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Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

EOG RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

(In Millions, Except Per Share Data)

(Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Operating Revenues and Other
Crude Oil and Condensate$2,929$1,395$7,879$4,075
Natural Gas Liquids5481851,229439
Natural Gas5681841,597535
Gains (Losses) on Mark-to-Market Commodity Derivative Contracts(494)(4)(1,288)1,075
Gathering, Processing and Marketing1,1865393,0561,940
Gains (Losses) on Asset Dispositions, Net1(71)46(41)
Other, Net27187944
Total4,7652,24612,5988,067
Operating Expenses
Lease and Well270227810802
Transportation Costs219180635540
Gathering and Processing Costs145115412340
Exploration Costs4438112105
Dry Hole Costs4132813
Impairments82791701,957
Marketing Costs1,1845233,0132,077
Depreciation, Depletion and Amortization9278232,7412,530
General and Administrative142125372371
Taxes Other Than Income277126731364
Total3,2942,2499,0249,099
Operating Income (Loss)1,471(3)3,574(1,032)
Other Income, Net63—17
Income (Loss) Before Interest Expense and Income Taxes1,477—3,574(1,015)
Interest Expense, Net4853140152
Income (Loss) Before Income Taxes1,429(53)3,434(1,167)
Income Tax Provision (Benefit)334(11)755(225)
Net Income (Loss)$1,095$(42)$2,679$(942)
Net Income (Loss) Per Share
Basic$1.88$(0.07)$4.62$(1.63)
Diluted$1.88$(0.07)$4.59$(1.63)
Average Number of Common Shares
Basic581579580579
Diluted584579584579
Comprehensive Income (Loss)
Net Income (Loss)$1,095$(42)$2,679$(942)
Other Comprehensive Income (Loss)
Foreign Currency Translation Adjustments2(3)(1)(3)
Other, Net of Tax————
Other Comprehensive Income (Loss)2(3)(1)(3)
Comprehensive Income (Loss)$1,097$(45)$2,678$(945)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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EOG RESOURCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Millions, Except Share Data)

(Unaudited)

September 30, 2021December 31, 2020
ASSETS
Current Assets
Cash and Cash Equivalents$4,293$3,329
Accounts Receivable, Net2,1541,522
Inventories521629
Assets from Price Risk Management Activities1865
Income Taxes Receivable—23
Other363294
Total7,3495,862
Property, Plant and Equipment
Oil and Gas Properties (Successful Efforts Method)67,02464,793
Other Property, Plant and Equipment4,6944,479
Total Property, Plant and Equipment71,71869,272
Less: Accumulated Depreciation, Depletion and Amortization(43,173)(40,673)
Total Property, Plant and Equipment, Net28,54528,599
Deferred Income Taxes142
Other Assets1,2641,342
Total Assets$37,172$35,805
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable$1,972$1,681
Accrued Taxes Payable492206
Dividends Payable240217
Liabilities from Price Risk Management Activities238—
Current Portion of Long-Term Debt38781
Current Portion of Operating Lease Liabilities250295
Other254280
Total3,4843,460
Long-Term Debt5,0795,035
Other Liabilities2,2142,149
Deferred Income Taxes4,6304,859
Commitments and Contingencies (Note 8)
Stockholders' Equity
Common Stock, $0.01 Par, 1,280,000,000 Shares Authorized and 585,361,866 Shares Issued at September 30, 2021 and 583,694,850 Shares Issued at December 31, 2020206206
Additional Paid in Capital6,0585,945
Accumulated Other Comprehensive Loss(13)(12)
Retained Earnings15,54214,170
Common Stock Held in Treasury, 371,249 Shares at September 30, 2021 and 124,265 Shares at December 31, 2020(28)(7)
Total Stockholders' Equity21,76520,302
Total Liabilities and Stockholders' Equity$37,172$35,805

The accompanying notes are an integral part of these condensed consolidated financial statements.

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EOG RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In Millions, Except Per Share Data)

(Unaudited)

Common StockAdditional Paid In CapitalAccumulated Other Comprehensive Income (Loss)Retained EarningsCommon Stock Held In TreasuryTotal Stockholders' Equity
Balance at June 30, 2021$206$6,017$(15)$14,689$(16)$20,881
Net Income———1,095—1,095
Common Stock Dividends Declared, $0.4125 Per Share———(242)—(242)
Other Comprehensive Income——2——2
Common Stock Issued Under Stock Plans——————
Change in Treasury Stock - Stock Compensation Plans, Net—(5)——(17)(22)
Restricted Stock and Restricted Stock Units, Net—(5)——5—
Stock-Based Compensation Expenses—51———51
Treasury Stock Issued as Compensation——————
Balance at September 30, 2021$206$6,058$(13)$15,542$(28)$21,765
Common StockAdditional Paid In CapitalAccumulated Other Comprehensive Income (Loss)Retained EarningsCommon Stock Held In TreasuryTotal Stockholders' Equity
Balance at June 30, 2020$206$5,886$(5)$14,312$(11)$20,388
Net Loss———(42)—(42)
Common Stock Dividends Declared, $0.375 Per Share———(219)—(219)
Other Comprehensive Loss——(3)——(3)
Change in Treasury Stock - Stock Compensation Plans, Net————(10)(10)
Restricted Stock and Restricted Stock Units, Net—(3)——3—
Stock-Based Compensation Expenses—33———33
Treasury Stock Issued as Compensation————11
Balance at September 30, 2020$206$5,916$(8)$14,051$(17)$20,148

The accompanying notes are an integral part of these condensed consolidated financial statements.

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EOG RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In Millions, Except Per Share Data)

(Unaudited)

Common StockAdditional Paid In CapitalAccumulated Other Comprehensive Income (Loss)Retained EarningsCommon Stock Held In TreasuryTotal Stockholders' Equity
Balance at December 31, 2020$206$5,945$(12)$14,170$(7)$20,302
Net Income———2,679—2,679
Common Stock Dividends Declared, $2.2375 Per Share———(1,307)—(1,307)
Other Comprehensive Loss——(1)——(1)
Common Stock Issued Under Stock Plans—9———9
Change in Treasury Stock - Stock Compensation Plans, Net—(7)——(27)(34)
Restricted Stock and Restricted Stock Units, Net—(6)——6—
Stock-Based Compensation Expenses—117———117
Treasury Stock Issued as Compensation——————
Balance at September 30, 2021$206$6,058$(13)$15,542$(28)$21,765
Common StockAdditional Paid In CapitalAccumulated Other Comprehensive Income (Loss)Retained EarningsCommon Stock Held In TreasuryTotal Stockholders' Equity
Balance at December 31, 2019$206$5,817$(5)$15,649$(27)$21,640
Net Loss———(942)—(942)
Common Stock Dividends Declared, $1.125 Per Share———(656)—(656)
Other Comprehensive Loss——(3)——(3)
Change in Treasury Stock - Stock Compensation Plans, Net—(7)——1(6)
Restricted Stock and Restricted Stock Units, Net—(7)——7—
Stock-Based Compensation Expenses—113———113
Treasury Stock Issued as Compensation————22
Balance at September 30, 2020$206$5,916$(8)$14,051$(17)$20,148

The accompanying notes are an integral part of these condensed consolidated financial statements.

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EOG RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Millions)

(Unaudited)

Nine Months Ended September 30,
20212020
Cash Flows from Operating Activities
Reconciliation of Net Income (Loss) to Net Cash Provided by Operating Activities:
Net Income (Loss)$2,679$(942)
Items Not Requiring (Providing) Cash
Depreciation, Depletion and Amortization2,7412,530
Impairments1701,957
Stock-Based Compensation Expenses117113
Deferred Income Taxes(244)(241)
(Gains) Losses on Asset Dispositions, Net(46)41
Other, Net152
Dry Hole Costs2813
Mark-to-Market Commodity Derivative Contracts
Total (Gains) Losses1,288(1,075)
Net Cash Received from (Payments for) Settlements of Commodity Derivative Contracts(516)999
Other, Net8(1)
Changes in Components of Working Capital and Other Assets and Liabilities
Accounts Receivable(639)931
Inventories9592
Accounts Payable115(1,222)
Accrued Taxes Payable28612
Other Assets(55)415
Other Liabilities(317)(13)
Changes in Components of Working Capital Associated with Investing Activities(100)276
Net Cash Provided by Operating Activities5,6253,887
Investing Cash Flows
Additions to Oil and Gas Properties(2,689)(2,459)
Additions to Other Property, Plant and Equipment(147)(165)
Proceeds from Sales of Assets154189
Changes in Components of Working Capital Associated with Investing Activities100(276)
Net Cash Used in Investing Activities(2,582)(2,711)
Financing Cash Flows
Long-Term Debt Borrowings—1,484
Long-Term Debt Repayments(750)(1,000)
Dividends Paid(1,278)(601)
Treasury Stock Purchased(33)(15)
Proceeds from Stock Options Exercised and Employee Stock Purchase Plan98
Debt Issuance Costs—(3)
Repayment of Finance Lease Liabilities(27)(13)
Net Cash Used in Financing Activities(2,079)(140)
Effect of Exchange Rate Changes on Cash—2
Increase in Cash and Cash Equivalents9641,038
Cash and Cash Equivalents at Beginning of Period3,3292,028
Cash and Cash Equivalents at End of Period$4,293$3,066

The accompanying notes are an integral part of these condensed consolidated financial statements.

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EOG RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Summary of Significant Accounting Policies

General. The condensed consolidated financial statements of EOG Resources, Inc., together with its subsidiaries (collectively, EOG), included herein have been prepared by management without audit pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC). Accordingly, they reflect all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the financial results for the interim periods presented. Certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations. However, management believes that the disclosures included either on the face of the financial statements or in these notes are sufficient to make the interim information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in EOG's Annual Report on Form 10-K for the year ended December 31, 2020, filed on February 25, 2021 (EOG's 2020 Annual Report).

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The operating results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results to be expected for the full year.

Effective January 1, 2021, EOG adopted the provisions of Accounting Standards Update (ASU) 2019-12, "Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes" (ASU 2019-12). ASU 2019-12 amends certain aspects of accounting for income taxes, including the removal of specific exceptions within existing U.S. GAAP related to the incremental approach for intraperiod tax allocation and updates to the general methodology for calculating income taxes in interim periods, among other changes. ASU 2019-12 also requires an entity to reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date, among other requirements. The effects of ASU 2019-12 applicable to EOG were all required on a prospective basis. There was no impact upon adoption of ASU 2019-12 to EOG's consolidated financial statements or related disclosures.

Recently Issued Accounting Standards. In March 2020, the Financial Accounting Standards Board (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 is evaluating the provisions of ASU 2020-04 and has not determined the full impact on its consolidated financial statements and related disclosures related to its $2.0 billion senior unsecured Revolving Credit Agreement.

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EOG RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

2. Stock-Based Compensation

As more fully discussed in Note 7 to the Consolidated Financial Statements included in EOG's 2020 Annual Report, EOG maintains various stock-based compensation plans. Stock-based compensation expense is included on the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) based upon the job function of the employees receiving the grants as follows (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Lease and Well$11$9$36$39
Gathering and Processing Costs1—21
Exploration Costs411515
General and Administrative35236458
Total$51$33$117$113

The Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (2008 Plan) provided for grants of stock options, stock-settled stock appreciation rights (SARs), restricted stock and restricted stock units, performance units and other stock-based awards.

EOG's stockholders approved the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan (2021 Plan) at the 2021 Annual Meeting of Stockholders. Therefore, no further grants were made from the 2008 Plan from and after the April 29, 2021 effective date of the 2021 Plan. The 2021 Plan provides for grants of stock options, SARs, restricted stock and restricted stock units, restricted stock units with performance-based conditions (together with the performance units granted under the 2008 Plan, "Performance Units") and other stock-based awards, up to an aggregate maximum of 20 million shares of common stock, plus any shares that are subject to outstanding awards under the 2008 Plan as of April 29, 2021, that are subsequently canceled, forfeited, expire or are otherwise not issued or are settled in cash. Under the 2021 Plan, grants may be made to employees and non-employee members of EOG's Board of Directors (Board). EOG's policy is to issue shares related to 2021 Plan grants from previously authorized unissued shares or treasury shares to the extent treasury shares are available.

At September 30, 2021, approximately 17 million shares of common stock remained available for grant under the 2021 Plan.

Stock Options and Stock-Settled Stock Appreciation Rights and Employee Stock Purchase Plan*.* The fair value of stock option grants and SAR grants is estimated using the Hull-White II binomial option pricing model. The fair value of Employee Stock Purchase Plan (ESPP) grants is estimated using the Black-Scholes-Merton model. Stock-based compensation expense related to stock option, SAR and ESPP grants totaled $20 million and $23 million during the three months ended September 30, 2021 and 2020, respectively, and $39 million and $52 million during the nine months ended September 30, 2021 and 2020, respectively.

Weighted average fair values and valuation assumptions used to value stock option, SAR and ESPP grants during the nine-month periods ended September 30, 2021 and 2020 are as follows:

Stock Options/SARsESPP
Nine Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Weighted Average Fair Value of Grants$24.92$11.06$18.15$18.96
Expected Volatility42.24%44.46%51.23%55.53%
Risk-Free Interest Rate0.50%0.21%0.07%0.83%
Dividend Yield2.25%3.27%2.88%2.35%
Expected Life5.2 years5.2 years0.5 years0.5 years

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EOG RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

Expected volatility is based on an equal weighting of historical volatility and implied volatility from traded options in EOG's common stock. The risk-free interest rate is based upon United States Treasury yields in effect at the time of grant. The expected life is based upon historical experience and contractual terms of stock option, SAR and ESPP grants.

The following table sets forth stock option and SAR transactions for the nine-month periods ended September 30, 2021 and 2020 (stock options and SARs in thousands):

Nine Months Ended September 30, 2021Nine Months Ended September 30, 2020
Number of Stock Options/SARsWeighted Average Exercise PriceNumber of Stock Options/SARsWeighted Average Exercise Price
Outstanding at January 110,186$84.089,395$94.53
Granted1,97681.661,99337.62
Exercised (1)(448)64.18(23)69.59
Forfeited(984)98.64(1,077)88.54
Outstanding at September 30 (2)10,730$83.1310,288$84.19
Vested or Expected to Vest (3)10,407$83.659,963$84.86
Exercisable at September 30 (4)6,906$92.396,389$96.53

(1)The total intrinsic value of stock options/SARs exercised during the nine months ended September 30, 2021 and 2020 was $8 million and $0.4 million, respectively. The intrinsic value is based upon the difference between the market price of EOG's common stock on the date of exercise and the exercise price of the stock options/SARs.

(2)The total intrinsic value of stock options/SARs outstanding at September 30, 2021 and 2020 was $95 million and $0.01 million, respectively. At September 30, 2021 and 2020, the weighted average remaining contractual life was 4.3 years and 4.5 years, respectively.

(3)The total intrinsic value of stock options/SARs vested or expected to vest at September 30, 2021 and 2020 was $90 million and $0.01 million, respectively. At September 30, 2021 and 2020, the weighted average remaining contractual life was 4.3 years and 4.5 years, respectively.

(4)The total intrinsic value of stock options/SARs exercisable at September 30, 2021 and 2020 was $38 million and zero, respectively. At September 30, 2021 and 2020, the weighted average remaining contractual life was 3.2 years and 3.4 years, respectively.

At September 30, 2021, unrecognized compensation expense related to non-vested stock option, SAR and ESPP grants totaled $69 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 2.3 years.

Restricted Stock and Restricted Stock Units. Employees may be granted restricted (non-vested) stock and/or restricted stock units without cost to them. Stock-based compensation expense related to restricted stock and restricted stock units totaled $20 million and $4 million for the three months ended September 30, 2021 and 2020, respectively, and $65 million and $53 million for the nine months ended September 30, 2021 and 2020, respectively.

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EOG RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

The following table sets forth restricted stock and restricted stock unit transactions for the nine-month periods ended September 30, 2021 and 2020 (shares and units in thousands):

Nine Months Ended September 30, 2021Nine Months Ended September 30, 2020
Number of Shares and UnitsWeighted Average Grant Date Fair ValueNumber of Shares and UnitsWeighted Average Grant Date Fair Value
Outstanding at January 14,742$74.974,546$90.16
Granted1,40981.441,44038.16
Released (1)(1,321)101.63(1,139)85.94
Forfeited(65)68.49(63)90.00
Outstanding at September 30 (2)4,765$69.584,784$75.51

(1)The total intrinsic value of restricted stock and restricted stock units released during the nine months ended September 30, 2021 and 2020 was $104 million and $45 million, respectively. The intrinsic value is based upon the closing price of EOG's common stock on the date the restricted stock and restricted stock units are released.

(2)The total intrinsic value of restricted stock and restricted stock units outstanding at September 30, 2021 and 2020 was $383 million and $172 million, respectively.

At September 30, 2021, unrecognized compensation expense related to restricted stock and restricted stock units totaled $224 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 1.8 years.

Performance Units. EOG grants Performance Units annually to its executive officers without cost to them. As more fully discussed in the grant agreements, the performance metric applicable to the Performance Units is EOG's total shareholder return over a three-year performance period relative to the total shareholder return of a designated group of peer companies (Performance Period). Upon the application of the performance multiple at the completion of the Performance Period, a minimum of 0% and a maximum of 200% of the Performance Units granted could be outstanding. The fair value of the Performance Units is estimated using a Monte Carlo simulation. Stock-based compensation expense related to the Performance Unit grants totaled $11 million and $6 million for the three months ended September 30, 2021 and 2020, respectively, and $13 million and $8 million for the nine months ended September 30, 2021 and 2020, respectively.

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EOG RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

The following table sets forth the Performance Unit transactions for the nine-month periods ended September 30, 2021 and 2020 (units in thousands):

Nine Months Ended September 30, 2021Nine Months Ended September 30, 2020
Number of UnitsWeighted Average Grant Date Fair ValueNumber of UnitsWeighted Average Grant Date Fair Value
Outstanding at January 1613$88.38598$103.91
Granted22290.9417242.77
Granted for Performance Multiple (1)19113.8166119.10
Released (2)(175)113.06(223)103.87
Forfeited————
Outstanding at September 30 (3)679(4)$83.59613$88.38

(1)Upon completion of the Performance Period for the Performance Units granted in 2017 and 2016, a performance multiple of 125% and 150%, respectively, was applied to each of the grants resulting in additional grants of Performance Units in February 2021 and February 2020, respectively.

(2)The total intrinsic value of Performance Units released was $13 million for both the nine months ended September 30, 2021 and 2020. The intrinsic value is based upon the closing price of EOG's common stock on the date the Performance Units are released.

(3)The total intrinsic value of Performance Units outstanding at September 30, 2021 and 2020 was approximately $55 million and $22 million, respectively.

(4)Upon the application of the relevant performance multiple at the completion of each of the remaining Performance Periods, a minimum of zero and a maximum of 1,358 Performance Units could be outstanding.

At September 30, 2021, unrecognized compensation expense related to Performance Units totaled $15 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 2.1 years.

3. Net Income (Loss) Per Share

The following table sets forth the computation of Net Income (Loss) Per Share for the three-month and nine-month periods ended September 30, 2021 and 2020 (in millions, except per share data):

Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Numerator for Basic and Diluted Earnings Per Share -
Net Income (Loss)$1,095$(42)$2,679$(942)
Denominator for Basic Earnings Per Share -
Weighted Average Shares581579580579
Potential Dilutive Common Shares -
Stock Options/SARs/ESPP1—1—
Restricted Stock/Units and Performance Units2—3—
Denominator for Diluted Earnings Per Share -
Adjusted Diluted Weighted Average Shares584579584579
Net Income (Loss) Per Share
Basic$1.88$(0.07)$4.62$(1.63)
Diluted$1.88$(0.07)$4.59$(1.63)

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EOG RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

The diluted earnings per share calculation excludes stock option, SAR, restricted stock, restricted stock unit, Performance Unit and ESPP grants that were anti-dilutive. Shares underlying the excluded stock option, SAR and ESPP grants were 7 million shares for both the three and nine months ended September 30, 2021, and 9 million shares for both the three and nine months ended September 30, 2020. For the three and nine months ended September 30, 2020, 5 million shares underlying grants of restricted stock, restricted stock units and Performance Units were excluded.

4. Supplemental Cash Flow Information

Net cash paid (received) for interest and income taxes was as follows for the nine-month periods ended September 30, 2021 and 2020 (in millions):

Nine Months Ended September 30,
20212020
Interest (1)$134$152
Income Taxes, Net of Refunds Received$775$(263)

(1)Net of capitalized interest of $24 million for both the nine months ended September 30, 2021 and 2020.

EOG's accrued capital expenditures at September 30, 2021 and 2020 were $405 million and $244 million, respectively.

Non-cash investing activities for the nine months ended September 30, 2021 and 2020, included additions of $41 million and $135 million, respectively, to EOG's oil and gas properties as a result of property exchanges. Non-cash investing activities for the nine months ended September 30, 2021 and 2020, also included additions of $74 million and $73 million, respectively, to EOG's other property, plant and equipment made in connection with finance lease transactions for storage facilities.

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EOG RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

5. Segment Information

Selected financial information by reportable segment is presented below for the three-month and nine-month periods ended September 30, 2021 and 2020 (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Operating Revenues and Other
United States$4,692$2,196$12,293$7,913
Trinidad7235229111
Other International (1)1157643
Total$4,765$2,246$12,598$8,067
Operating Income (Loss)
United States (2)$1,455$(16)$3,422$(990)
Trinidad371212135
Other International (1) (3)(21)131(77)
Total1,471(3)3,574(1,032)
Reconciling Items
Other Income, Net63—17
Interest Expense, Net(48)(53)(140)(152)
Income (Loss) Before Income Taxes$1,429$(53)$3,434$(1,167)

(1) Other International primarily consists of EOG's China and Canada operations. The China operations were sold in the second quarter of 2021. EOG began exploration programs in Australia in the third quarter of 2021 and in Oman in the third quarter of 2020.

(2) EOG recorded pretax impairment charges of $26 million and $1,488 million for the three and nine months ended September 30, 2020, respectively, for proved oil and gas properties, leasehold costs and other assets due to the decline in commodity prices and revisions of asset retirement obligations for certain properties. See Note 11. In addition, EOG recorded pretax impairment charges of $1 million and $220 million for the three and nine months ended September 30, 2020, respectively, for sand and crude-by-rail assets.

(3) EOG recorded pretax impairment charges of $13 million and zero for the three months ended September 30, 2021 and 2020, respectively, and $15 million and $79 million for the nine months ended September 30, 2021 and 2020, respectively, for proved oil and gas properties and firm commitment contracts related to its decision to exit the Horn River Basin in British Columbia, Canada.

Total assets by reportable segment are presented below at September 30, 2021 and December 31, 2020 (in millions):

At September 30, 2021At December 31, 2020
Total Assets
United States$36,330$35,048
Trinidad597546
Other International (1)245211
Total$37,172$35,805

(1) Other International primarily consists of EOG's China and Canada operations. The China operations were sold in the second quarter of 2021. EOG began exploration programs in Australia in the third quarter of 2021 and in Oman in the third quarter of 2020.

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EOG RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

6. Asset Retirement Obligations

The following table presents the reconciliation of the beginning and ending aggregate carrying amounts of short-term and long-term legal obligations associated with the retirement of property, plant and equipment for the nine-month periods ended September 30, 2021 and 2020 (in millions):

Nine Months Ended September 30,
20212020
Carrying Amount at January 1$1,217$1,111
Liabilities Incurred5529
Liabilities Settled (1)(83)(38)
Accretion3335
Revisions(7)52
Carrying Amount at September 30$1,215$1,189
Current Portion$54$50
Noncurrent Portion$1,161$1,139

(1)Includes settlements related to asset sales.

The current and noncurrent portions of EOG's asset retirement obligations are included in Current Liabilities - Other and Other Liabilities, respectively, on the Condensed Consolidated Balance Sheets.

7. Exploratory Well Costs

EOG's net changes in capitalized exploratory well costs for the nine-month period ended September 30, 2021, are presented below (in millions):

Nine Months Ended September 30, 2021
Balance at January 1$29
Additions Pending the Determination of Proved Reserves48
Reclassifications to Proved Properties(4)
Costs Charged to Expense (1)(12)
Balance at September 30$61

(1)Includes capitalized exploratory well costs charged to either dry hole costs or impairments.

Nine Months Ended September 30, 2021
Capitalized exploratory well costs that have been capitalized for a period of one year or less$46
Capitalized exploratory well costs that have been capitalized for a period greater than one year (1)15
Balance at September 30$61
Number of exploratory wells that have been capitalized for a period greater than one year1

(1)Consists of costs related to a project in Trinidad at September 30, 2021.

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EOG RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

8. Commitments and Contingencies

There are currently various suits and claims pending against EOG that have arisen in the ordinary course of EOG's business, including contract disputes, personal injury and property damage claims and title disputes. While the ultimate outcome and impact on EOG cannot be predicted, management believes that the resolution of these suits and claims will not, individually or in the aggregate, have a material adverse effect on EOG's consolidated financial position, results of operations or cash flow. EOG records reserves for contingencies when information available indicates that a loss is probable and the amount of the loss can be reasonably estimated.

9. Pension and Postretirement Benefits

Pension Plans. EOG has a defined contribution pension plan in place for most of its employees in the United States. EOG's contributions to the pension plan are based on various percentages of compensation and, in some instances, are based upon the amount of the employees' contributions. EOG's total costs recognized for the pension plan were $36 million and $31 million for the nine months ended September 30, 2021 and 2020, respectively. In addition, EOG's Trinidadian subsidiary maintains a contributory defined benefit pension plan and a matched savings plan, both of which are available to most of the employees of the Trinidadian subsidiary, the costs of which are not material.

Postretirement Health Care. EOG has postretirement medical and dental benefits in place for eligible United States and Trinidad employees and their eligible dependents, the costs of which are not material.

10. Long-Term Debt and Common Stock

Long-Term Debt. EOG had no outstanding commercial paper borrowings at September 30, 2021 and December 31, 2020, and did not utilize any commercial paper borrowings during the nine months ended September 30, 2021 and 2020.

EOG currently has a $2.0 billion senior unsecured Revolving Credit Agreement (Agreement) with domestic and foreign lenders (Banks). The Agreement has a scheduled maturity date of June 27, 2024, and includes an option for EOG to extend, on up to two occasions, the term for successive one-year periods subject to certain terms and conditions. The Agreement (i) commits the Banks to provide advances up to an aggregate principal amount of $2.0 billion at any one time outstanding, with an option for EOG to request increases in the aggregate commitments to an amount not to exceed $3.0 billion, subject to certain terms and conditions and (ii) includes a swingline subfacility and a letter of credit subfacility. Advances under the Agreement will accrue interest based, at EOG's option, on either LIBOR plus an applicable margin (Eurodollar rate) or the base rate (as defined in the Agreement) plus an applicable margin. The Agreement contains representations, warranties, covenants and events of default that EOG believes are customary for investment-grade, senior unsecured commercial bank credit agreements, including a financial covenant for the maintenance of a ratio of total debt-to-capitalization (as such terms are defined in the Agreement) of no greater than 65%. At September 30, 2021, EOG was in compliance with this financial covenant. At September 30, 2021 and December 31, 2020, there were no borrowings or letters of credit outstanding under the Agreement. The Eurodollar rate and base rate (inclusive of the applicable margin), had there been any amounts borrowed under the Agreement at September 30, 2021, would have been 0.98% and 3.25%, respectively.

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

Common Stock. On February 25, 2021, EOG's Board increased the quarterly cash dividend on the common stock from the previous $0.375 per share to $0.4125 per share, effective beginning with the dividend paid on April 30, 2021, to stockholders of record as of April 16, 2021. On May 6, 2021, EOG's Board declared a special cash dividend on the common stock of $1.00 per share in addition to a quarterly dividend of $0.4125 per share. Both the special cash dividend and the quarterly cash dividend were paid on July 30, 2021 to stockholders of record as of July 16, 2021.

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EOG RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

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

11. Fair Value Measurements

Recurring Fair Value Measurements. As more fully discussed in Note 13 to the Consolidated Financial Statements included in EOG's 2020 Annual Report, certain of EOG's financial and nonfinancial assets and liabilities are reported at fair value on the Condensed Consolidated Balance Sheets. The following table provides fair value measurement information within the fair value hierarchy for certain of EOG's financial assets and liabilities carried at fair value on a recurring basis at September 30, 2021 and December 31, 2020 (in millions):

Fair Value Measurements Using:
Quoted Prices in Active Markets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Total
At September 30, 2021
Financial Assets:
Natural Gas Swaps$—$21$—$21
Financial Liabilities:
Natural Gas Swaps—329—329
Crude Oil Swaps—226—226
Crude Oil Roll Differential Swaps—32—32
Natural Gas Liquids Swaps—43—43
At December 31, 2020
Financial Assets:
Natural Gas Swaps$—$66$—$66
Financial Liabilities:
Crude Oil Roll Differential Swaps—1—1

See Note 12 for the balance sheet amounts and classification of EOG's financial derivative instruments at September 30, 2021 and December 31, 2020.

The estimated fair value of commodity derivative contracts was based upon forward commodity price curves based on quoted market prices. Commodity derivative contracts were valued by utilizing an independent third-party derivative valuation provider who uses various types of valuation models, as applicable.

Non-Recurring Fair Value Measurements. The initial measurement of asset retirement obligations at fair value is calculated using discounted cash flow techniques and based on internal estimates of future retirement costs associated with property, plant and equipment. Significant Level 3 inputs used in the calculation of asset retirement obligations include plugging costs and reserve lives. A reconciliation of EOG's asset retirement obligations is presented in Note 6.

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EOG RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

When circumstances indicate that proved oil and gas properties may be impaired, EOG compares expected undiscounted future cash flows at a depreciation, depletion and amortization group level to the unamortized capitalized cost of the asset. If the expected undiscounted future cash flows, based on EOG's estimate of (and assumptions regarding) significant Level 3 inputs, including future crude oil, NGLs and natural gas prices, operating costs, development expenditures, anticipated production from proved reserves and other relevant data, are lower than the unamortized capitalized cost, the capitalized cost is reduced to fair value. Fair value is generally calculated using the Income Approach described in the Fair Value Measurement Topic of the Accounting Standards Codification. In certain instances, EOG utilizes accepted offers from third-party purchasers as the basis for determining fair value.

EOG utilized average prices per acre from comparable market transactions and estimated discounted cash flows as the basis for determining the fair value of unproved and proved properties, respectively, received in non-cash property exchanges. See Note 4.

Fair Value Disclosures. EOG's financial instruments, other than commodity derivative contracts, consist of cash and cash equivalents, accounts receivable, accounts payable and current and long-term debt. The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value.

At September 30, 2021 and December 31, 2020, respectively, EOG had outstanding $4,890 million and $5,640 million aggregate principal amount of senior notes, which had estimated fair values at such dates of approximately $5,609 million and $6,505 million, respectively. The estimated fair value of debt was based upon quoted market prices and, where such prices were not available, other observable (Level 2) inputs regarding interest rates available to EOG at the end of each respective period.

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EOG RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

12. Risk Management Activities

Commodity Price Risk*.* As more fully discussed in Note 12 to the Consolidated Financial Statements included in EOG's 2020 Annual Report, EOG engages in price risk management activities from time to time. These activities are intended to manage EOG's exposure to fluctuations in commodity prices for crude oil, NGLs and natural gas. EOG utilizes financial commodity derivative instruments, primarily price swap, option, swaption, collar and basis swap contracts, as a means to manage this price risk. EOG has not designated any of its financial commodity derivative contracts as accounting hedges and, accordingly, accounts for financial commodity derivative contracts using the mark-to-market accounting method.

Commodity Derivative Contracts. Presented below is a comprehensive summary of EOG's financial commodity derivative contracts as of September 30, 2021. Crude oil and NGL volumes are presented in thousand barrels per day (MBbld) and prices are presented in dollars per barrel ($/Bbl). Natural gas volumes are presented in million British Thermal Units per day (MMBtud) and prices are presented in dollars per million British Thermal Units ($/MMBtu).

Crude Oil Financial Price Swap Contracts
Contracts Sold
PeriodSettlement IndexVolume (MBbld)Weighted Average Price ($/Bbl)
January 2021 (closed)New York Mercantile Exchange (NYMEX) West Texas Intermediate (WTI)151$50.06
February - March 2021 (closed)NYMEX WTI20151.29
April - June 2021 (closed)NYMEX WTI15051.68
July - September 2021 (closed)NYMEX WTI15052.71
January - March 2022NYMEX WTI14065.58
April - June 2022NYMEX WTI14065.62
July - September 2022NYMEX WTI14065.59
October - December 2022NYMEX WTI14065.68
January - March 2023NYMEX WTI6066.21
Crude Oil Basis Swap Contracts
Contracts Sold
PeriodSettlement IndexVolume (MBbld)Weighted Average Price Differential ($/Bbl)
February 2021 (closed)NYMEX WTI Roll Differential (1)30$0.11
March - October 2021 (closed)NYMEX WTI Roll Differential (1)1250.17
November - December 2021NYMEX WTI Roll Differential (1)1250.17
January - December 2022NYMEX WTI Roll Differential (1)1250.15

(1) This settlement index is used to fix the differential in pricing between the NYMEX calendar month average and the physical crude oil delivery month.

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EOG RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

NGL Financial Price Swap Contracts
Contracts Sold
PeriodSettlement IndexVolume (MBbld)Weighted Average Price ($/Bbl)
January - September 2021 (closed)Mont Belvieu Propane (non-Tet)15$29.44
October - December 2021Mont Belvieu Propane (non-Tet)1529.44
Natural Gas Financial Price Swap Contracts
Contracts SoldContracts Purchased
PeriodSettlement IndexVolume (MMBtud in thousands)Weighted AveragePrice ($/MMBtu)Volume (MMBtud in thousands)Weighted Average Price ($/MMBtu)
January - March 2021 (closed)NYMEX Henry Hub500$2.99500$2.43
April - September 2021 (closed)NYMEX Henry Hub5002.995702.81
October 2021 (closed)NYMEX Henry Hub5002.995002.83
November - December 2021NYMEX Henry Hub5002.995002.83
January - December 2022 (closed) (1)NYMEX Henry Hub202.75——
January - December 2022NYMEX Henry Hub7253.57——
January - December 2023NYMEX Henry Hub7253.18——
January - December 2024NYMEX Henry Hub6253.06——
January - December 2025NYMEX Henry Hub4253.05——
April - September 2021 (closed)Japan Korea Marker (JKM)706.65——

(1) In January 2021, EOG executed the early termination provision granting EOG the right to terminate all of its open 2022 natural gas price swap contracts which were open at that time. EOG received net cash of $0.6 million for the settlement of these contracts.

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EOG RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

Natural Gas Basis Swap Contracts
Contracts Sold
PeriodSettlement IndexVolume (MMBtud in thousands)Weighted Average Price ($/MMBtu)
January - December 2022NYMEX Henry Hub Houston Ship Channel (HSC) Differential (1)10$0.00
January - December 2023NYMEX Henry Hub HSC Differential (1)100.00
January - December 2024NYMEX Henry Hub HSC Differential (1)100.00
January - December 2025NYMEX Henry Hub HSC Differential (1)100.00

(1) This settlement index is used to fix the differential between pricing at the Houston Ship Channel and NYMEX Henry Hub prices.

Commodity Derivatives Location on Balance Sheet. The following table sets forth the amounts and classification of EOG's outstanding financial derivative instruments at September 30, 2021 and December 31, 2020. Certain amounts may be presented on a net basis on the Condensed Consolidated Financial Statements when such amounts are with the same counterparty and subject to a master netting arrangement (in millions):

Fair Value at
DescriptionLocation on Balance SheetSeptember 30, 2021December 31, 2020
Asset Derivatives
Crude oil, NGLs and natural gas derivative contracts -
Current portionAssets from Price Risk Management Activities (1)$18$65
Noncurrent PortionOther Assets—1
Liability Derivatives
Crude oil, NGLs and natural gas derivative contracts -
Current portionLiabilities from Price Risk Management Activities (2)$238$—
Noncurrent portionOther Liabilities (3)811

(1) The current portion of Assets from Price Risk Management Activities consists of gross assets of $21 million, partially offset by gross liabilities of $3 million, at September 30, 2021.

(2) The current portion of Liabilities from Price Risk Management Activities consists of gross liabilities of $474 million, partially offset by collateral posted with counterparties of $236 million, at September 30, 2021.

(3) The noncurrent portion of Liabilities from Price Risk Management Activities consists of gross liabilities of $153 million, partially offset by collateral posted with counterparties of $72 million, at September 30, 2021.

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EOG RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Concluded)

(Unaudited)

Credit Risk. Notional contract amounts are used to express the magnitude of a financial derivative. The amounts potentially subject to credit risk, in the event of nonperformance by the counterparties, are equal to the fair value of such contracts (see Note 11). EOG evaluates its exposures to significant counterparties on an ongoing basis, including those arising from physical and financial transactions. In some instances, EOG renegotiates payment terms and/or requires collateral, parent guarantees or letters of credit to minimize credit risk.

All of EOG's derivative instruments are covered by International Swap Dealers Association Master Agreements (ISDAs) with counterparties. The ISDAs may contain provisions that require EOG, if it is the party in a net liability position, to post collateral when the amount of the net liability exceeds the threshold level specified for EOG's then-current credit ratings. In addition, the ISDAs may also provide that as a result of certain circumstances, including certain events that cause EOG's credit ratings to become materially weaker than its then-current ratings, the counterparty may require all outstanding derivatives under the ISDAs to be settled immediately. See Note 11 for the aggregate fair value of all derivative instruments that were in a net liability position at September 30, 2021 and a net asset position at December 31, 2020. EOG had $308 million of collateral posted and no collateral held at September 30, 2021, and had no collateral posted or held at December 31, 2020.

13. Acquisitions and Divestitures

During the nine months ended September 30, 2021, EOG paid cash for property acquisitions of $95 million in the United States. Additionally, during the nine months ended September 30, 2021, EOG recognized net gains on asset dispositions of $46 million and received proceeds of approximately $154 million primarily due to the sale of its China operations during the second quarter of 2021.

During the nine months ended September 30, 2020, EOG paid cash for property acquisitions of $67 million in the United States. Additionally, during the nine months ended September 30, 2020, EOG recognized net losses on asset dispositions of $41 million, primarily due to the sales of proved properties and non-cash property exchanges of unproved leasehold in Texas and New Mexico and the disposition of the Marcellus Shale assets, and received proceeds of approximately $189 million, primarily due to the disposition of the Marcellus Shale assets and the sale of other assets in New Mexico.

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PART I. FINANCIAL INFORMATION

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