8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 2, 2023

_______________

EOG RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-9743	47-0684736
(State or other jurisdiction  of incorporation)	(Commission File  Number)	(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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

EOG RESOURCES, INC.

Item 2.02     Results of Operations and Financial Condition.

On November 2, 2023, EOG Resources, Inc. issued a press release announcing third quarter 2023 financial and operational results and fourth quarter and full year 2023 forecast and benchmark commodity pricing information (see Item 7.01 below).  A copy of this release is attached as Exhibit 99.1 to this filing and is incorporated herein by reference.  This information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or Securities Exchange Act of 1934, as amended.

Item 7.01     Regulation FD Disclosure.

Accompanying the press release announcing third quarter 2023 financial and operational results attached hereto as Exhibit 99.1 is fourth quarter and full year 2023 forecast and benchmark commodity pricing information for EOG Resources, Inc., which information is incorporated herein by reference.  This information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or Securities Exchange Act of 1934, as amended.

Item 9.01     Financial Statements and Exhibits.

    (d)    Exhibits

      99.1    Press Release of EOG Resources, Inc. dated November 2, 2023 (including the accompanying fourth quarter and full year 2023 forecast and benchmark commodity pricing information).

    104    Cover Page Interactive Data File (formatted as Inline XBRL).

2

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 hereunto duly authorized.

		EOG RESOURCES, INC. (Registrant)
Date: November 2, 2023	By:	/s/ TIMOTHY K. DRIGGERS Timothy K. Driggers Executive Vice President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

3

EX-99.1

EXHIBIT 99.1

Table of Contents
Third Quarter 2023
Supplemental Financial and Operating Data	Page
Income Statements	13
Wellhead Volumes and Prices	14
Balance Sheets	15
Cash Flows Statements	16
Non-GAAP Financial Measures	17
Adjusted Net Income (Loss)	18
Net Income Per Share	23
Adjusted Net Income Per Share	25
Cash Flow from Operations and Free Cash Flow	27
Net Debt-to-Total Capitalization Ratio	28

12

Income Statements
In millions of USD, except share data (in millions) and per share data (Unaudited)
	2022					2023
	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	Year	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD
Operating Revenues and Other
Crude Oil and Condensate	3,889	4,699	4,109	3,670	16,367	3,182	3,252	3,717		10,151
Natural Gas Liquids	681	777	693	497	2,648	490	409	501		1,400
Natural Gas	716	1,000	1,235	830	3,781	517	334	417		1,268
Gains (Losses) on Mark-to-Market Financial Commodity Derivative Contracts, Net	(2,820)	(1,377)	(18)	233	(3,982)	376	101	43		520
Gathering, Processing and Marketing	1,469	2,169	1,561	1,497	6,696	1,390	1,465	1,478		4,333
Gains (Losses) on Asset Dispositions, Net	25	97	(21)	(27)	74	69	(9)	35		95
Other, Net	23	42	34	19	118	20	21	21		62
Total	3,983	7,407	7,593	6,719	25,702	6,044	5,573	6,212		17,829
Operating Expenses
Lease and Well	318	324	335	354	1,331	359	348	369		1,076
Transportation Costs	228	244	257	237	966	236	236	240		712
Gathering and Processing Costs	144	152	167	158	621	159	160	166		485
Exploration Costs	45	35	35	44	159	50	47	43		140
Dry Hole Costs	3	20	18	4	45	1	—	—		1
Impairments	55	91	94	142	382	34	35	54		123
Marketing Costs	1,283	2,127	1,621	1,504	6,535	1,361	1,456	1,383		4,200
Depreciation, Depletion and Amortization	847	911	906	878	3,542	798	866	898		2,562
General and Administrative	124	128	162	156	570	145	142	161		448
Taxes Other Than Income	390	472	334	389	1,585	329	313	341		983
Total	3,437	4,504	3,929	3,866	15,736	3,472	3,603	3,655		10,730
Operating Income	546	2,903	3,664	2,853	9,966	2,572	1,970	2,557		7,099
Other Income (Expense), Net	(1)	27	40	48	114	65	51	52		168
Income Before Interest Expense and Income Taxes	545	2,930	3,704	2,901	10,080	2,637	2,021	2,609		7,267
Interest Expense, Net	48	48	41	42	179	42	35	36		113
Income Before Income Taxes	497	2,882	3,663	2,859	9,901	2,595	1,986	2,573		7,154
Income Tax Provision	107	644	809	582	2,142	572	433	543		1,548
Net Income	390	2,238	2,854	2,277	7,759	2,023	1,553	2,030		5,606
Dividends Declared per Common Share	1.7500	2.5500	2.2500	2.3250	8.8750	1.8250	0.8250	0.8250		3.4750
Net Income Per Share
Basic	0.67	3.84	4.90	3.90	13.31	3.46	2.68	3.51		9.65
Diluted	0.67	3.81	4.86	3.87	13.22	3.45	2.66	3.48		9.60
Average Number of Common Shares
Basic	582	583	583	584	583	584	580	579		581
Diluted	586	588	587	588	587	587	584	583		584

13

Wellhead Volumes and Prices
(Unaudited)
	2022										2023
	1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		Year		1st Qtr		2nd Qtr		3rd Qtr		4th Qtr	YTD
Crude Oil and Condensate Volumes (MBbld) (A)
United States	449.4		463.5		464.6		465.1		460.7		457.1		476.0		482.8			472.0
Trinidad	0.7		0.6		0.5		0.5		0.6		0.6		0.6		0.5			0.6
Total	450.1		464.1		465.1		465.6		461.3		457.7		476.6		483.3			472.6
Average Crude Oil and Condensate Prices ($/Bbl) (B)
United States	$	96.02	$	111.26	$	96.05	$	85.68	$	97.22	$	77.27	$	74.98	$	83.61		$	78.69
Trinidad	83.82		98.29		84.98		75.21		86.16		68.98		64.88		71.38			68.37
Composite	96.00		111.25		96.04		85.67		97.21		77.26		74.97		83.60			78.67
Natural Gas Liquids Volumes (MBbld) (A)
United States	190.3		201.9		209.3		189.0		197.7		212.2		215.7		231.1			219.7
Total	190.3		201.9		209.3		189.0		197.7		212.2		215.7		231.1			219.7
Average Natural Gas Liquids Prices ($/Bbl) (B)
United States	$	39.77	$	42.28	$	36.02	$	28.55	$	36.70	$	25.67	$	20.85	$	23.56		$	23.35
Composite	39.77		42.28		36.02		28.55		36.70		25.67		20.85		23.56			23.35
Natural Gas Volumes (MMcfd) (A)
United States	1,249		1,324		1,306		1,378		1,315		1,475		1,513		1,562			1,517
Trinidad	209		204		163		149		180		164		155		142			154
Total	1,458		1,528		1,469		1,527		1,495		1,639		1,668		1,704			1,671
Average Natural Gas Prices ($/Mcf) (B)
United States	$	5.81	$	7.77	$	9.35	$	6.12	$	7.27	$	3.47	$	2.07	$	2.59		$	2.70
Trinidad (D)	3.36		3.42		7.45		3.97		4.43		3.87		3.45		3.41			3.59
Composite	5.46		7.19		9.14		5.91		6.93		3.51		2.20		2.66			2.78
Crude Oil Equivalent Volumes (MBoed) (C)
United States	847.8		886.1		891.6		883.8		877.5		915.0		943.8		974.2			944.6
Trinidad	35.5		34.6		27.6		25.3		30.7		28.0		26.5		24.3			26.2
Total	883.3		920.7		919.2		909.1		908.2		943.0		970.3		998.5			970.8
Total MMBoe (C)	79.5		83.8		84.6		83.6		331.5		84.9		88.3		91.9			265.0

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

(B)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 in EOG's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023).

(C)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.

(D)Includes positive revenue adjustment of $3.37 per Mcf and $0.76 per Mcf ($0.37 per Mcf and $0.09 per Mcf of EOG's composite wellhead natural gas price) for the three months ended September 30, 2022 and the twelve months ended December 31, 2022, respectively, related to a price adjustment per a provision of the natural gas sales contract with the National Gas Company of Trinidad and Tobago Limited and its subsidiary amended in July 2022 for natural gas sales during the period from September 2020 through June 2022.

14

Balance Sheets
In millions of USD (Unaudited)
	2022				2023
	MAR	JUN	SEP	DEC	MAR	JUN	SEP	DEC
Current Assets
Cash and Cash Equivalents	4,009	3,073	5,272	5,972	5,018	4,764	5,326
Accounts Receivable, Net	3,213	3,735	3,343	2,774	2,455	2,263	2,927
Inventories	586	739	872	1,058	1,131	1,355	1,379
Assets from Price Risk Management Activities	—	1	—	—	—	—	—
Income Taxes Receivable	—	—	93	97	—	1	—
Other	671	605	621	574	580	523	626
Total	8,479	8,153	10,201	10,475	9,184	8,906	10,258
Property, Plant and Equipment
Oil and Gas Properties (Successful Efforts Method)	65,408	66,098	67,065	67,322	67,907	69,178	70,730
Other Property, Plant and Equipment	4,801	4,862	4,659	4,786	5,101	5,282	5,355
Total Property, Plant and Equipment	70,209	70,960	71,724	72,108	73,008	74,460	76,085
Less: Accumulated Depreciation, Depletion and Amortization	(41,747)	(42,113)	(42,623)	(42,679)	(42,785)	(43,550)	(44,362)
Total Property, Plant and Equipment, Net	28,462	28,847	29,101	29,429	30,223	30,910	31,723
Deferred Income Taxes	13	12	18	33	31	33	33
Other Assets	1,143	1,127	1,167	1,434	1,587	1,638	1,633
Total Assets	38,097	38,139	40,487	41,371	41,025	41,487	43,647
Current Liabilities
Accounts Payable	2,660	2,896	2,718	2,532	2,438	2,205	2,464
Accrued Taxes Payable	1,130	594	542	405	637	425	605
Dividends Payable	436	437	437	482	482	478	478
Liabilities from Price Risk Management Activities	260	79	243	169	31	22	22
Current Portion of Long-Term Debt	1,283	1,282	1,282	1,283	33	34	34
Current Portion of Operating Lease Liabilities	223	216	235	296	354	335	337
Other	272	264	289	346	253	232	285
Total	6,264	5,768	5,746	5,513	4,228	3,731	4,225
Long-Term Debt	3,816	3,809	3,802	3,795	3,787	3,780	3,772
Other Liabilities	2,191	2,067	2,573	2,574	2,620	2,581	2,698
Deferred Income Taxes	4,286	4,183	4,517	4,710	4,943	5,138	5,194
Commitments and Contingencies
Stockholders' Equity
Common Stock, $0.01 Par	206	206	206	206	206	206	206
Additional Paid in Capital	6,095	6,128	6,155	6,187	6,219	6,257	6,133
Accumulated Other Comprehensive Loss	(13)	(12)	(6)	(8)	(8)	(9)	(7)
Retained Earnings	15,283	16,028	17,563	18,472	19,423	20,497	22,047
Common Stock Held in Treasury	(31)	(38)	(69)	(78)	(393)	(694)	(621)
Total Stockholders' Equity	21,540	22,312	23,849	24,779	25,447	26,257	27,758
Total Liabilities and Stockholders' Equity	38,097	38,139	40,487	41,371	41,025	41,487	43,647

15

Cash Flows Statements
In millions of USD (Unaudited)
	2022					2023
	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	Year	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD
Cash Flows from Operating Activities
Reconciliation of Net Income to Net Cash Provided by Operating Activities:
Net Income	390	2,238	2,854	2,277	7,759	2,023	1,553	2,030		5,606
Items Not Requiring (Providing) Cash
Depreciation, Depletion and Amortization	847	911	906	878	3,542	798	866	898		2,562
Impairments	55	91	94	142	382	34	35	54		123
Stock-Based Compensation Expenses	35	30	34	34	133	34	35	57		126
Deferred Income Taxes	(465)	(102)	327	179	(61)	234	194	56		484
(Gains) Losses on Asset Dispositions, Net	(25)	(97)	21	27	(74)	(69)	9	(35)		(95)
Other, Net	6	(16)	(5)	15	—	4	2	(1)		5
Dry Hole Costs	3	20	18	4	45	1	—	—		1
Mark-to-Market Financial Commodity Derivative Contracts (Gains) Losses, Net	2,820	1,377	18	(233)	3,982	(376)	(101)	(43)		(520)
Net Cash Received from (Payments for) Settlements of Financial Commodity Derivative Contracts	(296)	(2,114)	(847)	(244)	(3,501)	(123)	(30)	23		(130)
Other, Net	2	19	12	12	45	(1)	—	(1)		(2)
Changes in Components of Working Capital and Other Assets and Liabilities
Accounts Receivable	(878)	(522)	392	661	(347)	338	137	(714)		(239)
Inventories	(14)	(157)	(140)	(223)	(534)	(77)	(226)	(28)		(331)
Accounts Payable	130	259	(88)	(211)	90	(77)	(231)	238		(70)
Accrued Taxes Payable	613	(536)	(53)	(137)	(113)	232	(212)	180		200
Other Assets	(213)	71	(129)	(93)	(364)	52	43	(92)		3
Other Liabilities	(2,250)	433	1,269	282	(266)	193	(47)	54		200
Changes in Components of Working Capital Associated with Investing Activities	68	143	90	74	375	35	250	28		313
Net Cash Provided by Operating Activities	828	2,048	4,773	3,444	11,093	3,255	2,277	2,704		8,236
Investing Cash Flows
Additions to Oil and Gas Properties	(939)	(1,349)	(1,102)	(1,229)	(4,619)	(1,305)	(1,341)	(1,379)		(4,025)
Additions to Other Property, Plant and Equipment	(70)	(75)	(103)	(133)	(381)	(319)	(180)	(139)		(638)
Proceeds from Sales of Assets	121	110	79	39	349	92	29	14		135
Other Investing Activities	—	(30)	—	—	(30)	—	—	—		—
Changes in Components of Working Capital Associated with Investing Activities	(68)	(143)	(90)	(74)	(375)	(35)	(250)	(28)		(313)
Net Cash Used in Investing Activities	(956)	(1,487)	(1,216)	(1,397)	(5,056)	(1,567)	(1,742)	(1,532)		(4,841)
Financing Cash Flows
Long-Term Debt Repayments	—	—	—	—	—	(1,250)	—	—		(1,250)
Dividends Paid	(1,023)	(1,486)	(1,312)	(1,327)	(5,148)	(1,067)	(480)	(494)		(2,041)
Treasury Stock Purchased	(43)	(15)	(37)	(23)	(118)	(317)	(302)	(109)		(728)
Proceeds from Stock Options Exercised and Employee Stock Purchase Plan	4	13	—	11	28	—	9	1		10
Debt Issuance Costs	—	—	—	—	—	—	(8)	—		(8)
Repayment of Finance Lease Liabilities	(10)	(9)	(8)	(8)	(35)	(8)	(8)	(8)		(24)
Net Cash Used in Financing Activities	(1,072)	(1,497)	(1,357)	(1,347)	(5,273)	(2,642)	(789)	(610)		(4,041)
Effect of Exchange Rate Changes on Cash	—	—	(1)	—	(1)	—	—	—		—
Increase (Decrease) in Cash and Cash Equivalents	(1,200)	(936)	2,199	700	763	(954)	(254)	562		(646)
Cash and Cash Equivalents at Beginning of Period	5,209	4,009	3,073	5,272	5,209	5,972	5,018	4,764		5,972
Cash and Cash Equivalents at End of Period	4,009	3,073	5,272	5,972	5,972	5,018	4,764	5,326		5,326

16

Non-GAAP Financial Measures

To supplement the presentation of its financial results prepared in accordance with generally accepted accounting principles in the United States of America (GAAP), EOG’s quarterly earnings releases and related conference calls, accompanying investor presentation slides and presentation slides for investor conferences contain certain financial measures that are not prepared or presented in accordance with GAAP. These non-GAAP financial measures may include, but are not limited to, Adjusted Net Income (Loss), Cash Flow from Operations Before Changes in Working Capital, Free Cash Flow, Net Debt and related statistics.

A reconciliation of each of these measures to their most directly comparable GAAP financial measure and related discussion is included in the tables on the following pages and can also be found in the “Reconciliations & Guidance” section of the “Investors” page of the EOG website at www.eogresources.com.

As further discussed in the tables on the following pages, EOG believes these measures may be useful to investors who follow the practice of some industry analysts who make certain adjustments to GAAP measures (for example, to exclude non-recurring items) to facilitate comparisons to others in EOG’s industry, and who utilize non-GAAP measures in their calculations of certain statistics (for example, return on capital employed and return on equity) used to evaluate EOG’s performance.

EOG believes that the non-GAAP measures presented, when viewed in combination with its financial results prepared in accordance with GAAP, provide a more complete understanding of the factors and trends affecting the company’s performance. As is discussed in the tables on the following pages, EOG uses these non-GAAP measures for purposes of (i) comparing EOG’s financial performance with the financial performance of other companies in the industry and (ii) analyzing EOG’s financial performance across periods.

The non-GAAP measures presented should not be considered in isolation, and should not be considered as a substitute for, or as an alternative to, EOG’s reported Net Income (Loss), Long-Term Debt (including Current Portion of Long-Term Debt), Net Cash Provided by Operating Activities and other financial results calculated in accordance with GAAP. The non-GAAP measures presented should be read in conjunction with EOG's consolidated financial statements prepared in accordance with GAAP.

In addition, because not all companies use identical calculations, EOG’s presentation of non-GAAP measures may not be comparable to, and may be calculated differently from, similarly titled measures disclosed by other companies, including its peer companies. EOG may also change the calculation of one or more of its non-GAAP measures from time to time – for example, to account for changes in its business and operations or to more closely conform to peer company or industry analysts’ practices.

Direct ATROR

The calculation of EOG's direct after-tax rate of return (ATROR) is based on EOG’s net estimated recoverable reserves for a particular well(s) or play, the estimated net present value of the future net cash flows from such reserves (for which EOG utilizes certain assumptions regarding future commodity prices and operating costs) and EOG's direct net costs incurred in drilling or acquiring such well(s). As such, EOG's direct ATROR for a particular well(s) or play cannot be calculated from EOG’s consolidated financial statements.

17

Adjusted Net Income (Loss)
In millions of USD, except share data (in millions) and per share data (Unaudited)
The following tables adjust reported Net Income (Loss) (GAAP) to reflect actual net cash received from (payments for) settlements of financial commodity derivative contracts by eliminating the unrealized mark-to-market (gains) losses from these transactions, to eliminate the net (gains) losses on asset dispositions, to add back impairment charges related to certain of EOG's assets (which are generally (i) attributable to declines in commodity prices, (ii) related to sales of certain oil and gas properties or (iii) the result of certain other events or decisions (e.g., a periodic review of EOG's oil and gas properties or other assets)), and to make certain other adjustments to exclude non-recurring and certain other items as further described below. EOG believes this presentation may be useful to investors who follow the practice of some industry analysts who adjust reported company earnings to match hedge realizations to production settlement months and make certain other adjustments to exclude non-recurring and certain other items. EOG management uses this information for purposes of comparing its financial performance with the financial performance of other companies in the industry.
	3Q 2023
	Before Tax	Income Tax Impact	After Tax		Diluted Earnings per Share
Reported Net Income (GAAP)	2,573	(543)	2,030		3.48
Adjustments:
Gains on Mark-to-Market Financial Commodity Derivative Contracts, Net	(43)	9	(34)		(0.06)
Net Cash Received from Settlements of Financial Commodity Derivative Contracts (1)	23	(5)	18		0.03
Less: Gains on Asset Dispositions, Net	(35)	7	(28)		(0.05)
Add: Certain Impairments	23	(2)	21		0.04
Adjustments to Net Income	(32)	9	(23)		(0.04)
Adjusted Net Income (Non-GAAP)	2,541	(534)	2,007		3.44
Average Number of Common Shares (Non-GAAP)
Basic					579
Diluted					583

(1) Consistent with its customary practice, in calculating Adjusted Net Income (Loss) (non-GAAP), EOG adds to reported Net Income (Loss) (GAAP) the total net cash received from settlements of financial commodity derivative contracts during such period. For the three months ended September 30, 2023, such amount was $23 million.

18

Adjusted Net Income (Loss) (Continued)
In millions of USD, except share data (in millions) and per share data (Unaudited)
	2Q 2023
	Before Tax	Income Tax Impact	After Tax		Diluted Earnings per Share
Reported Net Income (GAAP)	1,986	(433)	1,553		2.66
Adjustments:
Gains on Mark-to-Market Financial Commodity Derivative Contracts, Net	(101)	22	(79)		(0.14)
Net Cash Payments for Settlements of Financial Commodity Derivative Contracts (1)	(30)	6	(24)		(0.04)
Add: Losses on Asset Dispositions, Net	9	(2)	7		0.01
Adjustments to Net Income	(122)	26	(96)		(0.17)
Adjusted Net Income (Non-GAAP)	1,864	(407)	1,457		2.49
Average Number of Common Shares (Non-GAAP)
Basic					580
Diluted					584

(1) Consistent with its customary practice, in calculating Adjusted Net Income (Loss) (non-GAAP), EOG subtracts from reported Net Income (Loss) (GAAP) the total net cash paid for settlements of financial commodity derivative contracts during such period. For the three months ended June 30, 2023, such amount was $30 million.

19

Adjusted Net Income (Loss) (Continued)
In millions of USD, except share data (in millions) and per share data (Unaudited)
	1Q 2023
	Before Tax	Income Tax Impact	After Tax		Diluted Earnings per Share
Reported Net Income (GAAP)	2,595	(572)	2,023		3.45
Adjustments:
Gains on Mark-to-Market Financial Commodity Derivative Contracts, Net	(376)	81	(295)		(0.51)
Net Cash Payments for Settlements of Financial Commodity Derivative Contracts (1)	(123)	27	(96)		(0.16)
Less: Gains on Asset Dispositions, Net	(69)	15	(54)		(0.09)
Adjustments to Net Income	(568)	123	(445)		(0.76)
Adjusted Net Income (Non-GAAP)	2,027	(449)	1,578		2.69
Average Number of Common Shares (Non-GAAP)
Basic					584
Diluted					587

(1) Consistent with its customary practice, in calculating Adjusted Net Income (Loss) (non-GAAP), EOG subtracts from reported Net Income (Loss) (GAAP) the total net cash paid for settlements of financial commodity derivative contracts during such period. For the three months ended March 31, 2023, such amount was $123 million.

20

Adjusted Net Income (Loss) (Continued)
In millions of USD, except share data (in millions) and per share data (Unaudited)
	4Q 2022
	Before Tax	Income Tax Impact	After Tax		Diluted Earnings per Share
Reported Net Income (GAAP)	2,859	(582)	2,277		3.87
Adjustments:
Gains on Mark-to-Market Financial Commodity Derivative Contracts, Net	(233)	57	(176)		(0.31)
Net Cash Payments for Settlements of Financial Commodity Derivative Contracts (1)	(244)	48	(196)		(0.33)
Add: Losses on Asset Dispositions, Net	27	(6)	21		0.04
Add: Certain Impairments	31	(16)	15		0.03
Adjustments to Net Income	(419)	83	(336)		(0.57)
Adjusted Net Income (Non-GAAP)	2,440	(499)	1,941		3.30
Average Number of Common Shares (Non-GAAP)
Basic					584
Diluted					588

(1) Consistent with its customary practice, in calculating Adjusted Net Income (Loss) (non-GAAP), EOG subtracts from reported Net Income (Loss) (GAAP) the total net cash paid for settlements of financial commodity derivative contracts during such period. For the three months ended December 31, 2022, such amount was $244 million.

21

Adjusted Net Income (Loss) (Continued)
In millions of USD, except share data (in millions) and per share data (Unaudited)
	3Q 2022
	Before Tax	Income Tax Impact	After Tax		Diluted Earnings per Share
Reported Net Income (GAAP)	3,663	(809)	2,854		4.86
Adjustments:
Losses on Mark-to-Market Financial Commodity Derivative Contracts, Net	18	(4)	14		0.03
Net Cash Payments for Settlements of Financial Commodity Derivative Contracts (1)	(847)	184	(663)		(1.13)
Add: Losses on Asset Dispositions, Net	21	(3)	18		0.03
Add: Certain Impairments	46	(8)	38		0.06
Less: Severance Tax Refund	(115)	25	(90)		(0.15)
Add: Severance Tax Consulting Fees	16	(3)	13		0.02
Less: Interest on Severance Tax Refund	(7)	2	(5)		(0.01)
Adjustments to Net Income	(868)	193	(675)		(1.15)
Adjusted Net Income (Non-GAAP)	2,795	(616)	2,179		3.71
Average Number of Common Shares (Non-GAAP)
Basic					583
Diluted					587

(1) Consistent with its customary practice, in calculating Adjusted Net Income (Loss) (non-GAAP), EOG subtracts from reported Net Income (Loss) (GAAP) the total net cash paid for settlements of financial commodity derivative contracts during such period. For the three months ended September 30, 2022, such amount was $847 million, of which $63 million was related to the early termination of certain contracts.

22

Net Income per Share
In millions of USD, except share data (in millions), per share data, production volume data and per Boe data (Unaudited)
2Q 2023 Net Income per Share (GAAP)		2.66
Realized Price
3Q 2023 Composite Average Wellhead Revenue per Boe	50.46
Less: 2Q 2023 Composite Average Wellhead Revenue per Boe	(45.24)
Subtotal	5.22
Multiplied by: 3Q 2023 Crude Oil Equivalent Volumes (MMBoe)	91.9
Total Change in Revenue	480
Less: Income Tax Benefit (Provision) Imputed (based on 22%)	(106)
Change in Net Income	374
Change in Diluted Earnings per Share		0.64
Wellhead Volumes
3Q 2023 Crude Oil Equivalent Volumes (MMBoe)	91.9
Less: 2Q 2023 Crude Oil Equivalent Volumes (MMBoe)	(88.3)
Subtotal	3.6
Multiplied by: 3Q 2023 Composite Average Margin per Boe (Non-GAAP) (Including Total Exploration Costs) (refer to "Revenues, Costs and Margins Per Barrel of Oil Equivalent" schedule)	25.58
Change in Margin	92
Less: Income Tax Benefit (Provision) Imputed (based on 22%)	(20)
Change in Net Income	72
Change in Diluted Earnings per Share		0.12
Certain Operating Costs per Boe
2Q 2023 Total Cash Operating Costs (GAAP) and Total DD&A per Boe (refer to "Revenues, Costs and Margins Per Barrel of Oil Equivalent" schedule)	19.84
Less: 3Q 2023 Total Cash Operating Costs (GAAP) and Total DD&A per Boe (refer to "Revenues, Costs and Margins Per Barrel of Oil Equivalent" schedule)	(19.97)
Subtotal	(0.13)
Multiplied by: 3Q 2023 Crude Oil Equivalent Volumes (MMBoe)	91.9
Change in Before-Tax Net Income	(12)
Less: Income Tax Benefit (Provision) Imputed (based on 22%)	3
Change in Net Income	(9)
Change in Diluted Earnings per Share		(0.02)

23

Net Income Per Share (Continued)
In millions of USD, except share data (in millions), per share data, production volume data and per Boe data (Unaudited)
Gains (Losses) on Mark-to-Market Financial Commodity Derivative Contracts, Net
3Q 2023 Net Gains (Losses) on Mark-to-Market Financial Commodity Derivative Contracts	43
Less: Income Tax Benefit (Provision)	(9)
After Tax - (a)	34
Less: 2Q 2023 Net Gains (Losses) on Mark-to-Market Financial Commodity Derivative Contracts	101
Less: Income Tax Benefit (Provision)	(22)
After Tax - (b)	79
Change in Net Income - (a) - (b)	(45)
Change in Diluted Earnings per Share		(0.08)
Other (1)		0.16
3Q 2023 Net Income per Share (GAAP)		3.48
3Q 2023 Average Number of Common Shares (GAAP) - Diluted	583

(1)Includes gathering, processing and marketing revenue, gains (losses) on asset dispositions, other revenue, exploration, dry hole, impairments and marketing costs, taxes other than income, other income (expense), interest expense and the impact of changes in the effective income tax rate.

24

Adjusted Net Income Per Share
In millions of USD, except share data (in millions), per share data, production volume data and per Boe data (Unaudited)
2Q 2023 Adjusted Net Income per Share (Non-GAAP)		2.49
Realized Price
3Q 2023 Composite Average Wellhead Revenue per Boe	50.46
Less: 2Q 2023 Composite Average Wellhead Revenue per Boe	(45.24)
Subtotal	5.22
Multiplied by: 3Q 2023 Crude Oil Equivalent Volumes (MMBoe)	91.9
Total Change in Revenue	480
Less: Income Tax Benefit (Provision) Imputed (based on 22%)	(106)
Change in Net Income	374
Change in Diluted Earnings per Share		0.64
Wellhead Volumes
3Q 2023 Crude Oil Equivalent Volumes (MMBoe)	91.9
Less: 2Q 2023 Crude Oil Equivalent Volumes (MMBoe)	(88.3)
Subtotal	3.6
Multiplied by: 3Q 2023 Composite Average Margin per Boe (Non-GAAP) (Including Total Exploration Costs) (refer to "Revenues, Costs and Margins Per Barrel of Oil Equivalent" schedule)	25.58
Change in Margin	92
Less: Income Tax Benefit (Provision) Imputed (based on 22%)	(20)
Change in Net Income	72
Change in Diluted Earnings per Share		0.12
Certain Operating Costs per Boe
2Q 2023 Total Cash Operating Costs (Non-GAAP) and Total DD&A per Boe (refer to "Revenues, Costs and Margins Per Barrel of Oil Equivalent" schedule)	19.84
Less: 3Q 2023 Total Cash Operating Costs (Non-GAAP) and Total DD&A per Boe (refer to "Revenues, Costs and Margins Per Barrel of Oil Equivalent" schedule)	(19.97)
Subtotal	(0.13)
Multiplied by: 3Q 2023 Crude Oil Equivalent Volumes (MMBoe)	91.9
Change in Before-Tax Net Income	(12)
Less: Income Tax Benefit (Provision) Imputed (based on 22%)	3
Change in Net Income	(9)
Change in Diluted Earnings per Share		(0.02)

25

Adjusted Net Income Per Share (Continued)
In millions of USD, except share data (in millions), per share data, production volume data and per Boe data (Unaudited)
Net Cash Received from (Payments for) Settlements of Financial Commodity Derivative Contracts
3Q 2023 Net Cash Received from (Payments for) Settlement of Financial Commodity Derivative Contracts	23
Less: Income Tax Benefit (Provision)	(5)
After Tax - (a)	18
2Q 2023 Net Cash Received from (Payments for) Settlement of Financial Commodity Derivative Contracts	(30)
Less: Income Tax Benefit (Provision)	6
After Tax - (b)	(24)
Change in Net Income - (a) - (b)	42
Change in Diluted Earnings per Share		0.07
Other (1)		0.14
3Q 2023 Adjusted Net Income per Share (Non-GAAP)		3.44
3Q 2023 Average Number of Common Shares (Non-GAAP) - Diluted	583

(1)Includes gathering, processing and marketing revenue, other revenue, exploration, dry hole, impairments and marketing costs, taxes other than income, other income (expense), interest expense and the impact of changes in the effective income tax rate.

26

Cash Flow from Operations and Free Cash Flow
In millions of USD (Unaudited)
The following tables reconcile Net Cash Provided by Operating Activities (GAAP) to Cash Flow from Operations Before Changes in Working Capital (Non-GAAP). EOG believes this presentation may be useful to investors who follow the practice of some industry analysts who adjust Net Cash Provided by Operating Activities for Changes in Components of Working Capital and Other Assets and Liabilities, Changes in Components of Working Capital Associated with Investing and Financing Activities and certain other adjustments to exclude non-recurring and certain other items as further described below. EOG defines Free Cash Flow (Non-GAAP) for a given period as Cash Flow from Operations Before Changes in Working Capital (Non-GAAP) (see below reconciliation) for such period less the total capital expenditures (Non-GAAP) during such period, as is illustrated below. EOG management uses this information for comparative purposes within the industry.
	2022					2023
	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	Year	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD
Net Cash Provided by Operating Activities (GAAP)	828	2,048	4,773	3,444	11,093	3,255	2,277	2,704		8,236
Adjustments:
Changes in Components of Working Capital and Other Assets and Liabilities
Accounts Receivable	878	522	(392)	(661)	347	(338)	(137)	714		239
Inventories	14	157	140	223	534	77	226	28		331
Accounts Payable	(130)	(259)	88	211	(90)	77	231	(238)		70
Accrued Taxes Payable	(613)	536	53	137	113	(232)	212	(180)		(200)
Other Assets	213	(71)	129	93	364	(52)	(43)	92		(3)
Other Liabilities	2,250	(433)	(1,269)	(282)	266	(193)	47	(54)		(200)
Changes in Components of Working Capital Associated with Investing Activities	(68)	(143)	(90)	(74)	(375)	(35)	(250)	(28)		(313)
Cash Flow from Operations Before Changes in Working Capital (Non-GAAP)	3,372	2,357	3,432	3,091	12,252	2,559	2,563	3,038		8,160
Cash Flow from Operations Before Changes in Working Capital (Non-GAAP)	3,372	2,357	3,432	3,091	12,252	2,559	2,563	3,038		8,160
Less:
Total Capital Expenditures (Non-GAAP) (a)	(1,009)	(1,071)	(1,166)	(1,361)	(4,607)	(1,489)	(1,521)	(1,519)		(4,529)
Free Cash Flow (Non-GAAP)	2,363	1,286	2,266	1,730	7,645	1,070	1,042	1,519		3,631
(a) See below reconciliation of Total Expenditures (GAAP) to Total Capital Expenditures (Non-GAAP):
	2022					2023
	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	Year	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	YTD
Total Expenditures (GAAP)	1,144	1,521	1,410	1,535	5,610	1,717	1,664	1,803		5,184
Less:
Asset Retirement Costs	(27)	(43)	(139)	(89)	(298)	(10)	(26)	(191)		(227)
Non-Cash Acquisition Costs of Unproved Properties	(58)	(21)	(28)	(20)	(127)	(31)	(28)	(1)		(60)
Non-Cash Development Drilling	—	—	—	—	—	—	(35)	(50)		(85)
Acquisition Costs of Proved Properties	(5)	(351)	(42)	(21)	(419)	(4)	(6)	1		(9)
Acquisition Costs of Other Property, Plant and Equipment	—	—	—	—	—	(133)	(1)	—		(134)
Exploration Costs	(45)	(35)	(35)	(44)	(159)	(50)	(47)	(43)		(140)
Total Capital Expenditures (Non-GAAP)	1,009	1,071	1,166	1,361	4,607	1,489	1,521	1,519		4,529

27

Net Debt-to-Total Capitalization Ratio
In millions of USD, except ratio data (Unaudited)
The following tables reconcile Current and Long-Term Debt (GAAP) to Net Debt (Non-GAAP) and Total Capitalization (GAAP) to Total Capitalization (Non-GAAP), as used in the Net Debt-to-Total Capitalization ratio calculation. A portion of the cash is associated with international subsidiaries; tax considerations may impact debt paydown. EOG believes this presentation may be useful to investors who follow the practice of some industry analysts who utilize Net Debt and Total Capitalization (Non-GAAP) in their Net Debt-to-Total Capitalization ratio calculation. EOG management uses this information for comparative purposes within the industry.
	September 30, 2023		June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022
Total Stockholders' Equity - (a)	27,758		26,257		25,447		24,779		23,849
Current and Long-Term Debt (GAAP) - (b)	3,806		3,814		3,820		5,078		5,084
Less: Cash	(5,326)		(4,764)		(5,018)		(5,972)		(5,272)
Net Debt (Non-GAAP) - (c)	(1,520)		(950)		(1,198)		(894)		(188)
Total Capitalization (GAAP) - (a) + (b)	31,564		30,071		29,267		29,857		28,933
Total Capitalization (Non-GAAP) - (a) + (c)	26,238		25,307		24,249		23,885		23,661
Debt-to-Total Capitalization (GAAP) - (b) / [(a) + (b)]	12.1	%	12.7	%	13.1	%	17.0	%	17.6	%
Net Debt-to-Total Capitalization (Non-GAAP) - (c) / [(a) + (c)]	-5.8	%	-3.8	%	-4.9	%	-3.7	%	-0.8	%

28

XML

DEI Document and Entity Information	Nov. 02, 2023
Cover [Abstract]
City Area Code	713
Local Phone Number	651-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000821189
Title of 12(b) Security	Common Stock, par value $0.01 per share
Entity Incorporation, State or Country Code	DE
Document Type	8-K
Document Period End Date	Nov. 02, 2023
Entity File Number	1-9743
Entity Tax Identification Number	47-0684736
Trading Symbol	EOG
Security Exchange Name	NYSE
Amendment Flag	false
Entity Registrant Name	EOG RESOURCES, INC.
Entity Address, Address Line One	1111 Bagby
Entity Address, Address Line Two	Sky Lobby 2
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77002