XML 20 R9.htm IDEA: XBRL DOCUMENT
v3.22.1

Stock-Based Payments | 3 Months Ended
--- | ---
Mar. 31, 2022
Share-based Payment Arrangement [Abstract] |
Stock-Based Compensation | Stock-Based Compensation As more fully discussed in Note 7 to the Consolidated Financial Statements included in EOG's 2021 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 March 31, |  |
| 2022 |  | 2021 |  |  |  |
Lease and Well | $ | 13 |  |  | $ | 14 |  |  |  |  |
Gathering and Processing Costs | 1 |  |  | — |  |  |  |  |
Exploration Costs | 5 |  |  | 6 |  |  |  |  |
General and Administrative | 16 |  |  | 15 |  |  |  |  |
Total | $ | 35 |  |  | $ | 35 |  |  |  |  |
The Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (2008 Plan) provided for grants of stock options, stock-settled stock appreciation rights (SARs), restricted stock and restricted stock units, performance units and other stock-based awards. EOG's stockholders approved the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan (2021 Plan) at the 2021 Annual Meeting of Stockholders. Therefore, no further grants were made from the 2008 Plan from and after the April 29, 2021 effective date of the 2021 Plan. The 2021 Plan provides for grants of stock options, SARs, restricted stock and restricted stock units, restricted stock units with performance-based conditions (together with the performance units granted under the 2008 Plan, Performance Units) and other stock-based awards, up to an aggregate maximum of 20 million shares of common stock, plus any shares that are subject to outstanding awards under the 2008 Plan as of April 29, 2021, that are subsequently canceled, forfeited, expire or are otherwise not issued or are settled in cash. Under the 2021 Plan, grants may be made to employees and non-employee members of EOG's Board of Directors (Board). At March 31, 2022, approximately 18 million common shares remained available for grant under the 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 SAR grants is estimated using the Hull-White II binomial option pricing model. The fair value of Employee Stock Purchase Plan (ESPP) grants is estimated using the Black-Scholes-Merton model. Stock-based compensation expense related to stock option, SAR and ESPP grants totaled $8 million and $10 million during the three months ended March 31, 2022 and 2021, respectively. Weighted average fair values and valuation assumptions used to value stock option, SAR and ESPP grants during the three-month periods ended March 31, 2022 and 2021 are as follows:
| Stock Options/SARs |  | ESPP
| Three Months Ended March 31, |  | Three Months Ended March 31,
| 2022 |  | 2021 |  | 2022 |  | 2021
Weighted Average Fair Value of Grants | $ | 28.30 |  |  | $ | 17.03 |  |  | $ | 23.07 |  |  | $ | 14.69 |
Expected Volatility | 42.20 | % |  | 47.18 | % |  | 39.72 | % |  | 54.99 | %
Risk-Free Interest Rate | 0.89 | % |  | 0.28 | % |  | 0.22 | % |  | 0.09 | %
Dividend Yield | 3.28 | % |  | 3.25 | % |  | 3.32 | % |  | 3.41 | %
Expected Life | 5.3 years |  | 5.2 years |  | 0.5 years |  | 0.5 years
Expected volatility is based on an equal weighting of historical volatility and implied volatility from traded options in EOG's common stock. The risk-free interest rate is based upon United States Treasury yields in effect at the time of grant. The expected life is based upon historical experience and contractual terms of stock option, SAR and ESPP grants. The following table sets forth stock option and SAR transactions for the three-month periods ended March 31, 2022 and 2021 (stock options and SARs in thousands):
| Three Months Ended March 31, 2022 |  | Three Months Ended March 31, 2021
| Number of Stock Options/SARs |  | Weighted Average Exercise Price |  | Number of Stock Options/SARs |  | Weighted Average Exercise Price
Outstanding at January 1 | 9,969 |  |  | $ | 84.37 |  |  | 10,186 |  |  | $ | 84.08 |
Granted | 2 |  |  | 97.64 |  |  | 7 |  |  | 53.98 |
Exercised (1) | (2,324) |  |  | 84.63 |  |  | (26) |  |  | 63.25 |
Forfeited | (81) |  |  | 85.86 |  |  | (103) |  |  | 89.21 |
Outstanding at March 31 (2) | 7,566 |  |  | $ | 84.28 |  |  | 10,064 |  |  | $ | 84.06 |
Vested or Expected to Vest (3) | 7,256 |  |  | $ | 85.05 |  |  | 9,749 |  |  | $ | 84.74 |
Exercisable at March 31 (4) | 3,886 |  |  | $ | 101.26 |  |  | 6,288 |  |  | $ | 96.47 |
(1)The total intrinsic value of stock options/SARs exercised during the three months ended March 31, 2022 and 2021 was $62 million and $0.2 million, respectively. The intrinsic value is based upon the difference between the market price of EOG's common stock on the date of exercise and the exercise price of the stock options/SARs. (2)The total intrinsic value of stock options/SARs outstanding at March 31, 2022 and 2021 was $277 million and $71 million, respectively. At March 31, 2022 and 2021, the weighted average remaining contractual life was 4.3 years and 4.0 years, respectively. (3)The total intrinsic value of stock options/SARs vested or expected to vest at March 31, 2022 and 2021 was $260 million and $66 million, respectively. At March 31, 2022 and 2021, the weighted average remaining contractual life was 4.3 years and 4.0 years, respectively. (4)The total intrinsic value of stock options/SARs exercisable at March 31, 2022 and 2021 was $82 million and $3 million, respectively. At March 31, 2022 and 2021, the weighted average remaining contractual life was 2.9 years and 3.0 years, respectively. At March 31, 2022, unrecognized compensation expense related to non-vested stock option, SAR and ESPP grants totaled $54 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 1.9 years. Restricted Stock and Restricted Stock Units. Employees may be granted restricted (non-vested) stock and/or restricted stock units without cost to them. Stock-based compensation expense related to restricted stock and restricted stock units totaled $25 million and $24 million for the three months ended March 31, 2022 and 2021. The following table sets forth restricted stock and restricted stock unit transactions for the three-month periods ended March 31, 2022 and 2021 (shares and units in thousands):
| Three Months Ended March 31, 2022 |  | Three Months Ended March 31, 2021
| 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 | 4,680 |  |  | $ | 69.37 |  |  | 4,742 |  |  | $ | 74.97 |
Granted | 14 |  |  | 110.66 |  |  | 12 |  |  | 60.27 |
Released (1) | (699) |  |  | 93.37 |  |  | (430) |  |  | 90.27 |
Forfeited | (51) |  |  | 66.77 |  |  | (25) |  |  | 71.16 |
Outstanding at March 31 (2) | 3,944 |  |  | $ | 65.30 |  |  | 4,299 |  |  | $ | 73.42 |
(1)The total intrinsic value of restricted stock and restricted stock units released during the three months ended March 31, 2022 and 2021 was $81 million and $31 million, respectively. The intrinsic value is based upon the closing price of EOG's common stock on the date the restricted stock and restricted stock units are released. (2)The total intrinsic value of restricted stock and restricted stock units outstanding at March 31, 2022 and 2021 was $470 million and $312 million, respectively. At March 31, 2022, unrecognized compensation expense related to restricted stock and restricted stock units totaled $172 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 1.5 years. Performance Units. EOG grants Performance Units annually to its executive officers without cost to them. As more fully discussed in the grant agreements, the performance metric applicable to the Performance Units is EOG's total shareholder return over a three-year performance period relative to the total shareholder return of a designated group of peer companies (Performance Period). Upon the application of the performance multiple at the completion of the Performance Period, a minimum of 0% and a maximum of 200% of the Performance Units granted could be outstanding. The fair value of the Performance Units is estimated using a Monte Carlo simulation. Stock-based compensation expense related to the Performance Unit grants totaled $2 million and $1 million for the three months ended March 31, 2022 and 2021, respectively. The following table sets forth the Performance Unit transactions for the three-month periods ended March 31, 2022 and 2021 (units in thousands):
| Three Months Ended March 31, 2022 |  | Three Months Ended March 31, 2021
| Number of Units |  | Weighted Average Grant Date Fair Value |  | Number of Units |  | Weighted Average Grant Date Fair Value
Outstanding at January 1 | 679 |  |  | $ | 84.97 |  |  | 613 |  |  | $ | 88.38 |
Granted | — |  |  | — |  |  | 8 |  |  | 49.86 |
Granted for Performance Multiple (1) | — |  |  | — |  |  | 19 |  |  | 96.29 |
Released (2) | (57) |  |  | 136.74 |  |  | (98) |  |  | 96.29 |
Forfeited for Performance Multiple (3) | (56) |  |  | 136.74 |  |  | — |  |  | — |
Outstanding at March 31 (4) | 566 |  | (5) | $ | 74.60 |  |  | 542 |  |  | $ | 76.18 |
(1)Upon completion of the Performance Period for the Performance Units granted in 2017, a performance multiple of 125% was applied to the grants resulting in an additional grant of Performance Units in February 2021. (2)The total intrinsic value of Performance Units released was $7 million and $6 million for the three months ended March 31, 2022 and 2021, respectively. The intrinsic value is based upon the closing price of EOG's common stock on the date the Performance Units are released. (3)Upon completion of the Performance Period for the Performance Units granted in 2018, a performance multiple of 50% was applied to the grants resulting in a forfeiture of Performance Units in February 2022. (4)The total intrinsic value of Performance Units outstanding at March 31, 2022 and 2021 was approximately $67 million and $39 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 1,132 Performance Units could be outstanding. At March 31, 2022, unrecognized compensation expense related to Performance Units totaled $11 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 1.9 years.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration