EOG RESOURCES INC covered by insurance |
Please refer to Item 1A Risk Factors beginning on page 14 for further discussion of the risks to which EOG is subject |
EOGapstas operations outside of the United States and Canada are subject to certain risks, including expropriation of assets, risks of increases in taxes and government royalties, renegotiation of contracts with foreign governments, political instability, payment delays, limits on allowable levels of production and currency exchange and repatriation losses, as well as changes in laws, regulations and policies governing operations of foreign companies |
Texas Severance Tax Exemption |
Natural gas production from qualifying Texas wells spudded or completed after August 31, 1996, is entitled to use a reduced severance tax rate for the first 120 consecutive months of production |
However, the cumulative value of the tax reduction cannot exceed 50 percent of the drilling and completion costs incurred on a well-by-well basis |
On February 14, 2000, EOGapstas Board of Directors declared a dividend of one preferred share purchase right (a "e Right, "e and the agreement governing the terms of such Rights, the "e Rights Agreement "e ) for each outstanding share of common stock, par value dlra0dtta01 per share |
The Board of Directors has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics |
The dividend was distributed to the stockholders of record on February 24, 2000 |
In accordance with the Rights Agreement, each share of common stock issued in connection with the two-for-one stock split effective March 1, 2005, also had one Right associated with it |
Each Right, expiring February 24, 2010, represents a right to buy from EOG one hundredth (1/100) of a share of Series E Junior Participating Preferred Stock (Series E) for dlra90, once the Rights become exercisable |
This portion of a Series E share will give th e stockholder approximately the same dividend, voting, and liquidation rights as would one share of common stock |
Prior to exercise, the Right does not give its holder any dividend, voting, or liquidation rights |
If issued, each one hundredth (1/100) of a Series E share (i) will not be redeemable; (ii) will entitle holders to quarterly dividend payments of dlra0dtta01 per share, or an amount equal to the dividend paid on one share of common stock, whichever is greater; (iii) will entitle holders upon liquidation either to receive dlra1 per share or an amount equal to the payment made on one share of common stock, whichever is greater; (iv) will have the same voting power as one share of common stock; and (v) if shares of EOGapstas common stock are exchanged via merger, consolidation, or a similar transaction, will entitle holders to a per share payment equal to the payment made on one share of common stock |
The Rights will not be exercisable until ten days after a public announcement that a person or group has become an acquiring person (Acquiring Person) by obtaining beneficial ownership of 10prca or more of EOGapstas common stock, or if earlier, ten business days (or a later date determined by EOGapstas Board of Directors before any person or group becomes an Acquiring Person) after a person or group begins a tender or exchange offer which, if consummated, would result in that person or group becoming an Acquiring Person |
On February 24, 2005, the Rights Agreement was amended to create an exception to the definition of Acquiring Person to permit a qualified institutional investor to hold 10prca or more, but less than 20prca, of EOGapstas common stock without being deemed an Acquiring Person if the institutional investor meets the following requirements: (i) the institutional investor is described in Rule 13d-1(b)(1) promulgated under the Securities Exchange Act of 1934 and is eligible to report (and, if s uch institutional investor is the beneficial owner of greater than 5prca of EOGapstas common stock, does in fact report) beneficial ownership of common stock on Schedule 13G; (ii) the institutional investor is not required to file a Schedule 13D (or any successor or comparable report) with respect to its beneficial ownership of EOGapstas common stock; (iii) the institutional investor does not beneficially own 15prca or more of EOGapstas common stock (including in such calculation the holdings of all of the institutional investorapstas affiliates and associates other than those which, under published interpretations of the United States Securities and Exchange Commission or its staff, are eligible to file separate reports on Schedule 13G with respect to their beneficial ownership of EOGapstas common stock); and (iv) the institutional investor does not beneficially own 20prca or more of EOGapstas common stock (including in such calculation the holdings of all of the institutional investorapstas affiliates and associates) |
On June 15, 2005, the R ights Agreement was amended again to revise the exception to the definition of Acquiring Person to permit a qualified institutional investor to hold 10prca or more but less than 30prca of EOGapstas common stock without being deemed an Acquiring Person if the institutional investor meets the other requirements described above |
12 If a person or group becomes an Acquiring Person, all holders of Rights, except the Acquiring Person, may for dlra90, purchase shares of EOGapstas common stock with a market value of dlra180, based on the market price of the common stock prior to such acquisition |
If EOG is later acquired in a merger or similar transaction after the Rights become exercisable, all holders of Rights except the Acquiring Person may, for dlra90, purchase shares of the acquiring corporation with a market value of dlra180 based on the market price of the acquiring corporationapstas stock, prior to such merger |
EOGapstas Board of Directors may redeem the Rights for dlra0dtta005 per Right at any time before any person or group becomes an Acquiring Person |
If the Board of Directors redeems any Rights, it must redeem all of the Rights |
Once the Rights are redeemed, the only right of the holders of Rights will be to receive the redemption price of dlra0dtta005 per Right |
The redemption price has been adjusted for the two-for-one stock split effective March 1, 2005 and will be adjusted for any future stock split or stock dividends of EOGapstas common stock |
After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50prca or more of EOGapstas outstanding common stock, the Board of Directors may exchange the Rights for common stock or equivalent security at an exchange ratio of one share of common stock or an equivalent security for each such Right, other than Rights held by the Acquiring Person |
Preferred Stock |
EOG currently has two authorized series of preferred stock |
On February 14, 2000, EOGapstas Board of Directors, in connection with the Rights Agreement described above, authorized 1cmam500cmam000 shares of the Series E with the rights and preferences described above |
On February 24, 2005, EOGapstas Board of Directors increased the authorized shares of Series E to 3cmam000cmam000 as a result of the two-for-one stock split of EOGapstas common stock effective March 1, 2005 |
Currently, there are no shares of the Series E outstanding |
On July 19, 2000, EOGapstas Board of Directors authorized 100cmam000 shares of Fixed Rate Cumulative Perpetual Senior Preferred Stock, Series B, with a dlra1cmam000 Liquidation Preference per share (Series B) |
Dividends are payable on the shares only if declared by EOGapstas Board of Directors and will be cumulative |
If declared, dividends will be payable at a rate of dlra71dtta95 per share, per year on March 15, June 15, September 15 and December 15 of each year beginning September 15, 2000 |
EOG may redeem all or part of the Series B at any time beginning on December 15, 2009 at dlra1cmam000 per share, plus accrued and unpaid dividends |
The Series B is not convertible into, or exchangeable for, common stock of EOG There are 100cmam000 shares of the Series B currently outstanding |
Following the December 2004 redemption of all outstanding shares of EOGapstas Flexible Money Market Cumulative Preferred Stock, Series D, EOG filed a Certificate of Elimination with the Secretary of State of the State of Delaware on February 24, 2005 to eliminate the series from EOGapstas Restated Certificate of Incorporation, as amended |
Current Executive Officers of the Registrant The current executive officers of EOG and their names and ages are as follows: Name Age Position Mark G Papa 59 Chairman of the Board and Chief Executive Officer; Director Edmund P Segner, III 52 President and Chief of Staff; Director Loren M Leiker 52 Executive Vice President, Exploration and Development Gary L Thomas 56 Executive Vice President, Operations Barry Hunsaker, Jr |
55 Senior Vice President and General Counsel Timothy K Driggers 44 Vice President and Chief Accounting Officer 13 Mark G Papa was elected Chairman of the Board and Chief Executive Officer of EOG in August 1999, President and Chief Executive Officer and Director in September 1998, President and Chief Operating Officer in September 1997, President in December 1996 and was President-North America Operations from February 1994 to September 1998 |
Papa joined Belco Petroleum Corporation, a predecessor of EOG, in 1981 |
Papa is EOGapstas principal executive officer |
Edmund P Segner, III became President and Chief of Staff and Director of EOG in August 1999 |
He became Vice Chairman and Chief of Staff of EOG in September 1997 |
Segner is EOGapstas principal financial officer |
Loren M Leiker was elected Executive Vice President, Exploration in May 1998 and was subsequently named Executive Vice President, Exploration and Development |
He was previously Senior Vice President, Exploration |
Leiker joined EOG in April 1989 as International Exploration Manager |
Gary L Thomas was elected Executive Vice President, North America Operations in May 1998 and was subsequently named Executive Vice President, Operations |
He was previously Senior Vice President and General Manager of EOG in Midland |
Thomas joined a predecessor of EOG in July 1978 |
Barry Hunsaker, Jr |
has been Senior Vice President and General Counsel since he joined EOG in May 1996 |
Timothy K Driggers was elected Vice President and Controller of EOG in October 1999 and was subsequently named Vice President and Chief Accounting Officer in August 2003 |
He was previously Vice President, Accounting and Land Administration |
Driggers is EOGapstas principal accounting officer |
There are no family relationships among the officers listed, and there are no arrangements or understandings pursuant to which any of them were elected as officers |
Officers are appointed or elected annually by the Board of Directors at its meeting immediately prior to the Annual Meeting of Shareholders, each to hold office until the corresponding meeting of the Board in the next year or until a successor shall have been duly elected or appointed and shall have qualified |
Additional risks that we do not yet know of, or that we currently think are immaterial, may also impair our business operations or financial results |
If any of the events or circumstances described below actually occurs, our business, financial condition or results of operations could suffer and the trading price of our common stock could decline |
The following risk factors should be read in conjunction with the other information contained in this report, including the consolidated financial statements and the related notes |
A substantial or extended decline in natural gas or crude oil prices would have a material adverse effect on us |
Since we are primarily a natural gas company, we are more significantly affected by changes in natural gas prices than changes in the prices for crude oil, condensate or natural gas liquids |
Among the factors that can cause these price fluctuations are: * the level of consumer demand; * weather conditions; * domestic drilling activity; * the price and availability of alternative fuels; * the proximity to, and capacity of, transportation facilities; * worldwide economic and political conditions; * the effect of worldwide energy conservation measures; and * the nature and extent of governmental regulation and taxation |
Our cash flow and earnings depend to a great extent on the prevailing prices for natural gas and crude oil |
Prolonged or substantial declines in these commodity prices may adversely affect our liquidity, the amount of cash flow we have available for capital expenditures and our ability to maintain our credit quality and access to the credit and capital markets |
14 Our ability to sell our crude oil and natural gas production could be materially harmed if we fail to obtain adequate services such as transportation and processing |
The sale of our crude oil and natural gas production depends on a number of factors beyond our control, including the availability, proximity and capacity of pipelines, natural gas gathering systems and processing facilities |
Any significant change in market factors affecting these infrastructure facilities or our failure to obtain these services on acceptable terms could materially harm our business |
We deliver crude oil and natural gas through gathering systems and pipelines that we do not own |
These facilities may be temporarily unavailable due to market conditions or mechanical reasons, or may not be available to us in the future |
Reserve estimates depend on many assumptions that may turn out to be inaccurate |
Any material inaccuracies in our underlying assumptions could cause the quantities of our reserves to be overstated |
Estimating quantities of proved crude oil and natural gas reserves is a complex process |
It requires interpretations of available technical data and various assumptions, including assumptions relating to economic factors |
Any significant inaccuracies in these interpretations or assumptions or changes of conditions could cause the quantities of our reserves to be overstated |
To prepare estimates of economically recoverable crude oil and natural gas reserves and future net cash flows, we analyze many variable factors, such as historical production from the area compared with production rates from other producing areas |
We also analyze available geological, geophysical, production and engineering data, and the extent, quality and reliability of this data can vary |
The process also involves economic assumptions relating to commodity prices, production costs, severance and excise taxes, capital expenditures and workover and remedial costs |
Actual results most likely will vary from our estimates |
Any significant variance could reduce our estimated quantities and present value of reserves |
If we fail to acquire or find sufficient additional reserves, our reserves and production will decline from their current levels |
The rate of production from crude oil and natural gas properties generally declines as reserves are depleted |
Except to the extent that we conduct successful exploration and development activities, acquire additional properties containing proved reserves, or, through engineering studies, identify additional behind-pipe zones or secondary recovery reserves, our proved reserves will decline as reserves are produced |
Future crude oil and natural gas production is, therefore, highly dependent upon our level of success in acquiring or finding additional reserves |
Drilling crude oil and natural gas wells is a high-risk activity and subjects us to a variety of factors that we cannot control |
Drilling crude oil and natural gas wells, including development wells, involves numerous risks, including the risk that we may not encounter commercially productive crude oil and natural gas reservoirs |
We may not recover all or any portion of our investment in new wells |
The presence of unanticipated pressures or irregularities in formations, miscalculations or accidents may cause our drilling activities to be unsuccessful and result in a total loss of our investment |
In addition, we often are uncertain as to the future cost or timing of drilling, completing and operating wells |
Further, our drilling operations may be curtailed, delayed or canceled as a result of a variety of factors, including: * unexpected drilling conditions; * title problems; * pressure or irregularities in formations; * equipment failures or accidents; * adverse weather conditions; * compliance with environmental and other governmental requirements, which may increase our costs or restrict our activities; and * costs of, or shortages or delays in the availability of, drilling rigs, tubular materials and equipment |
We incur certain costs to comply with government regulations, especially regulations relating to environmental protection, and could incur even greater costs in the future |
15 Our exploration, production and marketing operations are regulated extensively at the federal, state and local levels, as well as by other countries in which we do business |
We have and will continue to incur costs in our efforts to comply with the requirements of environmental and other regulations |
Further, the crude oil and natural gas industry regulatory environment could change in ways that might substantially increase these costs |
As an owner or lessee and operator of oil and gas properties, we are subject to various federal, state, local and foreign regulations relating to discharge of materials into, and protection of, the environment |
These regulations may, among other things, impose liability on us for the cost of pollution clean-up resulting from operations, subject us to liability for pollution damages, and require suspension or cessation of operations in affected areas |
Changes in or additions to regulations regarding the protection of the environment could hurt our business |
We do not insure against all potential losses and could be seriously harmed by unexpected liabilities |
Exploration for and production of crude oil and natural gas can be hazardous, involving natural disasters and other unforeseen occurrences such as blowouts, cratering, fires and loss of well control, which can damage or destroy wells or production facilities, injure or kill people, and damage property and the environment |
Offshore operations are subject to usual marine perils, including hurricanes and other adverse weather conditions, and governmental regulations as well as interruption or termination by governmental authorities based on environmental and other considerations |
We maintain insurance against many, but not all, potential losses or liabilities arising from our operations in accordance with what we believe are customary industry practices and in amounts that we believe to be prudent |
Losses and liabilities arising from such events could reduce our revenues and increase our costs to the extent not covered by insurance |
The occurrence of any of these events and any payments made as a result of such events and the liabilities related thereto, would reduce the funds available for exploration, drilling and production and could have a material adverse effect on our financial position or results of operations |
Our hedging activities may prevent us from benefiting from price increases and may expose us to other risks |
From time to time, we use derivative instruments (primarily collars and price swaps) to hedge the impact of market fluctuations on natural gas and crude oil prices and net income and cash flow |
To the extent that we engage in hedging activities, we may be prevented from realizing the benefits of price increases above the levels of the hedges |
In addition, we are subject to risks associated with differences in prices at different locations, particularly where transportation constraints restrict our ability to deliver oil and gas volumes to the delivery point to which the hedging transaction is indexed |
If we acquire oil and gas properties, our failure to fully identify potential problems, to properly estimate reserves or production rates or costs, or to effectively integrate the acquired operations could seriously harm us |
From time to time, we seek to acquire oil and gas properties |
Although we perform reviews of acquired properties that we believe are consistent with industry practices, reviews of records and properties may not necessarily reveal existing or potential problems, nor do they permit a buyer to become sufficiently familiar with the properties to assess fully their deficiencies and potential |
Even when problems with a property are identified, we often assume environmental and other risks and liabilities in connection with acquired properties |
There are numerous uncertainties inherent in estimating quantities of proved oil and gas reserves and actual future production rates and associated costs with respect to acquired properties |
Actual results may vary substantially from those assumed in the estimates |
In addition, acquisitions may have adverse effects on our operating results, particularly during the periods in which the operations of acquired properties are being integrated into our ongoing operations |
Terrorist activities and military and other actions could adversely affect our business |
Terrorist attacks and the threat of terrorist attacks, whether domestic or foreign, as well as the military or other actions taken in response to these acts, cause instability in the global financial and energy markets |
The United States government has issued public warnings that indicate that energy assets might be specific targets of terrorist organizations |
These actions could adversely affect us in unpredictable ways, including the disruption of fuel supplies and markets, increased volatility in crude oil and natural gas prices, or the possibility that the infrastructure on which we rely could be a direct target or an indirect casualty of an act of terror |
16 Competition in the oil and gas exploration and production industry is intense, and many of our competitors have greater resources than we have |
We compete with major integrated and other independent oil and gas companies for acquisition of oil and gas leases, properties and reserves, equipment and labor required to explore, develop and operate those properties and the marketing of crude oil and natural gas production |
Higher recent crude oil and natural gas prices have increased the costs of properties available for acquisition and there are a greater number of companies with the financial resources to pursue acquisition opportunities |
Many of our competitors have financial and other resources substantially larger than those we possess and have established strategic long-term positions and maintain strong governmental relationships in countries in which we may seek new or expanded entry |
As a consequence, we may be at a competitive disadvantage in bidding for drilling rights |
In addition, many of our larger competitors may have a competitive advantage when responding to factors that affect demand for crude oil and natural gas production, such as changing worldwide prices and levels of production, the cost and availability of alternative fuels and the application of government regulations |
We also compete in attracting and retaining personnel, including geologists, geophysicists, engineers and other specialists |
We have substantial capital requirements, and we may be unable to obtain needed financing on satisfactory terms |
We make, and will continue to make, substantial capital expenditures for the acquisition, development, production, exploration and abandonment of our oil and gas reserves |
We intend to finance our capital expenditures primarily through cash flow from operations, commercial paper and to a lesser extent and if necessary, bank borrowings and public and private equity and debt offerings |
Lower crude oil and natural gas prices, however, would reduce our cash flow and our access to the capital markets |
Further, if the condition of the capital markets materially declines, we might not be able to obtain financing on terms we consider acceptable |
In addition, a substantial rise in interest rates would decrease our net cash flows available for reinvestment |