UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM			10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2020~~March 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-9743

EOG RESOURCES, INC.

(Exact name of registrant as specified in its charter)


Delaware						47-0684736
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1111 Bagby, Sky Lobby 2, Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

713-651-7000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	EOG	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐

Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

Title of each class

Number of shares

Common Stock, par value $0.01 per share

~~582,243,561~~583,605,122

(as of ~~July 30, 2020)~~April 29, 2021)

EOG RESOURCES, INC.

TABLE OF CONTENTS

PART I.

FINANCIAL INFORMATION

Page No.

ITEM 1.

Financial Statements (Unaudited)

Condensed Consolidated Statements of Income ~~(Loss)~~ and Comprehensive Income ~~(Loss)~~ - Three Months Ended March 31, 2021 and ~~Six Months Ended June 30,~~ 2020 ~~and 2019~~

Condensed Consolidated Balance Sheets - ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020

Condensed Consolidated Statements of Stockholders' Equity - Three Months Ended March 31, 2021 and ~~Six Months Ended June 30,~~ 2020 ~~and 2019~~

Condensed Consolidated Statements of Cash Flows - ~~Six~~Three Months Ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~

Notes to Condensed Consolidated Financial Statements

ITEM 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

2220

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

4434

ITEM 4.

Controls and Procedures

4434

PART II.

OTHER INFORMATION

ITEM 1.

Legal Proceedings

4535

~~ITEM 1A.~~

~~Risk Factors~~

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

4635

ITEM 4.

Mine Safety Disclosures

ITEM 6.

-2-

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

EOG RESOURCES, INC.

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

(In ~~Thousands,~~Millions, Except Per Share Data)

(Unaudited)


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Operating Revenues and Other	Operating Revenues and Other									Operating Revenues and Other
Crude Oil and Condensate	Crude Oil and Condensate	$	614,627	$	2,528,866	$	2,680,125	$	4,729,269	Crude Oil and Condensate	$	2,251	$	2,065
Natural Gas Liquids	Natural Gas Liquids	93,909		186,374		254,444		405,012		Natural Gas Liquids	314		161
Natural Gas	Natural Gas	141,696		269,892		351,460		604,864		Natural Gas	625		210
Gains (Losses) on Mark-to-Market Commodity Derivative Contracts	Gains (Losses) on Mark-to-Market Commodity Derivative Contracts	(126,362)		177,300		1,079,411		156,720		Gains (Losses) on Mark-to-Market Commodity Derivative Contracts	(367)		1,206
Gathering, Processing and Marketing	Gathering, Processing and Marketing	362,786		1,501,386		1,401,432		2,787,040		Gathering, Processing and Marketing	848		1,039
Gains on Asset Dispositions, Net		13,233		8,009		29,693		4,173
Gains (Losses) on Asset Dispositions, Net										Gains (Losses) on Asset Dispositions, Net	(6)		16
Other, Net	Other, Net	3,485		25,803		24,501		69,194		Other, Net	29		21
Total	Total	1,103,374		4,697,630		5,821,066		8,756,272		Total	3,694		4,718
Operating Expenses	Operating Expenses									Operating Expenses
Lease and Well	Lease and Well	245,346		347,281		575,005		683,572		Lease and Well	270		330
Transportation Costs	Transportation Costs	151,728		174,101		360,024		350,623		Transportation Costs	202		208
Gathering and Processing Costs	Gathering and Processing Costs	96,767		112,643		225,249		223,938		Gathering and Processing Costs	139		128
Exploration Costs	Exploration Costs	27,283		32,522		66,960		68,846		Exploration Costs	33		40
Dry Hole Costs	Dry Hole Costs	87		3,769		459		3,863		Dry Hole Costs	11		0
Impairments	Impairments	305,415		112,130		1,878,350		184,486		Impairments	44		1,573
Marketing Costs	Marketing Costs	444,444		1,500,915		1,553,437		2,770,972		Marketing Costs	838		1,110
Depreciation, Depletion and Amortization	Depreciation, Depletion and Amortization	706,679		957,304		1,706,739		1,836,899		Depreciation, Depletion and Amortization	900		1,000
General and Administrative	General and Administrative	131,855		121,780		246,128		228,452		General and Administrative	110		114
Taxes Other Than Income	Taxes Other Than Income	80,319		204,414		237,679		397,320		Taxes Other Than Income	215		157
Total	Total	2,189,923		3,566,859		6,850,030		6,748,971		Total	2,762		4,660
Operating Income (Loss)		(1,086,549)		1,130,771		(1,028,964)		2,007,301
Operating Income										Operating Income	932		58
Other Income (Expense), Net	Other Income (Expense), Net	(4,500)		8,503		13,608		14,115		Other Income (Expense), Net	(4)		18
Income (Loss) Before Interest Expense and Income Taxes		(1,091,049)		1,139,274		(1,015,356)		2,021,416
Income Before Interest Expense and Income Taxes										Income Before Interest Expense and Income Taxes	928		76
Interest Expense, Net	Interest Expense, Net	54,213		49,908		98,903		104,814		Interest Expense, Net	47		45
Income (Loss) Before Income Taxes		(1,145,262)		1,089,366		(1,114,259)		1,916,602
Income Tax Provision (Benefit)		(235,878)		241,525		(214,688)		433,335
Net Income (Loss)		$	(909,384)	$	847,841	$	(899,571)	$	1,483,267
Net Income (Loss) Per Share
Income Before Income Taxes										Income Before Income Taxes	881		31
Income Tax Provision										Income Tax Provision	204		21
Net Income										Net Income	$	677	$	10
Net Income Per Share										Net Income Per Share
Basic	Basic	$	(1.57)	$	1.47	$	(1.55)	$	2.57	Basic	$	1.17	$	0.02
Diluted	Diluted	$	(1.57)	$	1.46	$	(1.55)	$	2.56	Diluted	$	1.16	$	0.02
Average Number of Common Shares	Average Number of Common Shares									Average Number of Common Shares
Basic	Basic	578,719		577,460		578,581		577,333		Basic	580		578
Diluted	Diluted	578,719		580,247		578,581		580,204		Diluted	583		580
Comprehensive Income (Loss)
Net Income (Loss)		$	(909,384)	$	847,841	$	(899,571)	$	1,483,267
Comprehensive Income										Comprehensive Income
Net Income										Net Income	$	677	$	10
Other Comprehensive Income (Loss)	Other Comprehensive Income (Loss)									Other Comprehensive Income (Loss)
Foreign Currency Translation Adjustments	Foreign Currency Translation Adjustments	(2,831)		(1,665)		(1,490)		(3,449)		Foreign Currency Translation Adjustments	(2)		2
Other, Net of Tax	Other, Net of Tax	6		6		12		12		Other, Net of Tax	0		0
Other Comprehensive Income (Loss)	Other Comprehensive Income (Loss)	(2,825)		(1,659)		(1,478)		(3,437)		Other Comprehensive Income (Loss)	(2)		2
Comprehensive Income (Loss)		$	(912,209)	$	846,182	$	(901,049)	$	1,479,830
Comprehensive Income										Comprehensive Income	$	675	$	12

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

-3-

EOG RESOURCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In ~~Thousands,~~Millions, Except Share Data)

(Unaudited)


		June 30, 2020		December 31, 2019				March 31, 2021		December 31, 2020
ASSETS	ASSETS										ASSETS
Current Assets	Current Assets						Current Assets
Cash and Cash Equivalents	Cash and Cash Equivalents	$	2,416,501	$	2,027,972		Cash and Cash Equivalents	$	3,388	$	3,329
Accounts Receivable, Net	Accounts Receivable, Net	943,354		2,001,658			Accounts Receivable, Net	1,828		1,522
Inventories	Inventories	676,580		767,297			Inventories	562		629
Assets from Price Risk Management Activities	Assets from Price Risk Management Activities	207,019		1,299			Assets from Price Risk Management Activities	0		65
Income Taxes Receivable	Income Taxes Receivable	196,958		151,665			Income Taxes Receivable	0		23
Other	Other	156,979		323,448			Other	413		294
Total	Total	4,597,391		5,273,339			Total	6,191		5,862
Property, Plant and Equipment	Property, Plant and Equipment						Property, Plant and Equipment
Oil and Gas Properties (Successful Efforts Method)	Oil and Gas Properties (Successful Efforts Method)	64,406,245		62,830,415			Oil and Gas Properties (Successful Efforts Method)	65,645		64,793
Other Property, Plant and Equipment	Other Property, Plant and Equipment	4,665,815		4,472,246			Other Property, Plant and Equipment	4,590		4,479
Total Property, Plant and Equipment	Total Property, Plant and Equipment	69,072,060		67,302,661			Total Property, Plant and Equipment	70,235		69,272
Less: Accumulated Depreciation, Depletion and Amortization	Less: Accumulated Depreciation, Depletion and Amortization	(39,838,595)		(36,938,066)			Less: Accumulated Depreciation, Depletion and Amortization	(41,569)		(40,673)
Total Property, Plant and Equipment, Net	Total Property, Plant and Equipment, Net	29,233,465		30,364,595		��	Total Property, Plant and Equipment, Net	28,666		28,599
Deferred Income Taxes	Deferred Income Taxes	1,846		2,363			Deferred Income Taxes	4		2
Other Assets	Other Assets	1,388,969		1,484,311			Other Assets	1,310		1,342
Total Assets	Total Assets	$	35,221,671	$	37,124,608		Total Assets	$	36,171	$	35,805
LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY										LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities	Current Liabilities						Current Liabilities
Accounts Payable	Accounts Payable	$	1,281,166	$	2,429,127		Accounts Payable	$	1,945	$	1,681
Accrued Taxes Payable	Accrued Taxes Payable	193,763		254,850			Accrued Taxes Payable	449		206
Dividends Payable	Dividends Payable	217,004		166,273			Dividends Payable	239		217
Liabilities from Price Risk Management Activities	Liabilities from Price Risk Management Activities	—		20,194			Liabilities from Price Risk Management Activities	188		0
Current Portion of Long-Term Debt	Current Portion of Long-Term Debt	21,121		1,014,524			Current Portion of Long-Term Debt	39		781
Current Portion of Operating Lease Liabilities	Current Portion of Operating Lease Liabilities	252,642		369,365			Current Portion of Operating Lease Liabilities	269		295
Other	Other	188,685		232,655			Other	183		280
Total	Total	2,154,381		4,486,988			Total	3,312		3,460

Long-Term Debt	Long-Term Debt	5,703,141		4,160,919			Long-Term Debt	5,094		5,035
Other Liabilities	Other Liabilities	2,138,696		1,789,884			Other Liabilities	2,178		2,149
Deferred Income Taxes	Deferred Income Taxes	4,837,896		5,046,101			Deferred Income Taxes	4,825		4,859
Commitments and Contingencies (Note 8)	Commitments and Contingencies (Note 8)						Commitments and Contingencies (Note 8)	0		0

Stockholders' Equity	Stockholders' Equity						Stockholders' Equity
Common Stock, $0.01 Par, 1,280,000,000 Shares Authorized and 582,386,619 Shares Issued at June 30, 2020 and 582,213,016 Shares Issued at December 31, 2019		205,824		205,822
Common Stock, $0.01 Par, 1,280,000,000 Shares Authorized and 583,843,561 Shares Issued at March 31, 2021 and 583,694,850 Shares Issued at December 31, 2020							Common Stock, $0.01 Par, 1,280,000,000 Shares Authorized and 583,843,561 Shares Issued at March 31, 2021 and 583,694,850 Shares Issued at December 31, 2020	206		206
Additional Paid in Capital	Additional Paid in Capital	5,886,298		5,817,475			Additional Paid in Capital	5,979		5,945
Accumulated Other Comprehensive Loss	Accumulated Other Comprehensive Loss	(6,130)		(4,652)			Accumulated Other Comprehensive Loss	(14)		(12)
Retained Earnings	Retained Earnings	14,312,493		15,648,604			Retained Earnings	14,606		14,170
Common Stock Held in Treasury, 142,025 Shares at June 30, 2020 and 298,820 Shares at December 31, 2019		(10,928)		(26,533)
Common Stock Held in Treasury, 232,249 Shares at March 31, 2021 and 124,265 Shares at December 31, 2020							Common Stock Held in Treasury, 232,249 Shares at March 31, 2021 and 124,265 Shares at December 31, 2020	(15)		(7)
Total Stockholders' Equity	Total Stockholders' Equity	20,387,557		21,640,716			Total Stockholders' Equity	20,762		20,302
Total Liabilities and Stockholders' Equity	Total Liabilities and Stockholders' Equity	$	35,221,671	$	37,124,608		Total Liabilities and Stockholders' Equity	$	36,171	$	35,805

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

-4-

EOG RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In ~~Thousands,~~Millions, Except Per Share Data)

(Unaudited)


		Common Stock		Additional Paid In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Common Stock Held In Treasury		Total Stockholders' Equity			Common Stock		Additional Paid In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Common Stock Held In Treasury		Total Stockholders' Equity
Balance at March 31, 2020		$	205,824	$	5,852,821	$	(3,305)	$	15,440,142	$	(24,807)	$	21,470,675
Net Loss		—		—		—		(909,384)		—		(909,384)
Common Stock Issued Under Stock Plans		—		—		—		—		—		—
Common Stock Dividends Declared, $0.375 Per Share		—		—		—		(218,265)		—		(218,265)
Balance at December 31, 2020														Balance at December 31, 2020	$	206	$	5,945	$	(12)	$	14,170	$	(7)	$	20,302
Net Income														Net Income	0		0		0		677		0		677
Common Stock Dividends Declared, $0.4125 Per Share														Common Stock Dividends Declared, $0.4125 Per Share	0		0		0		(241)		0		(241)
Other Comprehensive Loss	Other Comprehensive Loss	—		—		(2,825)		—		—		(2,825)		Other Comprehensive Loss	0		0		(2)		0		0		(2)
Change in Treasury Stock - Stock Compensation Plans, Net	Change in Treasury Stock - Stock Compensation Plans, Net	—		(6,635)		—		—		14,872		8,237		Change in Treasury Stock - Stock Compensation Plans, Net	0		0		0		0		(9)		(9)
Restricted Stock and Restricted Stock Units, Net	Restricted Stock and Restricted Stock Units, Net	—		541		—		—		(541)		—		Restricted Stock and Restricted Stock Units, Net	0		(1)		0		0		1		0
Stock-Based Compensation Expenses	Stock-Based Compensation Expenses	—		39,571		—		—		—		39,571		Stock-Based Compensation Expenses	0		35		0		0		0		35
Treasury Stock Issued as Compensation	Treasury Stock Issued as Compensation	—		—		—		—		(452)		(452)		Treasury Stock Issued as Compensation	0		0		0		0		0		0
Balance at June 30, 2020		$	205,824	$	5,886,298	$	(6,130)	$	14,312,493	$	(10,928)	$	20,387,557
Balance at March 31, 2021														Balance at March 31, 2021	$	206	$	5,979	$	(14)	$	14,606	$	(15)	$	20,762


		Common Stock		Additional Paid In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Common Stock Held In Treasury		Total Stockholders' Equity			Common Stock		Additional Paid In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Common Stock Held In Treasury		Total Stockholders' Equity
Balance at March 31, 2019		$	205,807	$	5,695,197	$	(2,869)	$	14,050,676	$	(45,014)	$	19,903,797
Balance at December 31, 2019														Balance at December 31, 2019	$	206	$	5,817	$	(5)	$	15,649	$	(27)	$	21,640
Net Income	Net Income	—		—		—		847,841		—		847,841		Net Income	0		0		0		10		0		10
Common Stock Issued Under Stock Plans		—		—		—		—		—		—
Common Stock Dividends Declared, $0.2875 Per Share		—		—		—		(166,908)		—		(166,908)
Other Comprehensive Loss		—		—		(1,659)		—		—		(1,659)
Common Stock Dividends Declared, $0.375 Per Share														Common Stock Dividends Declared, $0.375 Per Share	0		0		0		(219)		0		(219)
Other Comprehensive Income														Other Comprehensive Income	0		0		2		0		0		2
Change in Treasury Stock - Stock Compensation Plans, Net	Change in Treasury Stock - Stock Compensation Plans, Net	—		(5,834)		—		—		12,027		6,193		Change in Treasury Stock - Stock Compensation Plans, Net	0		0		0		0		(4)		(4)
Restricted Stock and Restricted Stock Units, Net	Restricted Stock and Restricted Stock Units, Net	2		1,788		—		—		(1,790)		—		Restricted Stock and Restricted Stock Units, Net	0		(4)		0		0		4		0
Stock-Based Compensation Expenses	Stock-Based Compensation Expenses	—		38,566		—		—		—		38,566		Stock-Based Compensation Expenses	0		40		0		0		0		40
Treasury Stock Issued as Compensation	Treasury Stock Issued as Compensation	—		(399)		—		—		2,845		2,446		Treasury Stock Issued as Compensation	0		0		0		0		2		2
Balance at June 30, 2019		$	205,809	$	5,729,318	$	(4,528)	$	14,731,609	$	(31,932)	$	20,630,276
Balance at March 31, 2020														Balance at March 31, 2020	$	206	$	5,853	$	(3)	$	15,440	$	(25)	$	21,471

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

-5-

~~EOG RESOURCES, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY~~

~~(In Thousands, Except Per Share Data)~~

~~(Unaudited)~~

Common
Stock Additional
Paid In
Capital Accumulated
Other
Comprehensive
Income (Loss) Retained
Earnings Common
Stock
Held In
Treasury Total
Stockholders'
Equity
Balance at December 31, 2019 $ 205,822 $ 5,817,475 $ (4,652) $ 15,648,604 $ (26,533) $ 21,640,716
Net Loss — — — (899,571) — (899,571)
Common Stock Issued Under Stock Plans — (14) — — — (14)
Common Stock Dividends Declared, $0.75 Per Share — — — (436,540) — (436,540)
Other Comprehensive Loss — — (1,478) — — (1,478)
Change in Treasury Stock - Stock Compensation Plans, Net — (7,011) — — 10,673 3,662
Restricted Stock and Restricted Stock Units, Net 2 (3,415) — — 3,413 —
Stock-Based Compensation Expenses — 79,643 — — — 79,643
Treasury Stock Issued as Compensation — (380) — — 1,519 1,139
Balance at June 30, 2020 $ 205,824 $ 5,886,298 $ (6,130) $ 14,312,493 $ (10,928) $ 20,387,557

Common
Stock Additional
Paid In
Capital Accumulated
Other
Comprehensive
Income (Loss) Retained
Earnings Common
Stock
Held In
Treasury Total
Stockholders'
Equity
Balance at December 31, 2018 $ 205,804 $ 5,658,794 $ (1,358) $ 13,543,130 $ (42,182) $ 19,364,188
Net Income — — — 1,483,267 — 1,483,267
Common Stock Issued Under Stock Plans — — — — — —
Common Stock Dividends Declared, $0.5075 Per Share — — — (294,521) — (294,521)
Other Comprehensive Loss — — (3,437) — — (3,437)
Change in Treasury Stock - Stock Compensation Plans, Net — (7,074) — — 7,478 404
Restricted Stock and Restricted Stock Units, Net 5 384 — — (389) —
Stock-Based Compensation Expenses — 77,653 — — — 77,653
Treasury Stock Issued as Compensation — (439) — — 3,161 2,722
Cumulative Effect of Adoption of ASU 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220)" — — 267 (267) — —
Balance at June 30, 2019 $ 205,809 $ 5,729,318 $ (4,528) $ 14,731,609 $ (31,932) $ 20,630,276

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

~~-6-~~

EOG RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In ~~Thousands)~~Millions)

(Unaudited)


		Six Months Ended June 30,							Three Months Ended March 31,
		2020		2019			2021		2020
Cash Flows from Operating Activities	Cash Flows from Operating Activities					Cash Flows from Operating Activities
Reconciliation of Net Income (Loss) to Net Cash Provided by Operating Activities:
Net Income (Loss)		$	(899,571)	$	1,483,267
Reconciliation of Net Income to Net Cash Provided by Operating Activities:						Reconciliation of Net Income to Net Cash Provided by Operating Activities:
Net Income						Net Income	$	677	$	10
Items Not Requiring (Providing) Cash	Items Not Requiring (Providing) Cash					Items Not Requiring (Providing) Cash
Depreciation, Depletion and Amortization	Depreciation, Depletion and Amortization	1,706,739		1,836,899		Depreciation, Depletion and Amortization	900		1,000
Impairments	Impairments	1,878,350		184,486		Impairments	44		1,573
Stock-Based Compensation Expenses	Stock-Based Compensation Expenses	79,643		77,653		Stock-Based Compensation Expenses	35		40
Deferred Income Taxes	Deferred Income Taxes	(207,692)		324,294		Deferred Income Taxes	(36)		45
Gains on Asset Dispositions, Net		(29,693)		(4,173)
(Gains) Losses on Asset Dispositions, Net						(Gains) Losses on Asset Dispositions, Net	6		(16)
Other, Net	Other, Net	171		5,439		Other, Net	7		(9)
Dry Hole Costs	Dry Hole Costs	459		3,863		Dry Hole Costs	11		0
Mark-to-Market Commodity Derivative Contracts	Mark-to-Market Commodity Derivative Contracts					Mark-to-Market Commodity Derivative Contracts
Total Gains		(1,079,411)		(156,720)
Net Cash Received from Settlements of Commodity Derivative Contracts		723,761		31,290
Total (Gains) Losses						Total (Gains) Losses	367		(1,206)
Net Cash Received from (Payments for) Settlements of Commodity Derivative Contracts						Net Cash Received from (Payments for) Settlements of Commodity Derivative Contracts	(30)		84
Other, Net	Other, Net	(720)		1,639		Other, Net	1		0
Changes in Components of Working Capital and Other Assets and Liabilities	Changes in Components of Working Capital and Other Assets and Liabilities					Changes in Components of Working Capital and Other Assets and Liabilities
Accounts Receivable	Accounts Receivable	1,191,457		(69,746)		Accounts Receivable	(308)		722
Inventories	Inventories	84,575		(11,259)		Inventories	64		103
Accounts Payable	Accounts Payable	(1,184,718)		126,853		Accounts Payable	172		434
Accrued Taxes Payable	Accrued Taxes Payable	(61,087)		53,280		Accrued Taxes Payable	243		(55)
Other Assets	Other Assets	252,978		487,387		Other Assets	(103)		58
Other Liabilities	Other Liabilities	(64,403)		(58,106)		Other Liabilities	(89)		(66)
Changes in Components of Working Capital Associated with Investing and Financing Activities		282,154		(22,034)
Changes in Components of Working Capital Associated with Investing Activities						Changes in Components of Working Capital Associated with Investing Activities	(91)		(132)
Net Cash Provided by Operating Activities	Net Cash Provided by Operating Activities	2,672,992		4,294,312		Net Cash Provided by Operating Activities	1,870		2,585
Investing Cash Flows	Investing Cash Flows					Investing Cash Flows
Additions to Oil and Gas Properties	Additions to Oil and Gas Properties	(1,990,033)		(3,446,497)		Additions to Oil and Gas Properties	(875)		(1,566)
Additions to Other Property, Plant and Equipment	Additions to Other Property, Plant and Equipment	(147,366)		(116,881)		Additions to Other Property, Plant and Equipment	(42)		(123)
Proceeds from Sales of Assets	Proceeds from Sales of Assets	43,368		17,642		Proceeds from Sales of Assets	5		26
Changes in Components of Working Capital Associated with Investing Activities	Changes in Components of Working Capital Associated with Investing Activities	(282,154)		22,056		Changes in Components of Working Capital Associated with Investing Activities	91		132
Net Cash Used in Investing Activities	Net Cash Used in Investing Activities	(2,376,185)		(3,523,680)		Net Cash Used in Investing Activities	(821)		(1,531)
Financing Cash Flows	Financing Cash Flows					Financing Cash Flows
Long-Term Debt Borrowings		1,483,852		—
Long-Term Debt Repayments	Long-Term Debt Repayments	(1,000,000)		(900,000)		Long-Term Debt Repayments	(750)		0
Dividends Paid	Dividends Paid	(384,100)		(254,681)		Dividends Paid	(219)		(167)
Treasury Stock Purchased	Treasury Stock Purchased	(5,057)		(8,403)		Treasury Stock Purchased	(10)		(5)
Proceeds from Stock Options Exercised and Employee Stock Purchase Plan		8,614		8,695
Debt Issuance Costs		(2,635)		(4,902)
Repayment of Finance Lease Liabilities	Repayment of Finance Lease Liabilities	(8,445)		(6,403)		Repayment of Finance Lease Liabilities	(9)		(3)
Changes in Components of Working Capital Associated with Financing Activities		—		(22)
Net Cash Provided by (Used in) Financing Activities		92,229		(1,165,716)
Net Cash Used in Financing Activities						Net Cash Used in Financing Activities	(988)		(175)
Effect of Exchange Rate Changes on Cash	Effect of Exchange Rate Changes on Cash	(507)		(65)		Effect of Exchange Rate Changes on Cash	(2)		0
Increase (Decrease) in Cash and Cash Equivalents		388,529		(395,149)
Increase in Cash and Cash Equivalents						Increase in Cash and Cash Equivalents	59		879
Cash and Cash Equivalents at Beginning of Period	Cash and Cash Equivalents at Beginning of Period	2,027,972		1,555,634		Cash and Cash Equivalents at Beginning of Period	3,329		2,028
Cash and Cash Equivalents at End of Period	Cash and Cash Equivalents at End of Period	$	2,416,501	$	1,160,485	Cash and Cash Equivalents at End of Period	$	3,388	$	2,907

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

~~-7-~~-6-

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, ~~2019,~~2020, filed on February ~~27,~~25, 2021 (EOG's 2020 ~~(EOG's 2019~~ 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 six~~ months ended ~~June 30, 2020,~~March 31, 2021, are not necessarily indicative of the results to be expected for the full year.

Effective January 1, ~~2020,~~2021, EOG adopted the provisions of Accounting Standards Update (ASU) ~~2016-13, "Measurement of Credit Losses on Financial Instruments"~~2019-12, "Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes" (ASU ~~2016-13)~~2019-12). ASU ~~2016-13 changes~~2019-12 amends certain aspects of accounting for income taxes, including the ~~impairment model~~removal of specific exceptions within existing U.S. GAAP related to the incremental approach for ~~financial assets~~intraperiod tax allocation and ~~certain~~updates to the general methodology for calculating income taxes in interim periods, among other ~~instruments by requiring entities~~changes. ASU 2019-12 also requires an entity to ~~adopt a forward-looking expected loss model that will result~~reflect the effect of an enacted change in earlier recognition of credit losses. EOG elected to adopt ASU 2016-13 using the modified retrospective approach with a cumulative-effect adjustment to retained earnings as of the effective date. Financial results reported in periods prior to January 1, 2020, are unchanged. EOG assessed its applicable financial assets, which are primarily its accounts receivable from hydrocarbon sales and joint interest billings to third-party companies, including foreign state-owned entitiestax laws or rates in the ~~oil and gas industry. Based~~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 ~~its assessment and various potential remedies ensuring collection, EOG did not record an~~a prospective basis. There was no impact ~~to retained earnings~~ upon adoption ~~and expects current and future credit losses~~of ASU 2019-12 to ~~be immaterial. EOG continues to monitor the credit risk from third-party companies to determine if expected credit losses may become material.~~its 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.

In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes" (ASU 2019-12), which amends certain aspects of accounting for income taxes. ASU 2019-12 removes specific exceptions within existing U.S. GAAP related to the incremental approach for intraperiod tax allocation and 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. ASU 2019-12 is effective for interim and annual periods beginning after December 15, 2020, and early adoption is permitted. EOG is continuing to evaluate the provisions of ASU 2019-12 and has not determined the full impact on its consolidated financial statements and related disclosures.

~~-8-~~-7-

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 ~~2019~~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 June 30,						Six Months Ended June 30,							Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Lease and Well	Lease and Well	$	15.1	$	13.6	$	30.2	$	27.3	Lease and Well	$	14	$	15
Gathering and Processing Costs	Gathering and Processing Costs	0.4		0.3		0.6		0.5		Gathering and Processing Costs	0		0
Exploration Costs	Exploration Costs	6.8		6.5		14.0		13.0		Exploration Costs	6		7
General and Administrative	General and Administrative	17.3		18.2		34.8		36.9		General and Administrative	15		18
Total	Total	$	39.6	$	38.6	$	79.6	$	77.7	Total	$	35	$	40

The Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (2008 Plan) ~~provides~~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.

At ~~June 30, 2020,~~March 31, 2021, approximately ~~7.0~~2 million common shares remained available for grant under the 2008 Plan.

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 will be 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 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 ~~2008~~2021 Plan grants from previously authorized unissued shares or treasury shares to the extent treasury shares are available.

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 ~~$15.0~~$10 million and ~~$13.6~~$14 million during the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and $29.1 million and $27.5 million during the six months ended June 30, 2020 and 2019,~~ respectively.

Weighted average fair values and valuation assumptions used to value stock option, SAR and ESPP grants during the ~~six-month~~three-month periods ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ are as follows:


		Stock Options/SARs									ESPP										Stock Options/SARs						ESPP
		Six Months Ended June 30,									Six Months Ended June 30,										Three Months Ended March 31,						Three Months Ended March 31,
		2020			2019			2020			2019				2021			2020			2021			2020
Weighted Average Fair Value of Grants	Weighted Average Fair Value of Grants	$	16.94		$	25.68		$	20.80		$	22.98		Weighted Average Fair Value of Grants	$	17.03		$	19.67		$	14.69		$	20.80
Expected Volatility	Expected Volatility	42.10		%	31.50		%	35.24		%	36.31		%	Expected Volatility	47.18		%	33.43		%	54.99		%	35.24		%
Risk-Free Interest Rate	Risk-Free Interest Rate	0.93		%	2.38		%	1.56		%	2.48		%	Risk-Free Interest Rate	0.28		%	1.43		%	0.09		%	1.56		%
Dividend Yield	Dividend Yield	1.94		%	0.96		%	1.56		%	0.83		%	Dividend Yield	3.25		%	1.60		%	3.41		%	1.56		%
Expected Life	Expected Life	5.1 years			5.1 years			0.5 years			0.5 years			Expected Life	5.2 years			5.0 years			0.5 years			0.5 years

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.

~~-9-~~-8-

EOG RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

The following table sets forth stock option and SAR transactions for the ~~six-month~~three-month periods ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ (stock options and SARs in thousands):


		Six Months Ended June 30, 2020				Six Months Ended June 30, 2019						Three Months Ended March 31, 2021			Three Months Ended March 31, 2020
		Number of Stock Options/SARs	Weighted Average Grant Price		Number of Stock Options/SARs	Weighted Average Grant Price			Number of Stock Options/SARs	Weighted Average Grant Price		Number of Stock Options/SARs	Weighted Average Grant Price
Outstanding at January 1	Outstanding at January 1	9,395	$	94.53	8,310	$	96.90	Outstanding at January 1	10,186	$	84.08	9,395	$	94.53
Granted	Granted	16	58.40		32	93.29		Granted	7	53.98		9	75.44
Exercised ⁽¹⁾	Exercised ⁽¹⁾	(23)	69.59		(157)	73.39		Exercised (1)	(26)	63.25		(23)	69.59
Forfeited	Forfeited	(389)	91.39		(107)	105.47		Forfeited	(103)	89.21		(47)	96.81
Outstanding at June 30 ⁽²⁾		8,999	$	94.66	8,078	$	97.23
Outstanding at March 31 (2)								Outstanding at March 31 (2)	10,064	$	84.06	9,334	$	94.56
Vested or Expected to Vest ⁽³⁾	Vested or Expected to Vest ⁽³⁾	8,670	$	94.67	7,741	$	96.78	Vested or Expected to Vest (3)	9,749	$	84.74	8,998	$	94.55
Exercisable at June 30 ⁽⁴⁾		4,963	$	94.61	3,905	$	86.71
Exercisable at March 31 (4)								Exercisable at March 31 (4)	6,288	$	96.47	5,249	$	94.33

(1)The total intrinsic value of stock options/SARs exercised during the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ was ~~$0.4~~$0.2 million and ~~$3.9~~$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 grant price of the stock options/SARs.

(2)The total intrinsic value of stock options/SARs outstanding at ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ was ~~$0.1~~$71 million and ~~$45.0 million,~~0, respectively. At ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ the weighted average remaining contractual life was ~~3.9 years and~~ 4.0 ~~years, respectively.~~years.

(3)The total intrinsic value of stock options/SARs vested or expected to vest at ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ was ~~$0.1~~$66 million and ~~$44.4 million,~~0, respectively. At ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ the weighted average remaining contractual life was ~~3.9 years and 3.9 years, respectively.~~4.0 years.

(4)The total intrinsic value of stock options/SARs exercisable at ~~June 30,~~March 31, 2021 and 2020 was $3 million and ~~2019 was~~ 0, ~~and $37.1 million,~~ respectively. At ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ the weighted average remaining contractual life was ~~2.7~~3.0 years and ~~2.5~~2.8 years, respectively.

At ~~June 30, 2020,~~March 31, 2021, unrecognized compensation expense related to non-vested stock option, SAR and ESPP grants totaled ~~$61.6~~$47 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of ~~1.5~~1.9 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 ~~$23.4~~$24 million and ~~$23.1~~$25 million for the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and $48.2 million and $46.4 million for the six months ended June 30, 2020 and 2019,~~ respectively.

-9-

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 ~~six-month~~three-month periods ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ (shares and units in thousands):


		Six Months Ended June 30, 2020				Six Months Ended June 30, 2019						Three Months Ended March 31, 2021			Three Months Ended March 31, 2020
		Number of Shares and Units	Weighted Average Grant Date Fair Value		Number of Shares and Units	Weighted Average Grant Date Fair Value			Number of Shares and Units	Weighted Average Grant Date Fair Value		Number of Shares and Units	Weighted Average Grant Date Fair Value
Outstanding at January 1	Outstanding at January 1	4,546	$	90.16	3,792	$	96.64	Outstanding at January 1	4,742	$	74.97	4,546	$	90.16
Granted	Granted	67	51.83		401	96.22		Granted	12	60.27		26	63.48
Released ⁽¹⁾	Released ⁽¹⁾	(304)	88.58		(395)	93.84		Released (1)	(430)	90.27		(259)	88.19
Forfeited	Forfeited	(36)	90.61		(68)	98.27		Forfeited	(25)	71.16		(11)	89.86
Outstanding at June 30 ⁽²⁾		4,273	$	89.67	3,730	$	96.86
Outstanding at March 31 (2)								Outstanding at March 31 (2)	4,299	$	73.42	4,302	$	90.12

(1)The total intrinsic value of restricted stock and restricted stock units released during the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ was ~~$13.1~~$31 million and ~~$35.7~~$11 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 ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ was ~~$216.5~~$312 million and ~~$347.5~~$155 million, respectively.

~~-10-~~

~~EOG RESOURCES, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(Unaudited)~~

At ~~June 30, 2020,~~March 31, 2021, unrecognized compensation expense related to restricted stock and restricted stock units totaled ~~$154.2~~$153 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of ~~1.4~~1.5 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~~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 ~~$1.2~~$1 million ~~and $1.9 million~~ for the each of the three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019, respectively, and $2.3 million and $3.8 million for the six months ended June 30, 2020 and 2019, respectively.~~2020.

-10-

EOG RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

The following table sets forth the performance unit transactions for the ~~six-month~~three-month periods ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ (units in thousands):


		Six Months Ended June 30, 2020						Six Months Ended June 30, 2019							Three Months Ended March 31, 2021			Three Months Ended March 31, 2020
		Number of Units		Weighted Average Price per Grant Date			Number of Units	Weighted Average Price per Grant Date			Number of Units		Weighted Average Price per Grant Date		Number of Units	Weighted Average Price per Grant Date
Outstanding at January 1	Outstanding at January 1	598		$	92.19		539	$	101.53	Outstanding at January 1	613		$	79.10	598	$	92.19
Granted	Granted	—		—		��	—	—		Granted	8		49.86		0	0
Granted for Performance Multiple ⁽¹⁾	Granted for Performance Multiple ⁽¹⁾	66		100.95			72	69.43		Granted for Performance Multiple (1)	19		96.29		66	100.95
Released ⁽²⁾	Released ⁽²⁾	(121)		104.69			(83)	85.65		Released (2)	(98)		96.29		(121)	104.69
Forfeited	Forfeited	—		—			—	—		Forfeited	0		0		0	0
Outstanding at June 30 ⁽³⁾		543	(4)	$	90.48		528	$	99.64
Outstanding at March 31 (3)										Outstanding at March 31 (3)	542	(4)	$	76.18	543	$	90.48

(1)Upon completion of the Performance Period for the performance units granted in ~~2016~~2017 and ~~2015,~~2016, a performance multiple of ~~150%~~125% and ~~200%~~150%, respectively, was applied to each of the grants resulting in additional grants of performance units in February ~~2020~~2021 and February ~~2019,~~2020, respectively.

(2)The total intrinsic value of performance units released during the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ was ~~$9.0~~$6 million and ~~$7.7~~$9 million, respectively. 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 ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ was approximately ~~$27.5~~$39 million and ~~$49.2~~$20 million, respectively.

(4)Upon the application of the relevant performance multiple at the completion of each of the remaining Performance Periods, a minimum of ~~179~~76,785 and a maximum of ~~907~~1,007,705 performance units could be outstanding.

At ~~June 30, 2020,~~March 31, 2021, unrecognized compensation expense related to performance units totaled ~~$6.4~~$7 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of ~~1.7~~1.9 years.

-11-

EOG RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

3. Net Income ~~(Loss)~~ Per Share

The following table sets forth the computation of Net Income ~~(Loss)~~ Per Share for the three-month ~~and six-month~~ periods ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ (in ~~thousands,~~millions, except per share data):


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Numerator for Basic and Diluted Earnings Per Share -	Numerator for Basic and Diluted Earnings Per Share -									Numerator for Basic and Diluted Earnings Per Share -
Net Income (Loss)		$	(909,384)	$	847,841	$	(899,571)	$	1,483,267
Net Income										Net Income	$	677	$	10
Denominator for Basic Earnings Per Share -	Denominator for Basic Earnings Per Share -									Denominator for Basic Earnings Per Share -
Weighted Average Shares	Weighted Average Shares	578,719		577,460		578,581		577,333		Weighted Average Shares	580		578
Potential Dilutive Common Shares -	Potential Dilutive Common Shares -									Potential Dilutive Common Shares -
Stock Options/SARs/ESPP	Stock Options/SARs/ESPP	—		434		—		452		Stock Options/SARs/ESPP	1		0
Restricted Stock/Units and Performance Units	Restricted Stock/Units and Performance Units	—		2,353		—		2,419		Restricted Stock/Units and Performance Units	2		2
Denominator for Diluted Earnings Per Share -	Denominator for Diluted Earnings Per Share -									Denominator for Diluted Earnings Per Share -
Adjusted Diluted Weighted Average Shares	Adjusted Diluted Weighted Average Shares	578,719		580,247		578,581		580,204		Adjusted Diluted Weighted Average Shares	583		580
Net Income (Loss) Per Share
Net Income Per Share										Net Income Per Share
Basic	Basic	$	(1.57)	$	1.47	$	(1.55)	$	2.57	Basic	$	1.17	$	0.02
Diluted	Diluted	$	(1.57)	$	1.46	$	(1.55)	$	2.56	Diluted	$	1.16	$	0.02

The diluted earnings per share calculation excludes stock ~~options, SARs, restricted stock, restricted stock units and performance units~~option, SAR, and ESPP grants that were anti-dilutive. Shares underlying the excluded stock ~~options, SARs~~option, SAR and ESPP grants were ~~9.3~~8 million and ~~6.0~~9 million shares for the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and were 9.3 million and 6.0 million shares for the six months ended June 30, 2020 and 2019,~~ respectively. ~~For the three and six months ended June 30, 2020, 4.8 million shares 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 ~~six-month~~three-month periods ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ (in ~~thousands)~~millions):


		Six Months Ended June 30,							Three Months Ended March 31,
		2020		2019			2021		2020
Interest ⁽¹⁾	Interest ⁽¹⁾	$	68,730	$	108,994	Interest (1)	$	49	$	47
Income Taxes, Net of Refunds Received	Income Taxes, Net of Refunds Received	$	(76,489)	$	(331,778)	Income Taxes, Net of Refunds Received	$	20	$	15

(1)Net of capitalized interest of ~~$17~~$8 million and ~~$18~~$9 million for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively.

EOG's accrued capital expenditures at ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ were ~~$246~~$436 million and ~~$626~~$642 million, respectively.

Non-cash investing activities for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ included additions of ~~$55~~$25 million and ~~$72~~$29 million, respectively, to EOG's oil and gas properties as a result of property exchanges. Non-cash investing activities for the ~~six~~three months ended ~~June 30,~~ March 31, 2021 and 2020, also included additions of ~~$73~~$74 million and $49 million, respectively, to EOG's other property, plant and equipment ~~primarily~~made in connection with a finance lease ~~transaction.~~transactions for storage facilities.

-12-

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 six-month~~ periods ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ (in ~~thousands)~~millions):


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Operating Revenues and Other	Operating Revenues and Other									Operating Revenues and Other
United States	United States	$	1,055,673	$	4,611,789	$	5,716,408	$	8,588,808	United States	$	3,606	$	4,661
Trinidad	Trinidad	33,899		71,132		75,542		141,000		Trinidad	76		42
Other International ⁽¹⁾	Other International ⁽¹⁾	13,802		14,709		29,116		26,464		Other International (1)	12		15
Total	Total	$	1,103,374	$	4,697,630	$	5,821,066	$	8,756,272	Total	3,694		4,718
Operating Income (Loss)	Operating Income (Loss)									Operating Income (Loss)
United States ⁽²⁾	United States ⁽²⁾	$	(1,079,201)	$	1,107,910	$	(973,795)	$	1,958,810	United States (2)	890		105
Trinidad	Trinidad	10,234		34,390		22,897		73,222		Trinidad	43		13
Other International ^{(1) (3)}	Other International ^{(1) (3)}	(17,582)		(11,529)		(78,066)		(24,731)		Other International (1) (3)	(1)		(60)
Total	Total	(1,086,549)		1,130,771		(1,028,964)		2,007,301		Total	932		58
Reconciling Items	Reconciling Items									Reconciling Items
Other Income (Expense), Net	Other Income (Expense), Net	(4,500)		8,503		13,608		14,115		Other Income (Expense), Net	(4)		18
Interest Expense, Net	Interest Expense, Net	(54,213)		(49,908)		(98,903)		(104,814)		Interest Expense, Net	(47)		(45)
Income (Loss) Before Income Taxes		$	(1,145,262)	$	1,089,366	$	(1,114,259)	$	1,916,602
Income Before Income Taxes										Income Before Income Taxes	$	881	$	31

(1) Other International primarily consists of EOG's China and Canada operations. EOG began an exploration program in Oman in the third quarter of 2020.

(2) EOG recorded pretax impairment charges of ~~$6 million and $1,462~~$1,456 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2020, ~~respectively,~~ for proved oil and gas properties, leasehold costs and other assets due to the decline in commodity prices. ~~See Note 11. In addition, EOG recorded pretax impairment charges of $219 million for the three and six months ended June 30, 2020, for sand and crude-by-rail assets.~~

(3) EOG recorded pretax impairment charges of ~~$19~~$60 million for the three months ended ~~June 30,~~March 31, 2020, ~~and $79 million~~ for ~~the six months ended June 30, 2020, 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 ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 (in ~~thousands)~~millions):


		At June 30, 2020		At December 31, 2019			At March 31, 2021		At December 31, 2020
Total Assets	Total Assets					Total Assets
United States	United States	$	34,534,344	$	36,274,942	United States	$	35,395	$	35,048
Trinidad	Trinidad	531,454		705,747		Trinidad	586		546
Other International ⁽¹⁾	Other International ⁽¹⁾	155,873		143,919		Other International (1)	190		211
Total	Total	$	35,221,671	$	37,124,608	Total	$	36,171	$	35,805

(1) Other International primarily consists of EOG's China and Canada operations. EOG began an exploration program in Oman in the third quarter of 2020.

-13-

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 ~~six-month~~three-month periods ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ (in ~~thousands)~~millions):


		Six Months Ended June 30,							Three Months Ended March 31,
		2020		2019			2021		2020
Carrying Amount at January 1	Carrying Amount at January 1	$	1,110,710	$	954,377	Carrying Amount at January 1	$	1,217	$	1,111
Liabilities Incurred	Liabilities Incurred	16,715		56,490		Liabilities Incurred	12		15
Liabilities Settled ⁽¹⁾	Liabilities Settled ⁽¹⁾	(24,480)		(41,650)		Liabilities Settled (1)	(5)		(24)
Accretion	Accretion	23,153		20,523		Accretion	11		11
Revisions	Revisions	19,990		8,006		Revisions	2		0
Foreign Currency Translations		(223)		219
Carrying Amount at June 30		$	1,145,865	$	997,965
Carrying Amount at March 31						Carrying Amount at March 31	$	1,237	$	1,113

Current Portion	Current Portion	$	38,792	$	27,416	Current Portion	$	49	$	38
Noncurrent Portion	Noncurrent Portion	$	1,107,073	$	970,549	Noncurrent Portion	$	1,188	$	1,075

(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 ~~six-month~~three-month period ended ~~June 30, 2020,~~March 31, 2021, are presented below (in ~~thousands)~~millions):


	~~Six~~Three Months Ended ~~June 30, 2020~~March 31, 2021
Balance at January 1	$	~~25,897~~29
Additions Pending the Determination of Proved Reserves	~~55,669~~12
Reclassifications to Proved Properties	~~(2,178)~~(3)
Costs Charged to Expense ⁽¹⁾	~~(10,988)~~(5)
Balance at ~~June 30~~March 31	$	~~68,400~~33

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

~~At June 30, 2020, all capitalized~~


	Three Months Ended March 31, 2021
Capitalized exploratory well costs that have been capitalized for a period of one year or less	$	18
Capitalized exploratory well costs that have been capitalized for a period greater than one year (1)	15
Balance at March 31	$	33

Number of exploratory wells that have been capitalized for a period greater than one year	1

(1)Consists of costs ~~had been capitalized for periods of less than one year.~~related to a project in Trinidad at March 31, 2021.

-14-

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.

~~-14-~~

~~EOG RESOURCES, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(Unaudited)~~

9. Pension and Postretirement Benefits

Pension Plans.EOG has a defined contribution pension ~~plans~~plan in place for most of its employees in the United ~~States, and a defined benefit~~States. EOG's contributions to the pension plan ~~covering certain~~are based on various percentages of ~~its employees~~compensation and, in ~~Trinidad. For~~some instances, are based upon the ~~six months ended June 30, 2020 and 2019,~~amount of the employees' contributions. EOG's total costs recognized for ~~these~~the pension ~~plans~~plan were ~~$20.7~~$12 million and ~~$23.0~~$9 million for the three months ended March 31, 2021 and 2020, respectively. ~~EOG also has postretirement medical~~In addition, EOG's Trinidadian subsidiary maintains a contributory defined benefit pension plan and ~~dental plans in place for eligible~~a matched savings plan, both of which are available to most of its employees ~~and their dependents in~~of the ~~United States and Trinidad,~~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 0 outstanding commercial paper borrowings at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, and did not utilize any commercial paper borrowings during the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019.~~2020.

At June 30, 2020, $750 million aggregate principal amount of EOG's 4.100% Senior Notes due 2021 was reclassified as long-term debt as a result of EOG's intent and ability to ultimately replace such amounts with other long-term debt.

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-total capitalization~~debt-to-capitalization (as such terms are defined in the Agreement) of no greater than 65%. At ~~June 30, 2020,~~March 31, 2021, EOG was in compliance with this financial covenant. At ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, there were 0 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 ~~June 30, 2020,~~March 31, 2021, would have been ~~1.06%~~1.01% and 3.25%, respectively.

On ~~April~~February 1, ~~2020,~~2021, EOG repaid upon maturity the ~~$500 million aggregate principal amount of its 2.45% Senior Notes due 2020.~~

~~On April 14, 2020, EOG closed on its offering of~~ $750 million aggregate principal amount of its ~~4.375%~~4.100% Senior Notes due 2030 and $750 million aggregate principal amount of its 4.950% Senior Notes due 2050 (together, the Notes). Interest on the Notes is payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2020. EOG received net proceeds of approximately $1.48 billion from the issuance of the Notes, which were used to repay the 4.40% Senior Notes due 2020 when they matured on June 1, 2020 (see below), and have also been used (and will continue to be used) for general corporate purposes, including the funding of capital expenditures.

~~On June 1, 2020, EOG repaid upon maturity the $500 million aggregate principal amount of its 4.40% Senior Notes due 2020.~~2021.

Common Stock. On February ~~27, 2020,~~25, 2021, EOG's Board ~~of Directors~~ increased the quarterly cash dividend on the common stock from the previous ~~$0.2875~~$0.375 per share to ~~$0.375~~$0.4125 per share, effective beginning with the dividend paid on April 30, ~~2020,~~2021, to stockholders of record as of April 16, ~~2020.~~2021. In addition, on May 6, 2021, EOG's Board declared a special cash dividend on the common stock of $1.00 per share. The special cash dividend, which is in addition to the quarterly cash dividend, is payable on July 30, 2021 to stockholders of record as of July 16, 2021.

-15-

EOG RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

11. Fair Value Measurements

Recurring Fair Value Measurements. As more fully discussed in Note 13 to the Consolidated Financial Statements included in EOG's ~~2019~~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 ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 (in ~~thousands)~~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 June 30, 2020
Financial Assets: ⁽¹⁾

Crude Oil Swaps $ — $ 224,256 $ — $ 224,256
Crude Oil Roll Differential Swaps — 2,396 — 2,396
Natural Gas Liquids Swaps — 7,064 — 7,064
Natural Gas Collars — 4,338 — 4,338
Natural Gas Swaps — 2,533 — 2,533
Natural Gas Basis Swaps — 6 — 6
Financial Liabilities:
Crude Oil Roll Differential Swaps $ — $ 16,855 $ — $ 16,855
Natural Gas Basis Swaps — 10,671 — 10,671
Natural Gas Liquids Swaps — 166 — 166
Natural Gas Collars — 4,313 — 4,313
At December 31, 2019
Financial Assets: ⁽¹⁾
Natural Gas Liquids Swaps $ — $ 3,401 $ — $ 3,401
Natural Gas Basis Swaps — 970 — 970
Financial Liabilities: ⁽²⁾
Crude Oil Swaps $ — $ 23,266 $ — $ 23,266


	Fair Value Measurements Using:
	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
At March 31, 2021
Financial Assets:
Natural Gas Swaps	$	0	$	23	$	0	$	23
Financial Liabilities:
Natural Gas Swaps	0		5		0		5
Crude Oil Swaps	0		175		0		175
Crude Oil Roll Differential Swaps	0		20		0		20
Natural Gas Liquids Swaps	0		18		0		18

At December 31, 2020
Financial Assets:
Natural Gas Swaps	$	0	$	66	$	0	$	66
Financial Liabilities:
Crude Oil Roll Differential Swaps	0		1		0		1

~~(1) $207 million~~See Note 12 for the balance sheet amounts and ~~$1 million are included in "Current Assets - Assets from Price Risk Management Activities"~~classification of EOG's financial derivative instruments at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019, respectively, on the Condensed Consolidated Balance Sheets. $2 million is included in "Other Assets" at June 30, 2020, on the Condensed Consolidated Balance Sheets.~~

~~(2) $20 million is included in "Current Liabilities - Liabilities from Price Risk Management Activities" at December 31, 2019, on the Condensed Consolidated Balance Sheets.~~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.

-16-

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 ASC. In certain instances, EOG utilizes accepted offers from third-party purchasers as the basis for determining fair value.

During the first half of 2020, due to the decline in commodity prices, proved oil and gas properties with a carrying amount of $1,424 million were written down to their fair value of $264 million, resulting in pretax impairment charges of $1,160 million for the six months ended June 30, 2020. In addition, EOG recorded pretax impairment charges of $72 million for the six months ended June 30, 2020, for a commodity price-related write-down of other assets.

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 ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively, EOG had outstanding ~~$5,640~~$4,890 million and ~~$5,140~~$5,640 million aggregate principal amount of senior notes, which had estimated fair values at such dates of approximately ~~$6,416~~$5,478 million and ~~$5,452~~$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.

12. Risk Management Activities

Commodity Price Risk. As more fully discussed in Note 12 to the Consolidated Financial Statements included in EOG's ~~2019~~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.

~~Crude Oil~~Commodity Derivative Contracts. Prices received by EOG for its crude oil production generally vary from U.S. New York Mercantile Exchange (NYMEX) West Texas Intermediate (WTI) prices due to adjustments for delivery location (basis) and other factors. EOG has entered into crude oil basis swap contracts in order to fix the differential between Intercontinental Exchange (ICE) Brent pricing and pricing in Cushing, Oklahoma (ICE Brent Differential). Presented below is a comprehensive summary of EOG's ~~ICE Brent Differential basis swap~~financial commodity derivative contracts as of ~~June 30, 2020. The weighted average price differential expressed~~March 31, 2021. Crude oil and NGL volumes are presented in thousand barrels per day (MBbld) and prices are presented in dollars per barrel ($/Bbl) ~~represents the amount of addition to Cushing, Oklahoma, prices for the notional~~. Natural gas volumes ~~expressed~~are presented in ~~barrels~~million British Thermal Units per day ~~(Bbld) covered by the basis swap contracts.~~(MMBtud) and prices are presented in dollars per million British Thermal Units ($/MMBtu).

ICE Brent Differential Basis Swap Contracts
Volume (Bbld) Weighted Average Price Differential
($/Bbl)
2020
May 2020 (closed) 10,000 $ 4.92

Crude Oil Financial Price Swap Contracts

Contracts Sold

Period

Settlement Index

Volume
(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 WTI

201

51.29

April - June 2021

NYMEX WTI

150

51.68

July - September 2021

NYMEX WTI

150

52.71

-17-

EOG RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

~~EOG has also entered into crude oil basis swap contracts in order to fix the differential between pricing in Houston, Texas, and Cushing, Oklahoma (Houston Differential). Presented below~~

Crude Oil Basis Swap Contracts

Contracts Sold

Period

Settlement Index

Volume
(MBbld)

Weighted Average Price Differential
($/Bbl)

February 2021 (closed)

NYMEX WTI Roll Differential (1)

0.11

March - April 2021 (closed)

NYMEX WTI Roll Differential (1)

125

0.17

May - December 2021

NYMEX WTI Roll Differential (1)

125

0.17

January - December 2022

NYMEX WTI Roll Differential (1)

125

0.15

_________________

(1) This settlement index is a comprehensive summary of EOG's Houston Differential basis swap contracts as of June 30, 2020. The weighted average price differential expressed in $/Bbl represents the amount of addition to Cushing, Oklahoma, prices for the notional volumes expressed in Bbld covered by the basis swap contracts.

Houston Differential Basis Swap Contracts
Volume (Bbld) Weighted Average Price Differential
($/Bbl)
2020
May 2020 (closed) 10,000 $ 1.55

~~EOG has also entered into crude oil swaps in order~~used to fix the differential in pricing between the NYMEX calendar month average and the physical crude oil delivery month (Roll Differential). Presented below is a comprehensive summary of EOG's Roll Differential swap contracts as of June 30, 2020. The weighted average price differential expressed in $/Bbl represents the amount of net addition (reduction) to delivery month prices for the notional volumes expressed in Bbld covered by the swap contracts.

Roll Differential Swap Contracts
Volume (Bbld) Weighted Average Price Differential
($/Bbl)
2020
February 1, 2020 through June 30, 2020 (closed) 10,000 $ 0.70
July 2020 (closed) 88,000 (1.16)
August 1, 2020 through September 30, 2020 88,000 (1.16)
October 1, 2020 through December 31, 2020 66,000 (1.16)
month.

NGL Financial Price Swap Contracts

Contracts Sold

Period

Settlement Index

Volume
(MBbld)

Weighted Average Price
($/Bbl)

January - March 2021 (closed)

Mont Belvieu Propane (non-Tet)

29.44

April - December 2021

Mont Belvieu Propane (non-Tet)

29.44


Natural Gas Financial Price Swap Contracts
		Contracts Sold			Contracts Purchased
Period	Settlement Index	Volume (MMBtud in thousands)	Weighted AveragePrice ($/MMBtu)		Volume (MMBtud in thousands)	Weighted Average Price ($/MMBtu)

January - March 2021 (closed)	NYMEX Henry Hub	500	$	2.99	500	$	2.43
April - September 2021	NYMEX Henry Hub	500	2.99		570	2.81
October - December 2021	NYMEX Henry Hub	500	2.99		500	2.83
January - December 2022 (closed) (1)	NYMEX Henry Hub	20	2.75		0	0
April 2021 (closed)	Japan Korea Marker (JKM)	70	6.65		0	0
May - September 2021	JKM	70	6.65		0	0

_________________

(1) In ~~May 2020,~~January 2021, EOG ~~entered into crude oil Roll Differential~~executed the early termination provision granting EOG the right to terminate all of its open 2022 natural gas price swap contracts for the period from July 1, 2020 through September 30, 2020, with notional volumes of 22,000 Bbld at a weighted average price differential of $(0.43) per Bbl, and for the period from October 1, 2020 through December 31, 2020, with notional volumes of 44,000 Bbld at a weighted average price differential of $(0.73) per Bbl. These contracts partially offset certain outstanding Roll Differential swap contracts for the same time periods and volumes at a weighted average price differential of $(1.16) per Bbl.contracts. EOG ~~expects to pay~~received net cash of ~~$3.2~~$0.6 million for the settlement of these contracts. ~~The offsetting contracts were excluded from the above table.~~

~~Presented below is a comprehensive summary of EOG's crude oil NYMEX WTI price swap contracts as of June 30, 2020, with notional volumes expressed in Bbld and prices expressed in $/Bbl.~~

Crude Oil NYMEX WTI Price Swap Contracts
Volume (Bbld) Weighted Average Price ($/Bbl)
2020
January 1, 2020 through March 31, 2020 (closed) 200,000 $ 59.33
April 1, 2020 through May 31, 2020 (closed) 265,000 51.36

-18-

EOG RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – ~~(Continued)~~(Concluded)

(Unaudited)

In April and May 2020, EOG entered into crude oil NYMEX WTI price swap contracts for the period from June 1, 2020 through June 30, 2020, with notional volumes of 265,000 Bbld at a weighted average price of $33.80 per Bbl, for the period from July 1, 2020 through July 31, 2020, with notional volumes of 254,000 Bbld at a weighted average price of $33.75 per Bbl, for the period from August 1, 2020 through September 30, 2020, with notional volumes of 154,000 Bbld at a weighted average price of $34.18 per Bbl and for the period from October 1, 2020 through December 31, 2020, with notional volumes of 47,000 Bbld at a weighted average price of $30.04 per Bbl. These contracts offset the remaining NYMEX WTI price swap contracts for the same time periods and volumes at a weighted average price of $51.36 per Bbl for the period from June 1, 2020 through June 30, 2020, $42.36 per Bbl for the period from July 1, 2020 through July 31, 2020, $50.42 per Bbl for the period from August 1, 2020 through September 30, 2020 and $31.00 per Bbl for the period from October 1, 2020 through December 31, 2020.~~EOG expects to receive net cash of $364.0 million for the settlement of these contracts. The offsetting contracts were excluded from the above table.~~

~~Presented below is a comprehensive summary of EOG's crude oil ICE Brent price swap contracts as of June 30, 2020, with notional volumes expressed in Bbld and prices expressed in $/Bbl.~~

Crude Oil ICE Brent Price Swap Contracts
Volume (Bbld) Weighted Average Price
($/Bbl)
2020
April 2020 (closed) 75,000 $ 25.66
May 2020 (closed) 35,000 26.53

~~NGLs Derivative Contracts.~~ Presented below is a comprehensive summary of EOG's Mont Belvieu propane (non-TET) financial price swap contracts (Mont Belvieu Propane Price Swap Contracts) as of June 30, 2020, with notional volumes expressed in Bbld and prices expressed in $/Bbl.

Mont Belvieu Propane Price Swap Contracts
Volume (Bbld) Weighted Average Price ($/Bbl)
2020
January 1, 2020 through February 29, 2020 (closed) 4,000 $ 21.34
March 1, 2020 through April 30, 2020 (closed) 25,000 17.92

In April and May 2020, EOG entered into Mont Belvieu propane price swap contracts for the period from May 1, 2020 through December 31, 2020, with notional volumes of 25,000 Bbld at a weighted average price of $16.41 per Bbl. These contracts offset the remaining Mont Belvieu propane price swap contracts for the same time period with notional volumes of 25,000 Bbld at a weighted average price of $17.92 per Bbl. EOG expects to receive net cash of $9.2 million for the settlement of these contracts. The offsetting contracts were excluded from the above table.

~~Natural Gas Derivative Contracts.~~ Presented below is a comprehensive summary of EOG's natural gas price swap contracts as of June 30, 2020, with notional volumes expressed in million British thermal units (MMBtu) per day (MMBtud) and prices expressed in dollars per MMBtu ($/MMBtu).

Natural Gas Price Swap Contracts
Volume (MMBtud) Weighted Average Price ($/MMBtu)
2021
January 1, 2021 through December 31, 2021 50,000 $ 2.75

~~-19-~~

~~EOG RESOURCES, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(Unaudited)~~

EOG has entered into natural gas collar contracts, which establish ceiling and floor prices for the sale of notional volumes of natural gas as specified in the collar contracts. The collars require that EOG pay the difference between the ceiling price and the NYMEX Henry Hub natural gas price for the contract month (Henry Hub Index Price) in the event the Henry Hub Index Price is above the ceiling price. The collars grant EOG the right to receive the difference between the floor price and the Henry Hub Index Price in the event the Henry Hub Index Price is below the floor price. In March 2020, EOG executed the early termination provision granting EOG the right to terminate certain 2020 natural gas collar contracts with notional volumes of 250,000 MMBtud at a weighted average ceiling price of $2.50 per MMBtu and a weighted average floor price of $2.00 per MMBtu for the period from April 1, 2020 through July 31, 2020. The net cash EOG received for settling these contracts was $7.8 million. Presented below is a comprehensive summary of EOG's natural gas collar contracts as of June 30, 2020, with notional volumes expressed in MMBtud and prices expressed in $/MMBtu.

Natural Gas Collar Contracts
Weighted Average Price ($/MMBtu)
Volume (MMBtud) Ceiling Price Floor Price
2020
April 1, 2020 through July 31, 2020 (closed) 250,000 $ 2.50 $ 2.00

In April 2020, EOG entered into natural gas collar contracts for the period from August 1, 2020 through October 31, 2020, with notional volumes of 250,000 MMBtud at a ceiling price of $2.50 per MMBtu and a floor price of $2.00 per MMBtu. These contracts offset the remaining natural gas collar contracts for the same time period with notional volumes of 250,000 MMBtud at a ceiling price of $2.50 per MMBtu and a floor price of $2.00 per MMBtu. EOG expects to receive net cash of $1.1 million for the settlement of these contracts. The offsetting contracts were excluded from the above table.

Prices received by EOG for its natural gas production generally vary from NYMEX Henry Hub prices due to adjustments for delivery location (basis) and other factors. EOG has entered into natural gas basis swap contracts in order to fix the differential between pricing in the Rocky Mountain area and NYMEX Henry Hub prices (Rockies Differential). Presented below is a comprehensive summary of EOG's Rockies Differential basis swap contracts as of June 30, 2020. The weighted average price differential expressed in $/MMBtu represents the amount of reduction to NYMEX Henry Hub prices for the notional volumes expressed in MMBtud covered by the basis swap contracts.

Rockies Differential Basis Swap Contracts
Volume (MMBtud) Weighted Average Price Differential
($/MMBtu)
2020
January 1, 2020 through June 30, 2020 (closed) 30,000 $ 0.55
July 1, 2020 through December 31, 2020 30,000 0.55

EOG has also entered into natural gas basis swap contracts in order to fix the differential between pricing at the Houston Ship Channel (HSC) and NYMEX Henry Hub prices (HSC Differential). In March 2020, EOG executed the early termination provision granting EOG the right to terminate certain 2020 HSC Differential basis swaps with notional volumes of 60,000 MMBtud at a weighted average price differential of $0.05 per MMBtu for the period from April 1, 2020 through December 31, 2020. The net cash EOG paid for settling these contracts was $0.4 million. Presented below is a comprehensive summary of EOG's HSC Differential basis swap contracts as of June 30, 2020. The weighted average price differential expressed in $/MMBtu represents the amount of reduction to NYMEX Henry Hub prices for the notional volumes expressed in MMBtud covered by the basis swap contracts.

HSC Differential Basis Swap Contracts
Volume (MMBtud) Weighted Average Price Differential
($/MMBtu)
2020
January 1, 2020 through December 31, 2020 (closed) 60,000 $ 0.05

~~-20-~~

~~EOG RESOURCES, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(Unaudited)~~

EOG has also entered into natural gas basis swap contracts in order to fix the differential between pricing at the Waha Hub in West Texas and NYMEX Henry Hub prices (Waha Differential). Presented below is a comprehensive summary of EOG's Waha Differential basis swap contracts as of June 30, 2020. The weighted average price differential expressed in $/MMBtu represents the amount of reduction to NYMEX Henry Hub prices for the notional volumes expressed in MMBtud covered by the basis swap contracts.

Waha Differential Basis Swap Contracts
Volume (MMBtud) Weighted Average Price Differential
($/MMBtu)
2020
January 1, 2020 through April 30, 2020 (closed) 50,000 $ 1.40

In April 2020, EOG entered into Waha Differential basis swap contracts for the period from May 1, 2020 through December 31, 2020, with notional volumes of 50,000 MMBtud at a weighted average price differential of $0.43 per MMBtu. These contracts offset the remaining Waha Differential basis swap contracts for the same time period with notional volumes of 50,000 MMBtud at a weighted average price differential of $1.40 per MMBtu. EOG expects to pay net cash of $11.9 million for the settlement of these contracts. The offsetting contracts were excluded from the above table.

Commodity Derivatives Location on Balance Sheet. The following table sets forth the amounts and classification of EOG's outstanding financial derivative instruments at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~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 ~~thousands)~~millions):

Fair Value at

Description

Location on Balance Sheet

June 30, 2020

December 31, 2019

Description

Location on Balance Sheet

March 31, 2021

December 31, 2020

Asset Derivatives

Crude oil, NGLs and natural gas derivative contracts -

Current portion

Assets from Price Risk Management Activities ⁽¹⁾

207,019

1,299

Current portion

Assets from Price Risk Management Activities

Noncurrent Portion

Other Assets

1,569

—

Noncurrent Portion

Other Assets

Liability Derivatives

Crude oil, NGLs and natural gas derivative contracts -

Current portion

Liabilities from Price Risk Management Activities ⁽²⁾

—

20,194

Current portion

Liabilities from Price Risk Management Activities (1)

188

Noncurrent portion

Other Liabilities

(1) The current portion of Assets from Price Risk Management Activities consists of gross assets of $239 million, partially offset by gross liabilities of $32 million at June 30, 2020. The current portion of Assets from Price Risk Management Activities consists of gross assets of $3 million, partially offset by gross liabilities of $2 million, at December 31, 2019.

~~(2)~~ The current portion of Liabilities from Price Risk Management Activities consists of gross liabilities of ~~$23~~$211 million, partially offset by gross assets of $3$23 million, at ~~December~~March 31, ~~2019.~~2021.

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 ~~exposure~~exposures to significant counterparties on an ongoing basis, including ~~that~~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.

~~-21-~~

~~EOG RESOURCES, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(Unaudited)~~

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 March 31, 2021 and a net asset position at ~~June 30, 2020 and~~ December 31, ~~2019.~~2020. EOG had 0$19 million of collateral posted and 0 collateral held ~~collateral of $62 million~~ at ~~June 30, 2020,~~March 31, 2021, and had 0 collateral posted ~~and~~or held ~~0 collateral~~ at December 31, ~~2019.~~2020.

13. Acquisitions and Divestitures

During the ~~six~~three months ended ~~June 30,~~March 31, 2021, EOG paid cash for property acquisitions of $6 million in the United States. Additionally, during the three months ended March 31, 2021, EOG recognized net losses on asset dispositions of $6 million and received proceeds of approximately $5 million.

During the three months ended March 31, 2020, EOG paid cash for property acquisitions of ~~$46~~$44 million in the United States. Additionally, during the ~~six~~three months ended ~~June 30,~~March 31, 2020, EOG recognized net gains on asset dispositions of ~~$30~~$16 million, primarily due to the sale of proved properties and non-cash property exchanges of unproved leasehold in Texas, New Mexico and the Rocky Mountain area, and received proceeds of approximately $43 million. During the six months ended June 30, 2019, EOG paid cash for property acquisitions of $304 million in the United States. Additionally, during the six months ended June 30, 2019, EOG recognized net gains on asset dispositions of $4 million and received proceeds of approximately $18$26 million.

~~-22-~~-19-

PART I. FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EOG RESOURCES, INC.

Overview

EOG Resources, Inc., together with its subsidiaries (collectively, EOG), is one of the largest independent (non-integrated) crude oil and natural gas companies in the United States with proved reserves in the United States, Trinidad and China. 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 and capital costs and maximizing reserve recoveries. ~~Each~~Pursuant to this strategy, each prospective drilling location is evaluated by its estimated rate of return. This strategy is intended to enhance the generation of cash flow and earnings from each unit of production on a cost-effective basis, allowing EOG to deliver long-term ~~production~~ growth ~~while maintaining~~in shareholder value and maintain a strong balance sheet. EOG implements its strategy primarily by emphasizing the drilling of internally generated prospects in order to find and develop low-cost reserves. Maintaining the lowest possible operating cost structure, ~~that is consistent~~coupled with efficient and safe operations and ~~environmentally responsible operations~~robust environmental stewardship practices and performance, is ~~also an important goal~~integral in the implementation of EOG's strategy.

Recent Developments. The COVID-19 pandemic and the measures being taken to address and limit the spread of the virus ~~have~~ adversely affected the economies and financial markets of the world, resulting in an economic downturn beginning in early 2020 that ~~has~~ negatively impacted ~~and may continue to negatively impact,~~ global demand and prices for crude oil and condensate, natural gas liquids (NGLs) and natural gas. The effects of COVID-19 mitigation efforts, including the wide availability of vaccines, combined with the waning intensity of the pandemic, have resulted in increased demand (and prices) for crude oil and condensate. In the first quarter of 2021, demand and prices for crude oil and condensate returned to near pre-pandemic levels. See ~~PART II,~~ ITEM 1A, ~~"Risk Factors" below,~~Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed on February 25, 2021 (Annual Report), for further discussion.

In early ~~March 2020, due to the failure of~~2021, the members of the Organization of ~~the~~ Petroleum Exporting Countries and Russia (OPEC+) met and agreed to ~~reach an agreement on individual crude oil~~taper off certain of their production ~~limits,~~curtailments (agreed to in April 2020) through March 2021. Subsequent to the meeting, Saudi Arabia ~~unilaterally reduced the sales price of its crude oil and~~ announced that it would ~~increase~~unilaterally cut its ~~crude oil production. The combination of these actions~~production by an additional one million barrels per day in February 2021 and March 2021. Further, in April 2021, OPEC+ indicated it would continue to ease production curtailments starting in May 2021 as it expected the ~~effects~~intensity of the COVID-19 pandemic onwould subside and containment measures would be scaled back, leading to expected increases in demand for crude oil ~~demand, resulted~~production in ~~lower commodity prices in March and April 2020. In April 2020,~~ the ~~members~~second half of OPEC+ reached an agreement to cut production beginning in May 2020 and extending through April 2022 with the quantity of the production cuts decreasing over time. In May and June 2020, crude oil prices recovered, but remain significantly below average prices in 2019 as a result of the2021.

The continuing rebalancing of crude oil demand and supply resulting from ~~the actions of OPEC+~~improving or stabilizing conditions in certain economies and ~~the continuing effect~~financial markets of the ~~COVID-19 pandemic~~world, combined with continuing actions taken by OPEC+, have had a positive impact on ~~global demand.~~crude oil prices in the first quarter of 2021.

~~In response~~We will continue to monitor and assess any executive orders or legislative or regulatory actions that could impact the ~~current commodity price environment, EOG updated its 2020 capital~~oil and ~~operating plan~~gas industry, to ~~reduce activity across its operating areas~~determine the impact on our business and ~~decrease its total anticipated 2020 capital expenditures. EOG also elected to reduce its 2020 crude oil production, including delaying initial production from new wells~~operations, and shutting-in or otherwise curtailing existing production. As a result, EOG expects its full-year 2020 total crude oil production to be lower than its full-year 2019 total crude oil production. See "2020 Capitaltake appropriate actions where necessary.For related discussion, see ITEM 1, Business – Regulation, ITEM 1A, Risk Factors and ~~Operating Plan" below for further discussion.~~ITEM 7, Management's Discussion and Analysis of Financial Condition and Results of Operations - Overview, of our Annual Report.

Commodity Prices. ~~As a result of~~Prices for crude oil and condensate, natural gas liquids (NGLs) and natural gas have historically been volatile. This volatility is expected to continue due to the many uncertainties associated with ~~(i)~~ the world political and economic environment ~~(ii) the COVID-19 pandemic and its continuing effect on the economies and financial markets of the world and (iii) any future actions by the members of OPEC+,~~ and the ~~effect of these uncertainties on worldwide supplies~~global supply of, and demand for, crude oil, ~~and condensate,~~ NGLs and natural gas ~~EOG is unable to predict what changes may occur in crude oil~~ and ~~condensate, NGLs, and natural gas prices~~the availability of other energy supplies, the relative competitive relationships of the various energy sources in the ~~future. However, prices for crude oil~~view of consumers and ~~condensate, NGLs and natural gas have historically been volatile, and this volatility is expected to continue.~~other factors.

The market prices of crude oil and condensate, NGLs and natural gas ~~during the remainder of 2020 will~~ impact the amount of cash generated from EOG's operating activities, which, ~~will~~ in turn, impact EOG's financial position and results of operations.

-20-

For the first ~~six~~three months of ~~2020,~~2021, the average U.S. New York Mercantile Exchange (NYMEX) crude oil and condensate and natural gas prices were ~~$36.97~~$57.80 per barrel and ~~$1.85~~$2.69 per million British thermal units (MMBtu), respectively, ~~both~~ representing ~~decreases~~increases of 25% and 36%, respectively, from the average NYMEX prices for the same period in ~~2019.~~2020. Market prices for NGLs are influenced by the components extracted, including ethane, propane and butane and natural gasoline, among others, and the respective market pricing for each component. In February 2021, EOG realized higher-than-average daily prices on certain days for deliveries of natural gas volumes due to disruptions throughout the United States from Winter Storm Uri.

~~-23-~~

United States. EOG's efforts to identify plays with large reserve potential have proven to be successful. ~~EOG has placed an emphasis on applying its horizontal drilling and completion expertise to unconventional crude oil and liquids-rich reservoirs,~~ EOG continues to drill numerous wells in large acreage plays, which in the aggregate have contributed substantially to, and are expected to continue to contribute substantially to, EOG's crude oil and condensate, NGLs and natural gas production. EOG has placed an emphasis on applying its horizontal drilling and completion expertise to unconventional crude oil and, to a lesser extent, liquids-rich natural gas ~~production.~~plays.

During the first ~~six~~three months of ~~2020,~~2021, EOG continued to focus on increasing drilling, completion and operating efficiencies gained in prior years. Such efficiencies, combined with new innovation, resulted in lower drilling and completion costs. Winter Storm Uri negatively impacted Lease and Well, Transportation and Gathering and Processing Costs in the first quarter of 2021. In addition, EOG continued to evaluate certain potential crude oil and ~~liquids-rich~~condensate, NGLs and natural gas exploration and development prospects and to look for opportunities to add drilling inventory through leasehold acquisitions, farm-ins, exchanges or tactical acquisitions. On a volumetric basis, as calculated using the 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 ~~NGL~~NGLs production accounted for approximately ~~76%~~75% and 77% of EOG's United States production during the first ~~six~~three months of ~~2020~~2021 and ~~2019,~~2020, respectively. During the first ~~six~~three months of ~~2020,~~2021, EOG's drilling and completion activities occurred primarily in the Delaware Basin play, Eagle Ford ~~play, Delaware Basin~~ play and Rocky Mountain area. EOG's major producing areas in the United States are in New Mexico and Texas. InEOG faced interruptions to sales in certain markets due to disruptions throughout the ~~second quarter of 2020, EOG delayed initial production~~United States from ~~most newly-completed wells and shut in some existing production.~~Winter Storm Uri.

Trinidad. In Trinidad, EOG continues to deliver natural gas under existing supply contracts. Several fields in the South East Coast Consortium ~~(SECC)~~ Block, Modified U(a) Block, Block 4(a), Modified U(b) Block, the Banyan Field and the Sercan Area have been developed and are producing natural gas which is sold to the National Gas Company of Trinidad and Tobago Limited and its subsidiary, and crude oil and condensate which is sold to Heritage Petroleum Company ~~Limited.~~ Limited (Heritage).

In March 2021, EOG signed a farmout agreement with Heritage, which allows EOG to earn a 65% working interest in an offshore block located on the ~~first half of 2020,~~South West Coast Block. EOG ~~completed the drilling of~~is currently planning and preparing to drill one net exploratory well ~~and was~~ in the ~~process~~second half of ~~drilling~~2021. EOG continues to make progress on the design and ~~completing~~fabrication of a ~~second well on a different block as of June 30, 2020. Subsequent to~~platform and related facilities for our previously-announced discovery in the second quarter of 2020, it was announced that one of the exploratory wells found commercial quantities of proved reserves. During the remainder of 2020, EOG plans to drill two additional net wells, continue its evaluation of the remaining exploratory well and begin formulating development plans.Modified U(a) Block.

Other International. In the Sichuan Basin, Sichuan Province, China, EOG continues to work ~~closely~~ with its partner, PetroChina, under ~~the Production Sharing Contract~~a production sharing contract and other related agreements, to ensure uninterrupted ~~production in order to reach the level allowed by pipeline capacity.~~production. All natural gas produced from the Baijaochang Field is sold under a long-term contract to PetroChina.

In April 2021, EOG entered into a sale and purchase agreement for the sale of the subsidiary which holds all of its assets in China for proceeds of approximately $140 million. Closing, subject to customary conditions, is expected in the second quarter of 2021. Current net production is approximately 25 million cubic feet per day (MMcfd) of natural gas.

In the Sultanate of Oman, a Royal Decree was issued on March ~~2020,~~9, 2021, and EOG ~~began~~became a participant in the ~~process~~Exploration and Production Sharing Agreement for Block 49, holding a 50% working interest. EOG's partner in Block 49 completed the drilling and testing of ~~exiting its Canada operations.~~one gross exploratory well. The results are currently being evaluated. EOG continues to plan and prepare for the drilling of two net exploratory wells in Block 36, which are expected to be drilled later in 2021.

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

-21-

2021 Capital and Operating Plan. Total anticipated 2021 capital expenditures are estimated to range from approximately $3.7 billion to $4.1 billion, including facilities and gathering, processing and other expenditures, and excluding acquisitions and non-cash transactions. EOG plans to continue to focus a substantial portion of its exploration and development expenditures in its major producing areas in the United States. In particular, EOG will be focused on United States crude oil drilling activity in its Delaware Basin play, Eagle Ford play and Rocky Mountain area where it generates its highest rates-of-return. To further enhance the economics of these plays, EOG expects to continue to improve well performance and lower drilling and completion costs through efficiency gains, new innovation and initiatives to manage procurement and service costs. In addition, EOG expects to spend a portion of its anticipated 2021 capital expenditures on leasing acreage and evaluating new prospects.

In 2021, total crude oil production is expected to remain at fourth quarter 2020 levels. Further, EOG expects to continue to focus on reducing operating costs in 2021 through efficiency improvements.

Management continues to believe EOG has one of the strongest prospect inventories in EOG's history. When it fits EOG's strategy, EOG will make acquisitions that bolster existing drilling programs or offer incremental exploration and/or production opportunities.

~~2020 Capital and Operating Plan~~. Total anticipated 2020 capital expenditures are estimated to range from approximately $3.4 billion to $3.6 billion, including facilities and gathering, processing and other expenditures, and excluding acquisitions and non-cash transactions. The updated 2020 capital and operating plan represents a reduction in total anticipated capital expenditures compared to the original 2020 capital and operating plan and, as a result, EOG expects its full-year 2020 total crude oil production to be lower than its full-year 2019 total crude oil production.

EOG's 2020 capital expenditures will continue to be focused on drilling operations in its high rate-of-return plays as well as targeted infrastructure, exploration and environmental projects that support the long-term value of EOG. EOG remains flexible and will continue to evaluate its 2020 capital and operating plan. EOG expects to continue monitoring market conditions in the second half of the year and adjust its production volumes accordingly, with the anticipation of increasing production as prices improve. EOG will also continue to exercise financial flexibility with a goal toward preserving liquidity while supporting its dividend.

Capital Structure. One of management's key strategies is to maintain a strong balance sheet with a consistently below average debt-to-total capitalization ratio as compared to those in EOG's peer group. EOG's debt-to-total capitalization ratio was ~~22%~~20% at ~~June 30, 2020~~March 31, 2021 and ~~19%~~22% at December 31, ~~2019.~~2020. As used in this calculation, total capitalization represents the sum of total current and long-term debt and total stockholders' equity.

~~-24-~~

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

At ~~June 30, 2020,~~March 31, 2021, EOG maintained a strong financial and liquidity position, including ~~$2.4~~$3.4 billion of cash and cash equivalents and $2.0 billion of availability under its senior unsecured revolving credit facility. ~~EOG's cash and cash equivalents as of June 30, 2020 included $62 million of collateral deposits from counterparties in anticipation of future settlements of financial commodity derivative contracts.~~

~~On April 1, 2020, EOG repaid, with cash on hand, the $500 million aggregate principal amount of its 2.45% Senior Notes due 2020 that matured on that date.~~

On April 14, 2020, EOG closed on its offering of $750 million aggregate principal amount of its 4.375% Senior Notes due 2030 and $750 million aggregate principal amount of its 4.950% Senior Notes due 2050 (together, the Notes). EOG received net proceeds of approximately $1.48 billion from the issuance of the Notes, which were used to repay the 4.40% Senior Notes due 2020 when they matured on June 1, 2020 (see below), and have also been used (and will continue to be used) for general corporate purposes, including the funding of capital expenditures.

~~Additionally, on June 1, 2020, EOG repaid, with cash on hand, the $500 million aggregate principal amount of its 4.40% Senior Notes due 2020 that matured on that date.~~

EOG ~~believes it~~ has significant flexibility ~~and availability~~ with respect to financing alternatives, including borrowings under its commercial paper program, bank borrowings, borrowings under its senior unsecured revolving credit facility, joint development agreements and similar agreements and equity and debt offerings.

~~-25-~~-22-

Results of Operations

The following review of operations for the three months ended March 31, 2021 and ~~six months ended June 30,~~ 2020 ~~and 2019~~ should be read in conjunction with the Condensed Consolidated Financial Statements of EOG and notes thereto included in this Quarterly Report on Form 10-Q.

Three Months Ended ~~June 30, 2020~~March 31, 2021 vs. Three Months Ended ~~June 30, 2019~~March 31, 2020

Operating ~~Revenues.~~Revenues and Other. During the ~~second~~first quarter of ~~2020,~~2021, operating revenues decreased ~~$3,595~~$1,024 million, or ~~77%~~22%, to ~~$1,103~~$3,694 million from ~~$4,698~~$4,718 million for the same period of ~~2019.~~2020. Total wellhead revenues, which are revenues generated from sales of EOG's production of crude oil and condensate, NGLs and natural gas, for the ~~second~~first quarter of ~~2020 decreased $2,135~~2021 increased $754 million, or ~~72%~~31%, to ~~$850~~$3,190 million from ~~$2,985~~$2,436 million for the same period of ~~2019.~~2020. EOG recognized net losses on the mark-to-market of financial commodity derivative contracts of ~~$126~~$367 million for the ~~second~~first quarter of ~~2020~~2021 compared to net gains of ~~$177~~$1,206 million for the same period of ~~2019.~~2020. Gathering, processing and marketing revenues for the ~~second~~first quarter of ~~2020~~2021 decreased ~~$1,138~~$191 million, or ~~76%~~18%, to ~~$363~~$848 million from ~~$1,501~~$1,039 million for the same period of ~~2019.~~2020. Net ~~gains~~losses on asset dispositions were ~~$13~~$6 million for the ~~second~~first quarter of ~~2020~~2021 compared to net gains of $8$16 million for the same period of ~~2019.~~2020.

~~-26-~~-23-

Wellhead volume and price statistics for the three-month periods ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ were as follows:


		Three Months Ended June 30,							Three Months Ended March 31,
		2020		2019			2021		2020
Crude Oil and Condensate Volumes (MBbld) ⁽¹⁾	Crude Oil and Condensate Volumes (MBbld) ⁽¹⁾					Crude Oil and Condensate Volumes (MBbld) (1)
United States	United States	330.9		454.9		United States	428.7		482.7
Trinidad	Trinidad	0.1		0.6		Trinidad	2.2		0.5
Other International ⁽²⁾	Other International ⁽²⁾	0.1		0.2		Other International (2)	0.1		0.1
Total	Total	331.1		455.7		Total	431.0		483.3
Average Crude Oil and Condensate Prices ($/Bbl) ⁽³⁾	Average Crude Oil and Condensate Prices ($/Bbl) ⁽³⁾					Average Crude Oil and Condensate Prices ($/Bbl) (3)
United States	United States	$	20.40	$	61.01	United States	$	58.07	$	46.97
Trinidad	Trinidad	0.60		49.56		Trinidad	49.77		34.93
Other International ⁽²⁾	Other International ⁽²⁾	48.78		55.07		Other International (2)	38.61		57.51
Composite	Composite	20.40		60.99		Composite	58.02		46.96
Natural Gas Liquids Volumes (MBbld) ⁽¹⁾	Natural Gas Liquids Volumes (MBbld) ⁽¹⁾					Natural Gas Liquids Volumes (MBbld) (1)
United States	United States	101.2		131.1		United States	124.3		161.3
Other International ⁽²⁾		—		—
Total	Total	101.2		131.1		Total	124.3		161.3
Average Natural Gas Liquids Prices ($/Bbl) ⁽³⁾	Average Natural Gas Liquids Prices ($/Bbl) ⁽³⁾					Average Natural Gas Liquids Prices ($/Bbl) (3)
United States	United States	$	10.20	$	15.63	United States	$	28.03	$	10.94
Other International ⁽²⁾		—		—
Composite	Composite	10.20		15.63		Composite	28.03		10.94
Natural Gas Volumes (MMcfd) ⁽¹⁾	Natural Gas Volumes (MMcfd) ⁽¹⁾					Natural Gas Volumes (MMcfd) (1)
United States	United States	939		1,047		United States	1,100		1,139
Trinidad	Trinidad	174		273		Trinidad	217		201
Other International ⁽²⁾	Other International ⁽²⁾	34		36		Other International (2)	25		38
Total	Total	1,147		1,356		Total	1,342		1,378
Average Natural Gas Prices ($/Mcf) ⁽³⁾	Average Natural Gas Prices ($/Mcf) ⁽³⁾					Average Natural Gas Prices ($/Mcf) (3)
United States	United States	$	1.11	$	1.98	United States	$	5.52	$	1.50
Trinidad	Trinidad	2.13		2.69		Trinidad	3.38		2.17
Other International ⁽²⁾	Other International ⁽²⁾	4.36		4.25		Other International (2)	5.66		4.32
Composite	Composite	1.36		2.19		Composite	5.17		1.67
Crude Oil Equivalent Volumes (MBoed) ⁽⁴⁾	Crude Oil Equivalent Volumes (MBoed) ⁽⁴⁾					Crude Oil Equivalent Volumes (MBoed) (4)
United States	United States	588.5		760.4		United States	736.4		833.8
Trinidad	Trinidad	29.2		46.1		Trinidad	38.5		34.0
Other International ⁽²⁾	Other International ⁽²⁾	5.7		6.3		Other International (2)	4.0		6.3
Total	Total	623.4		812.8		Total	778.9		874.1

Total MMBoe ⁽⁴⁾	Total MMBoe ⁽⁴⁾	56.7		74.0		Total MMBoe (4)	70.1		79.5

(1)Thousand barrels per day or million cubic feet per day, as applicable.

(2)Other International includes EOG's China and Canada operations.

(3)Dollars per barrel or per thousand cubic feet, as applicable. Excludes the impact of financial commodity derivative instruments (see Note 12 to the Condensed Consolidated Financial Statements).

(4)Thousand barrels of oil equivalent per day or million barrels of oil equivalent, as applicable; includes crude oil and condensate, NGLs and natural gas. Crude oil equivalent volumes are determined using a ratio of 1.0 barrel of crude oil and condensate or NGLs to 6.0 thousand cubic feet of natural gas. MMBoe is calculated by multiplying the MBoed amount by the number of days in the period and then dividing that amount by one thousand.

~~-27-~~-24-

Wellhead crude oil and condensate revenues for the ~~second~~first quarter of ~~2020 decreased $1,914~~2021 increased $186 million, or ~~76%~~9%, to ~~$615~~$2,251 million from ~~$2,529~~$2,065 million for the same period of ~~2019.~~2020. The ~~decrease~~increase was due to a ~~lower~~higher composite average price ($~~1,223~~431 million) ~~and~~, partially offset by a decrease of ~~125~~52 MBbld, or ~~27%~~11%, in wellhead crude oil and condensate production ($~~691~~245 million). Decreased production was primarily in the Eagle ~~Ford, the Rocky Mountain area and the Permian Basin.~~Ford. EOG's composite wellhead crude oil and condensate price for the ~~second~~first quarter of ~~2020 decreased 67%~~2021 increased 24% to ~~$20.40~~$58.02 per barrel compared to ~~$60.99~~$46.96 per barrel for the same period of ~~2019.~~2020.

NGL revenues for the ~~second~~first quarter of ~~2020 decreased $92~~2021 increased $153 million, or ~~50%~~95%, to ~~$94~~$314 million from ~~$186~~$161 million for the same period of ~~2019~~2020 due to a ~~lower~~higher composite average price ($50191 million) ~~and~~, partially offset by a decrease of 3037 MBbld, or 23%, in NGL deliveries ($4238 million). Decreased production was primarily in the ~~Eagle Ford, the~~ Permian Basin and the ~~Rocky Mountain area.~~Eagle Ford. EOG's composite NGL price for the ~~second~~first quarter of ~~2020 decreased 35%~~2021 increased 156% to ~~$10.20~~$28.03 per barrel compared to ~~$15.63~~$10.94 per barrel for the same period of ~~2019.~~2020.

Wellhead natural gas revenues for the ~~second~~first quarter of ~~2020 decreased $128~~2021 increased $415 million, or ~~47%~~198%, to ~~$142~~$625 million from ~~$270~~$210 million for the same period of ~~2019.~~2020. The ~~decrease~~increase was due to a ~~lower~~higher average composite price ($86422 million) ~~and~~, partially offset by a decrease in natural gas deliveries ($427 million). Natural gas deliveries for the ~~second~~first quarter of ~~2020~~2021 decreased ~~209~~36 MMcfd, or ~~15%~~3%, compared to the same period of ~~2019~~2020 due primarily to the disposition of the Marcellus Shale assets in the third quarter of 2020 and lower natural gas volumes in ~~Trinidad, the Rocky Mountain area~~South Texas and the ~~Marcellus Shale.~~Barnett Shale, partially offset by increased production of associated natural gas from the Permian Basin. EOG's composite wellhead natural gas price for the ~~second~~first quarter of ~~2020 decreased 38%~~2021 increased 210% to ~~$1.36~~$5.17 per Mcf compared to ~~$2.19~~$1.67 per Mcf for the same period of ~~2019.~~2020.

During the ~~second~~first quarter of ~~2020,~~2021, EOG recognized net losses on the mark-to-market of financial commodity derivative contracts of ~~$126~~$367 million compared to net gains of ~~$177~~$1,206 million for the same period of ~~2019.~~2020. During the ~~second~~first quarter of ~~2020,~~2021, net cash ~~received from~~paid for settlements of financial commodity derivative contracts was ~~$639~~$30 million compared to net cash received of ~~$10~~$84 million for the same period of ~~2019.~~2020.

Gathering, processing and marketing revenues are revenues generated from sales of third-party crude oil, NGLs and natural gas, as well as fees associated with gathering third-party natural gas and revenues from sales of EOG-owned sand. Purchases and sales of third-party crude oil and natural gas may be utilized in order to balance firm transportation capacity with production in certain areas and to utilize excess capacity at EOG-owned facilities. EOG sells sand in order to balance the timing of firm purchase agreements with completion operations and to utilize excess capacity at EOG-owned facilities. Marketing costs represent the costs to purchase third-party crude oil, natural gas and sand and the associated transportation costs, as well as costs associated with EOG-owned sand sold to third parties.

Gathering, processing and marketing revenues less marketing costs for the ~~second~~first quarter of ~~2020 decreased $82~~2021 increased $81 million as compared to the same period of ~~2019~~2020 primarily due to ~~lower~~higher margins on crude oil marketing ~~activities. The margin~~activities, partially offset by lower margins on ~~crude oil~~natural gas marketing activities for the second quarter of 2020 was negatively impacted by the decision early in the second quarter of 2020 to reduce commodity price volatility by selling May and June 2020 deliveries under fixed price arrangements.

activities.

~~-28-~~-25-

Operating and Other Expenses. For the ~~second~~first quarter of ~~2020,~~2021, operating expenses of ~~$2,190~~$2,762 million were ~~$1,377~~$1,898 million lower than the ~~$3,567~~$4,660 million incurred during the ~~second~~first quarter of ~~2019.~~2020. The following table presents the costs per barrel of oil equivalent (Boe) for the three-month periods ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~2020:


		Three Months Ended June 30,							Three Months Ended March 31,
		2020		2019			2021		2020
Lease and Well	Lease and Well	$	4.32	$	4.70	Lease and Well	$	3.85	$	4.14
Transportation Costs	Transportation Costs	2.67		2.35		Transportation Costs	2.88		2.62
Gathering and Processing Costs						Gathering and Processing Costs	1.98		1.62
Depreciation, Depletion and Amortization (DD&A) -	Depreciation, Depletion and Amortization (DD&A) -					Depreciation, Depletion and Amortization (DD&A) -
Oil and Gas Properties	Oil and Gas Properties	11.84		12.55		Oil and Gas Properties	12.31		12.18
Other Property, Plant and Equipment	Other Property, Plant and Equipment	0.62		0.39		Other Property, Plant and Equipment	0.53		0.39
General and Administrative (G&A)	General and Administrative (G&A)	2.32		1.65		General and Administrative (G&A)	1.57		1.44
Interest Expense, Net	Interest Expense, Net	0.96		0.67		Interest Expense, Net	0.67		0.56
Total ⁽¹⁾	Total ⁽¹⁾	$	22.73	$	22.31	Total (1)	$	23.79	$	22.95

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

The primary factors impacting the cost components of per-unit rates of lease and well, transportation, DD&A and G&A ~~and net interest expense~~ for the three months ended ~~June 30, 2020,~~March 31, 2021, compared to the same period of ~~2019,~~2020, are set forth below. See "Operating ~~Revenues"~~Revenues and Other" above for a discussion of wellhead volumes.

Lease and well expenses include expenses for EOG-operated properties, as well as expenses billed to EOG from other operators where EOG is not the operator of a property. Lease and well expenses can be divided into the following categories: costs to operate and maintain crude oil and natural gas wells, the cost of workovers and lease and well administrative expenses. Operating and maintenance costs include, among other things, pumping services, salt water disposal, equipment repair and maintenance, compression expense, lease upkeep and fuel and power. Workovers are operations to restore or maintain production from existing wells.

Each of these categories of costs individually fluctuates from time to time as EOG attempts to maintain and increase production while maintaining efficient, safe and environmentally responsible operations. EOG continues to increase its operating activities by drilling new wells in existing and new areas. Operating and maintenance costs within these existing and new areas, as well as the costs of services charged to EOG by vendors, fluctuate over time.

Lease and well expenses of ~~$245~~$270 million for the ~~second~~first quarter of ~~2020~~2021 decreased ~~$102~~$60 million from ~~$347~~$330 million for the same prior year period primarily due to decreased operating and maintenance costs ($5030 million) and decreased workover expenditures ($4421 million), both in the United States. Lease and well expenses decreased in the United States ~~and~~primarily due to decreased operating activities resulting from decreased production, efficiency improvements and ~~maintenance costs in Canada ($8 million).~~service cost reductions.

Transportation costs represent costs associated with the delivery of hydrocarbon products from the lease or an aggregation point on EOG's gathering system to a downstream point of sale. Transportation costs include transportation fees, the cost of compression (the cost of compressing natural gas to meet pipeline pressure requirements), the cost of dehydration (the cost associated with removing water from natural gas to meet pipeline requirements), gathering fees and fuel costs.

Transportation costs of ~~$152~~$202 million for the ~~second~~first quarter of ~~2020~~2021 decreased ~~$22~~$6 million from ~~$174~~$208 million for the same prior year period primarily due to decreased transportation costs in the ~~Rocky Mountain area ($14 million),~~ Eagle Ford ($~~10 million) and Barnett Shale ($7~~13 million), partially offset by increased transportation costs in the Permian Basin ($~~8 million) and South Texas ($3~~10 million).

~~-29-~~-26-

DD&A of the cost of proved oil and gas properties is calculated using the unit-of-production method. EOG's DD&A rate and expense are the composite of numerous individual DD&A group calculations. There are several factors that can impact EOG's composite DD&A rate and expense, such as field production profiles, drilling or acquisition of new wells, disposition of existing wells and reserve revisions (upward or downward) primarily related to well performance, economic factors and impairments. Changes to these factors may cause EOG's composite DD&A rate and expense to fluctuate from period to period. DD&A of the cost of other property, plant and equipment is generally calculated using the straight-line depreciation method over the useful lives of the assets.

DD&A expenses for the ~~second~~first quarter of ~~2020~~2021 decreased ~~$250~~$100 million to ~~$707~~$900 million from ~~$957~~$1,000 million for the same prior year period. DD&A expenses associated with oil and gas properties for the ~~second~~first quarter of ~~2020~~2021 were ~~$256~~$106 million lower than the same prior year period. The decrease primarily reflects decreased production in the United States ($~~202~~119 million) ~~and in Trinidad ($8 million) and lower~~, partially offset by higher unit rates in the United States ($479 million). Unit rates in the United States ~~decreased~~increased primarily due to ~~upward~~downward reserve revisions related to lower average crude oil, NGL and ~~reserves added at lower costs~~natural gas prices used in the reserve estimation process as ~~a result of increased efficiencies. DD&A expenses associated with other property, plant and equipment for the second quarter of 2020 were $6 million higher than the same~~compared to prior year ~~period primarily due to an increase in expense related to gathering and storage assets and equipment.~~prices.

G&A expenses of ~~$132~~$110 million for the ~~second~~first quarter of ~~2020 increased $10~~2021 decreased $4 million from $122 million for the same prior year period primarily due to idle equipment and termination fees ($26 million) and increased information system costs ($2 million), partially offset by a decrease in professional and other services ($11 million) and employee-related costs ($5 million).

~~Exploration costs of $27 million for the second quarter of 2020 decreased $5 million from $33~~$114 million for the same prior year period primarily due to decreased ~~geological~~employee-related costs ($2 million) and ~~geophysical costs in the United States.~~

~~Interest expense, net of $54 million for the second quarter of 2020 increased $4 million compared to the same prior year period primarily due to the issuance of the Notes in April 2020~~decreased professional and legal services ($~~15 million), partially offset by repayment in June 2019 of the $900 million aggregate principal amount of 5.625% Senior Notes due 2019 ($9~~2 million).

Gathering and processing costs represent operating and maintenance expenses and administrative expenses associated with operating EOG's gathering and processing assets as well as natural gas processing fees and certain NGL fractionation fees paid to third parties. EOG pays third parties to process the majority of its natural gas production to extract NGLs.

Gathering and processing costs ~~decreased $16~~increased $11 million to ~~$97~~$139 million for the ~~second~~first quarter of ~~2020~~2021 compared to ~~$113~~$128 million for the same prior year period primarily due to ~~decreased~~increased operating ~~costs~~and maintenance expenses in the Rocky Mountain area ($85 million) and ~~decreased~~increased gathering and processing ~~fees~~G&A costs in the United States ($64 million).

Exploration costs of $33 million for the first quarter of 2021 decreased $7 million from $40 million for the same prior year period due primarily to decreased geological and geophysical expenditures ($4 million) and G&A expenses ($3 million), ~~both~~all in the ~~Eagle Ford.~~United States.

Impairments include: amortization of unproved oil and gas property costs as well as impairments of proved oil and gas properties; other property, plant and equipment; and other assets. Unproved properties with acquisition costs that are not individually significant are aggregated, and the portion of such costs estimated to be nonproductive is amortized over the remaining lease term. Unproved properties with individually significant acquisition costs are reviewed individually for impairment. When circumstances indicate that a proved property may be impaired, EOG compares expected undiscounted future cash flows at a DD&A group level to the unamortized capitalized cost of the asset. If the expected undiscounted future cash flows, based on EOG's estimates of (and assumptions regarding) 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 by using the Income Approach described in the Fair Value Measurement Topic of the Financial Accounting Standards Board's Accounting Standards Codification. In certain instances, EOG utilizes accepted offers from third-party purchasers as the basis for determining fair value.

-27-

The following table represents impairments for the first quarter of 2021 and 2020 (in millions):


	Three Months Ended March 31,
	2021		2020
Proved properties	$	—	$	1,385
Unproved properties	43		57
Other assets	—		71
Firm commitment contracts	1		60
Total	$	44	$	1,573

Impairments of ~~$305 million for~~proved properties and other assets in the ~~second~~first quarter of 2020 were ~~$193 million higher than impairments for the same prior year period~~ primarily due to the ~~impairments of sand~~decline in commodity prices and ~~crude-by-rail assets~~were primarily related to legacy and non-core natural gas, crude oil and combo plays in the United ~~States ($219 million),~~States. Impairments of ~~proved properties as~~firm commitment contracts in the first quarter of 2020 were a result of the decision to exit the Horn River Basin in Canada ($19 million) and increased amortization of unproved property costs in the United States ($14 million), partially offset by lower impairments of other assets in the United States ($60 million). EOG recorded impairments of proved properties, other property, plant and equipment and other assets of $245 million and $65 million for the second quarters of 2020 and 2019, respectively.Canada.

~~-30-~~

Taxes other than income include severance/production taxes, ad valorem/property taxes, payroll taxes, franchise taxes and other miscellaneous taxes. Severance/production taxes are generally determined based on wellhead revenues, and ad valorem/property taxes are generally determined based on the valuation of the underlying assets.

Taxes other than income for the ~~second~~first quarter of ~~2020 decreased $124~~2021 increased $58 million to ~~$80~~$215 million ~~(9.4%~~(6.7% of wellhead revenues) from ~~$204~~$157 million ~~(6.8%~~(6.5% of wellhead revenues) for the same prior year period. The ~~decrease~~increase in taxes other than income was primarily due to ~~decreased~~increased severance/production taxes ($119 million) and decreased ad valorem/property taxes ($8 million), partially offset by a decrease in credits available to EOG in the second quarter of 2020 for state incentive severance tax rate reductions ($4 million), all in the United ~~States.~~States ($49 million) and the absence of state severance tax refunds recorded in the first quarter of 2021 ($12 million).

Other income (expense), net for the ~~second~~first quarter of ~~2020~~2021 decreased ~~$13~~$22 million compared to the same prior year period primarily due to an increase in deferred compensation expense ($~~7 million) and decrease in interest income ($5 million).~~

In response to the economic impacts of the COVID-19 pandemic, the President of the United States signed the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) into law on March 27, 2020. The CARES Act provides economic support to individuals and businesses through enhanced loan programs, expanded unemployment benefits, and certain payroll and income tax relief, among other provisions. The primary tax benefit of the CARES Act for EOG was the acceleration of approximately $150 million of additional refundable alternative minimum tax (AMT) credits into tax year 2019. These credits originated from AMT paid by EOG in years prior to 2018 and were reflected as a deferred tax asset and a non-current receivable as of December 31, 2019 since they had been expected to either offset future current tax liabilities or be refunded on a declining balance schedule through 2021. As a result of the CARES Act, EOG has reclassified these credits from a non-current receivable in Other Assets to a current receivable in Income Taxes Receivable on the Condensed Consolidated Balance Sheet at June 30, 2020. The $150 million of additional refundable AMT credits were received in July 2020.

EOG recognized an income tax benefit of $236 million for the second quarter of 2020 compared to an income tax provision of $242 million for the second quarter of 2019, primarily due to decreased pretax income. The net effective tax rate for the second quarter of 2020 decreased to 21% from 22% in 2019.

~~Six Months Ended June 30, 2020 vs. Six Months Ended June 30, 2019~~

~~Operating Revenues.~~ During the first six months of 2020, operating revenues decreased $2,935 million, or 34%, to $5,821 million from $8,756 million for the same period of 2019. Total wellhead revenues for the first six months of 2020 decreased $2,453 million, or 43%, to $3,286 million from $5,739 million for the same period of 2019. During the first six months of 2020, EOG recognized net gains on the mark-to-market of financial commodity derivative contracts of $1,079 million compared to net gains of $157 million for the same period of 2019. Gathering, processing and marketing revenues for the first six months of 2020 decreased $1,386 million, or 50%, to $1,401 million from $2,787 million for the same period of 2019. Net gains on asset dispositions were $30 million for the first six months of 2020 compared to net gains of $4 million for the same period of 2019.

~~-31-~~

~~Wellhead volume and price statistics for the six-month periods ended June 30, 2020 and 2019 were as follows:~~

Six Months Ended
June 30,
2020 2019
Crude Oil and Condensate Volumes (MBbld)
United States 406.8 445.1
Trinidad 0.3 0.7
Other International 0.1 —
Total 407.2 445.8
Average Crude Oil and Condensate Prices ($/Bbl) ⁽¹⁾

United States $ 36.17 $ 58.63
Trinidad 27.75 46.62
Other International 53.41 57.78
Composite 36.16 58.61
Natural Gas Liquids Volumes (MBbld)
United States 131.2 125.4
Other International — —
Total 131.2 125.4
Average Natural Gas Liquids Prices ($/Bbl) ⁽¹⁾

United States $ 10.65 $ 17.84
Other International — —
Composite 10.65 17.84
Natural Gas Volumes (MMcfd)
United States 1,039 1,025
Trinidad 188 270
Other International 35 37
Total 1,262 1,332
Average Natural Gas Prices ($/Mcf) ⁽¹⁾

United States $ 1.32 $ 2.37
Trinidad 2.15 2.80
Other International 4.34 4.31
Composite 1.53 2.51
Crude Oil Equivalent Volumes (MBoed)
United States 711.1 741.3
Trinidad 31.6 45.6
Other International 6.1 6.4
Total 748.8 793.3
Total MMBoe 136.3 143.6

~~(1) Excludes the impact of financial commodity derivative instruments (see Note 12 to the Condensed Consolidated Financial Statements).~~

~~-32-~~

Wellhead crude oil and condensate revenues for the first six months of 2020 decreased $2,049 million, or 43%, to $2,680 million from $4,729 million for the same period of 2019 due to a lower composite average price ($1,663 million) and a decrease of 39 MBbld, or 9%, in wellhead crude oil and condensate production ($386 million). Decreased production was primarily due to decreases in the Eagle Ford and the Rocky Mountain area, partially offset by increased production in the Permian Basin. EOG's composite wellhead crude oil and condensate price for the first six months of 2020 decreased 38% to $36.16 per barrel compared to $58.61 per barrel for the same period of 2019.

NGL revenues for the first six months of 2020 decreased $151 million, or 37%, to $254 million from $405 million for the same period of 2019 due to a lower composite average price ($172 million), partially offset by an increase of 6 MBbld, or 5%, in NGL deliveries ($21 million). Increased production was primarily in the Permian Basin. EOG's composite NGL price for the first six months of 2020 decreased 40% to $10.65 per barrel compared to $17.84 per barrel for the same period of 2019.

Wellhead natural gas revenues for the first six months of 2020 decreased $254 million, or 42%, to $351 million from $605 million for the same period of 2019. The decrease was due to a lower composite wellhead natural gas price ($225 million) and a decrease in natural gas deliveries ($29 million). Natural gas deliveries for the first six months of 2020 decreased 70 MMcfd, or 5%, compared to the same period of 2019 due primarily to lower natural gas volumes in Trinidad, the Rocky Mountain area and the Marcellus Shale, partially offset by higher deliveries in South Texas and increased production of associated natural gas from the Permian Basin. EOG's composite wellhead natural gas price for the first six months of 2020 decreased 39% to $1.53 per Mcf compared to $2.51 per Mcf for the same period of 2019.

During the first six months of 2020, EOG recognized net gains on the mark-to-market of financial commodity derivative contracts of $1,079 million compared to net gains of $157 million for the same period of 2019. During the first six months of 2020, net cash received from settlements of financial commodity derivative contracts was $724 million compared to net cash received for settlements of financial commodity derivative contracts of $31 million for the same period of 2019.

Gathering, processing and marketing revenues less marketing costs for the first six months of 2020 decreased $168 million as compared to the same period of 2019 primarily due to lower margins on crude oil marketing activities, partially offset by higher margins on natural gas marketing activities. The margin on crude oil marketing activities for the first six months of 2020 was negatively impacted by the decline in price on crude oil in inventory awaiting delivery to customers and the decision early in the second quarter of 2020 to reduce commodity price volatility by selling May and June 2020 deliveries under fixed price arrangements.

~~Operating and Other Expenses.~~ For the first six months of 2020, operating expenses of $6,850 million were $101 million higher than the $6,749 million incurred during the same period of 2019. The following table presents the costs per Boe for the six-month periods ended June 30, 2020 and 2019:

Six Months Ended
June 30,
2020 2019
Lease and Well $ 4.22 $ 4.76
Transportation Costs 2.64 2.44
DD&A -
Oil and Gas Properties 12.03 12.40
Other Property, Plant and Equipment 0.49 0.39
G&A 1.81 1.59
Interest Expense, Net 0.73 0.73
Total ⁽¹⁾
$ 21.92 $ 22.31

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

The primary factors impacting the cost components of per-unit rates of lease and well, transportation, DD&A, G&A and net interest expense for the six months ended June 30, 2020, compared to the same period of 2019 are set forth below. See "Operating Revenues" above for a discussion of wellhead volumes.

~~-33-~~

~~Lease and well expenses of $575 million for the first six months of 2020 decreased $109 million from $684 million for the same prior year period primarily due to decreased workover expenditures ($54~~17 million) and decreased ~~operating and maintenance costs~~interest income ($506 million), both in the United States, and decreased operating and maintenance costs in Canada ($14 million), partially offset by increased lease and well administrative expenses in the United States ($13 million).

Transportation costs of $360 million for the first six months of 2020 increased $9 million from $351 million for the same prior year period primarily due to increased transportation costs in the Permian Basin ($43 million) and South Texas ($8 million), partially offset by decreased transportation costs in the Barnett Shale ($17 million), Rocky Mountain area ($10 million), Eagle Ford ($10 million) and Marcellus Shale ($2 million).

DD&A expenses for the first six months of 2020 decreased $130 million to $1,707 million from $1,837 million for the same prior year period. DD&A expenses associated with oil and gas properties for the first six months of 2020 were $141 million lower than the same prior year period. The decrease primarily reflects lower unit rates in the United States ($71 million) and decreased production in the United States ($61 million) and in Trinidad ($12 million). Unit rates in the United States decreased primarily due to upward reserve revisions and reserves added at lower costs as a result of increased efficiencies. DD&A expenses associated with other property, plant and equipment for the first six months of 2020 were $11 million higher than the same prior year period primarily due to an increase in expense related to gathering and storage assets and equipment.

G&A expenses of $246 million for the first six months of 2020 increased $18 million from $228 million for the same prior year period primarily due to idle equipment and termination fees ($26 million) and increased information system costs ($5 million), partially offset by a decrease in professional and other services ($8 million) and employee-related costs ($7 million).

Interest expense, net of $99 million for the first six months of 2020 decreased $6 million compared to the same prior year period primarily due to repayment in June 2019 of the $900 million aggregate principal amount of 5.625% Senior Notes due 2019 ($21 million), partially offset by the issuance of the Notes in April 2020 ($15 million).

Impairments of $1,878 million for the first six months of 2020 were $1,694 million higher than impairments for the same prior year period primarily due to increased impairments of proved properties and other assets, primarily related to legacy and non-core natural gas, crude oil and combo plays in the United States ($1,374 million), sand and crude-by-rail assets in the United States ($219 million), as a result of the decision to exit the Horn River Basin in Canada ($79 million) and increased amortization of unproved property costs in the United States ($23 million). EOG recorded impairments of proved properties, other property, plant and equipment and other assets of $1,761 million and $91 million for the first six months of 2020 and 2019, respectively.

Taxes other than income for the first six months of 2020 decreased $159 million to $238 million (7.2% of wellhead revenues) from $397 million (6.9% of wellhead revenues) for the same prior year period. The decrease in taxes other than income was primarily due to decreased severance/production taxes ($128 million), decreased ad valorem/property taxes ($27 million) and an increase in credits available to EOG in the first six months of 2020 for state incentive severance tax rate reductions ($5 million), all in the United States.

EOG recognized an income tax ~~benefit~~provision of ~~$215~~$204 million for the first ~~six months~~quarter of ~~2020~~2021 compared to an income tax provision of ~~$433~~$21 million for the first ~~six months~~quarter of ~~2019,~~2020, primarily due to ~~decreased~~increased pretax income. The net effective tax rate for the first ~~six months~~quarter of 2021 decreased to 23% from 68% for the first quarter of 2020 ~~decreased~~due mostly to ~~19% from 23% in~~ the ~~first six months~~higher level of ~~2019. The lower~~pretax income which caused the effective rate to be less sensitive to reconciling items and the absence of certain foreign losses for which tax ~~rate is mostly due to EOG's foreign operations, primarily related to increased losses in Canada, which have~~benefits are not ~~been tax effected~~recorded due to valuation allowances.

~~-34-~~

Capital Resources and Liquidity

Cash Flow. The primary sources of cash for EOG during the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, were funds generated from ~~operations, net proceeds from the issuance of long-term debt and net cash received from settlements of commodity derivative contracts.~~operations. The primary uses of cash were funds used in operations; exploration and development expenditures; ~~funds used in operations;~~ long-term debt repayments; dividend payments to stockholders; ~~and~~ other property, plant and equipment ~~expenditures.~~expenditures; and net cash paid for settlements of commodity derivative contracts. During the first ~~six~~three months of ~~2020,~~2021, EOG's cash balance increased ~~$389~~$59 million to ~~$2,417~~$3,388 million from ~~$2,028~~$3,329 million at December 31, ~~2019.~~2020.

Net cash provided by operating activities of ~~$2,673~~$1,870 million for the first ~~six~~three months of ~~2020~~2021 decreased ~~$1,621~~$715 million compared to the same period of ~~2019~~2020 primarily due to ~~a decrease~~an unfavorable change in working capital ($1,478 million) and an increase in net cash paid for settlements of commodity derivative contracts ($114 million), partially offset by an increase in wellhead revenues ($~~2,453 million), a decrease in net cash received relating to income taxes ($255~~754 million) and ~~a decrease~~an increase in gathering, processing and marketing revenues less marketing costs ($168 million), partially offset by an increase in net cash received for settlements of commodity derivative contracts ($692 million), a decrease in cash operating expenses ($239 million) and a favorable change in working capital ($9581 million).

Net cash used in investing activities of ~~$2,376~~$821 million for the first ~~six~~three months of ~~2020~~2021 decreased ~~by $1,147~~$710 million compared to the same period of ~~2019~~2020 due to a decrease in additions to oil and gas properties ($~~1,456~~691 million) and ~~an increase~~a decrease in ~~proceeds from the sale of assets~~additions to other property, plant and equipment ($2681 million), partially offset by an unfavorable change in components of working capital associated with investing activities ($~~304~~41 million) and ~~an increase~~a decrease in ~~additions to other property, plant and equipment ($30 million).~~

~~Net cash provided by financing activities of $92 million for the first six months of 2020 included net~~ proceeds from the ~~issuance~~sale of ~~long-term debt~~assets ($1,484 million). Net cash used in financing activities for the first six months of 2020 included repayments of long-term debt ($1,000 million) and cash dividend payments ($384 million). Net cash used in financing activities of $1,166 million for the first six months of 2019 included repayments of long-term debt ($900 million) and cash dividend payments ($25521 million).

~~-35-~~-28-

Net cash used in financing activities of $988 million for the first three months of 2021 included repayments of long-term debt ($750 million), cash dividend payments ($219 million), purchases of treasury stock in connection with stock compensation plans ($10 million) and repayment of finance lease liabilities ($9 million). Net cash used in financing activities of $175 million for the first three months of 2020 included cash dividend payments ($167 million), purchases of treasury stock in connection with stock compensation plans ($5 million) and repayment of finance lease liabilities ($3 million).

Total Expenditures. For the year ~~2020,~~2021, EOG's updated budget for exploration and development and other property, plant and equipment expenditures is estimated to range from approximately ~~$3.4~~$3.7 billion to ~~$3.6~~$4.1 billion, excluding acquisitions and non-cash transactions. The table below sets out components of total expenditures for the ~~six-month~~three-month periods ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ (in millions):


		Six Months Ended June 30,							Three Months Ended March 31,
		2020		2019			2021		2020
Expenditure Category	Expenditure Category					Expenditure Category
Capital	Capital					Capital
Exploration and Development Drilling	Exploration and Development Drilling	$	1,694	$	2,692	Exploration and Development Drilling	$	733	$	1,313
Facilities	Facilities	210		338		Facilities	82		179
Leasehold Acquisitions ⁽¹⁾	Leasehold Acquisitions ⁽¹⁾	75		145		Leasehold Acquisitions (1)	58		45
Property Acquisitions ⁽²⁾	Property Acquisitions ⁽²⁾	51		322		Property Acquisitions (2)	9		48
Capitalized Interest	Capitalized Interest	17		18		Capitalized Interest	8		9
Subtotal	Subtotal	2,047		3,515		Subtotal	890		1,594
Exploration Costs	Exploration Costs	67		69		Exploration Costs	33		40
Dry Hole Costs	Dry Hole Costs	—		4		Dry Hole Costs	11		—
Exploration and Development Expenditures	Exploration and Development Expenditures	2,114		3,588		Exploration and Development Expenditures	934		1,634
Asset Retirement Costs	Asset Retirement Costs	25		60		Asset Retirement Costs	17		20
Total Exploration and Development Expenditures	Total Exploration and Development Expenditures	2,139		3,648		Total Exploration and Development Expenditures	951		1,654
Other Property, Plant and Equipment ⁽³⁾	Other Property, Plant and Equipment ⁽³⁾	221		117		Other Property, Plant and Equipment (3)	116		172
Total Expenditures	Total Expenditures	$	2,360	$	3,765	Total Expenditures	$	1,067	$	1,826

(1) Leasehold acquisitions included ~~$48~~$22 million and ~~$54~~$24 million for the ~~six-month~~three-month periods ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively, related to non-cash property exchanges.

(2) Property acquisitions included $7$3 million and ~~$18~~$5 million for the ~~six-month~~three-month periods ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively, related to non-cash property exchanges.

(3) Other property, plant and equipment included ~~$73~~$74 million and $49 million of non-cash additions for the ~~six-month period~~three-month periods ended ~~June 30,~~March 31, 2021 and 2020, ~~made in connection with a~~respectively, primarily related to finance lease ~~transaction.~~transactions for storage facilities.

Exploration and development expenditures of ~~$2,114~~$934 million for the first ~~six~~three months of ~~2020~~2021 were ~~$1,474~~$700 million lower than the same period of ~~2019~~2020 primarily due to decreased exploration and development drilling expenditures in the United States ($~~1,021~~575 million) and ~~Other International~~Trinidad ($~~9 million), decreased property acquisitions ($271~~11 million), decreased facilities expenditures ($~~128~~97 million) and decreased ~~leasehold~~property acquisitions ($7039 million), partially offset by increased ~~exploration and development drilling expenditures in Trinidad~~leasehold acquisitions ($3112 million). Exploration and development expenditures for the first ~~six~~three months of ~~2020~~2021 of ~~$2,114~~$934 million consisted of ~~$1,840~~$812 million in development drilling and facilities, ~~$206~~$105 million in exploration, ~~$51~~$9 million in property acquisitions and ~~$17~~$8 million in capitalized interest. Exploration and development expenditures for the first ~~six~~three months of ~~2019~~2020 of ~~$3,588~~$1,634 million consisted of ~~$3,010~~$1,465 million in development drilling and facilities, ~~$322~~$112 million in exploration, $48 million in property acquisitions ~~$238 million in exploration~~ and ~~$18~~$9 million in capitalized interest.

The level of exploration and development expenditures, including acquisitions, will vary in future periods depending on energy market conditions and other economic factors. EOG believes it has significant flexibility and availability with respect to financing alternatives and the ability to adjust its exploration and development expenditure budget as circumstances warrant. While EOG has certain continuing commitments associated with expenditure plans related to its operations, such commitments are not expected to be material when considered in relation to the total financial capacity of EOG.

~~-36-~~-29-

Commodity Derivative Transactions. As more fully discussed in Note 12 to the Consolidated Financial Statements included in EOG's Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, filed on February ~~27, 2020,~~25, 2021, 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. Under this accounting method, changes in the fair value of outstanding financial instruments are recognized as gains or losses in the period of change and are recorded as Gains (Losses) on Mark-to-Market Commodity Derivative Contracts on the Condensed Consolidated Statements of Income ~~(Loss)~~ and Comprehensive ~~Income (Loss).~~Income. The related cash flow impact is reflected in Cash Flows from Operating Activities on the Condensed Consolidated Statements of Cash Flows.

The total fair value of EOG's commodity derivative contracts was reflected on the Condensed Consolidated Balance Sheets at ~~June 30, 2020,~~March 31, 2021, as a net ~~asset~~liability of ~~$209~~$195 million.

~~Crude Oil~~Commodity Derivative Contracts. Prices received by EOG for its crude oil production generally vary from NYMEX West Texas Intermediate (WTI) prices due to adjustments for delivery location (basis) and other factors. EOG has entered into crude oil basis swap contracts in order to fix the differential between Intercontinental Exchange (ICE) Brent pricing and pricing in Cushing, Oklahoma (ICE Brent Differential). Presented below is a comprehensive summary of EOG's ~~ICE Brent Differential basis swap~~financial commodity derivative contracts ~~through July 30, 2020. The weighted average price differential expressed~~as of April 29, 2021. Crude oil and NGL volumes are presented in MBbld and prices are presented in $/Bbl. Natural gas volumes are presented in MMBtu per day (MMBtud) and prices are presented in dollars per ~~barrel~~MMBtu ($/~~Bbl) represents the amount of addition to Cushing, Oklahoma, prices for the notional volumes expressed in barrels per day (Bbld) covered by the basis swap contracts.~~

ICE Brent Differential Basis Swap Contracts
Volume (Bbld) Weighted Average Price Differential
($/Bbl)
2020
May 2020 (closed) 10,000 $ 4.92

MMBtu).

EOG has also entered into crude oil basis swap contracts in order to fix the differential between pricing in Houston, Texas, and Cushing, Oklahoma (Houston Differential). Presented below is a comprehensive summary of EOG's Houston Differential basis swap contracts through July 30, 2020. The weighted average price differential expressed in $/Bbl represents the amount of addition to Cushing, Oklahoma, prices for the notional volumes expressed in Bbld covered by the basis swap contracts.

Houston Differential Basis Swap Contracts
Volume (Bbld) Weighted Average Price Differential
($/Bbl)
2020
May 2020 (closed) 10,000 $ 1.55

Crude Oil Financial Price Swap Contracts

Contracts Sold

Period

Settlement Index

Volume
(MBbld)

Weighted Average Price
($/Bbl)

January 2021 (closed)

NYMEX West Texas Intermediate (WTI)

151

50.06

February - March 2021 (closed)

NYMEX WTI

201

51.29

April - June 2021

NYMEX WTI

150

51.68

July - September 2021

NYMEX WTI

150

52.71

~~-37-~~

Crude Oil Basis Swap Contracts

Contracts Sold

Period

Settlement Index

Volume
(MBbld)

Weighted Average Price Differential
($/Bbl)

February 2021 (closed)

NYMEX WTI Roll Differential (1)

0.11

March - May 2021 (closed)

NYMEX WTI Roll Differential (1)

125

0.17

June - December 2021

NYMEX WTI Roll Differential (1)

125

0.17

January - December 2022

NYMEX WTI Roll Differential (1)

125

0.15

_________________

~~EOG has also entered into crude oil swaps in order~~(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 (Roll Differential). Presented below is a comprehensive summary of EOG's Roll Differential swap contracts through July 30, 2020. The weighted average price differential expressed in $/Bbl represents the amount of net addition (reduction) to delivery month prices for the notional volumes expressed in Bbld covered by the swap contracts.

Roll Differential Swap Contracts
Volume (Bbld) Weighted Average Price Differential
($/Bbl)
2020
February 1, 2020 through June 30, 2020 (closed) 10,000 $ 0.70
July 1, 2020 through August 31, 2020 (closed) 88,000 (1.16)
September 2020 88,000 (1.16)
October 1, 2020 through December 31, 2020 66,000 (1.16)

In May 2020, EOG entered into crude oil Roll Differential swap contracts for the period from July 1, 2020 through September 30, 2020, with notional volumes of 22,000 Bbld at a weighted average price differential of $(0.43) per Bbl, and for the period from October 1, 2020 through December 31, 2020, with notional volumes of 44,000 Bbld at a weighted average price differential of $(0.73) per Bbl. These contracts partially offset certain outstanding Roll Differential swap contracts for the same time periods and volumes at a weighted average price differential of $(1.16) per Bbl. EOG expects to pay net cash of $3.2 million for the settlement of these contracts. The offsetting contracts were excluded from the above table.

~~Presented below is a comprehensive summary of EOG's crude oil NYMEX WTI price swap contracts through July 30, 2020, with notional volumes expressed in Bbld and prices expressed in $/Bbl.~~

~~-38-~~-30-

~~Presented below is a comprehensive summary of EOG's crude oil ICE Brent price swap contracts through July 30, 2020, with notional volumes expressed in Bbld and prices expressed in $/Bbl.~~

Crude Oil ICE Brent Price Swap Contracts
Volume (Bbld) Weighted Average Price ($/Bbl)
2020
April 2020 (closed) 75,000 $ 25.66
May 2020 (closed) 35,000 26.53

NGL Financial Price Swap Contracts

Contracts Sold

Period

Settlement Index

Volume
(MBbld)

Weighted Average Price
($/Bbl)

January - March 2021 (closed)

Mont Belvieu Propane (non-Tet)

29.44

April - December 2021

Mont Belvieu Propane (non-Tet)

29.44

~~NGLs Derivative Contracts.~~ Presented below is a comprehensive summary of EOG's Mont Belvieu propane (non-TET) financial price swap contracts (Mont Belvieu Propane Price Swap Contracts) through July 30, 2020, with notional volumes expressed in Bbld and prices expressed in $/Bbl.


Natural Gas Financial Price Swap Contracts
		Contracts Sold			Contracts Purchased
Period	Settlement Index	Volume (MMBtud in thousands)	Weighted Average Price ($/MMBtu)		Volume (MMBtud in thousands)	Weighted Average Price ($/MMBtu)

January - March 2021 (closed)	NYMEX Henry Hub	500	$	2.99	500	$	2.43
April - May 2021 (closed)	NYMEX Henry Hub	500	2.99		570	2.81
June - September 2021	NYMEX Henry Hub	500	2.99		570	2.81
October - December 2021	NYMEX Henry Hub	500	2.99		500	2.83
January - December 2022 (closed) (1)	NYMEX Henry Hub	20	2.75		—	—
April - May 2021 (closed)	Japan Korea Marker (JKM)	70	6.65		—	—
June - September 2021	JKM	70	6.65		—	—

(1) In April and May 2020, EOG entered into Mont Belvieu propane price swap contracts for the period from May 1, 2020 through December 31, 2020, with notional volumes of 25,000 Bbld at a weighted average price of $16.41 per Bbl. These contracts offset the remaining Mont Belvieu propane price swap contracts for the same time period with notional volumes of 25,000 Bbld at a weighted average price of $17.92 per Bbl. EOG expects to receive net cash of $9.2 million for the settlement of these contracts. The offsetting contracts were excluded from the above table.

~~Natural Gas Derivative Contracts.~~ Presented below is a comprehensive summary of EOG's natural gas price swap contracts through July 30, 2020, with notional volumes expressed in million British thermal units (MMBtu) per day (MMBtud) and prices expressed in dollars per MMBtu ($/MMBtu).

Natural Gas Price Swap Contracts
Volume (MMBtud) Weighted Average Price ($/MMBtu)
2021
January 1, 2021 through December 31, 2021 50,000 $ 2.75

~~-39-~~

EOG has entered into natural gas collar contracts, which establish ceiling and floor prices for the sale of notional volumes of natural gas as specified in the collar contracts. The collars require that EOG pay the difference between the ceiling price and the NYMEX Henry Hub natural gas price for the contract month (Henry Hub Index Price) in the event the Henry Hub Index Price is above the ceiling price. The collars grant EOG the right to receive the difference between the floor price and the Henry Hub Index Price in the event the Henry Hub Index Price is below the floor price. In March 2020,January 2021, EOG executed the early termination provision granting EOG the right to terminate ~~certain 2020~~all of its open 2022 natural gas ~~collar contracts with notional volumes of 250,000 MMBtud at a weighted average ceiling~~ price ~~of $2.50 per MMBtu and a weighted average floor price of $2.00 per MMBtu for the period from April 1, 2020 through July 31, 2020. The net cash~~swap contracts. EOG received for settling these contracts was $7.8 million. Presented below is a comprehensive summary of EOG's natural gas collar contracts through July 30, 2020, with notional volumes expressed in MMBtud and prices expressed in $/MMBtu.

Natural Gas Collar Contracts
Weighted Average Price ($/MMBtu)
Volume (MMBtud) Ceiling Price Floor Price
2020
April 1, 2020 through July 31, 2020 (closed) 250,000 $ 2.50 $ 2.00

In April 2020, EOG entered into natural gas collar contracts for the period from August 1, 2020 through October 31, 2020, with notional volumes of 250,000 MMBtud at a ceiling price of $2.50 per MMBtu and a floor price of $2.00 per MMBtu. These contracts offset the remaining natural gas collar contracts for the same time period with notional volumes of 250,000 MMBtud at a ceiling price of $2.50 per MMBtu and a floor price of $2.00 per MMBtu. EOG expects to receive net cash of ~~$1.1~~$0.6 million for the settlement of these contracts. ~~The offsetting contracts were excluded from the above table.~~

Prices received by EOG for its natural gas production generally vary from NYMEX Henry Hub prices due to adjustments for delivery location (basis) and other factors. EOG has entered into natural gas basis swap contracts in order to fix the differential between pricing in the Rocky Mountain area and NYMEX Henry Hub prices (Rockies Differential). Presented below is a comprehensive summary of EOG's Rockies Differential basis swap contracts through July 30, 2020. The weighted average price differential expressed in $/MMBtu represents the amount of reduction to NYMEX Henry Hub prices for the notional volumes expressed in MMBtud covered by the basis swap contracts.

Rockies Differential Basis Swap Contracts
Volume (MMBtud) Weighted Average Price Differential
($/MMBtu)
2020
January 1, 2020 through July 31, 2020 (closed) 30,000 $ 0.55
August 1, 2020 through December 31, 2020 30,000 0.55

EOG has also entered into natural gas basis swap contracts in order to fix the differential between pricing at the Houston Ship Channel (HSC) and NYMEX Henry Hub prices (HSC Differential). In March 2020, EOG executed the early termination provision granting EOG the right to terminate certain 2020 HSC Differential basis swaps with notional volumes of 60,000 MMBtud at a weighted average price differential of $0.05 per MMBtu for the period from April 1, 2020 through December 31, 2020. The net cash EOG paid for settling these contracts was $0.4 million. Presented below is a comprehensive summary of EOG's HSC Differential basis swap contracts through July 30, 2020. The weighted average price differential expressed in $/MMBtu represents the amount of reduction to NYMEX Henry Hub prices for the notional volumes expressed in MMBtud covered by the basis swap contracts.

HSC Differential Basis Swap Contracts
Volume (MMBtud) Weighted Average Price Differential
($/MMBtu)
2020
January 1, 2020 through December 31, 2020 (closed) 60,000 $ 0.05

~~-40-~~

EOG has also entered into natural gas basis swap contracts in order to fix the differential between pricing at the Waha Hub in West Texas and NYMEX Henry Hub prices (Waha Differential). Presented below is a comprehensive summary of EOG's Waha Differential basis swap contracts through July 30, 2020. The weighted average price differential expressed in $/MMBtu represents the amount of reduction to NYMEX Henry Hub prices for the notional volumes expressed in MMBtud covered by the basis swap contracts.

Waha Differential Basis Swap Contracts
Volume (MMBtud) Weighted Average Price Differential
($/MMBtu)
2020
January 1, 2020 through April 30, 2020 (closed) 50,000 $ 1.40

~~-41-~~

Information Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, including, among others, statements and projections regarding EOG's future financial position, operations, performance, business strategy, goals, returns and rates of return, budgets, reserves, levels of production, capital expenditures, costs and asset sales, statements regarding future commodity prices and statements regarding the plans and objectives of EOG's management for future operations, are ~~forward-looking~~forward‐looking statements. EOG typically uses words such as "expect," "anticipate," "estimate," "project," "strategy," "intend," "plan," "target," "aims," "goal," "may," "will," "focused on," "should" and "believe" or the negative of those terms or other variations or comparable terminology to identify its ~~forward-looking~~forward‐looking statements. In particular, statements, express or implied, concerning EOG's future operating results and returns or EOG's ability to replace or increase reserves, increase production, generate returns and rates of return, replace or increase drilling locations, reduce or otherwise control operating costs and capital expenditures, generate cash flows, pay down or refinance indebtedness, or pay and/or increase dividends are ~~forward-looking~~forward‐looking statements. Forward-looking statements are not guarantees of performance. Although EOG believes the expectations reflected in its forward-looking statements are reasonable and are based on reasonable assumptions, no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (in full or at all) or will prove to have been correct. Moreover, EOG's forward-looking statements may be affected by known, unknown or currently unforeseen risks, events or circumstances that may be outside EOG's control. Important factors that could cause EOG's actual results to differ materially from the expectations reflected in EOG's forward-looking statements include, among others:

•the timing, extent and duration of changes in prices for, supplies of, and demand for, crude oil and condensate, natural gas liquids, natural gas and related commodities;

•the extent to which EOG is successful in its efforts to acquire or discover additional reserves;

-31-

•the extent to which EOG is successful in its efforts to (i) economically develop its acreage in, (ii) produce reserves and achieve anticipated production levels and rates of return from, (iii) decrease or otherwise control its drilling, completion, operating and capital costs related to, and (iv) maximize reserve recovery from, its existing and future crude oil and natural gas exploration and development projects and associated potential and existing drilling locations;

•the extent to which EOG is successful in its efforts to market its production of crude oil and condensate, natural gas liquids, and natural ~~gas and related commodity production;~~gas;

•security threats, including cybersecurity threats and disruptions to our business and operations from breaches of our information technology systems, physical breaches of our facilities and other infrastructure or breaches of the information technology systems, facilities and infrastructure of third parties with which we transact business;

•the availability, proximity and capacity of, and costs associated with, appropriate gathering, processing, compression, storage, transportation, refining, and ~~refining~~export facilities;

•the availability, cost, terms and timing of issuance or execution of, and competition for, mineral licenses and leases and governmental and other permits and rights-of-way, and ~~EOG’s~~EOG's ability to retain mineral licenses and leases;

•the impact of, and changes in, government policies, laws and regulations, including any changes or other actions which may result from the recent U.S. elections and change in U.S. administration and including tax laws and regulations; climate change and other environmental, health and safety laws and regulations relating to air emissions, disposal of produced water, drilling fluids and other wastes, hydraulic fracturing and access to and use of water; laws and regulations affecting the leasing of acreage and permitting for oil and gas drilling and the calculation of royalty payments in respect of oil and gas production; laws and regulations imposing additional permitting and disclosure requirements, additional operating restrictions and conditions or restrictions on drilling and completion operations and on the transportation of crude oil and natural gas; laws and regulations with respect to derivatives and hedging activities; and laws and regulations with respect to the import and export of crude oil, natural gas and related commodities;

•EOG's ability to effectively integrate acquired crude oil and natural gas properties into its operations, fully identify existing and potential problems with respect to such properties and accurately estimate reserves, production and drilling, completing and operating costs with respect to such properties;

•the extent to which EOG's third-party-operated crude oil and natural gas properties are operated successfully and economically;

•competition in the oil and gas exploration and production industry for the acquisition of licenses, leases and properties, employees and other personnel, facilities, equipment, materials and services;

•the availability and cost of employees and other personnel, facilities, equipment, materials (such as water and tubulars) and services;

•the accuracy of reserve estimates, which by their nature involve the exercise of professional judgment and may therefore be imprecise;

~~-42-~~

•weather, including its impact on crude oil and natural gas demand, and weather-related delays in drilling and in the installation and operation (by EOG or third parties) of production, gathering, processing, refining, compression, storage, transportation, and ~~transportation~~export facilities;

•the ability of EOG's customers and other contractual counterparties to satisfy their obligations to EOG and, related thereto, to access the credit and capital markets to obtain financing needed to satisfy their obligations to EOG;

•EOG's ability to access the commercial paper market and other credit and capital markets to obtain financing on terms it deems acceptable, if at all, and to otherwise satisfy its capital expenditure requirements;

•the extent to which EOG is successful in its completion of planned asset dispositions;

•the extent and effect of any hedging activities engaged in by EOG;

•the timing and extent of changes in foreign currency exchange rates, interest rates, inflation rates, global and domestic financial market conditions and global and domestic general economic conditions;

•the duration and economic and financial impact of epidemics, pandemics or other public health issues, including the COVID-19 pandemic;

•geopolitical factors and political conditions and developments around the world (such as the imposition of tariffs or trade or other economic sanctions, political instability and armed conflict), including in the areas in which EOG operates;

•the use of competing energy sources and the development of alternative energy sources;

•the extent to which EOG incurs uninsured losses and liabilities or losses and liabilities in excess of its insurance coverage;

•acts of war and terrorism and responses to these acts; and

-32-

•the other factors described under ITEM 1A, Risk Factors ~~on pages 13 through 23~~ of EOG's Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019, under ITEM 1A, Risk Factors, on page 37 of EOG's Quarterly Report on Form 10-Q for the quarterly period ended March 31,~~ 2020, ~~and under ITEM 1A, Risk Factors, in this Quarterly Report on Form 10-Q,~~ and any updates to those factors set forth in EOG's subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.

In light of these risks, uncertainties and assumptions, the events anticipated by EOG's forward-looking statements may not occur, and, if any of such events do, we may not have anticipated the timing of their occurrence or the duration or extent of their impact on our actual results. Accordingly, you should not place any undue reliance on any of EOG's forward-looking statements. EOG's forward-looking statements speak only as of the date made, and EOG undertakes no obligation, other than as required by applicable law, to update or revise its forward-looking statements, whether as a result of new information, subsequent events, anticipated or unanticipated circumstances or otherwise.

~~-43-~~-33-

PART I. FINANCIAL INFORMATION

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

EOG RESOURCES, INC.

EOG's exposure to commodity price risk, interest rate risk and foreign currency exchange rate risk is discussed in (i) the "Commodity Derivative Transactions," "Financing," "Foreign Currency Exchange Rate Risk" and "Outlook" sections of "Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Resources and Liquidity" on pages 4045 through 4653 of EOG's Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, filed on February ~~27,~~25, 2021 (EOG's 2020 ~~(EOG's 2019~~ Annual Report); and (ii) Note 12, "Risk Management Activities," to EOG's Consolidated Financial Statements on pages ~~F-30~~F-31 through ~~F-33~~F-36 of EOG's ~~2019~~2020 Annual Report. There have been no material changes in this information. For additional information regarding EOG's financial commodity derivative contracts and physical commodity contracts, see (i) Note 12, "Risk Management Activities," to EOG's Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q; (ii) "Management's Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations - Operating Revenues" in this Quarterly Report on Form 10-Q; and (iii) "Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Resources and Liquidity - Commodity Derivative Transactions" in this Quarterly Report on Form 10-Q.

ITEM 4. CONTROLS AND PROCEDURES

EOG RESOURCES, INC.

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 the end of the period covered by this Quarterly Report on Form 10-Q (Evaluation Date). Based on this evaluation, EOG's principal executive officer and principal financial officer have concluded that EOG's disclosure controls and procedures were effective as of the Evaluation Date in ensuring that information that is required to be disclosed in the reports EOG files or furnishes under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission's rules and forms and (ii) accumulated and communicated to EOG's management, as appropriate, to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting. There were no changes in EOG's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) that occurred during the quarterly period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, EOG's internal control over financial reporting.

~~-44-~~-34-

PART II. OTHER INFORMATION

EOG RESOURCES, INC.

ITEM 1. LEGAL PROCEEDINGS

See Part I, Item 1, Note 8 to Condensed Consolidated Financial Statements, which is incorporated herein by reference.

~~ITEM 1A. RISK FACTORS~~

~~There have been~~Item 103 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, requires disclosure regarding certain proceedings arising under federal, state or local environmental laws when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that EOG reasonably believes will exceed a specified threshold. Pursuant to recent amendments to this item, EOG will be using a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required. EOG believes proceedings under this threshold are not material to EOG's business and financial condition. Applying this threshold, there are no ~~material changes from the risk factors disclosed in Item 1A. Risk Factors of our Annual Report on Form 10-K~~environmental proceedings to disclose for the ~~year~~quarter ended ~~December~~March 31, ~~2019, other than the following:~~

~~Outbreaks of communicable diseases can adversely affect our business, financial condition and results of operations.~~

Global or national health concerns, including a widespread outbreak of contagious disease, can, among other impacts, negatively impact the global economy, reduce demand and pricing for crude oil, natural gas liquids (NGLs) and natural gas, lead to operational disruptions and limit our ability to execute on our business plan, any of which could materially and adversely affect our business, financial condition and results of operations. Furthermore, uncertainty regarding the impact of any outbreak of contagious disease could lead to increased volatility in crude oil, NGLs and natural gas prices.

For example, the current pandemic involving a highly transmissible and pathogenic coronavirus (COVID-19) and the measures being taken to address and limit the spread of the virus have adversely affected the economies and financial markets of the world, resulting in an economic downturn that has negatively impacted, and may continue to negatively impact, global demand and prices for crude oil and condensate, natural gas liquids (NGLs) and natural gas.The resulting decline in commodity prices has materially and adversely affected our cash flows and results of operations; if such decline were to continue for an extended period of time or worsen, our cash flows and results of operations would be further adversely affected.For further discussion regarding the potential impacts on us of lower commodity prices and extended declines in commodity prices, see ITEM 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on February 27, 2020.

If the COVID-19 outbreak should continue or worsen, we may also experience disruptions to commodities markets, equipment supply chains and the availability of our workforce, which could adversely affect our ability to conduct our business and operations.Further, if the resulting economic downturn and adverse impact on commodity prices should continue or worsen, our customers and other contractual parties may be unable to pay amounts owed to us from time to time and to otherwise satisfy their contractual obligations to us, and may be unable to access the credit and capital markets for such purposes.~~Such inability of our customers and other contractual counterparties may materially and adversely affect our business, financial condition, results of operations and cash flows.~~

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

~~-45-~~

2021.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth, for the periods indicated, EOG's share repurchase activity:

Period
Total
Number of
Shares Purchased ⁽¹⁾
Average
Price Paid Per Share Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or Programs
Maximum Number
of Shares that May Yet
Be Purchased Under The Plans or Programs ⁽²⁾
April 1, 2020 - April 30, 2020 2,164 $ 46.39 — 6,386,200
May 1, 2020 - May 31, 2020 4,165 49.50 — 6,386,200
June 1, 2020 - June 30, 2020 1,871 51.01 — 6,386,200
Total 8,200 49.03 —


Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under The Plans or Programs (2)


January 1, 2021 - January 31, 2021	6,614	$	51.36	—	6,386,200
February 1, 2021 - February 28, 2021	23,168	63.20		—	6,386,200
March 1, 2021 - March 31, 2021	112,488	74.45		—	6,386,200
Total	142,270	71.55		—

(1)The ~~8,200~~142,270 total shares for the quarter ended ~~June 30, 2020,~~March 31, 2021, consist solely of shares that were withheld by or returned to EOG (i) in satisfaction of tax withholding obligations that arose upon the exercise of employee stock options or stock-settled stock appreciation rights or the vesting of restricted stock, restricted stock unit, or performance unit grants or (ii) in payment of the exercise price of employee stock options. These shares do not count against the 10 million aggregate share repurchase authorization by EOG's Board of Directors (Board) discussed below.

(2)In September 2001, the Board authorized the repurchase of up to 10 million shares of EOG's common stock. During the ~~second~~first quarter of ~~2020,~~2021, EOG did not repurchase any shares under the Board-authorized repurchase program. EOG last repurchased shares under this program in March 2003.

ITEM 4. MINE SAFETY DISCLOSURES

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 Quarterly Report on Form 10-Q.

~~-46-~~-35-

ITEM 6. EXHIBITS


Exhibit No.		Description

3.1(a)	-	Restated Certificate of Incorporation, dated September 3, 1987 (incorporated by reference to Exhibit 3.1(a) to EOG's Annual Report on Form 10-K for the year ended December 31, 2008) (SEC File No. 001-09743).

3.1(b)	-	Certificate of Amendment of Restated Certificate of Incorporation, dated May 5, 1993 (incorporated by reference to Exhibit 4.1(b) to EOG's Registration Statement on Form S-8, SEC File No. 33-52201, filed February 8, 1994).

3.1(c)	-	Certificate of Amendment of Restated Certificate of Incorporation, dated June 14, 1994 (incorporated by reference to Exhibit 4.1(c) to EOG's Registration Statement on Form S-8, SEC File No. 33-58103, filed March 15, 1995).

3.1(d)	-	Certificate of Amendment of Restated Certificate of Incorporation, dated June 11, 1996 (incorporated by reference to Exhibit 3(d) to EOG's Registration Statement on Form S-3, SEC File No. 333-09919, filed August 9, 1996).

3.1(e)	-	Certificate of Amendment of Restated Certificate of Incorporation, dated May 7, 1997 (incorporated by reference to Exhibit 3(e) to EOG's Registration Statement on Form S-3, SEC File No. 333-44785, filed January 23, 1998).

3.1(f)	-	Certificate of Ownership and Merger Merging EOG Resources, Inc. into Enron Oil & Gas Company, dated August 26, 1999 (incorporated by reference to Exhibit 3.1(f) to EOG's Annual Report on Form 10-K for the year ended December 31, 1999) (SEC File No. 001-09743).

3.1(g)	-	Certificate of Designations of Series E Junior Participating Preferred Stock, dated February 14, 2000 (incorporated by reference to Exhibit 2 to EOG's Registration Statement on Form 8-A, SEC File No. 001-09743, filed February 18, 2000).

3.1(h)	-	Certificate of Elimination of the Fixed Rate Cumulative Perpetual Senior Preferred Stock, Series A, dated September 13, 2000 (incorporated by reference to Exhibit 3.1(j) to EOG's Registration Statement on Form S-3, SEC File No. 333-46858, filed September 28, 2000).

3.1(i)	-	Certificate of Elimination of the Flexible Money Market Cumulative Preferred Stock, Series C, dated September 13, 2000 (incorporated by reference to Exhibit 3.1(k) to EOG's Registration Statement on Form S-3, SEC File No. 333-46858, filed September 28, 2000).

3.1(j)	-	Certificate of Elimination of the Flexible Money Market Cumulative Preferred Stock, Series D, dated February 24, 2005 (incorporated by reference to Exhibit 3.1(k) to EOG's Annual Report on Form 10-K for the year ended December 31, 2004) (SEC File No. 001-09743).

3.1(k)	-	Amended Certificate of Designations of Series E Junior Participating Preferred Stock, dated March 7, 2005 (incorporated by reference to Exhibit 3.1(m) to EOG's Annual Report on Form 10-K for the year ended December 31, 2007) (SEC File No. 001-09743).

3.1(l)	-	Certificate of Amendment of Restated Certificate of Incorporation, dated May 3, 2005 (incorporated by reference to Exhibit 3.1(l) to EOG's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005) (SEC File No. 001-09743).

3.1(m)	-	Certificate of Elimination of Fixed Rate Cumulative Perpetual Senior Preferred Stock, Series B, dated March 6, 2008 (incorporated by reference to Exhibit 3.1 to EOG's Current Report on Form 8-K, filed March 6, 2008) (SEC File No. 001-09743).

3.1(n)	-	Certificate of Amendment of Restated Certificate of Incorporation, dated April 28, 2017 (incorporated by reference to Exhibit 3.1 to EOG's Current Report on Form 8-K, filed May 2, 2017) (SEC File No. 001-09743).

3.2	-	Bylaws, dated August 23, 1989, as amended and restated effective as of September 22, 2015 (incorporated by reference to Exhibit 3.1 to EOG's Current Report on Form 8-K, filed September 28, 2015) (SEC File No. 001-09743).

~~4.1~~ 10.1	-	~~Officers' Certificate Establishing 4.375% Senior Notes due 2030 and 4.950% Senior Notes due 2050~~EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan, effective as of ~~EOG, dated~~ April ~~14, 2020~~29, 2021 (incorporated by reference to Exhibit ~~4.2~~4.4 to EOG's ~~Current Report~~Registration Statement on Form ~~8-K,~~S-8, SEC File No. 333-255691, filed April ~~14, 2020) (SEC File No. 001-09743)~~30, 2021).

~~-47-~~-36-


Exhibit No.		Description

~~4.2~~10.2	-	Form of ~~Global Note with respect~~Performance Unit Award Agreement for Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (applicable to ~~the 4.375% Senior Notes due 2030 of EOG (included in, and incorporated~~grant made to Ezra Y. Yacob effective January 4, 2021) (incorporated by reference to Exhibit ~~4.2~~10.1(u) to EOG's ~~Current~~Annual Report on Form ~~8-K, filed April 14, 2020) (SEC File No. 001-09743).~~

~~4.3~~	-	~~Form of Global Note with respect to~~10-K for the ~~4.950% Senior Notes due 2050 of EOG (included in, and incorporated by reference to, Exhibit 4.2 to EOG's Current Report on Form 8-K, filed April 14,~~year ended December 31, 2020) (SEC File No. 001-09743).

31.1	-	Section 302 Certification of Periodic Report of Principal Executive Officer.

31.2	-	Section 302 Certification of Periodic Report of Principal Financial Officer.

32.1	-	Section 906 Certification of Periodic Report of Principal Executive Officer.

32.2	-	Section 906 Certification of Periodic Report of Principal Financial Officer.

95	-	Mine Safety Disclosure Exhibit.

101.INS	-	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

*101.SCH	-	Inline XBRL Schema Document.

*101.CAL	-	Inline XBRL Calculation Linkbase Document.

*101.DEF	-	Inline XBRL Definition Linkbase Document.

*101.LAB	-	Inline XBRL Label Linkbase Document.

*101.PRE	-	Inline XBRL Presentation Linkbase Document.

104	-	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income ~~(Loss)~~ and Comprehensive Income ~~(Loss)~~ - Three Months ended March 31, 2021 and ~~Six Months Ended June 30,~~ 2020, ~~and 2019,~~ (ii) the Condensed Consolidated Balance Sheets - ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, (iii) the Condensed Consolidated Statements of Stockholders' Equity - Three Months Ended March 31, 2021 and ~~Six Months Ended June 30,~~ 2020, ~~and 2019,~~ (iv) the Condensed Consolidated Statements of Cash Flows - ~~Six~~Three Months Ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ and (v) the Notes to Condensed Consolidated Financial Statements.

~~-48-~~-37-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			EOG RESOURCES, INC.
			(Registrant)



Date:	~~August~~May 6, ~~2020~~2021	By:	/s/ TIMOTHY K. DRIGGERS Timothy K. Driggers Executive Vice President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

~~-49-~~-38-


ICE Brent Differential Basis Swap Contracts
	Volume (Bbld)	Weighted Average Price Differential ($/Bbl)


2020
May 2020 (closed)	10,000	$	4.92


Roll Differential Swap Contracts
	Volume (Bbld)	Weighted Average Price Differential ($/Bbl)


2020
February 1, 2020 through June 30, 2020 (closed)	10,000	$	0.70
July 2020 (closed)	88,000	(1.16)
August 1, 2020 through September 30, 2020	88,000	(1.16)
October 1, 2020 through December 31, 2020	66,000	(1.16)


Crude Oil NYMEX WTI Price Swap Contracts
	Volume (Bbld)	Weighted Average Price ($/Bbl)


2020
January 1, 2020 through March 31, 2020 (closed)	200,000	$	59.33
April 1, 2020 through May 31, 2020 (closed)	265,000	51.36


Natural Gas Price Swap Contracts
	Volume (MMBtud)	Weighted Average Price ($/MMBtu)


2021
January 1, 2021 through December 31, 2021	50,000	$	2.75


Natural Gas Collar Contracts
		Weighted Average Price ($/MMBtu)
	Volume (MMBtud)	Ceiling Price		Floor Price


2020
April 1, 2020 through July 31, 2020 (closed)	250,000	$	2.50	$	2.00


Rockies Differential Basis Swap Contracts
	Volume (MMBtud)	Weighted Average Price Differential ($/MMBtu)


2020
January 1, 2020 through June 30, 2020 (closed)	30,000	$	0.55
July 1, 2020 through December 31, 2020	30,000	0.55


HSC Differential Basis Swap Contracts
	Volume (MMBtud)	Weighted Average Price Differential ($/MMBtu)


2020
January 1, 2020 through December 31, 2020 (closed)	60,000	$	0.05


Waha Differential Basis Swap Contracts
	Volume (MMBtud)	Weighted Average Price Differential ($/MMBtu)


2020
January 1, 2020 through April 30, 2020 (closed)	50,000	$	1.40


Period	Total Number of Shares Purchased ⁽¹⁾	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under The Plans or Programs ⁽²⁾


April 1, 2020 - April 30, 2020	2,164	$	46.39	—	6,386,200
May 1, 2020 - May 31, 2020	4,165	49.50		—	6,386,200
June 1, 2020 - June 30, 2020	1,871	51.01		—	6,386,200
Total	8,200	49.03		—