EOG Resources (EOG) 10-K risk factor changes: FY2023 vs FY2022

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

The above-described factors and the volatility of commodity prices make it difficult to predict crude oil, NGLs and natural gas prices in [removed: 2023] [added: 2024] and thereafter.

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

Beginning in the second half of 2021 and [removed: continuing throughout 2022,] [added: continuing, to a lesser degree, through the first three months of 2023,] 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 [added: costs] and capital [removed: costs, which we currently expect to continue in 2023, have] [added: expenditures] impacted our cash flows and results of [removed: operations.][added: operations during these periods.]

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 [added: any] such inflationary pressures.

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

In addition, weakness and/or volatility in domestic and global financial markets or economic conditions or a depressed commodity price environment may increase the interest rates that lenders and commercial paper investors require us to pay or adversely affect our ability to finance our capital expenditures through [removed: equity or] debt [added: or equity] offerings or other borrowings.

Similarly, a reduction in our cash flows (for example, as a result of lower crude oil, [added: NGLs and/or] natural gas [removed: and/or NGLs] prices or unanticipated well shut-ins) and the corresponding adverse effect on our financial condition and results of operations may also increase the interest rates that lenders and commercial paper investors require us to pay.

Specifically, certain financial institutions (including certain investment advisors and sovereign wealth, pension and endowment funds), in response to concerns related to climate change and the requests and other influence of environmental groups and similar stakeholders, have elected to shift some or all of their investments [added: and financing] away from oil and gas-related [removed: sectors, and additional financial institutions and other investors] [added: sectors; such trend] may [removed: elect to do likewise in] [added: be accelerated by] the [removed: future.][added: extensive climate-related disclosure requirements discussed below.]

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

Maintaining our production of crude 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 [added: leasing and/or] drilling.

*Our ability to declare and pay [added: regular or special] dividends [added: on our common stock and repurchase shares of our common stock] is subject to certain considerations.*

[removed: Dividends] [added: Regular and special dividends on our common stock] are authorized and determined by our Board [removed: of Directors (Board)] in its sole discretion and depend upon a number of factors, including:

- our operating [removed: expenses;][added: costs;]

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

*Our hedging activities may prevent us from fully benefiting from increases in crude oil, NGLs and natural gas prices and may expose us to other risks, including counterparty [removed: risk.*][added: risk, and our future production may not be sufficiently protected from any declines in commodity prices by our existing or future hedging arrangements.*]

[removed: A portion] [added: Further, a majority] of our forecasted production for [removed: 2023] [added: 2024] is subject to fluctuating market prices.

[removed: If] [added: To the extent] we [removed: are ultimately unable to] [added: do not] hedge [removed: additional] [added: our] production volumes for [removed: 2023] [added: 2024] and beyond, we may be materially and adversely impacted by any declines in commodity prices, which may result in lower net cash provided by our operating activities.

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

Specifically, we often are uncertain as to the future cost or timing of drilling, completing and operating wells, and our drilling [added: and completions] operations and those of our third-party operators may be curtailed, delayed or canceled, the cost of such operations may increase and/or our results of operations and cash flows from such operations may be impacted, as a result of a variety of factors, including:

- adverse weather conditions, such as winter storms, flooding, tropical storms and hurricanes, and changes in weather [removed: patterns;][added: patterns, which may be exacerbated by climate change;]

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

Our failure to recover our investment in wells, increases in the costs of our drilling [added: and completions] operations or those of our third-party operators, and/or curtailments, delays or cancellations of our drilling [added: and completions] operations or those of our third-party operators, in each case, due to any of the above factors or other factors, may materially and adversely affect our business, financial condition and results of operations.

- adverse weather events, such as winter storms, flooding, tropical storms and hurricanes, and other natural [removed: disasters;][added: disasters, which may be exacerbated by climate change;]

*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, transportation, [removed: refining] [added: refining, liquefaction] 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, transportation, [removed: refining] [added: refining, liquefaction] and export facilities and equipment owned by third parties.

These facilities and equipment may be temporarily unavailable to us due to market conditions, [added: supply chain disruptions,] regulatory reasons, mechanical reasons or other factors or conditions, and may not be available to us in the future on terms we consider acceptable, if at all.

[removed: In particular, in certain newer plays, the capacity of gathering, processing, compression, storage, transportation, refining] [added: liquefaction] 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, transportation, [removed: refining] [added: refining, liquefaction] 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 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, transportation, [removed: refining] [added: refining, liquefaction] 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.

A portion of our crude oil, NGLs and natural gas production may be interrupted, or shut in, from time to time for various reasons, including, but not limited to, as a result of accidents, weather conditions, the unavailability of gathering, processing, compression, storage, transportation, [removed: refining] [added: refining, liquefaction] or export facilities or equipment or field labor issues, or intentionally as a result of market conditions such as crude oil, NGLs or natural gas prices that we deem uneconomic.

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

Water is an essential component of our operations, both during [removed: the] drilling [added: operations] and [removed: hydraulic fracturing processes.][added: completions operations.]

Further, severe drought conditions can result in local authorities taking steps to restrict the use of water in their jurisdiction for drilling and [removed: hydraulic fracturing] [added: completions] in order to protect the local water supply.

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

These limitations and our dependence on the operator and third-party working interest owners for these projects could cause us to incur unexpected future costs, lower production and materially and adversely affect our financial [removed: condition and] [added: condition,] results of [removed: operations.][added: operations and cash flows.]

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 issues (such as title [added: defects] or environmental issues), nor may they permit us to become sufficiently familiar with the properties in order to fully assess their deficiencies and potential.

In addition, an acquisition may have a material and adverse effect on our [removed: business] [added: financial condition] and results of operations, particularly during the periods in which the operations of the acquired properties are being integrated into our ongoing operations or if we are unable to effectively integrate the acquired properties into our ongoing operations.

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

While such inflationary pressures diminished in 2023, the market for such materials, services and labor continues to fluctuate and, as a result, the timing and impact of any price changes on our future operating costs and capital expenditures is uncertain.

Further, additional financial institutions and other investors may elect to do likewise in the future or may impose more stringent conditions with respect to investments in, and financing of, oil and gas-related sectors.

- any contractual restrictions or statutory/legal restrictions;

In November 2021, our Board established a share repurchase authorization that allows for the repurchase by us of up to $5 billion of our common stock (November 2021 Authorization).

Beginning in March 2023, we have repurchased shares from time to time under the November 2021 Authorization.

The timing and amount of repurchases is at the discretion of our management and depends on a variety of factors, including the trading price of our common stock, corporate and regulatory requirements, other market and economic conditions, the availability of cash to effect repurchases and our anticipated future capital expenditures and other commitments requiring cash.

For further discussion regarding the November 2021 Authorization and our share repurchases thereunder, see ITEM 5, “Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” below.

In particular, in certain newer plays, the capacity of gathering, processing, compression, storage, transportation, refining.

For example, (i) in March 2022, the U.S. Securities and Exchange Commission (SEC) proposed extensive climate-related disclosure requirements that, if adopted, would require U.S. public companies to significantly expand the climate-related disclosures in their SEC filings, (ii) in September 2023, California passed climate-related disclosure mandates which are broader than the SEC’s proposed rules and (iii) in November 2023, the European Union approved methane emissions limits on crude oil and natural gas imports beginning in 2030.

In December 2023, the first global stocktake, also known as the “UAE Consensus,” was issued at the United Nations Climate Change Conference.

The UAE Consensus is an assessment of members’ collective efforts and achievements to reduce GHG emissions and adapt to the impacts of climate change.

The UAE Consensus calls on parties, including the U.S., to contribute to the transitioning away from fossil fuels, reduce methane emissions, and increase renewable energy capacity, among other things, to achieve net zero emissions by 2050.

In addition to climate change, there is increasing investor and regulatory attention and focus on topics such as diversity and inclusion, human rights and human capital management, in companies’ own operations as well as across their supply chains.

In addition, certain countries, including countries where EOG is currently conducting business or may in the future conduct business, have advocated for the implementation (via legislation) of a global minimum tax.

No accurate prediction can be made as to whether any such legislative changes or similar or other tax law changes will be proposed or enacted.

Further, no accurate prediction can be made as to (i) what the specific provisions or the effective date of any such enacted legislation would be or (ii) in the case of a global minimum tax or similar tax, which countries or other jurisdictions would participate and enact applicable legislation.

In August 2022, President Biden signed into law the Inflation Reduction Act (IRA), which, among other changes, imposes a 15% corporate alternative minimum tax (CAMT) on the "adjusted financial statement income" of certain large corporations (generally, corporations reporting at least $1 billion average adjusted financial statement net income).

To the extent we are subject to the CAMT, our cash obligations for U.S. federal income taxes could be accelerated.

The U.S. Treasury Department, the Internal Revenue Service and other standard-setting bodies are expected to continue to issue guidance on how the CAMT and other provisions of the IRA will be applied or otherwise administered which may differ from our interpretations.

We continue to evaluate the IRA and its effect on our financial condition and cash flows.

- competition from companies that have established strategic long-term positions or have strong governmental relationships in the foreign jurisdictions in which we operate; and

While these specific changes were not included in the Tax Cuts and Jobs Act signed into law in December 2017, no accurate prediction can be made as to whether any such legislative changes or similar or other tax law changes will be proposed in the future and, if enacted, what the specific provisions or the effective date of any such legislation would be.

For example, the recent pandemic involving a highly transmissible and pathogenic coronavirus (COVID-19) 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 that negatively impacted global demand and prices for crude oil, NGLs and natural gas.

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

While the prices for crude oil, NGLs and natural gas have since recovered to at or above pre-pandemic levels, if such price declines were to reoccur and continue for an extended period of time, our cash flows and results of operations would be further adversely affected, as could the trading price of our common stock.

For further discussion regarding the potential impacts on us of lower commodity prices and extended declines in commodity prices, see the related discussion in the first risk factor in this section.

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

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

EOG realized net income of [removed: $7,759] [added: $7,594] million during [removed: 2022] [added: 2023] as compared to net income of [removed: $4,664] [added: $7,759] million for [removed: 2021.][added: 2022.]

At December 31, [removed: 2022,] [added: 2023,] EOG's total estimated net proved reserves were [removed: 4,238] [added: 4,498] million barrels of oil equivalent (MMBoe), an increase of [removed: 491] [added: 260] MMBoe from December 31, [removed: 2021.][added: 2022.]

During [removed: 2022,] [added: 2023,] net proved crude oil and condensate and natural gas liquids (NGLs) reserves increased by [removed: 429] [added: 204] million barrels (MMBbl), and net proved natural gas reserves increased by [removed: 369] [added: 339] billion cubic feet or [removed: 62] [added: 57] MMBoe, in each case from December 31, [removed: 2021.][added: 2022.]

For the year ended December 31, [removed: 2022,] [added: 2023,] the average U.S. New York Mercantile Exchange (NYMEX) crude oil and natural gas prices were [removed: $94.23] [added: $77.61] per barrel and [removed: $6.64] [added: $2.74] per million British thermal units (MMBtu), respectively, representing [removed: increases] [added: decreases] of [removed: 39%] [added: 18%] and [removed: 72%,] [added: 59%,] respectively, from the average NYMEX prices for the year ended December 31, [removed: 2021.][added: 2022.]

*Inflation Considerations; Availability of Materials, Labor & Services.* Beginning in the second half of 2021 and [removed: continuing throughout 2022,] [added: continuing, to a lesser degree, through the first three months of 2023,] EOG, similar to other companies in its industry, [removed: has] experienced inflationary pressures on its operating [added: costs] and capital [removed: costs] [added: 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 [removed: 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 [added: costs] and capital [removed: costs] [added: expenditures] 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 [removed: has] [added: has, to date,] been able to largely offset such impacts.

[removed: EOG currently expects such] [added: Such] inflationary pressures [removed: to result] [added: resulted] in an increase of [removed: approximately] [added: less than] 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 [removed: expected] increase in EOG's fiscal year 2023 well costs [removed: is] [added: did] not [removed: expected to] have a material impact on EOG's full-year 2023 [removed: results of operations.][added: cash flows.]

Further, such inflationary pressures and the factors contributing to such inflationary pressures (described above) [removed: are not expected] [added: have not,] to [removed: impact] [added: date, impacted] 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, [removed: 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 [removed: costs] [added: cost] 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 [removed: 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 [added: costs] and capital [removed: costs,] [added: expenditures,] cash flows and results of operations.

[removed: See ITEM 1A,] Risk Factors, for related discussion.

Several important developments have occurred since January 1, [removed: 2022.][added: 2023.]

In [removed: 2022,] [added: 2023,] EOG continued to focus on increasing drilling, completion and operating efficiencies, to improve well performance and, as is further discussed above, to [removed: partially] mitigate inflationary pressures on its operating [added: costs] and capital [removed: costs.][added: expenditures.]

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 [added: 73% and] 75% of EOG's United States production during [removed: both 2022] [added: 2023] and [removed: 2021.][added: 2022, respectively.]

During [removed: 2022,] [added: 2023,] EOG's drilling and completion activities occurred primarily in the Delaware Basin play, Eagle Ford play and Rocky Mountain area.

See ITEM 1, Business - Exploration and Production for further discussion regarding EOG's [removed: 2022] [added: 2023] United States operations.

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

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

[removed: Additionally in 2022,] [added: In the fourth quarter of 2023,] EOG completed [removed: the drilling of, and put on production,] two net [removed: exploratory] [added: developmental] wells [added: and one net exploratory well] from [removed: a pre-existing] [added: the recently installed Osprey B] platform in the Modified U(a) Block.

Additionally, [added: in 2023,] EOG [removed: expects to make progress on] [added: completed] the design [removed: and construction of a] [added: phase for the] platform and related facilities in the Mento [removed: Area.][added: Area and commenced construction of such platform and related facilities.]

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

EOG continues to evaluate other select crude oil and natural gas opportunities outside the United States, primarily by pursuing [removed: exploitation] [added: exploration] opportunities in countries where indigenous crude oil and natural gas reserves have been identified.

EOG's debt-to-total capitalization ratio was [removed: 17%] [added: 12%] at December 31, [removed: 2022] [added: 2023] and [removed: 19%] [added: 17%] at December 31, [removed: 2021.][added: 2022.]

During [removed: 2022,] [added: 2023,] EOG funded [removed: $5.3] [added: $6.6] billion [removed: ($153] [added: ($195] million of which was non-cash) in exploration and development and other property, plant and equipment expenditures (excluding asset retirement [removed: obligations) and] [added: obligations),] paid [removed: $5.1] [added: $3.4] billion in dividends to common stockholders, [added: repaid the 2023 Notes and paid $1.0 billion to repurchase shares of common stock,] primarily by utilizing net cash provided [removed: from] [added: by] its operating [removed: activities.][added: activities and cash on hand.]

The majority of [removed: 2023] [added: 2024] expenditures will be focused on United States crude oil drilling activities.

*Cash Return Framework.* [removed: On] [added: In] May [removed: 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.

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

*Dividend Declarations.* On February [removed: 24, 2022,] [added: 23, 2023,] EOG's Board of Directors (Board) declared a quarterly cash dividend on the common stock of [removed: $0.75] [added: $0.825] per share paid on April [removed: 29, 2022,] [added: 28, 2023,] to stockholders of record as of April [removed: 15, 2022.][added: 14, 2023.]

The Board also declared on such date a special dividend [added: on the common stock] of $1.00 per share paid on March [removed: 29, 2022,] [added: 30, 2023,] to stockholders of record as of March [removed: 15, 2022.][added: 16, 2023.]

On May [removed: 5, 2022,] [added: 4, 2023,] the Board declared a quarterly cash dividend on the common stock of [removed: $0.75] [added: $0.825] per share paid on July [removed: 29, 2022,] [added: 31, 2023,] to stockholders of record as of July [removed: 15, 2022.][added: 17, 2023.]

On August [removed: 4, 2022,] [added: 3, 2023,] the Board declared a [removed: special] [added: quarterly cash] dividend on the common stock of [removed: $1.50] [added: $0.825] per share paid on [removed: September 29, 2022,] [added: October 31, 2023,] to stockholders of record as of [removed: September 15, 2022.][added: October 17, 2023.]

On [removed: September 29, 2022,] [added: February 22, 2024,] the Board declared a quarterly cash dividend on the common stock of [removed: $0.75] [added: $0.91] per share [added: to be] paid on [removed: October 31, 2022,] [added: April 30, 2024,] to stockholders of record as of [removed: October 17, 2022.][added: April 16, 2024.]

On November [removed: 3, 2022,] [added: 2, 2023,] the Board (i) increased the quarterly cash dividend on the common stock from the previous [removed: $0.75] [added: $0.825] per share to [removed: $0.825] [added: $0.91] per share, effective beginning with the dividend paid on January 31, [removed: 2023,] [added: 2024,] to stockholders of record as of January 17, [removed: 2023,] [added: 2024,] and (ii) declared a special cash dividend on the common stock of $1.50 per share, paid on December [removed: 30, 2022,] [added: 29, 2023,] to stockholders of record as of December 15, [removed: 2022.][added: 2023.]

[removed: The following review of operations for each of the three years in the period ended December 31,] [added: This section discusses certain year-to-year comparisons between 2023 and] 2022, [added: which] should be read in conjunction with the consolidated financial statements of EOG and notes thereto beginning on page F-1.

EOG is focused on being among the lowest-cost, highest-return and lowest-emissions producers, playing a significant role in the long-term future of energy.

Beginning in the second quarter of 2023, EOG has seen these inflationary pressures diminish and, in certain circumstances, seen a decline in prices.

However, the market for such materials, services and labor continues to fluctuate and, as a result, the timing and impact of any price changes on EOG's future operating costs and capital expenditures is uncertain.

See ITEM 1A.

Also, EOG sold its equity interest in its ammonia plant investments in the first quarter of 2023.

At December 31, 2023, EOG maintained a strong financial and liquidity position, including $5.3 billion of cash and cash equivalents on hand and $1.9 billion of availability under its senior unsecured revolving credit facility (discussed below).

On June 7, 2023, EOG entered into a $1.9 billion senior unsecured Revolving Credit Agreement (New Facility) with domestic and foreign lenders.

The New Facility replaced EOG's $2.0 billion senior unsecured Revolving Credit Agreement, dated as of June 27, 2019, with domestic and foreign lenders, which had a scheduled maturity date of June 27, 2024, and was terminated by EOG (without penalty), effective as of June 7, 2023, in connection with the completion of the New Facility.

On March 15, 2023, EOG repaid upon maturity the $1,250 million aggregate principal amount of its 2.625% Senior Notes due 2023 (2023 Notes).

Total anticipated 2024 capital expenditures are estimated to range from approximately $6.0 billion to $6.4 billion, including exploration and development drilling, facilities, leasehold acquisitions, capitalized interest, dry hole costs and other property, plant and equipment and excluding property acquisitions, asset retirement costs, non-cash exchanges and transactions and exploration costs incurred as operating expenses.

On November 2, 2023, EOG announced an increase in such cash return commitment - specifically, a commitment, effective beginning with fiscal year 2024, to return a minimum of 70% 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.

For discussion of certain year-to-year comparisons between 2022 and 2021, see "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of EOG's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on February 23, 2023, which is incorporated herein by reference.

During 2023, operating revenues decreased $1,516 million, or 6%, to $24,186 million from $25,702 million in 2022.

EOG is continuing the process of exiting its Canada operations.

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

Transportation costs also include operating and maintenance expenses associated with EOG-owned transportation assets.

DD&A expenses in 2023 decreased $50 million to $3,492 million from $3,542 million in 2022.

Interest expense, net of $148 million in 2023 decreased $31 million from $179 million in 2022 primarily due to the repayment in March 2023 of the $1,250 million aggregate principal amount of the 2023 Notes.

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

The increase of $120 million in 2023 was primarily due to an increase in interest income ($155 million), partially offset by the absence of equity income due to the sale of EOG's equity interest in ammonia plant investments in Trinidad in the first quarter of 2023 ($46 million).

The net effective tax rate for 2023 was unchanged from the prior year rate of 22%.

(1)Exploration and development drilling included $90 million related to non-cash development drilling in 2023.

(4)Other property, plant and equipment in 2023 included $134 million related to the acquisition of a gathering and processing system in the Powder River Basin.

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.

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.

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

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

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

Also in 2022, EOG completed the design, fabrication and installation of a platform and related facilities for its previously announced discovery in the Modified U(a) Block.

In 2023, EOG expects to complete three developmental and two exploratory wells in the Modified U(a) Block.

Total anticipated 2023 capital expenditures are estimated to range from approximately $5.8 billion to $6.2 billion, excluding acquisitions, non-cash transactions and exploration costs.

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 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.

During 2022, operating revenues increased $7,060 million, or 38%, to $25,702 million from $18,642 million in 2021.

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

| Other International (2) | | | | | | — | | | | | | 1.6 | | | | | | 5.4 | | |

The increased production was primarily in the Permian Basin.

*2021 compared to 2020.* Wellhead crude oil and condensate revenues in 2021 increased $5,339 million, or 92%, to $11,125 million from $5,786 million in 2020, due primarily to a higher composite average wellhead crude oil and condensate price ($4,852 million) and an increase in production ($487 million).

EOG's composite wellhead crude oil and condensate price for 2021 increased 77% to $68.50 per barrel compared to $38.63 per barrel in 2020.

Wellhead crude oil and condensate production in 2021 increased 9% to 445 MBbld as compared to 409 MBbld in 2020.

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

EOG's composite average wellhead NGLs price increased 156% to $34.35 per barrel in 2021 compared to $13.41 per barrel in 2020.

NGLs production in 2021 increased 6% to 145 MBbld as compared to 136 MBbld in 2020.

Wellhead natural gas revenues in 2021 increased $1,607 million, or 192%, to $2,444 million from $837 million in 2020, primarily due to a higher composite wellhead natural gas price ($1,486 million) and an increase in natural gas deliveries ($121 million).

EOG's composite average wellhead natural gas price increased 155% to $4.66 per Mcf in 2021 compared to $1.83 per Mcf in 2020.

Natural gas deliveries in 2021 increased 15% to 1,436 MMcfd as compared to 1,252 MMcfd in 2020.

The increase in production was primarily due to increased production of associated natural gas from the Permian Basin and higher natural gas volumes in Trinidad, partially offset by lower natural gas volumes associated with the dispositions of the Marcellus Shale assets in the third quarter of 2020 and the China assets in the second quarter of 2021.

During 2020, EOG recognized net gains on the mark-to-market of financial commodity derivative contracts of $1,145 million, which included net cash received from settlements of crude oil, NGLs and natural gas financial derivative contracts of $1,071 million.

Gathering, processing and marketing revenues less marketing costs in 2021 increased $230 million compared to 2020, primarily due to higher margins on crude oil and condensate and natural gas marketing activities.

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.

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

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

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

| Depreciation, Depletion and Amortization (DD&A) - | | | | | | | | | | | |

(1)Total excludes exploration costs, dry hole costs, impairments, marketing costs and taxes other than income.

See "Operating Revenues and Other" above for a discussion of production volumes.

Lease and well expenses increased in the United States primarily due to increased operating activities resulting from increased production.

Gathering and processing costs increased $62 million to $621 million in 2022 compared to $559 million in 2021 primarily due to increased gathering and processing fees related to production from the Permian Basin ($66 million) and increased operating and maintenance expenses related to production from the Permian Basin ($43 million) and the Eagle Ford play ($7 million), partially offset by decreased gathering and processing fees related to production from the Eagle Ford play ($30 million) and due to the sale of certain legacy natural gas assets in the Rocky Mountain area in the first quarter of 2022 ($28 million).

DD&A expenses in 2022 decreased $109 million to $3,542 million from $3,651 million in 2021.

Unit rates in the United States decreased primarily due to upward reserve revisions related to higher average crude oil, NGLs and natural gas prices used in the prior year's reserve estimation process and to reserves added at lower costs as a result of increased efficiencies.

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

At December 31, [removed: 2022,] [added: 2023,] EOG's total estimated net proved reserves were [removed: 4,238] [added: 4,498] million barrels of oil equivalent (MMBoe), of which [removed: 1,661] [added: 1,756] million barrels (MMBbl) were crude oil and condensate reserves, [removed: 1,145] [added: 1,254] MMBbl were NGLs reserves and [removed: 8,591] [added: 8,930] billion cubic feet (Bcf), or [removed: 1,432] [added: 1,488] MMBoe, were natural gas reserves (see "Supplemental Information to Consolidated Financial Statements").

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

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

At December 31, [removed: 2022,] [added: 2023,] on a crude oil equivalent basis, [removed: 40%] [added: 39%] of EOG's net proved reserves in the United States were crude oil and condensate, [removed: 27%] [added: 28%] were NGLs and 33% were natural gas.

The following is a summary of wellhead volume statistics and net well completions for the year ended December 31, [removed: 2022,] [added: 2023,] total net acres at December 31, [removed: 2022,] [added: 2023,] and expected net well completions planned for [removed: 2023] [added: 2024] for certain areas of EOG's United States operations.

In the Delaware Basin, EOG completed [removed: 358] [added: 370] net wells in [removed: 2022,] [added: 2023,] primarily in the [removed: Delaware Basin] Wolfcamp, Bone Spring and Leonard plays.

In the [removed: Delaware Basin] Wolfcamp play, EOG completed [removed: 196] [added: 188] net wells in [removed: 2022.][added: 2023.]

In [removed: 2023,] [added: 2024,] the [removed: Delaware Basin] Wolfcamp play will continue to be a primary area of focus.

In [removed: 2022,] [added: 2023,] EOG completed [removed: 141] [added: 140] 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: 2022] [added: 2023] with EOG completing [removed: 106] [added: 89] net wells.

In the Leonard play, EOG executed its development plan with [removed: 21] [added: 42] net wells completed in [removed: 2022.][added: 2023.]

Activity in [removed: 2023] [added: 2024] will remain focused on the [removed: Delaware Basin] Wolfcamp, Bone Spring, and Leonard plays, where EOG expects to complete approximately [removed: 365] [added: 360] net wells.

EOG holds approximately [removed: 537,000] [added: 535,000] total net acres in the Eagle Ford play and approximately 160,000 net acres in the Dorado gas play.

In [removed: 2022,] [added: 2023,] EOG completed [removed: 103] [added: 172] net wells in the Eagle Ford play, and [removed: 22] [added: 28] net wells in the Dorado gas play.

Activity in the Rocky Mountain area in [removed: 2022] [added: 2023] was focused on the Wyoming Powder River Basin.

In the Powder River Basin, EOG operated a two-rig program and completed [removed: 27] [added: 35] net wells in the Niobrara, Mowry, Turner and Parkman formations.

In addition, in the DJ Basin, EOG [removed: drilled and] completed [removed: two] [added: eight] net wells in the Codell formation and, in the Williston Basin, EOG completed [removed: two] [added: 11] net wells in the Bakken and Three Forks formations.

In [removed: 2023,] [added: 2024,] activity in the Rockies is expected to [removed: increase.][added: decrease.]

EOG plans to complete approximately 10 net Williston Basin wells, five net DJ Basin wells and [removed: 40] [added: 25] net wells in the Powder River Basin.

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

*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 platforms and facilities and the Ska, [removed: Mento,] [added: Mento and] Reggae and deep Teak, Saaman and Poui [added: (TSP)] Areas, all of which are offshore Trinidad; and (ii) [removed: a] [added: two] production sharing [removed: contract] [added: contracts] with the Government of Trinidad and Tobago for the Modified U(a) and 4(a) Blocks.

Several fields in the SECC, Modified [removed: U(a), Modified U(b) and] [added: U(a) Block,] 4(a) [removed: Blocks,] [added: Block,] Banyan Field and Sercan Area have been developed and are producing natural gas and crude oil and [removed: 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.][added: condensate.]

In [removed: 2022,] [added: 2023,] EOG's net production in Trinidad averaged approximately [removed: 180] [added: 160] MMcfd of natural gas and approximately 0.6 MBbld of crude oil and condensate.

[removed: In 2023,] EOG [added: also] expects to [added: drill and, if successful,] complete [removed: three developmental and] two exploratory wells in the [removed: Modified U(a)] [added: SECC] Block.

Additionally, EOG [removed: expects to make progress on] [added: completed] the design [added: phase] and [added: commenced] construction of [removed: a] [added: the] platform and related facilities in the Mento Area.

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

*Canada.* [removed: In March 2020,] EOG [removed: began] [added: continues] the process of exiting its Canada operations in the Horn River area in Northeast British Columbia.

In [removed: 2022,] [added: 2023,] EOG continued its diversified approach to marketing its wellhead crude oil and condensate production.

In [removed: 2022,] [added: 2023,] EOG also sold crude oil at the Port of Corpus Christi for export to foreign destinations.

In each case, the price received was based on market prices [removed: at that specific sales point or based on the price index applicable] for that [removed: location.][added: location and purity product.]

In [removed: 2023,] [added: 2024,] the pricing mechanism for such production is expected to remain the same.

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

In [removed: 2022,] [added: 2023,] EOG processed certain of its United States wellhead natural gas production, either at EOG-owned facilities or at third-party facilities, extracting NGLs.

In [removed: 2023,] [added: 2024,] such pricing mechanisms are expected to remain the same.

In [removed: 2022,] [added: 2023,] EOG also sold purity products at the Houston Ship [removed: Channel for export to foreign destinations.][added: Channel.]

At December 31, [removed: 2022,] [added: 2023,] EOG was not committed to deliver fixed quantities of NGLs in [removed: 2023.][added: 2024.]

In [removed: 2022,] [added: 2023,] consistent with its diversified marketing strategy, the majority of EOG's United States wellhead natural gas production was transported by pipeline to various locations, including Katy, Texas; East Texas; the Agua Dulce Hub in South Texas; the Cheyenne Hub in Weld County, Colorado; [removed: Southern California;] and Chicago, Illinois.

Additionally, EOG sells natural gas to a liquefaction facility near Corpus Christi, Texas, and receives pricing based on the Platts Japan Korea [removed: Marker.][added: Marker; such pricing mechanism is expected to remain the same in 2024.]

At December 31, [removed: 2022,] [added: 2023,] EOG was committed to deliver to multiple parties fixed quantities of natural gas of [removed: 347 Bcf in 2023, 321] [added: 371] Bcf in 2024, [removed: 277] [added: 282] Bcf in 2025, 297 Bcf in 2026, 293 Bcf in [removed: 2027] [added: 2027, 263 Bcf in 2028] and [removed: 3,540] [added: 3,277] Bcf thereafter, all of which is expected to be sourced from future production of available reserves.

In [removed: 2022,] [added: 2023,] natural gas volumes from Trinidad were sold under a fixed price contract.

EOG is focused on being among the lowest-cost, highest-return and lowest-emissions producers, playing a significant role in the long-term future of energy.

| 2023 | | | | | | | | | | | | | | | | | | | | | | | | 2024 | | |

| Delaware Basin | | | 301.9 | | | 164.0 | | | 890 | | | 395 | | | | | | 370 | | | | | | 360 | | |

| South Texas | | | 126.0 | | | 32.4 | | | 436 | | | 1,155 | | | | | | 200 | | | | | | 170 | | |

| Rocky Mountain | | | 39.4 | | | 15.3 | | | 149 | | | 801 | | | | | | 54 | | | | | | 40 | | |

| Other Areas | | | 7.9 | | | 12.1 | | | 76 | | | 1,015 | | | | | | 16 | | | | | | 30 | | |

| Total | | | 475.2 | | | 223.8 | | | 1,551 | | | 3,366 | | | | | | 640 | | | | | | 600 | | |

In 2024, EOG expects to complete approximately 145 net Eagle Ford play wells and 25 net Dorado wells, as well as completing major infrastructure projects to connect the Dorado gas play to the Agua Dulce gas market near Corpus Christi, Texas.

In addition, key infrastructure was added in order to lower operating costs and increase price realizations.

Activity in the Other Areas include EOG's newest play, the Utica play.

EOG holds approximately 435,000 total net acres, including 135,000 net mineral acres in the Utica.

In the Utica play, EOG has continued to test with excellent results.

In 2023, EOG completed six net Utica wells.

In 2024, EOG expects to complete approximately 20 net Utica wells.

In 2023, EOG successfully drilled and completed two developmental wells and one exploratory well in the Modified U(a) Block from the recently installed Osprey B platform.

Also, EOG sold its equity interest in its ammonia plant investments in the first quarter of 2023.

In 2024, EOG plans to complete the remaining wells in the current drilling program in the Modified U(a) Block.

Additionally, EOG expects to recomplete two wells in the Sercan Area and drill one exploratory well in the TSP Area.

Also, EOG plans to complete construction and installation of the platform and related facilities in the Mento Area.

*Oman.* In 2023, EOG completed the exit of Block 36 and Block 49 located in Oman.

In 2024, such pricing mechanism is expected to remain the same.

Additionally in 2023, EOG entered into a separate fixed price contract with NGC to cover the volumes associated with an exploratory well to be drilled in 2024.

| Year Ended December 31 | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

EOG is continuing the process of exiting its Canada operations.

EOG also collects and tracks safety data and metrics to identify trends and enhance our understanding, identification and implementation of proactive safety management practices.

EOG's interests in offshore leases are de minimis.

In addition, in December 2023, during the United Nations Climate Change Conference (COP 28 Conference), the U.S. EPA announced its final methane rules, which impose new methane emission requirements on the oil and gas industry, including our operations.

In December 2023, the first global stocktake, also known as the “UAE Consensus,” was issued at the COP 28 Conference.

The UAE Consensus is an assessment of members’ collective efforts and achievements to reduce GHG emissions and adapt to the impacts of climate change.

The UAE Consensus calls on parties, including the U.S., to contribute to the transitioning away from fossil fuels, reduce methane emissions, and increase renewable energy capacity, among other things, to achieve net zero emissions by 2050.

EOG believes that its strategy to continue to improve its emissions performance is important for environmental, operational and economic reasons.

EOG’s approach to reducing emissions from its operations remains operationally focused.

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

See ITEM 1A, Risk Factors, for additional discussion regarding EOG’s initiatives, targets and ambitions related to emissions and other ESG matters.

In addition, and as further discussed above under “Climate Change – United States,” the U.S. EPA has issued regulations with respect to the reduction of methane and VOC emissions, including its final methane rules announced in December 2023.

Further, EOG will continue to monitor and assess the impact on its business of any environmental, climate change or other policies, legislation and regulations enacted by foreign governments – for example, the European Union’s November 2023 approval of methane emissions limits on crude oil and natural gas imports beginning in 2030.

He served as President and Chief Operating Officer from October 2021 to December 2023.

Ann D.

Previously, Ms. Janssen served as Senior Vice President and Chief Accounting Officer from February 2018 through December 2023 and as EOG's principal accounting officer from September 2010 through December 2023.

Prior to that, Ms. Janssen held various accounting and finance roles of increasing responsibilities.

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

| 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 | | |

In 2023, EOG expects to complete approximately 155 net Eagle Ford play wells and 30 net Dorado wells.

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.

In 2022, EOG completed the design, fabrication and installation of a platform and related facilities for its previously announced discovery in the Modified U(a) Block.

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

*Oman*.

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

In 2021, EOG's partner finished completing one net exploratory well in Block 49 and EOG drilled two exploratory wells in Block 36.

The well results did not indicate sufficient projected returns for EOG to move forward with the project and, in 2022, EOG began the process of exiting these Blocks.

| Other International (2) | | | — | | | | | | 5.67 | | | | | | 4.66 | | |

EOG believes that its strategy to reduce GHG emissions throughout its operations is both in the best interest of the environment and a prudent business practice.

In addition, in May 2016, the U.S. EPA issued regulations that require operators to reduce methane and VOC emissions from new, modified and reconstructed crude oil and natural gas wells and equipment located at natural gas production gathering and booster stations, gas processing plants and natural gas transmission compressor stations.

In November 2021, the U.S. 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 further strengthen and expand its November 2021 proposal.

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

| Kenneth W. Boedeker | | | | | | 60 | | | | | | Executive Vice President, Exploration and Production | | |

Mr. Helms has served as Chief Operating Officer since December 2017.

Kenneth W.

He served as Vice President and General Manager of EOG's Denver, Colorado, office from October 2016 to December 2018, and as Vice President, Engineering and Acquisitions from July 2015 to October 2016.

Prior to that, Mr. Boedeker held technical and managerial positions of increasing responsibility across multiple offices and functional areas within EOG.

Mr. Boedeker joined EOG in July 1994.

Leitzell was elected Executive Vice President, Exploration and Production in May 2021.

Timothy K.

Previously, Mr. Driggers served as Vice President and Chief Financial Officer from July 2007 to April 2016.

He was elected Vice President and Controller of EOG in October 1999, was subsequently named Vice President, Accounting and Land Administration in October 2000 and Vice President and Chief Accounting Officer in August 2003.

Mr. Driggers is EOG's principal financial officer.

Pursuant to this item, EOG uses a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required; EOG believes proceedings under this threshold are not material to EOG's business and financial [removed: condition.][added: condition (the choice of this threshold does not imply that matters with potential monetary sanctions in excess of $1 million are necessarily material to EOG's business or financial condition).]

Applying this threshold, there are no environmental proceedings to disclose for the quarter and year ended December 31, [removed: 2022.][added: 2023.]

For the fiscal year ended December 31, [removed: 2022][added: 2023]

Common Stock aggregate market value held by non-affiliates as of June 30, [removed: 2022: $64,556] [added: 2023: $66,533] million.

Class: Common Stock, par value $0.01 per share, [removed: 587,723,622] [added: 580,001,872] shares outstanding as of February [removed: 16, 2023.][added: 15, 2024.]

Documents incorporated by reference. Portions of the Definitive Proxy Statement for the registrant's [removed: 2023] [added: 2024] Annual Meeting of Stockholders, to be filed within 120 days after December 31, [removed: 2022,] [added: 2023,] are incorporated by reference into Part III of this report.

| ITEM 1. | | | Business | | | [removed: [1](#i5c24e16f8e4a45108fe85f2bde322d02_13)] [added: [1](#i851262276cee4a6cbb0e8c6b4ff4fe38_13)] | | |

| | | | Exploration and Production | | | [removed: [1](#i5c24e16f8e4a45108fe85f2bde322d02_19)] [added: [1](#i851262276cee4a6cbb0e8c6b4ff4fe38_19)] | | |

| | | | Wellhead Volumes and Prices | | | [removed: [5](#i5c24e16f8e4a45108fe85f2bde322d02_25)] [added: [5](#i851262276cee4a6cbb0e8c6b4ff4fe38_25)] | | |

| | | | Human Capital Management | | | [removed: [6](#i5c24e16f8e4a45108fe85f2bde322d02_28)] [added: [6](#i851262276cee4a6cbb0e8c6b4ff4fe38_28)] | | |

| | | | Other Matters | | | [removed: [11](#i5c24e16f8e4a45108fe85f2bde322d02_37)] [added: [12](#i851262276cee4a6cbb0e8c6b4ff4fe38_37)] | | |

| | | | Information About Our Executive Officers | | | [removed: [13](#i5c24e16f8e4a45108fe85f2bde322d02_40)] [added: [13](#i851262276cee4a6cbb0e8c6b4ff4fe38_40)] | | |

| ITEM 1A. | | | Risk Factors | | | [removed: [14](#i5c24e16f8e4a45108fe85f2bde322d02_43)] [added: [15](#i851262276cee4a6cbb0e8c6b4ff4fe38_43)] | | |

| ITEM 1B. | | | Unresolved Staff Comments | | | [removed: [26](#i5c24e16f8e4a45108fe85f2bde322d02_46)] [added: [29](#i851262276cee4a6cbb0e8c6b4ff4fe38_46)] | | |

| ITEM 2. | | | Properties | | | [removed: [27](#i5c24e16f8e4a45108fe85f2bde322d02_52)] [added: [30](#i851262276cee4a6cbb0e8c6b4ff4fe38_52)] | | |

| | | | Oil and Gas Exploration and Production - Properties and Reserves | | | [removed: [27](#i5c24e16f8e4a45108fe85f2bde322d02_52)] [added: [30](#i851262276cee4a6cbb0e8c6b4ff4fe38_52)] | | |

| ITEM 3. | | | Legal Proceedings | | | [removed: [30](#i5c24e16f8e4a45108fe85f2bde322d02_55)] [added: [33](#i851262276cee4a6cbb0e8c6b4ff4fe38_55)] | | |

| ITEM 4. | | | Mine Safety Disclosures | | | [removed: [30](#i5c24e16f8e4a45108fe85f2bde322d02_58)] [added: [33](#i851262276cee4a6cbb0e8c6b4ff4fe38_58)] | | |

| ITEM 5. | | | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [31](#i5c24e16f8e4a45108fe85f2bde322d02_64)] [added: [34](#i851262276cee4a6cbb0e8c6b4ff4fe38_64)] | | |

| ITEM 6. | | | Reserved | | | [removed: [33](#i5c24e16f8e4a45108fe85f2bde322d02_67)] [added: [36](#i851262276cee4a6cbb0e8c6b4ff4fe38_67)] | | |

| ITEM 7. | | | Management's Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [33](#i5c24e16f8e4a45108fe85f2bde322d02_70)] [added: [36](#i851262276cee4a6cbb0e8c6b4ff4fe38_70)] | | |

| ITEM 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [54](#i5c24e16f8e4a45108fe85f2bde322d02_88)] [added: [53](#i851262276cee4a6cbb0e8c6b4ff4fe38_88)] | | |

| ITEM 8. | | | Financial Statements and Supplementary Data | | | [removed: [54](#i5c24e16f8e4a45108fe85f2bde322d02_91)] [added: [53](#i851262276cee4a6cbb0e8c6b4ff4fe38_91)] | | |

| ITEM 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [54](#i5c24e16f8e4a45108fe85f2bde322d02_94)] [added: [53](#i851262276cee4a6cbb0e8c6b4ff4fe38_94)] | | |

| ITEM 9A. | | | Controls and Procedures | | | [removed: [54](#i5c24e16f8e4a45108fe85f2bde322d02_97)] [added: [53](#i851262276cee4a6cbb0e8c6b4ff4fe38_97)] | | |

| ITEM 9B. | | | Other Information | | | [removed: [54](#i5c24e16f8e4a45108fe85f2bde322d02_100)] [added: [53](#i851262276cee4a6cbb0e8c6b4ff4fe38_100)] | | |

| ITEM 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [55](#i5c24e16f8e4a45108fe85f2bde322d02_103)] [added: [53](#i851262276cee4a6cbb0e8c6b4ff4fe38_103)] | | |

| ITEM 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [56](#i5c24e16f8e4a45108fe85f2bde322d02_109)] [added: [54](#i851262276cee4a6cbb0e8c6b4ff4fe38_109)] | | |

| ITEM 11. | | | Executive Compensation | | | [removed: [56](#i5c24e16f8e4a45108fe85f2bde322d02_112)] [added: [54](#i851262276cee4a6cbb0e8c6b4ff4fe38_112)] | | |

| ITEM 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [56](#i5c24e16f8e4a45108fe85f2bde322d02_115)] [added: [54](#i851262276cee4a6cbb0e8c6b4ff4fe38_115)] | | |

| ITEM 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [57](#i5c24e16f8e4a45108fe85f2bde322d02_118)] [added: [56](#i851262276cee4a6cbb0e8c6b4ff4fe38_118)] | | |

| ITEM 14. | | | Principal Accounting Fees and Services | | | [removed: [58](#i5c24e16f8e4a45108fe85f2bde322d02_121)] [added: [56](#i851262276cee4a6cbb0e8c6b4ff4fe38_121)] | | |

| ITEM 15. | | | Exhibit and Financial Statement Schedules | | | [removed: [58](#i5c24e16f8e4a45108fe85f2bde322d02_127)] [added: [56](#i851262276cee4a6cbb0e8c6b4ff4fe38_127)] | | |

| ITEM 16. | | | Form 10-K Summary | | | [removed: [58](#i5c24e16f8e4a45108fe85f2bde322d02_130)] [added: [56](#i851262276cee4a6cbb0e8c6b4ff4fe38_130)] | | |

| | | | General | | | [1](#i851262276cee4a6cbb0e8c6b4ff4fe38_16) | | |

| | | | Marketing | | | [4](#i851262276cee4a6cbb0e8c6b4ff4fe38_22) | | |

| | | | Competition | | | [7](#i851262276cee4a6cbb0e8c6b4ff4fe38_31) | | |

| | | | Regulation | | | [7](#i851262276cee4a6cbb0e8c6b4ff4fe38_34) | | |

| ITEM 1C. | | | Cybersecurity | | | [29](#i851262276cee4a6cbb0e8c6b4ff4fe38_1934) | | |

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

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

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

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

EOG relies on information technology systems across its business.

As its reliance on data and information technology systems has increased, EOG has continued to evolve and modify its cybersecurity processes and strategy and related governance and oversight practices as well as enhance the expertise of its cybersecurity team.

Cyber Risk Management & Strategy

As part of its overall risk management system, EOG regularly assesses its processes and practices for managing and mitigating cybersecurity risks and determines whether such risks are being effectively managed and mitigated.

EOG has implemented and invested in multiple technologies, controls, and procedures designed to protect its information systems and related infrastructure; identify, assess and remediate vulnerabilities; and monitor and mitigate the risk of data loss and other cybersecurity threats and intrusions.

EOG focuses on building cybersecurity awareness with its employees and other end-users through training and security exercises and communicates EOG's expectations of employees and contractors with respect to cybersecurity matters via EOG's Codes of Business Conduct and Ethics.

EOG's dedicated, in-house cybersecurity team, which is responsible for EOG's cybersecurity strategy and planning, oversees such efforts, with assistance from external threat analysts, consultants and service providers.

As part of these efforts, such team seeks to identify potential cyber vulnerabilities and opportunities for improvement and then evaluates and implements different cybersecurity technologies to address any identified vulnerabilities and opportunities.

In addition, EOG's internal audit function, in conjunction with third-party experts, play a key role in reviewing and assessing EOG's cybersecurity technologies, controls and procedures, including conducting penetration testing and vulnerability assessments.

In the event of an incident, EOG has a designated response team and written response plan in place with predefined escalation and response procedures.

EOG also has processes in place to monitor the cybersecurity risk exposure and security practices of key service providers to assess their cyber preparedness.

While such technologies, controls, and procedures cannot entirely eliminate cybersecurity threats, EOG believes the risks from cybersecurity threats (including as a result of previous cybersecurity incidents) have been effectively managed and contained, and have not materially affected, and are not reasonably likely to materially affect, EOG and its business strategy, results of operations or financial condition.

See ITEM 1A, Risk Factors, for related discussion.

As technology and potential cybersecurity threats evolve, EOG intends to continue to adapt and enhance its cybersecurity controls, procedures, and protections.

Cyber Expertise & Experience

As discussed above, EOG's cybersecurity team consists of in-house cybersecurity professionals and external threat analysts, consultants and service providers.

EOG's in-house professionals and external threat analysts possess various cybersecurity certifications.

EOG's cybersecurity team is led by EOG's group director, information systems and senior manager, information systems security, who each have over six years of experience overseeing EOG's cybersecurity processes and strategy.

Cyber Governance & Oversight

EOG's cybersecurity team reports to EOG's Senior Vice President and Chief Information and Technology Officer, who has served as EOG's Chief Technology Officer since 2017 and as EOG's Chief Information Officer for over 25 years.

EOG's cybersecurity team leadership, Senior Vice President and Chief Information and Technology Officer and other members of senior management regularly report to EOG's Audit Committee and Board of Directors (Board) regarding cybersecurity matters, including the assessments performed regarding EOG's cybersecurity technologies, controls and procedures.

As part of its risk oversight responsibility and pursuant to its charter, the Audit Committee, in consultation with the Board and the Board's other committees, oversees our policies, strategies, and initiatives for mitigating cybersecurity and information technology risks.

*Acreage.* The following table summarizes EOG's gross and net developed and undeveloped acreage at December 31, [removed: 2022] [added: 2023] (in thousands of acres).

Approximately 0.1 million net acres will expire in [removed: 2023,] [added: 2024,] 0.1 million net acres will expire in [removed: 2024] [added: 2025] and [removed: 1.0] [added: 1.1] million [added: net] acres will expire in [removed: 2025] [added: 2026] 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: 2022,] [added: 2023,] there were no proved undeveloped reserves (PUDs) associated with undeveloped 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 [removed: 2025] [added: 2026] depending on EOG's decision to move forward with its defined work program or unless EOG is either granted a production license or an extension of the permit.

The following table represents EOG's gross and net productive wells at December 31, [removed: 2022,] [added: 2023,] including [removed: 2,530] [added: 2,868] wells in which we hold a royalty interest.

| Trinidad | | | 2 | | | | | | 2 | | | | | | [removed: 35] [added: 38] | | | | | | [removed: 29] [added: 32] | | | | | | [removed: 37] [added: 40] | | | | | | [removed: 31] [added: 34] | | |

(1) EOG operated [removed: 9,039] [added: 9,304] gross and [removed: 8,053] [added: 8,291] net producing crude oil and natural gas wells at December 31, [removed: 2022.][added: 2023.]

Gross crude oil and natural gas wells include [removed: 143] [added: 58] wells with multiple completions.

During the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] EOG expended [removed: $5.2] [added: $6.0] billion, [removed: $4.0] [added: $5.2] billion and [removed: $3.7] [added: $4.0] billion, respectively, for exploratory and development drilling, facilities and acquisition of leases and producing properties, including asset retirement costs of [removed: $298] [added: $257] million, [removed: $127] [added: $298] million and [removed: $117] [added: $127] 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: 2022, 2021] [added: 2023, 2022] and [removed: 2020:][added: 2021:]

| United States | | | [removed: 580 | | | | | | 13] [added: 5] | | | | | | [removed: 15] [added: —] | | | | | | [removed: 608] [added: 5] | | | | | | [removed: 3] [added: 5] | | | | | | — | | | | | | [removed: 4 | | | | | | 7] [added: 5] | | |

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

The following tables set forth the results of the net crude oil and natural gas wells completed for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020:][added: 2021:]

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

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: 2022, 2021] [added: 2023, 2022] and [removed: 2020:][added: 2021:]

| | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | |

| United States | | | [removed: 251] [added: 254] | | | | | | [removed: 213] [added: 212] | | | | | | [removed: 191] [added: 251] | | | | | | [removed: 167] [added: 213] | | | | | | [removed: 155] [added: 191] | | | | | | [removed: 147] [added: 167] | | |

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

| Total | | | [removed: 252] [added: 257] | | | | | | [removed: 214] [added: 215] | | | | | | [removed: 192] [added: 252] | | | | | | [removed: 168] [added: 214] | | | | | | [removed: 160] [added: 192] | | | | | | [removed: 152] [added: 168] | | |

At December 31, [removed: 2022,] [added: 2023,] there were approximately [removed: 88] [added: 134] MMBoe of net PUDs associated with EOG's inventory of DUCs.

| United States | | | [removed: 122] [added: 156] | | | | | | [removed: 98] [added: 132] | | | | | | [removed: 121] [added: 122] | | | | | | [removed: 105] [added: 98] | | | | | | [removed: 89] [added: 121] | | | | | | [removed: 86] [added: 105] | | |

| Total | | | [removed: 122] [added: 157] | | | | | | [removed: 98] [added: 133] | | | | | | [removed: 121] [added: 122] | | | | | | [removed: 105] [added: 98] | | | | | | [removed: 92] [added: 121] | | | | | | [removed: 89] [added: 105] | | |

EOG acquired wells as set forth in the following table (excluding the acquisition of additional interests in [removed: 74, 5] [added: 4, 74] and [removed: 8] [added: 5] net wells in which EOG previously owned an interest for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively) for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020:][added: 2021:]

| United States | | | [removed: 80] [added: 595] | | | | | | [removed: 3] [added: 152] | | | | | | [removed: 83] [added: 2] | | | | | | [removed: 70] [added: 749] | | | | | | [removed: 3] [added: 9] | | | | | | [removed: 73] [added: 7] | | | [added: | | | — | | | | | | 16 | | |]

| Total | | | [removed: 80] [added: 5] | | | | | | [removed: 3] [added: —] | | | | | | [removed: 83] [added: 5] | | | | | | [removed: 70] [added: 5] | | | | | | [removed: 3] [added: —] | | | | | | [removed: 73] [added: 5] | | |

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

| United States | | | 1,869 | | | | | | 1,500 | | | | | | 2,747 | | | | | | 1,866 | | | | | | 4,616 | | | | | | 3,366 | | |

| Trinidad | | | 77 | | | | | | 65 | | | | | | 238 | | | | | | 139 | | | | | | 315 | | | | | | 204 | | |

| Total | | | 1,946 | | | | | | 1,565 | | | | | | 3,994 | | | | | | 3,014 | | | | | | 5,940 | | | | | | 4,579 | | |

| United States | | | 9,475 | | | | | | 6,652 | | | | | | 3,595 | | | | | | 1,772 | | | | | | 13,070 | | | | | | 8,424 | | |

| Total (1) | | | 9,477 | | | | | | 6,654 | | | | | | 3,633 | | | | | | 1,804 | | | | | | 13,110 | | | | | | 8,458 | | |

| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | 595 | | | | | | 154 | | | | | | 2 | | | | | | 751 | | | | | | 9 | | | | | | 8 | | | | | | — | | | | | | 17 | | |

| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| United States | | | 490 | | | | | | 135 | | | | | | 2 | | | | | | 627 | | | | | | 7 | | | | | | 6 | | | | | | — | | | | | | 13 | | |

| Total | | | 490 | | | | | | 137 | | | | | | 2 | | | | | | 629 | | | | | | 7 | | | | | | 7 | | | | | | — | | | | | | 14 | | |

| | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | |

| Trinidad | | | 1 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

| Trinidad | | | 77 | | | | | | 65 | | | | | | 216 | | | | | | 125 | | | | | | 293 | | | | | | 190 | | |

| 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 | | |

| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | 580 | | | | | | 13 | | | | | | 15 | | | | | | 608 | | | | | | 3 | | | | | | 3 | | | | | | 4 | | | | | | 10 | | |

| United States | | | 516 | | | | | | 12 | | | | | | 15 | | | | | | 543 | | | | | | 2 | | | | | | — | | | | | | 3 | | | | | | 5 | | |

| Total | | | 516 | | | | | | 12 | | | | | | 15 | | | | | | 543 | | | | | | 2 | | | | | | 2 | | | | | | 3 | | | | | | 7 | | |

| China | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3 | | | | | | 3 | | |

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

| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

None.

The information concerning mine safety violations and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95 to this report.

As of February [removed: 16, 2023,] [added: 15, 2024,] there were approximately [removed: 2,800] [added: 3,000] record holders and approximately [removed: 1,075,000] [added: 1,093,000] beneficial owners of EOG's common stock.

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

For additional discussion, see ITEM [removed: 1A, Risk Factors.][added: 1A.]

| 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 [added: (2)] | | | | | | (d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs [removed: (2)] [added: (3)] | | |

[removed: (1)The 167,585 total shares for the quarter ended December 31, 2022, and the 996,588] [added: Also includes 82,707] total shares [removed: for the full year 2022, consist solely of shares] that were withheld by or returned to EOG [added: during the quarter ended December 31, 2023, at an average price of $127.66 per share,] (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 [removed: options.][added: options (such shares do not count against the November 2021 Authorization).]

(2)Effective November 4, 2021, [removed: the] [added: EOG's] Board [added: of Directors (Board)] established a new share repurchase authorization [removed: to allow] [added: that allows] for the repurchase by EOG of up to $5 billion of its common stock (November 2021 Authorization).

[removed: Under] [added: (3)Under] the November 2021 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.

The timing and amount of [removed: repurchases, if any, will be] [added: repurchases is] at the discretion of EOG's management and [removed: will depend] [added: depends] on a variety of factors, including the [removed: then-trading] [added: trading] price of EOG's common stock, corporate and regulatory requirements, [removed: and] other market and economic [removed: conditions.][added: conditions, the availability of cash to effect repurchases and EOG's anticipated future capital expenditures and other commitments requiring cash.]

Repurchased shares [removed: will be] [added: are] held as treasury shares and [removed: will be] [added: are] available for general corporate purposes.

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

The performance graph shown below compares the cumulative five-year total return to stockholders [removed: on] [added: of] EOG's common stock as compared to the cumulative five-year total returns [removed: on] [added: of] the Standard and Poor's 500 Index (S&P 500) and the Standard and Poor's 500 Oil & Gas Exploration & Production Index (S&P O&G E&P).

1.$100 was invested on December 31, [removed: 2017] [added: 2018] 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: 2022)][added: 2023)]

[removed: ][added: ]

| | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

Risk Factors.

| October 1, 2023 - October 31, 2023 | | | | | | 59,602 | | | | | | $ | 129.19 | | | | | $ | — | | | | | $ | 4,328,867,620 | |

| November 1, 2023 - November 30, 2023 | | | | | | 1,198,980 | | | | | | 122.96 | | | | | | 145,760,313 | | | | | | 4,183,107,307 | | |

| December 1, 2023 - December 31, 2023 | | | | | | 1,269,005 | | | | | | 122.49 | | | | | | 154,239,583 | | | | | | 4,028,867,724 | | |

| Total | | | | | | 2,527,587 | | | | | | 122.87 | | | | | | 299,999,896 | | | | | | | | |

(1)Includes 2,444,880 shares repurchased during the quarter ended December 31, 2023, at an average price of $122.71 per share (inclusive of commissions and transaction fees), pursuant to the November 2021 Authorization (as defined and further discussed below); such repurchases count against the November 2021 Authorization.

The share repurchases during December 2023 were made pursuant to a Rule 10b5-1 trading plan entered into by EOG on December 1, 2023 (prior to the opening of trading on such day).

As of the date of this filing, (i) EOG has repurchased an aggregate 8,648,918 shares at a total cost of $971,132,276 (inclusive of commissions and transaction fees) under the November 2021 Authorization and (ii) an additional $4,028,867,724 of shares may be purchased under the November 2021 Authorization.

| EOG | | | $ | 100.00 | | | | | $ | 97.18 | | | | | $ | 59.63 | | | | | $ | 112.52 | | | | | $ | 176.50 | | | | | $ | 172.96 | |

| S&P 500 | | | $ | 100.00 | | | | | $ | 131.49 | | | | | $ | 155.68 | | | | | $ | 200.37 | | | | | $ | 164.08 | | | | | $ | 207.21 | |

| S&P O&G E&P | | | $ | 100.00 | | | | | $ | 112.02 | | | | | $ | 72.35 | | | | | $ | 135.35 | | | | | $ | 214.52 | | | | | $ | 214.60 | |

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

These shares do not count against the November 2021 Authorization (as defined and further discussed below).

EOG did not repurchase any shares under the November 2021 Authorization during the fourth quarter of 2022.

| 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 | |

*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: 2022.][added: 2023.]

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: 2022.][added: 2023.]

There were no changes in EOG's internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2022,] [added: 2023,] that have materially affected, or are reasonably likely to materially affect, EOG's internal control over financial reporting.

*Trading Plans/Arrangements.* During the quarter ended December 31, 2023, no director or Section 16 officer of EOG adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K).

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.

The information required by this Item is incorporated by reference from (i) EOG's Definitive Proxy Statement with respect to its [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed not later than April [removed: 30, 2023] [added: 29, 2024] 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: 2023] [added: 2024] Annual Meeting of Stockholders to be filed not later than April [removed: 30, 2023.][added: 29, 2024.]

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: 2023] [added: 2024] Annual Meeting of Stockholders to be filed not later than April [removed: 30, 2023.][added: 29, 2024.]

The 2021 Plan provides for grants of stock options, [removed: SARs,] [added: stock appreciation rights (SARs),] restricted stock, restricted stock units (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.

As of December 31, [removed: 2022, 432,281] [added: 2023, 455,545] 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: 2022.][added: 2023.]

| Equity Compensation Plans [added: Not] Approved by EOG Stockholders | | | | | | [removed: 5,653,833] [added: 359,181] | | | [removed: (2)] [added: (4)] | | | [removed: $] [added: N/A] | [removed: 77.49] | | | | | [removed: 17,803,386] [added: 84,455] | | | [removed: (3)] [added: (5)] | | |

(2)Amount includes (i) [removed: 4,224,628] [added: 2,842,973] outstanding stock option and SAR grants, (ii) [removed: 741,411] [added: 784,210] 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: 687,794] [added: 630,388] 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: 687,794] [added: 630,388] 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: 1,375,588] [added: 1,260,776] performance units could be outstanding and (B) accordingly, a minimum of 0 and a maximum of [removed: 1,375,588] [added: 1,260,776] shares of EOG common stock could be issued upon the vesting of such grants.

(3)Consists of (i) [removed: 16,425,288] [added: 15,099,333] shares remaining available for issuance under the 2021 Plan and (ii) [removed: 1,378,098] [added: 1,185,471] 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: 340,078] [added: 359,181] phantom shares issued and outstanding under the Deferral Plan as of December 31, [removed: 2022).][added: 2023).]

| Equity Compensation Plans Approved by EOG Stockholders | | | | | | 4,257,571 | | | (2) | | | $ | 79.22 | | | | | 16,284,804 | | | (3) | | |

| Total | | | | | | 4,616,752 | | | | | | | | | | | | 16,369,259 | | | | | |

| Equity Compensation Plans Not Approved by EOG Stockholders | | | | | | 340,078 | | | (4) | | | N/A | | | | | | 107,719 | | | (5) | | |

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

The information required by this Item is incorporated by reference from EOG's Definitive Proxy Statement with respect to its [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed not later than April [removed: 30, 2023.][added: 29, 2024.]

The information required by this Item is incorporated by reference from EOG's Definitive Proxy Statement with respect to its [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed not later than April [removed: 30, 2023.][added: 29, 2024.]

| Management's Responsibility for Financial Reporting | | | [removed: F-[2](#i5c24e16f8e4a45108fe85f2bde322d02_139)] [added: F-[2](#i851262276cee4a6cbb0e8c6b4ff4fe38_139)] | | |

| Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) | | | [removed: F-[3](#i5c24e16f8e4a45108fe85f2bde322d02_142)] [added: F-[3](#i851262276cee4a6cbb0e8c6b4ff4fe38_142)] | | |

| Consolidated Statements of Income [removed: (Loss)] and Comprehensive Income [removed: (Loss)] for Each of the Three Years in the Period Ended December 31, [removed: 2022] [added: 2023] | | | [removed: F-[5](#i5c24e16f8e4a45108fe85f2bde322d02_145)] [added: F-[6](#i851262276cee4a6cbb0e8c6b4ff4fe38_145)] | | |

| Consolidated Balance Sheets - December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | [removed: F-[6](#i5c24e16f8e4a45108fe85f2bde322d02_148)] [added: F-[7](#i851262276cee4a6cbb0e8c6b4ff4fe38_148)] | | |

| Consolidated Statements of Stockholders' Equity for Each of the Three Years in the Period Ended December 31, [removed: 2022] [added: 2023] | | | [removed: F-[7](#i5c24e16f8e4a45108fe85f2bde322d02_151)] [added: F-[8](#i851262276cee4a6cbb0e8c6b4ff4fe38_151)] | | |

| Consolidated Statements of Cash Flows for Each of the Three Years in the Period Ended December 31, [removed: 2022] [added: 2023] | | | [removed: F-[8](#i5c24e16f8e4a45108fe85f2bde322d02_154)] [added: F-[9](#i851262276cee4a6cbb0e8c6b4ff4fe38_154)] | | |

| Notes to Consolidated Financial Statements | | | [removed: F-[9](#i5c24e16f8e4a45108fe85f2bde322d02_157)] [added: F-[10](#i851262276cee4a6cbb0e8c6b4ff4fe38_157)] | | |

| Supplemental Information to Consolidated Financial Statements | | | [removed: F-[37](#i5c24e16f8e4a45108fe85f2bde322d02_229)] [added: F-[37](#i851262276cee4a6cbb0e8c6b4ff4fe38_229)] | | |

EOG's management assessed the effectiveness of EOG's internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on this assessment and those criteria, management believes that EOG maintained effective internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

We have audited the accompanying consolidated balance sheets of EOG Resources, Inc. and subsidiaries (the "Company") as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income [removed: (loss)] and comprehensive [removed: income (loss),] [added: income,] stockholders' equity, and cash [removed: flows] [added: flows,] for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes (collectively referred to as the [removed: “financial statements”).][added: "financial statements").]

We also have audited the [removed: Company's] [added: Company’s] internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on [removed: the] criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

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

The Company’s [removed: capitalized costs of] proved oil and [removed: natural] gas properties are depleted using the units of production method based on estimated proved [removed: reserves.][added: crude oil, natural gas liquids (NGLs), and natural gas reserves (proved reserves).]

The Company’s reserve engineers estimate [removed: crude oil, NGLs and natural gas] [added: proved reserves] quantities using these estimates [added: along with estimates] and assumptions [removed: and] [added: related to] engineering data.

Changes in these [added: estimates and] assumptions could materially affect the [removed: Company’s] estimated [removed: reserve] quantities [removed: and] [added: of] the [added: Company’s proved reserves, which in turn could have a significant impact on the] amount of [removed: depletion.][added: depletion expense.]

[removed: Proved] [added: The proved] oil and gas properties [removed: were $23.8] [added: balance, net was $24.8] billion as of December 31, [removed: 2022, net of accumulated depletion,] [added: 2023,] and depletion [added: expense] was [removed: $3.3 billion,] [added: $3.2 billion] for the year then ended.

Given the significant judgments made by management, performing audit procedures to evaluate the Company’s estimated proved [removed: crude oil, NGLs and natural gas] reserve quantities, [added: including management’s estimates and assumptions related to converting proved undeveloped reserves to producing properties within five years,] required a high degree of auditor judgment and an increased extent of effort.

Our audit procedures related to management’s significant [removed: estimates] [added: judgments] and assumptions related to [removed: crude oil, NGLs and natural gas] [added: proved] reserve quantities [added: and converting proved undeveloped reserves to producing properties within five years] included the following, among others:

◦Comparing the Company’s [added: proved] reserve volumes to those independently developed by [removed: the] [added: management’s expert, an] independent [removed: petroleum consultants.][added: reserve engineering firm]

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

◦Assessing the reasonableness of the production volume decline curves by comparing to historical decline curve [removed: estimates.][added: estimates]

CONSOLIDATED STATEMENTS OF INCOME [removed: (LOSS)] AND COMPREHENSIVE [removed: INCOME (LOSS)][added: INCOME]

| Year Ended December 31 | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Crude Oil and Condensate | | | $ | [removed: 16,367] [added: 13,748] | | | | | $ | [removed: 11,125] [added: 16,367] | | | | | $ | [removed: 5,786] [added: 11,125] | |

| Natural Gas Liquids | | | [removed: 2,648] [added: 1,884] | | | | | | [removed: 1,812] [added: 2,648] | | | | | | [removed: 668] [added: 1,812] | | |

| Natural Gas | | | [removed: 3,781] [added: 1,744] | | | | | | [removed: 2,444] [added: 3,781] | | | | | | [removed: 837] [added: 2,444] | | |

| Gains (Losses) on Mark-to-Market Financial Commodity Derivative Contracts, Net | | | [removed: (3,982)] [added: 818] | | | | | | [removed: (1,152)] [added: (3,982)] | | | | | | [removed: 1,145] [added: (1,152)] | | |

| Gathering, Processing and Marketing | | | [removed: 6,696] [added: 5,806] | | | | | | [removed: 4,288] [added: 6,696] | | | | | | [removed: 2,583] [added: 4,288] | | |

| Gains [removed: (Losses)] on Asset Dispositions, Net | | | [removed: 74] [added: 95] | | | | | | [removed: 17] [added: 74] | | | | | | [removed: (47)] [added: 17] | | |

| Other, Net | | | [removed: 118] [added: 91] | | | | | | [removed: 108] [added: 118] | | | | | | [removed: 60] [added: 108] | | |

| Total | | | [removed: 25,702] [added: 24,186] | | | | | | [removed: 18,642] [added: 25,702] | | | | | | [removed: 11,032] [added: 18,642] | | |

| Lease and Well | | | [removed: 1,331] [added: 1,454] | | | | | | [removed: 1,135] [added: 1,331] | | | | | | [removed: 1,063] [added: 1,135] | | |

| Transportation Costs | | | [removed: 966] [added: 957] | | | | | | [removed: 863] [added: 966] | | | | | | [removed: 735] [added: 863] | | |

| Gathering and Processing Costs | | | [removed: 621] [added: 663] | | | | | | [removed: 559] [added: 621] | | | | | | [removed: 459] [added: 559] | | |

| Exploration Costs | | | [removed: 159] [added: 181] | | | | | | [removed: 154] [added: 159] | | | | | | [removed: 146] [added: 154] | | |

| Dry Hole Costs | | | [removed: 45] [added: 1] | | | | | | [removed: 71] [added: 45] | | | | | | [removed: 13] [added: 71] | | |

| Impairments | | | [removed: 382] [added: 202] | | | | | | [removed: 376] [added: 382] | | | | | | [removed: 2,100] [added: 376] | | |

| EZRA Y. YACOB | | | | | | ANN D. JANSSEN | | |

| February 22, 2024 | | | | | | | | |

The development of the Company’s estimated proved reserves volumes requires management to make significant estimates including the Company’s ability to convert proved undeveloped reserves to producing properties within five years of their initial reporting to the Securities and Exchange Commission.

- We tested the design, implementation, and operating effectiveness of controls related to the Company’s estimation of proved reserves, including controls relating to the five-year development plan.

- We evaluated the Company’s estimated proved reserves and reasonableness of management’s five-year development plan by:

◦Comparing the forecasts for proved undeveloped reserves to producing properties to evaluate historical conversion rates

◦Comparing the conversion plan for proved undeveloped reserves to the Company’s drill plan and the availability of capital relative to the drill plan

◦Reviewing internal communications to management and the Board of Directors

◦Comparing the forecasts to information included in Company press releases as well as in analyst and industry reports for the Company and certain of its peer companies

- We evaluated the experience, qualifications and objectivity of management’s expert, an independent reserve engineering firm, including the methodologies used to independently audit the proved reserve quantities of the Company.

February 22, 2024

| At December 31 | | | 2023 | | | | | | 2022 | | |

| Assets from Price Risk Management Activities | | | 106 | | | | | | — | | |

| Net Income | | | — | | | | | | — | | | | | | — | | | | | | 7,594 | | | | | | — | | | | | | 7,594 | | |

| Treasury Stock Repurchased | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (979) | | | | | | (979) | | |

| Balance at December 31, 2023 | | | $ | 206 | | | | | $ | 6,166 | | | | | $ | (9) | | | | | $ | 22,634 | | | | | $ | (907) | | | | | $ | 28,090 | |

| Year Ended December 31 | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Depreciation, Depletion and Amortization | | | 3,492 | | | | | | 3,542 | | | | | | 3,651 | | |

| Impairments | | | 202 | | | | | | 382 | | | | | | 376 | | |

EOG completed the exit of Block 36 and Block 49 located in the Sultanate of Oman (Oman) in 2023.

EOG has elected not to separate non-lease components for most asset classes, except for those asset classes where the non-lease (i.e. service) components comprise a material amount of the minimum lease payments.

*Recently Issued Accounting Standards.* In October 2023, the FASB issued ASU 2023-06, "Disclosure Improvements." The ASU incorporates several disclosure and presentation requirements currently residing in SEC Regulations S-X and S-K.

The amendments will be applied prospectively and are effective when the SEC removes the related requirements from Regulations S-X or S-K.

Any amendments the SEC does not remove by June 30, 2027, will not be effective.

As EOG is currently subject to these SEC requirements, this ASU is not expected to have a material impact on our consolidated financial statements or related disclosures.

In November 2023, the FASB issued ASU 2023-07 "Segment Reporting (Topic 820)," which updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

In addition, the amendment prescribes interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment, and contains other disclosure requirements.

The ASU is effective for public companies with annual periods beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024, with early adoption permitted.

EOG is currently evaluating the impact of the standard on our segment reporting disclosures.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" (ASU 2023-09).

ASU 2023-09 requires companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

In addition, ASU 2023-09 requires companies to disclose additional information about income taxes paid.

ASU 2023-09 will be effective for annual periods beginning after December 15, 2024, and although permitted, EOG does not intend to early adopt.

EOG is continuing to evaluate the provisions of ASU 2023-09 and does not anticipate a material impact on its consolidated financial statements and related disclosures upon adoption.

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

The New Facility replaced EOG's $2.0 billion senior unsecured Revolving Credit Agreement, dated as of June 27, 2019, with domestic and foreign lenders (2019 Facility), which had a scheduled maturity date of June 27, 2024 and was terminated by EOG (without penalty), effective as of June 7, 2023, in connection with the completion of the New Facility.

The New Facility also includes a swingline subfacility and a letter of credit subfacility.

The applicable margin used in connection with interest rates and fees will be based on EOG's credit rating for its senior unsecured long-term debt at the applicable time.

There were no borrowings or letters of credit outstanding under the 2019 Facility as of (i) December 31, 2022 or (ii) the June 7, 2023 effective date of the closing of the New Facility and termination of the 2019 Facility.

Under the November 2021 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.

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

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

The development of the Company’s estimated proved crude oil, NGLs and natural gas reserve volumes requires management to make significant estimates and assumptions.

- We tested the operating effectiveness of controls over the Company’s estimation of proved crude oil, NGLs and natural gas reserve quantities.

- We evaluated the Company’s estimated proved crude oil, NGLs and natural gas reserve quantities by:

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

February 23, 2023

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

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

EOG did not record an impact to retained earnings upon adoption and expects current and future credit losses to be immaterial.

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

EOG has elected not to separate non-lease components from all leases, excluding those for fracturing services, real estate and produced water disposal, as lease payments under these contracts contain significant non-lease components, such as labor and operating costs.

*Recently Issued Accounting Standards.* In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848)" (ASU 2020-04), which provides optional expedients and exceptions for accounting treatment of contracts which are affected by the anticipated discontinuation of the London InterBank Offered Rate (LIBOR) and other rates resulting from rate reform.

Contract terms that are modified due to the replacement of a reference rate are not required to be remeasured or reassessed under relevant accounting standards.

Early adoption is permitted.

ASU 2020-04 covers certain contracts which reference these rates and that are entered into on or before December 31, 2022.

EOG has evaluated the provisions of ASU 2020-04 and has concluded that the application of ASU 2020-04 will not have a material impact on its consolidated financial statements and related disclosures related to its $2.0 billion senior unsecured Revolving Credit Agreement.

| Total Long-Term Debt | | | $ | 3,795 | | | | | $ | 5,072 | |

EOG has not repurchased any shares under the November 2021 Authorization and, accordingly, $5 billion remained available for purchase under the November 2021 Authorization as of December 31, 2022.

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.

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 on the common stock of $1.80 per share paid on June 30, 2022, to stockholders of record as of June 15, 2022.

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

The Board also declared on such date a special dividend on the common stock of $1.00 per share paid on March 29, 2022, to stockholders of record as of March 15, 2022.

On November 4, 2021, the Board (i) 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, and (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.

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

The special cash dividend was paid on July 30, 2021, to stockholders of record as of July 16, 2021 (and was in addition to the quarterly cash dividend on the common stock of $0.4125 per share also paid on July 30, 2021, to stockholders of record as of July 16, 2021).

On February 25, 2021, the Board increased the quarterly cash dividend on the common stock from the previous $0.375 per share to $0.4125 per share, effective beginning with the dividend to be paid on April 30, 2021, to stockholders of record as of April 16, 2021.

On February 27, 2020, the Board increased the quarterly cash dividend on the common stock from the previous $0.2875 per share to $0.375 per share, effective beginning with the dividend to be paid on April 30, 2020, to stockholders of record as of April 16, 2020.

| Balance at December 31, 2019 | | | 582,213 | | | | | | (299) | | | | | | 581,914 | | |

| Common Stock Issued Under Stock-Based Compensation Plans | | | 1,482 | | | | | | — | | | | | | 1,482 | | |

| Treasury Stock Issued Under Stock-Based Compensation Plans | | | — | | | | | | 187 | | | | | | 187 | | |

EOG currently has one authorized series of preferred stock.

As of December 31, 2022, there were no shares of preferred stock outstanding.

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

| December 31, 2021 | | | (11) | | | | | | (1) | | | | | | (12) | | |

Other income, net for 2020 included interest income ($12 million), partially offset by equity losses from investments in ammonia plants in Trinidad ($2 million).