EOGEOG Resources

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).

Rest of the question

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.

Rest of the question

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.

[***] Read in the reply ↗