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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation. The consolidated financial statements of EOG Resources, Inc. (EOG) include the accounts of all domestic and foreign subsidiaries. Investments in unconsolidated affiliates, in which EOG is able to exercise significant influence, are accounted for using the equity method. All material intercompany accounts and transactions have been eliminated.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.
Certain reclassifications have been made to prior period financial statements to conform with the current presentation.
Financial Instruments. EOG’s financial instruments consist of cash and cash equivalents, marketable securities, commodity derivative contracts, accounts receivable, accounts payable and long-term debt. The carrying values of cash and cash equivalents, marketable securities, commodity derivative contracts, accounts receivable and accounts payable approximate fair value (see Note 2 for fair value of long-term debt).
Cash and Cash Equivalents. EOG records as cash
equivalents all highly liquid short-term investments with original maturities of three months or less.
Oil and Gas Operations. EOG accounts for its natural gas and crude oil exploration and production activities under the successful efforts method of accounting.
Oil and gas lease acquisition costs are capitalized when incurred. Unproved properties with individually significant acquisition costs are assessed quarterly on a property-by-property basis, and any impairment in value is recognized. Unproved properties with acquisition costs that are not individually significant are aggregated, and the portion of such costs estimated to be nonproductive, based on historical experience, is amortized over the average holding period. If the unproved properties are determined to be productive, the appropriate related costs are transferred to proved oil and gas properties. Lease rentals are expensed as incurred.
Oil and gas exploration costs, other than the costs of drilling exploratory wells, are charged to expense as incurred. The costs of drilling exploratory wells are capitalized pending determination of whether they have discovered proved commercial reserves. Exploratory drilling costs are capitalized when drilling is complete if it is determined that there is economic producibility supported by either actual production, a conclusive formation test or by certain technical data if the discovery is located offshore in the Gulf of Mexico. If proved commercial reserves are not discovered, such drilling costs are expensed. In some circumstances, it may be uncertain whether proved commercial reserves have been found due to the requirement of a significant capital investment. Such exploratory drilling costs may continue to be capitalized if the reserve quantity is sufficient to justify development when the investment is made and additional exploratory wells are either in progress or firmly planned. All other exploratory wells that do not meet these criteria are expensed after one year. As of December 31, 2004 and 2003, EOG had exploratory drilling costs of $4.3 million and $4.5 million, respectively, related to an outside operated, deepwater offshore Gulf of Mexico discovery that has been deferred for more than one year and will require significant future capital expenditures before production can commence. These costs meet the accounting requirements outlined above for continued capitalization. As of December 31, 2004 and 2003, there were no material exploratory drilling costs capitalized for more than one year for projects that did not require a major capital investment. Costs to develop proved reserves, including the costs of all development wells and related equipment used in the production of natural gas and crude oil, are capitalized.
Depreciation, depletion and amortization of the cost of proved oil and gas properties is calculated using the unit-of-production method. The reserve base used to calculate depletion, depreciation or amortization is the sum of proved developed reserves and proved undeveloped
reserves for leasehold acquisition costs and the cost to acquire proved properties. The reserve base includes only proved developed reserves for lease and well equipment costs, which include development costs and successful exploration drilling costs. Estimated future dismantlement, restoration and abandonment costs, net of salvage values, are taken into account. Certain other assets are depreciated on a straight-line basis.
Assets are grouped in accordance with paragraph 30 of Statement of Financial Accounting Standards (SFAS) No. 19. The basis for grouping is a reasonable aggregation of properties with a common geological structural feature or stratigraphic condition, such as a reservoir or field.
Amortization rates are updated quarterly to reflect: 1) the addition of capital costs, 2) reserve revisions (upwards or downwards) and additions, 3) property acquisitions and/or property dispositions, and 4) impairments.
EOG accounts for impairments under the provisions of SFAS No. 144 - “Accounting for the Impairment or Disposal of Long-Lived Assets.” When circumstances indicate that an asset may be impaired, EOG compares expected undiscounted future cash flows at a producing field level to the unamortized capitalized cost of the asset. If the future undiscounted cash flows, based on EOG’s estimate of future crude oil and natural gas prices, operating costs, anticipated production from proved reserves and other relevant data, are lower than the unamortized capitalized cost, the capitalized cost is reduced to fair value. Fair value is calculated by discounting the future cash flows at an appropriate risk-adjusted discount rate.
Inventories, consisting primarily of tubular goods and well equipment held for use in the exploration for and development and production of natural gas and crude oil reserves, are carried at cost with adjustments made from time to time to recognize any reductions in value.
Arrangements for natural gas, crude oil, condensate and natural gas liquids sales are evidenced by signed contracts with determinable market prices and are recorded when production is delivered. A significant majority of the purchasers of these products have investment grade credit ratings and material credit losses have been rare. Revenues are recorded on the entitlement method based on EOG’s percentage ownership of current production. Each working interest owner in a well generally has the right to a specific percentage of production, although actual production sold on that owner’s behalf may differ from that owner’s ownership percentage. Under entitlement accounting, a receivable is recorded when underproduction occurs and a payable is recorded when overproduction occurs.
Capitalized Interest Costs. Interest capitalization is required for those properties if its effect, compared with the effect of expensing interest, is material. Accordingly, certain interest costs have been capitalized as a part of the historical cost of unproved oil and gas properties. The amount capitalized is an allocation of the interest cost incurred during the reporting period. Capitalized interest is computed only during the exploration and development activities and not on proved properties. The interest rate used for capitalization purposes is based on the interest rates on EOG’s outstanding borrowings.
Accounting for Price Risk Management Activities. EOG accounts for its price risk management activities under the provisions of SFAS No. 133 - “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS Nos. 137, 138 and 149. The statement establishes accounting and reporting standards requiring that every derivative instrument be recorded in the balance sheet as either an asset or liability measured at its fair value. The statement requires that changes in the derivative’s fair value be recognized currently in earnings unless specific hedge accounting criteria are met. During the three year period ending December 31, 2004, EOG elected not to designate any of its price risk management activities as accounting hedges under SFAS No. 133, and accordingly, accounted for them using the mark-to-market accounting method. Under this accounting method, the changes in the market value of outstanding financial instruments are recognized as gains or losses in the period of change. The gains or losses are recorded in Gains (Losses) on Mark-to-Market Commodity Derivative Contracts. The related cash flow impact is reflected as cash flows from operating activities (see Note 11).
Income Taxes. EOG accounts for income taxes under
the provisions of SFAS No. 109 - “Accounting for Income Taxes.” SFAS No. 109 requires the asset and liability approach for accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases (see Note 5).
Foreign Currency Translation. For subsidiaries whose functional currency is deemed to be other than the United States dollar, asset and liability accounts are translated at year-end exchange rates and revenue and expenses are translated at average exchange rates prevailing during the year. Translation adjustments are included in Accumulated Other Comprehensive Income (Loss). Any gains or losses on transactions or monetary assets or liabilities in currencies other than the functional currency are included in net income in the current period.
Net Income Per Share. In accordance with the provisions of SFAS No. 128 - “Earnings per Share,” basic net income per share is computed on the basis of the weighted-average number of common shares outstanding during the periods. Diluted net income per share is computed based upon the weighted-average number of common shares plus the assumed issuance of common shares for all potentially dilutive securities (see Note 8 for additional information to reconcile the difference between the Average Number of Common Shares outstanding for basic and diluted net income per share).
Stock Options. EOG accounts for stock options under the provisions and related interpretations of Accounting Principles Board (APB) Opinion No. 25 - “Accounting for Stock Issued to Employees.” No compensation expense is recognized for such options. As allowed by SFAS No. 123 - “Accounting for Stock-Based Compensation” issued in 1995, EOG has continued to apply APB Opinion No. 25 for purposes of determining net income and to present the pro forma disclosures required by SFAS No. 123.
EOG’s pro forma net income and net income per share of common stock for 2004, 2003 and 2002, had compensation costs been recorded in accordance with SFAS No. 123, are presented below (in millions, except per share data):
For grants made prior to August 2004, the fair value of each option grant is estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in 2004, 2003 and 2002, respectively: (1) dividend yield of 0.4%, 0.4% and 0.4%, (2) expected volatility of 35%, 43% and 45%, (3) risk-free interest rate of 2.5%, 3.4% and 3.7%, and (4) expected life of 2.8 years, 5.2 years and 5.3 years.
Beginning in August 2004, EOG’s stock options contain a feature that limits the potential gain that can be realized by requiring vested options to be exercised if the market price reaches 200% of the grant price for five consecutive trading days (Capped Option). The fair value of each Capped Option grant is estimated using a Monte Carlo Simulation Model assuming a dividend yield of 0.4%, expected volatility of 31%, risk-free interest rate of 4.24% and a weighted-average expected life of 4.83 years. During 2004, approximately 1,377,000 stock options were granted at a weighted-average fair value of $21.06 and were included in the above pro forma employee stock based compensation expense calculation. Approximately 200,000 of the stock options were granted before August 2004 with an average fair value of $16.04, based on the Black-Scholes Option-Pricing Model. Approximately 1,177,000 of the stock options were granted with the Capped Option feature since August 1, 2004, with an average fair value of $21.91, based on the Monte Carlo Simulation Model. The average fair values for the stock options granted during 2003 and 2002 were $16.55 and $14.79, respectively.
The effects of applying SFAS No. 123 in this pr forma disclosure should not be interpreted as being indicative of future effects. SFAS No. 123 does not apply to awards prior to 1995, and the extent and timing of additional future awards cannot be predicted.
New Accounting Pronouncements. In June 2001, the
Financial Accounting Standards Board (FASB) issued SFAS No. 143 - “Accounting for Asset Retirement Obligations” effective for fiscal years beginning after June 15, 2002. SFAS No. 143 essentially requires entities to record the fair value of a liability for legal obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. EOG adopted the statement on January 1, 2003. The impact of adopting the statement results in an after-tax charge of $7.1 million, which was reported in the first quarter of 2003 as cumulative effect of change in accounting principle.
During the third quarter of 2003, the SEC made comments to other registrants that oil and gas mineral rights acquired should be classified as an intangible asset pursuant to SFAS No. 141 - “Business Combinations,” and SFAS No. 142 - “Goodwill and Other Intangible Assets.” On September 2, 2004, FASB Staff Position 142-2, “Application of FASB Statement No. 142, “Goodwill and Other Intangible Assets,” to Oil- and Gas-Producing Entities” was issued. The FASB staff believes that the scope exception in paragraph 8(b) of Statement 142 extends to its disclosure provisions for drilling and mineral rights of oil- and gas-producing entities. Accordingly, the SEC comments made to the other registrants have no impact on EOG’s financial statements.
On April 1, 2004, EOG adopted prospectively FASB Staff Position No. 106-2 - “Accounting and Disclosure Requirements related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003” (FSP 106-2), which provides guidance on accounting for the effects of the Medicare Prescription Drug Improvement Act of 2003 for employers that sponsor postretirement health care plans that provide prescription drug benefits. The adoption of FSP 106-2 did not have a material impact on EOG’s financial statements (see Note 6 for further information on EOG’s postretirement plan).
On October 22, 2004, the American Jobs Creation Act of 2004 (the Act) was enacted. The Act provides a deduction for income from qualified domestic production activities, which will be phased in from 2005 through 2010. The Act also provides for a two-year phase out of the existing extra-territorial income exclusion (ETI) for foreign sales that was viewed to be inconsistent with international trade protocols by the European Union. EOG expects the net effect of the phase out of the ETI and the phase in of this new deduction to result in favorable adjustments to the effective tax rate for 2005 and subsequent years. Under the guidance in FASB Staff Position No. 109-1, “Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004,” the deduction will be treated as a “special deduction” as described in FASB 109. As such, the special deduction has no effect on deferred tax assets and liabilities existing at the enactment date. Rather, the impact of this deduction will be reported in the period in which the deduction is claimed on EOG’s tax return.
The Act also creates a temporary incentive for United States corporations to repatriate accumulated income earned abroad by providing an 85% dividends received deduction for certain dividends from controlled foreign corporations. The deduction is subject to a number of limitations and, currently, uncertainty remains as to how to interpret some provisions in the Act. The Act limits the qualified dividends to the greater of $500 million or the amount of earnings permanently reinvested outside the United States, as reported in the 2002 financial statements, which was $550 million. In addition, a comprehensive analysis of foreign legal and tax ramifications must be completed before such dividends are declared. As such, EOG is not yet in a position to decide on whether, and to what extent, it might repatriate foreign earnings that have not yet been remitted to the United States. EOG expects to be in a position to complete the assessment by September 30, 2005.
In December 2002, the FASB issued SFAS No. 148 - “Accounting for Stock-Based Compensation - Transition and Disclosure - an amendment of FASB Statement No. 123.” In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment,” which supersedes SFAS No. 148. SFAS No. 123(R) establishes standards for transactions in which an entity exchanges its equity instruments for goods or services. This standard requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This eliminates the exception to account for such awards using the intrinsic method previously allowable under APB Opinion No. 25. SFAS No. 123(R) will be effective for interim or annual reporting periods beginning on or after June 15, 2005. EOG currently expects to adopt SFAS No. 123(R) effective July 1, 2005 using the modified prospective method. EOG expects that the adoption of SFAS No. 123(R) would reduce second half 2005 net earnings by a pre-tax amount of approximately $10 million, taking into consideration the estimated forfeitures and cancellations. The amount includes approximately $0.5 million for the Employee Stock Purchase Plan. SFAS No. 123(R) also requires a public entity to present its cash flows provided by tax benefits from stock options exercised in the Financing Cash Flows section of the Statement of Cash Flows. Had SFAS No. 123(R) been in effect, EOG’s Net Cash Provided by Operating Activities would have been reduced and its Net Cash Provided by Financing Activities would have been increased on its Consolidated Statements of Cash Flows by $29 million, $12 million and $5 million for 2004, 2003 and 2002, respectively (see Note 6 for further information on EOG’s stock-based compensation plans).
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