EOG Resources (EOG) 10-K risk factor changes: FY2022 vs FY2021

- the duration and economic and financial impact of epidemics, pandemics or other public health issues, such as the [removed: ongoing] COVID-19 pandemic;

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

- the nature and extent of governmental regulation, including environmental and other climate change-related regulation, regulation of [removed: derivatives] [added: financial derivative] 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;

The above-described factors and the volatility of commodity prices make it difficult to predict crude oil, NGLs and natural gas prices in [removed: 2022] [added: 2023] and thereafter.

Substantial and extended declines in the prices of these commodities can render uneconomic a portion of our exploration, development and exploitation projects, resulting in our having to make downward adjustments to our estimated [removed: proved] reserves and also possibly shut in or plug and abandon certain wells.

*Developments [added: and concerns] related to climate change may have a material and adverse effect on us.*

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 [removed: requirements and] [added: requirements,] energy conservation [removed: measures,] [added: measures and emissions-related legislation,] (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).

In addition to potentially adversely affecting the demand for, and prices of, the crude oil, NGLs and natural gas that we [added: produce and] 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 [added: availability-related] risks on our financial condition and results of operations, see the discussion in the section [removed: below] [added: above] entitled "Risks Related to our Operations."

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 [removed: to us] of [removed: capital.][added: capital to us.]

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 [removed: below] [added: above] entitled "Risks Related to [removed: Regulatory and Legal Matters."][added: Our Operations."]

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 [removed: costs and have other adverse effects (e.g., greater potential for governmental investigations or litigation).][added: costs.]

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

We intend to finance our capital expenditures primarily through our cash flows from [removed: operations,] [added: operations and] cash on hand [removed: 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.

Lower crude oil, NGLs and natural gas prices, however, reduce our cash flows and could also delay or impair our ability to consummate [removed: certain] [added: any] planned [removed: non-core asset sales and] divestitures.

Maintaining our production of crude [removed: oil] [added: oil, NGLs] and natural gas at, or increasing our production from, current levels, is, therefore, highly dependent upon our level of success in acquiring or finding additional reserves, which may be adversely impacted by bans or restrictions on drilling.

- our financial condition, especially in relation to the anticipated future capital expenditures [added: and other commitments] required to conduct our [removed: operations;][added: operations and carry out our business strategy;]

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

We use [added: financial] derivative instruments (primarily financial basis swap, price swap, option, swaption and collar contracts) to hedge the impact of fluctuations in crude oil, NGLs and natural gas prices on our results of operations and cash flows.

A portion of our forecasted production for [removed: 2022] [added: 2023] is subject to fluctuating market prices.

If we are ultimately unable to hedge additional production volumes for [removed: 2022] [added: 2023] and beyond, we may be materially and adversely impacted by any declines in commodity prices, which may result in lower net cash provided by [added: our] operating activities.

- malfunctions of, or damage to, gathering, processing, [removed: compression and] [added: compression, storage,] transportation [added: and export] facilities and equipment and other facilities and equipment utilized in support of our crude oil and natural gas operations.

*Our ability to sell and deliver our crude oil, NGLs and natural gas production could be materially and adversely affected if adequate gathering, processing, compression, storage, [removed: transportation] [added: transportation, refining] and export facilities and equipment are unavailable.*

The sale of our crude oil, NGLs and natural gas production depends on a number of factors beyond our control, including the availability, proximity and capacity of, and costs associated with, gathering, processing, compression, storage, [removed: transportation] [added: transportation, refining] and export facilities and equipment owned by third parties.

In particular, in certain newer plays, the capacity of gathering, processing, compression, storage, [removed: transportation] [added: transportation, refining] and export facilities and equipment may not be sufficient to accommodate potential production from existing and new wells.

In addition, lack of financing, construction and permitting delays, permitting costs and regulatory or other constraints could limit or delay the construction, manufacture or other acquisition of new gathering, processing, compression, storage, [removed: transportation] [added: transportation, refining] and export facilities and equipment by third parties or us, and we may experience delays or increased costs in accessing the pipelines, gathering systems or [removed: rail] [added: transportation] systems necessary to transport our production to points of sale or delivery.

Any significant change in market or other conditions affecting gathering, processing, compression, storage, [removed: transportation] [added: transportation, refining] and export facilities and equipment or the availability of these facilities and equipment, including due to our failure or inability to obtain access to these facilities and equipment on terms acceptable to us or at all, could materially and adversely affect our business and, in turn, our financial condition and results of operations.

Further, severe drought conditions can result in local [removed: water districts] [added: authorities] 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 acquire crude oil, NGLs and natural gas properties, our failure to fully identify existing and potential [removed: problems,] [added: issues,] to accurately estimate reserves, production rates or costs, or to effectively integrate the acquired properties into our operations could materially and adversely affect our business, financial condition and results of operations.*

Although we perform reviews of properties to be acquired in a manner that we believe is duly diligent and consistent with industry practices, reviews of records and properties may not necessarily reveal existing or potential [removed: problems] [added: issues] (such as title or environmental issues), nor may they permit us to become sufficiently familiar with the properties in order to fully assess their deficiencies and potential.

Even when [removed: problems] [added: issues] with a property are identified, we often may assume environmental and other risks and liabilities in connection with acquired properties pursuant to the acquisition agreements.

In addition, there are numerous uncertainties inherent in estimating quantities of crude [removed: oil] [added: oil, NGLs] and natural gas reserves (as discussed further above), actual future production rates and associated costs with respect to acquired properties.

- changes in laws and policies governing [added: the] operations of foreign-based companies;

For the fiscal year ended December 31, [removed: 2021,] [added: 2022,] EOG had no net operating revenues related to operations of our foreign subsidiaries whose functional currency was not the U.S. dollar.

Risks Related to [added: ESG/Sustainability,] Regulatory and Legal Matters

Such rules, regulations, policies and legislation may affect, among other things, (i) permitting for oil and gas drilling on [added: state, tribal and] federal lands, (ii) the leasing of [added: state, tribal and] 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 [added: state, tribal and] federal lands, (v) the calculation of royalty payments in respect of oil and gas production from [added: state, tribal and] federal lands (including, but not limited to, an increase in applicable royalty [removed: percentages) and] [added: percentages),] (vi) U.S. federal income tax laws applicable to oil and gas exploration and production [removed: companies.][added: companies and (vii) the use of financial derivative instruments to hedge the financial impact of fluctuations in crude oil, NGLs and natural gas prices.]

Further, such regulatory, legislative and policy changes may, among other things, result in additional permitting and disclosure requirements, additional operating restrictions and/or the imposition of various conditions and restrictions on drilling and completion operations or other aspects of our business, any of which could lead to operational delays, increased operating and compliance costs and/or other impacts on our business and operations and could materially and adversely affect our business, results of [removed: operations and] [added: operations,] financial [removed: condition.][added: condition and capital expenditures.]

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 [removed: operations and] [added: operations,] financial [removed: condition.][added: condition and capital expenditures.]

Changes in, or additions to, these regulations, could lead to increased operating and compliance costs and, in turn, materially and adversely affect our business, results of [removed: operations and] [added: operations,] financial [removed: condition.][added: condition and capital expenditures.]

Any new requirements, restrictions, conditions or [removed: prohibition] [added: prohibitions] 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.

*Our cost-mitigation initiatives and actions may not offset, largely or at all, the impacts of inflationary pressures on our operating costs and capital expenditures.*

Beginning in the second half of 2021 and continuing throughout 2022, we, similar to other companies in our industry, experienced inflationary pressures on our operating costs and capital expenditures - namely the costs of fuel, steel (i.e., wellbore tubulars and facilities manufactured using steel), labor and drilling and completion services.

Such inflationary pressures on our operating and capital costs, which we currently expect to continue in 2023, have impacted our cash flows and results of operations.

We have undertaken, and plan to continue with, certain initiatives and actions (such as agreements with service providers to secure the costs and availability of services) to mitigate such inflationary pressures.

However, there can be no assurance that such efforts will offset, largely or at all, the impacts of any future inflationary pressures on our operating costs and capital expenditures and, in turn, our cash flows and results of operations.

For additional discussion, see ITEM 7, Management's Discussion and Analysis of Financial Condition and Results of Operations – Overview – Recent Developments.

Also, continuing political and social concerns relating to climate change may have adverse effects on our business and operations, such as a greater potential for shareholder activism, governmental inquiries and enforcement actions and litigation (including, but not limited to, litigation brought by governmental entities and shareholder litigation) and resulting expenses and potential disruption to our day-to-day operations.

Our operations will also be subject to the methane emissions charges, once published by the U.S. EPA, imposed under the Inflation Reduction Act of 2022.

*Our initiatives, targets and ambitions related to emissions and other ESG matters, including our related public statements and disclosures, may expose us to certain risks.*

We have developed, and will continue to develop, targets and ambitions related to our environmental, social and governance (ESG) initiatives, including, but not limited to, our emissions reduction targets and our ambition to reach net zero Scope 1 and Scope 2 GHG emissions by 2040.

Our public disclosures and other statements related to these initiatives, targets and ambitions reflect our plans and expectations at the time such disclosures and statements are made and are not a guarantee the initiatives will be successfully developed, implemented and carried out or that the targets or ambitions will be achieved or achieved on the anticipated timelines.

Our ability to achieve our ESG-related targets and ambitions is subject to numerous factors and conditions, some of which are outside of our control and include evolving government regulation, the pace of changes in technology, the successful development and deployment of existing or new technologies and business solutions on a commercial scale, the availability, timing and cost of necessary equipment, goods, services and personnel, and the availability of requisite financing and federal and state incentive programs.

For example, we are exploring technology to capture and store carbon dioxide emissions, which includes a pilot carbon capture and storage (CCS) project related to our operations.

CCS projects face operational, technological, legal and regulatory risks that could be considerable due to the early-stage nature of such projects and the CCS sector generally.

Our ability to successfully develop, implement and carry out our CCS activities will depend on a number of factors that we will not be able to fully control, including timing of regulatory approvals and availability of subsurface pore space.

Further, financial or tax incentives in respect of CCS projects could be changed or terminated.

In addition, our failure to properly operate a CCS project could put at risk certain governmental tax credits and potentially expose us to commercial, legal, reputational and other risks.

Also, our continuing efforts to research, establish, accomplish and accurately report on our emissions and other ESG-related initiatives, targets and ambitions may create additional operational risks and expenses and expose us to reputational, legal and other risks.

Further, investor and regulatory focus on ESG matters continues to increase.

If our ESG-related initiatives, targets and ambitions do not meet our investors' or other stakeholders' evolving expectations and standards, investment in our stock may be viewed as less attractive and our reputation and contractual, employment and other business relationships may be adversely impacted.

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.

Further, the 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.

*Federal legislation and related regulations regarding derivatives transactions could have a material and adverse impact on our hedging activities.*

As discussed in the risk factor above regarding our hedging activities, we use derivative instruments to hedge the impact of fluctuations in crude oil, NGLs and natural gas prices on our results of operations and cash flows.

In 2010, Congress adopted the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), which, among other matters, provides for federal oversight of the over-the-counter derivatives market and entities that participate in that market and mandates that the Commodity Futures Trading Commission (CFTC), the U.S. Securities and Exchange Commission (SEC) and certain federal agencies that regulate the banking and insurance sectors (the Prudential Regulators) adopt rules or regulations implementing the Dodd-Frank Act and providing definitions of terms used in the Dodd-Frank Act.

The Dodd-Frank Act establishes margin requirements and requires clearing and trade execution practices for certain categories of swaps and may result in certain market participants needing to curtail their derivatives activities.

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 rule imposing position limits (Position Limits Rule).

We qualify as a "non-financial entity" for purposes of the End-User Exception and, as such, we are eligible for such exception.

As a result, our hedging activities are not subject to mandatory clearing or the margin requirements imposed in connection with mandatory clearing.

We also qualify as a "non-financial end user" for purposes of the Margin Rule; therefore, our uncleared swaps are not subject to regulatory margin requirements.

Finally, we believe our hedging activities constitute bona fide hedging under the Position Limits Rule and are therefore not subject to limitation under such rule.

However, many of our hedge counterparties and many other market participants are not eligible for the End-User Exception, are subject to mandatory clearing and the Margin Rule for swaps with some or all of their other swap counterparties, and are subject to the Position Limits Rule.

In addition, the European Union and other non-U.S. jurisdictions have enacted laws and regulations related to derivatives (collectively, Foreign Regulations) which apply to our transactions with counterparties subject to such Foreign Regulations.

The Dodd-Frank Act, the rules adopted thereunder and the Foreign Regulations could increase the cost of derivative contracts, alter the terms of derivative contracts, reduce the availability of derivatives to protect against the price risks we encounter, reduce our ability to monetize or restructure our existing derivative contracts, lessen the number of available counterparties and, in turn, increase our exposure to less creditworthy counterparties.

If our use of derivatives is reduced as a result of the Dodd-Frank Act, related regulations or the Foreign Regulations, our results of operations may become more volatile, and our cash flows may be less predictable, which could adversely affect our ability to plan for, and fund, our capital expenditure requirements.

Any of these consequences could have a material and adverse effect on our business, financial condition and results of operations.

This strategy is intended to enhance the generation of cash flow and earnings from each unit of production on a cost-effective basis, allowing EOG to [removed: deliver] [added: maximize] long-term [removed: growth in] shareholder value and maintain a strong balance sheet.

EOG realized net income of [removed: $4,664] [added: $7,759] million during [removed: 2021] [added: 2022] as compared to [removed: a] net [removed: loss] [added: income] of [removed: $605] [added: $4,664] million for [removed: 2020.][added: 2021.]

At December 31, [removed: 2021,] [added: 2022,] EOG's total estimated net proved reserves were [removed: 3,747] [added: 4,238] million barrels of oil equivalent (MMBoe), an increase of [removed: 527] [added: 491] MMBoe from December 31, [removed: 2020.][added: 2021.]

During [removed: 2021,] [added: 2022,] net proved crude oil and condensate and natural gas liquids (NGLs) reserves increased by [removed: 50] [added: 429] million barrels (MMBbl), and net proved natural gas reserves increased by [removed: 2,862] [added: 369] billion cubic feet or [removed: 477] [added: 62] MMBoe, in each case from December 31, [removed: 2020.][added: 2021.]

See ITEM 1A, Risk [removed: Factors] [added: Factors,] for [removed: discussion of risks] related [removed: to the COVID-19 pandemic.][added: discussion.]

[removed: However, prices] [added: *Commodity Prices.* Prices] for crude oil and condensate, NGLs and natural gas have historically been [removed: volatile, and this volatility is expected to continue.][added: volatile.]

Several important developments have occurred since January 1, [removed: 2021.][added: 2022.]

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

In addition, EOG continued to evaluate certain potential crude oil and condensate, NGLs and natural gas exploration and development prospects and to look for opportunities to add drilling inventory through leasehold acquisitions, farm-ins, exchanges or tactical [added: or bolt-on] acquisitions.

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 75% [removed: and 76%] of [added: EOG's] United States production during [removed: 2021] [added: both 2022] and [removed: 2020, respectively.][added: 2021.]

During [removed: 2021,] [added: 2022, EOG's] drilling and completion activities occurred primarily in the Delaware Basin play, Eagle Ford [removed: oil] play and Rocky Mountain area.

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

See ITEM 1, Business - Exploration and Production for further discussion regarding EOG's [removed: 2021] [added: 2022] United States operations.

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 [removed: gas,] [added: gas] which is sold to the National Gas Company of Trinidad and Tobago Limited and its [removed: subsidiary,] [added: subsidiary (NGC),] and crude oil and condensate which is sold to Heritage Petroleum Company Limited [removed: (Heritage).][added: (Heritage), with the exception of the Modified U(b) Block in which the company ceased to have an interest in the production of natural gas and crude oil and condensate in the fourth quarter of 2022.]

[added: Also in 2022,] EOG [removed: continues to make progress on] [added: completed] the [removed: design and] [added: design,] fabrication [added: and installation] of a platform and related facilities for its previously announced discovery in the Modified U(a) Block.

In [removed: 2022,] [added: 2023,] EOG expects to [removed: drill one net exploratory well in the EOG Area in addition to] [added: complete] three [removed: development wells] [added: developmental] and [removed: one] [added: two] exploratory [removed: well] [added: wells] in the Modified U(a) Block.

*Other International.* In [removed: Australia, on April 22,] [added: November] 2021, a subsidiary of EOG [removed: entered into a purchase and sale agreement to acquire a 100% interest in] [added: was granted an exploration permit for] the WA-488-P Block, located offshore Western Australia.

In 2022, EOG [removed: will continue] [added: continued] preparing for the drilling of an exploration [removed: well] [added: well, the timing of] which [removed: is expected to commence in 2023.][added: will depend on obtaining regulatory approvals and subsequent equipment availability.]

[removed: EOG's partner in Block 49 completed the drilling and testing of] [added: In 2022, EOG drilled] one net exploratory well, which was determined to be [removed: a dry hole.][added: unsuccessful.]

EOG's debt-to-total capitalization ratio was [removed: 19%] [added: 17%] at December 31, [removed: 2021] [added: 2022] and [removed: 22%] [added: 19%] at December 31, [removed: 2020.][added: 2021.]

During [removed: 2021,] [added: 2022,] EOG funded [removed: $4.1] [added: $5.3] billion [removed: ($124] [added: ($153] million of which was non-cash) in exploration and development and other property, plant and equipment expenditures (excluding asset retirement [removed: obligations),] [added: obligations) and] paid [removed: $2,684 million] [added: $5.1 billion] in dividends to common [removed: stockholders and repaid the 2021 Notes,] [added: stockholders,] primarily by utilizing net cash provided from its operating [removed: activities and net proceeds of $231 million from the sale of assets.][added: activities.]

Total anticipated [removed: 2022] [added: 2023] capital expenditures are estimated to range from approximately [removed: $4.3] [added: $5.8] billion to [removed: $4.7] [added: $6.2] billion, excluding [removed: acquisitions and] [added: acquisitions,] non-cash [removed: transactions.][added: transactions and exploration costs.]

The majority of [removed: 2022] [added: 2023] expenditures will be focused on United States crude oil drilling activities.

[removed: *Dividend Declarations and Share Repurchase Authorization.*] On [removed: February 25, 2021, EOG's] [added: November 3, 2022, the] Board [added: (i)] increased the quarterly cash dividend on the common stock from the previous [removed: $0.375] [added: $0.75] per share to [removed: $0.4125] [added: $0.825] per share, effective beginning with the dividend paid on [removed: April] [added: January 31, 2023, to stockholders of record as of January 17, 2023, and (ii) declared a special cash dividend on the common stock of $1.50 per share, paid on December] 30, [removed: 2021,] [added: 2022,] to stockholders of record as of [removed: April 16, 2021.][added: December 15, 2022.]

[removed: See] [added: For related discussion regarding our payment of dividends, see] ITEM [added: 1A, Risk Factors, and ITEM] 5, Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities] [added: Securities, of EOG's Annual Report on Form 10-K] for [removed: additional discussion.][added: the year ended December 31, 2022, filed on February 23, 2023 (EOG's 2022 Annual Report).]

[added: *Dividend Declarations.*] On February 24, 2022, [removed: the] [added: EOG's] Board [added: of Directors (Board)] declared a quarterly cash dividend on the common stock of $0.75 per share [removed: payable] [added: paid on] April 29, 2022, to stockholders of record as of April 15, 2022.

The Board also declared [added: on such date] a special dividend of $1.00 per share [removed: payable] [added: paid on] March 29, 2022, to stockholders of record as of March 15, 2022.

The following review of operations for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] should be read in conjunction with the consolidated financial statements of EOG and notes thereto beginning on page F-1.

During [removed: 2021,] [added: 2022,] operating revenues increased [removed: $7,610] [added: $7,060] million, or [removed: 69%,] [added: 38%,] to [removed: $18,642] [added: $25,702] million from [removed: $11,032] [added: $18,642] million in [removed: 2020.][added: 2021.]

Total wellhead revenues, which are revenues generated from sales of EOG's production of crude oil and condensate, NGLs and natural gas, increased [removed: $8,090] [added: $7,415] million, or [removed: 111%,] [added: 48%,] to [removed: $15,381] [added: $22,796] million in [removed: 2021] [added: 2022] from [removed: $7,291] [added: $15,381] million in [removed: 2020.][added: 2021.]

Revenues from the sales of crude oil and condensate and NGLs in [removed: 2021] [added: 2022] were approximately [removed: 84%] [added: 83%] of total wellhead revenues compared to [removed: 89%] [added: 84%] in [removed: 2020.][added: 2021.]

During [removed: 2021,] [added: 2022,] EOG recognized net losses on the mark-to-market of financial commodity derivative contracts of [removed: $1,152] [added: $3,982] million compared to net [removed: gains] [added: losses] of [removed: $1,145] [added: $1,152] million in [removed: 2020.][added: 2021.]

Gathering, processing and marketing revenues increased [removed: $1,705] [added: $2,408] million during [removed: 2021,] [added: 2022,] to [removed: $4,288] [added: $6,696] million from [removed: $2,583] [added: $4,288] million in [removed: 2020.][added: 2021.]

EOG recognized net gains on asset dispositions of [removed: $17] [added: $74] million in [removed: 2021] [added: 2022] compared to net [removed: losses] [added: gains] on asset dispositions of [removed: $47] [added: $17] million in [removed: 2020.][added: 2021.]

Wellhead volume and price statistics for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] were as follows:

| Year Ended December 31 | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| United States | | | | | | [removed: 443.4] [added: 460.7] | | | | | | [removed: 408.1] [added: 443.4] | | | | | | [removed: 455.5] [added: 408.1] | | |

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

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

| Total | | | | | | [removed: 445.0] [added: 461.3] | | | | | | [removed: 409.2] [added: 445.0] | | | | | | [removed: 456.2] [added: 409.2] | | |

This volatility is expected to continue due to the many uncertainties associated with the world political and economic environment and the global supply of, and demand for, crude oil, NGLs and natural gas and the availability of other energy supplies, the relative competitive relationships of the various energy sources in the view of consumers and other factors.

The market prices of crude oil and condensate, NGLs and natural gas impact the amount of cash generated from EOG's operating activities, which, in turn, impact EOG's financial position and results of operations.

For the year ended December 31, 2022, the average U.S. New York Mercantile Exchange (NYMEX) crude oil and natural gas prices were $94.23 per barrel and $6.64 per million British thermal units (MMBtu), respectively, representing increases of 39% and 72%, respectively, from the average NYMEX prices for the year ended December 31, 2021.

Market prices for NGLs are influenced by the components extracted, including ethane, propane and butane and natural gasoline, among others, and the respective market pricing for each component.

The increases in crude oil and natural gas prices during 2022 were due to numerous factors, including the continued recovery in demand for crude oil, natural gas and NGLs from the impacts of the COVID-19 pandemic; low worldwide inventory levels; continued supply restraint by OPEC+ (a consortium of OPEC (Organization of Petroleum Exporting Countries) and certain non-OPEC global producers); and the impact resulting from the ongoing conflict between Russia and Ukraine.

*Inflation Considerations; Availability of Materials, Labor & Services.* Beginning in the second half of 2021 and continuing throughout 2022, EOG, similar to other companies in its industry, has experienced inflationary pressures on its operating and capital costs - namely the costs of fuel, steel (i.e., wellbore tubulars and facilities manufactured using steel), labor and drilling and completion services.

Such inflationary pressures have resulted from (i) supply chain disruptions caused by the COVID-19 pandemic and the resulting limited availability of certain materials and products manufactured using such materials; (ii) increased demand for fuel and steel; (iii) increased demand for drilling and completion services coupled with a limited number of available service providers, resulting in increased competition for such services among EOG and other companies in its industry; (iv) labor shortages; and (v) other factors, including the ongoing conflict between Russia and the Ukraine which began in late February 2022.

Such inflationary pressures on EOG's operating and capital costs have, in turn, impacted its cash flows and results of operations.

However, by virtue of its continued focus on increasing its drilling, completion and operating efficiencies and improving the performance of its wells, as well as the flexibility provided by its multi-basin drilling portfolio, EOG has been able to largely offset such impacts.

EOG currently expects such inflationary pressures to result in an increase of approximately 10 percent in its fiscal year 2023 well costs (i.e., its costs for drilling, completions and well-site facilities) versus fiscal year 2022.

Accordingly, such expected increase in EOG's fiscal year 2023 well costs is not expected to have a material impact on EOG's full-year 2023 results of operations.

Further, such inflationary pressures and the factors contributing to such inflationary pressures (described above) are not expected to impact EOG's liquidity, capital resources, cash requirements or financial position or its ability to conduct its day-to-day drilling, completion and production operations.

The initiatives EOG has undertaken (and continues to undertake) to increase its drilling, completion and operating efficiencies and improve the performance of its wells and, in turn, partially mitigate such inflationary pressures, include (among others): (i) EOG's downhole drilling motor program, which has resulted in increased footage drilled per day and, in turn, reduced drilling times; (ii) enhanced techniques for completing its wells, which has resulted in increased footage completed per day and pumping hours per day; and (iii) EOG's self-sourced sand program, which has resulted in continued costs savings for the sand utilized in its well completion operations.

In addition, EOG enters into agreements with its service providers from time to time, when available and advantageous, to secure the costs and availability of certain of the drilling and completion services it utilizes as part of its operations.

EOG plans to continue with these initiatives and actions, though there can be no assurance that such efforts will offset, largely or at all, the impacts of any future inflationary pressures on EOG's operating and capital costs, cash flows and results of operations.

Further, there can be no assurance that the factors contributing to any future inflationary pressures will not impact EOG's ability to conduct its future day-to-day drilling, completion and production operations.

In 2022, EOG continued to focus on increasing drilling, completion and operating efficiencies, to improve well performance and, as is further discussed above, to partially mitigate inflationary pressures on its operating and capital costs.

In July 2022, EOG amended the natural gas sales contract with NGC to extend the term and provide for an increase in price realizations if index prices for certain commodities exceed specified levels.

The pricing component of this amendment was effective September 2020.

Additionally in 2022, EOG completed the drilling of, and put on production, two net exploratory wells from a pre-existing platform in the Modified U(a) Block.

Additionally, EOG expects to make progress on the design and construction of a platform and related facilities in the Mento Area.

*Cash Return Framework.* On May 5, 2022, EOG announced the addition of quantitative guidance to its cash return framework - specifically, a commitment to return a minimum of 60% of annual net cash provided by operating activities before certain balance sheet-related changes, less total capital expenditures, to stockholders, through a combination of quarterly dividends, special dividends and share repurchases.

On May 5, 2022, the Board declared a quarterly cash dividend on the common stock of $0.75 per share paid on July 29, 2022, to stockholders of record as of July 15, 2022.

The Board also declared on such date a special dividend of $1.80 per share paid on June 30, 2022, to stockholders of record as of June 15, 2022.

On August 4, 2022, the Board declared a special dividend on the common stock of $1.50 per share paid on September 29, 2022, to stockholders of record as of September 15, 2022.

On September 29, 2022, the Board declared a quarterly cash dividend on the common stock of $0.75 per share paid on October 31, 2022, to stockholders of record as of October 17, 2022.

On February 23, 2023, the Board declared a quarterly cash dividend on the common stock of $0.825 per share to be paid on April 28, 2023, to stockholders of record as of April 14, 2023.

The Board also declared on such date a special dividend on the common stock of $1.00 per share to be paid on March 30, 2023, to stockholders of record as of March 16, 2023.

(5)Includes positive revenue adjustment of $0.76 per Mcf ($0.09 per Mcf of EOG's composite wellhead natural gas price) for the twelve months ended December 31, 2022, related to a price adjustment per a provision of the natural gas sales contact with NGC amended in July 2022 for natural gas sales during the period from September 2020 through June 2022.

*2022 compared to 2021.* Wellhead crude oil and condensate revenues in 2022 increased $5,242 million, or 47%, to $16,367 million from $11,125 million in 2021, due primarily to a higher composite average wellhead crude oil and condensate price ($4,831 million) and an increase in production ($411 million).

NGLs revenues in 2022 increased $836 million, or 46%, to $2,648 million from $1,812 million in 2021 primarily due to an increase in production ($666 million) and a higher composite average wellhead NGLs price ($170 million).

NGLs production in 2022 increased 37% to 198 MBbld as compared to 145 MBbld in 2021.

Wellhead natural gas revenues in 2022 increased $1,337 million, or 55%, to $3,781 million from $2,444 million in 2021, primarily due to a higher composite wellhead natural gas price ($1,234 million) and an increase in natural gas deliveries ($103 million).

Natural gas deliveries in 2022 increased 4% to 1,495 MMcfd as compared to 1,436 MMcfd in 2021.

The increased production was primarily in the Permian Basin.

*2022 compared to 2021*.

During 2022, operating expenses of $15,736 million were $3,196 million higher than the $12,540 million incurred during 2021.

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

| Transportation Costs | | | 2.91 | | | | | | 2.85 | | |

| Total (1) | | | $ | 21.75 | | | | | $ | 22.80 | |

*Commodity Prices.* In 2020, the COVID-19 pandemic and the measures taken to address and limit the spread of the virus adversely affected the economies and financial markets of the world, resulting in an economic downturn beginning in early 2020 that negatively impacted global demand and prices for crude oil and condensate, NGLs and natural gas.

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.

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.

As a result of the many uncertainties associated with (i) the world economic 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.

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

EOG will continue to monitor future market conditions and adjust its capital allocation strategy and production outlook accordingly in order to maximize shareholder value while maintaining its strong financial position.

During 2021, EOG continued to focus on increasing drilling, completion and operating efficiencies gained in prior years.

Such efficiencies resulted in lower operating, drilling and completion costs in 2021.

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.

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

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 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.

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

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.

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The margin on crude oil marketing activities in 2020 was negatively impacted by the price decline for crude oil in inventory awaiting delivery to customers and EOG's decision early in the second quarter of 2020 to reduce commodity price volatility by selling May and June 2020 deliveries under fixed price arrangements.

*2020 compared to 2019.* Wellhead crude oil and condensate revenues in 2020 decreased $3,827 million, or 40%, to $5,786 million from $9,613 million in 2019, due primarily to a lower composite average wellhead crude oil and condensate price ($2,860 million) and a decrease in production ($967 million).

NGLs revenues in 2020 decreased $116 million, or 15%, to $668 million from $784 million in 2019 primarily due to a lower composite average wellhead NGLs price ($130 million), partially offset by an increase in production ($13 million).

NGL production in 2020 increased 1% to 136 MBbld as compared to 134 MBbld in 2019.

The increased production was primarily in the Permian Basin, partially offset by decreased production of associated NGLs in the Eagle Ford oil play.

Wellhead natural gas revenues in 2020 decreased $347 million, or 29%, to $837 million from $1,184 million in 2019, primarily due to a lower composite wellhead natural gas price ($251 million) and a decrease in natural gas deliveries ($96 million).

Natural gas deliveries in 2020 decreased 8% to 1,252 MMcfd as compared to 1,366 MMcfd in 2019.

*2020 compared to 2019*.

During 2020, operating expenses of $11,576 million were $2,105 million lower than the $13,681 million incurred during 2019.

The information required by this Item is incorporated by reference from Item 7 of this report, specifically the information set forth under the captions [removed: "Commodity] [added: "Financial Commodity] Derivative Transactions," "Financing," "Foreign Currency Exchange Rate Risk" and "Outlook" in "Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Resources and Liquidity."

At December 31, [removed: 2021,] [added: 2022,] EOG's total estimated net proved reserves were [removed: 3,747] [added: 4,238] million barrels of oil equivalent (MMBoe), of which [removed: 1,548] [added: 1,661] million barrels (MMBbl) were crude oil and condensate reserves, [removed: 829] [added: 1,145] MMBbl were NGLs reserves and [removed: 8,222] [added: 8,591] billion cubic feet (Bcf), or [removed: 1,370] [added: 1,432] MMBoe, were natural gas reserves (see "Supplemental Information to Consolidated Financial Statements").

[removed: EOG's] [added: EOG operates under a consistent] business [added: and operational] strategy [removed: is to maximize] [added: that focuses predominantly on maximizing] the rate of return on investment of capital by controlling operating and capital costs and maximizing reserve recoveries.

This strategy is intended to enhance the generation of cash flow and earnings from each unit of production on a cost-effective basis, allowing EOG to [removed: deliver] [added: maximize] long-term growth in shareholder value and maintain a strong balance sheet.

EOG's operations are located in most of the productive basins in the United States with a focus on crude oil and, to a lesser extent, [removed: liquids-rich] natural gas plays.

At December 31, [removed: 2021,] [added: 2022,] on a crude oil equivalent basis, [removed: 42%] [added: 40%] of EOG's net proved reserves in the United States were crude oil and condensate, [removed: 22%] [added: 27%] were NGLs and [removed: 36%] [added: 33%] were natural gas.

The following is a summary of wellhead volume statistics and net well completions for the year ended December 31, [removed: 2021,] [added: 2022,] total net acres at December 31, [removed: 2021,] [added: 2022,] and expected net well completions planned for [removed: 2022] [added: 2023] for certain areas of EOG's United States operations.

In the Delaware Basin, EOG completed [removed: 288] [added: 358] net wells [removed: during 2021,] [added: in 2022,] primarily in the Delaware Basin Wolfcamp, Bone Spring and Leonard plays.

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

In the Delaware Basin Wolfcamp play, EOG [removed: has] completed [removed: 189] [added: 196] net wells in [removed: 2021.][added: 2022.]

In [removed: 2022,] [added: 2023,] the Delaware Basin Wolfcamp play will continue to be a primary area of focus.

In [removed: 2021,] [added: 2022,] EOG completed [removed: 79] [added: 141] total net Bone Spring wells within the three sub-plays.

Of the three sub-plays, the Second Bone Spring had the majority of the activity in [removed: 2021] [added: 2022] with EOG completing [removed: 63] [added: 106] net wells.

In the Leonard play, EOG [removed: maintained] [added: executed] its development plan with [removed: 20] [added: 21] net wells completed in [removed: 2021.][added: 2022.]

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

Activity in [removed: 2022] [added: 2023] will remain focused on the Delaware Basin Wolfcamp, Bone Spring, and Leonard plays, where EOG expects to complete approximately [removed: 375] [added: 365] net wells.

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

EOG holds approximately [removed: 516,000] [added: 537,000] total net acres in the [removed: prolific oil window of the] Eagle Ford [removed: oil] play and approximately 160,000 net acres in the Dorado gas play.

In [removed: 2021,] [added: 2022,] EOG completed [removed: 155] [added: 103] net [added: wells in the] Eagle Ford [removed: oil play wells,] [added: play,] and [removed: 11] [added: 22] net wells in the Dorado gas play.

In [removed: 2022,] [added: 2023,] EOG expects to complete approximately [removed: 95] [added: 155] net Eagle Ford [removed: oil] play wells and 30 net Dorado wells.

Activity in the Rocky Mountain area in [removed: 2021] [added: 2022] was focused on the Wyoming Powder River Basin.

In the Powder River Basin, EOG operated a two-rig program and completed [removed: 45] [added: 27] net wells in the Niobrara, Mowry, Turner and Parkman formations.

In addition, key infrastructure was added in order to lower operating costs and increase price [removed: realizations going forward.][added: realizations.]

In [added: addition, in] the DJ Basin, EOG drilled and completed [removed: one] [added: two] net [removed: well] [added: wells] in the Codell [removed: formation.][added: formation and, in the Williston Basin, EOG completed two net wells in the Bakken and Three Forks formations.]

[removed: Activity in both the DJ and Williston Basins is expected to be minimal in 2022 as development remains focused on the Powder River Basin where] EOG plans to complete approximately [added: 10 net Williston Basin wells, five net DJ Basin wells and] 40 net [removed: wells.][added: wells in the Powder River Basin.]

*Trinidad.* EOG, through its subsidiaries, including EOG Resources Trinidad Limited, holds interests in (i) the exploration and production licenses covering the South East Coast Consortium (SECC) Block, Pelican and Banyan Fields, Sercan Area and each of their related [added: platforms and] facilities and the Ska, Mento, Reggae and deep Teak, Saaman and Poui Areas, all of which are offshore Trinidad; and (ii) a production sharing contract with the Government of Trinidad and Tobago for [removed: each of] the Modified [removed: U(a), Modified U(b)] [added: U(a)] and 4(a) Blocks.

Several fields in the SECC, Modified U(a), Modified U(b) and 4(a) Blocks, Banyan Field and Sercan Area have been developed and are producing natural gas and crude oil and [removed: condensate.][added: condensate, with the exception of the Modified U(b) Block in which EOG ceased to have an interest in the production of natural gas and crude oil and condensate in the fourth quarter of 2022.]

In [removed: 2021,] [added: 2022,] EOG's net production [added: in Trinidad] averaged approximately [removed: 217] [added: 180] MMcfd of natural gas and approximately [removed: 1.5] [added: 0.6] MBbld of crude oil and condensate.

In [removed: 2021,] [added: 2022,] EOG [removed: made progress on] [added: completed] the [removed: design and] [added: design,] fabrication [added: and installation] of a platform and related facilities for its previously announced discovery in the Modified U(a) Block.

In [removed: 2022,] [added: 2023,] EOG expects to [removed: drill one net exploratory well in the EOG Area in addition to] [added: complete] three [removed: development wells] [added: developmental] and [removed: one] [added: two] exploratory [removed: well] [added: wells] in the Modified U(a) Block.

*Australia.* [removed: On] [added: In] April [removed: 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.

[removed: On] [added: In] November [removed: 19,] 2021, the petroleum exploration permit for that block was transferred to that subsidiary.

In 2022, EOG [removed: will continue] [added: continued] preparing for the drilling of an exploration [removed: well] [added: well, the timing of] which [removed: is expected to commence in 2023.][added: will depend on obtaining regulatory approvals and subsequent equipment availability.]

EOG, through its subsidiaries, holds interests in Exploration and Production Sharing Agreements in Block 36 and Block 49 [added: (collectively, Blocks)] located in Oman.

[removed: Additionally,] [added: In 2021, EOG's partner finished completing one net exploratory well in Block 49 and] EOG drilled two exploratory wells [removed: and completed one exploratory well] in Block 36.

[removed: There was a discovery of natural gas in Block 36, but the] [added: The] well results did not [removed: yield] [added: indicate] sufficient projected returns for EOG to move forward with the [removed: project.][added: project and, in 2022, EOG began the process of exiting these Blocks.]

In [removed: 2021,] [added: 2022,] EOG continued its diversified approach to marketing its wellhead crude oil and condensate production.

In [removed: 2021,] [added: 2022,] EOG also sold crude oil at the [removed: Houston Ship Channel and the] Port of Corpus Christi for export to foreign destinations.

In [removed: 2022,] [added: 2023,] the pricing mechanism for such production is expected to remain the same.

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

In [removed: 2021,] [added: 2022,] EOG processed certain of its United States wellhead natural gas production, either at EOG-owned facilities or at third-party facilities, extracting NGLs.

| 2022 | | | | | | | | | | | | | | | | | | | | | | | | 2023 | | |

| Delaware Basin | | | 277.0 | | | 138.8 | | | 764 | | | 395 | | | | | | 358 | | | | | | 365 | | |

| South Texas | | | 133.3 | | | 32.7 | | | 336 | | | 1,139 | | | | | | 125 | | | | | | 185 | | |

| Rocky Mountain | | | 42.1 | | | 13.7 | | | 135 | | | 764 | | | | | | 31 | | | | | | 55 | | |

| Other Areas | | | 8.3 | | | 12.5 | | | 80 | | | 1,184 | | | | | | 19 | | | | | | 20 | | |

| Total | | | 460.7 | | | 197.7 | | | 1,315 | | | 3,482 | | | | | | 533 | | | | | | 625 | | |

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

EOG continued to focus on co-development of multiple Wolfcamp targets to maximize the value of the acreage.

In 2023, activity in the Rockies is expected to increase.

EOG relinquished its interest in the Modified U(b) Block in the fourth quarter of 2022.

In 2022, EOG drilled one net exploratory well, which was determined to be unsuccessful.

Additionally, two exploratory wells from a pre-existing platform in the Modified U(a) Block were successfully drilled and put on production.

Additionally, EOG expects to make progress on the design and construction of a platform and related facilities in the Mento Area.

In 2023, the pricing mechanism for such production is expected to remain the same.

In 2023, the pricing mechanism for such production is expected to remain the same.

In July 2022, EOG amended the natural gas sales contract with the National Gas Company of Trinidad and Tobago Limited and its subsidiary (NGC) to (i) extend the term to 2026 and (ii) effective September 1, 2020, provide for an increase in price realization if index prices for certain commodities exceed specified levels.

| Year Ended December 31 | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

(5)Includes positive revenue adjustment of $0.76 per Mcf ($0.09 per Mcf of EOG's composite wellhead natural gas price) for the twelve months ended December 31, 2022, related to a price adjustment per a provision of the natural gas sales contract with NGC amended in July 2022 for natural gas sales during the period from September 2020 through June 2022.

*Culture; Recruiting; Retention*.

EOG values gender, racial, ethnic and cultural diversity and works to foster a collaborative work environment of different talents, perspectives and experiences.

In addition, the Inflation Reduction Act of 2022 (IRA) requires that all leases granted and administered by the BLM and entered into on or after August 16, 2022 include a royalty rate of 16.67 percent in respect of the associated oil and gas production.

The IRA imposes a methane emissions charge on certain oil and gas facilities, including onshore and offshore petroleum and natural gas production facilities, that exceed certain emissions thresholds.

The charges will be levied annually based on emissions reported under the EPA's GHG reporting program.

The U.S. EPA is expected to publish, in the first half of 2023, regulations specific to the calculation of such annual charge.

EOG does not currently expect such annual methane emissions charges to have a material impact on its financial condition, results of operations, capital expenditures or operations.

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 and, in November 2022, the U.S. EPA issued a supplemental proposal to expand its November 2021 proposed rule, including proposed regulation of additional sources of methane and VOC emissions, such as abandoned and unplugged wells.

| 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 | | |

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

In the Williston Basin, EOG completed four net wells in the Bakken and Three Forks formations.

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

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.

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.

EOG's net production averaged approximately 25 MMcfd of natural gas prior to the sale.

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.

*COVID-19 Pandemic*.

In 2020, in response to the COVID-19 pandemic, EOG focused on keeping its employees and their families safe, including providing technology and support to employees to enable them to not only work safely and productively from the office or at home, but also to remain engaged and connected across the company.

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.

EOG focuses on developing its employees for meaningful career opportunities, including promotion into supervisory and management positions and enhanced compensation opportunities.

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.

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.

EOG reports GHG emissions for facilities covered under the U.S. EPA's Mandatory Reporting of Greenhouse Gases Rule published in 2009, as amended.

Applying this threshold, there are no environmental proceedings to disclose for the quarter and year ended December 31, [removed: 2021.][added: 2022.]

For the fiscal year ended December 31, [removed: 2021][added: 2022]

Common Stock aggregate market value held by non-affiliates as of June 30, [removed: 2021: $48,608] [added: 2022: $64,556] million.

Class: Common Stock, par value $0.01 per share, [removed: 585,419,164] [added: 587,723,622] shares outstanding as of February [removed: 11, 2022.][added: 16, 2023.]

Documents incorporated by reference. Portions of the Definitive Proxy Statement for the registrant's [removed: 2022] [added: 2023] Annual Meeting of Stockholders, to be filed within 120 days after December 31, [removed: 2021,] [added: 2022,] are incorporated by reference into Part III of this report.

| ITEM 1. | | | Business | | | [removed: [1](#i708734cc2fd04e1ab22195cd1820b85d_13)] [added: [1](#i5c24e16f8e4a45108fe85f2bde322d02_13)] | | |

| | | | Exploration and Production | | | [removed: [1](#i708734cc2fd04e1ab22195cd1820b85d_19)] [added: [1](#i5c24e16f8e4a45108fe85f2bde322d02_19)] | | |

| | | | Wellhead Volumes and Prices | | | [removed: [4](#i708734cc2fd04e1ab22195cd1820b85d_25)] [added: [5](#i5c24e16f8e4a45108fe85f2bde322d02_25)] | | |

| | | | Human Capital Management | | | [removed: [6](#i708734cc2fd04e1ab22195cd1820b85d_28)] [added: [6](#i5c24e16f8e4a45108fe85f2bde322d02_28)] | | |

| | | | Other Matters | | | [removed: [11](#i708734cc2fd04e1ab22195cd1820b85d_37)] [added: [11](#i5c24e16f8e4a45108fe85f2bde322d02_37)] | | |

| | | | Information About Our Executive Officers | | | [removed: [13](#i708734cc2fd04e1ab22195cd1820b85d_40)] [added: [13](#i5c24e16f8e4a45108fe85f2bde322d02_40)] | | |

| ITEM 1A. | | | Risk Factors | | | [removed: [14](#i708734cc2fd04e1ab22195cd1820b85d_43)] [added: [14](#i5c24e16f8e4a45108fe85f2bde322d02_43)] | | |

| ITEM 1B. | | | Unresolved Staff Comments | | | [removed: [27](#i708734cc2fd04e1ab22195cd1820b85d_46)] [added: [26](#i5c24e16f8e4a45108fe85f2bde322d02_46)] | | |

| ITEM 2. | | | Properties | | | [removed: [27](#i708734cc2fd04e1ab22195cd1820b85d_52)] [added: [27](#i5c24e16f8e4a45108fe85f2bde322d02_52)] | | |

| | | | Oil and Gas Exploration and Production - Properties and Reserves | | | [removed: [27](#i708734cc2fd04e1ab22195cd1820b85d_52)] [added: [27](#i5c24e16f8e4a45108fe85f2bde322d02_52)] | | |

| ITEM 3. | | | Legal Proceedings | | | [removed: [30](#i708734cc2fd04e1ab22195cd1820b85d_55)] [added: [30](#i5c24e16f8e4a45108fe85f2bde322d02_55)] | | |

| ITEM 4. | | | Mine Safety Disclosures | | | [removed: [31](#i708734cc2fd04e1ab22195cd1820b85d_58)] [added: [30](#i5c24e16f8e4a45108fe85f2bde322d02_58)] | | |

| ITEM 5. | | | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [32](#i708734cc2fd04e1ab22195cd1820b85d_64)] [added: [31](#i5c24e16f8e4a45108fe85f2bde322d02_64)] | | |

| ITEM 6. | | | Reserved | | | [removed: [34](#i708734cc2fd04e1ab22195cd1820b85d_67)] [added: [33](#i5c24e16f8e4a45108fe85f2bde322d02_67)] | | |

| ITEM 7. | | | Management's Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [34](#i708734cc2fd04e1ab22195cd1820b85d_70)] [added: [33](#i5c24e16f8e4a45108fe85f2bde322d02_70)] | | |

| ITEM 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [54](#i708734cc2fd04e1ab22195cd1820b85d_88)] [added: [54](#i5c24e16f8e4a45108fe85f2bde322d02_88)] | | |

| ITEM 8. | | | Financial Statements and Supplementary Data | | | [removed: [54](#i708734cc2fd04e1ab22195cd1820b85d_91)] [added: [54](#i5c24e16f8e4a45108fe85f2bde322d02_91)] | | |

| ITEM 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [54](#i708734cc2fd04e1ab22195cd1820b85d_94)] [added: [54](#i5c24e16f8e4a45108fe85f2bde322d02_94)] | | |

| ITEM 9A. | | | Controls and Procedures | | | [removed: [54](#i708734cc2fd04e1ab22195cd1820b85d_97)] [added: [54](#i5c24e16f8e4a45108fe85f2bde322d02_97)] | | |

| ITEM 9B. | | | Other Information | | | [removed: [55](#i708734cc2fd04e1ab22195cd1820b85d_100)] [added: [54](#i5c24e16f8e4a45108fe85f2bde322d02_100)] | | |

| ITEM 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [55](#i708734cc2fd04e1ab22195cd1820b85d_2016)] [added: [55](#i5c24e16f8e4a45108fe85f2bde322d02_103)] | | |

| ITEM 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [55](#i708734cc2fd04e1ab22195cd1820b85d_106)] [added: [56](#i5c24e16f8e4a45108fe85f2bde322d02_109)] | | |

| ITEM 11. | | | Executive Compensation | | | [removed: [56](#i708734cc2fd04e1ab22195cd1820b85d_109)] [added: [56](#i5c24e16f8e4a45108fe85f2bde322d02_112)] | | |

| ITEM 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [56](#i708734cc2fd04e1ab22195cd1820b85d_112)] [added: [56](#i5c24e16f8e4a45108fe85f2bde322d02_115)] | | |

| ITEM 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [57](#i708734cc2fd04e1ab22195cd1820b85d_115)] [added: [57](#i5c24e16f8e4a45108fe85f2bde322d02_118)] | | |

| ITEM 14. | | | Principal Accounting Fees and Services | | | [removed: [57](#i708734cc2fd04e1ab22195cd1820b85d_118)] [added: [58](#i5c24e16f8e4a45108fe85f2bde322d02_121)] | | |

| ITEM 15. | | | [removed: Exhibits,] [added: Exhibit and] Financial Statement Schedules | | | [removed: [58](#i708734cc2fd04e1ab22195cd1820b85d_124)] [added: [58](#i5c24e16f8e4a45108fe85f2bde322d02_127)] | | |

| ITEM 16. | | | Form 10-K Summary | | | [removed: [58](#i708734cc2fd04e1ab22195cd1820b85d_127)] [added: [58](#i5c24e16f8e4a45108fe85f2bde322d02_130)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | | General | | | [1](#i5c24e16f8e4a45108fe85f2bde322d02_16) | | |

| | | | Marketing | | | [4](#i5c24e16f8e4a45108fe85f2bde322d02_22) | | |

| | | | Competition | | | [7](#i5c24e16f8e4a45108fe85f2bde322d02_31) | | |

| | | | Regulation | | | [7](#i5c24e16f8e4a45108fe85f2bde322d02_34) | | |

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

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

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

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

There are numerous uncertainties inherent in estimating quantities of [removed: proved] reserves and in projecting future rates of production and timing of development expenditures, including many factors beyond the control of the producer.

Except to the extent EOG acquires additional properties containing [removed: proved] reserves, conducts successful exploration, exploitation and development activities [added: resulting in additional reserves] or, through engineering studies, identifies additional behind-pipe zones or secondary recovery reserves, the [removed: proved] reserves of EOG will decline as reserves are produced.

*Acreage.* The following table summarizes EOG's gross and net developed and undeveloped acreage at December 31, [removed: 2021] [added: 2022] (in [removed: thousands).][added: thousands of acres).]

| Trinidad | | | [removed: 80] [added: 77] | | | | | | [removed: 67] [added: 65] | | | | | | 216 | | | | | | 125 | | | | | | [removed: 296] [added: 293] | | | | | | [removed: 192] [added: 190] | | |

| Oman | | | — | | | | | | — | | | | | | [removed: 4,585] [added: —] | | | | | | [removed: 4,585] [added: —] | | | | | | [removed: 4,585] [added: 1] | | | | | | [removed: 4,585] [added: 1] | | |

Approximately [removed: 0.2] [added: 0.1] million net acres will expire in [removed: 2022,] [added: 2023,] 0.1 million net acres will expire in [removed: 2023] [added: 2024] and [removed: 0.1] [added: 1.0] million [removed: net] acres will expire in [removed: 2024] [added: 2025] 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: 2021,] [added: 2022,] there were no proved undeveloped reserves (PUDs) associated with [removed: such] undeveloped [removed: acreage.][added: leases on which drilling was planned after the expiration dates of such leases.]

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 [added: either] granted a production [removed: license.][added: license or an extension of the permit.]

The following table represents EOG's gross and net productive [removed: wells,] [added: wells at December 31, 2022,] including [removed: 2,427] [added: 2,530] wells in which we hold a royalty interest.

| Trinidad | | | 2 | | | | | | 2 | | | | | | [removed: 33] [added: 35] | | | | | | [removed: 26] [added: 29] | | | | | | [removed: 35] [added: 37] | | | | | | [removed: 28] [added: 31] | | |

(1) EOG operated [removed: 10,233] [added: 9,039] gross and [removed: 9,064] [added: 8,053] net producing crude oil and natural gas wells at December 31, [removed: 2021.][added: 2022.]

Gross crude oil and natural gas wells include [removed: 129] [added: 143] wells with multiple completions.

During the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] EOG expended [removed: $4.0] [added: $5.2] billion, [removed: $3.7] [added: $4.0] billion and [removed: $6.6] [added: $3.7] billion, respectively, for exploratory and development drilling, facilities and acquisition of leases and producing properties, including asset retirement costs of [removed: $127] [added: $298] million, [removed: $117] [added: $127] million and [removed: $186] [added: $117] 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: 2021, 2020] [added: 2022, 2021] and [removed: 2019:][added: 2020:]

| United States | | | [removed: 833 | | | | | | 26 | | | | | | 14] [added: 25] | | | | | | [removed: 873] [added: 5] | | | | | | [removed: 4] [added: 30] | | | | | | [removed: —] [added: 19] | | | | | | 1 | | | | | | [removed: 5] [added: 20] | | |

| Trinidad | | | — | | | | | | [removed: 1] [added: —] | | | | | | — | | | | | | [removed: 1] [added: —] | | | | | | — | | | | | | [removed: —] [added: 2] | | | | | | 1 | | | | | | [removed: 1] [added: 3] | | |

| China | | | — | | | | | | [removed: 2 | | | | | |] — | | | | | | [removed: 2 | | | | | |] — | | | | | | — | | | | | | [removed: 1] [added: 3] | | | | | | [removed: 1] [added: 3] | | |

The following tables set forth the results of the net crude oil and natural gas wells completed for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019:][added: 2020:]

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: 2021, 2020] [added: 2022, 2021] and [removed: 2019:][added: 2020:]

| | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | |

| United States | | | [removed: 191] [added: 251] | | | | | | [removed: 167] [added: 213] | | | | | | [removed: 155] [added: 191] | | | | | | [removed: 147] [added: 167] | | | | | | [removed: 317] [added: 155] | | | | | | [removed: 286] [added: 147] | | |

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

| Total | | | [removed: 192] [added: 252] | | | | | | [removed: 168] [added: 214] | | | | | | [removed: 160] [added: 192] | | | | | | [removed: 152] [added: 168] | | | | | | [removed: 321] [added: 160] | | | | | | [removed: 290] [added: 152] | | |

At December 31, [removed: 2021,] [added: 2022,] there were approximately [removed: 72] [added: 88] MMBoe of net PUDs associated with EOG's inventory of DUCs.

| United States | | | [removed: 121] [added: 122] | | | | | | [removed: 105] [added: 98] | | | | | | [removed: 89] [added: 121] | | | | | | [removed: 86] [added: 105] | | | | | | [removed: 188] [added: 89] | | | | | | [removed: 165] [added: 86] | | |

| Total | | | [removed: 121] [added: 122] | | | | | | [removed: 105] [added: 98] | | | | | | [removed: 92] [added: 121] | | | | | | [removed: 89] [added: 105] | | | | | | [removed: 191] [added: 92] | | | | | | [removed: 168] [added: 89] | | |

EOG acquired wells as set forth in the following table (excluding the acquisition of additional interests in [removed: 5, 8] [added: 74, 5] and [removed: 11] [added: 8] net wells in which EOG previously owned an interest for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively) for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019:][added: 2020:]

| United States | | | [removed: 9] [added: 462] | | | | | | [removed: 45] [added: 133] | | | | | | [removed: 54] [added: 11] | | | | | | [removed: 9] [added: 606] | | | | | | [removed: 37] [added: 3] | | | | | | [removed: 46] [added: —] | | | [added: | | | 8 | | | | | | 11 | | |]

| Total | | | [removed: 9] [added: 25] | | | | | | [removed: 45] [added: 5] | | | | | | [removed: 54] [added: 30] | | | | | | [removed: 9] [added: 19] | | | | | | [removed: 37] [added: 1] | | | | | | [removed: 46] [added: 20] | | |

| United States | | | 2,062 | | | | | | 1,630 | | | | | | 2,753 | | | | | | 1,852 | | | | | | 4,815 | | | | | | 3,482 | | |

| Total | | | 2,139 | | | | | | 1,695 | | | | | | 3,978 | | | | | | 2,986 | | | | | | 6,117 | | | | | | 4,681 | | |

In the fourth quarter of 2022, EOG applied for a one-year extension of the permit.

| United States | | | 8,918 | | | | | | 6,369 | | | | | | 3,579 | | | | | | 1,805 | | | | | | 12,497 | | | | | | 8,174 | | |

| Total (1) | | | 8,920 | | | | | | 6,371 | | | | | | 3,614 | | | | | | 1,834 | | | | | | 12,534 | | | | | | 8,205 | | |

| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | 462 | | | | | | 133 | | | | | | 11 | | | | | | 606 | | | | | | 3 | | | | | | 2 | | | | | | 9 | | | | | | 14 | | |

| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| United States | | | 395 | | | | | | 117 | | | | | | 10 | | | | | | 522 | | | | | | 3 | | | | | | — | | | | | | 8 | | | | | | 11 | | |

| Trinidad | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2 | | | | | | 1 | | | | | | 3 | | |

| Total | | | 395 | | | | | | 117 | | | | | | 10 | | | | | | 522 | | | | | | 3 | | | | | | 2 | | | | | | 9 | | | | | | 14 | | |

| | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | | | | | 2020 | | | | | | | | |

| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| 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.

| 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 | | |

| 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | 833 | | | | | | 29 | | | | | | 14 | | | | | | 876 | | | | | | 4 | | | | | | — | | | | | | 3 | | | | | | 7 | | |

| United States | | | 721 | | | | | | 22 | | | | | | 12 | | | | | | 755 | | | | | | 4 | | | | | | — | | | | | | 1 | | | | | | 5 | | |

| Total | | | 721 | | | | | | 25 | | | | | | 12 | | | | | | 758 | | | | | | 4 | | | | | | — | | | | | | 3 | | | | | | 7 | | |

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

| 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

As of February [removed: 11, 2022,] [added: 16, 2023,] there were approximately [removed: 2,000] [added: 2,800] record holders and approximately [removed: 749,000] [added: 1,075,000] 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 or Value of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | (d) [removed: Maximum Number (or] Approximate Dollar [removed: Value)] [added: Value] of Shares that May Yet Be Purchased Under the Plans or Programs [removed: (2)(3)] [added: (2)] | | |

(1)The [removed: 78,760] [added: 167,585] total shares for the quarter ended December 31, [removed: 2021,] [added: 2022,] and the [removed: 503,667] [added: 996,588] total shares for the full year [removed: 2021,] [added: 2022,] 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.

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

EOG did not repurchase any shares under the [removed: September 2001] [added: November 2021] Authorization during the fourth quarter [removed: 2021 (through November 3, 2021) and last repurchased shares under the September 2001 Authorization in March 2003.][added: of 2022.]

[removed: (3)Effective] [added: (2)Effective] November 4, 2021, the Board [removed: (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 [removed: Authorization) and (ii) revoked and terminated the September 2001 Authorization.][added: Authorization).]

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

1.$100 was invested on December 31, [removed: 2016] [added: 2017] 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: 2021)][added: 2022)]

[removed: ][added: ]

| | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

| October 1, 2022 - October 31, 2022 | | | | | | 76,033 | | | | | | $ | 128.00 | | | | | — | | | | | | $ | 5,000,000,000 | |

| November 1, 2022 - November 30, 2022 | | | | | | 86,759 | | | | | | 145.63 | | | | | | — | | | | | | $ | 5,000,000,000 | |

| December 1, 2022 - December 31, 2022 | | | | | | 4,793 | | | | | | 133.85 | | | | | | — | | | | | | $ | 5,000,000,000 | |

| Total | | | | | | 167,585 | | | | | | 137.30 | | | | | | | | | | | | | | |

| EOG | | | $ | 100.00 | | | | | $ | 81.33 | | | | | $ | 79.03 | | | | | $ | 48.50 | | | | | $ | 91.51 | | | | | $ | 143.55 | |

| S&P 500 | | | $ | 100.00 | | | | | $ | 95.62 | | | | | $ | 125.72 | | | | | $ | 148.85 | | | | | $ | 191.58 | | | | | $ | 156.88 | |

| S&P O&G E&P | | | $ | 100.00 | | | | | $ | 80.50 | | | | | $ | 90.17 | | | | | $ | 58.24 | | | | | $ | 108.95 | | | | | $ | 172.69 | |

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

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

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

EOG did not repurchase any shares under the November 2021 Authorization during the period from November 4, 2021 through December 31, 2021.

| 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 | |

*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: 2021.][added: 2022.]

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: 2021.][added: 2022.]

See [removed: also] "Management's Responsibility for Financial Reporting" appearing on page F-2 of this report, which is incorporated herein by reference.

There were no changes in EOG's internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2021,] [added: 2022,] that have materially affected, or are reasonably likely to materially affect, EOG's internal control over financial reporting.

EOG's management assessed the effectiveness of EOG's internal control over financial reporting as of December 31, 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, 2021.

On and effective February 23, 2023, the Board of Directors (Board) of EOG Resources, Inc. (EOG) approved certain amendments to EOG's bylaws with respect to, among other matters, (i) the submission by a stockholder of a director nomination or other proposal for an annual stockholders meeting and (ii) the authority of the Board with respect to stockholder meetings.

The amendments, which are further described below, take into account (1) the new universal proxy rules adopted by the United States Securities and Exchange Commission (SEC) and (2) recent amendments to certain provisions of the General Corporation Law of the State of Delaware (DGCL).

| | | | | | | | | |

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

| Section of Bylaws | | | | | | Description of Amendment | | |

| | | | | | | | | |

| Place of Meetings (Art. II, § 1) | | | | | | To provide that stockholder meetings may be held by means of remote communication in accordance with Section 211(a) of the DGCL. | | |

| | | | | | | | | |

| Quorum; Adjournment of Meetings (Art. II, § 2) | | | | | | To provide that, to the fullest extent permitted by law, the Board may postpone, reschedule or cancel any previously scheduled stockholder meeting before it is to be held. | | |

| | | | | | | | | |

| Notice of Stockholder Business and Nominations (Art. II § 3) | | | | | | To provide that a stockholder submitting a director nomination or other proposal shall represent that it will continue to be a stockholder through the annual meeting date and will appear at the meeting (in person or by proxy) to make such nomination/proposal. To expand existing information requirements for submitting a director nomination or other proposal to cover the submitting stockholder's beneficial owners and their respective affiliates and associates. To provide that a stockholder giving notice of a director nomination shall provide: (i) evidence of compliance with Rule 14a-19 (the SEC's universal proxy rules) no later than five business days prior to the applicable stockholders meeting, (ii) all information required to be set forth in a Schedule 13D (e.g., investment purpose for buying EOG shares and the source of funds for the share purchases), (iii) the names of all solicitation participants and (iv) a representation that at least 67% of EOG's voting stock will be solicited by the stockholder. To provide that a stockholder proposal to amend EOG's bylaws shall include the full text of the proposed amendment(s). | | |

| | | | | | | | | |

| Stockholder List (Art. II, § 7) | | | | | | To remove requirement that a list of EOG's stockholders be made available at stockholder meetings. | | |

| | | | | | | | | |

| Proxies (Art. II, § 8) | | | | | | To provide that a stockholder soliciting proxies must use a proxy card color other than white. | | |

| | | | | | | | | |

| Conduct of Meetings (Art. II, § 10) | | | | | | To provide that the Board, the chairman of the meeting and the Chairman of the Board may make rules and procedures for the conduct of stockholder meetings as they shall deem necessary (e.g., the opening and closing of polls and time allotted to questions and comments from attendees). | | |

| | | | | | | | | |

| Emergency Bylaws (Art. VII, § 7) | | | | | | To permit a subset of the Board to take certain actions during an emergency condition (e.g., catastrophe or similar emergency condition). | | |

The foregoing descriptions of the amendments to EOG's bylaws do not purport to be complete and are qualified in its entirety by reference to EOG's amended and restated bylaws, which are filed as Exhibit 3.2(b) to this report and are incorporated herein by reference.

None.

The information required by this Item is incorporated by reference from (i) EOG's Definitive Proxy Statement with respect to its [removed: 2022] [added: 2023] Annual Meeting of Stockholders to be filed not later than April 30, [removed: 2022] [added: 2023] 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: 2022] [added: 2023] Annual Meeting of Stockholders to be filed not later than April 30, [removed: 2022.][added: 2023.]

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: 2022] [added: 2023] Annual Meeting of Stockholders to be filed not later than April 30, [removed: 2022.][added: 2023.]

The 2021 Plan provides for grants of stock options, SARs, restricted [removed: stock and] [added: stock,] restricted stock units [added: (which may include performance-based conditions)] 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.

[removed: EOG's stockholders approved the EOG Resources, Inc.] [added: The Amended and Restated] 2008 [removed: Omnibus Equity Compensation] Plan [removed: (2008 Plan)] [added: was approved by EOG's stockholders] at the [removed: 2008] [added: 2013] Annual Meeting of Stockholders in May [removed: 2008.][added: 2013.]

[removed: At the 2013 Annual Meeting of Stockholders in May 2013, EOG's stockholders approved the] [added: The] Amended and Restated 2008 [removed: Plan, authorizing] [added: Plan authorized] an additional 31.0 million shares of EOG common stock for grant under the plan and [removed: extending] [added: extended] the expiration date of the plan to May 2023.

[removed: Also at] [added: At] the [removed: 2010] [added: 2018] Annual [removed: Meeting,] [added: Meeting of Stockholders in April 2018, stockholders approved] an amendment [removed: to] [added: and restatement of] the EOG Resources, Inc. Employee Stock Purchase Plan (ESPP) [removed: was approved] to [added: (among other changes)] increase the [added: number of] shares available for grant by [removed: 2.0] [added: 2.5] million shares and [added: further] extend the term of the ESPP to December 31, [removed: 2019,] [added: 2027,] unless terminated earlier by its terms or by EOG.

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 [added: Amended and Restated] 2008 Plan and 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: 2021, 401,535] [added: 2022, 432,281] 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: 2021.][added: 2022.]

| Equity Compensation Plans Not Approved by EOG Stockholders | | | | | | [removed: 300,920] [added: 340,078] | | | (4) | | | N/A | | | | | | [removed: 138,465] [added: 107,719] | | | (5) | | |

(2)Amount includes (i) [removed: 9,968,540] [added: 4,224,628] outstanding stock option and SAR grants, (ii) [removed: 876,476] [added: 741,411] 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 grants, and (iii) [removed: 679,111] [added: 687,794] 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 [removed: 679,111] [added: 687,794] shares of EOG common stock upon the vesting of such grants.

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 0 and a maximum of [removed: 1,358,222] [added: 1,375,588] performance units could be outstanding and (B) accordingly, a minimum of 0 and a maximum of [removed: 1,358,222] [added: 1,375,588] shares of EOG common stock could be issued upon the vesting of such grants.

(3)Consists of (i) [removed: 17,500,011] [added: 16,425,288] shares remaining available for issuance under the 2021 Plan and (ii) [removed: 1,579,170] [added: 1,378,098] 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: 300,920] [added: 340,078] phantom shares issued and outstanding under the Deferral Plan as of December 31, [removed: 2021).][added: 2022).]

| Equity Compensation Plans Approved by EOG Stockholders | | | | | | 5,653,833 | | | (2) | | | $ | 77.49 | | | | | 17,803,386 | | | (3) | | |

| Total | | | | | | 5,993,911 | | | | | | | | | | | | 17,911,105 | | | | | |

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.

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

At the 2018 Annual Meeting of Stockholders in April 2018, stockholders approved an amendment and restatement of the ESPP to (among other changes) increase the number of shares available for grant by 2.5 million shares and further extend the term of the ESPP to December 31, 2027, unless terminated earlier by its terms or by EOG.

| 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 | | | | | |

The information required by this Item is incorporated by reference from EOG's Definitive Proxy Statement with respect to its [removed: 2022] [added: 2023] Annual Meeting of Stockholders to be filed not later than April 30, [removed: 2022.][added: 2023.]

The information required by this Item is incorporated by reference from EOG's Definitive Proxy Statement with respect to its [removed: 2022] [added: 2023] Annual Meeting of Stockholders to be filed not later than April 30, [removed: 2022.][added: 2023.]

| Management's Responsibility for Financial Reporting | | | [removed: F-[2](#i708734cc2fd04e1ab22195cd1820b85d_133)] [added: F-[2](#i5c24e16f8e4a45108fe85f2bde322d02_139)] | | |

| Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) | | | [removed: F-[3](#i708734cc2fd04e1ab22195cd1820b85d_136)] [added: F-[3](#i5c24e16f8e4a45108fe85f2bde322d02_142)] | | |

| Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for Each of the Three Years in the Period Ended December 31, [removed: 2021] [added: 2022] | | | [removed: F-[5](#i708734cc2fd04e1ab22195cd1820b85d_139)] [added: F-[5](#i5c24e16f8e4a45108fe85f2bde322d02_145)] | | |

| Consolidated Balance Sheets - December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: F-[6](#i708734cc2fd04e1ab22195cd1820b85d_142)] [added: F-[6](#i5c24e16f8e4a45108fe85f2bde322d02_148)] | | |

| Consolidated Statements of Stockholders' Equity for Each of the Three Years in the Period Ended December 31, [removed: 2021] [added: 2022] | | | [removed: F-[7](#i708734cc2fd04e1ab22195cd1820b85d_145)] [added: F-[7](#i5c24e16f8e4a45108fe85f2bde322d02_151)] | | |

| Consolidated Statements of Cash Flows for Each of the Three Years in the Period Ended December 31, [removed: 2021] [added: 2022] | | | [removed: F-[8](#i708734cc2fd04e1ab22195cd1820b85d_148)] [added: F-[8](#i5c24e16f8e4a45108fe85f2bde322d02_154)] | | |

| Notes to Consolidated Financial Statements | | | [removed: F-[9](#i708734cc2fd04e1ab22195cd1820b85d_151)] [added: F-[9](#i5c24e16f8e4a45108fe85f2bde322d02_157)] | | |

| Supplemental Information to Consolidated Financial Statements | | | [removed: F-[39](#i708734cc2fd04e1ab22195cd1820b85d_229)] [added: F-[37](#i5c24e16f8e4a45108fe85f2bde322d02_229)] | | |

EOG's management assessed the effectiveness of EOG's internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Based on this assessment and those criteria, management believes that EOG maintained effective internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

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

To the Stockholders and the Board of Directors of [added: EOG Resources, Inc.]

[removed: EOG Resources, Inc.][added: EOG RESOURCES, INC.]

We have audited the accompanying consolidated balance sheets of EOG Resources, Inc. and subsidiaries (the "Company") as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income (loss) and comprehensive income (loss), stockholders' equity, and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on the criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying *Management’s [removed: Annual Report on Internal Control over] [added: Responsibility for] Financial Reporting*.

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

Proved oil and gas properties were [removed: $23] [added: $23.8] billion as of December 31, [removed: 2021,] [added: 2022,] net of accumulated depletion, and depletion was [removed: $3.5] [added: $3.3] billion, for the year then ended.

| Year Ended December 31 | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Crude Oil and Condensate | | | $ | [removed: 11,125] [added: 16,367] | | | | | $ | [removed: 5,786] [added: 11,125] | | | | | $ | [removed: 9,613] [added: 5,786] | |

| Natural Gas Liquids | | | [removed: 1,812] [added: 2,648] | | | | | | [removed: 668] [added: 1,812] | | | | | | [removed: 785] [added: 668] | | |

| Natural Gas | | | [removed: 2,444] [added: 3,781] | | | | | | [removed: 837] [added: 2,444] | | | | | | [removed: 1,184] [added: 837] | | |

| Gains (Losses) on Mark-to-Market [added: Financial] Commodity Derivative [removed: Contracts] [added: Contracts, Net] | | | [removed: (1,152)] [added: (3,982)] | | | | | | [removed: 1,145] [added: (1,152)] | | | | | | [removed: 180] [added: 1,145] | | |

| Gathering, Processing and Marketing | | | [removed: 4,288] [added: 6,696] | | | | | | [removed: 2,583] [added: 4,288] | | | | | | [removed: 5,360] [added: 2,583] | | |

| Gains (Losses) on Asset Dispositions, Net | | | [removed: 17] [added: 74] | | | | | | [removed: (47)] [added: 17] | | | | | | [removed: 124] [added: (47)] | | |

| Other, Net | | | [removed: 108] [added: 118] | | | | | | [removed: 60] [added: 108] | | | | | | [removed: 134] [added: 60] | | |

| Total | | | [removed: 18,642] [added: 25,702] | | | | | | [removed: 11,032] [added: 18,642] | | | | | | [removed: 17,380] [added: 11,032] | | |

| Lease and Well | | | [removed: 1,135] [added: 1,331] | | | | | | [removed: 1,063] [added: 1,135] | | | | | | [removed: 1,367] [added: 1,063] | | |

| Transportation Costs | | | [removed: 863] [added: 966] | | | | | | [removed: 735] [added: 863] | | | | | | [removed: 758] [added: 735] | | |

| Gathering and Processing Costs | | | [removed: 559] [added: 621] | | | | | | [removed: 459] [added: 559] | | | | | | [removed: 479] [added: 459] | | |

| Exploration Costs | | | [removed: 154] [added: 159] | | | | | | [removed: 146] [added: 154] | | | | | | [removed: 140] [added: 146] | | |

| Dry Hole Costs | | | [removed: 71] [added: 45] | | | | | | [removed: 13] [added: 71] | | | | | | [removed: 28] [added: 13] | | |

| Impairments | | | [removed: 376] [added: 382] | | | | | | [removed: 2,100] [added: 376] | | | | | | [removed: 518] [added: 2,100] | | |

| Marketing Costs | | | [removed: 4,173] [added: 6,535] | | | | | | [removed: 2,698] [added: 4,173] | | | | | | [removed: 5,352] [added: 2,698] | | |

| Depreciation, Depletion and Amortization | | | [removed: 3,651] [added: 3,542] | | | | | | [removed: 3,400] [added: 3,651] | | | | | | [removed: 3,750] [added: 3,400] | | |

| General and Administrative | | | [removed: 511] [added: 570] | | | | | | [removed: 484] [added: 511] | | | | | | [removed: 489] [added: 484] | | |

| Taxes Other Than Income | | | [removed: 1,047] [added: 1,585] | | | | | | [removed: 478] [added: 1,047] | | | | | | [removed: 800] [added: 478] | | |

| Total | | | [removed: 12,540] [added: 15,736] | | | | | | [removed: 11,576] [added: 12,540] | | | | | | [removed: 13,681] [added: 11,576] | | |

| February 23, 2023 | | | | | | | | |

February 23, 2023

| At December 31 | | | 2022 | | | | | | 2021 | | |

| Balance at December 31, 2022 | | | $ | 206 | | | | | $ | 6,187 | | | | | $ | (8) | | | | | $ | 18,472 | | | | | $ | (78) | | | | | $ | 24,779 | |

| Year Ended December 31 | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| Depreciation, Depletion and Amortization | | | 3,542 | | | | | | 3,651 | | | | | | 3,400 | | |

| Impairments | | | 382 | | | | | | 376 | | | | | | 2,100 | | |

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

On February 23, 2023, the Board declared a quarterly cash dividend on the common stock of $0.825 per share to be paid on April 28, 2023, to stockholders of record as of April 14, 2023.

The Board also declared on such date a special dividend on the common stock of $1.00 per share to be paid on March 30, 2023, to stockholders of record as of March 16, 2023.

On November 3, 2022, the Board (i) increased the quarterly cash dividend on the common stock from the previous $0.75 per share to $0.825 per share, effective beginning with the dividend paid on January 31, 2023, to stockholders of record as of January 17, 2023 and (ii) declared a special cash dividend on the common stock of $1.50 per share, paid on December 30, 2022, to stockholders of record as of December 15, 2022.

On September 29, 2022, the Board declared a quarterly cash dividend on the common stock of $0.75 per share paid on October 31, 2022, to stockholders of record as of October 17, 2022.

On August 4, 2022, the Board declared a special cash dividend on the common stock of $1.50 per share paid on September 29, 2022, to stockholders of record as of September 15, 2022.

The Board also declared on such date a special dividend on the common stock of $1.80 per share paid on June 30, 2022, to stockholders of record as of June 15, 2022.

| Balance at December 31, 2022 | | | 588,397 | | | | | | (700) | | | | | | 587,697 | | |

| December 31, 2022 | | | $ | (7) | | | | | $ | (1) | | | | | $ | (8) | |

Other income, net for 2022 included interest income ($85 million) and equity income from investments in ammonia plants in Trinidad ($46 million), partially offset by an upward adjustment to deferred compensation expense ($15 million).

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

| Financial Commodity Derivative Contracts | | | (421) | | | | | | (97) | | |

As of December 31, 2022, EOG did not have material amounts of unrecognized tax benefits.

Additionally, no interest or penalties have been recognized in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).

EOG does not expect its unrecognized tax benefits to change significantly in the next twelve months.

On August 16, 2022, the U.S. President signed into law the Inflation Reduction Act of 2022, which contains, among other provisions, certain tax provisions as well as a variety of climate and energy incentives.

While there was no immediate income tax impact upon enactment, in the future, EOG may become subject to the new corporate alternative minimum tax or other provisions, such as the excise tax on stock buybacks.

Additionally, as part of EOG's strategy to reduce GHG emissions, EOG may become eligible for certain new or enhanced income tax credits attributable to these efforts.

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | | | | | 2020 | | | | | | | | |

| $ 34.00 to $ 52.99 | | | | | | 1,029 | | | | | | 4 | | | | | | $ | 37.52 | | | | | | | | | | | 466 | | | | | | 4 | | | | | | $ | 37.51 | | | | | | | |

| 53.00 to 80.99 | | | | | | 593 | | | | | | 3 | | | | | | 74.98 | | | | | | | | | | | | 584 | | | | | | 3 | | | | | | 75.04 | | | | | | | | |

| 81.00 to 81.99 | | | | | | 1,513 | | | | | | 6 | | | | | | 81.81 | | | | | | | | | | | | 331 | | | | | | 5 | | | | | | 81.81 | | | | | | | | |

| 82.00 to 96.99 | | | | | | 562 | | | | | | 1 | | | | | | 95.62 | | | | | | | | | | | | 553 | | | | | | 1 | | | | | | 95.75 | | | | | | | | |

| 97.00 to 129.99 | | | | | | 528 | | | | | | 3 | | | | | | 126.51 | | | | | | | | | | | | 528 | | | | | | 3 | | | | | | 126.53 | | | | | | | | |

| | | | | | | 4,225 | | | | | | 4 | | | | | | 77.49 | | | | | | $ | 220 | | | | | 2,462 | | | | | | 3 | | | | | | 84.53 | | | | | | $ | 111 | |

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | | | | | 2020 | | | | | | | | |

For the grants made beginning in September 2022, as more fully discussed in the grant agreements, the applicable performance metrics are 1) EOG's TSR over a three-year performance period relative to the TSR over the same period of a designated group of peer companies and 2) EOG's average return on capital employed (ROCE) over the three-year performance period.

At the end of the three-year performance period, a performance multiple based on EOGs relative TSR ranking will be determined, with a minimum performance multiple of 0% and a maximum performance multiple of 200%.

A specified modifier ranging from -70% to +70% will then be applied to the performance multiple based on EOG's average ROCE over the three-year performance period, provided that in no event shall the performance multiple, after applying the ROCE modifier, be less than 0% or exceed 200%.

Furthermore, if EOG's TSR over the three-year performance period is negative (i.e., less than 0%), the performance multiple will be capped at 100%, regardless of EOG's relative TSR ranking or three-year average ROCE.

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| | | | | | | *Financial Officer* | | |

| February 24, 2022 | | | | | | | | |

Houston, Texas

February 24, 2022

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

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.

ASU 2019-12 amends certain aspects of accounting for income taxes, including the removal of specific exceptions within existing U.S. GAAP related to the incremental approach for intraperiod tax allocation and updates to the general methodology for calculating income taxes in interim periods, among other changes.

ASU 2019-12 also requires an entity to reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date, among other requirements.

The effects of ASU 2019-12 applicable to EOG were all required on a prospective basis.

*Leases.* Effective January 1, 2019, EOG adopted the provisions of ASU 2016-02, "Leases (Topic 842)" (ASU 2016-02).

ASU 2016-02 and other related ASUs require that lessees recognize a right-of-use (ROU) asset and related lease liability, representing the obligation to make lease payments for certain lease transactions, on the Consolidated Balance Sheets and disclose additional leasing information.

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.

Additionally, EOG elected the package of practical expedients within ASU 2016-02 that allows an entity to not reassess prior to the effective date (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, or (iii) initial direct costs for any existing leases, but did not elect the practical expedient of hindsight when determining the lease term of existing contracts at the effective date.

EOG also elected the practical expedient under ASU 2018-01, "Leases (Topic 842) - Land Easement Practical Expedient for Transition to Topic 842," and did not evaluate existing or expired land easements not previously accounted for as leases prior to the January 1, 2019 effective date.

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

The lease term for these contracts, which includes any renewals at EOG's option that are reasonably certain to be exercised, ranges from one month to 30 years.

| 4.100% Senior Notes due 2021 | | | $ | — | | | | | $ | 750 | |

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

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).

Interest on the Notes is payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2020.

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 above), and for general corporate purposes, including the funding of capital expenditures.

On April 1, 2020, EOG repaid upon maturity the $500 million aggregate principal amount of its 2.45% Senior Notes due 2020.

As of November 3, 2021, 6,386,200 shares remained available for purchase under September 2001 Authorization.

| Balance at December 31, 2018 | | | 580,408 | | | | | | (385) | | | | | | 580,023 | | |

| December 31, 2019 | | | $ | (3) | | | | | $ | (2) | | | | | $ | (5) | |

| December 31, 2020 | | | (10) | | | | | | (2) | | | | | | (12) | | |

Other income, net for 2019 included interest income ($26 million) and net foreign currency transaction gains ($2 million).

| Commodity Hedging Contracts | | | (97) | | | | | | 15 | | |

| Undistributed Foreign Earnings | | | — | | | | | | 10 | | |

The net effective tax rate of 21% in 2021 was higher than the prior year rate of 18% mostly due to taxes attributable to EOG's foreign operations and stock-based compensation tax deficiencies increasing the effective tax rate on pretax income in 2021 and decreasing the effective tax rate on pretax loss in 2020.

The total balance of unrecognized tax benefits for all jurisdictions at December 31, 2021, was $9 million, resulting from the tax treatment of certain compensation deductions, of which the full amount may potentially have an earnings impact.

EOG records interest and penalties related to unrecognized tax benefits to its income tax provision.

No interest expense has been recognized in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) related to the unrecognized tax benefits as these positions are immaterial or will be claimed either on amended returns or as self-proposed audit adjustments, which if sustained, will result in refunds.

EOG anticipates that the amount of the unrecognized tax benefits may change due to favorable audit developments expected to occur during the next twelve months.

| $ 34.00 to $ 52.99 | | | | | | 1,640 | | | | | | 6 | | | | | | $ | 37.50 | | | | | | | | | | | 414 | | | | | | 5 | | | | | | $ | 37.46 | | | | | | | |

| 53.00 to 75.99 | | | | | | 1,906 | | | | | | 4 | | | | | | 73.68 | | | | | | | | | | | | 1,313 | | | | | | 3 | | | | | | 73.11 | | | | | | | | |

| 76.00 to 90.99 | | | | | | 1,976 | | | | | | 7 | | | | | | 81.86 | | | | | | | | | | | | 33 | | | | | | 2 | | | | | | 83.71 | | | | | | | | |