Form 10-K Eog Resources, Inc
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Processed and formatted by SEC Watch - Visit SECWatch.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 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 (I.R.S. Employer incorporation or organization) Identification No.) 1111 Bagby, Sky Lobby 2, Houston, Texas 77002 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 713-651-7000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, par value $0.01 per share New York Stock Exchange Preferred Share Purchase Rights New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x 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 x No o Processed and formatted by SEC Watch - Visit SECWatch.com Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 x 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 x State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Common Stock aggregate market value held by non-affiliates as of June 30, 2008: $32,634,838,355. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Class: Common Stock, par value $0.01 per share, 249,690,094 shares outstanding as of February 17, 2009. Documents incorporated by reference. Portions of the Definitive Proxy Statement for the registrant's 2009 Annual Meeting of Stockholders to be filed within 120 days after December 31, 2008 are incorporated by reference into Part III of this report. TABLE OF CONTENTS Page PART I Item 1. Business 1 General 1 Business Segments 1 Exploration and Production 1 Marketing 6 Wellhead Volumes and Prices 7 Competition 8 Regulation 8 Other Matters 11 Executive Officers of the Registrant 13 Item 1A. Risk Factors 13 Item 1B. Unresolved Staff Comments 19 Item 2. Properties 19 Oil and Gas Exploration and Production - Properties and Reserves 19 Item 3. Legal Proceedings 21 Item 4. Submission of Matters to a Vote of Security Holders 21 PART II Processed and formatted by SEC Watch - Visit SECWatch.com Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 22 Item 6. Selected Financial Data 25 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 26 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 45 Item 8. Financial Statements and Supplementary Data 45 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 45 Item 9A. Controls and Procedures 45 Item 9B. Other Information 46 PART III Item 10. Directors, Executive Officers and Corporate Governance 47 Item 11. Executive Compensation 47 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 47 Item 13. Certain Relationships and Related Transactions, and Director Independence 49 Item 14. Principal Accounting Fees and Services 49 PART IV Item 15. Exhibits, Financial Statement Schedules 49 SIGNATURES (i) PART I ITEM 1. Business General EOG Resources, Inc., a Delaware corporation organized in 1985, together with its subsidiaries (collectively, EOG), explores for, develops, produces and markets natural gas and crude oil primarily in major producing basins in the United States of America (United States), Canada, Trinidad, the United Kingdom North Sea, China and, from time to time, select other international areas. EOG's principal producing areas are further described in "Exploration and Production" below. EOG's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports are made available, free of charge, through its website, as soon as reasonably practicable after such reports have been filed with the United States Securities and Exchange Commission (SEC). EOG's website address is http://www.eogresources.com. At December 31, 2008, EOG's total estimated net proved reserves were 8,689 billion cubic feet equivalent (Bcfe), of which 7,339 billion cubic feet (Bcf) were natural gas reserves and 225 million barrels (MMBbl), or 1,350 Bcfe, were crude oil and condensate and natural gas liquids reserves (see "Supplemental Information to Consolidated Financial Statements"). At such date, approximately 71% of EOG's reserves (on a natural gas equivalent basis) were located in the United States, 15% in Canada and 14% in Trinidad. As of December 31, 2008, EOG employed approximately 2,100 persons, including foreign national employees. EOG's business strategy is to maximize the rate of return on investment of capital by controlling operating and capital costs. This strategy is intended to enhance the generation of cash flow and earnings from each unit of production on a cost-effective basis. EOG focuses on the cost-effective utilization of advances in technology associated with the gathering, processing and interpretation of three-dimensional (3-D) seismic data, the development of reservoir simulation models, the use of new and/or improved drill bits, mud motors and mud additives, horizontal drilling, formation logging techniques and reservoir stimulation/completion methods. These advanced technologies are used, as appropriate, throughout EOG to reduce the risks associated with all aspects of oil and gas exploration, development and exploitation. EOG implements its strategy by emphasizing the drilling of internally generated prospects in order to find and develop low cost reserves. EOG also makes select strategic acquisitions that result in additional economies of scale or land positions which provide significant additional prospects. 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. With respect to information on EOG's working interest in wells or acreage, "net" oil and gas wells or acreage are determined by multiplying "gross" oil and gas wells or acreage by EOG's working interest in the wells or acreage. Business Segments Processed and formatted by SEC Watch - Visit SECWatch.com EOG's operations are all natural gas and crude oil exploration and production related. Exploration and Production United States and Canada Operations EOG's operations are focused on most of the productive basins in the United States and Canada. At December 31, 2008, 82% of EOG's net proved United States and Canada reserves (on a natural gas equivalent basis) were natural gas and 18% were crude oil and condensate and natural gas liquids. Substantial portions of these reserves are in long-lived fields with well-established production characteristics. EOG believes that opportunities exist to increase production through continued development in and around many of these fields and through the utilization of the applicable technologies described above. EOG also maintains an active exploration program designed to extend fields and add new trends to its broad portfolio. The following is a summary of significant developments during 2008 and certain 2009 plans for EOG's United States and Canada operations. 1 United States. EOG continues to grow production and future reserve potential in the Barnett Shale play of the Fort Worth Basin. In 2008, EOG began selling production from 410 net wells drilled during the year and grew production to a net average daily rate of 413 million cubic feet per day (MMcfd) of natural gas and 6.6 thousand barrels per day (MBbld) of crude oil and condensate and natural gas liquids. At year-end 2008, EOG's net production had increased to approximately 509 million cubic feet equivalent per day (MMcfed), and net acreage held was approximately 990,000 acres. During 2008, EOG continued to experience successful drilling in Johnson, Hill, and the western extension counties of the Barnett Shale gas play.