sv3asr
As filed with the Securities and
Exchange Commission on May 18, 2009
Registration
No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
EOG RESOURCES, INC.
(Exact name of registrant as
specified in its charter)
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Delaware
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47-0684736
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(State or other jurisdiction
of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1111 Bagby, Sky Lobby
2
Houston, Texas 77002
(713) 651-7000
(Address, including zip code,
and telephone number, including area code, of registrants
principal executive offices)
Frederick J.
Plaeger, II
Senior Vice President and
General Counsel
EOG Resources, Inc.
1111 Bagby, Sky Lobby
2
Houston, Texas 77002
Telephone:
(713) 651-7000
Facsimile:
(713) 651-6987
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copy to:
Arthur H. Rogers
Fulbright & Jaworski
L.L.P.
1301 McKinney, Suite
5100
Houston, Texas 77010
Telephone: (713)
651-5421
Facsimile: (713)
651-5246
Approximate Date of Commencement of Proposed Sale to the
Public: From time to time after this registration
statement becomes effective, subject to market conditions and
other factors.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following
box. þ
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2 of the
Exchange Act. (Check one):
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Large
accelerated
filer þ
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller reporting
company o
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(Do not check if a smaller
reporting company)
CALCULATION OF REGISTRATION
FEE
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Proposed Maximum
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Amount of
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Title of Each Class of
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Amount to be
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Proposed Maximum
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Aggregate
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Registration
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Securities to be Registered
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Registered(1)(2)
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Offering Price per
Unit(1)(2)(3)
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Offering
Price(1)(3)
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Fee(4)
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Debt securities
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Preferred stock, $.01 par value per share
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Common stock, $.01 par value per
share(5)
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Total
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$900,000,000
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100%
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$900,000,000
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$50,220
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(1)
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Not specified as to each class of
securities to be registered pursuant to General Instruction II.E
to Form S-3. This registration statement covers an
indeterminate amount of debt securities and an indeterminate
number of shares of preferred stock and common stock that the
registrant may issue, and an indeterminate number of shares of
common stock that the selling stockholders may sell, from time
to time at indeterminate prices with an aggregate initial
offering price not to exceed $900,000,000. The maximum offering
price per unit will be determined by the registrant or the
selling stockholders, as the case may be, in connection with the
issuance or sale by the registrant or selling stockholders of
the securities registered herein.
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(2)
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Also includes an indeterminate
number of shares of common stock or preferred stock as may be
issued upon conversion, exchange or settlement, as the case may
be, for any debt securities or preferred stock that provide for
conversion, exchange or settlement, as the case may be, into
preferred stock or common stock registered hereby. Separate
consideration may or may not be received for any securities that
are issued upon conversion of or in exchange or settlement for
those securities.
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(3)
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Estimated solely for purposes of
calculating the registration fee. Includes shares of common
stock that may be sold by selling stockholders. The aggregate
public offering price of all of the securities registered hereby
will not exceed $900,000,000.
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(4)
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Calculated pursuant to
Rule 457(o) under the Securities Act of 1933, as amended.
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(5)
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Each share of common stock has one
attached right to purchase the registrants Series E
Junior Participating Preferred Stock under the Rights Agreement,
dated as of February 14, 2000, between EOG Resources, Inc.
and EquiServe Trust Company, N.A. (as successor to First Chicago
Trust Company of New York), as Rights Agent, as amended by the
Amendment to Rights Agreement, dated as of December 13,
2001, Amendment No. 2 to Rights Agreement, dated as of
December 20, 2001, Amendment No. 3 to Rights Agreement,
dated as of April 11, 2002, Amendment No. 4 to Rights
Agreement, dated as of December 10, 2002, Amendment
No. 5 to Rights Agreement, dated as of February 24,
2005, and Amendment No. 6 to Rights Agreement, dated as of
June 15, 2005.
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PROSPECTUS
EOG Resources,
Inc.
$900,000,000
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
We may offer from
time to time
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our unsecured debt securities consisting of notes, debentures or
other evidences of indebtedness, which may be convertible into
our common stock;
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shares of our preferred stock, which also may be convertible
into our common stock; and/or
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shares of our common stock.
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The aggregate initial offering price of the debt securities,
preferred stock and common stock to be offered by us will not
exceed $900,000,000. We may offer these securities in amounts,
at prices and on terms to be determined based on market
conditions at the time of sale and set forth in a prospectus
supplement.
We may offer the preferred stock and debt securities as separate
series. The terms of each series of debt securities, including,
where applicable, the specific designation, aggregate principal
amount, authorized denominations, maturity, rate or rates and
time or times of payment of any interest or dividends, any terms
for optional or mandatory redemption, which may include
redemption at the option of holders on the occurrence of certain
events, any terms for conversion to common stock or payment of
additional amounts or any sinking fund provisions, and any other
specific terms in connection with the offering and sale of such
securities will be set forth in a prospectus supplement.
We may sell the debt securities, preferred stock and common
stock directly, through agents designated from time to time or
to or through underwriters or dealers. See Plan of
Distribution. If any underwriters are involved in the sale
of any debt securities, preferred stock or common stock in
respect of which this prospectus is being delivered, the names
of such underwriters and any applicable commissions or discounts
will be set forth in a prospectus supplement. The net proceeds
to us from such sale also will be set forth in a prospectus
supplement.
We may also allow selling stockholders to offer and sell common
stock under this prospectus.
Our common stock is listed on the New York Stock Exchange under
the symbol EOG. On May 15, 2009, the last
reported sale price of common stock on the New York Stock
Exchange was $68.25 per share.
You should read carefully the information included or
incorporated by reference in this prospectus and any applicable
prospectus supplement, including any information under the
heading Risk Factors, for a discussion of factors
you should consider before deciding to invest in any debt
securities, preferred stock or common stock offered by this
prospectus. See Risk Factors on page 3.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is May 18, 2009.
About this
prospectus
This prospectus is part of a registration statement that we have
filed with the United States Securities and Exchange Commission,
referred to in this prospectus as the SEC or the
Commission, using a shelf registration
process. Using this process, we may, from time to time, offer to
sell any combination of the securities described in this
prospectus in one or more offerings at an aggregate initial
offering price to be specified at the time of any such offer.
This prospectus provides you with a general description of the
securities we may offer. Each time we offer to sell securities,
we will provide a supplement to this prospectus. The prospectus
supplement will describe the specific terms of that offering,
including the specific amounts, prices and terms of the
securities offered. The prospectus supplement may also add,
update or change the information contained in this prospectus.
Please carefully read this prospectus and the applicable
prospectus supplement, in addition to the information contained
in the documents we refer you to under the heading Where
You Can Find Additional Information appearing immediately
below. If there is any inconsistency between the information in
this prospectus and any prospectus supplement, you should rely
on the information in the applicable prospectus supplement.
Where you can
find additional information
We file annual, quarterly and other reports, proxy and
information statements and other information with the SEC. You
may read and copy any document we file at the SECs public
reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330
for information regarding the public reference room and its
copying charges. You can also find our filings on the SECs
website at
http://www.sec.gov
and on our website at
http://www.eogresources.com.
Information contained on our website, except for the SEC filings
referred to below, is not a part of, and shall not be deemed to
be incorporated by reference into, this prospectus. In addition,
our reports and other information concerning us can be inspected
at the New York Stock Exchange, 20 Broad Street, New York,
New York 10005.
The SEC allows us to incorporate by reference the
information we have filed with the SEC, which means that we can
disclose important information to you by referring you to those
documents without actually including the specific information in
this prospectus. The information incorporated by reference is an
important part of this prospectus, and information that we file
later with the SEC will automatically update and may replace
this information and information previously filed with the SEC.
We incorporate by reference into this prospectus the following
documents:
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our Annual Report on
Form 10-K
for the year ended December 31, 2008, filed with the SEC on
February 25, 2009;
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our Quarterly Report on
Form 10-Q
for the quarterly period ended March 31, 2009, filed with
the SEC on May 4, 2009;
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our Current Reports on
Form 8-K
filed with the SEC on March 4, 2009 and March 18, 2009;
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the description of our common stock, par value $.01 per share,
contained in our Registration Statement on
Form 8-A
filed with the SEC on August 29, 1989; and
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the description of our preferred stock purchase rights contained
in our Registration Statement on
Form 8-A
filed with the SEC on February 18, 2000, as amended by
Amendment No. 1 on
Form 8-A/A
filed with the SEC on December 14, 2001, Amendment
No. 2 on
Form 8-A/A
filed with the SEC on February 7, 2002, Amendment
No. 3 filed as an exhibit to our Current Report on
Form 8-K
filed with the SEC on April 12, 2002, Amendment No. 4
filed as an exhibit to our Current Report on
Form 8-K
filed with the SEC on December 11, 2002, Amendment
No. 5 filed as an exhibit to our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2004, filed with the
SEC on February 25, 2005, and Amendment No. 6 filed as
an exhibit to our Current Report on
Form 8-K
filed with the SEC on June 21, 2005.
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We also incorporate by reference into this prospectus any future
filings we make with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended,
referred to in this prospectus as the Exchange Act,
until we sell all of the securities offered by this prospectus,
other than information furnished to the SEC under
Items 2.02 or 7.01, or the exhibits related thereto under
Item 9.01, of
Form 8-K,
which information is not deemed filed under the Exchange Act and
is not incorporated by reference into this prospectus.
You may request a copy of these filings at no cost by writing or
telephoning our Corporate Secretary at our principal executive
offices, which are located at 1111 Bagby, Sky Lobby 2, Houston,
Texas 77002, telephone:
(713) 651-7000.
In this prospectus, references to EOG,
we, us, our and the
Company each refers to EOG Resources, Inc. and, unless
otherwise stated, our subsidiaries.
You should rely only on the information contained or
incorporated by reference in this prospectus. We have not
authorized anyone to provide you with different information.
We are not offering to sell these securities in any
jurisdiction where the offer or sale is not permitted. You
should not assume that the information contained in this
prospectus or the documents incorporated by reference in this
prospectus is accurate as of any date other than the date on the
front of those documents. Our business, financial condition,
results of operations and prospectus may have changed since
those dates.
Oil and gas
terms
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When describing commodities
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gas
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natural gas
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produced and sold:
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oil
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crude oil
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liquids
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crude oil, condensate, and natural gas liquids
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When describing natural gas:
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Mcf
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thousand cubic feet
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MMcf
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million cubic feet
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Bcf
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billion cubic feet
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MMBtu
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million British Thermal Units
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When describing liquids:
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Bbl
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barrel
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MBbl
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thousand barrels
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MMBbl
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million barrels
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When comparing oil and other
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1 Bbl of oil
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6 Mcf of natural gas equivalent
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liquids to natural gas:
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Mcfe
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thousand cubic feet equivalent
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MMcfe
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million cubic feet equivalent
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Bcfe
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=
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billion cubic feet equivalent
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2
Business
EOG Resources, Inc., a Delaware corporation organized in 1985,
together with its subsidiaries, explores for, develops, produces
and markets natural gas and crude oil primarily in major
producing basins in the United States, Canada, Trinidad, the
United Kingdom North Sea, China and, from time to time, select
other international areas. At December 31, 2008, our total
estimated net proved reserves were 8,689 Bcfe, of which
7,339 Bcf were natural gas reserves and 225 MMBbl, or
1,350 Bcfe, were crude oil and condensate and natural gas
liquids reserves. At such date, approximately 71% of our
reserves (on a natural gas equivalent basis) were located in the
United States, 15% in Canada and 14% in Trinidad. As of
December 31, 2008, we employed approximately
2,100 persons, including foreign national employees.
Risk
factors
Investing in our securities involves risks. Before deciding to
purchase any of our securities, you should read carefully the
discussion of risks and uncertainties under the heading
Risk Factors contained in our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2008, which is
incorporated by reference in this prospectus, and under similar
headings in our subsequently filed Quarterly Reports on
Form 10-Q
and Annual Reports on
Form 10-K,
as well as the other risks and uncertainties described in any
applicable prospectus supplement and in the other documents
incorporated by reference in this prospectus. See the section
entitled Where You Can Find Additional Information
in this prospectus. The risks and uncertainties we discuss in
the documents incorporated by reference in this prospectus are
those we currently believe may materially affect our company.
Information
regarding forward-looking statements
This prospectus and the documents incorporated by reference into
this prospectus include forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as
amended, referred to in this prospectus as the Securities
Act, and Section 21E of the Exchange Act. All
statements, other than statements of historical facts,
including, among others, statements and projections regarding
our future financial position, operations, performance, business
strategy, budgets, reserve information, levels of production and
costs and statements regarding the plans and objectives of our
management for future operations, are forward-looking
statements. We typically use words such as expect,
anticipate, estimate,
project, strategy, intend,
plan, target, goal,
may, will and believe or the
negative of those terms or other variations or comparable
terminology to identify our forward-looking statements. In
particular, statements, express or implied, concerning our
future operating results and returns or our ability to replace
or increase reserves, increase production or generate income or
cash flows are forward-looking statements. Forward-looking
statements are not guarantees of performance. Although we
believe the expectations reflected in our forward-looking
statements are reasonable and are based on reasonable
assumptions, no assurance can be given that these assumptions
are accurate or that these expectations will be achieved or will
prove to have been correct. Moreover, our forward-looking
statements may be affected by known and unknown risks, events or
circumstances that may be outside our control. Important factors
that could cause our
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actual results to differ materially from the expectations
reflected in our forward-looking statements include, among
others:
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the timing and extent of changes in prices for natural gas,
crude oil and related commodities;
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changes in demand for natural gas, crude oil and related
commodities, including ammonia and methanol;
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the extent to which we are successful in our efforts to
discover, develop, market and produce reserves and to acquire
natural gas and crude oil properties;
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the extent to which we can optimize reserve recovery and
economically develop our plays utilizing horizontal and vertical
drilling and advanced completion technologies;
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the extent to which we are successful in our efforts to
economically develop our acreage in the Barnett Shale, the
Bakken Formation, our Horn River Basin and Haynesville plays and
our other exploration and development areas;
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our ability to achieve anticipated production levels from
existing and future natural gas and crude oil development
projects, given the risks and uncertainties inherent in
drilling, completing and operating natural gas and crude oil
wells and the potential for interruptions of production, whether
involuntary or intentional as a result of market or other
conditions;
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the availability, proximity and capacity of, and costs
associated with, gathering, processing, compression and
transportation facilities;
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the availability, cost, terms and timing of issuance or
execution of, and competition for, mineral licenses and leases
and governmental and other permits and rights of way;
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competition in the oil and gas exploration and production
industry for employees and other personnel, equipment, materials
and services and, related thereto, the availability and cost of
employees and other personnel, equipment, materials and services;
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our ability to obtain access to surface locations for drilling
and production facilities;
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the extent to which our third-party-operated natural gas and
crude oil properties are operated successfully and economically;
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our ability to effectively integrate acquired natural gas and
crude oil properties into our operations, fully identify
existing and potential problems with respect to such properties
and accurately estimate reserves, production and costs with
respect to such properties;
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weather, including its impact on natural gas and crude oil
demand, and weather-related delays in drilling and in the
installation and operation of gathering and production
facilities;
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the ability of our customers and other contractual
counterparties to satisfy their obligations to us and, related
thereto, to access the credit and capital markets to obtain
financing needed to satisfy their obligations to us;
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our ability to access the commercial paper market and other
credit and capital markets to obtain financing on terms we deem
acceptable, if at all;
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the accuracy of reserve estimates, which by their nature involve
the exercise of professional judgment and may therefore be
imprecise;
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the timing and extent of changes in foreign currency exchange
rates, interest rates, inflation rates, global and domestic
financial market conditions and global and domestic general
economic conditions;
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the extent and effect of any hedging activities engaged in by us;
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the timing and impact of liquefied natural gas imports;
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the use of competing energy sources and the development of
alternative energy sources;
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political developments around the world, including in the areas
in which we operate;
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changes in government policies, legislation and regulations,
including environmental regulations;
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the extent to which we incur uninsured losses and liabilities;
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acts of war and terrorism and responses to these acts; and
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the other factors described under Item 1A, Risk
Factors, on pages 13 through 19 of our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2008 and any updates
to those factors set forth in our subsequent Quarterly Reports
on
Form 10-Q.
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In light of these risks, uncertainties and assumptions, the
events anticipated by our forward-looking statements may not
occur, and you should not place any undue reliance on any of our
forward-looking statements. Our forward-looking statements speak
only as of the date made and we undertake no obligation to
update or revise our forward-looking statements, whether as a
result of new information, future events or otherwise.
5
Use of
proceeds
Unless otherwise indicated in an accompanying prospectus
supplement, we intend to apply any net proceeds that we receive
from the sale of debt securities, preferred stock or common
stock to our general funds to be used for working capital and
general corporate purposes, including in certain circumstances
to retire outstanding indebtedness.
We will not receive any proceeds from any sale of shares of our
common stock by selling stockholders.
Ratios of
earnings to fixed charges and
earnings to combined fixed charges and preferred stock
dividends
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Three months ended
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March 31,
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Year ended December 31,
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2009
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2008
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2007
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2006
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2005
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2004
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Ratio of Earnings to Fixed Charges
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7.64
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32.50
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17.64
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24.64
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22.45
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12.01
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Ratio of Earnings to Combined Fixed Charges and Preferred Stock
Dividends
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7.64
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32.32
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15.99
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20.50
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19.91
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10.06
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In calculating the ratio of earnings to fixed charges and ratio
of earnings to combined fixed charges and preferred stock
dividends, earnings represents the sum of net income, income tax
provision and fixed charges, less capitalized interest. Fixed
charges represents interest (including capitalized interest),
amortization of debt costs and the portion of rental expense
representing the interest factor. Preferred stock dividends
represents dividends in respect of our 7.195% Fixed Rate
Cumulative Perpetual Senior Preferred Stock, Series B, the
remaining outstanding shares of which were repurchased by us in
January 2008.
6
Description of
debt securities
The following description highlights the general terms and
provisions of the debt securities. When debt securities are
offered in the future, which we call the Offered Debt
Securities, the prospectus supplement will explain the
particular terms of the Offered Debt Securities and the extent
to which these general provisions may apply.
The Offered Debt Securities will be senior unsecured obligations
of EOG. The Offered Debt Securities will be issued under an
indenture between EOG and Wells Fargo Bank, NA, as trustee,
dated as of May 18, 2009. The indenture is filed as an
exhibit to the registration statement of which this prospectus
is a part. The following statements are summaries of certain of
the provisions contained in the indenture and do not purport to
be complete statements of all the terms and provisions of the
indenture. We encourage you to refer to the indenture for full
and complete statements of such terms and provisions, including
the definitions of certain terms used in this prospectus,
because those provisions and not these summaries define your
rights as a holder of the Offered Debt Securities. We have
italicized numbers in the following discussion to refer to
section numbers of the indenture so that you can more easily
locate these provisions.
When we refer to EOG, we, us
or our in this section, we mean only EOG Resources,
Inc. and not its subsidiaries.
General. The indenture does not limit the aggregate
principal amount of unsecured debentures, notes or other
evidences of indebtedness we may issue under the indenture from
time to time in one or more series. We may in the future issue
securities in addition to the Offered Debt Securities. The terms
of the Offered Debt Securities that are listed below will be
contained in the prospectus supplement relating to such Offered
Debt Securities:
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the title of the Offered Debt Securities;
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any limit on the aggregate principal amount of the Offered Debt
Securities;
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the person or entity to whom any interest on the Offered Debt
Securities is payable;
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the date or dates on which the principal of and any premium on
the Offered Debt Securities is payable;
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the rate or rates, which may be fixed or variable, or the method
by which such rate or rates shall be determined, at which the
Offered Debt Securities shall bear interest, if any, the date or
dates from which such interest shall accrue, or the method by
which such date or dates shall be determined, the interest
payment dates on which any such interest shall be payable and
the regular record date for any interest payable on any interest
payment date;
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the place or places where the principal of and any premium and
interest on Offered Debt Securities shall be payable;
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the period or periods within which, the price or prices at which
and the terms and conditions upon which Offered Debt Securities
may be redeemed, in whole or in part, at our option, if we have
that option;
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our obligation, if any, and our option, if any, to redeem,
purchase or repay Offered Debt Securities pursuant to any
sinking fund or analogous provisions or at the option of a
holder thereof and the period or periods within which, the price
or prices at which and the terms
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and conditions upon which Offered Debt Securities shall be
redeemed, purchased or repaid in whole or in part, pursuant to
such obligation or option;
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whether the Offered Debt Securities are to be issued upon
original issuance in whole or in part in the form of one or more
global securities and, if so, the identity of the depositary for
such global securities;
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any trustees, paying agents, transfer agents or registrars with
respect to Offered Debt Securities; and
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any other term of the Offered Debt Securities not inconsistent
with the provisions of the indenture. (Section 301.)
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We will maintain in each place we specify for payment of any
series of Offered Debt Securities an office or agency where
Offered Debt Securities of that series may be presented or
surrendered for payment, where Offered Debt Securities of that
series may be surrendered for registration of transfer or
exchange and where notices and demands to or on us in respect of
the Offered Debt Securities of that series and the indenture may
be served.
Unless otherwise indicated in the prospectus supplement relating
to the Offered Debt Securities, the Offered Debt Securities will
be issued only in fully registered form, without coupons, in
denominations of $2,000 or any integral multiple of $1,000.
(Section 302.) No service charge will be made for
any registration of transfer or exchange of such Offered Debt
Securities, but we may require payment of a sum sufficient to
cover any tax or other governmental charge payable in relation
thereto, other than with respect to certain exchanges not
involving any transfer. (Section 305.)
Debt securities may be issued under the indenture as original
issue discount securities to be offered and sold at a
substantial discount below their principal amount. Special U.S.
federal income tax, accounting and other considerations
applicable to any such original issue discount securities will
be described in any prospectus supplement relating to such
securities. Original issue discount securities means
any security that provides for an amount less than the principal
amount thereof to be due and payable upon a declaration of
acceleration of maturity during the existence and continuation
of an event of default. (Section 101.)
Unless otherwise indicated in a prospectus supplement, the
covenants contained in the indenture and the debt securities
would not necessarily afford holders of the debt securities
protection in the event of a highly leveraged or other
transaction involving us that may adversely affect holders
thereof.
Global Debt Securities. If any Offered Debt
Securities are issuable in global form, the applicable
prospectus supplement will describe the circumstances, if any,
under which beneficial owners of interests in any such global
debt security may exchange such interests for debt securities of
the same series and of like tenor and aggregate principal amount
in any authorized form and denomination.
(Section 305.) Principal of and any premium and
interest on a global debt security will be payable in the manner
described in the applicable prospectus supplement.
Modification of the Indenture. With certain
exceptions and under certain circumstances, the indenture
provides that, with the consent of the holders of more than 50%
in principal amount of all outstanding securities issued under
the indenture, referred to in this prospectus as the
Indenture Securities, including, where applicable,
the debt securities affected thereby, we and the trustee may
enter into a supplemental indenture for the purpose of adding
to, changing or
8
eliminating any of the provisions of the indenture or modifying
in any manner the rights of the holders of Indenture Securities.
Notwithstanding the above, the consent of the holder of each
outstanding Indenture Security affected by the modification will
be required to:
(a) change the stated maturity of the principal of, or any
installment of principal of or interest on, any Indenture
Security, or reduce the principal amount thereof or the rate of
interest thereon or any premium payable upon the redemption
thereof, or change any place of payment where, or reduce the
amount of the principal of an original issue discount security
that would be due and payable upon a declaration of acceleration
of maturity during the existence and continuation of an event of
default or the amount thereof provable in bankruptcy, or change
any place of payment where, or the coin or currency in which,
any Indenture Security or any premium or the interest thereon is
payable, or impair the right to institute suit for the
enforcement of any such payment on or after the stated maturity
thereof (or, in the case of redemption, on or after the
redemption date);
(b) reduce the percentage in principal amount of the
outstanding Indenture Securities of any series, the consent of
whose holders is required for any supplemental indenture or for
any waiver (of compliance with certain provisions of the
indenture or certain defaults thereunder and their consequences)
provided for in the indenture; or
(c) with certain exceptions, modify any of the provisions
of the section of the indenture which concern waiver of past
defaults, waiver of certain covenants or consent to supplemental
indentures, except to increase the percentage of principal
amount of Indenture Securities of any series, the holders of
which are required to effect such waiver or consent or to
provide that certain other provisions of the indenture cannot be
modified or waived without the consent of the holder of each
outstanding Indenture Security affected thereby. The indenture
provides that a supplemental indenture which changes or
eliminates any covenant or other provision of the indenture
which has expressly been included solely for the benefit of one
or more particular series of Indenture Securities, or which
modifies the rights of the holders of Indenture Securities of
such series with respect to such covenant or other provision
shall be deemed not to affect the rights under the indenture of
the holder of Indenture Securities of any other series.
(Section 902.)
Events of Default and Rights Upon Default. Under the
indenture, the term Event of Default with respect to
any series of Indenture Securities, means any one of the
following events which shall have occurred and is continuing:
(a) default in the payment of any interest upon any
Indenture Security of that series when such interest becomes due
and payable or default in the payment of any mandatory sinking
fund payment provided for by the terms of any series of
Indenture Securities, and continuance of such default for a
period of 30 days;
(b) default in the payment of the principal of (or premium,
if any, on) any Indenture Security of that series at its
maturity;
(c) default in the performance, or breach, of any of our
covenants or warranties in the indenture (other than a covenant
or warranty a default in whose performance or whose breach is
otherwise specifically dealt with in the indenture or which has
been expressly included in the indenture solely for the benefit
of one or more series of Indenture Securities other than that
series), and continuance of such default or breach for
60 days after we have been given by the trustee, or the
holders of at least 25% in principal amount of all
9
outstanding Indenture Securities have given to us and the
trustee, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a
Notice of Default under the indenture; or
(d) certain events involving us in bankruptcy, receivership
or other insolvency proceedings or an assignment for the benefit
of creditors. (Section 501.)
If an Event of Default described in clause (a) or
(b) in the foregoing paragraph has occurred and is
continuing with respect to Indenture Securities of any series,
the indenture provides that the trustee or the holders of not
less than 25% in principal amount of the outstanding Indenture
Securities of that series may declare the principal amount (or,
if the Indenture Securities are original issue discount
securities, such portion of the principal amount as may be
specified in the terms of that series) of all of the Indenture
Securities of that series to be due and payable immediately, and
upon any such declaration such principal amount shall become
immediately due and payable. If an Event of Default described in
clause (c) or (d) of the foregoing paragraph has
occurred and is continuing, the trustee or the holders of not
less that 25% in principal amount of all of the Indenture
Securities then outstanding may declare the principal amount
(or, if the Indenture Securities are original issue discount
securities, such portion of the principal amount as may be
specified in the terms of that series) of all of the Indenture
Securities to be due and payable immediately, and upon any such
declaration such principal amount shall become immediately due
and payable. (Section 502.)
A default under our other indebtedness is not necessarily an
Event of Default under the indenture, and an Event of Default
under one series of Indenture Securities will not necessarily be
an Event of Default under another series issued under the
indenture.
At any time after a declaration of acceleration with respect to
Indenture Securities of any series (or of all series, as the
case may be) has been made and before a judgment or decree for
payment of the money due has been obtained by the trustee, the
holders of a majority in principal amount of the outstanding
Indenture Securities of that series (or of all series, as the
case may be) may rescind and annul such declaration and its
consequences, if, subject to certain conditions, all Events of
Default with respect to Indenture Securities of that series (or
of all series, as the case may be), other than the non-payment
of the principal of the Indenture Securities of that series (or
of all series, as the case may be) due solely by such
declaration of acceleration, have been cured or waived and all
payments due (other than by such declaration of acceleration)
have been paid or deposited with the trustee.
(Section 502.) With certain exceptions, the holders
of not less than a majority in principal amount of the
outstanding Indenture Securities of any series, on behalf of the
holders of all the Indenture Securities of such series, may
waive any past default described in clause (a) or
(b) of the first paragraph of this heading Events of
Default and Rights Upon Default (or, in the case of a
default described in clause (c) or (d) of such
paragraph, the holders of a majority in principal amount of all
outstanding Indenture Securities may waive any such past
default), and its consequences, except a default (a) in the
payment of the principal of (or premium, if any) or interest on
any Indenture Security, or (b) in respect of a covenant or
provision of the indenture which, pursuant to the terms of the
indenture, cannot be modified or amended without the consent of
the holder of each outstanding Indenture Security of such series
affected. (Section 513.)
The holders of not less than a majority in principal amount of
the Indenture Securities of any series at the time outstanding
are empowered under the terms of the indenture to direct the
time, method and place of conducting any proceeding for any
remedy available to the trustee or exercising any trust or power
conferred on the trustee relating to or arising under any past
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default described in clause (a) or (b) of the first
paragraph of this heading Events of Default and Rights
Upon Default. Subject to certain limitations, the holders
of not less than a majority in principal amount of all
outstanding Indenture Securities are empowered under the terms
of the indenture to direct the time, method and place of
conducting any proceeding for any remedy available to the
trustee or exercising any trust or power conferred on the
trustee not relating to or arising under any past default
described in clause (a) or (b) of the first paragraph
of this heading Events of Default and Rights Upon
Default. (Section 512.)
The indenture further provides that no holder of an Indenture
Security of any series may enforce the indenture unless
(a) such holder shall have given written notice to the
trustee of a continuing Event of Default with respect to the
Indenture Securities of that series, (b) the holders of not
less than 25% in principal amount of the outstanding Indenture
Securities of that series, in the case of any Event of Default
described in clause (a) or (b) of the first paragraph
of this heading Events of Default and Rights Upon
Default (or, in the case of a default described in
clause (c) or (d) of such paragraph, the holders of a
majority in principal amount of all outstanding Indenture
Securities), shall have made written request to the trustee to
institute proceedings in respect of such Event of Default in its
own name as trustee under the indenture, (c) such holder or
holders have offered to the trustee reasonable indemnity against
the costs, expenses and liabilities to be incurred in compliance
with such request, (d) the trustee, for 60 days after
its receipt of such notice, request and offer of indemnity has
failed to institute any such proceeding and (e) no
direction inconsistent with such written request has been given
to the trustee during such
60-day
period by the relevant holders thereof. However, this provision
will not prevent a holder of any Indenture Security from
enforcing the payment of the principal of and any premium, and
interest on, such holders Indenture Security on the stated
maturity date or maturities expressed in such Indenture Security
(or, in the case of redemption, on the redemption date).
(Sections 507 and 508.)
The indenture requires that we deliver to the trustee, within
120 days after the end of each fiscal year, an
officers certificate stating whether to the best knowledge
of the signers thereof we are in default in the performance and
observance of any of the terms, provisions and conditions of the
indenture, and, if so, specifying each such default and the
nature and status thereof of which such signers may have
knowledge. (Section 1008.)
Discharge of Indenture. With certain exceptions, we
may discharge our obligations under the indenture with respect
to any series of Indenture Securities by:
(a) paying or causing to be paid the principal of (and
premium, if any) and interest on all the Indenture Securities of
such series outstanding, as and when the same shall become due
and payable;
(b) delivering to the trustee for cancellation all
outstanding Indenture Securities (other than with respect to
certain Indenture Securities which have been apparently
destroyed, lost or stolen and which have been replaced or paid
as provided pursuant to the terms of the indenture) of such
series; or
(c) entering into an agreement with the trustee in form and
substance satisfactory to us and the trustee providing for the
creation of an escrow fund and irrevocably depositing or causing
to be deposited in trust with the trustee, as escrow agent of
such fund, sufficient funds in cash
and/or
Eligible Obligations
and/or
certain U.S. government obligations, maturing as to
principal and interest in such amounts and at such times, as
will be sufficient without consideration of any reinvestment of
such interest, and as further expressed in the
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opinion of a nationally recognized firm of independent public
accountants in a written certification thereof delivered to the
trustee, to pay at the stated maturity or redemption date all
such Indenture Securities of such series not previously
delivered to the trustee for cancellation, including principal
(and premium, if any) and interest to the stated maturity or
redemption date. (Section 401.)
The indenture defines Eligible Obligations to mean
interest bearing obligations as a result of the deposit of which
the Indenture Securities are rated in the highest generic
long-term debt rating category assigned to legally defeased debt
by one or more nationally recognized rating agencies.
(Section 101.)
For U.S. federal income tax purposes, there is a substantial
risk that a legal defeasance of a series of Indenture Securities
by the deposit of cash or such Eligible Obligations or
U.S. government obligations in a trust would be
characterized by the Internal Revenue Service or a court as a
taxable exchange by the holders of the Indenture Securities of
that series for either:
(a) an issue of obligations of the defeasance trust; or
(b) a direct interest in the cash
and/or such
Eligible Obligations
and/or such
U.S. government obligations held in the defeasance trust.
If the defeasance were so characterized, then a holder of an
Indenture Security of the series defeased would be:
(a) required to recognize gain or loss (which would be
capital gain or loss if the Indenture Securities were held as a
capital asset) at the time of the defeasance as if the Indenture
Security had been sold at such time for an amount equal to the
amount of cash and the fair market value of such Eligible
Obligations
and/or such
U.S. government obligations held in the defeasance trust;
(b) required to include in income in each taxable year the
interest and any original issue discount or gain or loss
attributable to either such defeasance trust obligations or such
securities, as the case may be; and
(c) subject to the market discount provisions of the
Internal Revenue Code of 1986, as amended, as they may pertain
to such defeasance trust obligations or such securities.
As a result, a holder of an Indenture Security may be required
to pay taxes on any such gain or income even though such holder
may not have received any cash. Prospective investors are urged
to consult their own tax advisors as to the tax consequences of
an actual or legal defeasance, including the applicability and
effect of tax laws other than U.S. federal income tax law.
Concerning the Trustee. The trustee may from time to
time also act as a depository of funds for, make loans to, and
perform other services for, us in the normal course of business.
The indenture provides that if an Event of Default occurs (and
is not cured), the trustee will be required, in the exercise of
its power, to use the degree of care of a prudent person in the
conduct of such persons own affairs. Subject to such
provisions, the trustee will be under no obligation to exercise
any of its rights or powers vested in it by the indenture at the
request or direction of any holder of securities issued under
the indenture, unless such holder shall have offered to the
trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in
compliance with such request or direction.
(Section 603.) The
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trustee may resign at any time with respect to the Indenture
Securities of one or more series, or may be removed by the
holders of a majority in principal amount of the outstanding
Indenture Securities of such series or, under certain
circumstances, by us. If the trustee resigns, is removed or
becomes incapable of acting as trustee or if a vacancy occurs in
the office of the trustee for any cause, a successor trustee
shall be appointed in accordance with the provisions of the
indenture. (Section 610.)
If the trustee shall have or acquire any conflicting
interest within the meaning of the Trust Indenture
Act, the trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and the indenture.
(Section 608.) The Trust Indenture Act also
contains certain limitations on the right of the trustee, as our
creditor, to obtain payment of claims in certain cases, or to
realize on certain property received by it in respect of such
claims, as security or otherwise. (Section 613.)
Limitations on Liens. Subject to certain limitations
described below, the indenture provides that so long as any of
the securities issued under the indenture (including the debt
securities) are outstanding, we will not, and will not permit
any of our subsidiaries to, create or suffer to exist, except in
favor of us or any of our subsidiaries, any lien on any
principal property at any time owned by it, to secure any of our
or any of our subsidiaries funded debt, unless effective
provision is made whereby outstanding Indenture Securities
(including the debt securities) will be equally and ratably
secured with any and all such funded debt and with any other
indebtedness similarly entitled to be equally and ratably
secured. This restriction does not apply to prevent the creation
or existence of any (1) acquisition lien or permitted
encumbrance; or (2) lien created or assumed by us or any of
our subsidiaries in connection with the issuance of debt
securities the interest on which is excludable from gross income
of the holder of such Indenture Security pursuant to the
Internal Revenue Code of 1986, as amended, for the purpose of
financing, in whole or in part, the acquisition or construction
of property or assets to be used by us or any of our
subsidiaries. In case we or any of our subsidiaries propose to
create or permit to exist a lien on any principal property at
any time owned by it to secure any funded debt, other than
funded debt permitted to be secured under clauses (1) or
(2) above, we will give prior written notice thereof to the
trustee. We also will, or will cause our subsidiary to, prior to
or simultaneously with such creation or permission to exist, by
supplemental indenture executed to the trustee (or to the extent
legally necessary to another trustee or additional or separate
trustee), in form satisfactory to the trustee, effectively
secure all the Indenture Securities equally and ratably with
such funded debt and any other indebtedness entitled to be
equally and ratably secured.
Notwithstanding the above, we or any of our subsidiaries may
issue, assume or guarantee funded debt secured by a lien which
would otherwise be subject to the foregoing restrictions in an
aggregate amount which, together with all other funded debt of
ours or any of our subsidiaries secured by a lien which, if
originally issued, assumed or guaranteed at such time, would
otherwise be subject to the foregoing restrictions, not
including funded debt permitted to be secured under
clauses (1) or (2) above, does not at the time exceed
10% of our consolidated net tangible assets, as shown on our
audited consolidated financial statements of as of the end of
the fiscal year preceding the date of determination.
(Section 1007.)
The holders of more than 50% in principal amount of the
outstanding Indenture Securities (including the debt securities)
may waive compliance by us with the covenant contained in
Section 1007 of the indenture and certain other covenants.
(Section 1009.)
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The indenture defines the term subsidiary to mean a
corporation more than 50% of the outstanding voting stock of
which is owned, directly or indirectly, by us or by one or more
other subsidiaries, or by us and one or more other subsidiaries.
The term principal property is defined to mean any
property interest in oil and gas reserves located in the United
States or offshore the United States and owned by us or any of
our subsidiaries and which is capable of producing crude oil,
condensate, natural gas, natural gas liquids or other similar
hydrocarbon substances in paying quantities, the net book value
of which property interest or interests exceeds 2% of
consolidated net tangible assets, except any such property
interest or interests that in the opinion of our board of
directors is not of material importance to the total business
conducted by us and our subsidiaries as a whole. Without
limitation, the term principal property does not
include:
(1) accounts receivable and other obligations of any
obligor under a contract for the sale, exploration, production,
drilling, development, processing or transportation of crude
oil, condensate, natural gas, natural gas liquids or other
similar hydrocarbon substances by us or any of our subsidiaries,
and all of our and our subsidiaries related rights, and
all guarantees, insurance, letters of credit and other
agreements or arrangements of whatever character supporting or
securing payment of such receivables or obligations; or
(2) the production or any proceeds from production of crude
oil, condensate, natural gas, natural gas liquids or other
similar hydrocarbon substances. (Section 101.)
The term indebtedness, as applied to us or any of
our subsidiaries, is defined to mean bonds, debentures, notes
and other instruments representing obligations created or
assumed by any such corporation for the repayment of money
borrowed (other than unamortized debt discount or premium). All
indebtedness secured by a lien upon property owned by us or any
of our subsidiaries and upon which indebtedness any such
corporation customarily pays interest, although any such
corporation has not assumed or become liable for the payment of
such indebtedness, is for all purposes of the indenture deemed
to be indebtedness of any such corporation. All indebtedness for
money borrowed incurred by other persons which is directly
guaranteed as to payment of principal by us or any of our
subsidiaries is for all purposes of the indenture also deemed to
be indebtedness of any such corporation, but no other contingent
obligation of any such corporation in respect of indebtedness
incurred by other persons is for any purpose of the indenture
deemed indebtedness of such corporation. Indebtedness does not
include:
(1) any amount representing capitalized lease obligations;
(2) indirect guarantees or other contingent obligations in
connection with the indebtedness of others, including
agreements, contingent or otherwise, with such persons or with
third persons, with respect to, or to permit or ensure the
payment of, obligations of such other persons, including,
without limitation, agreements to purchase or repurchase
obligations of such other persons, to advance or supply funds to
or to invest in such other persons, or agreements to pay for
property, products or services of such other persons, whether or
not conferred, delivered or rendered, and any demand charge,
throughput, take-or-pay, keep-well, make-whole, cash deficiency,
maintenance of working capital or earnings or similar
agreements; and
(3) any guarantees with respect to lease or other similar
periodic payments to be made by other persons.
(Section 101.)
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The term funded debt as applied to us or any of our
subsidiaries is defined to mean all indebtedness incurred,
created, assumed or guaranteed by us or any of our subsidiaries,
or upon which such corporation customarily pays interest
charges, which matures, or is renewable by us or any of our
subsidiaries to a date, more than one year after the date as of
which funded debt is being determined. (Section 101.)
The term lien is defined to mean any mortgage,
pledge, lien, security interest or similar charge or
encumbrance. (Section 101.)
The term acquisition lien is defined to mean any:
(1) lien on any property acquired before or after the date
of the indenture, created at the time of acquisition or within
one year thereafter to secure all or a portion of the purchase
price thereof, or existing thereon at the date of acquisition,
whether or not assumed by us or any of our subsidiaries,
provided that any such lien applies only to the property so
acquired and fixed improvements thereon,
(2) lien on any property acquired before or after the date
of the indenture by any corporation that is or becomes our
subsidiary after the date of the indenture, referred to in this
prospectus as an Acquired Entity, provided that any
such lien:
(A) shall either (i) exist prior to the time the
Acquired Entity becomes our subsidiary or (ii) be created
at the time the Acquired Entity becomes our subsidiary or within
one year thereafter to secure all or a portion of the
acquisition price thereof; and
(B) shall only apply to those properties owned by the
Acquired Entity at the time it becomes our subsidiary or
thereafter acquired by it from sources other than us or any
other of our subsidiaries; and
(3) any extension, renewal or refunding, in whole or in
part, of any lien permitted by the immediately preceding
clause (1) or (2) above, if limited to the same
property or any portion thereof subject to, and securing not
more than the amount secured by, the lien extended, renewed or
refunded. (Section 101.)
The term permitted encumbrance is defined to mean
any:
(1) lien reserved in any oil, gas or other mineral lease
for rent, royalty or delay rental under such lease and for
compliance with the terms of such lease;
(2) lien for any judgments or attachments in an aggregate
amount not in excess of $10,000,000, or for any judgment or
attachment the execution or enforcement of which has been stayed
or which has been appealed and secured, if necessary, by the
filing of an appeal bond;
(3) sale or other transfer of crude oil, condensate,
natural gas, natural gas liquids or other similar hydrocarbon
substances in place, or the future production thereof, for a
period of time until, or in an amount such that, the transferee
will realize therefrom a specified amount, however determined,
of money or a specified amount of such crude oil, condensate,
natural gas, natural gas liquids or other similar hydrocarbon
substances or any sale or other transfer of any other interest
in property of the character commonly referred to as a
production payment, overriding royalty,
net profits interest, royalty or similar
burden on any oil and gas property or mineral interest owned by
us or any of our subsidiaries;
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(4) lien consisting of or reserved in any (A) grant or
conveyance in the nature of a farm-out or conditional assignment
to us or any of our subsidiaries entered into in the ordinary
course of business to secure any undertaking of ours or any of
our subsidiaries in such grant or conveyance, (B) interest
of an assignee in any proved undeveloped lease or proved
undeveloped portion of any producing property transferred to
such assignee for the purpose of the development of such lease
or property, (C) unitization or pooling agreement or
declaration, (D) contract for the sale, purchase, exchange
or processing of production, or (E) operating agreement,
area of mutual interest agreement or other agreement which is
customary in the oil and gas business and which agreement does
not materially detract from the value, or materially impair the
use of, the properties affected thereby;
(5) lien arising out of any forward contract, futures
contract, swap agreement or other commodities contract entered
into by us or any of our subsidiaries;
(6) lien on any oil and gas property of ours or any of our
subsidiaries thereof, or on production therefrom, to secure any
liability of ours or such subsidiary for all or part of the
development cost for such property under any joint operating,
drilling or similar agreement for exploration, drilling or
development of such property, or any renewal or extension of
such lien; or
(7) certain other liens as described in the indenture.
(Section 101.)
No Personal Liability of Directors, Officers or
Stockholders. Our directors, officers and stockholders
will not have any liability for our obligations under the
indenture or the debt securities. Each holder of debt
securities, by accepting a debt security, waives and releases
all such liability. The waiver and release are part of the
consideration for the issuance of the debt securities.
(Section 1301.)
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Description of
capital stock
Authorized and
Outstanding Capital Stock
Our authorized capital stock consists of:
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10,000,000 shares of preferred stock, $.01 par value,
3,000,000 of which have been designated as Series E
Junior Participating Preferred Stock, with a liquidation
preference of $1 per share or an amount equal to the payment
made on one share of common stock, whichever is greater,
issuable upon exercise of our preferred share purchase
rights; and
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640,000,000 shares of common stock, $.01 par value.
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As of April 30, 2009, there were no shares of preferred
stock and 250,304,678 shares of our common stock
outstanding. The following summary description of our common
stock is qualified in its entirety by reference to our Restated
Certificate of Incorporation, as amended. Copies of our Restated
Certificate of Incorporation and the amendments thereto and our
Bylaws are filed as exhibits to the registration statement of
which this prospectus is a part.
Common
Stock
Our common stock possesses ordinary voting rights for the
election of directors and in respect to other corporate matters,
each share being entitled to one vote. The common stock has no
cumulative voting rights, meaning that the holders of a majority
of the shares cast for the election of directors can elect all
the directors if they choose to do so. The common stock carries
no preemptive rights and is not convertible, redeemable,
assessable or entitled to the benefits of any sinking fund. The
holders of common stock are entitled to dividends in such
amounts and at such times as may be declared by our board of
directors out of legally available funds.
Upon our liquidation or dissolution, the holders of our common
stock are entitled to share ratably in all net assets available
for distribution to stockholders after payment of any corporate
debts and liquidation and any liquidation preference established
for the preferred stock. All outstanding shares of common stock
are duly authorized, validly issued, fully paid and
non-assessable.
The transfer agent and registrar of the common stock is
Computershare Trust Company, N.A., Providence, Rhode Island.
Preferred
Stock
Under our Restated Certificate of Incorporation, as amended, our
board of directors may provide for the issuance of up to
10,000,000 shares of preferred stock in one or more series.
Our board of directors already has designated
3,000,000 shares of Series E Junior Participating
Preferred Stock, with a liquidation preference of $1 per share
or an amount equal to the payment made on one share of common
stock, whichever is greater (issuable upon exercise of our
preferred share purchase rights). The rights, preferences,
privileges and restrictions, including liquidation preferences,
of the preferred stock of each additional series will be fixed
or designated by our board of directors pursuant to a
certificate of designation without any further vote or action by
our stockholders. The issuance of preferred stock could have the
effect of delaying, deferring or preventing a change in control
of EOG. Upon issuance against full
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payment of the purchase price therefor, shares of preferred
stock offered hereby will be fully paid and nonassessable.
The specific terms of a particular series of preferred stock
offered by this prospectus will be described in a prospectus
supplement relating to such series and will include the
following:
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the maximum number of shares to constitute the series and the
distinctive designation of the series;
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the annual dividend rate, if any, on shares of the series,
whether such rate is fixed or variable or both, the date or
dates from which dividends will begin to accrue or accumulate
and whether dividends will be cumulative;
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whether the shares of the series will be redeemable and, if so,
the price at and the terms and conditions on which the shares of
the series may be redeemed, including the time during which
shares of the series may be redeemed and any accumulated
dividends thereon that the holders of shares of the series shall
be entitled to receive upon the redemption thereof;
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the liquidation preference, if any, applicable to shares of the
series;
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whether the shares of the series will be subject to operation of
a retirement or sinking fund and, if so, the extent and manner
in which any such fund shall be applied to the purchase or
redemption of the shares of the series for retirement or for
other corporate purposes, and the terms and provisions relating
to the operation of such fund;
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the terms and conditions, if any, on which the shares of the
series shall be convertible into, or exchangeable for, shares of
any other class or classes of capital stock of ours or any
series of any other class or classes, or of any other series of
the same class, including the price or prices or the rate or
rates of conversion or exchange and the method, if any, of
adjustment of the same;
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the voting rights, if any, on the shares of the series; and
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any other preferences and relative, participating, optional or
other special rights or qualifications, limitations or
restrictions thereof.
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Rights
Plan
On February 14, 2000, our board of directors declared a
dividend of one preferred share purchase right, referred to in
this prospectus as a Right, for each outstanding
share of common stock, par value $.01 per share. The dividend
was paid on February 24, 2000 to the stockholders of record
on that date. The description and terms of the Rights are set
forth in a Rights Agreement, dated February 14, 2000, as
amended, referred to in this prospectus as the Rights
Agreement, between EquiServe Trust Company, N.A. (as
successor to First Chicago Trust Company of New York), referred
to in this prospectus as the Rights Agent, and us.
In accordance with the Rights Agreement, each share of common
stock issued in connection with the
two-for-one
stock split effected March 1, 2005, also had one Right
associated with it.
Our board of directors has adopted the Rights Agreement to
protect stockholders from coercive or otherwise unfair takeover
tactics. In general terms, it works by imposing a significant
penalty upon any person or group that acquires 10% or more (with
certain exceptions) of our outstanding common stock without the
approval of our board of directors. The Rights
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Agreement should not interfere with any merger or other business
combination approved by our board of directors.
For those interested in the specific terms of the Rights
Agreement, we provide the following summary description. Please
note, however, that this description is only a summary, and is
not complete, and should be read together with the entire Rights
Agreement and the amendments thereto, which have been filed with
the Commission as exhibits to this Registration Statement and
are incorporated herein by reference.
The Rights. Our board of directors authorized the
issuance of a Right with respect to each issued and outstanding
share of common stock on February 24, 2000. In addition,
rights accompany any shares of common stock we have issued
subsequent to February 24, 2000 and will in the future
issue, until the Distribution Date described below.
Exercise Price. Each Right will allow its holder to
purchase from us one two-hundredth of a share of Series E
Junior Participating Preferred Stock, referred to in this
prospectus as a Preferred Share, for $90, once the
Rights become exercisable. This portion of a Preferred Share
will give the stockholder approximately the same dividend,
voting, and liquidation rights as would one share of common
stock. Prior to exercise, the Right does not give its holder any
dividend, voting or liquidation rights.
Exercisability. The Rights will not be exercisable
until:
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10 days after a public announcement that a person or group
has become an Acquiring Person (as defined in the Rights
Agreement) by obtaining beneficial ownership of 10% or more of
our outstanding common stock, or, if earlier,
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10 business days (or a later date determined by our board of
directors before any person or group becomes an Acquiring
Person) after a person or group begins a tender or exchange
offer which, if consummated, would result in that person or
group obtaining beneficial ownership of 10% or more of our
outstanding common stock.
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Notwithstanding the above, there is an exception to the
definition of Acquiring Person to permit a qualified
institutional investor to hold 10% or more, but less than 30%,
of our common stock without being deemed an Acquiring Person if
the institutional investor meets the following requirements:
(1) the institutional investor is described in
Rule 13d-1(b)(1)
promulgated under the Exchange Act and is eligible to report
(and, if such institutional investor is the beneficial owner of
greater than 5% of our common stock, does in fact report)
beneficial ownership of common stock on Schedule 13G;
(2) the institutional investor is not required to file a
Schedule 13D (or any successor or comparable report) with
respect to its beneficial ownership of our common stock;
(3) the institutional investor does not beneficially own
15% or more of our common stock (including in such calculation
the holdings of all of the institutional investors
affiliates and associates other than those which, under
published interpretations of the SEC or its staff, are eligible
to file separate reports on Schedule 13G with respect to
their beneficial ownership of our common stock); and
(4) the institutional investor does not beneficially own
30% or more of our common stock (including in such calculation
the holdings of all of the institutional investors
affiliates and associates).
We refer to the date when the Rights become exercisable as the
Distribution Date. Until that date, the common stock
certificates will also evidence the Rights, and any transfer of
shares of common stock will constitute a transfer of Rights.
After that date, the Rights will separate from the common stock
and be evidenced by book-entry credits or by Rights certificates
that we will
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mail to all eligible holders of common stock. Any Rights held by
an Acquiring Person are void and may not be exercised.
Consequences of a
Person or Group Becoming an Acquiring Person.
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Flip In. If a person or group becomes an Acquiring
Person, all holders of Rights except the Acquiring Person may,
for each Right held and upon payment of $90 per Right (subject
to adjustment), purchase shares of our common stock with a
market value of $180, based on the market price of the common
stock on the date such person or group becomes an Acquiring
Person.
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Flip Over. If we are acquired in a merger or similar
transaction after a person or group becomes an Acquiring Person,
all holders of Rights except the Acquiring Person may, for each
Right held and upon payment of $90 per Right (subject to
adjustment), purchase shares of the acquiring corporations
stock with a market value of $180 based on the market price of
the acquiring corporations stock on the date of such
merger or similar transaction.
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Preferred Share Provisions. Each one two-hundredth
of a Preferred Share, if issued:
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will not be redeemable;
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will entitle holders to quarterly dividend payments of $0.005
per one two-hundredth of a share, or an amount equal to the
dividend made on one share of our common stock, whichever is
greater;
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will entitle holders upon liquidation either to receive $0.50
per one two-hundredth of a share or an amount equal to the
payment made on one share of our common stock, whichever is
greater;
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will have the same voting power as one share of our common
stock; and
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if shares of our common stock are exchanged via merger,
consolidation, or a similar transaction, will entitle holders to
a per one two-hundredth of a share payment equal to the payment
made on one share of our common stock.
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The value of one two-hundredth of a Preferred Share should
approximate the value of one share of our common stock.
Expiration. The Rights will expire on
February 24, 2010.
Redemption. Our board of directors may redeem the
Rights for $0.005 per Right at any time before any person or
group becomes an Acquiring Person. If our board of directors
redeems any Rights, it must redeem all of the Rights. Once the
Rights are redeemed, the only right of the holders of Rights
will be to receive the redemption price of $0.005 per Right. The
redemption price has been adjusted (from $0.010 to $0.005) for
the
two-for-one
stock split effected March 1, 2005 and will be further
adjusted if we have any future stock splits or stock dividends
of our common stock.
Exchange. After a person or group becomes an
Acquiring Person, but before an Acquiring Person beneficially
owns 50% or more of our outstanding common stock, our board of
directors may extinguish the Rights by exchanging one share of
our common stock or an equivalent security for each Right, other
than Rights held by the Acquiring Person.
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Anti-Dilution Provisions. Our board of directors may
adjust the purchase price of the Preferred Shares, the number of
Preferred Shares issuable and the number of outstanding Rights
to prevent dilution that may occur from a stock dividend, a
stock split, a reclassification of the Preferred Shares or our
common stock. No adjustments to the purchase price of less than
1% will be made.
Amendments. The terms of the Rights Agreement may be
amended by our board of directors without the consent of the
holders of the Rights. However, our board of directors may not
amend the Rights Agreement to lower the threshold at which a
person or group becomes an Acquiring Person to below 10% of our
outstanding common stock. In addition, our board of directors
may not cause a person or group to become an Acquiring Person by
lowering this threshold below the percentage interest that such
person or group already owns. After a person or group becomes an
Acquiring Person, our board of directors may not amend the
Rights Agreement in a way that adversely affects holders of the
Rights.
Limitation on
Directors Liability
Delaware corporation law authorizes corporations to limit or
eliminate the personal liability of directors to corporations
and their stockholders for monetary damages for breach of
directors fiduciary duty of care. The duty of care
requires that, when acting on behalf of the corporation,
directors must exercise an informed business judgment based on
all material information reasonably available to them. Absent
the limitations authorized by such laws, directors are
accountable to corporations and their stockholders for monetary
damages for conduct constituting gross negligence in the
exercise of their duty of care. The Delaware laws enable
corporations to limit available relief to equitable remedies
such as injunction or rescission. Our Restated Certificate of
Incorporation, as amended, limits the liabilities of our
directors to us or our stockholders, in their capacity as
directors but not in their capacity as officers, to the fullest
extent permitted by Delaware law. Specifically, our directors
will not be personally liable for monetary damages for breach of
a directors fiduciary duty as a director, except for
liability:
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for any breach of the directors duty of loyalty to us or
to our stockholders;
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for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
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for unlawful payments of dividends or unlawful stock repurchases
or redemptions as provided in Section 174 of the General
Corporation Law of the State of Delaware; or
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for any transaction from which the director derived an improper
personal benefit.
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This provision in the Restated Certificate of Incorporation, as
amended, may have the effect of reducing the likelihood of
derivative litigation against directors, and may discourage or
deter stockholders or management from bringing a lawsuit against
directors for breach of their duty of care, even though such an
action, if successful, might otherwise have benefited us and our
stockholders.
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Book-entry
issuance
Except as otherwise stated in the applicable prospectus
supplement, the debt securities and preferred stock that we
offer initially will be represented by one or more fully
registered, global certificates, collectively referred to in
this prospectus as the Global Security, which will
be deposited upon issuance with, or on behalf of, The Depository
Trust Company, referred to in this prospectus as the
DTC, in New York, New York, and registered in
the name of a nominee of DTC, in each case for credit to an
account of a direct or indirect participant in DTC as described
below. This means that, except as provided below, holders of the
debt securities and preferred stock (1) will not receive a
certificate for the debt securities and preferred stock,
(2) will not have debt securities and preferred stock
registered in their name and (3) will not be considered the
registered owners or holders of the debt securities and
preferred stock for any purpose. Accordingly, each person owning
a beneficial interest in the Global Security must rely on the
procedures of the DTC and, if such person is not one of
DTCs participating organizations, collectively referred to
in this prospectus as the Participants, on the
procedures of the Participant through which the person owns its
interest, to exercise any rights of a holder of the debt
securities and preferred stock.
Except as set forth below, the Global Security may be
transferred, in whole and not in part, only to another nominee
of DTC or to a successor of DTC or its nominee. Beneficial
interests in the Global Security may not be exchanged for
certificates representing debt securities and preferred stock
except in the limited circumstances described below.
DTC has advised us that DTC is a limited-purpose trust company
organized under the laws of the State of New York, a
banking organization within the meaning of the New
York Banking Law, a member of the Federal Reserve System, a
clearing corporation within the meaning of the New
York Uniform Commercial Code and a clearing agency
registered under the Exchange Act. DTC was created to hold
securities for its Participants and to facilitate the clearance
and settlement of transactions in those securities between
Participants through electronic book-entry changes in accounts
of its Participants, by eliminating the need for physical
movement of securities certificates. The Participants include
securities brokers and dealers, including the initial
purchasers, banks, trust companies, clearing corporations and
certain other organizations. DTC is a wholly owned subsidiary of
The Depository Trust & Clearing Corporation, which is
owned by the users of its regulated subsidiaries. Access to
DTCs book-entry system is also available to other entities
such as banks, brokers, dealers and trust companies,
collectively referred to in this prospectus as the
Indirect Participants, that clear transactions
through or maintain a direct or indirect custodial relationship
with a Participant. Persons who are not Participants may
beneficially own securities held by or on behalf of DTC only
through the Participants or the Indirect Participants. The
ownership interest and transfer of ownership interest of each
actual purchaser of each security held by or on behalf of DTC
are recorded on the records of the Participants and the Indirect
Participants.
DTC has also advised us that pursuant to procedures established
by it:
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upon deposit of the Global Security, DTC will credit the
accounts of Participants designated by the initial purchasers
with the applicable portion of the shares of preferred stock or
the principal amount of debt securities represented by the
Global Security; and
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ownership of such shares or principal amount represented by the
Global Security will be shown on, and the transfer of ownership
thereof will be effected only through, records
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maintained by DTC, with respect to the Participants, or by the
Participants and the Indirect Participants, with respect to the
other owners of beneficial interests in the Global Security.
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DTC has no knowledge of the actual beneficial owners of the debt
securities and preferred stock. Beneficial owners will not
receive written confirmation from DTC of their purchase, but
beneficial owners are expected to receive written confirmations
providing details of the transaction, as well as periodic
statements of their holdings, from the Participants and Indirect
Participants through which the beneficial owners acquired the
preferred stock or debt securities. All interests in a Global
Security are subject to the procedures and requirements of DTC.
The laws of some states require that certain persons take
physical delivery in certificated form of securities that they
own. Consequently, the ability to transfer beneficial interests
in the Global Security to such persons will be impaired to that
extent. Because DTC can act only on behalf of Participants,
which in turn act on behalf of Indirect Participants and certain
banks, the ability of a person having beneficial interests in a
Global Security to pledge such interests to persons or entities
that do not participate in the DTC system, or otherwise take
actions in respect of such interests, may be adversely affected
by the lack of a physical certificate evidencing such interests.
Payments in respect of the debt securities and preferred stock
registered in the name of DTC or its nominee will be payable by
us through the paying agent to DTC in its capacity as the
registered holder. We will treat the persons in whose names the
debt securities and preferred stock, including the Global
Security, are registered as the owners of the debt securities
and preferred stock for the purpose of receiving such payments
and for any and all other purposes whatsoever. Consequently,
neither we, nor the trustee, nor any agent of ours, nor any
underwriter of our securities has or will have any
responsibility or liability for:
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any aspect of DTCs records or any Participants or
Indirect Participants records relating to, or payments
made on account of, beneficial ownership interests in the Global
Security, or for maintaining, supervising or reviewing any of
DTCs records or any Participants or Indirect
Participants records relating to the beneficial ownership
interests in the Global Security; or
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any other matter relating to the actions and practices of DTC or
any of its Participants or Indirect Participants. DTC has
advised us that its current practice, upon receipt of any
payment in respect of securities such as the Global Security, is
to credit the accounts of the relevant Participants with payment
on the payment due dates in amounts proportionate to their
respective beneficial interests in the Global Security as shown
on DTCs records.
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Payments by the Participants and the Indirect Participants to
the beneficial owners of the debt securities and preferred stock
will be governed by standing instructions and customary
practices, as is now the case with securities held for the
accounts of customers registered in bearer form or street
name, and will be the sole responsibility of the
Participants or the Indirect Participants, subject to any
statutory or regulatory requirements as may be in effect from
time to time. Neither we, nor the trustee, nor any agent of
ours, nor any underwriter of our securities will be liable for
any delay by DTC or any of the Participants in identifying the
beneficial owners of the debt securities and preferred stock,
and each may conclusively rely on, and will be protected in
relying on, instructions from DTC or its nominee for all
purposes.
DTC has advised us that it will take any action permitted to be
taken by a holder of the debt securities and preferred stock
only at the direction of one or more Participants to whose
account with DTC interests in the Global Security are credited.
However, DTC reserves the right
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to exchange the Global Security for certificates representing
debt securities and preferred stock and to distribute those
certificates to its Participants.
Unless we specify otherwise in the applicable prospectus
supplement, each Global Security will be exchangeable for
certificated notes only if:
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DTC notifies us that it is unwilling or unable to continue as
depository or DTC ceases to be a clearing agency registered
under the Exchange Act (if so required by applicable law or
regulation) and, in either case, a successor depository is not
appointed by us within ninety (90) days after we receive
such notice or become aware of such unwillingness, inability or
ineligibility; or
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we, in our sole discretion and subject to DTCs procedures,
determine that the Global Securities shall be exchangeable for
certificated notes.
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Upon any such exchange, owners of a beneficial interest in the
Global Security or Global Securities will be entitled to
physical delivery of individual debt securities in certificated
form of like tenor and rank, equal in principal amount to such
beneficial interest, and to have such debt securities in
certificated form registered in the names of the beneficial
owners, which names shall be provided by DTCs relevant
participants (as identified by DTC) to the trustee.
Selling
stockholders
In addition to covering the offering of debt securities,
preferred stock and common stock by us, this prospectus covers
the offering for resale of common stock by selling stockholders.
The applicable prospectus supplement will set forth, with
respect to each selling stockholder,
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the name of the selling stockholder;
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the nature of any position, office or other material
relationship which the selling stockholder will have had during
the prior three years with us or any of our predecessors or
affiliates;
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the number of shares of common stock owned by the selling
stockholder prior to the offering;
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the number of shares to be offered for the selling
stockholders account; and
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the number of shares and (if one percent or more) the percentage
of common stock to be owned by the selling stockholder after
completion of the offering.
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Plan of
distribution
We may sell the debt securities, preferred stock or common stock
offered by this prospectus
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through underwriters, brokers, dealers or agents;
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to underwriters or dealers;
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directly to purchasers;
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pursuant to delayed delivery contracts or forward
contracts; or
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through a combination of any of these methods of sale.
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Any underwriters, dealers, brokers or agents may sell the debt
securities, preferred stock or common stock to institutional
purchasers in one or more transactions, including block
transactions, on the New York Stock Exchange or otherwise. Any
sales of the debt securities, preferred stock or common stock
may be made at market prices prevailing at the time of sale, at
prices related to prevailing market prices or at negotiated
prices. The prospectus supplement relating to the securities
will set forth the terms of the offering of such securities,
including the name or names of any underwriters or agents, the
purchase price of the securities and the proceeds to us from
such sale, any delayed delivery arrangements, any underwriting
discounts and commissions and other items constituting
underwriters compensation, any initial public offering
price and any discounts or concessions allowed or reallowed or
paid to dealers. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers
may be changed from time to time. If we use underwriters in the
sale of any securities, the underwriters will acquire such
securities for their own account and may resell them from time
to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying
prices determined at the time of sale. In connection with the
sale of the debt securities, preferred stock and common stock,
underwriters, brokers, dealers or agents may be deemed to have
received compensation from us in the form of underwriting
discounts or commissions and may also receive commissions from
purchasers of the debt securities, preferred stock or common
stock for whom they may act as agent or to whom they may sell as
principal.
Underwriters may sell the debt securities, preferred stock or
common stock to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or
commissions from the underwriters or commissions from the
purchasers for whom they may act as agent. The debt securities,
preferred stock or common stock may be offered to the public
either through underwriting syndicates represented by one or
more managing underwriters or directly by one or more firms
acting as underwriters. The underwriter or underwriters with
respect to a particular underwritten offering of debt
securities, preferred stock or common stock will be named in the
prospectus supplement relating to that offering and, if an
underwriting syndicate is used the name or names of the managing
underwriter or underwriters will be set forth on the cover of
such prospectus supplement. Unless otherwise set forth in the
prospectus supplement relating to such securities, the
obligations of the underwriters to purchase the debt securities,
preferred stock or common stock will be subject to certain
conditions precedent, and the underwriters will be obligated to
purchase all the securities offered if any are purchased.
During and after an offering through underwriters, the
underwriters may purchase and sell the securities in the open
market. These transactions may include over-allotment and
stabilizing transactions and purchases to cover syndicate short
positions created in connection with the offering. The
underwriters may also impose a penalty bid, whereby selling
concessions allowed to syndicate members or other broker-dealers
for the offered securities sold for their account may be
reclaimed by the syndicate if those offered securities are
repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or
otherwise affect the market price of the offered securities,
which may be higher than the price that might otherwise prevail
in the open market. If commenced, these activities may be
discontinued at any time.
If dealers are used in the sale of debt securities, preferred
stock or common stock, we will sell such securities to the
dealers as principals. The dealers may then resell such
securities to the
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public at varying prices to be determined by such dealers at the
time of resale. The names of dealers or brokers acting as
dealers and the terms of the transaction will be set forth in
the prospectus supplement relating to such securities.
We may sell the debt securities, preferred stock or common stock
through agents designated by us from time to time. Any agent
involved in the offer or sale of the securities in respect to
which this prospectus is delivered will be named, and any
commissions that we pay to such agent will be set forth, in the
prospectus supplement relating to such securities. Unless
otherwise indicated in the prospectus supplement, any such agent
will be acting on a best efforts basis for the period of its
appointment.
If so indicated in the prospectus supplement, we will authorize
agents, underwriters, brokers or dealers to solicit offers from
certain types of institutions to purchase debt securities,
preferred stock or common stock at the public offering price set
forth in the prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date
in the future. Such contracts will be subject only to those
conditions set forth in the prospectus supplement, and the
prospectus supplement will set forth the commission payable for
solicitation of such contracts.
Debt securities, preferred stock or common stock may also be
sold directly by us. In this case, no underwriters or agents
will be involved. We may use electronic media, including the
Internet, to sell these securities directly.
The debt securities and the preferred stock, when first issued,
will have no established trading market. Any underwriters or
agents to or through whom we sell debt securities or preferred
stock for public offering and sale may make a market in such
debt securities or preferred stock, but such underwriters or
agents will not be obligated to do so and may discontinue any
market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for any such
debt securities or preferred stock.
Agents, brokers, dealers and underwriters may be entitled under
agreements with us and any selling stockholders to
indemnification by us and the selling stockholders, as the case
may be, against certain civil liabilities, including liabilities
under the Securities Act or to contribution with respect to
payments which such agents, brokers, dealers or underwriters may
be required to make in that respect. Agents, brokers, dealers
and underwriters may be customers of, engage in transactions
with or perform services for us in the ordinary course of
business.
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Legal
matters
Certain legal matters in connection with the offering of debt
securities, preferred stock and common stock will be passed upon
for us by Fulbright & Jaworski L.L.P., Houston, Texas,
and will be passed upon for any agents, dealers or underwriters
by counsel named in the applicable prospectus supplement. As of
April 30, 2009, lawyers at Fulbright & Jaworski
L.L.P. working on this registration statement owned
2,600 shares of our common stock.
Experts
The consolidated financial statements and the related financial
statement schedule incorporated in this prospectus by reference
from the Companys Annual Report on
Form 10-K
and the effectiveness of EOG Resources, Inc.s internal
control over financial reporting have been audited by
Deloitte & Touche LLP, an independent registered
public accounting firm, as stated in their report (which report
(1) expresses an unqualified opinion on the consolidated
financial statements and financial statement schedule and
includes an explanatory paragraph relating to the Companys
adoption of Statement of Financial Accounting Standards
No. 123(R), Share Based Payment, on
January 1, 2006 and (2) expresses an unqualified
opinion on the effectiveness of the Companys internal
control over the financial reporting), which is incorporated
herein by reference. Such consolidated financial statements and
financial statement schedule have been so incorporated in
reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
The letter report of DeGolyer and MacNaughton, independent
petroleum consultants, included as an exhibit to our Annual
Report on
Form 10-K
for the year ended December 31, 2008 and the estimates from
the reports of that firm appearing in such Annual Report, are
incorporated herein by reference on the authority of said firm
as experts in petroleum engineering.
27
No dealer, salesperson or other person is authorized to give
any information or to represent anything not contained in this
prospectus. You must not rely on any unauthorized information or
representations. This prospectus is an offer to sell only the
securities offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information
contained in this prospectus is current only as of its date.
Table of
contents
$900,000,000
Debt
Securities
Preferred
Stock
Common Stock
EOG Resources, Inc.
Prospectus
May 18, 2009
Part II
Information not
required in prospectus
|
|
ITEM 14.
|
Other expenses
of issuance and distribution
|
The following table sets forth the expenses to be incurred by
EOG Resources, Inc., referred to herein as the
Registrant, in connection with the issuance and
distribution of the securities being registered. Except for the
Securities and Exchange Commission registration fee, all amounts
are estimates.
|
|
|
|
|
Securities and Exchange Commission Registration Fee
|
|
$
|
50,220
|
|
Legal Fees and Expenses
|
|
|
150,000
|
|
Accounting Fees and Expenses
|
|
|
110,000
|
|
Printing and Engraving Expenses
|
|
|
40,000
|
|
Trustee Fees and Expenses
|
|
|
11,000
|
|
Rating Agency Fees
|
|
|
850,000
|
|
Miscellaneous
|
|
|
15,000
|
|
|
|
|
|
|
Total
|
|
$
|
1,226,220
|
|
|
|
|
|
ITEM 15.
|
Indemnification
of directors and officers
|
Section 145 of the General Corporation Law of the State of
Delaware permits a corporation to include in its charter
documents and in agreements between the corporation and its
directors and officers provisions as to the scope of
indemnification.
The Restated Certificate of Incorporation, as amended, of the
Registrant, referred to therein as the Corporation,
contains the following provisions relating to indemnification of
directors and officers, namely:
Eighth: A.(1) A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the
directors duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.
2. The foregoing provisions of this Article shall not
eliminate or limit the liability of a director for any act or
omission occurring prior to the effective date of this Restated
Certificate of Incorporation. Any repeal or amendment of this
Article by the stockholders of the Corporation shall be
prospective only and shall not adversely affect any limitation
on the personal liability of a director of the Corporation
existing at the time of such repeal or amendment. In addition to
the circumstances in which a director of the Corporation is not
personally liable as set forth in the foregoing provisions of
this Article, a director shall not be liable to the fullest
extent permitted by any amendment to the Delaware General
Corporation Laws enacted that further limits the liability of a
director.
II-1
B.(1) Each person who was or is made a party or is threatened to
be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative (hereinafter a proceeding), by reason
of the fact that he or she, or a person of whom he or she is the
legal representative, is or was a director or officer, of the
Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in
an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide
broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys fees,
judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith, and such
indemnification shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators;
provided, however, that, except as provided in paragraph
(2) hereof, the Corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or
part thereof) was authorized by the Board of Directors of the
Corporation. The right to indemnification conferred in this
Section shall be a contract right and shall include the right to
be paid by the Corporation the expenses incurred in defending
any such proceeding in advance of its final disposition;
provided, however, that, if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or
officer in his or her capacity as a director or officer (and not
in any other capacity in which service was or is rendered by
such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of
the final disposition of the proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf
of such director or officer, to repay all amounts so advanced if
it shall ultimately be determined that such director or officer
is not entitled to be indemnified under this Article or
otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of
the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.
(2) If a claim under paragraph B(1) of this Article is
not paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the claimant
may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is
required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it
permissible under the Delaware General Corporation Law for the
Corporation to indemnify the claimant for the amount claimed,
but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including
its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the
commencement of such action that indemnification of
II-2
the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by
the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the claimant has not
met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met
the applicable standard of conduct.
3. The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final
disposition conferred in this Article shall not be exclusive of
any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of
Incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.
4. The Corporation may maintain insurance at its expense,
to protect itself and any director, officer, employee or agent
of the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability
or loss under the Delaware General Corporation law.
5. If this article or any portion hereof shall be
invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify
and hold harmless each director, officer, employee and agent of
the Corporation, and may nevertheless indemnify and hold
harmless each employee and agent of the Corporation, as to
costs, charges and expenses (including attorneys fees),
judgments, fines, and amounts paid in settlement with respect to
any action, suit or proceeding, whether civil, criminal,
administrative or investigative to the full extent permitted by
any applicable portion of this Article that shall not have been
invalidated and to the full extent permitted by applicable law.
6. For purposes of this Article, reference to the
Corporation shall include, in addition to the
Corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger prior to (or, in the case of an entity specifically
designated in a resolution of the Board of Directors, after) the
adoption hereof and which, if its separate existence had
continued, would have had the power and authority to indemnify
its directors, officers and employees or agents, so that any
person who is or was a director, officer, employee or agent of
such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article with respect to
the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate
existence had continued.
The Registrant has purchased liability insurance policies
covering the directors and officers of the Registrant to provide
protection, subject to policy terms and conditions, in instances
when the Registrant cannot legally indemnify a director or
officer and where a claim arises under the Employee Retirement
Income Security Act of 1974 against a director or officer based
on an alleged breach of fiduciary duty or other wrongful act.
The Form of Underwriting Agreement, to be subsequently filed by
an amendment to this registration statement or on a
Form 8-K
and incorporated by reference herein, under certain
II-3
circumstances provides for indemnification by the underwriters
of the directors, officers and controlling persons of the
Registrant.
|
|
|
|
|
|
|
|
Exhibit
|
|
|
|
|
number
|
|
|
|
Description
|
|
|
|
*1
|
.1
|
|
|
|
Form of Underwriting Agreement.
|
|
3
|
.1(a)
|
|
|
|
Restated Certificate of Incorporation, dated September 3,
1987 (incorporated by reference to Exhibit 3.1(a) to the
Registrants Annual Report on
Form 10-K
for the year ended December 31, 2008).
|
|
3
|
.1(b)
|
|
|
|
Certificate of Amendment of Restated Certificate of
Incorporation, dated May 5, 1993 (incorporated by reference
to Exhibit 4.1(b) to the Registrants Registration
Statement on
Form S-8,
File
No. 33-52201,
filed February 8, 1994).
|
|
3
|
.1(c)
|
|
|
|
Certificate of Amendment of Restated Certificate of
Incorporation, dated June 14, 1994 (incorporated by
reference to Exhibit 4.1(c) to the Registrants
Registration Statement on
Form S-8,
File
No. 33-58103,
filed March 15, 1995).
|
|
3
|
.1(d)
|
|
|
|
Certificate of Amendment of Restated Certificate of
Incorporation, dated June 11, 1996 (incorporated by
reference to Exhibit 3(d) to the Registrants
Registration Statement on
Form S-3,
File
No. 333-09919,
filed August 9, 1996).
|
|
3
|
.1(e)
|
|
|
|
Certificate of Amendment of Restated Certificate of
Incorporation, dated May 7, 1997 (incorporated by reference
to Exhibit 3(e) to the Registrants Registration
Statement on
Form S-3,
File
No. 333-44785,
filed January 23, 1998).
|
|
3
|
.1(f)
|
|
|
|
Certificate of Ownership and Merger Merging EOG Resources, Inc.
into Enron Oil & Gas Company, dated August 26,
1999 (incorporated by reference to Exhibit 3.1(f) to the
Registrants Annual Report on
Form 10-K
for the year ended December 31, 1999) (File
No. 001-09743).
|
|
3
|
.1(g)
|
|
|
|
Certificate of Designations of Series E Junior
Participating Preferred Stock, dated February 14, 2000
(incorporated by reference to Exhibit 2 to the
Registrants Registration Statement on
Form 8-A,
filed February 18, 2000).
|
|
3
|
.1(h)
|
|
|
|
Certificate of Elimination of the Fixed Rate Cumulative
Perpetual Senior Preferred Stock, Series A, dated
September 13, 2000 (incorporated by reference to
Exhibit 3.1(j) to the Registrants Registration
Statement on
Form S-3,
File
No. 333-46858,
filed September 28, 2000).
|
|
3
|
.1(i)
|
|
|
|
Certificate of Elimination of the Flexible Money Market
Cumulative Preferred Stock, Series C, dated
September 13, 2000 (incorporated by reference to
Exhibit 3.1(k) to the Registrants Registration
Statement on
Form S-3,
File
No. 333-46858,
filed September 28, 2000).
|
|
3
|
.1(j)
|
|
|
|
Certificate of Elimination of the Flexible Money Market
Cumulative Preferred Stock, Series D, dated
February 24, 2005 (incorporated by reference to
Exhibit 3.1(k) to the Registrants Annual Report on
Form 10-K
for the year ended December 31, 2004) (File
No. 001-09743).
|
|
3
|
.1(k)
|
|
|
|
Amended Certificate of Designations of Series E Junior
Participating Preferred Stock, dated March 7, 2005
(incorporated by reference to Exhibit 3.1(m) to the
Registrants Annual Report on
Form 10-K
for the year ended December 31, 2007).
|
II-4
|
|
|
|
|
|
|
|
Exhibit
|
|
|
|
|
number
|
|
|
|
Description
|
|
|
|
3
|
.1(l)
|
|
|
|
Certificate of Amendment of Restated Certificate of
Incorporation, dated May 3, 2005 (incorporated by reference
to Exhibit 3.1(l) to the Registrants Quarterly Report
on
Form 10-Q
for the quarter ended June 30, 2005).
|
|
3
|
.1(m)
|
|
|
|
Certificate of Elimination of Fixed Rate Cumulative Perpetual
Senior Preferred Stock, Series B, dated March 6, 2008
(incorporated by reference to Exhibit 3.1 to the
Registrants Current Report on
Form 8-K,
filed March 6, 2008).
|
|
3
|
.2
|
|
|
|
Bylaws, dated August 23, 1989, as amended and restated
effective as of February 26, 2009 (incorporated by
reference to Exhibit 3.2(a) to the Registrants
Current Report on
Form 8-K,
filed March 4, 2009).
|
|
4
|
.1
|
|
|
|
Specimen of Certificate evidencing the Registrants Common
Stock (incorporated by reference to Exhibit 3.3 to the
Registrants Annual Report on
Form 10-K
for the year ended December 31, 1999) (File
No. 001-09743).
|
|
4
|
.2(a)
|
|
|
|
Rights Agreement, dated as of February 14, 2000, between
EOG and First Chicago Trust Company of New York, as rights
agent (incorporated by reference to Exhibit 1 to the
Registrants Registration Statement on
Form 8-A,
filed February 18, 2000).
|
|
4
|
.2(b)
|
|
|
|
Form of Right Certificate (incorporated by reference to
Exhibit 3 to the Registrants Registration Statement
on
Form 8-A,
filed February 18, 2000).
|
|
4
|
.2(c)
|
|
|
|
Amendment to Rights Agreement, dated as of December 13,
2001, between EOG and First Chicago Trust Company of New
York, as rights agent (incorporated by reference to
Exhibit 2 to Amendment No. 1 to the Registrants
Registration Statement on
Form 8-A/A,
filed December 14, 2001).
|
|
4
|
.2(d)
|
|
|
|
Letter, dated December 13, 2001, from First Chicago
Trust Company of New York to EOG, resigning as rights
agent, effective January 12, 2002 (incorporated by
reference to Exhibit 3 to Amendment No. 2 to the
Registrants Registration Statement on
Form 8-A/A,
filed February 7, 2002).
|
|
4
|
.2(e)
|
|
|
|
Amendment No. 2 to Rights Agreement, dated as of
December 20, 2001, between EOG and First Chicago
Trust Company of New York, as rights agent (incorporated by
reference to Exhibit 4 to Amendment No. 2 to the
Registrants Registration Statement on
Form 8-A/A,
filed February 7, 2002).
|
|
4
|
.2(f)
|
|
|
|
Letter, dated December 20, 2001, from EOG to EquiServe
Trust Company, N.A., appointing EquiServe
Trust Company, N.A. as successor rights agent, effective
January 12, 2002 (incorporated by reference to
Exhibit 5 to Amendment No. 2 to the Registrants
Registration Statement on
Form 8-A/A,
filed February 7, 2002).
|
|
4
|
.2(g)
|
|
|
|
Amendment No. 3 to Rights Agreement, dated as of
April 11, 2002, between EOG and EquiServe
Trust Company, N.A., as rights agent (incorporated by
reference to Exhibit 4.1 to the Registrants Current
Report on
Form 8-K,
filed April 12, 2002) (File
No. 001-09743).
|
|
4
|
.2(h)
|
|
|
|
Amendment No. 4 to Rights Agreement, dated as of
December 10, 2002, between EOG and EquiServe
Trust Company, N.A., as rights agent (incorporated by
reference to Exhibit 4.1 to the Registrants Current
Report on
Form 8-K,
filed December 11, 2002) (File
No. 001-09743).
|
II-5
|
|
|
|
|
|
|
|
Exhibit
|
|
|
|
|
number
|
|
|
|
Description
|
|
|
|
4
|
.2(i)
|
|
|
|
Amendment No. 5 to Rights Agreement, dated as of
February 24, 2005, between EOG and EquiServe
Trust Company, N.A., as rights agent (incorporated by
reference to Exhibit 4.12 to the Registrants Annual
Report on
Form 10-K
for the year ended December 31, 2004) (File
No. 001-09743).
|
|
4
|
.2(j)
|
|
|
|
Amendment No. 6 to Rights Agreement, dated as of
June 15, 2005, between EOG and EquiServe
Trust Company, N.A., as rights agent (incorporated by
reference to Exhibit 4.1 to the Registrants Current
Report on
Form 8-K,
filed June 21, 2005).
|
|
4
|
.2(k)
|
|
|
|
Rights Agreement Certificate, dated February 11, 2008
(incorporated by reference to Exhibit 4.20 to the
Registrants Annual Report on
Form 10-K
for the year ended December 31, 2007).
|
|
4
|
.3
|
|
|
|
Indenture, dated as of September 1, 1991, between Enron
Oil & Gas Company (predecessor to EOG) and The Bank of
New York Mellon Trust Company, N.A. (as successor in
interest to JPMorgan Chase Bank, N.A. (formerly, Texas Commerce
Bank National Association)), as trustee (incorporated by
reference to Exhibit 4(a) to the Registrants
Registration Statement on
Form S-3,
File
No. 33-42640,
filed September 6, 1991).
|
|
4
|
.4(a)
|
|
|
|
Officers Certificate Establishing 6.125% Senior Notes
due 2013 and 6.875% Senior Notes due 2018, dated
September 30, 2008 (incorporated by reference to
Exhibit 4.2 to the Registrants Current Report on
Form 8-K,
filed September 30, 2008).
|
|
4
|
.4(b)
|
|
|
|
Form of Global Note with respect to the 6.125% Senior Notes
due 2013 of EOG (incorporated by reference to Exhibit 4.3
to the Registrants Current Report on
Form 8-K,
filed September 30, 2008).
|
|
4
|
.4(c)
|
|
|
|
Form of Global Note with respect to the 6.875% Senior Notes
due 2018 of EOG (incorporated by reference to Exhibit 4.4
to the Registrants Current Report on
Form 8-K,
filed September 30, 2008).
|
|
4
|
.5(a)
|
|
|
|
Officers Certificate Establishing 5.875% Senior Notes
due 2017 of EOG, dated September 10, 2007 (incorporated by
reference to Exhibit 4.2 to the Registrants Current
Report on
Form 8-K,
filed September 10, 2007).
|
|
4
|
.5(b)
|
|
|
|
Form of Global Note with respect to the 5.875% Senior Notes
due 2017 of EOG (incorporated by reference to Exhibit 4.3
to the Registrants Current Report on
Form 8-K,
filed September 10, 2007).
|
|
**4
|
.6(a)
|
|
|
|
Certificate, dated April 3, 1998, of the Senior Vice
President and Chief Financial Officer of Enron Oil &
Gas Company (predecessor to EOG) establishing the terms of the
6.65% Notes due April 1, 2028.
|
|
**4
|
.6(b)
|
|
|
|
Global Note with respect to the 6.65% Notes due
April 1, 2028 of Enron Oil & Gas Company
(predecessor to EOG).
|
|
**4
|
.7(a)
|
|
|
|
Indenture, dated as of November 15, 2001, between EOG
Company of Canada, as Issuer, and Citibank, N.A., as trustee,
with respect to the 7.00% Senior Notes due 2011 of EOG
Company of Canada.
|
II-6
|
|
|
|
|
|
|
|
Exhibit
|
|
|
|
|
number
|
|
|
|
Description
|
|
|
|
**4
|
.7(b)
|
|
|
|
First Supplemental Indenture, dated as of April 2, 2002, to
the Indenture, dated as of November 15, 2001, between EOG
Company of Canada, as Issuer, and Citibank, N.A., as trustee,
with respect to the 7.00% Senior Notes due 2011 of EOG
Company of Canada.
|
|
**4
|
.8
|
|
|
|
Indenture, dated as of March 1, 2004, between EOG Resources
Canada Inc., as Issuer, and The Bank of New York
Trust Company, N.A., as trustee, with respect to the
4.75% Senior Notes due 2014 of EOG Resources Canada Inc.
|
|
***4
|
.9
|
|
|
|
Indenture, dated as of May 18, 2009, between EOG and Wells Fargo
Bank, NA, as trustee.
|
|
***5
|
.1
|
|
|
|
Opinion of Fulbright & Jaworski L.L.P.
|
|
***12
|
.1
|
|
|
|
Statement of Computation of Ratios of Earnings to Fixed Charges
and Earnings to Combined Fixed Charges and Preferred Stock
Dividends.
|
|
***23
|
.1
|
|
|
|
Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1 to this Registration Statement).
|
|
***23
|
.2
|
|
|
|
Consent of Deloitte & Touche LLP.
|
|
***23
|
.3
|
|
|
|
Consent of DeGolyer and MacNaughton.
|
|
***24
|
.1
|
|
|
|
Certain Powers of Attorney.
|
|
***25
|
.1
|
|
|
|
Form T-1
Statement of Eligibility under the Trust Indenture Act of
Wells Fargo Bank, NA.
|
|
|
|
|
|
*
|
|
To be subsequently filed by an
amendment to this registration statement or on a
Form 8-K.
|
|
**
|
|
Not filed herewith; pursuant to
Item 601(b)(4)(iii)(A) of
Regulation S-K,
the Registrant hereby agrees to furnish a copy of such exhibit
to the Commission upon request.
|
|
***
|
|
Filed herewith.
|
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, as amended,
referred to herein as the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate
offering price set forth in the Calculation of
Registration Fee table in the effective registration
statement; and
II-7
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii)
and (a)(1)(iii) of this section do not apply if the registration
statement is on
Form S-3
or
Form F-3
and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with
or furnished to the Commission by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange
Act of 1934, as amended, referred to herein as the
Securities Exchange Act of 1934, that are
incorporated by reference in the registration statement, or is
contained in a form of prospectus filed pursuant to
Rule 424(b) that is part of the registration statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under
the Securities Act of 1933 to any purchaser:
(i) If the Registrant is relying on Rule 430B:
(A) Each prospectus filed by the Registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for
the purpose of providing the information required by
section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however,
that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective
date; or
(ii) If the Registrant is subject to Rule 430C, each
prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than
registration statements
II-8
relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A, shall be deemed to be part of and
included in the registration statement as of the date it is
first used after effectiveness. Provided, however, that
no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made
in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the
Registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities: The undersigned
Registrant undertakes that in a primary offering of securities
of the undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned Registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned Registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned Registrant or used
or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned Registrant or its securities provided by or on
behalf of the undersigned Registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned Registrant to the purchaser.
The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the Registrants annual report pursuant to
Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plans annual report pursuant to
Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-9
Signatures
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Houston, State of Texas, on May 18, 2009.
EOG RESOURCES, INC.
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By:
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/s/ TIMOTHY
K. DRIGGERS
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Timothy K. Driggers
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities indicated on
May 18, 2009.
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Signature
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Title
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/s/ MARK
G. PAPA
(Mark
G. Papa)
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Chairman of the Board, Chief Executive Officer (Principal
Executive Officer) and Director
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/s/ TIMOTHY
K. DRIGGERS
(Timothy
K. Driggers)
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Vice President and Chief Financial Officer (Principal Financial
and Accounting Officer)
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*
(George
A. Alcorn)
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Director
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*
(Charles
R. Crisp)
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Director
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*
(James
C. Day)
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Director
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*
(H.
Leighton Steward)
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Director
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*
(Donald
F. Textor)
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Director
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*
(Frank
G. Wisner)
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Director
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*By: /s/ MICHAEL
P. DONALDSON
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Michael P. Donaldson
Attorney-in-Fact
for persons indicated
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S-1
Index to
exhibits
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Exhibit
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number
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Description
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*1
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.1
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Form of Underwriting Agreement.
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3
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.1(a)
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Restated Certificate of Incorporation, dated September 3,
1987 (incorporated by reference to Exhibit 3.1(a) to the
Registrants Annual Report on
Form 10-K
for the year ended December 31, 2008).
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3
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.1(b)
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Certificate of Amendment of Restated Certificate of
Incorporation, dated May 5, 1993 (incorporated by reference
to Exhibit 4.1(b) to the Registrants Registration
Statement on
Form S-8,
File
No. 33-52201,
filed February 8, 1994).
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3
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.1(c)
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Certificate of Amendment of Restated Certificate of
Incorporation, dated June 14, 1994 (incorporated by
reference to Exhibit 4.1(c) to the Registrants
Registration Statement on
Form S-8,
File
No. 33-58103,
filed March 15, 1995).
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3
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.1(d)
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Certificate of Amendment of Restated Certificate of
Incorporation, dated June 11, 1996 (incorporated by
reference to Exhibit 3(d) to the Registrants
Registration Statement on
Form S-3,
File
No. 333-09919,
filed August 9, 1996).
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3
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.1(e)
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Certificate of Amendment of Restated Certificate of
Incorporation, dated May 7, 1997 (incorporated by reference
to Exhibit 3(e) to the Registrants Registration
Statement on
Form S-3,
File
No. 333-44785,
filed January 23, 1998).
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3
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.1(f)
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Certificate of Ownership and Merger Merging EOG Resources, Inc.
into Enron Oil & Gas Company, dated August 26,
1999 (incorporated by reference to Exhibit 3.1(f) to the
Registrants Annual Report on
Form 10-K
for the year ended December 31, 1999)
(File No. 001-09743).
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3
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.1(g)
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Certificate of Designations of Series E Junior
Participating Preferred Stock, dated February 14, 2000
(incorporated by reference to Exhibit 2 to the
Registrants Registration Statement on
Form 8-A,
filed February 18, 2000).
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3
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.1(h)
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Certificate of Elimination of the Fixed Rate Cumulative
Perpetual Senior Preferred Stock, Series A, dated
September 13, 2000 (incorporated by reference to
Exhibit 3.1(j) to the Registrants Registration
Statement on
Form S-3,
File
No. 333-46858,
filed September 28, 2000).
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3
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.1(i)
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Certificate of Elimination of the Flexible Money Market
Cumulative Preferred Stock, Series C, dated
September 13, 2000 (incorporated by reference to
Exhibit 3.1(k) to the Registrants Registration
Statement on
Form S-3,
File
No. 333-46858,
filed September 28, 2000).
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3
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.1(j)
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Certificate of Elimination of the Flexible Money Market
Cumulative Preferred Stock, Series D, dated
February 24, 2005 (incorporated by reference to
Exhibit 3.1(k) to the Registrants Annual Report on
Form 10-K
for the year ended December 31, 2004)
(File No. 001-09743).
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3
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.1(k)
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Amended Certificate of Designations of Series E Junior
Participating Preferred Stock, dated March 7, 2005
(incorporated by reference to Exhibit 3.1(m) to the
Registrants Annual Report on
Form 10-K
for the year ended December 31, 2007).
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3
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.1(l)
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Certificate of Amendment of Restated Certificate of
Incorporation, dated May 3, 2005 (incorporated by reference
to Exhibit 3.1(l) to the Registrants Quarterly Report
on
Form 10-Q
for the quarter ended June 30, 2005).
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E-1
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Exhibit
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number
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Description
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3
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.1(m)
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Certificate of Elimination of Fixed Rate Cumulative Perpetual
Senior Preferred Stock, Series B, dated March 6, 2008
(incorporated by reference to Exhibit 3.1 to the
Registrants Current Report on
Form 8-K,
filed March 6, 2008).
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3
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.2
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Bylaws, dated August 23, 1989, as amended and restated
effective as of February 26, 2009 (incorporated by
reference to Exhibit 3.2(a) to the Registrants
Current Report on
Form 8-K,
filed March 4, 2009).
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4
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.1
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Specimen of Certificate evidencing the Registrants Common
Stock (incorporated by reference to Exhibit 3.3 to the
Registrants Annual Report on
Form 10-K
for the year ended December 31, 1999) (File
No. 001-09743).
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4
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.2(a)
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Rights Agreement, dated as of February 14, 2000, between
EOG and First Chicago Trust Company of New York, as rights
agent (incorporated by reference to Exhibit 1 to the
Registrants Registration Statement on
Form 8-A,
filed February 18, 2000).
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4
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.2(b)
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Form of Right Certificate (incorporated by reference to
Exhibit 3 to the Registrants Registration Statement
on
Form 8-A,
filed February 18, 2000).
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4
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.2(c)
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Amendment to Rights Agreement, dated as of December 13,
2001, between EOG and First Chicago Trust Company of New
York, as rights agent (incorporated by reference to
Exhibit 2 to Amendment No. 1 to the Registrants
Registration Statement on
Form 8-A/A,
filed December 14, 2001).
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4
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.2(d)
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Letter, dated December 13, 2001, from First Chicago
Trust Company of New York to EOG, resigning as rights
agent, effective January 12, 2002 (incorporated by
reference to Exhibit 3 to Amendment No. 2 to the
Registrants Registration Statement on
Form 8-A/A,
filed February 7, 2002).
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4
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.2(e)
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Amendment No. 2 to Rights Agreement, dated as of
December 20, 2001, between EOG and First Chicago
Trust Company of New York, as rights agent (incorporated by
reference to Exhibit 4 to Amendment No. 2 to the
Registrants Registration Statement on
Form 8-A/A,
filed February 7, 2002).
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4
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.2(f)
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Letter, dated December 20, 2001, from EOG to EquiServe
Trust Company, N.A., appointing EquiServe
Trust Company, N.A. as successor rights agent, effective
January 12, 2002 (incorporated by reference to
Exhibit 5 to Amendment No. 2 to the Registrants
Registration Statement on
Form 8-A/A,
filed February 7, 2002).
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4
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.2(g)
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Amendment No. 3 to Rights Agreement, dated as of
April 11, 2002, between EOG and EquiServe
Trust Company, N.A., as rights agent (incorporated by
reference to Exhibit 4.1 to the Registrants Current
Report on
Form 8-K,
filed April 12, 2002) (File
No. 001-09743).
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4
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.2(h)
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Amendment No. 4 to Rights Agreement, dated as of
December 10, 2002, between EOG and EquiServe
Trust Company, N.A., as rights agent (incorporated by
reference to Exhibit 4.1 to the Registrants Current
Report on
Form 8-K,
filed December 11, 2002) (File
No. 001-09743).
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4
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.2(i)
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Amendment No. 5 to Rights Agreement, dated as of
February 24, 2005, between EOG and EquiServe
Trust Company, N.A., as rights agent (incorporated by
reference to Exhibit 4.12 to the Registrants Annual
Report on
Form 10-K
for the year ended December 31, 2004) (File
No. 001-09743).
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E-2
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Exhibit
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number
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Description
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4
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.2(j)
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Amendment No. 6 to Rights Agreement, dated as of
June 15, 2005, between EOG and EquiServe
Trust Company, N.A., as rights agent (incorporated by
reference to Exhibit 4.1 to the Registrants Current
Report on
Form 8-K,
filed June 21, 2005).
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4
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.2(k)
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Rights Agreement Certificate, dated February 11, 2008
(incorporated by reference to Exhibit 4.20 to the
Registrants Annual Report on
Form 10-K
for the year ended December 31, 2007).
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4
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.3
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Indenture, dated as of September 1, 1991, between Enron
Oil & Gas Company (predecessor to EOG) and The Bank of
New York Mellon Trust Company, N.A. (as successor in
interest to JPMorgan Chase Bank, N.A. (formerly, Texas Commerce
Bank National Association)), as trustee (incorporated by
reference to Exhibit 4(a) to the Registrants
Registration Statement on
Form S-3,
File
No. 33-42640,
filed September 6, 1991).
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4
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.4(a)
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Officers Certificate Establishing 6.125% Senior Notes
due 2013 and 6.875% Senior Notes due 2018, dated
September 30, 2008 (incorporated by reference to
Exhibit 4.2 to the Registrants Current Report on
Form 8-K,
filed September 30, 2008).
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4
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.4(b)
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Form of Global Note with respect to the 6.125% Senior Notes
due 2013 of EOG (incorporated by reference to Exhibit 4.3
to the Registrants Current Report on
Form 8-K,
filed September 30, 2008).
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4
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.4(c)
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Form of Global Note with respect to the 6.875% Senior Notes
due 2018 of EOG (incorporated by reference to Exhibit 4.4
to the Registrants Current Report on
Form 8-K,
filed September 30, 2008).
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4
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.5(a)
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Officers Certificate Establishing 5.875% Senior Notes
due 2017 of EOG, dated September 10, 2007 (incorporated by
reference to Exhibit 4.2 to the Registrants Current
Report on
Form 8-K,
filed September 10, 2007).
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4
|
.5(b)
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Form of Global Note with respect to the 5.875% Senior Notes
due 2017 of EOG (incorporated by reference to Exhibit 4.3
to the Registrants Current Report on
Form 8-K,
filed September 10, 2007).
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**4
|
.6(a)
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Certificate, dated April 3, 1998, of the Senior Vice
President and Chief Financial Officer of Enron Oil &
Gas Company (predecessor to EOG) establishing the terms of the
6.65% Notes due April 1, 2028.
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**4
|
.6(b)
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Global Note with respect to the 6.65% Notes due
April 1, 2028 of Enron Oil & Gas Company
(predecessor to EOG).
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**4
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.7(a)
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Indenture, dated as of November 15, 2001, between EOG
Company of Canada, as Issuer, and Citibank, N.A., as trustee,
with respect to the 7.00% Senior Notes due 2011 of EOG
Company of Canada.
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**4
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.7(b)
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First Supplemental Indenture, dated as of April 2, 2002, to
the Indenture, dated as of November 15, 2001, between EOG
Company of Canada, as Issuer, and Citibank, N.A., as trustee,
with respect to the 7.00% Senior Notes due 2011 of EOG
Company of Canada.
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**4
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.8
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Indenture, dated as of March 1, 2004, between EOG Resources
Canada Inc., as Issuer, and The Bank of New York
Trust Company, N.A., as trustee, with respect to the
4.75% Senior Notes due 2014 of EOG Resources Canada Inc.
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E-3
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Exhibit
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number
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Description
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***4
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.9
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Indenture, dated as of May 18, 2009, between EOG and Wells
Fargo Bank, NA, as trustee.
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***5
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.1
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Opinion of Fulbright & Jaworski L.L.P.
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***12
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.1
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Statement of Computation of Ratios of Earnings to Fixed Charges
and Earnings to Combined Fixed Charges and Preferred Stock
Dividends.
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***23
|
.1
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Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1 to this Registration Statement).
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***23
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.2
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Consent of Deloitte & Touche LLP.
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***23
|
.3
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Consent of DeGolyer and MacNaughton.
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***24
|
.1
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Certain Powers of Attorney.
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***25
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.1
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Form T-1
Statement of Eligibility under the Trust Indenture Act of
Wells Fargo Bank, NA.
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*
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To be subsequently filed by an
amendment to this registration statement or on a
Form 8-K.
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**
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Not filed herewith; pursuant to
Item 601(b)(4)(iii)(A) of
Regulation S-K,
the Registrant hereby agrees to furnish a copy of such exhibit
to the Commission upon request.
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***
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Filed herewith.
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E-4