EOG Resources (EOG) 10-K risk factor changes: FY2021 vs FY2020

*Crude oil, [added: NGLs and] natural gas [removed: and NGL] prices are volatile, and a substantial and extended decline in commodity prices can have a material and adverse effect on us.*

- domestic and worldwide supplies [removed: of] [added: of, and consumer and industrial/commercial demand for,] crude oil, NGLs and natural gas;

- the availability, proximity and capacity of appropriate transportation, gathering, processing, compression, [removed: storage and] [added: storage,] refining [added: and export] facilities;

- the effect of worldwide energy conservation measures, alternative fuel requirements and climate change-related [removed: initiatives;][added: policies, initiatives and developments;]

- the nature and extent of governmental regulation, including [removed: any changes or other actions which may result from the recent elections in the United States of America (United States or U.S.) and change in administration, and including] environmental and other climate change-related regulation, regulation of derivatives transactions and hedging activities, tax laws and regulations and laws and regulations with respect to the import and export of crude oil, NGLs, and natural gas and related commodities;

- [added: natural disasters,] weather conditions and changes in weather patterns.

In [removed: the first half of 2020,] [added: fact,] the [removed: prices for] [added: substantial declines in] crude oil, NGLs and natural gas [removed: declined substantially] [added: prices that occurred in the first half of 2020] as a result of the economic downturn and overall reduction of demand prompted by the COVID-19 pandemic [removed: and] [added: (and] the oversupply of crude oil from certain foreign oil-exporting [removed: countries.][added: countries) materially and adversely affected the amount of cash flows we had available for our 2020 capital expenditures and other operating expenses, our results of operations during the first half of 2020 and the trading price of our common stock.]

The above-described factors and the volatility of commodity prices make it difficult to predict crude oil, NGLs and natural gas prices in [removed: 2021] [added: 2022] and thereafter.

As a result, there can be no assurance that the prices for crude oil, NGLs and/or natural gas will [removed: continue to] [added: sustain, or] increase from, [removed: or sustain,] their current levels, nor can there be any assurance that the prices for crude oil, NGLs and/or natural gas will not [removed: again] decline.

Our cash [removed: flows] [added: flows, financial condition] and results of operations depend to a great extent on prevailing commodity prices.

Accordingly, substantial and extended declines in commodity prices can materially and adversely affect the amount of cash flows we have available for our capital expenditures and operating [removed: expenses,] [added: expenses;] the terms on which we can access the credit and capital [removed: markets and] [added: markets;] our results of [removed: operations.][added: operations; and our financial condition, including (but not limited to) our ability to pay dividends on our common stock.]

As a result, [removed: our financial condition and results of operations and] the trading price of our common stock may be materially and adversely affected.

We make, and [removed: will] [added: expect to] continue to make, substantial capital expenditures for the acquisition, exploration, [removed: development, production] [added: development] and [removed: transportation] [added: production] of crude oil, NGLs and natural gas reserves.

We intend to finance our capital expenditures primarily through our cash flows from [removed: operations] [added: operations, cash on hand] and sales of non-core assets and, to a lesser extent and if and as necessary, commercial paper borrowings, bank borrowings, borrowings under our revolving credit facility and public and private equity and debt offerings.

[removed: *Reserve estimates depend on many interpretations and assumptions.* *Any] [added: Any] significant inaccuracies in these interpretations and assumptions could cause the reported quantities of our reserves to be materially misstated.*

A portion of our forecasted production for [removed: 2021 and] 2022 is subject to fluctuating market prices.

If we are ultimately unable to hedge additional production volumes for [removed: 2021,] 2022 and beyond, we may be materially and adversely impacted by any declines in commodity prices, which may result in lower net cash provided by operating activities.

Moreover, our customers and other contractual counterparties may be unable to satisfy their contractual obligations to us for reasons unrelated to these conditions and factors, such as [added: (i)] the unavailability of required facilities or equipment due to mechanical failure or market [removed: conditions.][added: conditions or (ii) financial, operational or strategic actions taken by the customer or counterparty that adversely impact its financial condition, results of operations and cash flows and, in turn, its ability to satisfy its contractual obligations to us.]

Furthermore, if a customer is unable to satisfy its contractual obligation to purchase crude oil, natural gas or related commodities from us, we may be unable to sell such production to another customer on terms we consider acceptable, if at all, due to the geographic location of such production; the availability, proximity and capacity of appropriate gathering, processing, compression, storage, [removed: transportation] [added: transportation, export] and refining facilities; or market or other factors and conditions.

- [added: leasehold] title problems;

- compliance with, or changes in (including the adoption of new), environmental, health and safety laws and regulations relating to air emissions, hydraulic fracturing, access to and use of water, disposal or other discharge (e.g., into injection wells) of produced water, drilling fluids and other wastes, laws and regulations imposing conditions or restrictions on drilling and completion operations and on the transportation of crude [removed: oil] [added: oil, NGLs] and natural gas, and other laws and regulations, such as tax laws and regulations;

- the availability of, costs associated with and terms of contractual arrangements for properties, including mineral licenses and leases, pipelines, crude oil hauling trucks and qualified drivers and facilities and equipment to gather, process, compress, store, transport, market and export crude oil, [added: NGLs and] natural gas and related commodities; and

Our crude oil, NGLs and natural gas operations and supporting activities and operations are subject to all of the risks associated with exploring and drilling for, and producing, gathering, processing, compressing, [removed: storing] [added: storing, transporting] and [removed: transporting,] [added: exporting] crude [removed: oil] [added: oil, NGLs] and natural gas, including the risks of:

- leaks or spills in connection with, or associated with, the gathering, processing, compression, [removed: storage and] [added: storage,] transportation [added: and export] of crude oil, NGLs and natural gas; and

For the fiscal year ended December 31, [removed: 2020, less than 1% of our] [added: 2021, EOG had no] net operating revenues related to operations of our foreign subsidiaries whose functional currency was not the U.S. dollar.

[removed: *The regulatory,] [added: *Regulatory,] legislative and policy changes [removed: pursued by the new U.S. presidential administration] may materially and adversely affect the oil and gas exploration and production industry.*

New or revised rules, regulations and policies may be issued, and new legislation may be proposed, [removed: during the current administration] that could impact the oil and gas exploration and production industry.

Such rules, regulations, policies and legislation may affect, among other things, (i) permitting for oil and gas drilling on federal lands, (ii) the leasing of federal lands for oil and gas development, (iii) the regulation of greenhouse gas (GHG) emissions and/or other climate change-related matters associated with oil and gas operations, (iv) the use of hydraulic fracturing on federal lands, (v) the calculation of royalty payments in respect of oil and gas production from federal lands [added: (including, but not limited to, an increase in applicable royalty percentages)] and (vi) U.S. federal income tax laws applicable to oil and gas exploration and production companies.

For related discussion, see the below risk factors regarding legislative and regulatory matters impacting the oil and gas exploration and production [removed: industry.][added: industry and the discussion in ITEM 1, Business - Regulation.]

Further, the regulatory environment could change in ways that we cannot predict and that might substantially increase our costs of compliance and/or adversely affect our business and operations and, in turn, materially and adversely affect our results of operations and financial [removed: condition, including any changes that may result from the recent U.S. elections and change in administration (see the risk factor above with respect to the new U.S. administration).][added: condition.]

Changes in, or additions to, these regulations, [removed: including any changes that may result from the recent U.S. elections and change in administration,] could lead to increased operating and compliance costs and, in turn, materially and adversely affect our business, results of operations and financial condition.

Any [removed: such] [added: new] requirements, restrictions, conditions or prohibition could lead to operational delays and increased operating and compliance costs and, further, could delay or effectively prevent the development of crude oil and natural gas from formations which would not be economically viable without the use of hydraulic fracturing.

The Paris Agreement went into effect on November 4, [removed: 2016.][added: 2016 and to which the United States formally rejoined in February 2021.]

It is possible that the Paris Agreement and subsequent domestic and international regulations and government policies [added: related to climate change and GHG emissions] will have adverse effects on the market for crude oil, [added: NGLs and] natural gas [removed: and other fossil fuel products] as well as adverse effects on the business and operations of companies engaged in the exploration for, and production of, crude oil, [removed: natural gas] [added: NGLs] and [removed: other fossil fuel products.][added: natural gas.]

We are unable to predict the timing, scope and effect of any currently proposed or future investigations, laws, regulations, treaties or policies regarding climate change and GHG emissions (including any laws and regulations that may be enacted in the [removed: U.S. by the new administration),] [added: U.S.),] but the direct and indirect costs of such developments (if enacted, issued or applied) could materially and adversely affect our operations, financial condition and results of operations.

In addition, the achievement of our current or future internal initiatives relating to the reduction of GHG emissions may increase our costs, including requiring us to purchase emissions credits or offsets, [added: the availability and price of which are outside of our control,] or may impact or otherwise limit our ability to execute on our business plans.

A carbon tax would generally increase the prices for crude oil, [removed: natural gas] [added: NGLs] and [removed: NGLs.][added: natural gas.]

Such price increases may, in turn, reduce demand for crude oil, [added: NGLs and] natural gas and [removed: NGLs and] materially and adversely affect our cash flows, results of operations and financial condition.

Although some of the rules necessary to implement the Dodd-Frank Act are yet to be adopted, the CFTC, the SEC and the Prudential Regulators have issued numerous rules, including a rule establishing an “end-user” exception to mandatory clearing (End-User Exception), a rule regarding margin for uncleared swaps (Margin Rule) and a [removed: proposed] rule imposing position limits (Position Limits Rule).

Finally, we believe our hedging activities [removed: would] constitute bona fide hedging under the Position Limits Rule and [removed: would] [added: are therefore] not [removed: be] subject to limitation under such [removed: rule if it is enacted.][added: rule.]

- technological advances and consumer and industrial/commercial behavior, preferences and attitudes, in each case affecting energy generation, transmission, storage and consumption;

*Developments related to climate change may have a material and adverse effect on us.*

Governmental and regulatory bodies, investors, consumers, industry and other stakeholders have been increasingly focused on climate change matters in recent years.

This focus, together with changes in consumer and industrial/commercial behavior, preferences and attitudes with respect to the generation and consumption of energy, the use of crude oil, NGLs and natural gas and the use of products manufactured with, or powered by, crude oil, NGLs and natural gas, may result in (i) the enactment of climate change-related regulations, policies and initiatives (at the government, corporate and/or investor community levels), including alternative energy requirements and energy conservation measures, (ii) technological advances with respect to the generation, transmission, storage and consumption of energy (e.g., wind, solar and hydrogen power, smart grid technology and battery technology) and (iii) increased availability of, and increased consumer and industrial/commercial demand for, non-hydrocarbon energy sources (e.g., alternative energy sources) and products manufactured with, or powered by, non-hydrocarbon sources (e.g., electric vehicles and renewable residential and commercial power supplies).

These developments may adversely affect the demand for products manufactured with, or powered by, crude oil, NGLs and natural gas and the demand for, and in turn the prices of, the crude oil, NGLs and natural gas that we sell.

See the risk factor above for a discussion of the impact of commodity prices (including fluctuations in commodity prices) on our financial condition, cash flows and results of operations.

In addition to potentially adversely affecting the demand for, and prices of, the crude oil, NGLs and natural gas that we sell, such developments may also adversely impact, among other things, the availability to us of necessary third-party services and facilities that we rely on, which may increase our operational costs and adversely affect our ability to explore for, produce, transport and process crude oil, NGLs and natural gas and successfully carry out our business strategy.

For further discussion of the potential impact of such risks on our financial condition and results of operations, see the discussion in the section below entitled "Risks Related to our Operations."

Further, climate change-related developments may result in negative perceptions of the oil and gas industry and, in turn, reputational risks associated with the exploration for, and production of, hydrocarbons.

Such negative perceptions and reputational risks may adversely affect our ability to successfully carry out our business strategy, for example, by adversely affecting the availability and cost to us of capital.

For further discussion of the potential impact of such risks on our financial condition, cash flows and results of operations, see the discussion below in this section and in the section below entitled "Risks Related to Regulatory and Legal Matters."

In addition, the enactment of climate change-related regulations, policies and initiatives (at the government, corporate and/or investor community levels) may also result in increases in our compliance costs and other operating costs and have other adverse effects (e.g., greater potential for governmental investigations or litigation).

For further discussion regarding the risks to us of climate change-related regulations, policies and initiatives, see the discussion below in the section entitled "Risks Related to Regulatory and Legal Matters."

In addition, companies in the oil and gas sector may be exposed to increasing reputational risks and, in turn, certain financial risks.

Specifically, certain financial institutions (including certain investment advisors and sovereign wealth, pension and endowment funds), in response to concerns related to climate change and the requests and other influence of environmental groups and similar stakeholders, have elected to shift some or all of their investments away from oil and gas-related sectors, and additional financial institutions and other investors may elect to do likewise in the future.

As a result, fewer financial institutions and other investors may be willing to invest in, and provide capital to, companies in the oil and gas sector.

A material reduction in capital available to the oil and gas sector could make it more difficult (e.g., due to a lack of investor interest in our equity or debt securities) and/or more costly (e.g., due to higher interest rates on our debt securities or other borrowings) to secure funding for our operations, which, in turn, could adversely affect our ability to successfully carry out our business strategy and have a material and adverse effect on our business, financial condition and operations.

*Reserve estimates depend on many interpretations and assumptions.

*Our ability to declare and pay dividends is subject to certain considerations.*

Dividends are authorized and determined by our Board of Directors (Board) in its sole discretion and depend upon a number of factors, including:

- cash available for dividends;

- our results of operations and anticipated future results of operations;

- our financial condition, especially in relation to the anticipated future capital expenditures required to conduct our operations;

- our operating expenses;

- the levels of dividends paid by comparable companies; and

- other factors our Board deems relevant.

We expect to continue to pay dividends to our stockholders; however, our Board may reduce our dividend or cease declaring dividends at any time, including if it determines that our current or forecasted future cash flows provided by our operating activities (after deducting our capital expenditures and other commitments) are not sufficient to pay our desired levels of dividends to our stockholders or to pay dividends to our stockholders at all.

Any downward revision in the amount of dividends we pay to stockholders could have an adverse effect on the trading price of our common stock.

In the future, we may not be able to maintain or obtain insurance of the type and amount we desire at reasonable rates.

As a result of market conditions, premiums, retentions and deductibles for our insurance policies will change over time and could escalate.

In addition, some forms of insurance may become unavailable or unavailable on economically acceptable terms.

*Our operations are substantially dependent upon the availability of water.

Restrictions on our ability to obtain water may have a material and adverse effect on our financial condition, results of operations and cash flows.*

Water is an essential component of our operations, both during the drilling and hydraulic fracturing processes.

Limitations or restrictions on our ability to secure sufficient amounts of water (including limitations resulting from natural causes such as drought) could materially and adversely impact our operations.

Further, severe drought conditions can result in local water districts taking steps to restrict the use of water in their jurisdiction for drilling and hydraulic fracturing in order to protect the local water supply.

If we are unable to obtain water to use in its operations from local sources, it may need to be obtained from new sources and transported to drilling sites, resulting in increased costs, which could have a material adverse effect on our financial condition, results of operations and cash flows.

From time to time, we seek to acquire crude oil and natural gas properties.

The United States has established an economy-wide target of reducing its net GHG emissions by 50-52 percent below 2005 levels by 2030 and achieving net zero GHG emissions economy-wide by no later than 2050.

Further, in November 2021, the U.S. Department of the Interior released its “Report on the Federal Oil and Gas Leasing Program”, which recommended increasing royalties associated with oil and gas resources extracted from federal lands and offshore waters to account for corresponding climate costs.

- consumer and industrial/commercial demand for crude oil, natural gas and NGLs;

In the second half of 2020, (i) the prices for NGLs and natural gas recovered to pre-pandemic levels and (ii) the prices for crude oil increased but remain significantly below pre-pandemic levels.

In fact, the substantial declines in crude oil, NGLs and natural gas prices that occurred in the first half of 2020 materially and adversely affected the amount of cash flows we had available for our 2020 capital expenditures and operating expenses, our results of operations during the first half of 2020 and the trading price of our common stock.

Such commodity price declines also resulted in aggregate impairment charges of approximately $1.8 billion in the first half of 2020 with respect to our proved oil and gas properties and related assets.

Such declines in commodity prices also resulted in our making a downward adjustment of 278 million barrels of oil equivalent to our estimated net proved reserves at December 31, 2020.

If commodity prices decline from current levels for an extended period of time, our financial condition, cash flows and results of operations will be adversely affected and we may be limited in our ability to maintain our current level of dividends on our common stock.

In addition, we may be required to incur additional impairment charges and/or make additional downward adjustments to our proved reserve estimates.

From time to time, we seek to acquire crude oil and natural gas properties - for example, our October 2016 mergers and related asset purchase transactions with Yates Petroleum Corporation and certain of its affiliated entities.

In November 2020, Joseph R.

Biden Jr. was elected President of the United States.

On January 27, 2021, President Biden issued Executive Order 14008 entitled “Tackling the Climate Crisis at Home and Abroad,” directing the Secretary of the Interior, to the extent consistent with applicable law and in consultation with other agencies and stakeholders, to (i) pause approval of new oil and natural gas leases on federal lands or in offshore waters pending completion of a comprehensive review and reconsideration of federal oil and gas permitting and leasing practices and (ii) consider whether to adjust royalties associated with oil and gas resources extracted from federal lands and offshore waters to account for corresponding climate costs.

In addition, there were proposals and positions taken by President Biden during his campaign regarding the use of hydraulic fracturing on federal lands and waters.

Further, on January 27, 2021, President Biden issued Executive Order 14008 entitled "Tackling the Climate Crisis at Home and Abroad," directing the Secretary of the Interior, to the extent consistent with applicable law and in consultation with other agencies and stakeholders, to, among other things, pause approval of new oil and natural gas leases on federal lands or in offshore waters pending completion of a comprehensive review and reconsideration of federal oil and gas permitting and leasing practices.

While the U.S. withdrew from the Paris Agreement on November 4, 2020, President Biden issued an executive order on January 20, 2021 recommitting the United States to the Paris Agreement.

Further, on January 27, 2021, President Biden issued Executive Order 14008 entitled 'Tackling the Climate Crisis at Home and Abroad,' directing the Secretary of the Interior, to the extent consistent with applicable law and in consultation with other agencies and stakeholders, to, among other things, consider whether to adjust royalties associated with oil and gas resources extracted from federal lands and offshore waters to account for corresponding climate costs.

Further, increasing attention to global climate change risks has created the potential for a greater likelihood of governmental investigations and private and public litigation, which could increase our costs or otherwise adversely affect our business.

In fact, the substantial declines in crude oil, natural gas and NGL prices that occurred in the first half of 2020 as a result of the economic downturn and overall reduction of demand prompted by the COVID-19 pandemic (and the oversupply of crude oil from certain foreign oil-exporting countries) materially and adversely affected the amount of cash flows we had available for our 2020 capital expenditures and other operating expenses, our results of operations during the first half of 2020 and the trading price of our common stock.

There are still too many variables and uncertainties regarding the COVID-19 pandemic, including the duration and severity of the outbreak and the extent of travel restrictions and business closures imposed in affected countries, to fully assess the potential impact on our business, financial condition and results of operations.

EOG Resources, Inc., together with its subsidiaries (collectively, EOG), is one of the largest independent (non-integrated) crude oil and natural gas companies in the United States with proved reserves in the United [removed: States, Trinidad] [added: States] and [removed: China.][added: Trinidad.]

EOG realized [removed: a] net [removed: loss] [added: income] of [removed: $605] [added: $4,664] million during [removed: 2020] [added: 2021] as compared to [added: a] net [removed: income] [added: loss] of [removed: $2,735] [added: $605] million for [removed: 2019.][added: 2020.]

At December 31, [removed: 2020,] [added: 2021,] EOG's total estimated net proved reserves were [removed: 3,220] [added: 3,747] million barrels of oil equivalent (MMBoe), [removed: a decrease] [added: an increase] of [removed: 109] [added: 527] MMBoe from December 31, [removed: 2019.][added: 2020.]

During [removed: 2020,] [added: 2021,] net proved crude oil and condensate and natural gas liquids (NGLs) reserves [removed: decreased] [added: increased] by [removed: 108] [added: 50] million barrels (MMBbl), and net proved natural gas reserves [removed: decreased] [added: increased] by [removed: 9] [added: 2,862] billion cubic feet or [removed: 1] [added: 477] MMBoe, in each case from December 31, [removed: 2019.][added: 2020.]

*Commodity Prices.* [removed: The] [added: In 2020, the] COVID-19 pandemic and the measures [removed: being] taken to address and limit the spread of the virus [removed: have] adversely affected the economies and financial markets of the world, resulting in an economic downturn [added: beginning in early 2020] that [removed: has] negatively [removed: impacted, and may continue to negatively impact,] [added: impacted] global demand and prices for crude oil and condensate, NGLs and natural gas.

As a result of the many uncertainties associated with (i) the world economic [added: and political] environment, (ii) the COVID-19 pandemic and its continuing effect on the economies and financial markets of the world and (iii) any future actions by the members of OPEC+, and the effect of these uncertainties on worldwide supplies of, and demand for, crude oil and condensate, NGLs and natural gas, EOG is unable to predict what changes may occur in crude oil and condensate, NGLs and natural gas prices in the future.

EOG will continue to monitor and assess any [removed: actions] [added: climate change-related developments] that could impact [added: EOG and] the oil and gas industry, to determine the impact on its business and operations, and take appropriate actions where necessary.

Several important developments have occurred since January 1, [removed: 2020.][added: 2021.]

EOG has placed an emphasis on applying its horizontal drilling and completion expertise to unconventional crude oil [removed: and] [added: and, to a lesser extent,] liquids-rich [removed: reservoirs.][added: natural gas plays.]

During [removed: 2020,] [added: 2021,] EOG continued to focus on increasing drilling, completion and operating efficiencies gained in prior years.

Such [removed: efficiencies, combined with new innovation and decreased service costs,] [added: efficiencies] resulted in lower operating, drilling and completion costs in [removed: 2020.][added: 2021.]

On a volumetric basis, as calculated using a ratio of 1.0 barrel of crude oil and condensate or NGLs to 6.0 thousand cubic feet of natural gas, crude oil and condensate and NGLs production accounted for approximately [removed: 76%] [added: 75%] and [removed: 77%] [added: 76%] of United States production during [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

During [removed: 2020,] [added: 2021,] drilling and completion activities occurred primarily in the Delaware Basin play, Eagle Ford [added: oil] play and Rocky Mountain area.

EOG's major producing areas in the United States are in [removed: New Mexico] [added: Texas] and [removed: Texas.][added: New Mexico.]

See ITEM 1, Business - Exploration and Production for further [removed: discussion.][added: discussion regarding EOG's 2021 United States operations.]

*Trinidad.* In [removed: Trinidad,] [added: the Republic of Trinidad and Tobago (Trinidad),] EOG continues to deliver natural gas under existing supply contracts.

Several fields in the South East Coast Consortium Block, Modified U(a) Block, Block 4(a), Modified U(b) Block, the Banyan Field and the Sercan Area have been developed and are producing natural gas, which is sold to the National Gas Company of Trinidad and Tobago Limited and its subsidiary, and crude oil and condensate which is sold to Heritage Petroleum Company [removed: Limited.][added: Limited (Heritage).]

EOG's debt-to-total capitalization ratio was [removed: 22%] [added: 19%] at December 31, [removed: 2020] [added: 2021] and [removed: 19%] [added: 22%] at December 31, [removed: 2019.][added: 2020.]

On [removed: April] [added: February] 1, [removed: 2020,] [added: 2021,] EOG repaid upon maturity the [removed: $500] [added: $750] million aggregate principal amount of its [removed: 2.45%] [added: 4.100%] Senior Notes due [removed: 2020.][added: 2021 (2021 Notes).]

During [removed: 2020,] [added: 2021,] EOG funded [removed: $4.0] [added: $4.1] billion [removed: ($386] [added: ($124] million of which was non-cash) in exploration and development and other property, plant and equipment expenditures (excluding asset retirement obligations), [removed: repaid $1.0 billion aggregate principal amount of long-term debt and] paid [removed: $821] [added: $2,684] million in dividends to common [removed: stockholders,] [added: stockholders and repaid the 2021 Notes,] primarily by utilizing net cash provided from its operating [removed: activities, net proceeds of $1.48 billion from the issuance of the Notes] [added: activities] and net proceeds of [removed: $192] [added: $231] million from the sale of assets.

Total anticipated [removed: 2021] [added: 2022] capital expenditures are estimated to range from approximately [removed: $3.7] [added: $4.3] billion to [removed: $4.1] [added: $4.7] billion, excluding acquisitions and non-cash transactions.

The majority of [removed: 2021] [added: 2022] expenditures will be focused on United States crude oil drilling activities.

The following review of operations for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] should be read in conjunction with the consolidated financial statements of EOG and notes thereto beginning on page F-1.

Total wellhead revenues, which are revenues generated from sales of EOG's production of crude oil and condensate, NGLs and natural gas, [removed: decreased $4,291,] [added: increased $8,090 million,] or [removed: 37%,] [added: 111%,] to [removed: $7,290] [added: $15,381] million in [removed: 2020] [added: 2021] from [removed: $11,581] [added: $7,291] million in [removed: 2019.][added: 2020.]

Revenues from the sales of crude oil and condensate and NGLs in [removed: 2020] [added: 2021] were approximately [removed: 89%] [added: 84%] of total wellhead revenues compared to [removed: 90%] [added: 89%] in [removed: 2019.][added: 2020.]

During [removed: 2020,] [added: 2021,] EOG recognized net [removed: gains] [added: losses] on the mark-to-market of financial commodity derivative contracts of [removed: $1,145] [added: $1,152] million compared to net gains of [removed: $180] [added: $1,145] million in [removed: 2019.][added: 2020.]

Gathering, processing and marketing revenues [removed: decreased $2,777] [added: increased $1,705] million during [removed: 2020,] [added: 2021,] to [removed: $2,583] [added: $4,288] million from [removed: $5,360] [added: $2,583] million in [removed: 2019.][added: 2020.]

Wellhead volume and price statistics for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] were as follows:

| Year Ended December 31 | | | | | | [removed: 2020 | | |] [added: 2021] | | | [removed: 2019] | | | [added: 2020] | | | [removed: 2018] | | | [added: 2019] | | |

| Crude Oil and Condensate Volumes (MBbld) (1) | | | | | | | | | | | | | | | | | | | | | [removed: | | |]

| United States | | | | | | [removed: 408.1 | | |] [added: 443.4] | | | [removed: 455.5] | | | [added: 408.1] | | | [removed: 394.8] | | | [added: 455.5] | | |

| Trinidad | | | | | | [removed: 1.0 | | |] [added: 1.5] | | | [removed: 0.6] | | | [added: 1.0] | | | [removed: 0.8] | | | [added: 0.6] | | |

| Other International (2) | | | | | | 0.1 | | | | | | 0.1 | | | | | | [removed: 4.3 | | |] [added: 0.1] | | |

| Total | | | | | | [removed: 409.2 | | |] [added: 445.0] | | | [removed: 456.2] | | | [added: 409.2] | | | [removed: 399.9] | | | [added: 456.2] | | |

| Average Crude Oil and Condensate Prices ($/Bbl) (3) | | | | | | | | | | | | | | | | | | | | | [removed: | | |]

| United States | | | | | | $ | [removed: 38.65] [added: 68.54] | | | | | $ | [removed: 57.74] [added: 38.65] | | | | | $ | [removed: 65.16 | | |] [added: 57.74] | |

| Trinidad | | | | | | [removed: 30.20 | | |] [added: 56.26] | | | [removed: 47.16] | | | [added: 30.20] | | | [removed: 57.26] | | | [added: 47.16] | | |

| Other International (2) | | | | | | [removed: 43.08 | | |] [added: 42.36] | | | [removed: 57.40] | | | [added: 43.08] | | | [removed: 71.45] | | | [added: 57.40] | | |

| Composite | | | | | | [removed: 38.63 | | |] [added: 68.50] | | | [removed: 57.72] | | | [added: 38.63] | | | [removed: 65.21] | | | [added: 57.72] | | |

| Natural Gas Liquids Volumes (MBbld) (1) | | | | | | | | | | | | | | | | | | | | | [removed: | | |]

In response, OPEC+, a consortium of OPEC (Organization of Petroleum Exporting Countries) and certain non-OPEC global producers (Russia, Kazakhstan and others), agreed to voluntarily curtail crude oil supplies beginning in April 2020 with a schedule to bring back some of these curtailments through April 2021.

Certain other non-OPEC+ countries also curtailed production and/or reduced investments in existing and new crude oil projects.

This response started the process of balancing supply with demand.

In 2021, the effects of global COVID-19 mitigation efforts, including extensive global fiscal stimulus and the availability of vaccines, tempered by new COVID-19 variant strains and corresponding containment measures in certain parts of the world, have resulted in overall increased demand for crude oil and condensate, NGLs and natural gas.

See ITEM 1A, Risk Factors for discussion of risks related to the COVID-19 pandemic.

During 2021 and into early 2022, OPEC+ continued their schedule of gradually returning all curtailed production through 2022 in response to expected increases in demand for crude oil.

The continuing rebalancing of crude oil demand and supply resulting from improving or stabilizing conditions in certain economies and financial markets of the world, combined with the continuing actions taken by OPEC+, had a positive impact on crude oil prices in 2021.

Prices for crude oil and condensate and NGLs returned to prepandemic levels in the first quarter of 2021, while natural gas prices returned to pre-pandemic levels at the beginning of 2021.

*Climate Change*.

For a discussion of climate change matters and related regulatory matters, including potential developments related to climate change and the potential impacts and risks of such developments on EOG, see ITEM 1A, Risk Factors, and the related discussion in ITEM 1, Business – Regulation.

EOG faced interruptions to sales in certain markets due to disruptions throughout the United States from Winter Storm Uri in the first quarter of 2021.

Winter Storm Uri also negatively impacted Lease and Well, Transportation and Gathering and Processing Costs in the first quarter of 2021.

In March 2021, EOG signed a farmout agreement with Heritage, which allows EOG to earn a 65% working interest in a portion of the contract area (EOG Area) governed by the Trinidad Northern Area License.

The EOG Area is located offshore the southwest coast of Trinidad.

EOG continues to make progress on the design and fabrication of a platform and related facilities for its previously announced discovery in the Modified U(a) Block.

In 2022, EOG expects to drill one net exploratory well in the EOG Area in addition to three development wells and one exploratory well in the Modified U(a) Block.

*Other International.* In Australia, on April 22, 2021, a subsidiary of EOG entered into a purchase and sale agreement to acquire a 100% interest in the WA-488-P Block, located offshore Western Australia.

The transaction was closed in the fourth quarter of 2021 including the transfer of the petroleum exploration permit for that block.

In 2022, EOG will continue preparing for the drilling of an exploration well which is expected to commence in 2023.

In the Sultanate of Oman (Oman), a Royal Decree was issued on March 9, 2021, and EOG became a participant in the Exploration and Production Sharing Agreement for Block 49, holding a 50% working interest.

EOG's partner in Block 49 completed the drilling and testing of one net exploratory well, which was determined to be a dry hole.

EOG notified its partner and the Ministry of Energy and Minerals of its intention to withdraw from Block 49.

In Block 36, where EOG holds a 100% working interest, EOG drilled two net exploratory wells and completed one net exploratory well.

There was a discovery of natural gas in Block 36, but the well results did not yield sufficient projected returns for EOG to move forward with the project.

EOG recorded pretax impairment charges of $45 million and dry hole costs of $42 million in 2021.

In 2022, EOG expects to exit Block 36.

In May 2021, EOG closed the sale of its subsidiary which held all of its assets in the China Sichuan Basin (China).

Net production was approximately 25 million cubic feet per day (MMcfd) of natural gas prior to the sale.

EOG no longer has any operations or assets in China.

*Dividend Declarations and Share Repurchase Authorization.* On February 25, 2021, EOG's Board increased the quarterly cash dividend on the common stock from the previous $0.375 per share to $0.4125 per share, effective beginning with the dividend paid on April 30, 2021, to stockholders of record as of April 16, 2021.

On May 6, 2021, EOG's Board declared a special cash dividend on the common stock of $1.00 per share.

The special cash dividend, which was in addition to the quarterly cash dividend, was paid on July 30, 2021 to stockholders of record as of July 16, 2021.

On November 4, 2021, EOG's Board (i) further increased the quarterly cash dividend on the common stock from the previous $0.4125 per share to $0.75 per share, effective beginning with the dividend paid on January 28, 2022, to stockholders of record as of January 14, 2022, (ii) declared a special cash dividend on the common stock of $2.00 per share, paid on December 30, 2021, to stockholders of record as of December 15, 2021, (iii) established a new share repurchase authorization to allow for the repurchase by EOG of up to $5 billion of the common stock and (iv) revoked and terminated the share repurchase authorization established by the Board in September 2001.

See ITEM 5, Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities for additional discussion.

On February 24, 2022, the Board declared a quarterly cash dividend on the common stock of $0.75 per share payable April 29, 2022, to stockholders of record as of April 15, 2022.

The Board also declared a special dividend of $1.00 per share payable March 29, 2022, to stockholders of record as of March 15, 2022.

During 2021, operating revenues increased $7,610 million, or 69%, to $18,642 million from $11,032 million in 2020.

EOG recognized net gains on asset dispositions of $17 million in 2021 compared to net losses on asset dispositions of $47 million in 2020.

| Other International (2) | | | | | | 9 | | | | | | 32 | | | | | | 37 | | |

NGLs revenues in 2021 increased $1,144 million, or 171%, to $1,812 million from $668 million in 2020 primarily due to a higher composite average wellhead NGLs price ($1,104 million) and an increase in production ($40 million).

See ITEM 1A, Risk Factors for further discussion.

In early March 2020, due to the failure of the members of the Organization of the Petroleum Exporting Countries and Russia (OPEC+) to reach an agreement on individual crude oil production limits, Saudi Arabia unilaterally reduced the sales price of its crude oil and announced that it would increase its crude oil production.

The combination of these actions, and the effects of the COVID-19 pandemic on crude oil demand, resulted in significantly lower commodity prices in March and April 2020.

In April 2020, the members of OPEC+ reached an agreement to cut crude oil production beginning in May 2020 and extending through April 2022 with the quantity of the production cuts decreasing over time.

Subsequent indications of conformity with these agreed-upon production cuts by OPEC+, combined with the evolving impacts of COVID-19 on crude oil demand, have resulted in gradually-improving market conditions.

In the second half of 2020, crude oil prices increased, but remain significantly below average prices in 2019, as a result of the continuing rebalancing of crude oil supply resulting from the actions of OPEC+ and the continuing effect of the COVID-19 pandemic on global demand.

In addition, NGL and natural gas prices have recovered to pre-pandemic levels.

In response to the commodity price environment in 2020, EOG reduced activity across its operating areas and decreased its total capital expenditures.

EOG also elected to reduce crude oil production, by delaying initial production from new wells and shutting-in or otherwise curtailing existing production.

In early 2021, the members of OPEC+ met and agreed to taper off certain of their production curtailments (agreed to in April 2020) through March 2021.

Subsequent to the meeting, Saudi Arabia announced that it would unilaterally cut its production by an additional one million barrels per day in February 2021 and March 2021.

These announcements have had a positive impact on crude oil prices.

*2020 Election.* In November 2020, Joseph R.

Biden Jr. was elected President of the United States.

On January 27, 2021, President Biden issued Executive Order 14008 entitled "Tackling the Climate Crisis at Home and Abroad," directing the Secretary of the Interior, to the extent consistent with applicable law and in consultation with other agencies and stakeholders, to (i) pause approval of new oil and natural gas leases on federal lands or in offshore waters pending completion of a comprehensive review and reconsideration of federal oil and gas permitting and leasing practices and (ii) consider whether to adjust royalties associated with oil and gas resources extracted from federal lands and offshore waters to account for corresponding climate costs.

In addition, new or revised rules, regulations and policies may be issued, and new legislation may be proposed, during the current administration that could impact the oil and gas exploration and production industry.

Such rules, regulations, policies and legislation may affect, among other things, (i) permitting for oil and gas drilling on federal lands, (ii) the leasing of federal lands for oil and gas development, (iii) the regulation of greenhouse gas emissions and/or other climate change-related matters associated with oil and gas operations, (iv) the use of hydraulic fracturing on federal lands, (v) the calculation of royalty payments in respect of oil and gas production from federal lands and (vi) U.S. federal income tax laws applicable to oil and gas exploration and production companies.

See "Regulation" in ITEM 1, Business and ITEM 1A, Risk Factors for further discussion.

In the second quarter of 2020, EOG delayed initial production from most newly-completed wells and shut in some existing production.

During the third quarter of 2020, EOG resumed the process of initiating production from completed wells, and the legacy wells that were shut-in were largely brought back on-line.

In 2020, EOG drilled three net wells and completed two net wells in Trinidad.

The remaining net well made a discovery that is being evaluated.

*Other International.* In the Sichuan Basin, Sichuan Province, China, EOG continues to work with its partner, PetroChina, under the Production Sharing Contract and other related agreements, to ensure uninterrupted production.

All natural gas produced from the Baijaochang Field is sold under a long-term contract to PetroChina.

In 2020, EOG entered into two agreements related to exploration and production rights in the Sultanate of Oman (Oman).

One agreement resulted in EOG acquiring exploration and production rights to Block 36 within Oman.

The second agreement was a farm-in agreement allowing EOG to share in exploration and production rights within Block 49.

Pursuant to that agreement, EOG participated in the drilling of one gross exploratory well which was in progress as of December 31, 2020.

In March 2020, EOG began the process of exiting its Canada operations.

On April 14, 2020, EOG closed on its offering of $750 million aggregate principal amount of its 4.375% Senior Notes due 2030 and $750 million aggregate principal amount of its 4.950% Senior Notes due 2050 (together, the Notes).

EOG received net proceeds of $1.48 billion from the issuance of the Notes, which were used to repay the 4.40% Senior Notes due 2020 when they matured on June 1, 2020 (see below), and for general corporate purposes, including the funding of capital expenditures.

On June 1, 2020, EOG repaid upon maturity the $500 million aggregate principal amount of its 4.40% Senior Notes due 2020.

On February 1, 2021, EOG repaid upon maturity the $750 million aggregate principal amount of its 4.100% Senior Notes due 2021.

During 2020, operating revenues decreased $6,348 million, or 37%, to $11,032 million from $17,380 million in 2019.

Net losses on asset dispositions of $47 million in 2020 were primarily due to the sales of proved properties and non-cash property exchanges of unproved leasehold in Texas and New Mexico and the disposition of the Marcellus Shale assets compared to net gains on asset dispositions of $124 million in 2019.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

NGLs revenues in 2019 decreased $343 million, or 30%, to $784 million from $1,127 million in 2018 primarily due to a lower composite average wellhead NGLs price ($518 million), partially offset by an increase in production ($175 million).

NGL production in 2019 increased 16% to 134 MBbld as compared to 116 MBbld in 2018.

Wellhead natural gas revenues in 2019 decreased $118 million, or 9%, to $1,184 million from $1,302 million in 2018, primarily due to a lower composite wellhead natural gas price ($280 million), partially offset by an increase in natural gas deliveries ($162 million).

EOG Resources, Inc., a Delaware corporation organized in 1985, together with its subsidiaries (collectively, EOG), explores for, develops, produces and markets crude oil, natural gas liquids (NGLs) and natural gas primarily in major producing basins in the United States of America (United States or U.S.), The Republic of Trinidad and Tobago [removed: (Trinidad), The People's Republic of China (China), the Sultanate of Oman (Oman)] [added: (Trinidad)] and, from time to time, select other international areas.

At December 31, [removed: 2020,] [added: 2021,] EOG's total estimated net proved reserves were [removed: 3,220] [added: 3,747] million barrels of oil equivalent (MMBoe), of which [removed: 1,514] [added: 1,548] million barrels (MMBbl) were crude oil and condensate reserves, [removed: 813] [added: 829] MMBbl were NGLs reserves and [removed: 5,360] [added: 8,222] billion cubic feet (Bcf), or [removed: 893] [added: 1,370] MMBoe, were natural gas reserves (see "Supplemental Information to Consolidated Financial Statements").

At such date, approximately [removed: 98%] [added: 99%] of EOG's net proved reserves, on a crude oil equivalent basis, were located in the United [removed: States, 1% in Trinidad] [added: States] and 1% in [removed: other international areas.][added: Trinidad.]

EOG is focused on innovation and cost-effective utilization of advanced technology associated with three-dimensional seismic and microseismic data, the development of reservoir simulation [removed: models,] [added: models and] the use of improved drilling equipment and completion technologies for horizontal drilling and formation evaluation.

At December 31, [removed: 2020,] [added: 2021,] on a crude oil equivalent basis, [removed: 48%] [added: 42%] of EOG's net proved reserves in the United States were crude oil and condensate, [removed: 26%] [added: 22%] were NGLs and [removed: 26%] [added: 36%] were natural gas.

The South Texas area includes our Eagle Ford [added: oil] play and our [removed: newly announced] Dorado gas play.

EOG holds approximately 516,000 total net acres in the prolific oil window of the Eagle Ford [added: oil play] and approximately [removed: 163,000] [added: 160,000] net acres in the Dorado [removed: prospect area.][added: gas play.]

In [removed: 2020,] [added: 2021,] EOG completed [removed: 213] [added: 155] net Eagle Ford [removed: wells and, late in 2020, acquired] [added: oil play wells,] and [removed: completed one] [added: 11] net [removed: Dorado well to further delineate] [added: wells in] the [added: Dorado gas] play.

In [removed: 2021,] [added: 2022,] EOG expects to complete approximately [removed: 145] [added: 95] net Eagle Ford [added: oil play] wells and [removed: to drill and complete approximately 15] [added: 30] net Dorado wells.

In the Delaware Basin, EOG completed [removed: 247] [added: 288] net wells during [removed: 2020,] [added: 2021,] primarily in the Delaware Basin Wolfcamp, Bone Spring and Leonard plays.

The Delaware Basin consists of approximately 4,800 feet of oil rich stacked pay potential offering EOG multiple co-development opportunities throughout its [removed: 404,000 total] [added: 395,000] net [removed: acreage] [added: acre] position.

In the Delaware Basin [removed: Upper] Wolfcamp play, EOG has [removed: approximately 226,000 net acres and] completed [removed: 166] [added: 189] net wells in [removed: 2020.][added: 2021.]

Continued improvement and excellent results in the Delaware Basin Wolfcamp program were supported by optimized well [removed: spacing,] [added: spacing and co-development,] enhanced well completions, precision drilling and continued cost reductions.

[removed: Moving forward into 2021,] [added: In 2022,] the Delaware Basin Wolfcamp play will continue to be a primary area of focus.

In [removed: 2020,] [added: 2021,] EOG completed [removed: 56] [added: 79] total net Bone Spring wells within the three [removed: sub-plays on its combined 289,000 net prospective acres.][added: sub-plays.]

Of the three sub-plays, the Second Bone Spring had the majority of the activity in [removed: 2020] [added: 2021] with EOG completing [removed: 42] [added: 63] net wells.

The Bone Spring [removed: plays continue] [added: play continues] to be an integral part of [removed: EOG’s] [added: EOG's] Delaware Basin plans and portfolio.

In the Leonard play, EOG [removed: holds approximately 160,000 net acres and] maintained its development plan with [removed: 18] [added: 20] net wells completed in [removed: 2020.][added: 2021.]

Activity in [removed: 2021] [added: 2022] will remain focused on the Delaware Basin Wolfcamp, Bone Spring, and Leonard plays, where EOG expects to complete approximately [removed: 275] [added: 375] net wells.

Activity in the Rocky Mountain area in [removed: 2020] [added: 2021] was focused on the Wyoming Powder River Basin.

In the Powder River Basin, EOG operated a [removed: one-rig] [added: two-rig] program and completed [removed: 35] [added: 45] net wells in the Niobrara, Mowry, Turner and Parkman formations.

In the DJ Basin, EOG [removed: operated one rig for a partial year] [added: drilled] and completed [removed: 17] [added: one] net [removed: wells] [added: well] in [removed: both] the Codell [removed: and the Niobrara formations.][added: formation.]

In the Williston Basin, EOG completed [removed: 3] [added: four] net wells in the Bakken and Three [removed: Forks.][added: Forks formations.]

[removed: In 2021, activity will] [added: Activity in both the DJ and Williston Basins is expected to] be [added: minimal in 2022 as development remains] focused on [removed: development in] the Powder River Basin [removed: with] [added: where EOG] plans to complete approximately [removed: 45] [added: 40] net wells.

EOG has operations offshore [removed: Trinidad, in the China Sichuan Basin, Oman and in Canada] [added: Trinidad] and is [added: making preparations to drill offshore Australia, as well as] evaluating additional exploration, development and exploitation opportunities in these and other select international areas.

In [removed: 2020,] [added: 2021,] EOG's net production averaged approximately [removed: 180] [added: 217] MMcfd of natural gas and approximately [removed: 1.0] [added: 1.5] MBbld of crude oil and condensate.

In 2021, EOG [removed: expects to focus] [added: made progress] on the design and fabrication of [removed: the] [added: a] platform and related [removed: infrastructure] [added: facilities] for [removed: the] [added: its] previously announced discovery [removed: made] in the Modified U(a) Block.

[removed: In 2020,] EOG's net production averaged approximately [removed: 26] [added: 25] MMcfd of natural [removed: gas.][added: gas prior to the sale.]

*Canada.* [added: In March 2020,] EOG [removed: maintains approximately 47,000 net acres] [added: began the process of exiting its Canada operations] in the Horn River area in Northeast British Columbia.

In [removed: 2020,] [added: 2021,] EOG continued its diversified approach to marketing its wellhead crude oil and condensate production.

In [removed: 2020,] [added: 2021,] EOG also sold crude oil at the Houston Ship Channel and the Port of Corpus Christi for export to foreign destinations.

In [removed: 2021,] [added: 2022,] the pricing mechanism for such production is expected to remain the same.

At December 31, [removed: 2020,] [added: 2021,] EOG was committed to deliver to multiple parties fixed quantities of crude oil of [removed: 8] [added: 16] MMBbls in [removed: 2021,] [added: 2022, 7 MMBbls in 2023, 7 MMBbls in 2024, and 1 MMBbls in 2025,] all of which is expected to be [removed: delivered] [added: sourced] from future production of available reserves.

In [removed: 2020,] [added: 2021,] EOG processed certain of its United States wellhead natural gas production, either at EOG-owned facilities or at third-party facilities, extracting NGLs.

In [removed: 2021,] [added: 2022,] such pricing mechanisms are expected to remain the same.

In [removed: 2020,] [added: 2021,] consistent with its diversified marketing strategy, the majority of EOG's United States wellhead natural gas production was transported by pipeline to various locations, including Katy, Texas; East Texas; the Agua Dulce Hub in South Texas; the Cheyenne Hub in Weld County, Colorado; Southern California; and Chicago, Illinois.

Additionally, EOG sells natural gas to a [removed: liquefied natural gas] liquefaction facility near Corpus Christi, Texas, and receives pricing based on the Platts Japan Korea Marker.

At December 31, [removed: 2020,] [added: 2021,] EOG was committed to deliver to multiple parties fixed quantities of natural gas of [removed: 170 Bcf in 2021, 105] [added: 223] Bcf in 2022, [removed: 91] [added: 190] Bcf in 2023, [removed: 94] [added: 150] Bcf in 2024, [removed: 81] [added: 138] Bcf in [removed: 2025] [added: 2025, 195 Bcf in 2026] and [removed: 1,609] [added: 1,459] Bcf thereafter, all of which is expected to be [removed: delivered] [added: sourced] from future production of available reserves.

In 2021, natural gas volumes from Trinidad [removed: will be] [added: were] sold under a fixed price contract ending in 2026.

[removed: In 2020,] [added: Through May 2021,] all wellhead natural gas volumes from China were sold at regulated prices based on the purchaser's pipeline sales volumes to various local market segments.

The following is a summary of wellhead volume statistics and net well completions for the year ended December 31, 2021, total net acres at December 31, 2021, and expected net well completions planned for 2022 for certain areas of EOG's United States operations.

| 2021 | | | | | | | | | | | | | | | | | | | | | | | | 2022 | | |

| Delaware Basin | | | 231.1 | | | 84.6 | | | 651 | | | 395 | | | | | | 288 | | | | | | 375 | | |

| South Texas | | | 149.5 | | | 29.3 | | | 273 | | | 1,131 | | | | | | 166 | | | | | | 125 | | |

| Rocky Mountain | | | 50.3 | | | 16.9 | | | 182 | | | 1,037 | | | | | | 50 | | | | | | <50 | | |

| Other Areas | | | 12.5 | | | 13.7 | | | 104 | | | 1,130 | | | | | | 12 | | | | | | 20 | | |

| Total | | | 443.4 | | | 144.5 | | | 1,210 | | | 3,693 | | | | | | 516 | | | | | | 520 | | |

EOG has tested co-development of up to three Leonard zones simultaneously, and expects the Leonard play to become a more active part of EOG's program in the next several years.

In the Dorado gas play, EOG has continued to delineate the Eagle Ford and Austin Chalk formations with excellent results.

In addition, EOG is in the process of exiting Block 36 and Block 49 in the Sultanate of Oman (Oman) and is executing an abandonment and reclamation program in Canada.

EOG sold its operations in the China Sichuan Basin (China) in the second quarter of 2021.

In March 2021, EOG signed a farmout agreement with Heritage Petroleum Company Limited (Heritage), which allows EOG to earn a 65% working interest in a portion of the contract area (EOG Area) governed by the Trinidad Northern Area License.

The EOG Area is located offshore the southwest coast of Trinidad.

In 2022, EOG expects to drill one net exploratory well in the EOG Area in addition to three development wells and one exploratory well in the Modified U(a) Block.

*Australia.* On April 22, 2021, a subsidiary of EOG entered into a purchase and sale agreement to acquire a 100% interest in the WA-488-P Block, located offshore Western Australia.

On November 19, 2021, the petroleum exploration permit for that block was transferred to that subsidiary.

In 2022, EOG will continue preparing for the drilling of an exploration well which is expected to commence in 2023.

EOG, through its subsidiaries, holds interests in Exploration and Production Sharing Agreements in Block 36 and Block 49 located in Oman.

In 2021, EOG's partner in Block 49 completed the drilling and testing of one net exploratory well, which was determined to be a dry hole.

EOG notified its partner and the Ministry of Energy and Minerals of its intention to withdraw from Block 49.

Additionally, EOG drilled two exploratory wells and completed one exploratory well in Block 36.

There was a discovery of natural gas in Block 36, but the well results did not yield sufficient projected returns for EOG to move forward with the project.

In 2022, EOG expects to exit Block 36 in Oman.

*China.* In May 2021, EOG completed the sale of all of its interest in EOG Resources China Limited.

EOG no longer has any operations or assets in China.

In 2021, EOG also sold purity products at the Houston Ship Channel for export to foreign destinations.

In each case, the price received was based on market prices at that specific sales point or based on the price index applicable for that location.

In 2022, the pricing mechanism for such production is expected to remain the same.

At December 31, 2021, EOG was not committed to deliver fixed quantities of NGLs in 2022.

In 2022, the pricing mechanism for such production is expected to remain the same.

| Year Ended December 31 | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

*COVID-19 Pandemic*.

In 2021, EOG continued to provide such technology and support and remained focused on the safety of its employees, reopening its offices and worksites in a phased approach and instituting additional practices and protocols, including those related to social distancing, mask wearing and symptom screening.

As part of its effort to build and maintain a diverse and inclusive workplace, EOG focuses on creating a collaborative culture that fosters inclusion at all levels of the company and reflects the diversity of thought of its employees.

EOG also takes steps to raise employee awareness, provide leadership and offer training to help advance diversity and inclusion within EOG.

From time to time, the U.S. Department of the Interior has also considered limiting or pausing new oil and natural gas leases on federal lands or in offshore waters.

The direct and indirect cost of such laws and regulations (in enacted) could materially and adversely affect EOG's operations, financial condition and results of operations.

The U.S. Congress has, from time to time, proposed legislation for imposing restrictions or requiring fees or carbon taxes for GHG emissions.

In November 2021, the EPA proposed a rule to further reduce methane and VOC emissions from new and existing sources in the oil and natural gas sector.

The United States has established economy-wide targets of (i) reducing its net GHG emissions by 50-52 percent below 2005 levels by 2030 and (ii) achieving net zero GHG emissions economy-wide by no later than 2050.

The following is a summary of significant developments during 2020 and anticipated 2021 plans for certain areas of EOG's United States operations.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2020 | | | | | | | | | | | | | | | | | | | | | | | | 2021 | | |

| South Texas | | | 162 | | | 33 | | | 281 | | | 1,138 | | | | | | 223 | | | | | | 160 | | |

| Delaware Basin | | | 183 | | | 75 | | | 460 | | | 404 | | | | | | 247 | | | | | | 275 | | |

| Rocky Mountain | | | 49 | | | 14 | | | 159 | | | 1,167 | | | | | | 56 | | | | | | 50 | | |

| Mid-Continent | | | 10 | | | 14 | | | 87 | | | 310 | | | | | | 15 | | | | | | <5 | | |

| Other Areas | | | 4 | | | — | | | 53 | | | 851 | | | | | | 7 | | | | | | 15 | | |

| Total | | | 408 | | | 136 | | | 1,040 | | | 3,870 | | | | | | 548 | | | | | | ~500 | | |

During the second and third quarters of 2020, EOG significantly curtailed its Eagle Ford oil production due to low crude oil prices; operations in the Eagle Ford returned to normal by the end of the third quarter of 2020.

In the Dorado play, with the onset of the pandemic and resulting market downturn, EOG elected to defer its 2020 drilling program and instead focus on gathering and analyzing data regarding the production performance of its 2019 Dorado drilling program.

EOG continued its Upper Wolfcamp development plan with well spacing as close as 500 feet in the crude oil portion of the play and 880 feet in the combination crude oil and natural gas portion.

In addition to the Upper Wolfcamp, EOG completed 7 net wells in 2020 in the newly announced Middle Wolfcamp play and has identified 193,000 net prospective acres.

With a strategy of developing deeper targets first while simultaneously collecting data from the shallow targets, the Leonard play will progressively become a more active part of EOG’s program.

Activity in the DJ Basin is expected to be minimal in 2021 as development continues to shift to the Powder River Basin.

In 2020, production in the Rocky Mountain area and Williston Basin was significantly curtailed, primarily in the second quarter, in response to crude oil price declines, but has subsequently returned to normal levels.

EOG currently holds approximately 1.2 million net acres in the Rocky Mountain area.

In the Mid-Continent area, EOG continued its development of the Woodford Oil Window play with 15 net wells completed during 2020.

EOG holds approximately 37,000 net acres in the play and plans to have minimal activity in 2021.

In 2020, EOG drilled three net wells and completed two net wells.

The remaining net well made a discovery that is being evaluated.

All wells discovered commercially economic reserves.

In addition, EOG expects to continue its exploration program.

*China*.

Since 2008, EOG has been developing the Baijaochang Field in the Chuan Zhong Block exploration area in the Sichuan Basin, Sichuan Province, China with its partner, PetroChina, under a production sharing contract.

EOG continues to work with PetroChina to ensure uninterrupted production.

In September 2020, EOG reached an agreement with APEX Oman (Block 36) Inc. to acquire its entire interest in Block 36 in Oman.

The Royal Decree was issued on October 28, 2020 at which point EOG became the operator and held all rights under the Exploration and Production Sharing Agreement for Block 36.

Additionally, in December 2020 the Ministry of Energy and Minerals for Oman approved the assignment of Block 49 to EOG pursuant to the terms of the farm-in agreement with Tethys Oil Montasar Limited.

In accordance with the terms of the farm-in agreement EOG participated in the drilling of an exploratory well which was in progress at December 31, 2020.

In 2021, EOG expects to drill two net exploration wells in Block 36.

In March 2020, EOG began the process of exiting its Canada operations.

In 2020, a majority of the wellhead natural gas volumes from Trinidad were sold under contracts with prices which were either wholly or partially dependent on Caribbean ammonia index prices and/or methanol prices.

The remaining volumes were sold under a contract at prices partially dependent on United States Henry Hub market prices or under a fixed price contract.

In addition, at its offices and work sites, EOG has instituted social distancing practices and protocols and has provided masks, hand sanitizer and additional cleaning.

EOG's collaborative culture fosters inclusiveness at all levels of the company.

*2020 Election*.

In November 2020, Joseph R.

Biden Jr. was elected President of the United States.

Further, on January 27, 2021, President Biden issued Executive Order 14008 entitled "Tackling the Climate Crisis at Home and Abroad," directing the Secretary of the Interior, to the extent consistent with applicable law and in consultation with other agencies and stakeholders, to, among other things, pause approval of new oil and natural gas leases on federal lands or in offshore waters pending completion of a comprehensive review and reconsideration of federal oil and gas permitting and leasing practices.

Pursuant to [removed: recent amendments to] this item, EOG [removed: will be using] [added: uses] a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required; EOG believes proceedings under this threshold are not material to EOG's business and financial condition.

Applying this threshold, there are no environmental proceedings to disclose for the quarter and year ended December 31, [removed: 2020.][added: 2021.]

For the fiscal year ended December 31, [removed: 2020][added: 2021]

Common Stock aggregate market value held by non-affiliates as of June 30, [removed: 2020: $29,444] [added: 2021: $48,608] million.

Class: Common Stock, par value $0.01 per share, [removed: 583,563,479] [added: 585,419,164] shares outstanding as of February [removed: 12, 2021.][added: 11, 2022.]

Documents incorporated by reference. Portions of the Definitive Proxy Statement for the registrant's [removed: 2021] [added: 2022] Annual Meeting of Stockholders, to be filed within 120 days after December 31, [removed: 2020,] [added: 2021,] are incorporated by reference into Part III of this report.

| ITEM 1. | | | Business | | | [removed: [1](#i36512e577a374add906551de45e5fa46_13)] [added: [1](#i708734cc2fd04e1ab22195cd1820b85d_13)] | | |

| | | | Exploration and Production | | | [removed: [1](#i36512e577a374add906551de45e5fa46_19)] [added: [1](#i708734cc2fd04e1ab22195cd1820b85d_19)] | | |

| | | | Wellhead Volumes and Prices | | | [removed: [5](#i36512e577a374add906551de45e5fa46_25)] [added: [4](#i708734cc2fd04e1ab22195cd1820b85d_25)] | | |

| | | | Human Capital Management | | | [removed: [6](#i36512e577a374add906551de45e5fa46_2049)] [added: [6](#i708734cc2fd04e1ab22195cd1820b85d_28)] | | |

| | | | Other Matters | | | [removed: [11](#i36512e577a374add906551de45e5fa46_34)] [added: [11](#i708734cc2fd04e1ab22195cd1820b85d_37)] | | |

| | | | Information About Our Executive Officers | | | [removed: [12](#i36512e577a374add906551de45e5fa46_37)] [added: [13](#i708734cc2fd04e1ab22195cd1820b85d_40)] | | |

| ITEM 1A. | | | Risk Factors | | | [removed: [13](#i36512e577a374add906551de45e5fa46_40)] [added: [14](#i708734cc2fd04e1ab22195cd1820b85d_43)] | | |

| ITEM 1B. | | | Unresolved Staff Comments | | | [removed: [26](#i36512e577a374add906551de45e5fa46_43)] [added: [27](#i708734cc2fd04e1ab22195cd1820b85d_46)] | | |

| ITEM 2. | | | Properties | | | [removed: [26](#i36512e577a374add906551de45e5fa46_49)] [added: [27](#i708734cc2fd04e1ab22195cd1820b85d_52)] | | |

| | | | Oil and Gas Exploration and Production - Properties and Reserves | | | [removed: [26](#i36512e577a374add906551de45e5fa46_49)] [added: [27](#i708734cc2fd04e1ab22195cd1820b85d_52)] | | |

| ITEM 3. | | | Legal Proceedings | | | [removed: [30](#i36512e577a374add906551de45e5fa46_52)] [added: [30](#i708734cc2fd04e1ab22195cd1820b85d_55)] | | |

| ITEM 4. | | | Mine Safety Disclosures | | | [removed: [30](#i36512e577a374add906551de45e5fa46_55)] [added: [31](#i708734cc2fd04e1ab22195cd1820b85d_58)] | | |

| ITEM 5. | | | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [30](#i36512e577a374add906551de45e5fa46_61)] [added: [32](#i708734cc2fd04e1ab22195cd1820b85d_64)] | | |

| ITEM 7. | | | Management's Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [33](#i36512e577a374add906551de45e5fa46_67)] [added: [34](#i708734cc2fd04e1ab22195cd1820b85d_70)] | | |

| ITEM 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [57](#i36512e577a374add906551de45e5fa46_85)] [added: [54](#i708734cc2fd04e1ab22195cd1820b85d_88)] | | |

| ITEM 8. | | | Financial Statements and Supplementary Data | | | [removed: [57](#i36512e577a374add906551de45e5fa46_88)] [added: [54](#i708734cc2fd04e1ab22195cd1820b85d_91)] | | |

| ITEM 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [57](#i36512e577a374add906551de45e5fa46_91)] [added: [54](#i708734cc2fd04e1ab22195cd1820b85d_94)] | | |

| ITEM 9A. | | | Controls and Procedures | | | [removed: [57](#i36512e577a374add906551de45e5fa46_94)] [added: [54](#i708734cc2fd04e1ab22195cd1820b85d_97)] | | |

| ITEM 9B. | | | Other Information | | | [removed: [58](#i36512e577a374add906551de45e5fa46_97)] [added: [55](#i708734cc2fd04e1ab22195cd1820b85d_100)] | | |

| ITEM 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [58](#i36512e577a374add906551de45e5fa46_103)] [added: [55](#i708734cc2fd04e1ab22195cd1820b85d_106)] | | |

| ITEM 11. | | | Executive Compensation | | | [removed: [58](#i36512e577a374add906551de45e5fa46_106)] [added: [56](#i708734cc2fd04e1ab22195cd1820b85d_109)] | | |

| ITEM 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [59](#i36512e577a374add906551de45e5fa46_109)] [added: [56](#i708734cc2fd04e1ab22195cd1820b85d_112)] | | |

| ITEM 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [60](#i36512e577a374add906551de45e5fa46_112)] [added: [57](#i708734cc2fd04e1ab22195cd1820b85d_115)] | | |

| ITEM 14. | | | Principal Accounting Fees and Services | | | [removed: [60](#i36512e577a374add906551de45e5fa46_115)] [added: [57](#i708734cc2fd04e1ab22195cd1820b85d_118)] | | |

| ITEM 15. | | | Exhibits, Financial Statement Schedules | | | [removed: [61](#i36512e577a374add906551de45e5fa46_121)] [added: [58](#i708734cc2fd04e1ab22195cd1820b85d_124)] | | |

| ITEM 16. | | | Form 10-K Summary | | | [removed: [61](#i36512e577a374add906551de45e5fa46_124)] [added: [58](#i708734cc2fd04e1ab22195cd1820b85d_127)] | | |

| | | | General | | | [1](#i708734cc2fd04e1ab22195cd1820b85d_16) | | |

| | | | Marketing | | | [3](#i708734cc2fd04e1ab22195cd1820b85d_22) | | |

| | | | Competition | | | [7](#i708734cc2fd04e1ab22195cd1820b85d_31) | | |

| | | | Regulation | | | [7](#i708734cc2fd04e1ab22195cd1820b85d_34) | | |

| ITEM 6. | | | Reserved | | | [34](#i708734cc2fd04e1ab22195cd1820b85d_67) | | |

| ITEM 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [55](#i708734cc2fd04e1ab22195cd1820b85d_2016) | | |

| | | | General | | | [1](#i36512e577a374add906551de45e5fa46_16) | | |

| | | | Marketing | | | [4](#i36512e577a374add906551de45e5fa46_22) | | |

| | | | Competition | | | [7](#i36512e577a374add906551de45e5fa46_28) | | |

| | | | Regulation | | | [7](#i36512e577a374add906551de45e5fa46_31) | | |

| ITEM 6. | | | Selected Financial Data | | | [32](#i36512e577a374add906551de45e5fa46_64) | | |

*Acreage.* The following table summarizes EOG's gross and net developed and undeveloped acreage at December 31, [removed: 2020.][added: 2021 (in thousands).]

Approximately 0.2 million net acres will expire in [removed: 2021, 0.2] [added: 2022, 0.1] million net acres will expire in [removed: 2022] [added: 2023] and 0.1 million net acres will expire in [removed: 2023] [added: 2024] if production is not established or we take no other action to extend the terms of the leases or obtain concessions.

As of December 31, [removed: 2020,] [added: 2021,] there were no proved undeveloped reserves (PUDs) associated with such undeveloped acreage.

The following table represents EOG's gross and net productive wells, including [removed: 2,482] [added: 2,427] wells in which we hold a royalty interest.

| Trinidad | | | 2 | | | | | | [removed: 1] [added: 2] | | | | | | 33 | | | | | | [removed: 27] [added: 26] | | | | | | 35 | | | | | | 28 | | |

| China | | | — | | | | | | — | | | | | | [removed: 36] [added: 3] | | | | | | [removed: 36] [added: 3] | | | | | | [removed: 36] [added: 3] | | | | | | [removed: 36] [added: 3] | | |

(1) EOG operated [removed: 9,491] [added: 10,233] gross and [removed: 8,394] [added: 9,064] net producing crude oil and natural gas wells at December 31, [removed: 2020.][added: 2021.]

Gross crude oil and natural gas wells include [removed: 142] [added: 129] wells with multiple completions.

During the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] EOG expended [removed: $3.7] [added: $4.0] billion, [removed: $6.6] [added: $3.7] billion and [removed: $6.4] [added: $6.6] billion, respectively, for exploratory and development drilling, facilities and acquisition of leases and producing properties, including asset retirement [removed: obligations] [added: costs] of [removed: $117] [added: $127] million, [removed: $186] [added: $117] million and [removed: $70] [added: $186] million, respectively.

The following tables set forth the results of the gross crude oil and natural gas wells completed for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018:][added: 2019:]

| China | | | — | | | | | | — | | | | | | [removed: — | | | | | | — | | | | | | —] [added: 3] | | | | | | [removed: —] [added: 3] | | | | | | [removed: —] [added: 3] | | | | | | [removed: —] [added: 3] | | |

| United States | | | [removed: 834 | | | | | | 39 | | | | | | 22] [added: 2] | | | | | | [removed: 895] [added: 14] | | | | | | [removed: —] [added: 16] | | | | | | [removed: —] [added: 1] | | | | | | [removed: 1] [added: 13] | | | | | | [removed: 1] [added: 14] | | |

The following tables set forth the results of the net crude oil and natural gas wells completed for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018:][added: 2019:]

EOG participated in the drilling of wells that were in the process of being drilled or completed at the end of the period as set out in the table below for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018:][added: 2019:]

| | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | [removed: 2018] [added: 2019] | | | | | | | | |

| United States | | | [removed: 155] [added: 191] | | | | | | [removed: 147] [added: 167] | | | | | | [removed: 317] [added: 155] | | | | | | [removed: 286] [added: 147] | | | | | | [removed: 297] [added: 317] | | | | | | [removed: 238] [added: 286] | | |

| Trinidad | | | 1 | | | | | | 1 | | | | | | 1 | | | | | | 1 | | | | | | [removed: —] [added: 1] | | | | | | [removed: —] [added: 1] | | |

| Oman | | | [removed: 1] [added: —] | | | | | | [removed: 1] [added: —] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | [added: | | | 3 | | | | | | 3 | | |]

| Total | | | [removed: 160] [added: 192] | | | | | | [removed: 152] [added: 168] | | | | | | [removed: 321] [added: 160] | | | | | | [removed: 290] [added: 152] | | | | | | [removed: 301] [added: 321] | | | | | | [removed: 242] [added: 290] | | |

At December 31, [removed: 2020,] [added: 2021,] there were approximately [removed: 84] [added: 72] MMBoe of net PUDs associated with EOG's inventory of DUCs.

| United States | | | [removed: 89] [added: 121] | | | | | | [removed: 86] [added: 105] | | | | | | [removed: 188] [added: 89] | | | | | | [removed: 165] [added: 86] | | | | | | [removed: 168] [added: 188] | | | | | | [removed: 137] [added: 165] | | |

| Total | | | [removed: 92] [added: 121] | | | | | | [removed: 89] [added: 105] | | | | | | [removed: 191] [added: 92] | | | | | | [removed: 168] [added: 89] | | | | | | [removed: 171] [added: 191] | | | | | | [removed: 140] [added: 168] | | |

EOG acquired wells as set forth in the following [removed: tables as of the end of each period] [added: table] (excluding the acquisition of additional interests in [removed: 8, 11] [added: 5, 8] and [removed: 114] [added: 11] net wells in which EOG previously owned an interest for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018, respectively):][added: 2019, respectively) for the years ended December 31, 2021, 2020 and 2019:]

| United States | | | [removed: 15] [added: 474] | | | | | | [removed: 13] [added: 72] | | | | | | [removed: 28] [added: 5] | | | | | | [added: 551 | | | | | |] 10 | | | | | | [removed: 6] [added: 1] | | | | | | [removed: 16] [added: 1] | | | [added: | | | 12 | | |]

| Total | | | [removed: 15] [added: 2] | | | | | | [removed: 13] [added: 14] | | | | | | [removed: 28] [added: 16] | | | | | | [removed: 10] [added: 1] | | | | | | [removed: 6] [added: 13] | | | | | | [removed: 16] [added: 14] | | |

*Other Property, Plant and Equipment.* EOG's other property, plant and equipment primarily includes gathering, transportation and processing infrastructure [removed: assets, buildings and sand processing] assets [added: and buildings] which support EOG's exploration and production activities.

| United States | | | 2,329 | | | | | | 1,829 | | | | | | 2,852 | | | | | | 1,864 | | | | | | 5,181 | | | | | | 3,693 | | |

| Trinidad | | | 80 | | | | | | 67 | | | | | | 216 | | | | | | 125 | | | | | | 296 | | | | | | 192 | | |

| Oman | | | — | | | | | | — | | | | | | 4,585 | | | | | | 4,585 | | | | | | 4,585 | | | | | | 4,585 | | |

| Australia | | | — | | | | | | — | | | | | | 1,009 | | | | | | 1,009 | | | | | | 1,009 | | | | | | 1,009 | | |

| Total | | | 2,409 | | | | | | 1,896 | | | | | | 8,662 | | | | | | 7,583 | | | | | | 11,071 | | | | | | 9,479 | | |

Acreage associated with EOG's exploration program in Oman was reduced as of December 31, 2021, due to EOG contractually agreeing with its partner in Block 49 to withdraw.

Additionally, EOG does not intend to proceed with additional work commitments and therefore anticipates relinquishing its Block 36 acreage in the third quarter of 2022.

The agreement governing the acreage associated with our exploration program in offshore Australia is set to expire at various dates through 2025 depending on EOG's decision to move forward with its defined work program or unless EOG is granted a production license.

| United States | | | 8,999 | | | | | | 6,402 | | | | | | 4,756 | | | | | | 2,850 | | | | | | 13,755 | | | | | | 9,252 | | |

| Total (1) | | | 9,001 | | | | | | 6,404 | | | | | | 4,789 | | | | | | 2,876 | | | | | | 13,790 | | | | | | 9,280 | | |

| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | 474 | | | | | | 72 | | | | | | 5 | | | | | | 551 | | | | | | 10 | | | | | | 1 | | | | | | 4 | | | | | | 15 | | |

| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| United States | | | 434 | | | | | | 66 | | | | | | 4 | | | | | | 504 | | | | | | 10 | | | | | | 1 | | | | | | 1 | | | | | | 12 | | |

| Oman | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3 | | | | | | 3 | | |

| Total | | | 434 | | | | | | 66 | | | | | | 4 | | | | | | 504 | | | | | | 10 | | | | | | 1 | | | | | | 4 | | | | | | 15 | | |

| Oman | | | — | | | | | | — | | | | | | 1 | | | | | | 1 | | | | | | — | | | | | | — | | |

| | | | 2021 | | | | | | | | | | | | 2020 | | | | | | | | | | | | 2019 | | | | | | | | |

| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| United States | | | 2,528,907 | | | | | | 1,887,080 | | | | | | 2,871,470 | | | | | | 1,983,209 | | | | | | 5,400,377 | | | | | | 3,870,289 | | |

| Trinidad | | | 79,410 | | | | | | 67,580 | | | | | | 201,302 | | | | | | 115,168 | | | | | | 280,712 | | | | | | 182,748 | | |

| China | | | 130,548 | | | | | | 130,548 | | | | | | — | | | | | | — | | | | | | 130,548 | | | | | | 130,548 | | |

| Canada | | | 30,771 | | | | | | 27,513 | | | | | | 19,197 | | | | | | 19,197 | | | | | | 49,968 | | | | | | 46,710 | | |

| Oman | | | — | | | | | | — | | | | | | 8,400,348 | | | | | | 7,828,089 | | | | | | 8,400,348 | | | | | | 7,828,089 | | |

| Total | | | 2,769,636 | | | | | | 2,112,721 | | | | | | 11,492,317 | | | | | | 9,945,663 | | | | | | 14,261,953 | | | | | | 12,058,384 | | |

The agreement governing the acreage associated with our exploration program in Oman is set to expire in 2024, with certain provisions allowing for extension of such term if commercial discoveries are found.

| United States | | | 9,658 | | | | | | 6,724 | | | | | | 3,985 | | | | | | 1,942 | | | | | | 13,643 | | | | | | 8,666 | | |

| Canada | | | — | | | | | | — | | | | | | 1 | | | | | | — | | | | | | 1 | | | | | | — | | |

| Total (1) | | | 9,660 | | | | | | 6,725 | | | | | | 4,055 | | | | | | 2,005 | | | | | | 13,715 | | | | | | 8,730 | | |

| 2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| China | | | — | | | | | | 1 | | | | | | — | | | | | | 1 | | | | | | — | | | | | | 2 | | | | | | — | | | | | | 2 | | |

| Total | | | 834 | | | | | | 40 | | | | | | 22 | | | | | | 896 | | | | | | — | | | | | | 2 | | | | | | 1 | | | | | | 3 | | |

| United States | | | 704 | | | | | | 37 | | | | | | 18 | | | | | | 759 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 1 | | |

| Total | | | 704 | | | | | | 38 | | | | | | 18 | | | | | | 760 | | | | | | — | | | | | | 2 | | | | | | 1 | | | | | | 3 | | |

| China | | | 3 | | | | | | 3 | | | | | | 3 | | | | | | 3 | | | | | | 4 | | | | | | 4 | | |

| China | | | 3 | | | | | | 3 | | | | | | 3 | | | | | | 3 | | | | | | 3 | | | | | | 3 | | |

| 2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

As of February [removed: 12, 2021,] [added: 11, 2022,] there were approximately [removed: 2,060] [added: 2,000] record holders and approximately [removed: 321,000] [added: 749,000] beneficial owners of EOG's common stock.

| Period | | | | | | (a) Total Number of Shares Purchased (1) | | | | | | (b) Average Price Paid per Share | | | | | | (c) Total Number of Shares [added: or Value of Shares] Purchased as Part of Publicly Announced Plans or Programs | | | | | | (d) Maximum Number [added: (or Approximate Dollar Value)] of Shares that May Yet Be Purchased Under the Plans or Programs [removed: (2)] [added: (2)(3)] | | |

(1)The [removed: 27,118] [added: 78,760] total shares for the quarter ended December 31, [removed: 2020,] [added: 2021,] and the [removed: 389,613] [added: 503,667] total shares for the full year [removed: 2020,] [added: 2021,] consist solely of shares that were withheld by or returned to EOG (i) in satisfaction of tax withholding obligations that arose upon the exercise of employee stock options or stock-settled stock appreciation rights or the vesting of restricted stock, restricted stock unit or performance unit grants or (ii) in payment of the exercise price of employee stock options.

(2)In September 2001, the Board authorized the repurchase of up to 10,000,000 shares of EOG's common [removed: stock.][added: stock (September 2001 Authorization).]

[removed: During 2020,] EOG did not repurchase any shares under the [removed: Board-authorized repurchase program.][added: November 2021 Authorization during the period from November 4, 2021 through December 31, 2021.]

1.$100 was invested on December 31, [removed: 2015] [added: 2016] in each of the following: common stock of EOG, the S&P 500 and the S&P O&G E&P.

(Performance Results Through December 31, [removed: 2020)][added: 2021)]

[removed: ][added: ]

| | | | [removed: 2015] [added: 2016] | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | |

EOG expects to continue to pay dividends to its stockholders; however, EOG's Board may reduce the dividend or cease declaring dividends at any time, including if it determines that EOG's current or forecasted future cash flows provided by its operating activities (after deducting capital expenditures and other commitments) are not sufficient to pay EOG's desired levels of dividends to its stockholders or to pay dividends to its stockholders at all.

For additional discussion, see ITEM 1A, Risk Factors.

| October 1, 2021 - October 31, 2021 | | | | | | 40,557 | | | | | | $ | 89.42 | | | | | — | | | | | | 6,386,200 | | |

| November 1, 2021 - November 30, 2021 | | | | | | 22,852 | | | | | | 94.24 | | | | | | — | | | | | | $ | 5,000,000,000 | |

| December 1, 2021 - December 31, 2021 | | | | | | 15,351 | | | | | | 86.38 | | | | | | — | | | | | | $ | 5,000,000,000 | |

| Total | | | | | | 78,760 | | | | | | $ | 90.22 | | | | | | | | | | | | | |

These shares do not count against either the September 2001 Authorization or the November 2021 Authorization (each as defined and further discussed below).

The September 2001 Authorization was announced on October 2, 2001.

EOG did not repurchase any shares under the September 2001 Authorization during the fourth quarter 2021 (through November 3, 2021) and last repurchased shares under the September 2001 Authorization in March 2003.

(3)Effective November 4, 2021, the Board (i) established a new share repurchase authorization to allow for the repurchase by EOG of up to $5 billion of its common stock (November 2021 Authorization) and (ii) revoked and terminated the September 2001 Authorization.

Under the November 2021 Authorization (which was announced November 4, 2021), EOG may repurchase shares from time to time, at management's discretion, in accordance with applicable securities laws, including through open market transactions, privately negotiated transactions or any combination thereof.

The timing and amount of repurchases, if any, will be at the discretion of EOG's management and will depend on a variety of factors, including the then-trading price of EOG's common stock, corporate and regulatory requirements, and other market and economic conditions.

Repurchased shares will be held as treasury shares and will be available for general corporate purposes.

The November 2021 Authorization has no time limit, does not require EOG to repurchase a specific number of shares and may be modified, suspended, or terminated by the Board at any time.

| EOG | | | $ | 100.00 | | | | | $ | 107.47 | | | | | $ | 87.41 | | | | | $ | 84.96 | | | | | $ | 51.97 | | | | | $ | 95.82 | |

| S&P 500 | | | $ | 100.00 | | | | | $ | 121.83 | | | | | $ | 116.49 | | | | | $ | 153.17 | | | | | $ | 181.36 | | | | | $ | 233.43 | |

| S&P O&G E&P | | | $ | 100.00 | | | | | $ | 93.70 | | | | | $ | 75.43 | | | | | $ | 84.50 | | | | | $ | 55.41 | | | | | $ | 103.66 | |

| October 1, 2020 - October 31, 2020 | | | | | | 3,892 | | | | | | $ | 34.56 | | | | | — | | | | | | 6,386,200 | | |

| November 1, 2020 - November 30, 2020 | | | | | | 3,678 | | | | | | 41.84 | | | | | | — | | | | | | 6,386,200 | | |

| December 1, 2020 - December 31, 2020 | | | | | | 19,548 | | | | | | 52.21 | | | | | | — | | | | | | 6,386,200 | | |

| Total | | | | | | 27,118 | | | | | | $ | 48.27 | | | | | | | | | | | | | |

These shares do not count against the 10 million aggregate share repurchase authorization of EOG's Board discussed below.

EOG last repurchased shares under this program in March 2003.

| EOG | | | $ | 100.00 | | | | | $ | 144.04 | | | | | $ | 154.79 | | | | | $ | 125.91 | | | | | $ | 122.37 | | | | | $ | 74.85 | |

| S&P 500 | | | $ | 100.00 | | | | | $ | 111.96 | | | | | $ | 136.40 | | | | | $ | 130.42 | | | | | $ | 171.49 | | | | | $ | 203.05 | |

| S&P O&G E&P | | | $ | 100.00 | | | | | $ | 132.83 | | | | | $ | 124.46 | | | | | $ | 100.19 | | | | | $ | 112.23 | | | | | $ | 73.61 | |

(In Thousands, Except Per Share Data)

The following selected consolidated financial information should be read in conjunction with ITEM 7, Management's Discussion and Analysis of Financial Condition and Results of Operations and ITEM 8, Financial Statements and Supplementary Data.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Year Ended December 31 | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| Statement of Income Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating Revenues and Other (1) | | | | | | $ | 11,032,048 | | | | | $ | 17,379,973 | | | | | $ | 17,275,399 | | | | | $ | 11,208,320 | | | | | $ | 7,650,632 | |

| Operating Income (Loss) | | | | | | $ | (544,016) | | | | | $ | 3,699,011 | | | | | $ | 4,469,346 | | | | | $ | 926,402 | | | | | $ | (1,225,281) | |

| Net Income (Loss) | | | | | | $ | (604,572) | | | | | $ | 2,734,910 | | | | | $ | 3,419,040 | | | | | $ | 2,582,579 | | | | | $ | (1,096,686) | |

| Net Income (Loss) Per Share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | | | | $ | (1.04) | | | | | $ | 4.73 | | | | | $ | 5.93 | | | | | $ | 4.49 | | | | | $ | (1.98) | |

| Diluted | | | | | | $ | (1.04) | | | | | $ | 4.71 | | | | | $ | 5.89 | | | | | $ | 4.46 | | | | | $ | (1.98) | |

| Dividends Per Common Share | | | | | | $ | 1.50 | | | | | $ | 1.0825 | | | | | $ | 0.81 | | | | | $ | 0.67 | | | | | $ | 0.67 | |

| Average Number of Common Shares | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | | | | 578,949 | | | | | | 577,670 | | | | | | 576,578 | | | | | | 574,620 | | | | | | 553,384 | | |

| Diluted | | | | | | 578,949 | | | | | | 580,777 | | | | | | 580,441 | | | | | | 578,693 | | | | | | 553,384 | | |

| At December 31 | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total Property, Plant and Equipment, Net | | | | | | $ | 28,598,627 | | | | | $ | 30,364,595 | | | | | $ | 28,075,519 | | | | | $ | 25,665,037 | | | | | $ | 25,707,078 | |

| Total Assets (2) (3) (4) | | | | | | 35,804,601 | | | | | | 37,124,608 | | | | | | 33,934,474 | | | | | | 29,833,078 | | | | | | 29,299,201 | | |

| Total Debt | | | | | | 5,816,405 | | | | | | 5,175,443 | | | | | | 6,083,262 | | | | | | 6,387,071 | | | | | | 6,986,358 | | |

| Total Stockholders' Equity | | | | | | 20,301,887 | | | | | | 21,640,716 | | | | | | 19,364,188 | | | | | | 16,283,273 | | | | | | 13,981,581 | | |

(1) Effective January 1, 2018, EOG adopted the provisions of Accounting Standards Update (ASU) 2014-09, "Revenue From Contracts With Customers" (ASU 2014-09).

In connection with the adoption of ASU 2014-09, EOG presents natural gas processing fees relating to certain processing and marketing agreements within its United States segment as Gathering and Processing Costs instead of as a deduction to Natural Gas Revenues.

There was no impact to operating income, net income or cash flows resulting from changes to the presentation of natural gas processing fees.

EOG elected to adopt ASU 2014-09 using the modified retrospective approach with no reclassification of amounts for the years ended December 31, 2017 and 2016 (see Note 1 to Consolidated Financial Statements).

(2) Effective January 1, 2020, EOG adopted the provisions of ASU 2016-13, "Measurement of Credit Losses on Financial Instruments" (ASU 2016-13).

ASU 2016-13 changes the impairment model for financial assets and certain other instruments by requiring entities to adopt a forward-looking expected loss model that will result in earlier recognition of credit losses.

EOG elected to adopt ASU 2016-13 using the modified retrospective approach with a cumulative-effect adjustment to retained earnings as of the effective date.

Financial results reported in periods prior to January 1, 2020, are unchanged.

There was no impact to retained earnings upon adoption of ASU 2016-13 and EOG expects current and future credit losses to be immaterial.

EOG continues to monitor the credit risk from third-party companies to determine if expected credit losses may become material.

(3) Effective January 1, 2019, EOG adopted the provisions of ASU 2016-02, "Leases (Topic 842)" (ASU 2016-02), which require that lessees recognize a right-of-use (ROU) asset and related lease liability, representing the obligation to make lease payments of certain lease transactions, on the Consolidated Balance Sheets.

EOG elected to adopt ASU 2016-02 and other related ASUs using the modified retrospective approach with a cumulative-effect adjustment to the opening balance of retained earnings as of the effective date.

Financial results reported in periods prior to January 1, 2019, are unchanged.

There was no impact to retained earnings upon adoption of ASU 2016-02 and other related ASUs.

See Notes 1 and 18 to Consolidated Financial Statements.

(4) Effective January 1, 2017, EOG adopted the provisions of ASU 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes" (ASU 2015-17), which simplifies the presentation of deferred taxes in a classified balance sheet by eliminating the requirement to separate deferred income tax liabilities and assets into current and noncurrent amounts.

Instead, ASU 2015-17 requires that all deferred tax liabilities and assets be shown as noncurrent in a classified balance sheet.

In connection with the adoption of ASU 2015-17, EOG restated $160 million from deferred tax liabilities to deferred tax assets on its Consolidated Balance Sheet at December 31, 2016.

*Disclosure Controls and Procedures.* EOG's management, with the participation of EOG's principal executive officer and principal financial officer, evaluated the effectiveness of EOG's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act)) as of December 31, [removed: 2020.][added: 2021.]

Based on that evaluation, EOG's principal executive officer and principal financial officer have concluded that EOG's disclosure controls and procedures were effective as of December 31, [removed: 2020.][added: 2021.]

EOG's management assessed the effectiveness of EOG's internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in *Internal Control - Integrated Framework (2013).* Based on this assessment and such criteria, EOG's management believes that EOG's internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

There were no changes in EOG's internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2020,] [added: 2021,] that have materially affected, or are reasonably likely to materially affect, EOG's internal control over financial reporting.

PART III

None.

PART III

The information required by this Item is incorporated by reference from (i) EOG's Definitive Proxy Statement with respect to its [removed: 2021] [added: 2022] Annual Meeting of Stockholders to be filed not later than April 30, [removed: 2021] [added: 2022] and (ii) Item 1 of this report, specifically the information therein set forth under the caption "Information About Our Executive Officers."

The information required by this Item is incorporated by reference from EOG's Definitive Proxy Statement with respect to its [removed: 2021] [added: 2022] Annual Meeting of Stockholders to be filed not later than April 30, [removed: 2021.][added: 2022.]

The Compensation [added: and Human Resources] Committee Report and related information incorporated by reference herein shall not be deemed "soliciting material" or to be "filed" with the United States Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or Securities Exchange Act of 1934, as amended, except to the extent that EOG specifically incorporates such information by reference into such a filing.

The information required by this Item with respect to security ownership of certain beneficial owners and management is incorporated by reference from EOG's Definitive Proxy Statement with respect to its [removed: 2021] [added: 2022] Annual Meeting of Stockholders to be filed not later than April 30, [removed: 2021.][added: 2022.]

[removed: *Stock Plans Approved by EOG Stockholders.*] EOG's stockholders approved the EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (2008 Plan) at the 2008 Annual Meeting of Stockholders in May 2008.

[removed: At the 2013 Annual Meeting of Stockholders in May 2013,] [added: *Stock Plans Approved by EOG Stockholders.*] EOG's stockholders approved the [removed: Amended and Restated] EOG Resources, Inc. [removed: 2008] [added: 2021] Omnibus Equity Compensation Plan [removed: (Amended and Restated 2008 Plan).][added: (2021 Plan) at the 2021 Annual Meeting of Stockholders in April 2021.]

[removed: As more fully discussed in] [added: At] the [removed: Amended and Restated 2008 Plan document,] [added: 2013 Annual Meeting of Stockholders in May 2013, EOG's stockholders approved] the Amended and Restated 2008 Plan, [removed: among other things, authorizes] [added: authorizing] an additional 31.0 million shares of EOG common stock for grant under the plan and [removed: extends] [added: extending] the expiration date of the plan to May 2023.

Under the [removed: Amended and Restated 2008] [added: 2021] Plan, grants may be made to employees and non-employee members of EOG's [removed: Board.][added: Board of Directors (Board).]

Also at the 2010 Annual Meeting, an amendment to the EOG Resources, Inc. Employee Stock Purchase Plan (ESPP) was approved to increase the shares available for grant by 2.0 million [removed: shares.][added: shares and extend the term of the ESPP to December 31, 2019, unless terminated earlier by its terms or by EOG.]

The ESPP was originally approved by EOG's stockholders in [removed: 2001,] [added: 2001] and would have expired on July 1, 2011.

Under the Deferral Plan (as subsequently amended), payment of up to 50% of base salary and 100% of annual cash bonus, director's fees, vestings of restricted stock units granted to non-employee directors (and dividends credited thereon) under the 2008 Plan and [added: the 2021 Plan and] 401(k) refunds (as defined in the Deferral Plan) may be deferred into a phantom stock account.

As of December 31, [removed: 2020, 368,745] [added: 2021, 401,535] phantom shares had been issued.

The following table sets forth data for EOG's equity compensation plans aggregated by the various plans approved by EOG's stockholders and those plans not approved by EOG's stockholders, in each case as of December 31, [removed: 2020.][added: 2021.]

| Equity Compensation Plans Not Approved by EOG Stockholders | | | | | | [removed: 248,363] [added: 300,920] | | | (4) | | | N/A | | | | | | [removed: 171,255] [added: 138,465] | | | (5) | | |

(1)The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding stock option and SAR grants and does not reflect [added: (i)] shares that will be issued upon the vesting of outstanding [added: grants of] restricted stock [removed: unit] [added: units or the vesting of outstanding grants of performance units] and [added: restricted stock units with performance-based conditions (collectively,] performance [removed: unit grants,] [added: units)] or [added: (ii) shares that will be issued in respect of issued and outstanding] Deferral Plan phantom shares, all of which have no exercise price.

(2)Amount includes [removed: 954,949] [added: (i) 9,968,540] outstanding [added: stock option and SAR grants, (ii) 876,476 outstanding] restricted stock units, for which shares of EOG common stock will be issued, on a one-for-one basis, upon the vesting of such [added: grants, and (iii) 679,111 outstanding performance units and assumes, for purposes of this table, (A) the application of a 100% performance multiple upon the completion of each of the remaining performance periods in respect of such grants and (B) accordingly, the issuance, on a one-for-one basis, of an aggregate 679,111 shares of EOG common stock upon the vesting of such] grants.

[removed: Amount also includes 612,951 outstanding performance units and assumes, for purposes of this table, (i)] [added: As more fully discussed in Note 7 to Consolidated Financial Statements, upon] the application of [removed: a 100%] [added: the relevant] performance multiple [removed: upon] [added: at] the completion of each of the remaining performance periods in respect of such [added: grants, (A) a minimum of 0 and a maximum of 1,358,222] performance [removed: unit grants] [added: units could be outstanding] and [removed: (ii)] [added: (B)] accordingly, [removed: the issuance, on] a [removed: one-for-one basis,] [added: minimum] of [removed: an aggregate 612,951] [added: 0 and a maximum of 1,358,222] shares of EOG common stock [added: could be issued] upon the vesting of such grants.

(3)Consists of (i) [removed: 1,996,101] [added: 17,500,011] shares remaining available for issuance under the [removed: Amended and Restated 2008] [added: 2021] Plan and (ii) [removed: 1,895,443] [added: 1,579,170] shares remaining available for purchase under the ESPP.

(4)Consists of shares of EOG common stock to be issued in accordance with the Deferral Plan and participant deferral elections (i.e., in respect of the [removed: 248,363] [added: 300,920] phantom shares issued and outstanding under the Deferral Plan as of December 31, [removed: 2020).][added: 2021).]

From and after the April 29, 2021 effective date of the 2021 Plan, no further grants have been (or will be) made from the Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (Amended and Restated 2008 Plan).

The 2021 Plan provides for grants of stock options, SARs, restricted stock and restricted stock units and other stock-based awards, up to an aggregate maximum of 20 million shares of EOG common stock, plus any shares that were subject to outstanding awards under the Amended and Restated 2008 Plan as of April 29, 2021 that subsequently are canceled or forfeited, expire or are otherwise not issued or are settled in cash.

The 2008 Plan provided for grants of stock options, SARs, restricted stock, restricted stock units, performance units and other stock-based awards to employees and non-employee members of EOG's Board.

At the 2010 Annual Meeting of Stockholders in April 2010 (2010 Annual Meeting), EOG's stockholders approved an amendment to the 2008 Plan, authorizing an additional 13.8 million shares of EOG common stock for grant under the plan.

| Equity Compensation Plans Approved by EOG Stockholders | | | | | | 11,524,127 | | | (2) | | | $ | 84.37 | | | | | 19,079,181 | | | (3) | | |

| Total | | | | | | 11,825,047 | | | | | | $ | 84.37 | | | | | 19,217,646 | | | | | |

As noted above, from and after the April 29, 2021 effective date of the 2021 Plan, no further grants have been (or will be) made from the Amended and Restated 2008 Plan.

At the 2010 Annual Meeting of Stockholders in April 2010 (2010 Annual Meeting), an amendment to the 2008 Plan was approved, pursuant to which the number of shares of common stock available for future grants of stock options, stock-settled stock appreciation rights (SARs), restricted stock, restricted stock units, performance units and other stock-based awards under the 2008 Plan was increased by an additional 13.8 million shares, to an aggregate maximum of 25.8 million shares plus shares underlying forfeited or canceled grants under the prior stock plans referenced in the 2008 Plan document.

The amendment also extended the term of the ESPP to December 31, 2019, unless terminated earlier by its terms or by EOG.

| Equity Compensation Plans Approved by EOG Stockholders | | | | | | 11,753,761 | | | (2) | | | $ | 84.08 | | | | | 3,891,544 | | | (3) | | |

| Total | | | | | | 12,002,124 | | | | | | $ | 84.08 | | | | | 4,062,799 | | | | | |

As more fully discussed in Note 7 to Consolidated Financial Statements, upon the application of the relevant performance multiple at the completion of each of the remaining performance periods in respect of such grants, (A) a minimum of 76,785 and a maximum of 1,149,117 performance units could be outstanding and (B) accordingly, a minimum of 76,785 and a maximum of 1,149,117 shares of EOG common stock could be issued upon the vesting of such grants.

Pursuant to the fungible share design of the Amended and Restated 2008 Plan, each share issued as a SAR or stock option under the Amended and Restated 2008 Plan counts as 1.0 share against the aggregate plan share limit, and each share issued as a "full value award" (i.e., as restricted stock, restricted stock units or performance units) counts as 2.45 shares against the aggregate plan share limit.

Thus, from the 1,996,101 shares remaining available for issuance under the Amended and Restated 2008 Plan, (i) the maximum number of shares we could issue as SAR and stock option awards is 1,996,101 (i.e., if all shares remaining available for issuance under the Amended and Restated 2008 Plan are issued as SAR and stock option awards) and (ii) the maximum number of shares we could issue as full value awards is 814,735 (i.e., if all shares remaining available for issuance under the Amended and Restated 2008 Plan are issued as full value awards).

The information required by this Item is incorporated by reference from EOG's Definitive Proxy Statement with respect to its [removed: 2021] [added: 2022] Annual Meeting of Stockholders to be filed not later than April 30, [removed: 2021.][added: 2022.]

The information required by this Item is incorporated by reference from EOG's Definitive Proxy Statement with respect to its [removed: 2021] [added: 2022] Annual Meeting of Stockholders to be filed not later than April 30, [removed: 2021.][added: 2022.]

| Management's Responsibility for Financial Reporting | | | [removed: F-[2](#i36512e577a374add906551de45e5fa46_130)] [added: F-[2](#i708734cc2fd04e1ab22195cd1820b85d_133)] | | |

| Report of Independent Registered Public Accounting Firm [added: (PCAOB ID No. 34)] | | | [removed: F-[3](#i36512e577a374add906551de45e5fa46_133)] [added: F-[3](#i708734cc2fd04e1ab22195cd1820b85d_136)] | | |

| Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for Each of the Three Years in the Period Ended December 31, [removed: 2020] [added: 2021] | | | [removed: F-[6](#i36512e577a374add906551de45e5fa46_136)] [added: F-[5](#i708734cc2fd04e1ab22195cd1820b85d_139)] | | |

| Consolidated Balance Sheets - December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] | | | [removed: F-[7](#i36512e577a374add906551de45e5fa46_139)] [added: F-[6](#i708734cc2fd04e1ab22195cd1820b85d_142)] | | |

| Consolidated Statements of Stockholders' Equity for Each of the Three Years in the Period Ended December 31, [removed: 2020] [added: 2021] | | | [removed: F-[8](#i36512e577a374add906551de45e5fa46_145)] [added: F-[7](#i708734cc2fd04e1ab22195cd1820b85d_145)] | | |

| Consolidated Statements of Cash Flows for Each of the Three Years in the Period Ended December 31, [removed: 2020] [added: 2021] | | | [removed: F-[9](#i36512e577a374add906551de45e5fa46_151)] [added: F-[8](#i708734cc2fd04e1ab22195cd1820b85d_148)] | | |

| Notes to Consolidated Financial Statements | | | [removed: F-[10](#i36512e577a374add906551de45e5fa46_154)] [added: F-[9](#i708734cc2fd04e1ab22195cd1820b85d_151)] | | |

| Supplemental Information to Consolidated Financial Statements | | | [removed: F-[43](#i36512e577a374add906551de45e5fa46_232)] [added: F-[39](#i708734cc2fd04e1ab22195cd1820b85d_229)] | | |

EOG's management assessed the effectiveness of EOG's internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Based on this assessment and those criteria, management believes that EOG maintained effective internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

| [removed: WILLIAM R. THOMAS] | | | [added: (William R. Thomas)] | | | [removed: TIMOTHY K. DRIGGERS] | | |

| [removed: *Chairman of the Board and*] [added: *Chief Executive Officer*] | | | | | | *Executive Vice President and Chief* | | |

| [removed: *Chief Executive Officer*] | | | | | | *Financial Officer* | | |

We have audited the accompanying consolidated balance sheets of EOG Resources, Inc. and subsidiaries (the "Company") as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income [added: (loss)] and comprehensive [removed: income,] [added: income (loss),] stockholders' equity, and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes (collectively referred to as the “financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on the criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

Proved Oil and Gas Properties and Depletion [removed: and Impairment] – Crude Oil and Condensate, NGLs, and Natural Gas Reserves [removed: —Refer] [added: — Refer] to [removed: Notes 1, 13 and 14] [added: Note 1] to the Financial Statements

The Company’s [added: capitalized costs of] proved oil and natural gas properties are depleted using the units of production method [removed: and are evaluated for impairment by comparison to the future net cash flows of the underlying] [added: based on estimated] proved [removed: crude oil, natural gas liquids (NGLs) and natural gas] reserves.

The development of the Company’s [added: estimated proved] crude oil, NGLs and natural gas reserve volumes [removed: and the related future net cash flows] requires management to make significant estimates and [removed: scheduling assumptions related to the five-year development plan for proved undeveloped reserves, future crude oil, NGLs and natural gas prices, and future well costs.][added: assumptions.]

Proved oil and gas properties were $23 billion as of December 31, [removed: 2020,] [added: 2021, net of accumulated depletion,] and depletion [removed: and proved property impairment were $3.2 billion and $1.3] [added: was $3.5] billion, [removed: respectively,] for the year then ended.

Given the significant judgments made by management, performing audit procedures to evaluate the Company’s [added: estimated] proved crude oil, NGLs and natural gas reserve [removed: quantities and the related future net cash flows including management’s estimates and assumptions related to the five-year development plan, future crude oil, NGLs and natural gas prices and future well costs,] [added: quantities,] required a high degree of auditor judgment and an increased extent of [removed: effort, including the need to involve our fair value specialists.][added: effort.]

Our audit procedures related to management’s [added: significant] estimates and assumptions related to crude oil, NGLs and natural gas reserve quantities [removed: and estimates of future net cash flows] included the following, among others:

- We tested the [added: operating] effectiveness of controls over the Company’s estimation of proved crude oil, NGLs and natural gas reserve [removed: quantities and related future net cash flows, including controls relating to the five-year development plan, future crude oil, NGLs and natural gas prices and future well costs.][added: quantities.]

- [removed: With the assistance of our fair value specialists, we] [added: We] evaluated [removed: management’s] [added: the Company’s] estimated [removed: future] [added: proved] crude oil, NGLs and natural gas [removed: prices] [added: reserve quantities] by:

◦Comparing the Company’s reserve [removed: volumes] [added: estimated future production] to historical production volumes.

[removed: ◦Understanding] [added: ◦Evaluating] the experience, qualifications, and objectivity of the Company’s reserve engineers and the independent petroleum [removed: consultants.][added: consultants, including the methodologies used to estimate proved crude oil, NGLs and natural gas reserve quantities.]

(In [removed: Thousands,] [added: Millions,] Except Per Share Data)

| Year Ended December 31 | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Natural Gas | | | [removed: 837,133] [added: 2,444] | | | | | | [removed: 1,184,095] [added: 837] | | | | | | [removed: 1,301,537] [added: 1,184] | | |

| Gains [removed: (Losses)] on Mark-to-Market Commodity Derivative Contracts | | | [removed: 1,144,737] [added: 180] | | | | | | [removed: 180,275] [added: —] | | | | | | [removed: (165,640)] [added: —] | | | [added: | | | 180 | | |]

| Gathering, Processing and Marketing | | | [removed: 2,582,984] [added: 5,355] | | | | | | [removed: 5,360,282] [added: 5] | | | | | | [removed: 5,230,355] [added: —] | | | [added: | | | 5,360 | | |]

| Gains (Losses) on Asset Dispositions, Net | | | [removed: (46,883)] [added: (40)] | | | | | | [removed: 123,613] [added: (2)] | | | | | | [removed: 174,562] [added: 59] | | | [added: | | | 17 | | |]

| Other, Net | | | [removed: 60,954] [added: 134] | | | | | | [removed: 134,358] [added: —] | | | | | | [removed: 89,635] [added: —] | | | [added: | | | 134 | | |]

| Gathering and Processing Costs | | | [removed: 459,211] [added: 559] | | | | | | [removed: 479,102] [added: 459] | | | | | | [removed: 436,973] [added: 479] | | |

| Dry Hole Costs | | | [removed: 13,083] [added: 71] | | | | | | [removed: 28,001] [added: 13] | | | | | | [removed: 5,405] [added: 28] | | |

| Depreciation, Depletion and Amortization | | | [removed: 3,400,353] [added: 3,324] | | | | | | [removed: 3,749,704] [added: 60] | | | | | | [removed: 3,435,408] [added: 16] | | | [added: | | | 3,400 | | |]

| Taxes Other Than Income | | | [removed: 477,934] [added: 1,047] | | | | | | [removed: 800,164] [added: 478] | | | | | | [removed: 772,481] [added: 800] | | |

| Operating Income (Loss) | | | [removed: (544,016)] [added: 6,102] | | | | | | [removed: 3,699,011] [added: (544)] | | | | | | [removed: 4,469,346] [added: 3,699] | | |

| Other Income, Net | | | [removed: 10,228] [added: 9] | | | | | | [removed: 31,385] [added: 10] | | | | | | [removed: 16,704] [added: 31] | | |

| EZRA Y. YACOB | | | | | | TIMOTHY K. DRIGGERS | | |

Changes in these assumptions could materially affect the Company’s estimated reserve quantities and the amount of depletion.

◦Assessing the reasonableness of the production volume decline curves by comparing to historical decline curve estimates.

| Crude Oil and Condensate | | | $ | 11,125 | | | | | $ | 5,786 | | | | | $ | 9,613 | |

| Natural Gas Liquids | | | 1,812 | | | | | | 668 | | | | | | 785 | | |

| Total | | | 18,642 | | | | | | 11,032 | | | | | | 17,380 | | |

| Lease and Well | | | 1,135 | | | | | | 1,063 | | | | | | 1,367 | | |

| Transportation Costs | | | 863 | | | | | | 735 | | | | | | 758 | | |

| Exploration Costs | | | 154 | | | | | | 146 | | | | | | 140 | | |

| Impairments | | | 376 | | | | | | 2,100 | | | | | | 518 | | |

| Marketing Costs | | | 4,173 | | | | | | 2,698 | | | | | | 5,352 | | |

| General and Administrative | | | 511 | | | | | | 484 | | | | | | 489 | | |

| Total | | | 12,540 | | | | | | 11,576 | | | | | | 13,681 | | |

| Incurred | | | 211 | | | | | | 236 | | | | | | 223 | | |

| Capitalized | | | (33) | | | | | | (31) | | | | | | (38) | | |

| Net Income (Loss) | | | $ | 4,664 | | | | | $ | (605) | | | | | $ | 2,735 | |

| Basic | | | 581 | | | | | | 579 | | | | | | 578 | | |

| Diluted | | | 584 | | | | | | 579 | | | | | | 581 | | |

| Net Income (Loss) | | | $ | 4,664 | | | | | $ | (605) | | | | | $ | 2,735 | |

| Comprehensive Income (Loss) | | | $ | 4,664 | | | | | $ | (612) | | | | | $ | 2,732 | |

| Cash and Cash Equivalents | | | $ | 5,209 | | | | | $ | 3,329 | |

| Inventories | | | 584 | | | | | | 629 | | |

| Other | | | 456 | | | | | | 294 | | |

| Total | | | 8,584 | | | | | | 5,862 | | |

| Other Assets | | | 1,215 | | | | | | 1,342 | | |

| Total Assets | | | $ | 38,236 | | | | | $ | 35,805 | |

| Accrued Taxes Payable | | | 518 | | | | | | 206 | | |

| Other | | | 300 | | | | | | 280 | | |

| Total | | | 4,042 | | | | | | 3,460 | | |

| Other Liabilities | | | 2,193 | | | | | | 2,149 | | |

| Retained Earnings | | | 15,919 | | | | | | 14,170 | | |

| Total Stockholders' Equity | | | 22,180 | | | | | | 20,302 | | |

| Balance at December 31, 2018 | | | $ | 206 | | | | | $ | 5,659 | | | | | $ | (2) | | | | | $ | 13,543 | | | | | $ | (42) | | | | | $ | 19,364 | |

| Balance at December 31, 2019 | | | 206 | | | | | | 5,817 | | | | | | (5) | | | | | | 15,649 | | | | | | (27) | | | | | | 21,640 | | |

| Balance at December 31, 2020 | | | 206 | | | | | | 5,945 | | | | | | (12) | | | | | | 14,170 | | | | | | (7) | | | | | | 20,302 | | |

| Stock-Based Compensation Expenses | | | — | | | | | | 152 | | | | | | — | | | | | | — | | | | | | — | | | | | | 152 | | |

| Balance at December 31, 2021 | | | $ | 206 | | | | | $ | 6,087 | | | | | $ | (12) | | | | | $ | 15,919 | | | | | $ | (20) | | | | | $ | 22,180 | |

(In Millions)

| Year Ended December 31 | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

| Net Income (Loss) | | | $ | 4,664 | | | | | $ | (605) | | | | | $ | 2,735 | |

EOG RESOURCES, INC.

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| February 25, 2021 | | | | | | | | |

Changes in these assumptions could have a significant impact on the amount of depletion and any proved oil and gas impairment.

- We evaluated the reasonableness of management’s five-year development plan by comparing the forecasts to:

◦Historical conversions of proved undeveloped reserves.

◦Internal communications to management and the Board of Directors.

◦Approval for expenditures.

◦Analyst and industry reports for the Company and certain of its peer companies.

◦Understanding the methodology used by management for development of the future prices and comparing the estimated prices to an independently determined range of prices.

◦Comparing management’s estimates to published forward pricing indices and third-party industry sources.

◦Evaluating the historical realized price differentials incorporated in the future crude oil, NGLs and natural gas prices.

- We evaluated the reasonableness of capital expenditures (well costs) by comparing the estimate to:

◦Historical development of similar wells drilled.

◦Analyst and industry reports.

- We evaluated the Company’s oil and natural gas reserve volumes by:

◦Evaluating the reasonableness of the production volume decline curves.

February 25, 2021

| Crude Oil and Condensate | | | $ | 5,785,609 | | | | | $ | 9,612,532 | | | | | $ | 9,517,440 | |

| Natural Gas Liquids | | | 667,514 | | | | | | 784,818 | | | | | | 1,127,510 | | |

| Total | | | 11,032,048 | | | | | | 17,379,973 | | | | | | 17,275,399 | | |

| Lease and Well | | | 1,063,374 | | | | | | 1,366,993 | | | | | | 1,282,678 | | |

| Transportation Costs | | | 734,989 | | | | | | 758,300 | | | | | | 746,876 | | |

| Exploration Costs | | | 145,788 | | | | | | 139,881 | | | | | | 148,999 | | |

| Impairments | | | 2,099,780 | | | | | | 517,896 | | | | | | 347,021 | | |

| Marketing Costs | | | 2,697,729 | | | | | | 5,351,524 | | | | | | 5,203,243 | | |

| General and Administrative | | | 483,823 | | | | | | 489,397 | | | | | | 426,969 | | |

| Total | | | 11,576,064 | | | | | | 13,680,962 | | | | | | 12,806,053 | | |

| Incurred | | | 236,154 | | | | | | 223,421 | | | | | | 269,549 | | |

| Capitalized | | | (30,888) | | | | | | (38,292) | | | | | | (24,497) | | |

| Net Income (Loss) | | | $ | (604,572) | | | | | $ | 2,734,910 | | | | | $ | 3,419,040 | |

| Basic | | | 578,949 | | | | | | 577,670 | | | | | | 576,578 | | |

| Diluted | | | 578,949 | | | | | | 580,777 | | | | | | 580,441 | | |

| Net Income (Loss) | | | $ | (604,572) | | | | | $ | 2,734,910 | | | | | $ | 3,419,040 | |

| Comprehensive Income (Loss) | | | $ | (612,248) | | | | | $ | 2,731,349 | | | | | $ | 3,436,979 | |

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| Cash and Cash Equivalents | | | $ | 3,328,928 | | | | | $ | 2,027,972 | |

| Inventories | | | 629,401 | | | | | | 767,297 | | |