's financial and nonfinancial assets and liabilities are reported at fair value on the 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 June 30, 2016 . There were no such amounts outstanding at December 31, 2015. Amounts shown 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 June 30, 2016

Financial Liabilities

Natural Gas Price Swaps (1)

$

-


$

1


$

-


$

1


(1)

Balance at June 30, 2016, included in "Current Liabilities - Liabilities From Price Risk Management Activities" on the Consolidated Balance Sheets.



- 13 -

EOG RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Concluded)

(Unaudited)



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.


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.


Fair Value of Debt. At June 30, 2016 and December 31, 2015 , EOG had outstanding $6,990 million and $6,390 million , respectively, aggregate principal amount of senior notes, which had estimated fair values of approximately $7,418 million and $6,524 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.


12. Risk Management Activities


Commodity Price Risk . As more fully discussed in Note 12 to the Consolidated Financial Statements included in EOG's 2015 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 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 natural gas derivative contracts at June 30, 2016 , with notional volumes expressed in million British thermal units (MMBtu) per day (MMBtud) and prices expressed in dollars per MMBtu ($/MMBtu).

Natural Gas Derivative Contracts

Volume (MMBtud)

Weighted Average Price

($/MMBtu)

2016



March 1, 2016 through July 31, 2016 (closed)

60,000


$

2.49


August 2016

60,000


2.49



Credit Risk. Notional contract amounts are used to express the magnitude of a financial derivative. The amounts potentially subject to credit risk, in the event of nonperformance by the counterparties, are equal to the fair value of such contracts (see Note 11). EOG evaluates its exposure to significant counterparties on an ongoing basis, including those arising from physical and financial transactions. In some instances, EOG renegotiates payment terms and/or requires collateral, parent guarantees or letters of credit to minimize credit risk.


All of EOG's derivative instruments are covered by International Swap Dealers Association Master Agreements (ISDAs) with counterparties. The ISDAs may contain provisions that require EOG, if it is the party in a net liability position, to post collateral when the amount of the net liability exceeds the threshold level specified for EOG's then-current credit ratings. In addition, the ISDAs may also provide that as a result of certain circumstances, including certain events that cause EOG's credit ratings to become materially weaker than its then-current ratings, the counterparty may require all outstanding derivatives under the ISDAs to be settled immediately. Natural gas derivative instruments with a fair value of $1.3 million were in a net liability position at June 30, 2016 . EOG had no collateral posted and held no collateral at June 30, 2016 and December 31, 2015 .


13.  Divestitures


During the first six months of 2016 , EOG received proceeds of approximately $253 million primarily from sales of producing properties and acreage in the Permian Basin and Oklahoma. Additionally, in the second quarter of 2016, EOG signed purchase and sale agreements for the sale of certain properties in the United States. At June 30, 2016 , the book value of these assets held for sale and the related liabilities were $92 million and $23 million , respectively. During the first six months of 2015 , EOG received proceeds of approximately $116 million primarily from the sales of gathering and processing assets.


- 14 -




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, Trinidad, the United Kingdom and China. 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. 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 production growth while maintaining a strong balance sheet. EOG implements its strategy by emphasizing the drilling of internally generated prospects in order to find and develop low-cost reserves. Maintaining the lowest possible operating cost structure that is consistent with prudent and safe operations is also an important goal in the implementation of EOG's strategy.


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 liquids-rich natural gas production. EOG has placed an emphasis on applying its horizontal drilling and completion expertise to unconventional crude oil and liquids-rich reservoirs.


Crude oil and natural gas prices have been volatile, and this volatility is expected to continue. As a result of the many uncertainties associated with the world political environment, worldwide supplies of, and demand for, crude oil and condensate, natural gas liquids (NGLs) and natural gas and the availability of other worldwide energy supplies, EOG is unable to predict what changes may occur in crude oil and condensate, NGL, and natural gas prices in the future. The market prices of crude oil and condensate, NGLs and natural gas in 2016 will continue to impact the amount of cash generated from operating activities, which will in turn impact EOG's financial position and results of operations. For the first half of 2016, the average U.S. New York Mercantile Exchange (NYMEX) crude oil and natural gas prices were $39.85 per barrel and $2.00 per million British thermal units (MMBtu), respectively, representing declines of 18% and 25%, respectively, from the average NYMEX prices in 2015. Based on its 2016 drilling plan, which has been influenced by the continued low commodity price environment, EOG expects 2016 crude oil and condensate and natural gas production to decline modestly as compared to 2015.


During the first half of 2016, EOG continued to focus on increasing drilling and completion efficiencies using precision lateral targeting and advanced completion methods and reducing operating and capital costs through efficiency improvements and service cost reductions. These efficiency gains along with realized lower service costs resulted in lower drilling and completion costs and decreased operating expenses during the first half of 2016. EOG continues to look for opportunities to add drilling inventory through leasehold acquisitions, farm-ins or tactical acquisitions and to evaluate certain potential crude oil and liquids-rich natural gas exploration and development prospects. 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 NGL production accounted for approximately 72% of United States production during the first half of 2016 as compared to 71% for the same comparable period of 2015. During the first half of 2016, drilling and completion activities occurred primarily in the Eagle Ford play, Delaware Basin play and Rocky Mountain area. EOG's major producing areas in the United States are in New Mexico, North Dakota, Texas, Utah and Wyoming.


Trinidad. In Trinidad, EOG continues to deliver natural gas under existing supply contracts. Several fields in the South East Coast Consortium (SECC) Block, Modified U(a) Block, Block 4(a), Modified U(b) Block and the Sercan Area (formerly known as the EMZ 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 the Petroleum Company of Trinidad and Tobago Limited. In 2016, EOG expects to drill and complete one net well and install infrastructure in the Sercan Area.


Other International. In the United Kingdom, EOG began production from its 100% working interest East Irish Sea Conwy crude oil project in March 2016, selling its first crude oil cargo at the end of the first quarter. Modifications to the nearby third-party-owned Douglas platform, which is used to process Conwy production, were completed in the first quarter of 2016, and acceptance and performance testing is ongoing.



- 15 -




In the Sichuan Basin, Sichuan Province, China, EOG is evaluating future Shaximiao development opportunities in the Chuan Zhong Block.


EOG's activity in Argentina is focused on the Vaca Muerta oil shale formation in the Neuquén Province. Management is currently evaluating options for this investment.


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.


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 37% and 34% at June 30, 2016 and December 31, 2015, respectively. As used in this calculation, total capitalization represents the sum of total current and long-term debt and total stockholders' equity.


On February 1, 2016, EOG repaid upon maturity the $400 million aggregate principal amount of its 2.500% Senior Notes due 2016 (2016 Notes).


On January 14, 2016, EOG closed its sale of $750 million aggregate principal amount of its 4.15% Senior Notes due 2026 and $250 million aggregate principal amount of its 5.10% Senior Notes due 2036 (collectively, the Notes). Interest on the Notes is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2016. Proceeds from the issuance of the Notes totaled approximately $991 million and were used to repay the 2016 Notes and for general corporate purposes, including repayment of outstanding commercial paper borrowings and funding of capital expenditures.


Total anticipated 2016 capital expenditures are estimated to range from approximately $2.4 billion to $2.6 billion, excluding acquisitions. The majority of 2016 expenditures will continue to be focused on United States crude oil drilling activities. EOG has significant flexibility with respect to financing alternatives, including borrowings under its commercial paper program and other uncommitted credit facilities, bank borrowings, borrowings under its $2.0 billion senior unsecured revolving credit facility and equity and debt offerings.


When it fits EOG's strategy, EOG will make acquisitions that bolster existing drilling programs or offer incremental exploration and/or production opportunities. Management continues to believe EOG has one of the strongest prospect inventories in EOG's history.




- 16 -




Results of Operations


The following review of operations for the three months and six months ended June 30, 2016 and 2015 should be read in conjunction with the consolidated financial statements of EOG and notes thereto included in this Quarterly Report on Form 10‑Q.


Three Months Ended June 30, 2016 vs. Three Months Ended June 30, 2015


Net Operating Revenues. During the second quarter of 2016 , net operating revenues decreased $694 million, or 28%, to $1,776 million from $2,470 million for the same period of 2015 . Total wellhead revenues, which are revenues generated from sales of EOG's production of crude oil and condensate, NGLs and natural gas, for the second quarter of 2016 decreased $504 million, or 28%, to $1,327 million from $1,831 million for the same period of 2015 . EOG recognized net losses on the mark-to-market of financial commodity derivative contracts of $44 million for the second quarter of 2016 compared to $48 million for the same period of 2015 . Gathering, processing and marketing revenues for the second quarter of 2016 decreased $193 million, or 28%, to $485 million from $678 million for the same period of 2015 .



- 17 -




Wellhead volume and price statistics for the three-month periods ended June 30, 2016 and 2015 were as follows:

Three Months Ended 
 June 30,

2016

2015

Crude Oil and Condensate Volumes (MBbld) (1)

United States

265.4


276.5


Trinidad

0.8


0.7


Other International (2)

1.5


0.3


Total

267.7


277.5


Average Crude Oil and Condensate Prices ($/Bbl) (3)


United States

$

43.87


$

57.47


Trinidad

35.91


49.53


Other International (2)

-


62.40


Composite

43.65


57.45


Natural Gas Liquids Volumes (MBbld) (1)

United States

84.3


73.4


Other International (2)

-


0.1


Total

84.3


73.5


Average Natural Gas Liquids Prices ($/Bbl) (3)



United States

$

14.56


$

15.55


Other International (2)

-


7.81


Composite

14.56


15.54


Natural Gas Volumes (MMcfd) (1)

United States

820


891


Trinidad

349


334


Other International (2)

25


32


Total

1,194


1,257


Average Natural Gas Prices ($/Mcf) (3)



United States

$

1.18


$

2.11


Trinidad

1.89


3.05


Other International (2)

3.35


3.49


Composite

1.44


2.40


Crude Oil Equivalent Volumes (MBoed) (4)

United States

486.3


498.3


Trinidad

59.0


56.5


Other International (2)

5.8


5.7


Total

551.1


560.5


Total MMBoe (4)

50.1


51.0


(1)

Thousand barrels per day or million cubic feet per day, as applicable.

(2)

Other International includes EOG's United Kingdom, China, Canada and Argentina operations.

(3)

Dollars per barrel or per thousand cubic feet, as applicable. Excludes the impact of financial commodity derivative instruments (see Note 12 to the Consolidated Financial Statements).

(4)

Thousand barrels of oil equivalent per day or million barrels of oil equivalent, as applicable; includes crude oil and condensate, NGLs and natural gas. Crude oil equivalent volumes are determined using a ratio of 1.0 barrel of crude oil and condensate or NGLs to 6.0 thousand cubic feet of natural gas. MMBoe is calculated by multiplying the MBoed amount by the number of days in the period and then dividing that amount by one thousand.



- 18 -





Wellhead crude oil and condensate revenues for the second quarter of 2016 decreased $394 million, or 27%, to $1,059 million from $1,453 million for the same period of 2015 . The decline was primarily due to a lower composite wellhead crude oil and condensate price ($335 million) and a decrease of 10 MBbld, or 4%, in wellhead crude oil and condensate production ($58 million). Decreased production was primarily due to declines in the Eagle Ford, the Rocky Mountain area, and the Fort Worth Basin Barnett Shale area, partially offset by increased production in the Permian Basin. EOG's composite wellhead crude oil and condensate price for the second quarter of 2016 decreased 24% to $43.65 per barrel compared to $57.45 per barrel for the same period of 2015 .


NGL revenues for the second quarter of 2016 increased $8 million, or 7%, to $112 million from $104 million for the same period of 2015 due to an increase of 11 MBbld, or 15%, in NGL deliveries ($15 million) primarily in the Permian Basin and the Eagle Ford, partially offset by a lower composite average price ($7 million). EOG's composite NGL price for the second quarter of 2016 decreased 6% to $14.56 per barrel compared to $15.54 per barrel for the same period of 2015 .


Wellhead natural gas revenues for the second quarter of 2016 decreased $118 million, or 43%, to $156 million from $274 million for the same period of 2015 . The decrease was due to a lower composite wellhead natural gas price ($104 million) and a decrease in natural gas deliveries ($14 million). Natural gas deliveries for the second quarter of 2016 decreased 63 MMcfd, or 5%, compared to the same period of 2015 due primarily to lower production in the United States (71 MMcfd), partially offset by an increase in production in Trinidad (15 MMcfd). The decrease in the United States was due primarily to decreased production in the Fort Worth Basin Barnett Shale, Upper Gulf Coast and South Texas areas, partially offset by increased production of associated natural gas from the Permian Basin. The increase in Trinidad was primarily due to higher contractual deliveries. EOG's composite wellhead natural gas price for the second quarter of 2016 decreased 40% to $1.44 per Mcf compared to $2.40 per Mcf for the same period of 2015 .


During the second quarter of 2016 , EOG recognized net losses on the mark-to-market of financial commodity derivative contracts of $44 million compared to net losses of $48 million for the same period of 2015 . During the second quarter of 2016 , net cash paid for settlements of financial commodity derivative contracts was $15 million compared to net cash received of $193 million for the same period of 2015 .


Gathering, processing and marketing revenues are revenues generated from sales of third-party crude oil, NGLs and natural gas as well as gathering 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 are utilized in order to balance firm transportation capacity with production in certain areas and to utilize excess capacity at EOG-owned facilities. Marketing costs represent the costs of purchasing third-party crude oil and natural gas 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 second quarter of 2016 decreased $3 million as compared to the same prior year period. The decrease primarily reflects lower margins in 2016 on natural gas marketing activities.


Operating and Other Expenses. For the second quarter of 2016 , operating expenses of $2,064 million were $366 million lower than the $2,430 million incurred during the second quarter of 2015 .  The following table presents the costs per barrel of oil equivalent (Boe) for the three-month periods ended June 30, 2016 and 2015 :

Three Months Ended 
 June 30,

2016

2015

Lease and Well

$

4.36


$

5.68


Transportation Costs

3.59


4.11


Depreciation, Depletion and Amortization (DD&A) -

Oil and Gas Properties

16.66


17.19


Other Property, Plant and Equipment

0.57


0.63


General and Administrative (G&A)

1.95


1.61


Interest Expense, Net

1.42


1.19


Total (1)

$

28.55


$

30.41


(1)

Total excludes gathering and processing costs, exploration costs, dry hole costs, impairments, marketing costs and taxes other than income.


- 19 -





The primary factors impacting the cost components of per-unit rates of lease and well, transportation costs, DD&A, G&A and interest expense, net, for the three months ended June 30, 2016 , compared to the same period of 2015 are set forth below. See "Net Operating Revenues" above for a discussion of production 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 $218 million for the second quarter of 2016 decreased $72 million from $290 million for the same prior year period primarily due to decreased operating and maintenance costs in the United States ($64 million) and lower lease and well administrative expenses in the United States ($10 million), partially offset by increased operating and maintenance costs in the United Kingdom ($2 million).


Transportation costs represent costs associated with the delivery of hydrocarbon products from the lease to a downstream point of sale. Transportation costs include transportation fees, costs associated with crude-by-rail operations, the cost of compression (the cost of compressing natural gas to meet pipeline pressure requirements), dehydration (the cost associated with removing water from natural gas to meet pipeline requirements), gathering fees and fuel costs.


Transportation costs of $179 million for the second quarter of 2016 decreased $31 million from $210 million for the same prior year period primarily due to decreased transportation costs in the Fort Worth Basin Barnett Shale area ($18 million) and Rocky Mountain area ($12 million).


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 second quarter of 2016 decreased $47 million to $862 million from $909 million for the same prior year period. DD&A expenses associated with oil and gas properties for the second quarter of 2016 were $43 million lower than the same prior year period. The decrease primarily reflects decreased rates in the United States ($21 million) and Trinidad ($5 million) and decreased production in the United States ($20 million), partially offset by increased production in Trinidad ($2 million). DD&A unit rates in the United States decreased primarily due to reserves added at lower costs as a result of efficiencies and impairments of proved oil and gas properties recorded in the third quarter of 2015 . These variances were partially offset by downward revisions of reserves at December 31, 2015 as a result of lower commodity prices.


G&A expenses of $98 million for the second quarter of 2016 increased $16 million from $82 million for the same prior year period primarily due to employee-related expenses in connection with certain voluntary retirements.


Exploration costs of $31 million for the second quarter of 2016 decreased $13 million from $44 million for the same prior year period primarily due to decreased exploration administrative expenses ($8 million) and decreased geological and geophysical costs ($7 million), partially offset by increased delay rental costs ($3 million), all 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. 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 are lower


- 20 -




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 bids as the basis for determining fair value.


Impairments of $73 million for the second quarter of 2016 were $4 million higher than impairments for the same prior year period primarily due to increased amortization of unproved property costs in the United States.


Interest expense, net, of $71 million for the second quarter of 2016 increased $11 million compared to the same prior year period primarily due to interest expense on the Notes issued in January 2016 ($11 million) and decreased capitalized interest ($2 million), partially offset by reduced interest expense on notes repaid during June 2015 and February 2016 ($5 million).


Gathering and processing costs represent operating and maintenance expenses and administrative expenses associated with operating EOG's gathering and processing assets.


Gathering and processing costs decreased $6 million to $29 million for the second quarter of 2016 compared to $35 million for the same prior year period. The decrease primarily reflects decreased operating expenses in the Eagle Ford ($4 million) and Fort Worth Basin Barnett Shale area ($2 million), partially offset by costs associated with increased activities in the Permian Basin ($2 million).


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 second quarter of 2016 decreased $29 million to $93 million (7.0% of wellhead revenues) compared to $122 million (6.7% of wellhead revenues) for the same prior year period. The decrease in taxes other than income was primarily due to decreases in severance/production taxes ($23 million), primarily as a result of decreased wellhead revenues, and in ad valorem/property taxes ($8 million), both in the United States, partially offset by a decrease in credits available to EOG in the second quarter of 2016 for Texas high-cost gas severance tax rate reductions ($3 million).


Other income (expense), net for the second quarter of 2016 decreased $30 million compared to the same prior year period primarily due to an increase in foreign currency exchange losses.


EOG recognized an income tax benefit of $88 million for the second quarter of 2016 compared to an income tax benefit of $17 million in the second quarter of 2015 , primarily due to a decrease in pretax income, partially offset by an increase in taxes in Trinidad resulting from a tax settlement reached in the second quarter of 2016 ($43 million) and the absence of a tax benefit related to a 2015 statutory income tax rate reduction in Texas ($20 million). The Trinidad tax settlement also impacted the net effective tax rate for the second quarter of 2016 resulting in a 23% rate.




- 21 -




Six Months Ended June 30, 2016 vs. Six Months Ended June 30, 2015


Net Operating Revenues. During the first six months of 2016 , net operating revenues decreased $1,658 million, or 35%, to $3,130 million from $4,788 million for the same period of 2015 . Total wellhead revenues for the first six months of 2016 decreased $1,169 million, or 33%, to $2,322 million from $3,491 million for the same period of 2015 . During the first six months of 2016 , EOG recognized net losses on the mark-to-market of financial commodity derivative contracts of $39 million compared to net gains of $28 million for the same period of 2015 . Gathering, processing and marketing revenues for the first six months of 2016 decreased $430 million, or 34%, to $819 million from $1,249 million for the same period of 2015 .


Wellhead volume and price statistics for the six -month periods ended June 30, 2016 and 2015 were as follows:

Six Months Ended 
 June 30,

2016

2015

Crude Oil and Condensate Volumes (MBbld)

United States

265.6


287.5


Trinidad

0.8


0.9


Other International

1.4


0.2


Total

267.8


288.6


Average Crude Oil and Condensate Prices ($/Bbl) (1)



United States

$

37.36


$

51.91


Trinidad

29.83


44.03


Other International

-


56.67


Composite

37.23


51.89


Natural Gas Liquids Volumes (MBbld)


United States

81.8


75.4


Other International

-


0.1


Total

81.8


75.5


Average Natural Gas Liquids Prices ($/Bbl)



United States

$

12.54


$

15.83


Other International

-


5.80


Composite

12.54


15.82


Natural Gas Volumes (MMcfd)


United States

825


898


Trinidad

355


336


Other International

25


31


Total

1,205


1,265


Average Natural Gas Prices ($/Mcf) (1)



United States

$

1.22


$

2.19


Trinidad

1.88


3.07


Other International

3.49


3.39


Composite

1.47


2.45


Crude Oil Equivalent Volumes (MBoed)


United States

484.9


512.6


Trinidad

59.9


56.8


Other International

5.6


5.5


Total

550.4


574.9


Total MMBoe

100.2


104.1


(1)    Excludes the impact of financial commodity derivative instruments.



- 22 -




Wellhead crude oil and condensate revenues for the first six months of 2016 decreased $900 million, or 33%, to $1,813 million from $2,713 million for the same period of 2015 due primarily to a lower composite wellhead crude oil and condensate price ($714 million) and a decrease of 21 MBbld, or 7%, in wellhead crude oil and condensate production ($186 million). Decreased production was primarily due to declines in the Rocky Mountain area and the Eagle Ford, partially offset by increased production in the Permian Basin. EOG's composite wellhead crude oil and condensate price for the first six months of 2016 decreased 28% to $37.23 per barrel compared to $51.89 per barrel for the same period of 2015 .


NGL revenues for the first six months of 2016 decreased $29 million, or 13%, to $187 million from $216 million for the same period of 2015 due primarily to a lower composite average price ($49 million), partially offset by an increase of 6 MBbld, or 8%, in NGL deliveries ($20 million) primarily in the Permian Basin and the Eagle Ford. EOG's composite NGL price for the first six months of 2016 decreased 21% to $12.54 per barrel compared to $15.82 per barrel for the same period of 2015 .


Wellhead natural gas revenues for the first six months of 2016 decreased $240 million, or 43%, to $322 million from $562 million for the same period of 2015 primarily due to a lower composite wellhead natural gas price ($216 million) and a decrease of 60 MMcfd, or 5%, in natural gas deliveries ($24 million) primarily due to lower production in the United States (73 MMcfd), partially offset by increased production in Trinidad (19 MMcfd). The decrease in the United States was due primarily to decreased production in the Fort Worth Basin Barnett Shale, Upper Gulf Coast and South Texas areas, partially offset by increased production of associated natural gas from the Permian Basin. EOG's composite wellhead natural gas price for the first six months of 2016 decreased 40% to $1.47 per Mcf compared to $2.45 per Mcf for the same period of 2015 .


During the first six months of 2016 , EOG recognized net losses on the mark-to-market of financial commodity derivative contracts of $39 million compared to net gains of $28 million for the same period of 2015 . During the first six months of 2016 , net cash received from settlements of financial commodity derivative contracts was $3 million compared to $561 million for the same period of 2015 .


Gathering, processing and marketing revenues less marketing costs for the first six months of 2016 increased $59 million as compared to the same period of 2015 . The increase primarily reflects higher margins in 2016 on crude oil marketing activities and sand sales.


Operating and Other Expenses. For the first six months of 2016 , operating expenses of $4,056 million were $866 million lower than the $4,922 million incurred during the same period of 2015 . The following table presents the costs per Boe for the six -month periods ended June 30, 2016 and 2015 :

Six Months Ended 
 June 30,

2016

2015

Lease and Well

$

4.59


$

6.26


Transportation Costs

3.69


4.21


DD&A -

Oil and Gas Properties

17.32


16.90


Other Property, Plant and Equipment

0.56


0.61


G&A

1.98


1.60


Interest Expense, Net

1.39


1.09


Total (1)

$

29.53


$

30.67


(1)

Total excludes gathering and processing costs, 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, DD&A, G&A and interest expense, net, for the six months ended June 30, 2016 , compared to the same period of 2015 are set forth below. See "Net Operating Revenues" above for a discussion of production volumes.


Lease and well expenses of $459 million for the first six months of 2016 decreased $192 million from $651 million for the same prior year period primarily due to lower operating and maintenance costs ($168 million), lease and well administrative expenses ($19 million) and workover expenditures ($5 million), all in the United States.



- 23 -




Transportation costs of $370 million for the first six months of 2016 decreased $68 million from $438 million for the same prior year period primarily due to decreased transportation costs in the Rocky Mountain area ($36 million), the Fort Worth Basin Barnett Shale area ($18 million) and the Eagle Ford ($13 million).


DD&A expenses for the first six months of 2016 decreased $31 million to $1,791 million from $1,822 million for the same prior year period. DD&A expenses associated with oil and gas properties for the first six months of 2016 were $24 million lower than the same prior year period. The decrease primarily reflects decreased production in the United States ($80 million), partially offset by higher rates in the United States ($47 million) and the United Kingdom ($2 million) and increased production in Trinidad ($4 million). DD&A unit rates in the United States increased primarily due to downward revisions of reserves at December 31, 2015 , as a result of lower commodity prices.


Exploration costs of $60 million for the first six months of 2016 decreased $23 million from $83 million for the same prior year period primarily due to decreased geological and geophysical costs ($14 million) and decreased administrative expenses ($11 million), partially offset by increased delay rental costs ($2 million), all in the United States.


G&A expenses of $198 million for the first six months of 2016 increased $31 million from $167 million for the same prior year period primarily due to employee-related expenses in connection with certain voluntary retirements.


Interest expense, net, of $139 million for the first six months of 2016 increased $26 million compared to the same prior year period primarily due to a net increase in debt outstanding ($17 million) and decreased capitalized interest ($6 million).


Gathering and processing costs for the first six months of 2016 decreased $13 million to $58 million compared to the same prior year period primarily due to decreased operating expenses in the Eagle Ford ($10 million) and Fort Worth Basin Barnett Shale ($4 million), partially offset by costs associated with increased activities in the Permian Basin ($5 million).


Impairments of $144 million for the first six months of 2016 were $6 million higher than impairments for the same prior year period primarily due to increased amortization of unproved property costs in the United States ($10 million), which was caused by higher amortization rates being applied to undeveloped leasehold costs in response to the significant decrease in commodity prices and an increase in EOG's estimates of undeveloped properties not expected to be developed before lease expiration, partially offset by lower impairments of proved and unproved properties in Other International ($2 million). EOG recorded impairments of proved properties, other property, plant and equipment and other assets of $2 million and $5 million for the first six months of 2016 and 2015 , respectively.


Taxes other than income for the first six months of 2016 decreased $75 million to $154 million (6.6% of wellhead revenues) from $229 million (6.5% of wellhead revenues) for the same prior year period. The decrease in taxes other than income was primarily due to decreased severance/production taxes ($55 million) as a result of decreased wellhead revenues and decreased ad valorem/property taxes ($29 million) in the United States, partially offset by a decrease in credits available to EOG in 2016 for Texas high-cost gas severance tax rate reductions ($12 million).


Other income (expense), net for the first six months of 2016 decreased $25 million compared to the same prior year period primarily due to an increase in foreign currency exchange losses.


EOG recognized an income tax benefit of $327 million for the first six months of 2016 compared to an income tax benefit of $83 million for the same period in 2015 , primarily due to a decline in pretax income. The net effective tax rate for the first six months of 2016 was 30%, primarily due to additional Trinidad taxes resulting from a tax settlement reached in the second quarter of 2016 ($43 million).





- 24 -




Capital Resources and Liquidity


Cash Flow. The primary sources of cash for EOG during the six months ended June 30, 2016 , were funds generated from operations, net proceeds from the issuance of the Notes and proceeds from sales of assets. The primary uses of cash were funds used in operations; exploration and development expenditures; repayments of debt; dividend payments to stockholders; other property, plant and equipment expenditures; and purchases of treasury stock in connection with stock compensation plans. During the first six months of 2016 , EOG's cash balance increased $61 million to $780 million from $719 million at December 31, 2015 .


Net cash provided by operating activities of $795 million for the first six months of 2016 decreased $1,053 million compared to the same period of 2015 primarily due to a decrease in wellhead revenues ($1,169 million) and an unfavorable change in the net cash received from the settlement of commodity derivative contracts ($558 million), partially offset by a decrease in cash operating expenses ($340 million) and a favorable change in net cash paid for income taxes ($61 million).


Net cash used in investing activities of $881 million for the first six months of 2016 decreased by $1,986 million compared to the same period of 2015 due to a decrease in additions to oil and gas properties ($1,468 million); favorable changes in working capital associated with investing activities ($224 million); a decrease in additions to other property, plant and equipment ($157 million) and an increase in proceeds from sales of assets ($136 million).


Net cash provided by financing activities of $136 million for the first six months of 2016 included net proceeds from the issuance of the Notes ($991 million). Cash used in financing activities for the first six months of 2016 included repayments of long-term debt ($400 million), net commercial paper repayments ($260 million), cash dividend payments ($184 million) and purchases of treasury stock in connection with stock compensation plans ($29 million). Net cash provided by financing activities of $307 million for the first six months of 2015 included net proceeds from the issuance of long-term debt ($990 million), excess tax benefits from stock-based compensation ($16 million) and proceeds from stock options exercised and employee stock purchase plan activity ($14 million). Cash used in financing activities for the first six months of 2015 included repayments of long-term debt ($500 million), cash dividend payments ($183 million) and purchases of treasury stock in connection with stock compensation plans ($26 million).


Total Expenditures. For the year 2016 , EOG's budget for exploration and development and other property, plant and equipment expenditures is approximately $2.4 billion to $2.6 billion, excluding acquisitions. The table below sets out components of total expenditures for the six -month periods ended June 30, 2016 and 2015 (in millions):

Six Months Ended 
 June 30,

2016

2015

Expenditure Category

Capital

Exploration and Development Drilling

$

903


$

1,963


Facilities

182


510


Leasehold Acquisitions

31


94


Property Acquisitions

10


8


Capitalized Interest

17


23


Subtotal

1,143


2,598


Exploration Costs

60


83


Dry Hole Costs

-


14


Exploration and Development Expenditures

1,203


2,695


Asset Retirement Costs

19


34


Total Exploration and Development Expenditures

1,222


2,729


Other Property, Plant and Equipment

45


202


Total Expenditures

$

1,267


$

2,931




- 25 -




Exploration and development expenditures of $1,203 million for the first six months of 2016 were $1,492 million lower than the same period of 2015 primarily due to decreased exploration and drilling expenditures in the United States ($990 million), Trinidad ($64 million) and Other International ($5 million); decreased facilities expenditures ($328 million); decreased leasehold acquisitions ($63 million); and decreased geological and geophysical expenditures ($14 million) in the United States. Exploration and development expenditures for the first six months of 2016 of $1,203 million consisted of $1,078 million in development drilling and facilities, $98 million in exploration, $10 million in property acquisitions, and $17 million in capitalized interest. Exploration and development expenditures for the first six months of 2015 of $2,695 million consisted of $2,444 million in development drilling and facilities, $220 million in exploration, $23 million in capitalized interest and $8 million in property acquisitions.


The level of exploration and development expenditures, including acquisitions, will vary in future periods depending on energy market conditions and other related economic factors. EOG has significant flexibility 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.


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, 2015 , filed on February 25, 2016, 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 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 on Mark-to-Market Commodity Derivative Contracts on the Consolidated Statements of Income and Comprehensive Income. The related cash flow impact is reflected in Cash Flows from Operating Activities.


The total fair value of EOG's commodity derivative contracts was reflected on the Consolidated Balance Sheets at June 30, 2016 , as a net liability of $1 million. Presented below is a comprehensive summary of EOG's natural gas derivative contracts at August 4, 2016, with notional volumes expressed in MMBtu per day (MMBtud) and prices expressed in dollars per MMBtu ($/MMBtu).

Natural Gas Derivative Contracts

Volume (MMBtud)

Weighted

Average Price

($/MMBtu)

2016

March 1, 2016 through August 31, 2016 (closed)

60,000


$

2.49



- 26 -




EOG has sold call options which establish a ceiling price for the sale of certain notional volumes for natural gas specified in the call option contracts. The call options require that EOG pay the difference between the call option strike price and the average NYMEX Henry Hub natural gas price for the contract month (Index Price) in the event the Index Price is above the call option strike price. In addition, EOG has purchased put options which establish a floor price for the sale of certain notional volumes of natural gas specified in the put option contracts. The put options grant EOG the right to receive the difference between the put option strike price and the Index Price in the event the Index Price is below the put option strike price. Below is a summary of EOG's call and put option contracts at August 4, 2016, with notional volumes expressed in MMBtud and prices expressed in $/MMBtu.

Natural Gas Option Contracts

Call Options Sold

Put Options Purchased

Volume (MMBtud)

Weighted
Average Price
($/MMBtu)

Volume (MMBtud)

Weighted
Average Price
($/MMBtu)

2016

September 1, 2016 through November 30, 2016

43,750


$

3.45


-


$

-


2017

March 1, 2017 through November 30, 2017

43,750


$

3.45


35,000


$

2.90


2018

March 1, 2018 through November 30, 2018

12,500


$

3.32


10,000


$

2.90




- 27 -




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, returns, budgets, reserves, levels of production and costs, 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," "goal," "may," "will," "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, reduce or otherwise control operating and capital costs, generate income or cash flows or pay 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 economically develop its acreage in, produce reserves and achieve anticipated production levels from, and maximize reserve recovery from, its existing and future crude oil and natural gas exploration and development projects;

the extent to which EOG is successful in its efforts to market its crude oil and condensate, natural gas liquids, natural gas and related commodity production;

the availability, proximity and capacity of, and costs associated with, appropriate gathering, processing, compression, transportation and refining facilities;

the availability, cost, terms and timing of issuance or execution of, and competition for, mineral licenses and leases and governmental and other permits and rights-of-way, and EOG's ability to retain mineral licenses and leases;

the impact of, and changes in, government policies, laws and regulations, including tax laws and regulations; environmental, health and safety laws and regulations relating to air emissions, disposal of produced water, drilling fluids and other wastes, hydraulic fracturing and access to and use of water; laws and regulations imposing conditions or restrictions on drilling and completion operations and on the transportation of crude oil and natural gas; laws and regulations with respect to derivatives and hedging activities; and laws and regulations with respect to the import and export of crude oil, natural gas and related commodities;

EOG's ability to effectively integrate acquired crude oil and natural gas properties into its operations, fully identify existing and potential problems with respect to such properties and accurately estimate reserves, production and costs with respect to such properties;

the extent to which EOG's third-party-operated crude oil and natural gas properties are operated successfully and economically;

competition in the oil and gas exploration and production industry for the acquisition of licenses, leases and properties, employees and other personnel, facilities, equipment, materials and services;

the availability and cost of employees and other personnel, facilities, equipment, materials (such as water) and services;

the accuracy of reserve estimates, which by their nature involve the exercise of professional judgment and may therefore be imprecise;

weather, including its impact on crude oil and natural gas demand, and weather-related delays in drilling and in the installation and operation (by EOG or third parties) of production, gathering, processing, refining, compression and transportation facilities;

the ability of EOG's customers and other contractual counterparties to satisfy their obligations to EOG and, related thereto, to access the credit and capital markets to obtain financing needed to satisfy their obligations to EOG;

EOG's ability to access the commercial paper market and other credit and capital markets to obtain financing on terms it deems acceptable, if at all, and to otherwise satisfy its capital expenditure requirements;

the extent and effect of any hedging activities engaged in by EOG;

the timing and extent of changes in foreign currency exchange rates, interest rates, inflation rates, global and domestic financial market conditions and global and domestic general economic conditions;


- 28 -




political conditions and developments around the world (such as political instability and armed conflict), including in the areas in which EOG operates;

the use of competing energy sources and the development of alternative energy sources;

the extent to which EOG incurs uninsured losses and liabilities or losses and liabilities in excess of its insurance coverage;

acts of war and terrorism and responses to these acts;

physical, electronic and cyber security breaches; and

the other factors described under ITEM 1A, Risk Factors, on pages 13 through 21 of EOG's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and any updates to those factors set forth in EOG's subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.


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 and 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.



- 29 -




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 "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 39 through 41 of EOG's Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 25, 2016 (EOG's 2015 Annual Report); and (ii) Note 12, "Risk Management Activities," to EOG's Consolidated Financial Statements on pages F-25 through F-26 of EOG's 2015 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 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 - Net 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 Consolidated Financial Statements, which is incorporated herein by reference.


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)

April 1, 2016 - April 30, 2016

124,151


$

80.88


-


6,386,200


May 1, 2016 - May 31, 2016

27,458


81.25


-


6,386,200


June 1, 2016 - June 30, 2016

45,210


83.66


-


6,386,200


Total

196,819


81.57


-


(1)

Represents shares that were withheld by or returned to EOG (i) in satisfaction of tax withholding obligations that arose upon the exercise of employee stock options or stock-settled stock appreciation rights or the vesting of restricted stock, restricted stock unit, performance stock or performance stock unit grants or (ii) in payment of the exercise price of employee stock options. These shares do not count against the 10 million aggregate share repurchase authorization by EOG's Board of Directors (Board) discussed below.

(2)

In September 2001, the Board authorized the repurchase of up to 10 million shares of EOG's common stock. During the second quarter of 2016 , EOG did not repurchase any shares under the Board-authorized repurchase program.


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

*        31.1

-

Section 302 Certification of Periodic Report of Principal Executive Officer.

*        31.2

-

Section 302 Certification of Periodic Report of Principal Financial Officer.

*        32.1

-

Section 906 Certification of Periodic Report of Principal Executive Officer.

*        32.2

-

Section 906 Certification of Periodic Report of Principal Financial Officer.

*        95

-

Mine Safety Disclosure Exhibit.

* **101.INS

-

XBRL Instance Document.

* **101.SCH

-

XBRL Schema Document.

* **101.CAL

-

XBRL Calculation Linkbase Document.

* **101.DEF

-

XBRL Definition Linkbase Document.

* **101.LAB

-

XBRL Label Linkbase Document.

* **101.PRE

-

XBRL Presentation Linkbase Document.


*    Exhibits filed herewith

** Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income and Comprehensive Income - Three and Six Months Ended June 30, 2016 and 2015 , (ii) the Consolidated Balance Sheets - June 30, 2016 and December 31, 2015 , (iii) the Consolidated Statements of Cash Flows - Six Months Ended June 30, 2016 and 2015 and (iv) the Notes to Consolidated Financial Statements.


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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:

August 4, 2016

By:

/s/ TIMOTHY K. DRIGGERS

Timothy K. Driggers

Executive Vice President and Chief Financial Officer

(Principal Financial Officer and Duly Authorized Officer)


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EXHIBIT INDEX

Exhibit No.

Description

*        31.1

-

Section 302 Certification of Periodic Report of Principal Executive Officer.

*        31.2

-

Section 302 Certification of Periodic Report of Principal Financial Officer.

*        32.1

-

Section 906 Certification of Periodic Report of Principal Executive Officer.

*        32.2

-

Section 906 Certification of Periodic Report of Principal Financial Officer.

*        95

-

Mine Safety Disclosure Exhibit.

*  **101.INS

-

XBRL Instance Document.

*  **101.SCH

-

XBRL Schema Document.

*  **101.CAL

-

XBRL Calculation Linkbase Document.

*  **101.DEF

-

XBRL Definition Linkbase Document.

*  **101.LAB

-

XBRL Label Linkbase Document.

*  **101.PRE

-

XBRL Presentation Linkbase Document.


*    Exhibits filed herewith

** Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income and Comprehensive Income - Three and Six Months Ended June 30, 2016 and 2015 , (ii) the Consolidated Balance Sheets - June 30, 2016 and December 31, 2015 , (iii) the Consolidated Statements of Cash Flows - Six Months Ended June 30, 2016 and 2015 and (iv) the Notes to Consolidated Financial Statements.



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