EOGEOG Resources

We note you plan to continue to focus a substantial portion of your exploration and development expenditures in your major producing areas in the United States and expect to continue to improve well performance and offset inflationary pressure through efficiency gains and by locking in certain service costs for drilling and completion activities.

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Please address the following: • disclose any known trends or uncertainties that have had or are reasonably likely to have a material impact on your cash flows, liquidity, capital resources, cash requirements, financial position, or results of operations arising from, related to, or caused by the inflation; • expand to identify the principal factors contributing to the inflationary pressures you have experienced and clarify the resulting impact to the company; and • expand your disclosure to identify specific actions planned or taken, if any, to mitigate inflationary pressures.

Beginning in the second half of 2021 and continuing through the first six months of 2022, EOG, similar to other companies in our industry, has experienced inflationary pressures on our operating costs - namely fuel, steel (i.e., wellbore tubulars and facilities manufactured using steel), labor and drilling and completion services. Such inflationary pressures have resulted from supply chain disruptions caused by the COVID pandemic, increased demand, labor shortages and other factors, including the conflict between Russia and the Ukraine which began in late February 2022.

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We discussed these inflationary pressures and contributing factors in the “Management's Discussion and Analysis of Financial Condition and Results of Operations” section on page 24 of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022. We currently expect such inflationary pressures and contributing factors to continue into 2023.

Such inflationary pressures on our operating costs have, in turn, impacted our cash flows and results of operations. However, by virtue of our continued focus on increasing our drilling, completion and operating efficiencies and improving the performance of our wells, as well as the flexibility provided by our multi-basin drilling portfolio, we have, to date, been able to largely offset such impacts. Such inflationary pressures have not, to date, impacted our liquidity, capital resources, cash requirements or financial position.

The initiatives we have undertaken (and continue to undertake) to increase our drilling, completion and operating efficiencies and improve the performance of our wells and, in turn, mitigate such inflationary pressures, include (among others):

•our downhole drilling motor program, which has resulted in increased footage drilled per day and, in turn, reduced drilling times;

•enhanced techniques for completing our wells, which has resulted in increases in our footage completed per day and pumping hours per day; and

•our self-sourced sand program, which has resulted in continued costs savings for the sand utilized in our well completion operations.

In addition, we enter into agreements with our service providers from time to time, when available and advantageous to us, to lock-in the costs and availability of certain of the drilling and completion services we utilize as part of our operations.

We plan to continue with these initiatives and actions, though there can be no assurance that such future efforts will offset, largely or at all, the impacts of future inflationary pressures on our operating costs.

Per the Staff’s comment, in our future periodic filings with the Commission, beginning with our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, we will include appropriate expanded disclosure regarding (i) the historical and expected impacts of inflationary pressures on our cash flows and results of operations, (ii) the principal factors contributing to such inflationary pressures and (iii) the initiatives and other actions we have undertaken to mitigate such inflationary pressures.

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In addition, we will continue to monitor and evaluate the impact of inflationary pressures on our cash flows, results of operations, liquidity, capital resources, cash requirements and financial position. To the extent such impacts become material, we will include appropriate corresponding disclosure in our periodic filings with the Commission.

Further, in our future Form 10-K filings, beginning with our Form 10-K filing for the fiscal year ended December 31, 2022, we will include appropriate risk factor disclosure explaining that there can be no assurance that our future cost-mitigation initiatives and actions will offset, largely or at all, the impacts of future inflationary pressures on our operating costs.

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We note you disclosed in your earning call transcripts for the second quarter ended June 30, 2022 that oil field service capacity remains extremely tight and is further constrained by the limited availability of materials and experienced labor, driving uncertainty in the cost of services, not only for this year, but also for 2023.

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Please address the following: • expand your disclosures to indicate operational constraints that you have experienced; • discuss whether theses challenges have materially impacted your results of operations or capital resources; and • quantify, to the extent possible, how your sales, profits and/or liquidity have been impacted.

The tight markets for drilling and completion services and the limited availability of materials (such as tubulars) and labor have not, to date, impacted our ability to conduct our day-to-day drilling, completion and production operations. However, as is discussed in our response above to Staff Comment 1, such factors have resulted in inflationary pressures on our operating costs, including our costs for drilling and completion services, fuel, steel and labor.

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Further, we currently expect such inflationary pressures and factors to continue into 2023.

As is also further discussed in our response to Staff Comment 1, while the inflationary pressures on our operating costs have impacted our cash flows and results of operations, we have, to date, been able to largely offset such impacts via the initiatives and other actions we have undertaken to mitigate such inflationary pressures and the flexibility provided by our multi-basin drilling portfolio. Such inflationary pressures have not, to date, impacted our capital resources, sales or liquidity.

As noted on our second quarter 2022 earnings call, because of our initiatives and other mitigating actions, we currently expect such inflationary pressures to result in an increase of less than 10 percent in our fiscal year 2022 well costs (i.e., our costs for drilling, completions and well-site facilities) versus fiscal year 2021. Accordingly, such increase in our fiscal year 2022 well costs has not, to date, had a material impact on our 2022 profits (i.e., operating income and net income), and we currently do not expect such increase to have a material impact on our full-year 2022 operating income and net income.

Per the Staff’s comment, in our future periodic filings with the Commission, beginning with our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, we will include appropriate expanded disclosure addressing the above-discussed matters.

Further, we will continue to monitor and evaluate the markets for drilling and completion services, the availability of materials and labor and the associated inflationary pressures on our operating costs. To the extent in the future such factors have, or are expected to have, a material impact on our day-to-day operations or our results of operations, cash flows, liquidity, capital resources, cash requirements or financial position, we will include appropriate corresponding disclosure in our periodic filings with the Commission.

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We note you appear to identify just a single primary factor, either positive or negative, that contributed to a revision in the previous estimate of your reserves, e.g. changes in commodity prices or removing certain PUD locations from the five-year development plan.

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Please expand your discussion to separately identify and quantify each factor that contributed to the overall change in the line item to comply with FASB ASC 932-235-505. Your discussion should clearly identify the source of each change and include an explanation relating to each of the items you identify. If two or more unrelated factors, including offsetting factors, are combined to arrive at the overall change, please separately identify and quantify each factor. Your discussion should provide sufficient details so that the change in net reserve quantities between periods is fully reconciled and explained. The disclosure of revisions in previous estimates in particular should identify the changes associated with the individual factors, such as changes caused by commodity prices, costs, interest adjustments, well performance, unsuccessful and/or uneconomic proved undeveloped locations and changes in a previously adopted development plan. This comment also applies to the disclosure of the changes in proved undeveloped reserves presented on page F-45. Refer to Item 1203(b) of Regulation S-K.

The following discussion and table explains and reconciles:

•the total “Revisions of previous estimates” of (114) (i.e., negative 114) MMBoe in the Company’s net proved reserves for the fiscal year ended December 31, 2021, as disclosed in the “Net Proved Reserve Summary” table on pages F-41 and F-42 of the 2021 Form 10-K; and

•the total “Revisions” of (305) (i.e., negative 305) MMBoe in the Company’s net proved undeveloped (“PUD”) reserves for the fiscal year ended December 31, 2021, as disclosed in the table in the section entitled “Net Proved Undeveloped Reserves” on page F-45 of the 2021

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Form 10-K.

As an initial step in determining the revisions to be made to the Company’s net proved reserve estimates for the prior year-end, EOG’s technical staff reviews its updated five-year drilling and development plan. As is discussed on page F-39 of the 2021 Form 10-K, if under such updated plan an undeveloped drilling location for which PUD reserves were previously recorded will not be drilled within five years from the date that the PUD reserves were recorded, such PUD reserves are removed from the Company’s estimates of net proved reserves. Pursuant to such process, EOG’s technical staff removed 250 MMBoe of PUD reserves from its net proved reserves for the fiscal year ended December 31, 2021.

EOG’s technical staff then evaluates the following six (6) inter-related factors (in the order indicated below) in respect of the net proved reserves associated with each of its well locations:

•crude oil, natural gas liquids (“NGLs”) and natural gas prices;

•the Company’s well performance forecasts;

•marketing-related changes (i.e., relating to the sale of our production);

•changes in the Company’s ownership interests (in its well locations);

•the Company’s lease operating expenses (“LOE”) and changes therein; and

•investments in future wells and/or recompletions and changes therein.

EOG’s evaluation of such inter-related factors resulted in the following revisions to its net proved reserves and net PUD reserves for the fiscal year ended December 31, 2021:

Review of Updated Plan

Revision to Net Proved Reserves (MMBoe)

Revision to Net PUD Reserves

(MMBoe)

Explanation

Revision related to removal of PUD reserves pursuant to review of updated drilling and development plan (250) (250) See above related discussion.

Evaluation of Inter-Related Factors

Prices for crude oil, NGLs and natural gas 194 29 Upward revision attributable to an increase in the average prices used in our 12/31/2021 reserves estimates as compared to the average prices used in our 12/31/2020 reserves estimates.

Well performance forecasts (13) (51) Downward revision attributable to our forecasted decrease in well performance in certain locations.

Marketing-related changes (e.g., ethane rejection elections) relating to the sale of our production (69) (38)

Downward revision attributable to EOG’s “ethane rejection” elections during 2021 – that is, our elections to reduce receipt of ethane (a natural gas liquid) from the natural gas stream and instead receive residue natural gas (that includes ethane) at the tailgate of the processing plant. The additional natural gas reserves attributable to such elections are outweighed by lower NGLs reserves.

Ownership interest changes 8 0 Upward revision attributable to ownership interest changes.

Changes in LOE 16 5 Upward revision attributable to improved/lower LOE, resulting in an increase in reserves that are economically producible.

Investment changes 0 0 Changes in future investments in wells and/or recompletions.

Net Revisions Attributable to Inter-Related Factors 136 (55)

Total Revisions (114) (305)

Per the Staff’s comment, in our future Form 10-K filings, beginning with our Form 10-K filing for the fiscal year ended December 31, 2022, we will provide disclosure reconciling and explaining the “Revisions of previous estimates” line item (for net proved reserves) and “Revisions” line item (for net PUD reserves) for each of the three fiscal years presented.

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The change in the net quantities of your total proved reserves attributed to extensions and discoveries appears to be significantly greater than the corresponding change in the net quantities of your proved undeveloped reserves for each of the last three fiscal years presented.

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For example, the change in net quantities for total proved reserves is 952 MMBoe compared to a change of 779 MMBoe for proved undeveloped reserves for the year ended December 31, 2021. Please expand the discussion of the changes that occurred in your total proved reserves attributed to extensions and discoveries to explain the reason(s) for this difference. For example, your discussion should address the net quantities added as the result of drilling wells that did not have any proved undeveloped reserves assigned at the beginning of the fiscal year but subsequently resulted in the addition new proved developed reserves by fiscal year end, if true, and separately the net quantities added as new proved undeveloped reserves. Your discussion should provide sufficient details so that the change in net reserve quantities between periods is fully reconciled and explained. Refer to FASB ASC 932-235-50-5.

The change in the Company’s total net proved reserves for the year ended December 31, 2021 of 952 MMBoe attributable to extensions, discoveries and other additions was 173 MMBoe greater than the corresponding change of 779 MMBoe in the Company’s net PUD reserves for the year ended December 31, 2021. Such difference represented the Company’s new proved developed reserves attributable to wells drilled during fiscal year 2021 that did not have any associated PUD reserves recorded at the beginning of fiscal year 2021.

As is noted in the Staff’s comment and disclosed in the table in the section

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entitled “Net Proved Undeveloped Reserves” on page F-45 of the 2021 Form 10-K, the net reserve quantities added as new PUD reserves for the year ended December 31, 2021 attributable to extensions and discoveries were 779 MMBoe. Such new PUD reserves were primarily associated with well locations in the Permian Basin and the Company’s Dorado gas play.

In our future Form 10-K filings, beginning with our Form 10-K filing for the fiscal year ended December 31, 2022, we will expand our disclosure to reconcile, and provide the sources of, the change in the Company’s total net proved reserves attributable to extensions, discoveries and other additions, as well as explain any difference between such amounts and the corresponding change in the Company’s PUD reserves, for each of the fiscal years presented. Specifically, we will disclose and reconcile:

(i)the quantities of new proved developed reserves attributable to wells drilled during such fiscal year that did not have any associated PUD reserves recorded at the beginning of such fiscal year;

(ii)the net proved reserve quantities added as new PUD reserves for such fiscal year; and

(iii)the net proved reserve quantities from other sources (if any).

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Please expand the presentation of the standardized measure to clarify, if true, that future cash flows take into account the estimated abandonment costs for the proved properties to comply with FASB ASC 932-235-50-36. If the abandonment costs, including such costs related to proved undeveloped locations, have not been included for each of the periods presented, e.g.

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as of December 31, 2021, 2020 and 2019, please explain to us the rationale for excluding these costs from the calculation of the standardized measure.

The following table provides a break-out of the future abandonment costs that are included in future development costs for each of fiscal years 2021, 2020 and 2019, as shown in the tabular disclosures on page F-50 of the 2021 Form 10-K (in millions):

2021

United States

Trinidad

Other International

Total

Future development costs (13,885) (380) 0 (14,265)

Future well development costs

(11,299) (278) 0 (11,577)

Future abandonment costs

(2,586) (102) 0 (2,688)

2020

Future development costs (15,159) (227) (18) (15,404)

(12,588) (163) (18) (12,769)

(2,571) (64) 0 (2,635)

2019

Future

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development costs (20,356) (212) (18) (20,586)

(17,980) (148) (18) (18,146)

(2,376) (64) 0 (2,440)

While such future abandonment costs include the costs related to our PUD locations in Trinidad, we inadvertently omitted the costs related to our United States PUD locations. However, the future abandonment costs related to our United States PUD locations for each of fiscal years 2021, 2020 and 2019 represent less than 2% of the total future development costs for each fiscal year. Further, the inclusion of such future abandonment costs would result in a reduction of less than one percent in the standardized measure of discounted future cash flows for each fiscal year.

In our future Form 10-K filings, beginning with our Form 10-K filing for the fiscal year ended December 31, 2022, we will provide disclosure of the future abandonment costs that are included in future development costs for each of the fiscal years presented. Further, the future abandonment cost amounts for fiscal year 2022 and future fiscal years will include the costs related to our United States PUD locations (and our Trinidad PUD locations and Other International PUD locations, to the extent applicable).

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Your CSR report notes that reducing emissions from your operations is important to EOG for environmental, operational, and economic reasons. We also note that you provided more expansive disclosure in your CSR report than you provided in your SEC filings. Please advise us what consideration you gave to providing the same type of climaterelated disclosure in your SEC filings as you provided in your CSR report.

The disclosures in our annual Sustainability Report, on the one hand, and in our Form 10-K and other Commission filings, on the other, have been guided by diverse considerations, according to the varying purposes of the documents and the legal requirements (or, in the absence thereof, evolving practices) and evolving stakeholder expectations relating to them.

In preparing the disclosures in our Form 10-K and other Commission filings with respect to climate-related matters, we have been guided by (i) the requirements of Regulation S-K – including Items 101(c), 105 and 303, (ii) the

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Commission’s general disclosure principle (set forth in Rule 12b-20) providing that, in addition to the disclosures expressly required to be included in Commission filings, registrants shall disclose such further material information, if any, as may be necessary to make the required disclosures not misleading and (iii) the Commission’s 2010 interpretive release providing guidance regarding disclosures relating to climate change. Thus guided, we provide disclosure in our Commission filings regarding a particular event, transaction, trend, uncertainty, impact or other matter if it is material to, or is reasonably likely to have a material impact on, our business, financial condition or results of operations, taking into account the size, scope and nature of our business.

On the other hand, and as further discussed below, the disclosures in our annual Sustainability Report cover issues and topics that we believe are of interest to our various stakeholders. However, identification of an item for inclusion in our annual Sustainability Report is not meant to correspond with the concept of materiality (as historically formulated under the Commission’s disclosure framework). Stated otherwise, in developing the contents of our Sustainability Report, we apply a broad lens and do not limit ourselves to the Commission’s materiality requirements.

The contents of our annual Sustainability Report are informed by, among other things, our review of voluntary ESG (environmental/social/governance) disclosure frameworks – such as that of the Sustainability Accounting Standards Board and the Financial Stability Board’s Task Force on Climate-related Financial Disclosures – as well as our review of the ESG-related disclosures of various other public companies, including our peer companies. Our annual Sustainability Report disclosures are also informed by our discussions and correspondence with, and requests and other feedback from, many different stakeholders, including, but not limited to, certain of our stockholders.

Our annual Sustainability Report provides a regular opportunity for us to present information, perspectives and discussions that we think may be of interest to our various stakeholders, including (i) matters relating to our performance and activities with respect to climate-related and other ESG matters and (ii) our relevant accomplishments, progress towards our climate-related and other ESG goals, and the ESG-related areas on which we are focused. These disclosures go beyond the Commission’s disclosure framework and the disclosure requirements of Regulations S-K and S-X and, thus, are more expansive than those provided in our filings with the energy opportunity growth

Commission. Further, while these climate-related and other ESG matters and our related performance and activities are not currently (and have historically not been) material to our business, financial condition or results of operations, we believe, as noted above, that such matters are of interest to a broad range of our stakeholders, including the communities in which we operate and non-governmental organizations.

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We note that you generally refer to capital expenditures for climate-related projects. If material, please quantify these expenditures.

For fiscal year 2020, our operating revenues and operating expenses each exceeded $11 billion and our capital expenditures were approximately $3.5 billion and, as of December 31, 2020, our total assets and market capitalization exceeded $35 billion and $29 billion, respectively.

Our capital expenditures for climate-related projects, in fiscal year 2020 (and in prior fiscal years), were not material to our business, financial condition or results of operations and did not constitute a significant portion of our overall exploration and development and other property, plant and equipment

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expenditures.

Nevertheless, to the extent our capital expenditures for climate-related projects in fiscal year 2021 (or a future fiscal year) are material, we will provide appropriate disclosure (in accordance with applicable legal requirements) regarding such expenditures.

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To the extent material, discuss the indirect consequences of climate-related regulation or business trends, such as the following: • increased demand for goods that result in lower emissions than competing products; • increased competition to develop innovative new products that result in lower emissions; • increased demand for generation and transmission of energy from alternative energy sources; • decreased demand

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for services related to carbon-based energy sources; and • any anticipated reputational risks resulting from operations or products that produce material greenhouse gas emissions.

In fiscal year 2020 (and in prior fiscal years), the consequences of climate-related regulation and business trends did not have (and were deemed not reasonably likely to have) a material impact on our business, financial condition or results of operations.

Our filings with the Commission discuss the kinds of impacts that climate-related regulation and business trends could potentially have on our business, financial condition and results of operations – see, for example, the disclosure in the “Regulation” section of our 2020 Form 10-K on page 9 and the risk factor disclosures on pages 13-15

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and 22 of our 2020 Form 10-K.

Further, to the extent the indirect consequences of climate-related regulation or business trends result in reduced demand for crude oil, natural gas liquids and/or natural gas, those consequences will be reflected in the price for such commodity. We provide significant disclosure in our Commission filings regarding the prices that we receive for our products, including corresponding risk factor disclosure.

To the extent that in fiscal year 2021 (or a future fiscal year) there are consequences (direct or indirect) of climate-related regulation or climate-related business trends that are (or are deemed reasonably likely to be) material to our business, financial condition or results of operations, we will provide appropriate disclosure (in accordance with applicable legal requirements) regarding such consequences.

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Quantify any material weather-related damages to your property or operations.

In fiscal year 2020 (and in prior fiscal years), we did not incur any material weather-related damages to our property or operations. Our filings with the Commission discuss the impacts that weather and climate could potentially have on our business, financial condition and results of operations – see the risk factor disclosure on page 26 of our 2020 Form 10-K.

In addition, from time to time, there may be weather events having a significant and immediate impact on the exploration and production sector and/or the energy industry generally with varying impacts on individual companies.

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In such instances, we may include disclosure in our Commission filings discussing such event and the impact on our business, financial condition and results of operations, even if such impact was not material. For example, see the disclosures in our Form 10-Q for the quarterly period ended March 31, 2021 discussing (on page 21) the impacts of Winter Storm Uri on (i) the prices we realized on certain days in February 2021 for deliveries of natural gas volumes and (ii) our lease and well costs, transportation costs and gathering and processing costs for the first quarter of 2021.

To the extent we incur weather-related damages to our property or operations in fiscal year 2021 (or a future fiscal year) that are material to our business, financial condition or results of operations, we will provide appropriate disclosure (in accordance with applicable legal requirements) regarding such damages.

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If material, disclose any weather-related impacts on the cost or availability of insurance.

In fiscal year 2020 (and in prior fiscal years), weather events did not have a material impact on the cost or availability to us of insurance. Page 12 of our 2020 Form 10-K discusses the insurance maintained by EOG.

To the extent that in fiscal year 2021 (or a future fiscal year) weather events have a material impact on the cost or availability to us of insurance, we will provide appropriate disclosure (in accordance with applicable legal requirements) regarding such impacts. Read in the reply ↗

Disclose the material effects of transition risks related to climate change that may affect your business, financial condition, and results of operations, such as market trends that may alter business opportunities, credit risks, or technological changes.

In fiscal year 2020 (and in prior fiscal years), transition risks related to climate change, which might include a transition to a low-carbon economy, did not have (and were deemed not reasonably likely to have) a material impact on our business, financial condition or results of operations.

Our filings with the Commission discuss the kinds of impacts that climate-related business trends and regulation could potentially have on our business, financial condition and results of operations – see, for example, the disclosure in the “Regulation” section of our 2020 Form 10-K on page 9 and the

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risk factor disclosures on pages 13-15 and 22 of our 2020 Form 10-K.

Further, to the extent that transition risks related to climate change reduce demand for crude oil, natural gas liquids and/or natural gas, those consequences would be reflected in the prices we receive for that commodity. We provide significant disclosure in our Commission filings regarding the prices that we receive for our products, including corresponding risk factor disclosure.

To the extent that in fiscal year 2021 (or a future fiscal year) our business, financial condition and results of operations are (or are deemed reasonably likely to be) materially impacted by transition risks related to climate change, we will provide appropriate disclosure (in accordance with applicable legal requirements) regarding such impacts.

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Quantify any material increased compliance costs related to climate change.

In fiscal year 2020 (and in prior fiscal years), we did not incur any material increase in compliance costs related to climate change. The disclosure in the “Regulation” section of our 2020 Form 10-K on page 9 and the risk factor disclosure on page 22 of our 2020 Form 10-K discuss the possibility that currently proposed or future laws, regulations, treaties and policies regarding climate change could have a material impact on our business, financial condition and results of operations, including our incurrence of related direct and indirect costs.

To the extent that in fiscal year 2021 (or a

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future fiscal year) we incur increased compliance costs related to climate change that are material, we will provide appropriate disclosure (in accordance with applicable legal requirements) regarding such increased costs.

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If applicable and material, provide disclosure about any purchase or sale of carbon credits or offsets and any material effects on your business, financial condition, and results of operations.

In fiscal year 2020 (and in prior fiscal years), EOG did not purchase or sell any carbon credits or offsets. Please note, however, that on page 22 of our 2020 Form 10-K, we acknowledge that the achievement of our current or future internal initiatives relating to the reduction of GHG emissions may (among other things) require us to purchase emissions credits or offsets.

To the extent in fiscal year 2021 (or a future fiscal year) our purchases or sales of carbon credits or offsets are material to our business, financial condition or results of operations, we will provide appropriate

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disclosure (in accordance with applicable legal requirements) regarding such transactions.

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Your response to prior comment 2 states that capital expenditures for climate-related projects, in fiscal year 2020 (and in prior fiscal years), did not constitute a significant portion of your overall exploration and development and other property, plant and equipment expenditures.

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Provide us with additional detail to support this statement by describing capital expenditures for climate-related projects and providing quantitative information.

The Staff’s prior comment 2 requested information regarding “climate-related projects”. Our capital expenditures program does not have a specific “climate-related projects” category. However, we have in the past undertaken, and are currently undertaking, various capital projects to help manage and minimize the emissions from our operations and improve our emissions performance.

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Examples of these projects include (i) the installation of tank vapor capture systems, (ii) the conversion of pneumatic pumps and controllers used in our operations to instrument air or solar power, (iii) the acquisition of infrared cameras and other thermal imaging technology in connection with our leak detection and repair (“LDAR”) program and (iv) the development and implementation of closed-loop gas capture infrastructure.

For purposes of our response to the Staff’s prior comment 2 and this response, it is our view that our emissions-related capital projects seem to be our most similar capital projects to what the Staff may mean by “climate-related projects”. Our capital expenditures for environmental projects, which are tracked separately, include these emissions-related capital projects as well as other environmental-related capital projects, such as the installation of water reuse infrastructure and spill prevention and management projects.

Capital expenditures for environmental projects (of which our emissions-related capital projects are a subset) constituted approximately one percent of our total expenditures for exploration and development and other property, plant and equipment (such expenditures in the aggregate, “total capital expenditures”) of $4.1 billion for fiscal year 2020 (as disclosed on page 44 of our 2020 Form 10-K) and are expected to constitute approximately one percent of our total capital expenditures for fiscal year 2021. Our total capital expenditures year-to-date in 2021 (for the nine months ended September 30, 2021) have been $3.1 billion (as disclosed on page 36 of our Form 10-Q for the quarterly period ended September 30, 2021).

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The capital expenditures for our emissions-related capital projects constituted approximately [***]% of our capital expenditures for environmental projects overall in fiscal year 2020 and are expected to constitute approximately [***]% of our capital expenditures for environmental projects overall in fiscal year 2021.

In fiscal years 2019 and 2018 (the other fiscal years covered by our 2020 Form 10-K), capital expenditures for environmental projects (of which our emissions-related capital projects were a subset) also constituted a small portion of our total capital expenditures in such years ($6.9 billion and $6.7 billion, respectively) (as disclosed on page 44 of our 2020 Form 10-K).

We believe the above quantitative information supports our view (expressed in our response to the Staff’s prior comment 2) that our capital expenditures for emissions-related capital projects (which, again, we view as our capital projects that seem most similar to what the Staff may mean by “climate-related projects”) in fiscal years 2020, 2019 and 2018 were not material to our business, financial condition or results of operations and did not constitute a significant portion of our overall exploration and development and other property, plant and equipment expenditures in such years.

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Your response to prior comment 3 regarding the indirect consequences of climate-related regulation or business trends refers to disclosure in your Form 10-K such as language regarding the price and availability of, and demand for, competing energy sources, including alternative energy sources, as a factor that could cause fluctuations in the prices for crude oil and natural gas.

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Tell us how you considered providing more specific language describing the kinds of impacts that climate-related regulation and business trends could have. Your response should address each of the items noted in our prior comment and support your statement that the consequences of climate-related regulation and business trends did not have (and were deemed not reasonably likely to have) a material impact on your business, financial condition, or results of operations.

We believe our 2020 Form 10-K disclosures identify the primary types of impacts that climate-related regulation and business trends could have on our business, financial condition and results of operations. As we are an oil and gas exploration and production (“E&P”) company whose principal products are crude oil, natural gas and natural gas liquids (“NGLs”), our disclosure to investors addresses how climate-related regulation and business trends may impact the demand for, and in turn the prices we receive for our production of, crude oil, natural gas and NGLs.

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Specifically, our 2020 Form 10-K disclosures (on pages 13-15) list various interrelated factors that could impact the demand for, and prices of, crude oil, natural gas and NGLs, including (i) the price and availability of, and demand for, competing energy sources, including alternative energy sources and (ii) the nature, extent and effect of climate-related regulation and initiatives. In addition, our 2020 Form 10-K disclosures (on pages 9 and 20-22)

EOG - 003 address how climate-related regulations and initiatives could impact our operations and the costs we incur (as part of our operations) to comply with such regulations and initiatives.

The Staff’s prior comment 3 lists the following five examples of trends that could have an impact on demand for our products or the reputation of our Company:

1.increased demand for goods that result in lower emissions than competing products;

2.increased competition to develop innovative new products that result in lower emissions;

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We note from your response to prior comment 4 that you did not incur any material weather-related damages to your property or operations in 2020 (and in prior fiscal years). Provide us with an analysis supporting this statement, including information quantifying weather-related damages incurred for the periods covered in your response and through the third quarter of fiscal year 2021.

increased demand for generation and transmission of energy from alternative energy sources; Read in the reply ↗

Your response to prior comment 5 states that in fiscal year 2020 (and in prior fiscal years), weather events did not have a material impact on the cost or availability of your insurance. Provide us with additional detail to support this statement including quantitative information covering the period through the current fiscal year.

decreased demand for services related to carbon-based energy sources; and Read in the reply ↗

We note your response to prior comment 6 identifies transition risks disclosed in your Form 10-K which appear to focus on changes in regulations and fluctuations in commodity prices. Tell us how you considered disclosing other immediate and long-term transition risks related to climate change that may affect you such as changes in customer behavior, advances in technology, shifts in preferences, and perceptions of

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the oil and gas industry.

EOG’s risk management group tracks individual damage and loss events affecting our property and operations. Individual damage and loss events that equal or exceed $[***] count toward the annual aggregate deductible under our property insurance coverage, while events below such dollar threshold do not. There were [***], [***], [***] and [***] weather-related damage and loss events affecting our property and operations in the years 2018, 2019, 2020 (the three fiscal years covered by our 2020 Form 10-K) and 2021 (year-to-date, through September 30, 2021), respectively.

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However, none of these weather-related events individually involved damages or losses equaling or exceeding $[***]. In total, these uninsured losses were, in the aggregate, less than $[***], $[***], $[***] and $[***], respectively, in the years 2018, 2019, 2020 and 2021 (year-to-date, through September 30, 2021).

As a gauge of the financial significance of the weather-related damages and losses incurred by EOG in the above periods, please note that our aggregate Lease and Well and General and Administrative expenses in fiscal years 2018, 2019 and 2020 were $1.7 billion, $1.9 billion and $1.5 billion, respectively, and in fiscal year 2021 (year-to-date, through September 30, 2021) were $1.2 billion.

We believe the above quantitative information supports our view (expressed in our response to the Staff’s prior comment 4) that weather-related damages and losses to our property and operations have not been material.

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4. Your response to prior comment 5 states that in fiscal year 2020 (and in prior fiscal years), weather events did not have a material impact on the cost or availability of your insurance. Provide us with additional detail to support this statement including quantitative information covering the period through the current fiscal year.

Response: Our property, facilities and operations are impacted from time to time by weather events, such as hurricanes, tropical storms, winter storms and flooding. We maintain property insurance coverage against such risks in accordance with what we believe are customary industry practices and in amounts and at costs that we believe to be prudent and commercially practicable.

The premium rates for our property insurance coverage are expressed as a percentage of the aggregate dollar value of the property for which EOG has elected coverage. The aggregate dollar value of the property for which we elect coverage, and therefore our premiums, will fluctuate from policy period to policy period, as we acquire and dispose of property and as the value of our covered property fluctuates (e.g., due to depreciation and other factors). We believe the premium rates and deductible under our property insurance coverage are appropriate indicators of the extent to which weather events have had an impact on the cost to us of insurance.

The premium rates for our property insurance coverage have stayed relatively flat (ranging from [***]% to [***]%) during the policy periods covering the years 2018-2021. Further, the deductible under our property insurance coverage has remained the same over the last five policy periods. We believe this quantitative information supports our view (expressed in our response to the Staff’s prior comment 5) that weather-related events have not had a material impact on the cost to us of insurance.

As stated in our response to the Staff’s prior comment 5, weather-related events also did not have a material impact on the availability to us of insurance. Further, no incumbent coverage provider declined to provide property insurance coverage to us (that is, declined to renew our property insurance coverage) in any of the above-referenced policy periods due to our loss history (weather-related or otherwise).

5. We note your response to prior comment 6 identifies transition risks disclosed in your Form 10-K which appear to focus on changes in regulations and fluctuations in commodity prices. Tell us how you considered disclosing other immediate and long-term transition risks related to climate change that may affect you such as changes in customer behavior, advances in technology, shifts in preferences, and perceptions of the oil and gas industry.

Response: We believe our 2020 Form 10-K disclosures identify the primary immediate and long-term transition risks for EOG, as an E&P company – specifically, (i) regulatory changes related to climate change, (ii) changes in demand for crude oil, natural gas and NGLs prompted

EOG - 006 by such regulatory changes and (iii) fluctuations in commodity prices prompted by (among other things) such regulatory changes and changes in demand, as well as climate-related initiatives and the price and availability of, and demand for, competing energy sources (including alternative energy sources).

The Staff’s comment notes changes in customer behavior, advances in technology, shifts in preferences, and perceptions of the oil and gas industry as examples of other immediate and long-term transition risks related to climate change that may affect EOG. While not specifically referenced in our 2020 Form 10-K disclosures, we believe such examples are encompassed by the risk factor discussion in our 2020 Form 10-K (on pages 13-15) in which we cite various interrelated factors that could impact the prices for crude oil, natural gas and NGLs, including (i) consumer and industrial/commercial demand for crude oil, natural gas and NGLs, (ii) the price and availability of, and demand for, competing energy sources, including alternative energy sources and (iii) the effect of worldwide energy conservation measures, alternative fuel requirements and climate-related initiatives.

Stated otherwise, we believe that changes in customer behavior, advances in technology relating to the energy sector, shifts in preferences and perceptions of the oil and gas industry are reflected through (i) the demand for our products (crude oil, natural gas and NGLs), (ii) the prices we are able to realize for our products, (iii) the cost to us in producing our products and (iv) the regulations governing our business and operations, each of which is addressed and discussed in the Regulation and Risk Factors sections of our 2020 Form 10-K. With respect to advances in technology relating to the energy sector specifically, as is discussed in our 2020 Form 10-K (on page 1), EOG is focused on innovation and utilization of advanced technologies throughout all aspects of our operations, to reduce both risks and costs.

As with our other Form 10-K disclosures filed with the Commission, we regularly reassess our risk factor disclosures and disclosures regarding regulatory matters and business trends in light of the then-current and anticipated regulatory environment and business trends. In preparing the disclosures in our 2021 Form 10-K, we will consider the immediate and long-term transition risks related to climate change that may affect our business and operations, such as those examples cited in the Staff’s comment, and will consider the appropriateness of, and interest and benefit to an investor of, additional and more specific disclosures. Further, as climate-related regulation and business trends continue to evolve, we will provide appropriate updates and additional disclosures in our SEC filings.

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Your response to prior comment 7 states that you did not incur any material increase in compliance costs related to climate change in 2020 and prior fiscal years. Tell us about the compliance costs you have incurred and explain how you concluded the related amounts were not material.

As is discussed in our 2020 Form 10-K, various laws, regulations, treaties and policies in respect of climate change have been enacted, proposed or are currently under consideration. The climate-related laws and regulations that are currently applicable to EOG’s business and operations are principally the emissions-related regulations issued by the U.S. Environmental Protection Agency (“EPA”).

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As is further discussed in our 2020 Form 10-K, these regulations, which are just one subset of the safety and environmental (“S&E”) regulations to which our business and operations are subject, include the EPA’s rule requiring annual reporting of greenhouse gas (“GHG”) emissions.

For purposes of our response to the Staff’s prior comment 7 and this response, it is our view that our costs of complying with the EPA’s emissions-related regulations seem to be the most similar to what the Staff may mean by “compliance costs related to climate change”.

Compliance with the EPA’s emissions-related regulations and other S&E regulations are part of our day-to-day, well-level operations, as the field personnel and other operations personnel in each of our operating offices carry out various S&E-related compliance activities as part of the office’s day-to-day operations. These activities include, among others, inspection, maintenance and repair of infrastructure, facilities and equipment and permitting and approval matters. The expenditures associated with these S&E-related compliance activities are integrated into each operating office’s overall operating expenditures and, depending on the nature of the particular expenditure, are included in “Lease and Well” expense or in “General and Administrative” expense, which are each shown in the “Operating Expenses” section of the consolidated income statements included in our Form 10-K and Form 10-Q filings with the Commission.

In addition to the compliance-related activities carried out by the field personnel and other operations personnel in our operating offices, the S&E personnel and regulatory compliance personnel in our headquarters office and operating offices also carry out various compliance activities related to the EPA’s emissions-related regulations and other S&E regulations. These activities include, among others, compliance with the EPA’s GHG emissions annual reporting rule referenced above, compliance with state and federal air emissions permits and related regulations and the surveys and inspections conducted pursuant to our LDAR program. The operating expenditures related to these compliance activities are integrated into the total operating expenditures of our S&E and regulatory functions and, depending on the nature of the particular expenditure, are included in “Lease and Well” expense or in “General and Administrative” expense on our consolidated income statements.

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Our response to the Staff’s prior comment 7 states that “[i]n fiscal year 2020 (and in prior fiscal years), we did not incur any material increase in compliance costs related to climate change”. As is discussed above, our operating expenditures in complying with the EPA’s emissions-related regulations (which costs, again, seem to be the most similar to what the Staff may mean by “compliance costs related to climate change”) are included in “Lease and Well” expense or “General and Administrative” expense on our consolidated income statements (depending on the nature of the specific expenditure). As indicated in the below table, not only have our Lease and Well expense and our General and Administrative expense (each on a per-barrel of oil equivalent (“Boe”) basis) not materially increased in recent years, but these expenses have either decreased overall (in the case of Lease and Well expense) or remained substantially the same (in the case of General and Administrative expense).

2018

2019

2020

2021

(year-to-date; through 9/30/2021)

Lease and Well Expense per Boe ($)

4.89 4.58 3.85 3.63

General and Administrative Expense per Boe ($) 1.63 1.64 1.75 1.67

We believe this quantitative information and the related narrative discussion provided above support our view (expressed in our response to the Staff’s prior comment 7) that we have not, to-date, incurred any material increase in compliance costs related to climate change.

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We note from your response to prior comment 2 that there are various interrelated factors that could impact the demand for, and prices of, crude oil, natural gas and NGLs. In view of this, it appears that you should provide more detailed disclosure describing the risks specifically associated with developments regarding climate change.

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For example, your existing disclosure makes reference to energy conservation measures, alternative fuel requirements and climate change-related initiatives, but does not appear to fully explain the indirect consequences of these types of business trends in the context of your particular facts and circumstances.

In recognition of developments in climate change disclosure practices since the filing of our 2020 Form 10-K and in response to the Staff’s comment, we will include in our future Form 10-K filings (beginning with our Form 10-K for the fiscal year ended December 31, 2021 to be filed with the Commission on or about February 24, 2022 (“2021 Form 10-K”)) an additional risk factor (i) more specifically discussing the risks associated with climate change-related developments and (ii) referencing our existing risk factor disclosures related to climate change matters.

We anticipate such risk factor

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will read substantially as follows (subject to final EOG internal review and revision):

Developments related to climate change may have a material and adverse effect on us.

Governmental and regulatory bodies, investors, consumers, industry and other stakeholders have been increasingly focused on climate change matters in recent years. This focus, together with changes in consumer and industrial/commercial behavior, preferences and attitudes with respect to the generation and consumption of energy, the use of fossil fuels and the use of products manufactured with, or powered by, fossil fuels, may result in (i) the enactment of climate change-related regulations, policies and initiatives (at the government, corporate and/or investor community levels), including alternative energy requirements and energy conservation measures, (ii) technological advances with respect to the generation, transmission, storage and consumption of energy (e.g., wind, solar and hydrogen power, smart grid technology and battery technology) and (iii) increased availability of, and increased consumer and industrial/commercial demand for, non-fossil fuel energy sources (e.g., alternative energy sources) and products manufactured with, or powered by, non-fossil fuel sources (e.g., electric vehicles and renewable residential and commercial power supplies). These developments may adversely affect the demand for products manufactured with, or powered by, energy opportunity growth fossil fuels and the demand for, and in turn the prices of, the crude oil, natural gas and NGLs that we sell. See the risk factor above for a discussion of the impact of commodity prices (including fluctuations in commodity prices) on our financial condition, cash flows and results of operations.

In addition to potentially adversely affecting the demand for, and prices of, the crude oil, natural gas and NGLs that we sell, such developments may also adversely impact, among other things, the availability to us of necessary third-party services and facilities that we rely on, which may increase our operational costs and adversely affect our ability to explore for, produce, transport and process crude oil, natural gas and NGLs and successfully carry out our business strategy. For further discussion of the potential impact of such risks on our financial condition and results of operations, see the discussion in the section below entitled “Risks Related to our Operations”.

Further, climate change-related developments may result in negative perceptions of the oil and gas industry and, in turn, reputational risks associated with the exploration for, and production of, hydrocarbons. Such negative perceptions and reputational risks may adversely affect our ability to successfully carry out our business strategy, for example, by adversely affecting the availability and cost to us of capital. For further discussion of the potential impact of such risks on our financial condition, cash flows and results of operations, see the discussion below in this section and in the section below entitled “Risks Related to Regulatory and Legal Matters”.

In addition, the enactment of climate change-related regulations, policies and initiatives (at the government, corporate and/or investor community levels) may also result in increases in our compliance costs and other operating costs and have other adverse effects (e.g., greater potential for governmental investigations or litigation). For further discussion regarding the risks to us of climate change-related regulations, policies and initiatives, see the discussion below in the section entitled “Risks Related to Regulatory and Legal Matters”.

In our future Form 10-K filings, beginning with our 2021 Form 10-K filing, we will also revise, as appropriate, the “Regulation” and/or “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our filings, to reference such risks and this additional risk factor disclosure.

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Your response to prior comment 2 states that as a result of reputational risks from the exploration for, and production of, crude oil, natural gas and NGLs, you could experience an increased cost of capital. However, it does not appear that risk factor disclosure in your Form 10-K explains how these types of reputational risks could expose you to potential adverse consequences related to your ability to obtain

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needed financing on satisfactory terms. Revise your disclosure accordingly.

In recognition of developments in climate change disclosure practices since the filing of our 2020 Form 10-K and in response to the Staff’s comment, we will include in our future Form 10-K filings, beginning with our 2021 Form 10-K filing, expanded risk factor disclosure regarding the potential for reputational risks associated with the exploration for, and production of, fossil fuel products to impact the availability and cost to us of capital.

We anticipate we will provide such disclosure by adding disclosure to our existing risk factor entitled “We have substantial capital requirements,

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and we may be unable to obtain needed financing on satisfactory terms, if at all” (set forth in the section entitled “Risks Related to our Financial Condition, Results of Operations and Cash Flows”), and anticipate such additional disclosure will read substantially as follows (subject to final EOG internal review and revision):

In addition, companies in the oil and gas sector may be exposed to increasing reputational risks and, in turn, certain financial risks. Specifically, certain financial institutions (including certain investment advisors and sovereign wealth, pension and endowment funds), in response to concerns related to climate change and the requests and other influence of environmental groups and similar stakeholders, have elected to shift some or all of their investments away from fossil fuel-related sectors, and additional financial institutions and other investors may elect to do likewise in the future. As a result, fewer financial institutions and other investors may be willing to invest in, and provide capital to, companies in the oil and gas sector. A material reduction in capital available to the oil and gas sector could make it more difficult (e.g., due to a lack of investor interest in our equity or debt securities) and/or more costly (e.g., due to higher interest rates on our debt securities or other borrowings) to secure funding for our operations, which, in turn, could adversely affect our ability to successfully carry out our business strategy and have a material and adverse effect on our business, financial condition and operations.

In our future Form 10-K filings, beginning with our 2021 Form 10-K filing, we will also revise, as appropriate, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our filings, to reference such risks and this additional risk factor disclosure.

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We note the discussion in your response to prior comment 5 regarding transition risks related to climate change. Please expand your existing disclosure to specifically describe transition risks such as technological advances in energy storage and power generation and more directly explain how alternative energy sources could affect the behavior of your customers (e.g., due to the use of hybrid or electric vehicles).

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In addition, provide disclosure explaining how perceptions of the oil and gas industry could affect your ability to successfully implement the business strategy described in your Form 10-K.

Please see above our responses to Staff comments 1 and 2, including the additional risk factor disclosure set forth in our responses and to be included in our future Form 10-K filings, beginning with our 2021 Form 10-K filing. Read in the reply ↗

Your response to prior comment 6 states that expenditures associated with compliance activities related to safety and environmental regulations (including climate-related laws and regulations that are currently applicable to your business and operations) are included in “Lease and Well” expense or in “General and Administrative” expense within your consolidated income statements.

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Describe for us in greater detail how you were able to conclude the amounts incurred were not material and your consideration of the disclosure requirement per Item 101(c)(2)(i) of Regulation S-K.

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You state, “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

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evaluate EOG’s performance.” For each non-GAAP measure presented, please revise your disclosure to explain how management uses the measure and why you believe it provides useful information to investors regarding your liquidity or performance. Refer to Item 10(e)(1)(i)(C) and (D) of Regulation S-K.

We historically disclosed the reason(s) and purpose(s) for each non-GAAP financial measure presented on the corresponding reconciliation schedule. For example, see the disclosures set forth in the reconciliation schedules included in

Exhibit 99.1 to our Current Report on Form 8-K furnished on May 7, 2020 (in respect of our first quarter 2020 earnings release) and the disclosures set forth in the reconciliation schedules included in Exhibit 99.1 to our Current Report on Form 8-K furnished on February

27, 2020 (in respect of our fourth quarter and full year 2019 earnings release).

In our

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future disclosures, beginning with the disclosures that will accompany our second quarter 2021 earnings release and related investor materials, we will return to such a disclosure format and will, for each non-GAAP financial measure presented, (i) disclose the reason(s) we believe the non-GAAP financial measure provides useful information to investors and (ii) disclose the purpose(s) for which EOG management uses the non-GAAP financial measure.

energy opportunity growth

United States Securities and Exchange Commission

Specifically, and as an illustration for the Staff’s reference, we expect the substance of our disclosure with respect to the presentation of the non-GAAP financial measure “Adjusted Net Income (Loss) (Non-GAAP)” will read as follows: “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.”

As an additional illustration for the Staff’s reference, we expect the substance of our disclosure with respect to the presentation of the non-GAAP financial measure “Discretionary Cash Flow (Non-GAAP)” will read as follows: “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 (GAAP) for Exploration Costs (excluding Stock-Based Compensation Expenses), Other Non-Current

Income Taxes—Net Receivable, Changes in Components of Working Capital and Other Assets and Liabilities, and Changes in Components of Working Capital Associated with Investing Activities. EOG management uses this information for comparative purposes within the industry.”

As noted above, we will include corresponding disclosure, on the corresponding reconciliation schedule, for each of the other non-GAAP financial measures presented in our future disclosures.

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In the Cost per Barrel of Oil Equivalent, the calculation of total exploration costs excludes certain non-GAAP impairments. Please revise your disclosure to explain what the excluded impairments represent. In addition, please tell us why you believe excluding these impairments from your total exploration costs is appropriate.

In our future disclosures, beginning with the disclosures that will accompany our second quarter 2021 earnings release and related investor materials, we will explain what the excluded impairments represent. In addition, for any other instances in our disclosures where we are excluding certain impairments from impairments calculated in accordance with GAAP, we will include a corresponding explanation.

The excluded impairments referenced by the Staff (and set forth on the “Less: Certain Impairments (Non-GAAP)” line item on page 40 of Exhibit 99.1 to the Form 8-K) were attributable to declines

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in crude oil, natural gas and natural gas liquids prices and certain other non-cash transactions. We believe excluding these impairments from total exploration costs is appropriate and provides useful information to investors, as such impairments were caused by factors outside of EOG’s control (versus, for example, impairments that are due to our proved oil and gas properties not being as productive as we originally estimated).

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We note you present “Composite Average Margin per Boe (Non-GAAP) (excluding DD&A and Total Exploration Costs),” “Composite Average Margin per Boe (Non- GAAP) (excluding Total Exploration Costs),” and “Composite Average Margin per Boe (Non-GAAP) (including Total Exploration Costs).” Given these measures are based on total Wellhead Revenues, less certain expenses it appears these non-GAAP measures should be reconciled

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to the most directly comparable GAAP measure, fully-loaded GAAP gross profit. Refer to Item 10(e)(1)(i)(B) of Regulation S-K. Please tell us how you considered reconciling these measures to GAAP gross profit and revise your disclosure, as necessary.

The Staff’s comment recommends a reconciliation to “fully-loaded GAAP gross profit”, which we believe is a reference to the line item “Operating Income (Loss)” on EOG’s consolidated statements of income (loss). Accordingly, in our future disclosures, beginning with the disclosures that will accompany our second quarter 2021 earnings release and related investor materials, we will include a reconciliation to “Composite Average Operating Income (Loss) per Boe” (or a similarly titled measure) and the corresponding calculations of “Composite Average Operating

Revenues and Other Revenues per Boe”

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and “Composite Average Operating Expenses per Boe” (or similarly titled measures). This additional reconciliation and the corresponding additional line items will be presented in our future disclosures consistent with the “equal or greater prominence” requirement of Item 10(e) of Regulation S-K.

energy opportunity growth

In addition, to the extent we are presenting in any of our future disclosures a composite average margin per Boe measure that is a non-GAAP measure, we will present such measure on a GAAP basis as well, consistent with the “equal or greater prominence” requirement of Item 10(e). For example, on page 41 of Exhibit 99.1 to the Form 8-K, we present the non-GAAP financial measure “Composite Average Margin per Boe (Non-GAAP) (including Total Exploration Costs)”. Such measure is calculated using a non-GAAP version of total exploration costsspecifically, total exploration costs calculated using adjusted (non-GAAP) impairments - that is, impairments calculated otherwise than in accordance with GAAP.

In our future disclosures, beginning with the disclosures that will accompany our second quarter 2021 earnings release and related investor materials, we will include a new composite average margin measure: “Composite Average Margin per Boe (GAAP) (including Total Exploration Costs)” (or a similarly titled measure). This new measure will be calculated using total exploration costs calculated in accordance with GAAP (and including impairments calculated in accordance with GAAP). In addition, and consistent with the “equal or greater prominence” requirement of Item 10(e), this new measure will precede (i.e., be presented prior to) the presentation of “Composite Average Margin per Boe (Non-GAAP) (including Total Exploration Costs)”.

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