filings.toolsItem 1. FINANCIAL STATEMENTS
89K characters. Original on sec.gov · Markdown
Item 1. FINANCIAL STATEMENTS
EOG RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In Millions, Except Per Share Data)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Operating Revenues and Other | |||||||||||||||||||||||
| Crude Oil and Condensate | $ | 3,243 | $ | 3,488 | $ | 9,510 | $ | 10,660 | |||||||||||||||
| Natural Gas Liquids | 604 | 524 | 1,710 | 1,552 | |||||||||||||||||||
| Natural Gas | 707 | 372 | 1,944 | 1,057 | |||||||||||||||||||
| Gains on Mark-to-Market Financial Commodity and Other Derivative Contracts, Net | 116 | 79 | 32 | 269 | |||||||||||||||||||
| Gathering, Processing and Marketing | 1,178 | 1,481 | 3,765 | 4,459 | |||||||||||||||||||
| Gains (Losses) on Asset Dispositions, Net | (18) | (7) | (19) | 39 | |||||||||||||||||||
| Other, Net | 17 | 28 | 52 | 77 | |||||||||||||||||||
| Total | 5,847 | 5,965 | 16,994 | 18,113 | |||||||||||||||||||
| Operating Expenses | |||||||||||||||||||||||
| Lease and Well | 431 | 392 | 1,228 | 1,178 | |||||||||||||||||||
| Gathering, Processing and Transportation Costs | 587 | 445 | 1,482 | 1,281 | |||||||||||||||||||
| Exploration Costs | 71 | 43 | 186 | 122 | |||||||||||||||||||
| Dry Hole Costs | — | — | 45 | 6 | |||||||||||||||||||
| Impairments | 71 | 15 | 154 | 115 | |||||||||||||||||||
| Marketing Costs | 1,134 | 1,500 | 3,675 | 4,394 | |||||||||||||||||||
| Depreciation, Depletion and Amortization | 1,169 | 1,031 | 3,235 | 3,089 | |||||||||||||||||||
| General and Administrative | 239 | 167 | 596 | 480 | |||||||||||||||||||
| Taxes Other Than Income | 309 | 283 | 951 | 958 | |||||||||||||||||||
| Total | 4,011 | 3,876 | 11,552 | 11,623 | |||||||||||||||||||
| Operating Income | 1,836 | 2,089 | 5,442 | 6,490 | |||||||||||||||||||
| Other Income, Net | 59 | 76 | 179 | 204 | |||||||||||||||||||
| Income Before Interest Expense and Income Taxes | 1,895 | 2,165 | 5,621 | 6,694 | |||||||||||||||||||
| Interest Expense, Net | 71 | 31 | 169 | 100 | |||||||||||||||||||
| Income Before Income Taxes | 1,824 | 2,134 | 5,452 | 6,594 | |||||||||||||||||||
| Income Tax Provision | 353 | 461 | 1,173 | 1,442 | |||||||||||||||||||
| Net Income | $ | 1,471 | $ | 1,673 | $ | 4,279 | $ | 5,152 | |||||||||||||||
| Net Income Per Share | |||||||||||||||||||||||
| Basic | $ | 2.72 | $ | 2.97 | $ | 7.85 | $ | 9.05 | |||||||||||||||
| Diluted | $ | 2.70 | $ | 2.95 | $ | 7.81 | $ | 8.99 | |||||||||||||||
| Average Number of Common Shares | |||||||||||||||||||||||
| Basic | 541 | 564 | 545 | 569 | |||||||||||||||||||
| Diluted | 544 | 568 | 548 | 573 | |||||||||||||||||||
| Comprehensive Income | |||||||||||||||||||||||
| Net Income | $ | 1,471 | $ | 1,673 | $ | 4,279 | $ | 5,152 | |||||||||||||||
| Other Comprehensive Income (Loss) | |||||||||||||||||||||||
| Foreign Currency Translation Adjustments | 2 | (1) | (1) | — | |||||||||||||||||||
| Other Comprehensive Income (Loss) | 2 | (1) | (1) | — | |||||||||||||||||||
| Comprehensive Income | $ | 1,473 | $ | 1,672 | $ | 4,278 | $ | 5,152 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
-3-
EOG RESOURCES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Millions, Except Share Data)
(Unaudited)
| September 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and Cash Equivalents | $ | 3,530 | $ | 7,092 | |||||||
| Accounts Receivable, Net | 2,680 | 2,650 | |||||||||
| Inventories | 945 | 985 | |||||||||
| Assets from Price Risk Management Activities | 19 | — | |||||||||
| Other | 646 | 503 | |||||||||
| Total | 7,820 | 11,230 | |||||||||
| Property, Plant and Equipment | |||||||||||
| Oil and Gas Properties (Successful Efforts Method) | 88,301 | 77,091 | |||||||||
| Other Property, Plant and Equipment | 6,772 | 6,418 | |||||||||
| Total Property, Plant and Equipment | 95,073 | 83,509 | |||||||||
| Less: Accumulated Depreciation, Depletion and Amortization | (52,488) | (49,297) | |||||||||
| Total Property, Plant and Equipment, Net | 42,585 | 34,212 | |||||||||
| Deferred Income Taxes | 37 | 39 | |||||||||
| Other Assets | 1,757 | 1,705 | |||||||||
| Total Assets | $ | 52,199 | $ | 47,186 | |||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Accounts Payable | $ | 2,944 | $ | 2,464 | |||||||
| Accrued Taxes Payable | 392 | 1,007 | |||||||||
| Dividends Payable | 550 | 539 | |||||||||
| Liabilities from Price Risk Management Activities | 17 | 116 | |||||||||
| Current Portion of Long-Term Debt | 27 | 532 | |||||||||
| Current Portion of Operating Lease Liabilities | 433 | 315 | |||||||||
| Other | 452 | 381 | |||||||||
| Total | 4,815 | 5,354 | |||||||||
| Long-Term Debt | 7,667 | 4,220 | |||||||||
| Other Liabilities | 2,496 | 2,395 | |||||||||
| Deferred Income Taxes | 6,936 | 5,866 | |||||||||
| Commitments and Contingencies (Note 7) | |||||||||||
| Stockholders' Equity | |||||||||||
| Common Stock, $0.01 Par, 1,280,000,000 Shares Authorized and 589,044,385 Shares Issued at September 30, 2025 and 588,939,584 Shares Issued at December 31, 2024 | 206 | 206 | |||||||||
| Additional Paid in Capital | 5,978 | 6,090 | |||||||||
| Accumulated Other Comprehensive Loss | (5) | (4) | |||||||||
| Retained Earnings | 29,603 | 26,941 | |||||||||
| Common Stock Held in Treasury, 45,258,927 Shares at September 30, 2025 and 31,731,107 Shares at December 31, 2024 | (5,497) | (3,882) | |||||||||
| Total Stockholders' Equity | 30,285 | 29,351 | |||||||||
| Total Liabilities and Stockholders' Equity | $ | 52,199 | $ | 47,186 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
-4-
EOG RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In Millions, Except Per Share Data)
(Unaudited)
| Common Stock | Additional Paid In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Common Stock Held In Treasury | Total Stockholders' Equity | ||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | 206 | $ | 6,153 | $ | (7) | $ | 28,131 | $ | (5,245) | $ | 29,238 | |||||||||||||||||||||||
| Net Income | — | — | — | 1,471 | — | 1,471 | |||||||||||||||||||||||||||||
| Common Stock Dividends Declared, $0.00 Per Share | — | — | — | 1 | — | 1 | |||||||||||||||||||||||||||||
| Other Comprehensive Income | — | — | 2 | — | — | 2 | |||||||||||||||||||||||||||||
| Treasury Stock Repurchased | — | — | — | — | (442) | (442) | |||||||||||||||||||||||||||||
| Change in Treasury Stock - Stock Compensation Plans, Net | — | (2) | — | — | (36) | (38) | |||||||||||||||||||||||||||||
| Restricted Stock and Restricted Stock Units, Net | — | (226) | — | — | 226 | — | |||||||||||||||||||||||||||||
| Stock-Based Compensation Expenses | — | 53 | — | — | — | 53 | |||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | 206 | $ | 5,978 | $ | (5) | $ | 29,603 | $ | (5,497) | $ | 30,285 |
| Common Stock | Additional Paid In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Common Stock Held In Treasury | Total Stockholders' Equity | ||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | 206 | $ | 6,219 | $ | (8) | $ | 25,071 | $ | (2,329) | $ | 29,159 | |||||||||||||||||||||||
| Net Income | — | — | — | 1,673 | — | 1,673 | |||||||||||||||||||||||||||||
| Common Stock Dividends Declared, $0.91 Per Share | — | — | — | (513) | — | (513) | |||||||||||||||||||||||||||||
| Other Comprehensive Loss | — | — | (1) | — | — | (1) | |||||||||||||||||||||||||||||
| Treasury Stock Repurchased | — | — | — | — | (765) | (765) | |||||||||||||||||||||||||||||
| Change in Treasury Stock - Stock Compensation Plans, Net | — | (11) | — | — | (26) | (37) | |||||||||||||||||||||||||||||
| Restricted Stock and Restricted Stock Units, Net | — | (208) | — | — | 208 | — | |||||||||||||||||||||||||||||
| Stock-Based Compensation Expenses | — | 58 | — | — | — | 58 | |||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | 206 | $ | 6,058 | $ | (9) | $ | 26,231 | $ | (2,912) | $ | 29,574 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
-5-
EOG RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In Millions, Except Per Share Data)
(Unaudited)
| Common Stock | Additional Paid In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Common Stock Held In Treasury | Total Stockholders' Equity | ||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | 206 | $ | 6,090 | $ | (4) | $ | 26,941 | $ | (3,882) | $ | 29,351 | |||||||||||||||||||||||
| Net Income | — | — | — | 4,279 | — | 4,279 | |||||||||||||||||||||||||||||
| Common Stock Dividends Declared, $2.97 Per Share | — | — | — | (1,617) | — | (1,617) | |||||||||||||||||||||||||||||
| Other Comprehensive Loss | — | — | (1) | — | — | (1) | |||||||||||||||||||||||||||||
| Treasury Stock Repurchased | — | — | — | — | (1,845) | (1,845) | |||||||||||||||||||||||||||||
| Change in Treasury Stock - Stock Compensation Plans, Net | — | (6) | — | — | (32) | (38) | |||||||||||||||||||||||||||||
| Restricted Stock and Restricted Stock Units, Net | — | (262) | — | — | 262 | — | |||||||||||||||||||||||||||||
| Stock-Based Compensation Expenses | — | 156 | — | — | — | 156 | |||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | 206 | $ | 5,978 | $ | (5) | $ | 29,603 | $ | (5,497) | $ | 30,285 |
| Common Stock | Additional Paid In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Common Stock Held In Treasury | Total Stockholders' Equity | ||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | 206 | $ | 6,166 | $ | (9) | $ | 22,634 | $ | (907) | $ | 28,090 | |||||||||||||||||||||||
| Net Income | — | — | — | 5,152 | — | 5,152 | |||||||||||||||||||||||||||||
| Common Stock Dividends Declared, $2.73 Per Share | — | — | — | (1,555) | — | (1,555) | |||||||||||||||||||||||||||||
| Treasury Stock Repurchased | — | — | — | — | (2,218) | (2,218) | |||||||||||||||||||||||||||||
| Change in Treasury Stock - Stock Compensation Plans, Net | — | (32) | — | — | (11) | (43) | |||||||||||||||||||||||||||||
| Restricted Stock and Restricted Stock Units, Net | — | (224) | — | — | 224 | — | |||||||||||||||||||||||||||||
| Stock-Based Compensation Expenses | — | 148 | — | — | — | 148 | |||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | 206 | $ | 6,058 | $ | (9) | $ | 26,231 | $ | (2,912) | $ | 29,574 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
-6-
EOG RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions)
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash Flows from Operating Activities | |||||||||||
| Reconciliation of Net Income to Net Cash Provided by Operating Activities: | |||||||||||
| Net Income | $ | 4,279 | $ | 5,152 | |||||||
| Items Not Requiring (Providing) Cash | |||||||||||
| Depreciation, Depletion and Amortization | 3,235 | 3,089 | |||||||||
| Impairments | 154 | 115 | |||||||||
| Stock-Based Compensation Expenses | 156 | 148 | |||||||||
| Deferred Income Taxes | 427 | 547 | |||||||||
| (Gains) Losses on Asset Dispositions, Net | 19 | (39) | |||||||||
| Other, Net | 24 | 14 | |||||||||
| Dry Hole Costs | 45 | 6 | |||||||||
| Mark-to-Market Financial Commodity and Other Derivative Contracts | |||||||||||
| Gains, Net | (32) | (269) | |||||||||
| Net Cash Received from (Payments for) Settlements of Financial Commodity Derivative Contracts | (35) | 195 | |||||||||
| Changes in Components of Working Capital and Other Assets and Liabilities | |||||||||||
| Accounts Receivable | 303 | 200 | |||||||||
| Inventories | 35 | 222 | |||||||||
| Accounts Payable | (231) | (188) | |||||||||
| Accrued Taxes Payable | (632) | 390 | |||||||||
| Other Assets | (114) | 78 | |||||||||
| Other Liabilities | 7 | 17 | |||||||||
| Changes in Components of Working Capital Associated with Investing Activities | (208) | (297) | |||||||||
| Net Cash Provided by Operating Activities | 7,432 | 9,380 | |||||||||
| Investing Cash Flows | |||||||||||
| Acquisition of Encino Acquisition Partners, LLC, Net of Cash Acquired | (4,464) | — | |||||||||
| Additions to Oil and Gas Properties | (4,572) | (4,105) | |||||||||
| Additions to Other Property, Plant and Equipment | (367) | (902) | |||||||||
| Proceeds from Sales of Assets | 21 | 19 | |||||||||
| Changes in Components of Working Capital Associated with Investing Activities | 208 | 297 | |||||||||
| Net Cash Used in Investing Activities | (9,174) | (4,691) | |||||||||
| Financing Cash Flows | |||||||||||
| Long-Term Debt Borrowings | 3,472 | — | |||||||||
| Long-Term Debt Repayments | (1,766) | — | |||||||||
| Dividends Paid | (1,611) | (1,578) | |||||||||
| Treasury Stock Purchased | (1,887) | (2,253) | |||||||||
| Proceeds from Stock Options Exercised and Employee Stock Purchase Plan | 11 | 11 | |||||||||
| Debt Issuance and Other Financing Costs | (14) | — | |||||||||
| Repayment of Finance Lease Liabilities | (25) | (25) | |||||||||
| Net Cash Used in Financing Activities | (1,820) | (3,845) | |||||||||
| Effect of Exchange Rate Changes on Cash | — | — | |||||||||
| Increase (Decrease) in Cash and Cash Equivalents | (3,562) | 844 | |||||||||
| Cash and Cash Equivalents at Beginning of Period | 7,092 | 5,278 | |||||||||
| Cash and Cash Equivalents at End of Period | $ | 3,530 | $ | 6,122 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
-7-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Summary of Significant Accounting Policies
General. The condensed consolidated financial statements of EOG Resources, Inc., together with its subsidiaries (collectively, EOG), included herein have been prepared by management without audit pursuant to the rules and regulations of the United States Securities and Exchange Commission. Accordingly, they reflect all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the financial results for the interim periods presented. Certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations. However, management believes that the disclosures included either on the face of the financial statements or in these notes are sufficient to make the interim information presented not misleading. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in EOG's Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 27, 2025 (EOG's 2024 Annual Report).
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The operating results for the three and nine months ended September 30, 2025, are not necessarily indicative of the results to be expected for the full year.
2. Stock-Based Compensation
As more fully discussed in Note 7 to the Consolidated Financial Statements included in EOG's 2024 Annual Report, EOG maintains various stock-based compensation plans. Stock-based compensation expense is included on the Condensed 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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Lease and Well | $ | 20 | $ | 22 | $ | 55 | $ | 50 | |||||||||||||||
| Gathering, Processing and Transportation Costs | 1 | 2 | 4 | 5 | |||||||||||||||||||
| Exploration Costs | 7 | 8 | 21 | 20 | |||||||||||||||||||
| General and Administrative | 25 | 26 | 76 | 73 | |||||||||||||||||||
| Total | $ | 53 | $ | 58 | $ | 156 | $ | 148 |
At September 30, 2025, approximately 12 million common shares remained available for grant under the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan (2021 Plan). EOG's policy is to issue shares related to the 2021 Plan grants 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 of stock-settled stock appreciation rights (SARs) grants was 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 $1 million and $8 million for the three months ended September 30, 2025 and 2024, respectively, and $4 million and $17 million for the nine months ended September 30, 2025 and 2024, respectively.
EOG has not granted any stock options or SARs since February 2022.
-8-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
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 $50 million and $39 million for the three months ended September 30, 2025 and 2024, respectively, and $145 million and $113 million for the nine months ended September 30, 2025 and 2024, respectively.
The following table sets forth restricted stock and restricted stock unit transactions for the nine-month periods ended September 30, 2025 and 2024 (shares and units in thousands):
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| 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 | 4,699 | $ | 122.64 | 4,364 | $ | 111.24 | |||||||||||||||||
| Granted | 2,083 | 117.58 | 1,822 | 122.35 | |||||||||||||||||||
| Released (1) | (1,355) | 113.54 | (1,264) | 85.21 | |||||||||||||||||||
| Forfeited | (131) | 123.77 | (143) | 113.78 | |||||||||||||||||||
| Outstanding at September 30 (2) | 5,296 | $ | 122.94 | 4,779 | $ | 122.28 |
(1)The total intrinsic value of restricted stock and restricted stock units released during the nine months ended September 30, 2025 and 2024, was $154 million and $155 million, respectively. The intrinsic value is based upon the closing price of the Common Stock on the date the restricted stock and restricted stock units are released.
(2)The total intrinsic value of restricted stock and restricted stock units outstanding at September 30, 2025 and 2024, was $594 million and $588 million, respectively.
At September 30, 2025, unrecognized compensation expense related to restricted stock and restricted stock units totaled $434 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 2.1 years.
Performance Units. EOG grants restricted stock units with performance-based conditions (Performance Units) annually to its executive officers and from time to time to other officers, without cost to them. For the grants made prior to September 2022, as more fully discussed in the grant agreements, the applicable performance metric is EOG's total shareholder return (TSR) over a three-year performance period (Performance Period) relative to the TSR over the same period of a designated group of peer companies. Upon the application of the applicable performance multiple at the completion of the Performance Period, a minimum of 0% and a maximum of 200% of the Performance Units granted could be outstanding.
For the grants made beginning in September 2022, as more fully discussed in the grant agreements, the applicable performance metrics are 1) EOG's TSR over the Performance Period relative to the TSR over the same period of a designated group of peer companies and 2) EOG's average return on capital employed (ROCE) over the Performance Period. At the end of the Performance Period, a performance multiple based on EOG's relative TSR ranking will be determined, with a minimum performance multiple of 0% and a maximum performance multiple of 200%. A specified modifier ranging from -70% to +70% will then be applied to the performance multiple based on EOG's average ROCE over the Performance Period, provided that in no event shall the performance multiple, after applying the ROCE modifier, be less than 0% or exceed 200%. Furthermore, if EOG's TSR over the Performance Period is negative (i.e., less than 0%), the performance multiple will be capped at 100%, regardless of EOG's relative TSR ranking or average ROCE over the Performance Period.
The fair value of the Performance Units is estimated using a Monte Carlo simulation. Stock-based compensation expense related to the Performance Unit grants totaled $2 million for both the three-month periods ended September 30, 2025 and 2024, and $7 million and $9 million for the nine-month periods ended September 30, 2025 and 2024, respectively.
-9-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
The following table sets forth the Performance Unit transactions for the nine-month periods ended September 30, 2025 and 2024 (units in thousands):
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| Number of Units | Weighted Average Grant Date Fair Value | Number of Units | Weighted Average Grant Date Fair Value | ||||||||||||||||||||
| Outstanding at January 1 | 559 | $ | 119.05 | 630 | $ | 95.49 | |||||||||||||||||
| Granted | 147 | 122.70 | 109 | 130.31 | |||||||||||||||||||
| Granted for Performance Multiple (1) | 54 | 96.61 | — | — | |||||||||||||||||||
| Released (2) | (267) | 96.61 | (45) | 43.33 | |||||||||||||||||||
| Forfeited for Performance Multiple (3) | — | — | (135) | 43.33 | |||||||||||||||||||
| Outstanding at September 30 (4) | 493 | (5) | $ | 129.87 | 559 | $ | 119.05 |
(1)Upon completion of the Performance Period for the Performance Units granted in 2021, a performance multiple of 125% was applied to each of the grants resulting in additional grants of Performance Units in February 2025.
(2)The total intrinsic value of Performance Units released was $34 million and $5 million for the nine months ended September 30, 2025 and 2024, respectively. The intrinsic value is based upon the closing price of the Common Stock on the date the Performance Units are released.
(3)Upon completion of the Performance Period for the Performance Units granted in 2020, a performance multiple of 25% was applied to each of the grants resulting in a forfeiture of Performance Units in February 2024.
(4)The total intrinsic value of Performance Units outstanding at September 30, 2025 and 2024, was $55 million and $69 million, respectively.
(5)Upon the application of the relevant performance multiple at the completion of each of the remaining Performance Periods, a minimum of zero and a maximum of 986 Performance Units could be outstanding.
At September 30, 2025, unrecognized compensation expense related to Performance Units totaled $32 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 2.0 years.
-10-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
3. Net Income Per Share
The following table sets forth the computation of Net Income Per Share for the three-month and nine-month periods ended September 30, 2025 and 2024 (in millions, except per share data):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Numerator for Basic and Diluted Earnings Per Share - | |||||||||||||||||||||||
| Net Income | $ | 1,471 | $ | 1,673 | $ | 4,279 | $ | 5,152 | |||||||||||||||
| Denominator for Basic Earnings Per Share - | |||||||||||||||||||||||
| Weighted Average Shares | 541 | 564 | 545 | 569 | |||||||||||||||||||
| Potential Dilutive Common Shares - | |||||||||||||||||||||||
| Stock Options/SARs/ESPP | — | 1 | — | 1 | |||||||||||||||||||
| Restricted Stock/Units and Performance Units | 3 | 3 | 3 | 3 | |||||||||||||||||||
| Denominator for Diluted Earnings Per Share - | |||||||||||||||||||||||
| Adjusted Diluted Weighted Average Shares | 544 | 568 | 548 | 573 | |||||||||||||||||||
| Net Income Per Share | |||||||||||||||||||||||
| Basic | $ | 2.72 | $ | 2.97 | $ | 7.85 | $ | 9.05 | |||||||||||||||
| Diluted | $ | 2.70 | $ | 2.95 | $ | 7.81 | $ | 8.99 |
The diluted earnings per share calculation excludes stock option, SAR and ESPP grants that were anti-dilutive. Shares underlying the excluded stock option, SAR and ESPP grants were zero for all periods presented.
4. Supplemental Cash Flow Information
Net cash paid for interest and income taxes was as follows for the nine-month periods ended September 30, 2025 and 2024 (in millions):
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Interest (1) | $ | 124 | $ | 75 | |||||||
| Income Taxes, Net of Refunds Received (2) | $ | 1,626 | $ | 587 |
(1)Net of capitalized interest of $50 million and $32 million for the nine months ended September 30, 2025 and 2024, respectively.
(2)Includes cash paid for the purchase of energy-related tax credits from a third-party seller(s) for the nine months ended September 30, 2025.
EOG's accrued capital expenditures and amounts recorded within accounts payable at September 30, 2025 and 2024, were $912 million and $690 million, respectively.
Non-cash investing activities for the nine months ended September 30, 2025 and 2024, included additions of $14 million and $106 million, respectively, to EOG's oil and gas properties as a result of property exchanges.
EOG had no collateral posted or held during the nine months ended September 30, 2025 and 2024. For related discussion, see Note 10.
-11-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
5. Segment Information
EOG's operations are all crude oil, natural gas liquids (NGLs) and natural gas exploration and production-related. The Segment Reporting Topic of the Accounting Standards Codification (ASC) establishes standards for reporting information about operating segments in annual and interim financial statements. Operating segments are defined as components of an enterprise about which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. EOG's chief operating decision makers (CODM) are the Chairman of the Board and Chief Executive Officer, the Executive Vice President and Chief Operating Officer, the Executive Vice President and Chief Financial Officer, the Executive Vice President and Chief Legal Officer, and the Senior Vice Presidents, Exploration and Production.
The CODM routinely review and make operating decisions related to significant issues associated with each of EOG's major producing areas (including in the United States and in Trinidad) and its exploration programs both inside and outside the United States. For segment reporting purposes, the CODM consider the major United States producing areas to be one operating segment. The CODM use operating income (loss) to assess performance and allocate resources.
Financial information by reportable segment is presented below for the three-month and nine-month periods ended September 30, 2025 and 2024 (in millions):
| United States | Trinidad | Other International (1) | Total | ||||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| Crude Oil and Condensate | $ | 3,234 | $ | 9 | $ | — | $ | 3,243 | |||||||||||||||
| NGLs | 604 | — | — | 604 | |||||||||||||||||||
| Natural Gas | 626 | 80 | 1 | 707 | |||||||||||||||||||
| Gains on Mark-to-Market Financial Commodity and Other Derivative Contracts, Net | 116 | — | — | 116 | |||||||||||||||||||
| Gathering, Processing and Marketing | 1,175 | 3 | — | 1,178 | |||||||||||||||||||
| Losses on Asset Dispositions, Net | (18) | — | — | (18) | |||||||||||||||||||
| Other, Net | 17 | — | — | 17 | |||||||||||||||||||
| Operating Revenues and Other | 5,754 | 92 | 1 | 5,847 | |||||||||||||||||||
| Lease and Well | 413 | 13 | 5 | ||||||||||||||||||||
| Gathering, Processing and Transportation Costs | 587 | — | — | ||||||||||||||||||||
| Marketing Costs | 1,134 | — | — | ||||||||||||||||||||
| Depreciation, Depletion and Amortization | 1,134 | 35 | — | ||||||||||||||||||||
| General and Administrative | 232 | 5 | 2 | ||||||||||||||||||||
| Taxes Other Than Income | 307 | 1 | 1 | ||||||||||||||||||||
| Other Segment Items (2) | 113 | 21 | 8 | ||||||||||||||||||||
| Operating Income (Loss) | 1,834 | 17 | (15) | 1,836 | |||||||||||||||||||
| Interest Income | 57 | ||||||||||||||||||||||
| Other Income | 2 | ||||||||||||||||||||||
| Interest Expense, Net | (71) | ||||||||||||||||||||||
| Income Before Income Taxes | $ | 1,824 | |||||||||||||||||||||
| Other Segment Disclosures: | |||||||||||||||||||||||
| Additions to Oil and Gas Properties, Excluding Dry Hole Costs (3) | 8,046 | 48 | 34 | 8,128 | |||||||||||||||||||
| Interest Expense, Net | 71 | — | — | 71 | |||||||||||||||||||
| Interest Income | 53 | 3 | 1 | 57 |
-12-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
| United States | Trinidad | Other International (1) | Total | ||||||||||||||||||||
| Three Months Ended September 30, 2024 | |||||||||||||||||||||||
| Crude Oil and Condensate | $ | 3,482 | $ | 6 | $ | — | $ | 3,488 | |||||||||||||||
| NGLs | 524 | — | — | 524 | |||||||||||||||||||
| Natural Gas | 296 | 76 | — | 372 | |||||||||||||||||||
| Gains on Mark-to-Market Financial Commodity and Other Derivative Contracts, Net | 79 | — | — | 79 | |||||||||||||||||||
| Gathering, Processing and Marketing | 1,481 | — | — | 1,481 | |||||||||||||||||||
| Gains (Losses) on Asset Dispositions, Net | (8) | 1 | — | (7) | |||||||||||||||||||
| Other, Net | 27 | 1 | — | 28 | |||||||||||||||||||
| Operating Revenues and Other | 5,881 | 84 | — | 5,965 | |||||||||||||||||||
| Lease and Well | 380 | 12 | — | ||||||||||||||||||||
| Gathering, Processing and Transportation Costs | 445 | — | — | ||||||||||||||||||||
| Marketing Costs | 1,500 | — | — | ||||||||||||||||||||
| Depreciation, Depletion and Amortization | 996 | 35 | — | ||||||||||||||||||||
| General and Administrative | 162 | 4 | 1 | ||||||||||||||||||||
| Taxes Other Than Income | 281 | 1 | 1 | ||||||||||||||||||||
| Other Segment Items (2) | 54 | 2 | 2 | ||||||||||||||||||||
| Operating Income (Loss) | 2,063 | 30 | (4) | 2,089 | |||||||||||||||||||
| Interest Income | 76 | ||||||||||||||||||||||
| Other Income | — | ||||||||||||||||||||||
| Interest Expense, Net | (31) | ||||||||||||||||||||||
| Income Before Income Taxes | $ | 2,134 | |||||||||||||||||||||
| Other Segment Disclosures: | |||||||||||||||||||||||
| Additions to Oil and Gas Properties, Excluding Dry Hole Costs | 1,246 | 31 | 3 | 1,280 | |||||||||||||||||||
| Interest Expense, Net | 31 | — | — | 31 | |||||||||||||||||||
| Interest Income | 71 | 4 | 1 | 76 |
-13-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
| United States | Trinidad | Other International (1) | Total | ||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Crude Oil and Condensate | $ | 9,489 | $ | 21 | $ | — | $ | 9,510 | |||||||||||||||
| NGLs | 1,710 | — | — | 1,710 | |||||||||||||||||||
| Natural Gas | 1,696 | 247 | 1 | 1,944 | |||||||||||||||||||
| Gains on Mark-to-Market Financial Commodity and Other Derivative Contracts, Net | 32 | — | — | 32 | |||||||||||||||||||
| Gathering, Processing and Marketing | 3,761 | 4 | — | 3,765 | |||||||||||||||||||
| Losses on Asset Dispositions, Net | (18) | — | (1) | (19) | |||||||||||||||||||
| Other, Net | 52 | — | — | 52 | |||||||||||||||||||
| Operating Revenues and Other | 16,722 | 272 | — | 16,994 | |||||||||||||||||||
| Lease and Well | 1,181 | 37 | 10 | ||||||||||||||||||||
| Gathering, Processing and Transportation Costs | 1,481 | 1 | — | ||||||||||||||||||||
| Marketing Costs | 3,675 | — | — | ||||||||||||||||||||
| Depreciation, Depletion and Amortization | 3,113 | 122 | — | ||||||||||||||||||||
| General and Administrative | 572 | 13 | 11 | ||||||||||||||||||||
| Taxes Other Than Income | 947 | 3 | 1 | ||||||||||||||||||||
| Other Segment Items (2) | 274 | 61 | 50 | ||||||||||||||||||||
| Operating Income (Loss) | 5,479 | 35 | (72) | 5,442 | |||||||||||||||||||
| Interest Income | 181 | ||||||||||||||||||||||
| Other Expense | (2) | ||||||||||||||||||||||
| Interest Expense, Net | (169) | ||||||||||||||||||||||
| Income Before Income Taxes | $ | 5,452 | |||||||||||||||||||||
| Other Segment Disclosures: | |||||||||||||||||||||||
| Additions to Oil and Gas Properties, Excluding Dry Hole Costs (3) | 11,030 | 107 | 37 | 11,174 | |||||||||||||||||||
| Total Property, Plant and Equipment, Net | 42,024 | 499 | 62 | 42,585 | |||||||||||||||||||
| Total Assets | 50,783 | 1,145 | 271 | 52,199 | |||||||||||||||||||
| Interest Expense, Net | 169 | — | — | 169 | |||||||||||||||||||
| Interest Income | 169 | 8 | 4 | 181 |
-14-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
| United States | Trinidad | Other International (1) | Total | ||||||||||||||||||||
| Nine Months Ended September 30, 2024 | |||||||||||||||||||||||
| Crude Oil and Condensate | $ | 10,646 | $ | 14 | $ | — | $ | 10,660 | |||||||||||||||
| NGLs | 1,552 | — | — | 1,552 | |||||||||||||||||||
| Natural Gas | 852 | 205 | — | 1,057 | |||||||||||||||||||
| Gains on Mark-to-Market Financial Commodity and Other Derivative Contracts, Net | 269 | — | — | 269 | |||||||||||||||||||
| Gathering, Processing and Marketing | 4,458 | 1 | — | 4,459 | |||||||||||||||||||
| Gains (Losses) on Asset Dispositions, Net | 44 | (5) | — | 39 | |||||||||||||||||||
| Other, Net | 76 | 1 | — | 77 | |||||||||||||||||||
| Operating Revenues and Other | 17,897 | 216 | — | 18,113 | |||||||||||||||||||
| Lease and Well | 1,147 | 31 | — | ||||||||||||||||||||
| Gathering, Processing and Transportation Costs | 1,281 | — | — | ||||||||||||||||||||
| Marketing Costs | 4,394 | — | — | ||||||||||||||||||||
| Depreciation, Depletion and Amortization | 2,987 | 101 | 1 | ||||||||||||||||||||
| General and Administrative | 465 | 11 | 4 | ||||||||||||||||||||
| Taxes Other Than Income | 955 | 2 | 1 | ||||||||||||||||||||
| Other Segment Items (2) | 194 | 9 | 40 | ||||||||||||||||||||
| Operating Income (Loss) | 6,474 | 62 | (46) | 6,490 | |||||||||||||||||||
| Interest Income | 208 | ||||||||||||||||||||||
| Other Expense | (4) | ||||||||||||||||||||||
| Interest Expense, Net | (100) | ||||||||||||||||||||||
| Income Before Income Taxes | $ | 6,594 | |||||||||||||||||||||
| Other Segment Disclosures: | |||||||||||||||||||||||
| Additions to Oil and Gas Properties, Excluding Dry Hole Costs | 4,089 | 112 | 4 | 4,205 | |||||||||||||||||||
| Total Property, Plant and Equipment, Net | 33,683 | 422 | 21 | 34,126 | |||||||||||||||||||
| Total Assets | 44,867 | 1,094 | 190 | 46,151 | |||||||||||||||||||
| Interest Expense, Net | 100 | — | — | 100 | |||||||||||||||||||
| Interest Income | 192 | 12 | 4 | 208 |
(1) Other International primarily consists of EOG's Australia, Kingdom of Bahrain, Canada and United Arab Emirates operations. EOG is continuing the process of exiting its Canada operations.
(2) Other Segment Items include Exploration Costs, Dry Hole Costs and Impairments. Other Segment Items primarily relate to exploration expense in the Kingdom of Bahrain and United Arab Emirates for the three-month period ended September 30, 2025 and to exploration expense in the Kingdom of Bahrain and United Arab Emirates and impairment in Canada for the nine-month period ended September 30, 2025.
(3) Includes oil and gas properties from the Encino Acquisition Partners, LLC (Encino) acquisition of $6,633 million.
-15-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
6. Asset Retirement Obligations
The following table presents the reconciliation of the beginning and ending aggregate carrying amounts of short-term and long-term legal obligations associated with the retirement of property, plant and equipment for the nine-month periods ended September 30, 2025 and 2024 (in millions):
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Carrying Amount at January 1 | $ | 1,460 | $ | 1,506 | |||||||
| Liabilities Incurred (1) | 84 | 39 | |||||||||
| Liabilities Settled (2) | (53) | (50) | |||||||||
| Accretion | 44 | 43 | |||||||||
| Revisions | 5 | (84) | |||||||||
| Foreign Currency Translations | 1 | (1) | |||||||||
| Carrying Amount at September 30 | $ | 1,541 | $ | 1,453 | |||||||
| Current Portion | $ | 72 | $ | 44 | |||||||
| Noncurrent Portion | $ | 1,469 | $ | 1,409 |
(1)Liabilities incurred for the nine-month period ended September 30, 2025, included $52 million related to the Encino acquisition.
(2)Includes settlements related to asset sales and property exchanges.
The current and noncurrent portions of EOG's asset retirement obligations are included in Current Liabilities - Other and Other Liabilities, respectively, on the Condensed Consolidated Balance Sheets.
7. 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.
-16-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
8. Long-Term Debt, Bridge Loan Commitments and Common Stock
Long-Term Debt. On April 1, 2025, EOG repaid upon maturity the $500 million aggregate principal amount of its 3.15% Senior Notes due 2025.
On July 1, 2025, EOG closed on its offering of $500 million aggregate principal amount of its 4.400% Senior Notes due 2028, $1.25 billion aggregate principal amount of its 5.000% Senior Notes due 2032, $1.25 billion aggregate principal amount of its 5.350% Senior Notes due 2036 and $500 million aggregate principal amount of its 5.950% Senior Notes due 2055 (collectively, the New Notes). Interest on the New Notes is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026. EOG received net proceeds of $3.47 billion from the issuance of the New Notes, which were used for general corporate purposes, including the payment of a portion of the consideration for the acquisition of Encino and related fees, costs and expenses. EOG incurred approximately $8 million of debt issuance costs from the issuance of the New Notes which are deducted from the New Notes' carrying amount.
At September 30, 2025, the $750 million aggregate principal amount of EOG's 4.15% Senior Notes due 2026 was classified as long-term debt based upon EOG's intent and ability to ultimately replace such amount with other long-term debt.
EOG currently has a $1.9 billion senior unsecured Revolving Credit Agreement (Agreement) with domestic and foreign lenders (Banks). The Agreement has a scheduled maturity date of June 7, 2028, and includes an option for EOG to extend, on up to two occasions, the term for successive one-year periods subject to certain terms and conditions. The Agreement (i) commits the Banks to provide advances up to an aggregate principal amount of $1.9 billion at any one time outstanding, with an option for EOG to request increases in the aggregate commitments to an amount not to exceed $3.0 billion, subject to certain terms and conditions, and (ii) includes a swingline subfacility and a letter of credit subfacility. Advances under the Agreement will accrue interest based, at EOG's option, on either the Secured Overnight Financing Rate (SOFR) plus 0.1% plus an applicable margin or the base rate (as defined in the Agreement) plus an applicable margin. The applicable margin used in connection with interest rates and fees will be based on EOG's credit rating for its senior unsecured long-term debt at the applicable time. The Agreement contains representations, warranties, covenants and events of default that EOG believes are customary for investment-grade, senior unsecured commercial bank credit agreements, including a financial covenant for the maintenance of a ratio of Total Debt-to-Total Capitalization (as such terms are defined in the Agreement) of no greater than 65%. At September 30, 2025, EOG was in compliance with this financial covenant. At September 30, 2025 and December 31, 2024, there were no borrowings or letters of credit outstanding under the Agreement. The SOFR and base rate (inclusive of the applicable margins), had there been any amounts borrowed under the Agreement at September 30, 2025, would have been 5.13% and 7.25%, respectively.
Bridge Loan Commitments. In connection with the Encino acquisition, EOG entered into a Commitment Letter, dated May 30, 2025 (as supplemented by a Joinder to Commitment Letter, dated June 13, 2025), with Goldman Sachs Bank USA and other participating financial institutions in respect of a $2.0 billion senior unsecured 364-day bridge loan facility. Such commitments were terminated, effective July 1, 2025, following EOG's receipt of the proceeds from the offering of the New Notes. EOG paid $6.5 million in fees associated with such commitments.
Common Stock. In November 2021, the Board of Directors (Board) established a new share repurchase authorization allowing for the repurchase by EOG of up to $5 billion of its common stock and, in November 2024, increased such share repurchase authorization from $5 billion to $10 billion, effective November 7, 2024 (Share Repurchase Authorization). During the nine months ended September 30, 2025, EOG repurchased 15.4 million shares of common stock for approximately $1.8 billion (inclusive of transaction fees and commissions) pursuant to the Share Repurchase Authorization. As of September 30, 2025, approximately $4.0 billion remained available for repurchases under the Share Repurchase Authorization. Included in the Treasury Stock Repurchased amounts on the Condensed Consolidated Statements of Stockholders' Equity for the nine months ended September 30, 2025, is $17 million of estimated federal excise tax.
-17-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
Under the Share Repurchase Authorization, EOG may repurchase shares from time to time, at management's discretion, in accordance with applicable securities laws, including through open market transactions, privately negotiated transactions or any combination thereof. The timing and amount of repurchases is at the discretion of EOG's management and depends on a variety of factors, including the trading price of EOG's common stock, corporate and regulatory requirements, other market and economic conditions, the availability of cash to effect repurchases and EOG's anticipated future capital expenditures and other commitments requiring cash. Repurchased shares are held as treasury shares and are available for general corporate purposes. The Share Repurchase Authorization has no time limit, does not require EOG to repurchase a specific number of shares and may be modified, suspended, or terminated by the Board at any time.
On February 27, 2025, the Board declared a quarterly cash dividend on the common stock of $0.975 per share paid on April 30, 2025, to stockholders of record as of April 16, 2025.
On May 1, 2025, the Board declared a quarterly cash dividend on the common stock of $0.975 per share paid on July 31, 2025, to stockholders of record as of July 17, 2025.
On May 30, 2025, the Board declared a quarterly cash dividend on the common stock of $1.02 per share paid on October 31, 2025, to stockholders of record as of October 17, 2025. This represented an increase from the previous quarterly cash dividend which was $0.975 per share.
On November 6, 2025, the Board declared a quarterly cash dividend on the common stock of $1.02 per share to be paid on January 30, 2026, to stockholders of record as of January 16, 2026.
9. Fair Value Measurements
Recurring Fair Value Measurements. As more fully discussed in Note 13 to the Consolidated Financial Statements included in EOG's 2024 Annual Report, certain of EOG's financial and nonfinancial assets and liabilities are reported at fair value on the Condensed Consolidated Balance Sheets. The following table provides fair value measurement information within the fair value hierarchy for certain of EOG's financial assets and liabilities carried at fair value on a recurring basis at September 30, 2025 and December 31, 2024 (in millions):
| Fair Value Measurements Using: | |||||||||||||||||||||||
| Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | ||||||||||||||||||||
| At September 30, 2025 | |||||||||||||||||||||||
| Financial Assets: | |||||||||||||||||||||||
| Natural Gas Swaps | $ | — | $ | 16 | $ | — | $ | 16 | |||||||||||||||
| Natural Gas Collars | — | 5 | — | 5 | |||||||||||||||||||
| NGL Swaps | — | 1 | — | 1 | |||||||||||||||||||
| Brent Crude Oil (Brent) Linked Gas Sales Contract | — | — | 65 | 65 | |||||||||||||||||||
| Financial Liabilities: | |||||||||||||||||||||||
| Natural Gas Swaps | $ | — | $ | 36 | $ | — | $ | 36 | |||||||||||||||
| Natural Gas Collars | — | 4 | — | 4 | |||||||||||||||||||
| NGL Swaps | — | 1 | — | 1 | |||||||||||||||||||
| At December 31, 2024 | |||||||||||||||||||||||
| Financial Assets: | |||||||||||||||||||||||
| Natural Gas Basis Swaps | $ | — | $ | 1 | $ | — | $ | 1 | |||||||||||||||
| Brent Linked Gas Sales Contract | — | — | 110 | 110 | |||||||||||||||||||
| Financial Liabilities: | |||||||||||||||||||||||
| Natural Gas Swaps | $ | — | $ | 117 | $ | — | $ | 117 |
-18-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
See Note 10 for the balance sheet amounts and classification of EOG's financial commodity and other derivative instruments at September 30, 2025 and December 31, 2024.
The estimated fair value of financial commodity and other derivative contracts was based upon forward commodity price curves based on quoted market prices. For the Brent Linked Gas Sales Contract, which is described below, the estimated fair value was based on EOG's estimates of (and assumptions regarding) significant Level 3 inputs, as defined by the Financial Accounting Standards Board's Fair Value Measurement Topic of the ASC (ASC 820), including future crude oil and natural gas prices. These Level 3 inputs are immaterial to the financial statements. Financial commodity and other derivative contracts were valued utilizing an independent third-party derivative valuation provider who uses various types of valuation models, as applicable.
Non-Recurring Fair Value Measurements. The initial measurement of asset retirement obligations at fair value is calculated using discounted cash flow techniques and is 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.
When circumstances indicate that proved oil and gas properties may be impaired, EOG compares expected undiscounted future cash flows at a depreciation, depletion and amortization group level to the unamortized capitalized cost of the group. If the expected undiscounted future cash flows, based on EOG's estimate of (and assumptions regarding) future crude oil, NGLs and natural gas prices, operating costs, development expenditures, anticipated production from proved reserves and other relevant data (all Level 3 inputs as defined by ASC 820) are lower than the unamortized capitalized cost, the capitalized cost is reduced to fair value. Fair value is generally calculated using the Income Approach described in ASC 820. In certain instances, EOG utilizes accepted offers from third-party purchasers as the basis for determining fair value.
EOG utilized average prices per acre from comparable market transactions and estimated discounted cash flows as the basis for determining the fair value of unproved and proved properties, respectively, received in non-cash property exchanges. See Note 4.
EOG accounted for its acquisition of Encino as a business combination under FASB Topic ASC 805 using the acquisition method with EOG as the acquirer. Under the acquisition method, the consideration transferred is allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values. See Note 11 for further discussion.
Fair Value Disclosures. EOG's financial instruments, other than financial commodity and other derivative contracts, consist of cash and cash equivalents, accounts receivable, accounts payable and current and long-term debt. The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value.
At September 30, 2025 and December 31, 2024, respectively, EOG had outstanding $7,640 million and $4,640 million aggregate principal amount of senior notes, which had estimated fair values at such dates of $7,634 million and $4,441 million, respectively. The estimated fair value of debt was based upon quoted market prices and, where such prices were not available, other observable (Level 2) inputs regarding interest rates available to EOG at the end of each respective period.
-19-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
10. Risk Management Activities
Commodity Price Risk**.** As more fully discussed in Note 12 to the Consolidated Financial Statements included in EOG's 2024 Annual Report, EOG engages in price risk management activities from time to time. These activities are intended to manage EOG's exposure to fluctuations in commodity prices for crude oil, NGLs and natural gas. EOG utilizes financial commodity derivative instruments, primarily price swap, option, swaption, collar and basis swap contracts, as a means to manage this price risk. EOG has not designated any of its financial commodity and other derivative contracts as accounting hedges and, accordingly, accounts for financial commodity and other derivative contracts using the mark-to-market accounting method.
Financial Commodity Derivative Contracts. Presented below is a comprehensive summary of EOG's financial commodity derivative contracts settled during the nine-month period ended September 30, 2025 (closed) and outstanding as of September 30, 2025 (inclusive of the contracts assumed, via novation, from Encino). Natural gas volumes are presented in million British thermal units per day (MMBtud) and prices are presented in dollars per million British Thermal Units ($/MMBtu). NGL volumes are presented in thousand barrels per day (MBbld) and prices are presented in dollars per barrel ($/Bbl).
| Natural Gas Financial Price Swap Contracts | ||||||||||||||||||||
| Contracts Sold | ||||||||||||||||||||
| Period | Settlement Index | Volume (MMBtud in thousands) | Weighted Average Price ($/MMBtu) | |||||||||||||||||
| February - July 2025 (closed) | NYMEX Henry Hub | 725 | $ | 3.07 | ||||||||||||||||
| August - October 2025 (closed) | NYMEX Henry Hub | 1,225 | 3.32 | |||||||||||||||||
| November - December 2025 | NYMEX Henry Hub | 1,225 | 3.32 | |||||||||||||||||
| January - June 2026 | NYMEX Henry Hub | 460 | 3.78 | |||||||||||||||||
| July - December 2026 | NYMEX Henry Hub | 450 | 3.79 |
| Natural Gas Basis Swap Contracts | ||||||||||||||||||||
| Contracts Sold | ||||||||||||||||||||
| Period | Settlement Index | Volume (MMBtud in thousands) | Weighted Average Price Differential ($/MMBtu) | |||||||||||||||||
| January - September 2025 (closed) | NYMEX Henry Hub Houston Ship Channel (HSC) Differential (1) | 10 | $ | 0.00 | ||||||||||||||||
| October - December 2025 | NYMEX Henry Hub HSC Differential | 10 | 0.00 |
(1) This settlement index is used to fix the differential between pricing at the Houston Ship Channel and NYMEX Henry Hub prices.
-20-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
| Natural Gas Collar Contracts | ||||||||||||||||||||||||||
| Contracts Sold | ||||||||||||||||||||||||||
| Weighted Average Price ($/MMBtu) | ||||||||||||||||||||||||||
| Period | Settlement Index | Volume (MMBtud in thousands) | Ceiling Price | Floor Price | ||||||||||||||||||||||
| September 2025 (closed) | NYMEX Henry Hub | 50 | $ | 4.65 | $ | 3.81 | ||||||||||||||||||||
| October 2025 (closed) | NYMEX Henry Hub | 60 | 4.63 | 3.76 | ||||||||||||||||||||||
| November - December 2025 | NYMEX Henry Hub | 60 | 4.63 | 3.76 | ||||||||||||||||||||||
| January - June 2026 | NYMEX Henry Hub | 80 | 4.28 | 3.72 | ||||||||||||||||||||||
| July - December 2026 | NYMEX Henry Hub | 70 | 4.23 | 3.71 | ||||||||||||||||||||||
| January - December 2027 | NYMEX Henry Hub | 120 | 4.41 | 3.42 |
| Ethane Financial Price Swap Contracts | ||||||||||||||||||||
| Contracts Sold | ||||||||||||||||||||
| Period | Settlement Index | Volume (MBbld) | Weighted Average Price ($/Bbl) | |||||||||||||||||
| August - September 2025 (closed) | Mont Belvieu Ethane (non-Tet) | 11 | $ | 10.46 | ||||||||||||||||
| October - December 2025 | Mont Belvieu Ethane (non-Tet) | 11 | 10.46 | |||||||||||||||||
| January - December 2026 | Mont Belvieu Ethane (non-Tet) | 11 | 10.94 |
| Butane Financial Price Swap Contracts | ||||||||||||||||||||
| Contracts Sold | ||||||||||||||||||||
| Period | Settlement Index | Volume (MBbld) | Weighted Average Price ($/Bbl) | |||||||||||||||||
| August - September 2025 (closed) | Mont Belvieu Butane (non-Tet) | 7 | $ | 36.28 | ||||||||||||||||
| October - December 2025 | Mont Belvieu Butane (non-Tet) | 7 | 36.28 |
| Propane Financial Price Swap Contracts | ||||||||||||||||||||
| Contracts Sold | ||||||||||||||||||||
| Period | Settlement Index | Volume (MBbld) | Weighted Average Price ($/Bbl) | |||||||||||||||||
| August - September 2025 (closed) | Mont Belvieu Propane (Tet) | 13 | $ | 30.82 | ||||||||||||||||
| October - December 2025 | Mont Belvieu Propane (Tet) | 13 | 30.82 | |||||||||||||||||
| January - December 2026 | Mont Belvieu Propane (Tet) | 1 | 30.24 |
-21-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
Financial Commodity and Other Derivative Instruments Location on Balance Sheet. The following table sets forth the amounts and classification of EOG's outstanding financial commodity and other derivative instruments at September 30, 2025 and December 31, 2024. Certain amounts may be presented on a net basis on the Condensed Consolidated Financial Statements when such amounts are with the same counterparty and subject to a master netting arrangement (in millions):
| Fair Value at | ||||||||||||||||||||
| Description | Location on Balance Sheet | September 30, 2025 | December 31, 2024 | |||||||||||||||||
| Asset Derivatives | ||||||||||||||||||||
| Crude oil, NGLs and natural gas financial derivative contracts - | ||||||||||||||||||||
| Current Portion | Assets from Price Risk Management Activities (1) | $ | 19 | $ | — | |||||||||||||||
| Brent Linked Gas Sales Contract - | ||||||||||||||||||||
| Noncurrent Portion | Other Assets (2) | 65 | 110 | |||||||||||||||||
| Liability Derivatives | ||||||||||||||||||||
| Crude oil, NGLs and natural gas financial derivative contracts - | ||||||||||||||||||||
| Current Portion | Liabilities from Price Risk Management Activities (3) | $ | 17 | $ | 116 | |||||||||||||||
| Noncurrent Portion | Other Liabilities (4) | 21 | — |
(1) The current portion of Assets from Price Risk Management Activities consists of gross assets of $19 million at September 30, 2025.
(2) The noncurrent portion related to the Brent Linked Gas Sales Contract consists of gross assets of $65 million and $110 million at September 30, 2025 and December 31, 2024, respectively.
(3) The current portion of Liabilities from Price Risk Management Activities consists of gross liabilities of $20 million, partially offset by gross assets of $3 million at September 30, 2025. The current portion of Liabilities from Price Risk Management Activities consists of gross liabilities of $117 million, partially offset by gross assets of $1 million at December 31, 2024.
(4) The noncurrent portion of Liabilities from Price Risk Management Activities consists of gross liabilities of $21 million at September 30, 2025.
Credit Risk. Notional contract amounts are used to express the magnitude of a 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 9). EOG evaluates its exposures 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 financial commodity 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. See Note 9 for the aggregate fair value of all derivative instruments that were in a net liability position at September 30, 2025 and December 31, 2024. EOG had no collateral posted and no collateral held at September 30, 2025 and December 31, 2024.
-22-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
11. Acquisitions and Divestitures
During the nine months ended September 30, 2025, EOG purchased proved properties adjacent to its core acreage in the Eagle Ford play for $269 million.
During the nine months ended September 30, 2024, EOG paid cash of $139 million, primarily to acquire a gathering system in South Texas. Additionally, during the nine months ended September 30, 2024, EOG recognized net gains on asset dispositions of $39 million and received proceeds of $19 million, primarily due to lease exchanges and dispositions in the Delaware Basin and the Eagle Ford, as well as the sale of certain other assets.
Encino Acquisition. On August 1, 2025, EOG acquired all of the outstanding equity interest in Encino, an independent oil and gas exploration and production company with operations in the Utica play, for cash consideration of $4,484 million and the assumption of Encino's senior notes in an aggregate principal amount of $1,200 million, subject to customary post-closing adjustments. The cash consideration included $392 million to repay Encino's revolving credit facility. In connection with the completion of the acquisition, EOG repaid and redeemed the senior notes in full, utilizing aggregate cash of approximately $1,292 million (inclusive of applicable redemption premiums and accrued and unpaid interest). In connection with the acquisition, EOG issued the New Notes. See Note 8.
The assets of Encino principally include producing wells and developed and undeveloped acreage in the Utica play.
In connection with this transaction, EOG incurred acquisition-related costs of approximately $57 million, of which $51 million were recorded as General and Administrative Expense and $6.5 million were recorded as Interest Expense.
EOG accounted for this transaction as a business combination under FASB Topic ASC 805 using the acquisition method with EOG as the acquirer. Under the acquisition method, the consideration transferred is allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values, with any excess of the consideration transferred over the estimated fair value of the identifiable net assets acquired recorded as goodwill. EOG did not record goodwill in connection with this transaction.
Certain data necessary to complete the purchase price allocation is preliminary including the valuations of oil and gas properties and the calculation of deferred taxes based upon the underlying tax basis of assets acquired and liabilities assumed. EOG believes the estimates used are reasonable, but are subject to change as additional information becomes available. Fair value measurements were applied to the acquired assets and liabilities. These measurements may be adjusted up to one year from the acquisition date if new information becomes available regarding facts and circumstances that existed as of such date.
The fair value measurements of Oil and Gas Properties and Asset Retirement Obligations are based on inputs that are not observable in the market and therefore represent Level 3 inputs as defined by ASC 820. The fair values of Proved Oil and Gas Properties and the majority of Unproved Oil and Gas Properties were measured using the Income Approach. Significant inputs to the valuation of Proved and Unproved Oil and Gas Properties included EOG's estimate of future crude oil, NGLs and natural gas prices, anticipated production from reserves, a weighted average cost of capital rate, and risk adjustment factors for proved undeveloped, probable and possible reserves. The valuation of a portion of the Unproved Oil and Gas Properties were valued using the Market Approach using prices per acre of comparable transactions as inputs. These inputs required significant judgments, assumptions and estimates by management at the time of the valuation, are the most sensitive and may be subject to change. The senior notes assumed were measured using observable market prices. The fair values of working capital items were determined to be equivalent to the carrying value as they are short-term in nature. The following table summarizes the preliminary allocation of the consideration to the fair values of the assets acquired and liabilities assumed (in millions):
-23-
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Concluded)
(Unaudited)
| Total Consideration | $ | 4,484 | |||
| Fair Value of Assets Acquired: | |||||
| Cash and Cash Equivalents | $ | 20 | |||
| Accounts Receivable, Net | 326 | ||||
| Inventories | 12 | ||||
| Assets from Price Risk Management Activities | 26 | ||||
| Other Current Assets | 24 | ||||
| Oil and Gas Properties (Successful Efforts Method) | 6,685 | ||||
| Other Property, Plant and Equipment | 88 | ||||
| Other Assets | 67 | ||||
| Amount Attributable to Assets Acquired | $ | 7,248 | |||
| Fair Value of Liabilities Assumed: | |||||
| Accounts Payable | $ | 632 | |||
| Accrued Taxes Payable | 17 | ||||
| Current Liabilities from Price Risk Management Activities | 15 | ||||
| Current Portion of Operating Lease Liabilities | 23 | ||||
| Other Current Liabilities | 42 | ||||
| Senior Notes | 1,266 | ||||
| Asset Retirement Obligations | 52 | ||||
| Other Liabilities | 72 | ||||
| Deferred Income Taxes | 645 | ||||
| Amount Attributable to Liabilities Assumed | $ | 2,764 | |||
| Net Assets Acquired and Liabilities Assumed | $ | 4,484 |
The following table details revenues and net income for Encino from the acquisition date, August 1, 2025, for the periods presented (in millions):
| Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2025 | ||||||||||
| Operating Revenues and Other | $ | 358 | $ | 358 | |||||||
| Net Income | 100 | 100 |
The following table details unaudited supplemental pro forma financial information for Encino as if EOG had completed the acquisition on January 1, 2024 (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Operating Revenues and Other | $ | 6,083 | $ | 6,411 | $ | 18,415 | $ | 19,414 | |||||||||||||||
| Net Income | 1,601 | 1,884 | 4,697 | 5,324 |
-24-
PART I. FINANCIAL INFORMATION
Previous: Cover and table of contents · Next: Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF