UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



### FORM 10

- K

(Mark One)

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

For the fis cal year ended December 31, 2012

or

 TRANSITION REPORT PU RSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 1

- 9743



### EOG RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware 47

- 0684736

(State or other jurisdiction of

incorporation or organiz ation) (I.R.S. Employer

Identification No.)

1111 Bagby, Sky Lobby 2, Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 713

- 651

- 7000

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

Title of each class Name of each exchange on which registered

Common Stock, par value $0.01 per share New York Stock Exchange

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

None.

Indicate by check mark if the regis trant is a well

- known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Excha nge Act.

Yes  No 

Indica te by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securiti es

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such re ports), and (2)

has been subject to such filing requirements for the past 90 days. Yes  No 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every

Interactive Data File required t o be submitted and posted pursuant to Rule 405 of Regulation S

- T (§ 232.405 of this chapter) during the

preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  No 

Indicate by check mark i f disclosure of delinquent filers pursuant to Item 405 of Regulation S

- K (§ 229.405 of this chapter) is not

contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information st atements incorporated

b y reference in Part III of this Form 10

- K or any amendment to this Form 10

- K. 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non

- accelerated filer, or a smaller

reporting company. See the definit ions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b

- 2 of the

Exchange Act.

Large accelerated filer  Accelerated filer  Non

- accelerated filer  Smaller reporting company 

Indicate by check mark w hether the registrant is a shell company (as defined in Rule 12b

- 2 of the Exchange Act).

Yes  No 

State the aggregate market value of the voting and non

- voting common equity held by non

- affiliates computed by reference to the

price at which the comm on equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the

registrant's most recently completed second fiscal quarter. Common Stock aggregate market value held by non

- affiliates as of June 29 , 201 2 :

$ 24,304,558,319.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable d ate. Class:

Common Stock, par value $0.01 per share, 271,746,510 shares outstanding as of Febru ary 15 , 201 3

.

Documents incorporated by reference. Portions of the Definitive Proxy Statement for the registrant's 201 3 Annual Meeting of

Stockholders

, to be filed within 120 days after December 31, 201 2

, are incorporated by reference into Part III of this report.(i) TABLE OF CONTENTS

Page

PART I

ITEM 1. Business 1

General 1

Business Segments 1

Explorat ion and Production 2

Marketing 6

Wellhead Volumes and Prices 8

Competition 9

Regulation 9

Other Matters 13

Executive Officers of the Registrant 15

ITEM 1A. Risk Factors 16

ITEM 1B. Unresolved Staff Comments 24

ITEM 2. Properties 24

Oil and Gas Exploration and Production

- Properties and Reserves 24

ITEM 3. Legal Proceedings 27

ITEM 4

. Mine Safety Disclosures 27

PART II

ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and

Issuer Purchases of Equity Securities 28

ITEM 6. Selected Financial Data 31

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 32

ITEM 7A. Quantitative and Qualitative Disclosures About Mark et Risk 52

ITEM 8. Financial Statements and Supplementary Data 52

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 52

ITEM 9A. Controls and Procedures 52

ITEM 9B. Other Information 53

PART III

ITEM 10. Directors, Executive Officers and Corporate Governance 54

ITEM 11. Executive Compensation 54

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and 54

Related Stockholder Matters

ITEM 13. Certain Relationships and Related Transactions, and Director Independence 56

ITEM 14. Principal Accounting Fees and Services 56

PART IV

ITEM 15. Exhibits, F inancial Statement Schedules 56

SIGNATURES1 PART I

ITEM 1. Business

General

EOG Resources, Inc., a Delaware corporation organized in 1985, together with its subsidiaries (collectively,

EOG), explores for, develops, produces and markets crude oil and natural gas primarily in major producing basins in

the United States of America (United States or U.S.), Canada, The Republic of Trinidad and Tobago (Trinidad), the

United Kingdom (U.K.), The People's Republic of China (China)

, the Argentine Republic ( Argentina ) and, from time

to time, select other international areas. EOG's principal producing areas are further described in "Exploration and

Production" below. EOG's Annual Reports on Form 10

- K, Quarterly Reports on Form 10

- Q, Current Reports on

Form 8

- K and any amendments to those reports are made available, free of charge, through EOG's website, as soon

as reasonably practicable after such reports have been filed with the United States Securities and Exchange

Commission (SEC). EOG's website address i s www.eogresources.com.

At December 31, 201 2 , EOG's total estimated net proved reserves were 1,811 million barrels of oil

equivalent (MMBoe), of which 701 million barrels (MMBbl) were crude oil and condensate reserves, 320 MMBbl

were natural gas liquids (NGLs) reserves and 4,740 billion cubic feet, or 790 MMBoe, were natural gas reserves (see

Supplemental Information to Consolidated Financial Statements). At such date, approximately 92 % of EOG's net

proved reserves

, on a crude oil equivalent basis, were located in the United States, 6 % in Trinidad and 2 % in

Canada. Crude oil equivalent volumes are determined using the ratio of 1.0 barrel of crude oil and condensate or

NGLs to 6.0 thousand cubic feet (Mcf) of natural gas.

As of December 31, 2012 , EOG em ployed approximately 2,650 persons, including foreign national

employees.

EOG's business strategy is to maximize the rate of return on investment of capital by controlling operating

and capital costs and maximizing reserve recoveries. This strategy is i ntended to enhance the generation of cash

flow and earnings from each unit of production on a cost

- effective basis. EOG is focused on cost

- effective

utilization of advanced technology associated with three

- dimensional seismic and microseismic data, the

de velopment of reservoir simulation models, the use of improved drill bits, mud motors and mud additives for

horizontal drilling, formation evaluation, and horizontal completion methods. These advanced technologies are used,

as appropriate, throughout EOG to reduce the risks associated with all aspects of oil and gas exploration,

development and exploitation. EOG implements its strategy by emphasizing the drilling of internally generated

prospects in order to find and develop low

- cost reserves. Maintaining the lowest possible operating cost structure

that is consistent with prudent and safe operations is also an important goal in the implementation of EOG's strategy.

With respect to information on EOG's working interest in wells or acreage, "net" oil and g as wells or

acreage are determined by multiplying "gross" oil and gas wells or acreage by EOG's working interest in the wells or

acreage.

Business Segments

EOG's operations are all crude oil and natural gas exploration and production related. For finan cial

information about our reportable segments (including financial information by segment geographic area), see Note

10 to Consolidated Financial Statements. For information regardin g the risks associated with EOG' s foreign

operations, see ITEM 1A. Risk Factors.2

Exploration and Production

United States and Canada Operations

EOG's operations are focused i n most of the productive basins in the United States and Canada, with a

current focus on crude oil and

, to a lesser extent, liquids

- rich natural ga s plays.

At December 31, 2012, 40% of EOG's net proved reserves in the United States and Canada (on a crude oil

equivalent basis) were crude oil and condensate, 1 9% were NGLs and 41% were natural gas. Substantial portions of

these reserves are in long

- l ived fields with well

- established production characteristics. EOG believes that

opportunities exist to increase production through continued development in and around many of these fields and

through the utilization of the applicable technologies. EOG al so maintains an active exploration program designed

to extend fields and add new trends and resource plays to its already broad portfolio. The following is a summary of

significant developments during 2012 and certain 2013 plans for EOG's United States an d Canada operations.

United States. The Eagle Ford Shale

, with well

- defined crude oil, wet gas and dry gas trends, has proven to

have the best crude oil economics of any of EOG's shale plays. EOG was one of the first compan ies to recognize the

potentia l of the E agle Ford Shale and capture d what EOG believes to be the best crude oil acreage position with in

the play . With 569 ,000 of its 639 ,000 net acres within the crude oil window, EOG is the largest oil producer in the

play with year

- end volumes of 106 thousand barrels of oil equivalent per day ( MBoed ) , net, of which 75 % were

crude oil and condensate volumes

. EOG's t otal Eagle Ford production for 2012 increased approximately 150% to

94.4 MBoed from 37.7 MBoed in 2011.

EOG has a large contiguous acrea ge block that enhances the economics of the play through the efficient

development of crude oil and natural gas gathering systems, as well as processing plants to extract NGLs. EOG is

also an anchor shipper on the Enterprise P roducts Partner s L.P. crude o il pipeline which began deliver ing crude oil

from the Eagle Ford into the Texas Gulf Coast refining complex in July 2012 . EOG has established a reputation of

being a low

- cost operator and

, by utilizing its self

- sourced sand along with dedicated frac crew s and other services, is

able to consistently deliver the lowest cost and highest productivity of any operator , further enhancing the economics

of the play. EOG drilled 352 net wells in 2012 in this play and , in 2013

, plans to drill approximately 400 net wells

with a 2 6

- rig program

.

During 2012, EOG continued development of its liquids

- rich Barnett Shale Combo play in the Fort Worth

Basin. EOG drilled 190 net Barnett Combo wells and continued to up grade the quality of its acreage position and

add potent ial drilling locations in the liquids

- rich Combo core area. In 2012, the average net daily total production

in the Barnett Shale averaged approximately 38.8 thousand barrels per day ( MBbld ) of crude oil and condensate and

NGLs and approximately 368 millio n cubic feet per day (MMcfd) of natural gas. For 2013, EOG will continue to be

active in this play with plans to drill an additional 130 net Barnett Shale Combo wells. With a large acreage position

of approximately 430,000 net acres in the Barnett Shale and a history of strong drilling results, EOG expects to

continue to be an active driller in the Fort Worth Basin Barnett Shale for many years.

Also during 2012, EOG continued its strong liquids development i n t he Rocky Mountain area . I n the

Williston B asin, where production is approximately 85% crude oil, 62 net wells were drilled in 2012

. EOG has

continued its development of the Turner Sand formation in the Powder River Basin

, where EOG has drilled 12 net

wells, each producing liquids

- rich natural gas

. Net average production for the entire Rocky Mountain area for 2012

was 51.8 MBbld of crude oil and condensate and NGLs , an increase of 11% over the prior year. Natural gas

production decreased 7% compared to 2011 levels as EOG reduced its activity in t he Uinta Basin, drilling 18 net

wells during 2012

, consistent with its strategy to de

- emphasiz e natural gas drilling. EOG holds approximately 1.3

million net acres in the Rocky Mountain area and expects to drill 51 net wells in 2013

.

In 2012, EOG drille d and participated in 105 net wells in the Permian Basin to develop its liquids

- rich

Leonard

- Avalon, Bone Spring and Wolfcamp plays. EOG is well positioned with approximately 73 ,000 net acres in

the Leonard

- Avalon Shale and Bone Spring , and 114,000 net ac res in the Wolfcamp Shale, all within the Delaware

Basin

. Additionally, EOG has approximately 13 3 ,000 net acres in the Wolfcamp S hale within the Midland Basin.

Net production for 2012 averaged 16. 5 MBbld of crude oil and condensate and NGLs and 44 MMcfd of natural gas.

After divestitures in 2012, EOG holds approximately 450,000 net acres throughout the Permian Basin. In 2013,

EOG plans to continue the expansion and development of the Leonard

- Avalon , Bone Spring and Wolfcamp plays by

drilling 63 net well s.3 In the South Texas area, EOG drilled 34 net wells in 2012. Net production during 2012 averaged 5.2

MBbld of crude oil and condensate and NGLs and 116 MMcfd of natural gas. EOG's activity was focused in San

Patricio, Nueces, Brooks, Kenedy and Klebe rg Counties

, where EOG will continue to exploit the liquids

- rich Frio

and Vicksburg sands utilizing vertical and horizontal well ap p lications

.

In December 2012, EOG entered into a j oint v enture with respect to the King Ranch (Ranch) in South

Texas

. EO G has assumed the operatorship and has acquired the right to explore on approximately 364 ,000 gross

acres. EOG has also assumed a 50% working interest in the production on the R anch as well as 50% of the plugging

and abandonment cost liabilities and decom missioning cost liabilities for existing wells and certain facilities on the

R anch . Current net production from the R anch is approximately 1 .1 M Bbld of crude oil and condensate, 1 .5 M Bbld

of NGLs and 28 MMcfd of natural gas

. The e xploration potential of the R anch includes the Frio Anomalina and

Vicksburg t rends.

In the Upper Gulf Coast region, EOG drilled 19 net wells

, and net production averaged 19 1 MMcfd of

natural gas and 0.4 MBbld of crude oil and condensate and NGLs in 2012. The Haynesville and Bossier Shale plays

located near the Texas

- Louisiana border continue to be core natural gas assets

. EOG controls 160,000 net acres , all

within the highly productive areas of the se play s . Due to low natural gas prices, EOG plans to defer drilling in the

H aynesville until natural gas economics support the activity. EOG holds a total of approximately 485,000 net acres

in the Upper Gulf Coast region and plans to drill 15 net wells targeting crude oil projects during 2013.

In 2012, EOG continued to expand its activities in the Mid

- Continent area with continued growth and

extension of its Western Anadarko Basin core area. For the year, EOG averaged net production of 8. 0 MBbld of

crude oil and condensate and NGLs and 44 MMcfd of natural gas. Total liquids v olumes increased 14% in 2012

compared to 2011. In 2012, EOG continued its successful horizontal exploitation of the Cleveland and Marmaton

sandstones, drilling 35 net wells. Since 2002, EOG has drilled over 270 net wells in these plays and holds

approxim ately 125,000 net acres throughout the trend. In 2013, approximately 35 net wells are planned in order to

further exploit these liquids

- rich plays.

During the first half of 2012, EOG continued the development of its Pennsylvania Marcellus Shale asset,

c ompleting 19 net wells. EOG reduced its operations in the second half of 2012, dropping from 3 drilling rigs to 1

drilling rig

, with activities focused on its Bradford County

, Pennsylvania

, acreage . In 2012, net gas production

averaged approximately 43 M Mcfd

, an increase of 2 4 % from 2011. EOG plans to drill 4 net wells in Bradford

County during 2013 for acreage retention . EOG holds approximately 170,000 net acres in the Pennsylvania

Ma rcellus Shale play.

At December 31, 2012, EOG held approximately 3. 0 million net undeveloped acres in the United States.

During 2012, EOG continued the expansion of its gathering and processing activities in the Barnett Shale in

North Texas, the Bakken and Three Forks plays in North Dakota and the Eagle Ford Shale in So uth Texas. EOG

owned natural gas processing capacity at December 31, 2012

, in the Barnett Shale and Eagle Ford S hale was 120

MMcfd and 250 MMcfd, respectively.

In April 2012, a newly

- constructed crude oil unloading facility in St. James, Louisiana

, beca me operational.

O wned by EOG and NuStar Energy L.P. , t his facility provides access to one of the key premium markets in the U

. S

. , where sales are based upon the Light Louisiana Sweet (LLS) crude oil index

. The St. James facility can

accommodate multiple t rains at a single time and has a capacity of approximately 120 MBbld. EOG's share of that

capacity is 100 MB b ld.

Additionally, in support of its operations in the Williston Basin, EOG continued to increase the utilization

of its crude oil loading faci lity near Stanley, North Dakota, to transport its crude oil production and crude oil

purchas ed from third

- party producers. EOG loaded 322 unit trains (each unit train typically consists of 100 cars and

has a total aggregate capacity of approximately 70,00 0 barrels of crude oil) with crude oil for transport to Stroud,

Oklahoma, St. James, Louisiana, and certain other destinations in the U.S.4 In Stroud, Oklahoma, EOG owns a crude oil un loading facility and a pipeline to transport crude oil to the

Cushing , Oklahoma, trading hub. T hese facilities have the capacity to unload approximately 90 MBbld of crude oil.

In the South Texas Eagle Ford, EOG continued to use its crude oil loading facility in Harwood, Texas. At

this facility, crude oil is loaded onto unit trains of approximately 70 cars each, with aggregate capacity of

approximately 45,000 barrels per train, and shipped to destinations on the U.S. Gulf Coast. During 2012, a total of

98 rail shipments were made from the Harwood facility.

In support o f its Permian Basin operations, EOG commenced shipments from its Barnhart , Texas, crude oil

loading facility in mid

- 2012 and continues to increase shipments from that region to markets on the U.S. Gulf Coast.

During 2012, EOG shipped 24 unit trains from th is facility. Each unit train currently consists of approximately 70

cars each, with aggregate capacity of approximately 45,000 barrels per train.

EOG believes that its crude

- by

- rail facilities provide a distinct competitive advantage , giving it the abil ity to

direct its crude oil shipments via rail car to the most favorable markets.

Since 2008, EOG has been operating its own sand mine and sand processing plant located in Hood County,

Texas, helping to fulfill EOG's sand needs for its well completion op erations in the Barnett Shale Combo play.

At its second Hood County sand processing plant that was purchased in 2011, EOG continued to process

raw EOG

- owned sand from Wisconsin. After final processing at the Hood County facility, the sand is being uti lized

in completion operations in several key EOG plays.

EOG also increased production of processed sand at its new state

- of

- the

- art Chippewa Falls, Wisconsin,

sand plant. The plant process es sand from multiple nearby EOG

- owned sand mines. The first u nit train of processed

sand was dispatched from Chippewa Falls in January 2012. During 2012, EOG shipped 70 sand unit trains of

approximately 100 cars each to a new EOG sand storage facility in Refugio, Texas.

EOG also installed and commissioned a resin coating plant at the Refugio sand storage facility where s and

can also be coated for added strength. From Refugio, the sand is shipped primarily to the South Texas Eagle Ford

Shale

. EOG also ships its processed sand to other plays, including the North D akota Bakken and the Permian Basin.

Canada. EOG conducts operations in Canada through its wholly

- owned subsidiary, EOG Resources

Canada Inc. (EOGRC), from its offices in Calgary, Alberta. During 2012, EOGRC continued its focus on horizontal

crude oil growth, mainly through its development of the shallow Spearfish formation in southwest Manitoba. Other

drilling activity was directed to acreage retention in its bigger target horizontal natural gas play in the Horn River

Basin of British Columbia. EOG' s entire acreage position in the Horn River Basin has now be en converted from

drilling licenses to production leases that will remain intact for a period of ten years from the conversion point. Of

the 135 net wells EOGRC drilled or participated in during 2 012 , 124 were horizontal wells in oil plays, 7 were

horizontal natural gas acreage retention wells and the remaining 4 were vertical wells. In 2013, EOGR C will

continue to develop its Manitoba property and identify new targets in Alberta. In 2012, n et cr ude oil and condensate

and NGL production was 7. 8 MBbld and net natural gas production was 95 MMcfd.

At December 31, 2012, EOGRC held approximately 638,000 net undeveloped acres in Canada.

EOGRC own ed a 30% interest in both the planned liquefied natu ral gas export terminal to be located near

the Port of Kitimat, British Columbia (Kitimat LNG Terminal) and the proposed Pacific Trail Pipeline s (PTP) which

is intended to link Western Canada' s natural gas producing regions to the Kitimat LNG T erminal. In December

2012, EOGRC signed a purchase and sale agreement for the sale of its entire interest in the Kitimat LNG Terminal

and PTP

, as well as approximately 28,500 undeveloped net acres in the Horn River Basin, to Chevron Canada

Limited. The transaction c lose d in February 2013.5

Operations Outside the United States and Canada

EOG has operations offshore Trinidad, in the U.K. North Sea and East Irish Sea, in the China Sichuan

Basin and in the Neuquén Basin of Argentina, and is evaluating additional e xploration, development and exploitation

opportunities in these and other select international areas.

Trinidad . EOG, through several of its subsidiaries, including EOG Resources Trinidad Limited,

 holds an 80% working interest in the exploration and p roduction license covering the South East Coast

Consortium (SECC) Block offshore Trinidad, except in the Deep Ibis area in which EOG's working

interest decreased as a result of a third

- party farm

- out agreement;

 holds an 80% working interest in the explorat ion and production license covering the Pelican Field and

its related facilities;

 holds a 50% working interest in the exploration and production license covering the EMZ Area offshore

Trinidad;

 holds a 100% working interest in a production sharing contract with the Government of Trinidad and

Tobago for each of the Modified U(a) Block, Modified U(b) Block and Block 4(a);

 owns a 12% equity interest in an anhydrous ammonia plant in Point Lisas, Trinidad, that is owned and

operated by Caribbean Nitrogen Company Limited; and

 owns a 10% equity interest in an anhydrous ammonia plant in Point Lisas, Trinidad

, that is owned and

operated by Nitrogen (2000) Unlimited.

Several fields in the SECC Block, Modified U(a) Block and Modified U(b) Block, as well as the Pelica n

Field, have been developed and are producing natural gas and crude oil and condensate

. P roduction from both the

Toucan Field in Block 4(a) and the adjacent EMZ Area began in February 2012 to supply natural gas under a contract

with the National Gas Comp any of Trinidad and Tobago (NGC).

During the fourth quarter of 2012, EOG began drilling an exploratory well in the Modified U(a) Block

which was successful . This well and three additional development wells to be drilled in 2013 will be completed

durin g the first half of 2013.

Natural gas from EOG's Trinidad operations currently is sold to NGC or its subsidiary. In 2013, c ertain

agreements with NGC require EOG's Trinidad operations to deliver approximately 470 MMcfd ( 360 MMcfd, net ) of

natural gas, u nder current economic conditions. EOG intends to fulfill these natural gas delivery obligations by

using production from existing proved reserves. Crude oil and condensate from EOG's Trinidad operations currently

is sold to the Petroleum Company of Trini dad and Tobago Limited

.

In 201 2 , EOG's average net production from Trinidad was 378 MMcfd of natural gas and 1.5 MBbld of

crude oil and condensate.

At December 31, 201 2 , EOG held approximately 39, 000 net undeveloped acres in Trinidad.

United Kingd om. EOG's subsidiary, EOG Resources United Kingdom Limited (EOGUK), owns a 25%

non

- operating working interest in a portion of Block 49/16a, located in the Southern Gas Basin of the North Sea.

During 201 2 , production continued from the Valkyrie field in t his block

.

EOGUK also owns a 30% non

- operating working interest in a portion of Blocks 53/1 and 53/2. These

blocks are also located in the Southern Gas Basin of the North Sea.

In 2006, EOGUK participated in the drilling and successful testing of t he Columbus prospect in the Central

North Sea Block 23/16f. EOG has a 25% non

- operating working interest in this block. A successful Columbus

natural gas prospect appraisal well was drilled during the third quarter of 2007. The field operator submitted a

revised field development plan to the U.K. Department of Energy and Climate Change (DECC) in the third quarter

of 201 2 with approval expected in the second quarter of 201 3

. The project participants are currently negotiating

commercial agreements.6 In 2007, EOGUK was awarded a license for two blocks in the East Irish Sea

– Blocks 110/7b and 110/12a.

In 2009, EOGUK drilled a successful exploratory well in its East Irish Sea B lock 110/12a. Well 110/12

- 6, in which

EOGUK has a 100% working interest, was a n oil discovery and was designated the Conwy field. In 2010, EOGUK

added an adjoining field in its East Irish Sea block, designated Corfe, to its overall development plans. The f ield

development plans for the Conwy / Corfe project were approved by the DECC in March 2012. The production

platform was installed during the second quarter of 2012 and the pipelines were installed in the fourth quarter of

2012. EOG expects to begin processing facility installation during the first half of 2013

. The Conwy devel opment

drilling program is expected to commence during the second quarter of 2013, with initial production expected in the

fourth quarter of 2013.

In 2009, EOGUK was awarded a license for Block 21/12b in the Central North Sea where it expects to drill

an exploratory well to test a crude oil prospect in late 2013. EOGUK has 100% interest in this block.

In 201 2 , production averaged 2 MMcfd of natural gas, net, in the United Kingdom.

At December 31, 2012 , EOG held approximately 95, 000 net undeveloped acres in the United Kingdom.

China. In July 2008, EOG acquired rights from ConocoPhillips in a Petroleum Contract covering the

Chuanzhong Block exploration area in the Sichuan Basin, Sichuan Province, China. In October 2008, EOG obtained

the rights to shallower zones on the acreage acquired.

In 201 2 , production averaged 8 MMcfd of natural gas, net, in China.

At December 31, 201 2 , EOG held approximately 131, 000 net developed acres in China.

Argentina

. In 2011, EOG signed two exploration contracts and one farm

- in agreement covering

approximately 80 ,000 net acres in the Neuquén Basin in Neuquén Province, Argentina. During the first half of 2012,

EOG participated in the drilling and completion of a vertical well in the Bajo de l Toro Block. In the f irst half of

201 2 , EOG drill ed a well to monitor future well completions in the Aguada del Chivato Block and drilled and

completed a horizontal well in this block. Both the horizontal and vertical wells that were completed are under

evaluation. During th e first quarter of 2013, EOG plans to complete the monitoring well in the Aguada del Chivato

Block.

Other International. EOG continues to evaluate other select crude oil and natural gas opportunities outside

the United States and Canada primarily by pur suing exploitation opportunities in countries where indigenous crude

oil and natural gas reserves have been identified.

Marketing

In 2012, EOG's wellhead crude oil and condensate production was sold into local markets or transported either

by pipeline

, truck or EOG's crude

- by

- rail assets to downstream markets. In each case, the price received was based on

market prices at that specific sales point or based on the price index applicable for that location. Major sales points

include d Clearbrook, Minnesot a, Cushing, Oklahoma, St. James, Louisiana, and the U.S. Gulf Coast. In 201 3 , the

pricing mechanism for such production is expected to remain the same.

In 2012, EOG processed certain of its natural gas production, either at EOG

- owned plants or at third

- party

plants, extracting NGLs. NGLs were sold at prevailing market prices. In 2013, the pricing mechanism for such

production is expected to remain the same.

In 201 2

, EOG's United States and Canada wellhead natural gas production was sold into local ma rkets or

transported by pipeline to downstream market s . Pricing, based on the spot market and long

- term natural gas contracts,

was at prevailing market prices. In 201 3 , the pricing mechanism for such production is expected to remain the same

.

In 201 2

, a large majority of the wellhead natural gas volumes from Trinidad were sold under contracts with

prices which were either wholly or partially dependent on Caribbean ammonia index prices and/or methanol prices. The

remaining volumes were sold under a cont ract at prices partially dependent on United States Henry Hub market

prices. The pricing mechanisms for these contracts in Trinidad are expected to remain the same in 201 3

.7 In 201 2 , all wellhead natural gas volumes from the United Kingdom were sold o n the spot market. The

201 3 marketing strategy for wellhead natural gas volumes from the United Kingdom is expected to remain the same.

EOG is currently investigating possible marketing opportunities for its wellhead crude oil due to the anticipated start

of EOG's crude oil production in the United Kingdom in the fourth quarter of 2013.

In 201 2 , all of the wellhead natural gas volumes from China were sold under a contract with prices based on

the purchaser's pipeline sales prices to various local market segments. The pricing mechanism for the contract in

China is expected to remain the same in 201 3

.

In certain instances, EOG purchases and sells third

- party crude oil and natural gas in order to balance firm

transportation capacity with production in cer tain areas and to utilize excess capacity at EOG

- owned facilities

.

During 201 2

, a single purchaser accounted for 19.8% of EOG's total wellhead crude oil and condensate

, NGLs

and natural gas revenues and gathering, processing and marketing revenues . EO G does not believe that the loss of any

single purchaser would have a material adverse effect on its financial condition or results of operations.8

Wellhead Volumes and Prices

The following table sets forth certain information regarding EOG's wellhead v olumes of, and average prices

for, crude oil and condensate, NGLs and natural gas

. The table also presents crude oil equivalent volumes which are

determined using the ratio of 1.0 barrel of crude oil and condensate or NGLs to 6.0 Mcf of natural gas for eac h of the

years ended December 31, 201 2

, 2011 and 2010

.

Year Ended December 31 201 2 2011 2010

Crude Oil and Condensate Volumes (MBbld) (1)

United States:

Eagle Ford 72.3 30.2 4.1

Barnett 13.0 15.2 6.8

Other 64.0 56.6 52.3

United States 149.3 102.0 63.2

Canada 7.0 7.9 6.7

Trinidad 1.5 3.4 4.7

Other International (2) 0

. 1 0.1 0.1

Total 157.9 113.4 74.7

Natural Gas Liquids Volumes (MBbld) (1)

United States:

Eagle Ford 11.2 3.9 0.2

Barnett 25.8 22.6 16.3

Other 18. 1 15.0 13.0

United States 55. 1 41.5 29.5

Canada 0.8 0.9 0.9

Total 55.9 42.4 30.4

Natural Gas Volumes (MMcfd) (1)

United States:

Eagle Ford 65 21 4

Barnett 36 8 403 404

Other 60 1 689 725

United States 1,034 1,113 1,133

Canada 95 132 200

Trinidad 378 344 341

Other International (2) 9 13 14

Total 1,516 1,602 1,688

Crude Oil Equivalent Volumes (MBoed) (3)

United States:

Eagle Ford 94.4 37.7 5.0

Barnett 100. 1 105.0 90.5

Other 182.1 186.4 186.0

United States 376. 6 329.1 281.5

Canada 23.6 30.7 40.9

Trinidad 64.5 60.7 61.5

Other International (2) 1.7 2.2 2. 5

Total 466. 4 422.7 386.4

Total MMBoe (3) 170. 7 154.3 141.19

Year Ended December 31 2012 2011 2010

Average Crude Oil and Condensate Prices ($/Bbl) (4)

United States $ 98.38 $ 92.92 $ 74.88

Canada 86.08 91.92 72 .66

Trinidad 92.26 90.62 68.80

Other International (2) 89.57 100.11 73.11

Composite 97.77 92.79 74.29

Average Natural Gas Liquids Prices ($/Bbl) (4)

United States $ 35.41 $ 50.37 $ 41.68

Canada 44.13 52.69 43.40

Comp osite 35.54 50.41 41.73

Average Natural Gas Prices ($/Mcf) (4)

United States $ 2.51 $ 3.92 $ 4.30

Canada 2.49 3.71 3.91

Trinidad 3.72 3.53 2.65

Other International (2) 5

. 71 5.62 4.90

Composite 2.83 3.83 3.93

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

(2) Other International includes EOG's United Kingdom

, China and Argentina operations.

(3) Thousand barrels of oil equivalent per day or million barrels of oil equivalent, as ap plicable; includes crude oil and condensate,

NGLs and natural gas. MMBoe is calculated by multiplying the MBoed amount by the number of days in the period and then

dividing that amount by one thousand.

(4) Dollars per barrel or per thousand cubic feet , as applicable. Excludes the impact of financial commodity derivative instruments

(see Note 11 to Consolidated Financial Statements)

.

Competition

EOG competes with major integrated oil and gas companies, government

- affiliated oil and gas companies

and oth er independent oil and gas companies for the acquisition of licenses and leases, properties and reserves and

the equipment, materials, services and employees and other contract personnel (including geologists, geophysicists,

engineers and other specialists ) required to explore for, develop, produce and market crude oil and natural gas.

Moreover, many of EOG's competitors have financial and other resources substantially greater than those EOG

possesses and have established strategic long

- term positions and strong governmental relationships in countries in

which EOG may seek new or expanded entry. As a consequence, EOG may be at a competitive disadvantage in

certain respects, such as in bidding for drilling rights. In addition, many of EOG's larger competit ors may have a

competitive advantage when responding to factors that affect demand for crude oil and natural gas, such as changing

worldwide prices and levels of production and the cost and availability of alternative fuels. EOG also faces

competition, to a lesser extent, from competing energy sources, such as alternative energy sources.

Regulation

United States Regulation of Crude Oil and Natural Gas Production. Crude oil and natural gas production

operations are subject to various types of regulation , including regulation in the United States by federal and state

agencies.

United States legislation affecting the oil and gas industry is under constant review for amendment or

expansion. In addition, numerous departments and agencies, both federal and state, are authorized by statute to issue,

and have issued, rules and regulations applicable to the oil and gas industry. Such rules and regulations, among other

things, require permits for the drilling of wells, regulate the spacing of wells, prevent th e waste of natural gas through

restrictions on flaring, require drilling bonds and regulate the calculation and disbursement of royalty payments,

production taxes and ad valorem taxes.10 A substantial portion of EOG's oil and gas leases in Utah, New Me xico, Wyoming and the Gulf of Mexico, as

well as some in other areas, are granted by the federal government and administered by the Bureau of Land Management

(BLM) or, in the case of offshore leases, by the Bureau of Ocean Energy Management (BOEM) and the Bureau of

Safety and Environmental Enforcement (BSEE), all federal agencies. Operations conducted by EOG on federal oil and

gas leases must comply with numerous additional statutory and regulatory restrictions. Certain operations must be

conducted pursua nt to appropriate permits issued by the BLM or the BSEE.

BLM and BOEM leases contain relatively standardized terms requiring compliance with detailed regulations

and, in the case of offshore leases, orders pursuant to the Outer Continental Shelf Lands Ac t (which are subject to

change by the BOEM or BSEE). Under certain circumstances, the BLM, BOEM or the BSEE may require operations

on federal leases to be suspended or terminated. Any such suspension or termination could materially and adversely

affect E OG's interests.

The transportation and sale for resale of natural gas in interstate commerce are regulated pursuant to the

Natural Gas Act of 1938 (NGA) and the Natural Gas Policy Act of 1978. These statutes are administered by the Federal

Energy Regula tory Commission (FERC). Effective January 1993, the Natural Gas Wellhead Decontrol Act of 1989

deregulated natural gas prices for all "first sales" of natural gas, which includes all sales by EOG of its own production.

All other sales of natural gas by E OG, such as those of natural gas purchased from third parties, remain jurisdictional

sales subject to a blanket sales certificate under the NGA, which has flexible terms and conditions. Consequently, all of

EOG's sales of natural gas currently may be made at market prices, subject to applicable contract provisions. EOG's

jurisdictional sales, however, are subject to the future possibility of greater federal oversight, including the possibility

that the FERC might prospectively impose more restrictive cond itions on such sales. Conversely, sales of crude oil and

condensate and NGLs by EOG are made at unregulated market prices.

EOG owns certain gathering and /or processing facilities in the Barnett Shale in North Texas, the Bakken and

Three Forks plays in N orth Dakota, and the Eagle Ford Shale in South Texas. State regulation of gathering and

processing facilities generally includes various safety, environmental and, in some circumstances, nondiscriminatory

take requirements, but does not generally entail r ate regulation. EOG's gathering and processing operations could be

materially and adversely affected should they be subject in the future to the application of state or federal regulation of

rates and services.

EOG's gathering and processing operations also may be, or become, subject to safety and operational

regulations relating to the design, installation, testing, construction, operation, replacement and management of such

facilities. Additional rules and legislation pertaining to these matters are c onsidered and/or adopted from time to time.

Although EOG cannot predict what effect, if any, such legislation might have on its operations and financial condition,

the industry could be required to incur additional capital expenditures and increased costs depending on future

legislative and regulatory changes.

Proposals and proceedings that might affect the oil and gas industry are considered from time to time by

Congress, the state legislatures, the FERC and federal and state regulatory commissions and courts. EOG cannot predict

when or whether any such proposals or proceedings may become effective. It should also be noted that the oil and gas

industry historically has been very heavily regulated; therefore, there is no assurance that the approach curr ently being

followed by such legislative bodies and regulatory agencies and courts will continue indefinitely.

Canadian Regulation of Crude Oil and Natural Gas Production . The oil and gas industry in Canada is

subject to extensive controls and regulatio ns imposed by various levels of government. These regulatory authorities

may impose regulations on or otherwise intervene in the oil and gas industry with respect to taxes and factors

affecting prices, transportation rates, the exportation of the commodit y and, possibly, expropriation or cancellation of

contract rights. Such regulations may be changed from time to time in response to economic, political or other

factors. The implementation of new regulations or the modification of existing regulations af fecting the oil and gas

industry could reduce demand for these commodities or increase EOG's costs and, therefore, may have a material

adverse impact on EOG's operations and financial condition.

It is not expected that any of these controls or regulati ons will affect EOG's operations in a manner

materially different than they would affect other oil and gas companies of similar size; however, EOG is unable to

predict what additional legislation or amendments may be enacted or how such additional legislat ion or amendments

may affect EOG's operations and financial condition.11 In addition, each province has regulations that govern land tenure, royalties, production rates and other

matters. The royalty system in Canada is a significant factor in the profi tability of crude oil and natural gas

production. Royalties payable on production from freehold lands are determined by negotiations between the

mineral owner and the lessee, although production from such lands is also subject to certain provincial taxes and

royalties. Royalties payable on lands that the government has an interest in are determined by government regulation

and are generally calculated as a percentage of the value of the gross production, and the rate of royalties payable

generally depends

, in part

, on prescribed reference prices, well productivity, geographical location, field discovery

date and the type and quality of the petroleum product produced. From time to time, the federal and provincial

governments of Canada have also established incentive programs such as royalty rate reductions, royalty holidays

and tax credits for the purpose of encouraging oil and gas exploration or enhanced recovery projects. These

incentives generally have the effect of increasing EOG's revenues, earnings a nd cash flow.

Environmental Regulation

- United States. EOG is subject to various federal, state and local laws and

regulations covering the discharge of materials into the environment or otherwise relating to the protection of the

environment. These l aws and regulations affect EOG's operations and costs as a result of their effect on crude oil and

natural gas exploration, development and production operations. Failure to comply with these laws and regulations may

result in the assessment of administra tive, civil and criminal penalties, including the assessment of monetary penalties,

the imposition of investigatory and remedial obligations, the suspension or revocation of necessary permits, licenses and

authorizations, the requirement that additional po llution controls be installed and the issuance of orders enjoining future

operations or imposing additional compliance requirements

.

In addition, EOG has acquired certain oil and gas properties from third parties whose actions with respect to

the manag ement and disposal or release of hydrocarbons or other wastes were not under EOG's control

. U nder

environmental laws and regulations, EOG could be required to remove or remediate wastes disposed of or released by

prior owners or operators. EOG also could incur costs related to the clean

- up of third

- party sites to which it sent

regulated substances for disposal or to which it sent equipment for cleaning, and for damages to natural resources or

other claims related to releases of regulated substances at suc h third

- party sites. In addition, EOG could be responsible

under environmental laws and regulations for oil and gas properties in which EOG previously owned or currently owns

an interest, but was or is not the operator. Moreover, EOG is subject to the U. S. Environmental Protection Agency's

(U.S. EPA) rule requiring annual reporting of greenhouse gas (GHG) emissions and may in the future, as discussed

further below, be subject to federal, state and local laws and regulations regarding hydraulic fracturing.

Compliance with environmental laws and regulations increases EOG's overall cost of business, but has not had,

to date, a material adverse effect on EOG's operations, financial condition or results of operations. It is not anticipated,

based on current laws and regulations, that EOG will be required in the near future to expend amounts (whether for

environmental control facilities or otherwise) that are material in relation to its total exploration and development

expenditure program in order to comply w ith such laws and regulations. However, given that such laws and

regulations are subject to change, EOG is unable to predict the ultimate cost of compliance or the ultimate effect on

EOG's operations, financial condition and results of operations.

Clima te Change

- United States . Local, state, national and international regulatory bodies have been

increasingly focused on GHG emissions and climate change issues in recent years. In addition to the U.S. EPA's rule

requiring annual reporting of GHG emission s, recent U.S. EPA rulemaking may result in the regulation of GHGs as

pollutants under the federal Clean Air Act. EOG supports efforts to understand and address the contribution of human

activities to global climate change through the application of sound scientific research and analysis. Moreover, EOG

believes that its strategy to reduce GHG emissions throughout its operations is in the best interest of the environment and

is a generally good business practice.

EOG has developed a system that is utili zed in calculating GHG emissions from its operating facilities. This

emissions management system calculates emissions based on recognized regulatory methodologies, where applicable,

and on commonly accepted engineering practices. EOG is now reporting GHG emissions for facilities covered under

the U.S. EPA's Mandatory Reporting of Greenhouse Gases Rule published in October 2009. EOG is unable to predict

the timing, scope and effect of any currently proposed or future laws, regulations or treaties regardin g climate change

and GHG emissions, but the direct and indirect costs of such laws, regulations and treaties (if enacted) could materially

and adversely affect EOG's operations, financial condition and results of operations.12 Hydraulic Fracturing

- Unite d States . Most onshore crude oil and natural gas wells drilled by EOG are

completed and stimulated through the use of hydraulic fracturing. Hydraulic fracturing technology, which has been used

by the oil and gas industry for more than 60 years and is con stantly being enhanced, enables EOG to produce crude oil

and natural gas from formations that would otherwise not be recovered. Specifically, hydraulic fracturing is a process in

which pressurized fluid is pumped into underground formations to create tiny fractures or spaces that allow crude oil and

natural gas to flow from the reservoir into the well so that it can be brought to the surface. Hydraulic fracturing

generally takes place thousands of feet underground, a considerable distance below any drinki ng water aquifers, and

there are impermeable layers of rock between the area fractured and the water aquifers. The makeup of the fluid used in

the hydraulic fracturing process is typically more than 99% water and sand, and less than 1% of highly diluted c hemical

additives; lists of the chemical additives most typically used in fracturing fluids are available to the public via internet

websites and in other publications sponsored by industry trade associations and through state agencies in those states that

require the reporting of the components of fracturing fluids. While the majority of the sand remains underground to hold

open the fractures, a significant percentage of the water and chemical additives flow back and are then either reused or

safely dispo sed of at sites that are approved and permitted by the appropriate regulatory authorities. EOG regularly

conducts audits of these disposal facilities to monitor compliance with all applicable regulations.

Currently, the regulation of hydraulic fractur ing is primarily conducted at the state and local level through

permitting and other compliance requirements. However, t here have been various proposals to regulate hydraulic

fracturing at the federal level. Any new federal regulations that may be impose d on hydraulic fracturing could result in

additional permitting and disclosure requirements (such as the reporting and public disclosure of the chemical additives

used in the fracturing process) and in additional operating restrictions. In April 2012, the U.S. EPA issued regulations

specifically applicable to the oil and gas industry that will require operators to significantly reduce volatile organic

compounds (VOC) emissions from natural gas wells that are hydraulically fractured through the use of "gree n

completions" to capture natural gas that would otherwise escape into the air. The U.S. EPA also issued regulations that

establish standards for VOC emissions from several types of equipment, including storage tanks, compressors,

dehydrators, and valves and sweetening units at gas processing plants. In addition to these federal regulations, some

state and local governments have imposed or have considered imposing various conditions and restrictions on drilling

and completion operations, including require ments regarding casing and cementing of wells; testing of nearby water

wells; restrictions on access to, and usage of, water; disclosure of the chemical additives used in hydraulic fracturing

operations; and restrictions on the type of chemical additives t hat may be used in hydraulic fracturing operations. Such

federal, state and local permitting and disclosure requirements and operating restrictions and conditions could lead to

operational delays and increased operating and compliance costs and, moreover, could delay or effectively prevent the

development of crude oil and natural gas from formations which would not be economically viable without the use of

hydraulic fracturing.

EOG is unable to predict the timing, scope and effect of any currently propos ed or future laws or regulations

regarding hydraulic fracturing in the United States, but the direct and indirect costs of such laws and regulations (if

enacted) could materially and adversely affect EOG's operations, financial condition and results of ope rations.

Environmental Regulation

- Canada. All phases of the oil and gas industry in Canada are subject to

environmental regulation pursuant to a variety of Canadian federal, provincial and municipal laws and regulations.

Such laws and regulations imp ose, among other things, restrictions, liabilities and obligations in connection with the

generation, handling, use, storage, transportation, treatment and disposal of hazardous substances and wastes and in

connection with spills, releases and emissions of various substances into the environment. These laws and

regulations also require that facility sites and other properties associated with EOG's operations be operated,

maintained, abandoned and reclaimed to the satisfaction of applicable regulatory autho rities. In addition, EOG could

be held responsible for oil and gas properties in which EOG owns an interest but is not the operator.

These laws and regulations are subject to frequent change, and the clear trend is to place increasingly

stringent limi tations on activities that may affect the environment. Compliance with such laws and regulations

increases EOG's overall cost of business, but has not had, to date, a material adverse effect on EOG's operations,

financial condition or results of operation s. It is not anticipated, based on current laws and regulations, that EOG will be

required in the near future to expend amounts (whether for environmental control facilities or otherwise) that are

material in relation to its total exploration and developm ent expenditure program in order to comply with such laws and

regulations. However, given that such laws and regulations are subject to change, EOG is unable to predict the ultimate

cost of compliance or the ultimate effect on EOG's operations, financial condition and results of operations

.13 As discussed above, l ocal, provincial, national and international regulatory bodies have been increasingly

focused on GHG emissions and climate change issues in recent years. The Canadian federal government has

ind icated an intention to work with the United States to regulate industrial emissions of GHG and air pollutants from

a broad range of industrial sectors. In addition, regulation of GHG emissions in Canada takes place at the provincial

and municipal level. For example, the governments of Alberta and British Columbia each regulate GHG emissions

and the Government of Manitoba is currently considering the creation of a cap

- and

- trade system to reduce GHG

emissions in Manitoba. Canada was an original signatory t o the United Nations Framework Convention on Climate

Change (also known as the Kyoto Protocol), but Canada withdrew from the Kyoto Protocol, effective December

2012.

In Canada, the regulation of hydraulic fracturing is primarily conducted at the provinci al and local levels

through permitting and other compliance requirements. Some provinces and local governments have imposed or have

considered imposing various conditions and restrictions on drilling and completion operations, including requirements

regar ding casing and cementing of wells; restrictions on access to and usage of water; disclosure of the chemical

additives used in hydraulic fracturing operations; and restrictions on the type of chemical additives that may be used in

hydraulic fracturing oper ations. Such provincial and local requirements

, restrictions and conditions could lead to

operational delays and increased operating and compliance costs and, moreover, could delay or effectively prevent the

development of crude oil and natural gas from f ormations which would not be economically viable without the use of

hydraulic fracturing. EOG is unable to predict the timing, scope and effect of any currently proposed or future laws or

regulations regarding hydraulic fracturing in Canada, but the direc t and indirect costs of such laws and regulations (if

enacted) could materially and adversely affect EOG's operations, financial condition and results of operations.

Other International Regulation. EOG's exploration and production operations outside the United States and

Canada are subject to various types of regulations imposed by the respective governments of the countries in which

EOG's operations are conducted, and may affect EOG's operations and costs of compliance within that country. EOG

currentl y has operations in Trinidad, the United Kingdom, China and Argentina. EOG is unable to predict the timing,

scope and effect of any currently proposed or future laws, regulations or treaties, including those regarding climate

change and hydraulic fracturi ng, but the direct and indirect costs of such laws, regulations and treaties (if enacted) could

materially and adversely affect EOG's operations, financial condition and results of operations. EOG will continue to

review the risks to its business and oper ations associated with all environmental matters, including climate change and

hydraulic fracturing. In addition, EOG will continue to monitor and assess any new policies, legislation, regulations and

treaties in the areas where it operates to determine t he impact on its operations and take appropriate actions, where

necessary.

Other Regulation. EOG has sand mining and processing operations in Texas and Wisconsin, which support

EOG's exploration and development operations. EOG's sand mining operations are subject to regulation by the federal

Mine Safety and Health Administration (in respect of safety and health matters) and by state agencies (in respect of air

permitting and other environmental matters). The information concerning mine safety violation s and other regulatory

matters required by Section 1503(a) o f the Dodd

- Frank Wall Street Reform and Consumer Protection Act and Item 104

of Regulation S

- K (17 CFR 229.104) is included in Exhibit 95 to this report.

Other Matters

Energy Prices. EOG is a crude oil and natural gas producer and is impacted by changes in prices for crude oil

and condensate, NGLs and natural gas. Crude oil and condensate and NGLs production comprised a larger portion of

EOG's production mix in 2012 than in prior years and is expected to comprise an even larger portion in 2013. Average

crude oil and condensate prices received by EOG for production in the United States and Canada increased by 5% in

2012, 24% in 2011 and 37% in 2010, each as compared to the immediately preceding year. D uring the last three years

,

a verage United States and Canada wellhead natural gas prices have fluctuated, at times rather dramatically. These

fluctuations resulted in a 36% decrease in the average wellhead natural gas price received by EOG for pr oduction in the

United States and Canada in 2012, an 8% decrease in 2011 and an increase of 13% in 2010, each as compared to the

immediately preceding year. Due to the many uncertainties associated with the world political environment, the

availability of other energy supplies, the relative competitive relationships of the various energy sources in the view of

consumers and other factors, EOG is unable to predict what changes may occur in crude oil and condensate, NGLs and

natural gas prices in the future. For additional discussion regarding changes in crude oil and natural gas prices and the

risks that such changes may present to EOG, see ITEM 1A. Risk Factors.14 Including the impact of EOG's 201 3 crude oil derivative contracts (exclusive of options) and based on EOG's

tax position, EOG's price sensitivity in 201 3 for each $1.00 per barrel increase or decrease in wellhead crude oil and

condensate price, combined with the estimated change in NGLs price, is approximately $28 million for net income and

$41 m illion for cash flows from operating activities. Including the impact of EOG's 201 3 natural gas derivative

contracts and based on EOG's tax position and the portion of EOG's anticipated natural gas volumes for 201 3 for which

prices have not been determine d under long

- term marketing contracts, EOG's price sensitivity for each $0.10 per Mcf

increase or decrease in wellhead natural gas price is approximately $18 million for net income and $27 million for cash

flows from operating activities. For a summary of EOG's financial commodity derivative contracts at February 21

, 201 3 , see ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

- Capital Resources and Liquidity

- Derivative Transactions. For a summary of EOG's fin ancial commodity derivative

contracts at December 31, 201 2 , see Note 11 to Consolidated Financial Statements.

Risk Management. EOG engages in price risk management activities from time to time. These activities

are intended to manage EOG's exposure to fluctuations in commodity prices for crude oil and natural gas. EOG

utilizes financial commodity derivative instruments, primarily price swap, option , swaption, collar and basis swap

contracts, as a means to manage this price risk. See Note 11 to Consoli dated Financial Statements. In addition to

financial transactions, EOG is a party to various physical commodity contracts for the sale of hydrocarbons that

cover varying periods of time and have varying pricing provisions. Under the provisions of the Der ivatives and

Hedging Topic of the Financial Accounting Standards Board's Accounting Standards Codification, these physical

commodity contracts qualify for the normal purchases and normal sales exception and, therefore, are not subject to

hedge accounting o r mark

- to

- market accounting. The financial impact of physical commodity contracts is included

in revenues at the time of settlement, which in turn affects average realized hydrocarbon prices. For a summary of

EOG's financial commodity derivative contract s at February 21 , 201 3 , see ITEM 7. Management's Discussion and

Analysis of Financial Condition and Results of Operations

- Capital Resources and Liquidity

- Derivative

Transactions. For a summary of EOG's financial commodity derivative contracts at Decem ber 31, 201 2 , see Note 11

to Consolidated Financial Statements.

All of EOG's crude oil and natural gas activities are subject to the risks normally incident to the exploration

for, and development and production of, crude oil and natural gas, including b lowouts, rig and well explosions,

cratering, fires and loss of well control, each of which could result in damage to life, property and/or the

environment. EOG's onshore and offshore operations are also subject to usual customary perils, including hurrica nes

and other adverse weather conditions. Moreover, EOG's activities are subject to governmental regulations as well as

interruption or termination by governmental authorities based on environmental and other considerations. Losses

and liabilities arisin g from such events could reduce revenues and increase costs to EOG to the extent not covered by

insurance.

Insurance is maintained by EOG against some, but not all, of these risks in accordance with what EOG believes

are customary industry practices and in amounts and at costs that EOG believes to be prudent and commercially

practicable. Specifically, EOG maintains commercial general liability and excess liability coverage provided by third

party insurers for bodily injury or death claims resulting from an incident involving EOG's onshore or offshore

operations (subject to policy terms and conditions). Moreover, in the event an incident with respect to EOG's onshore or

offshore operations results in negative environmental effects, EOG maintains operators extra expense coverage provided

by third

- party insurers for obligations, expenses or claims that EOG may incur from such an incident, including

obligations, expenses or claims in respect of seepage and pollution, cleanup and containment, evacuation expens es and

control of the well (subject to policy terms and conditions). In the specific event of a well blowout or out

- of

- control well

resulting in negative environmental effects, such operators extra expense coverage would be EOG's primary coverage,

with th e commercial general liability and excess liability coverage referenced above also providing certain coverage to

EOG. All of EOG's onshore and offshore drilling activities are conducted on a contractual basis with independent

drilling contractors and othe r third

- party service contractors. The indemnification and other risk allocation provisions

included in such contracts are negotiated on a contract

- by

- contract basis and are each based on the particular

circumstances of the services being provided and the anticipated operations.

In addition to the above

- described risks, EOG's operations outside the United States are subject to certain risks,

including the risk of increases in taxes and governmental royalties, changes in laws and policies governing the

operations of foreign

- based companies, expropriation of assets, unilateral or forced renegotiation or modification of

existing contracts with governmental entities, currency restrictions and exchange rate fluctuations. Please refer to ITEM

1A. Risk Facto rs for further discussion of the risks to which EOG is subject with respect to its operations outside the

United States

.15 Texas Severance Tax Rate Reduction . Natural gas production from qualifying Texas natural gas wells spudded

or completed after Augus t 31, 1996 is entitled to a reduced severance tax rate for the first 120 consecutive months of

production. However, the cumulative value of the tax reduction cannot exceed 50 percent of the drilling and completion

costs incurred on a well

- by

- well basis. For a discussion of the impact on EOG, see ITEM 7. Management's Discussion

and Analysis of Financial Condition and Results of Operations

- Results of Operations

- Operating and Other Expenses.

Executive Officers of the Registrant

The current executive o fficers of EOG and their names and ages (as of February 21 , 201 3 ) are as follows:

Name Age Position

Mark G. Papa 66 Chairman of the Board and Chief Executive Officer; Director

William R. Thomas 60 President

Gary L. Thomas 63 Chief Operati ng Officer

Timothy K. Driggers 51 Vice President and Chief Financial Officer

Michael P. Donaldson 50 Vice President

, General Counsel and Corporate Secretary

Mark G. Papa was elected Chairman of the Board and Chief Executive Officer of EOG in August 1999,

President and Chief Executive Officer and director in September 1998, President and Chief Operating Officer in

September 1997 and President in December 1996, and was President

- North America Operations from February 1994

to December 1996. Mr. Papa joined Belco Petroleum Corporation, a predecessor of EOG, in 1981. Mr. Papa is also

a director of Oil States International, Inc., an oilfield service company, where he serves on the Compensation and

Nominating and Corporate Governance committees. Fr om July 2003 to April 2005, Mr. Papa served as a director of

the general partner of Magellan Midstream Partners LP, a pipeline and terminal company , where he served as

Chairman of the Compensation Committee and as a member of the Audit and Conflicts Commit tees. Mr. Papa is

EOG's principal executive officer.

William R. Thomas was elected President in September 2011. He was elected Senior Vice President and

General Manager of EOG's Fort Worth, Texas

, office in June 2004

, Executive Vice President and Gener al Manager

of EOG's Fort Worth, Texas

, office in February 2007

, and Senior Executive Vice President, Exploitation in February

2011 , and served as Senior Executive Vice President, Exploration from July 2011 to September 2011 . Mr. Thomas

joined a predecesso r of EOG in January 1979.

Gary L. Thomas was elected Chief Operating Officer in September 2011 . He was elected Executive Vice

President, North America Operations in May 1998

, Executive Vice President, Operations in May 2002

, and served

as Senior Executi ve Vice President, Operations from February 2007 to September 2011 . He also previously served

as Senior Vice President and General Manager of EOG's Midland, Texas

, office. Mr. Thomas joined a predecessor

of EOG in July 1978.

Timothy K. Driggers was ele cted Vice President and Chief Financial Officer in July 2007. He was elected

Vice President and Controller of EOG in October 1999 and was subsequently named Vice President, Accounting and

Land Administration in October 2000 and Vice President and Chief Ac counting Officer in August 2003. Mr.

Driggers is EOG's principal financial officer. Mr. Driggers joined a predecessor of EOG in August 1995.

Michael P. Donaldson was elected Vice President, General Counsel and Corporate Secretary in May 2012.

He was e lected Corporate Secretary in May 2008, and was appointed Deputy General Counsel and Corporate

Secretary in July 201 0 . Mr. Donaldson joined EOG as an Assistant General Counsel in September 2007

.16

ITEM 1A. Risk Factors

Our business and operations are subject to many risks. The risks described below may not be the only risks

we face, as our business and operations may also be subject to risks that we do not yet know of, or that we currently

believe are immaterial. If any of the events or circumstances described below actually occurs, our business, financial

condition, results of operations or cash flows could be materially and adversely affected and the trading price of our

common stock could decline. The following risk factors should be read in conju nction with the other information

contained herein, including the consolidated financial statements and the related notes. Unless the context requires

otherwise, "we," "us

, " "our" and "EOG" refer to EOG Resources, Inc. and its subsidiaries.

A substantial or extended decline in crude oil or natural gas prices could have a material and adverse effect on us.

Prices for crude oil and natural gas (including prices for natural gas liquids ( NGLs ) and condensate)

fluctuate widely. Among the factors that can or could cause these price fluctuations are:

 the level of consumer demand;

 domestic and worldwide supplies of crude oil, NGLs and natural gas;

 the price and quantity of imported and exported crude oil, NGLs and natural gas;

 weather conditions and changes in weather patterns;

 domestic and international drilling activity;

 the availability, proximity and capacity of transportation facilities, gathering, processing and compression

facilities and refining facilities;

 worldwide economic and political conditions, i ncluding political instability or armed conflict in oil and gas

producing regions;

 the price and availability of, and demand for, competing energy sources, including alternative energy

sources;

 the nature and extent of governmental regulation (including en vironmental regulation and regulation of

derivatives transactions and hedging activities) and taxation;

 the level and effect of trading in commodity futures markets, including trading by commodity price

speculators and others; and

 the effect of worldwide e nergy conservation measures.

Our cash flows and results of operations depend to a great extent on the prevailing prices for crude oil and

natural gas. Prolonged or substantial declines in crude oil and/or natural gas prices may materially and adversely

affect our liquidity, the amount of cash flows we have available for our capital expenditures and other operating

expenses, our ability to access the credit and capital markets and our results of operations.

In addition, if we expect or experience sign ificant sustained decreases in crude oil and natural gas prices

such that the expected future cash flows from our crude oil and natural gas properties falls below the net book value

of our properties, we may be required to write down the value of our crude oil and natural gas properties. Any such

asset impairments could materially and adversely affect our results of operations and, in turn, the trading price of our

common stock.

Drilling crude oil and natural gas wells is a high

- risk activity and subjects us to a variety of risks that we cannot

control

.

Drilling crude oil and natural gas wells, including development wells, involves numerous risks, including

the risk that we may not encounter commercially productive crude oil and natural gas reserves (in cluding "dry

holes") . As a result, we may not recover all or any portion of our investment in new wells

.

Specifically, we often are uncertain as to the future cost or timing of drilling, completing and operating

wells, and our drilling operations and th ose of our third

- party operators may be curtailed, delayed or canceled, the

cost of such operations may increase and/or our results of operations and cash flows from such operations may be

impacted, as a result of a variety of factors, including :

 unexpec ted drilling conditions;

 title problems;

 pressure or irregularities in formations;17

 equipment failures or accidents;

 adverse weather conditions , such as winter storms, flooding and hurricanes, and changes in weather

patterns;

 compliance with, or changes in , environmental laws and regulations relating to air emissions, hydraulic

fracturing and disposal of produced water, drilling fluids and other wastes , laws and regulations imposing

conditions and restrictions on drilling and completion operations and other laws and regulations, such as tax

laws and regulations;

 the availability and timely issuance of required governmental permits and licenses;

 the availability of, costs associated with and terms of contractual arrangements for properties, including

minera l licenses and leases, pipelines , rail cars, crude oil hauling trucks and qualified drivers and related

facilities and equipment to gather, process, compress, transport and market crude oil , natural gas and related

commodities; and

 the costs of, or shorta ges or delays in the availability of, drilling rigs, hydraulic fracturing services, pressure

pumping equipment and supplies, tubular materials, water, sand, disposal facilities , qualified personnel and

other necessary equipment, materials, supplies and ser vices

.

Our failure to recover our investment in wells, increases in the costs of our drilling operations or those of

our third

- party operators

, and/or curtailments, delays or cancellations of our drilling operations or those of our third

party operators in each case due to any of the above factors or other factors, may materially and adversely affect our

business, financial condition and results of operations . For related discussion of the risks and potential losses and

liabilities inherent in our crude oil and natural gas operations generally, see the immediately following risk factor.

Our crude oil and natural gas operations involve many risks and expose us to potential losses and liabilities, and

insurance may not fully protect us against these risks and potential losses and liabilities.

Our onshore and offshore operations are subject to all of the risks associated with exploring and drilling for,

and producing, gathering, processing and transporting, crude oil and natural gas, including the risks o f:

 well blowouts and cratering;

 loss of well control;

 crude oil spills, natural gas leaks and pipeline ruptures;

 pipe failures and casing collapses;

 uncontrollable flows of crude oil, natural gas, formation water or drilling fluids;

 releases of chemical s or other hazardous substances;

 adverse weather conditions, such as winter storms, flooding and hurricanes, and other natural

disasters;

 fires and explosions;

 terrorism

, vandalism and physical, electronic and cyber security breaches ;

 formations with ab normal pressures; and

 malfunctions of gathering, processing and other equipment.

If any of these events occur, we could incur losses and liabilities as a result of:

 injury or loss of life;

 damage to, or destruction of, property, equipment and crude oil and natural gas reservoirs;

 pollution or other environmental damage;

 regulatory investigations and penalties as well as clean

- up and remediation responsibilities and costs;

 suspension or interruption of our operations, including due to injunction; and

 repairs necessary to resume operations.18 We maintain insurance against many, but not all, such losses and liabilities in accordance with what we

believe are customary industry practices and in amounts and at costs that we believe to be prudent and co mmercially

practicable. The occurrence of any of these events and any losses or liabilities incurred as a result of such events, if

uninsured or in excess of our insurance coverage, would reduce the funds available to us for our onshore and

offshore explo ration, exploitation, development and production activities and could, in turn, have a material adverse

effect on our business, financial condition and results of operations.

Our ability to sell and deliver our crude oil and natural gas production could b e materially and adversely affected if

adequate gathering, processing, compression and transportation facilities are unavailable

.

The sale of our crude oil and natural gas production depends on a number of factors beyond our control,

including the availa bility, proximity and capacity of, and costs associated with, gathering, processing, compression

and transportation facilities owned by third parties. These facilities may be temporarily unavailable to us due to

market conditions, mechanical reasons or ot her factors or conditions, and may not be available to us in the future on

terms we consider acceptable, if at all. In particular, in certain newer shale plays, the capacity of gathering,

processing, compression and transportation facilities may not be su fficient to accommodate potential production

from existing and new wells. In addition, lack of financing, construction and permitting delays, permitting costs and

other constraints could limit or delay the construction of new gathering, processing, compre ssion and transportation

facilities by third parties or us , and we may experience delays or increased costs in accessing the pipelines, gathering

systems or rail systems necessary to transport our production to points of sale or delivery. Any significant change in

market or other conditions affecting gathering, processing, compression or transportation facilities or the availability

of these facilities, including due to our failure or inability to obtain access to these facilities on terms acceptable to us

or at all, could materially and adversely affect our business and, in turn, our financial condition and results of

operations

.

If we fail to acquire or find sufficient additional reserves over time, our reserves and production will decline from

their cur rent levels.

The rate of production from crude oil and natural gas properties generally declines as reserves are

produced. Except to the extent that we conduct successful exploration, exploitation and development activities,

acquire additional propertie s containing reserves or, through engineering studies, identify additional behind

- pipe

zones or secondary recovery reserves, our reserves will decline as they are produced. Maintaining our production of

crude oil and natural gas at, or increasing our prod uction from, current levels, is, therefore, highly dependent upon

our level of success in acquiring or finding additional reserves, which could in turn impact our future cash flows and

results of operations.

We incur certain costs to comply with governmen t regulations, particularly regulations relating to environmental

protection and safety, and could incur even greater costs in the future

.

Our exploration, production and marketing operations are regulated extensively by federal, state and local

governme nts and regulatory agencies , both domestically and in the foreign countries in which we do business, and

are subject to interruption or termination by governmental and regulatory authorities based on environmental or other

considerations. Moreover, we hav e incurred and will continue to incur costs in our efforts to comply with the

requirements of environmental, safety and other regulations. Further, the regulatory environment in the oil and gas

industry could change in ways that we cannot predict and that might substantially increase our costs of compliance

and, in turn, materially and adversely affect our business, results of operations and financial condition.

Specifically, as a current or past owner or lessee and operator of crude oil and natural gas properties, we are

subject to various federal, state, local and foreign regulations relating to the discharge of materials into, and the

protection of, the environment. These regulations may, among other things, impose liability on us for the cost of

poll ution cleanup resulting from current or past operations, subject us to liability for pollution damages and require

suspension or cessation of operations in affected areas. Moreover, we are subject to the United States (U.S.)

Environmental Protection Agenc y's (U.S. EPA) rule requiring annual reporting of g reenhouse gas (GHG) emissions.

Changes in, or additions to, these regulations could lead to increased operating and compliance costs and, in turn,

materially and adversely affect our business, results of o perations and financial condition.19 Local, state, national and international regulatory bodies have been increasingly focused on GHG emissions

and climate change issues in recent years. EOG is unable to predict the timing, scope and effect of any curren tly

proposed or future laws, regulations or treaties regarding climate change and GHG emissions, but the direct and

indirect costs of such laws, regulations and treaties (if enacted) could materially and adversely affect EOG's

operations, financial conditi on and results of operations.

In addition, there have been various proposals to regulate hydraulic fracturing in the U.S. at the federal

level. Currently, the regulation of hydraulic fracturing in the U.S. is primarily conducted at the state level (an d, in

Canada, at the provincial and local levels) through permitting and other compliance requirements. Any new federal

regulations that may be imposed on hydraulic fracturing could result in additional permitting and disclosure

requirements and in additi onal operating restrictions. Moreover, some state and local governments have imposed or

have considered imposing various conditions and restrictions on drilling and completion operations. Any such

federal or state requirements, restrictions or conditions could lead to operational delays and increased operating and

compliance costs and, moreover, could delay or effectively prevent the development of crude oil and natural gas

from formations which would not be economically viable without the use of hydrauli c fracturing. Accordingly, our

production of crude oil and natural gas could be materially and adversely affected. For additional discussion

regarding climate change regulation and hydraulic fracturing regulation , see Climate Chan ge

- United States

, Hydraulic Fracturing

- United States and Environmental Regulation

- Canada under ITEM 1. Business

- Regulation.

We will continue to monitor and assess any proposed or new policies, legislation, regulations and treaties in

the areas wh ere we operate to determine the impact on our operations and take appropr iate actions, where necessary.

We are unable to predict the timing, scope and effect of any currently proposed or future laws, regulations or treaties,

but the direct and indirect cos ts of such laws, regulations and treaties (if enacted) could materially and adversely

affect our business, results of operations and financial condition

. For related discussion , see the risk factor below

regarding the provisions of the Dodd

- Frank Wall Str eet Reform and Consumer Protection Act with respect to

regulation of derivatives transactions and entities (such as EOG) that participate in such transactions.

Certain U.S. federal income tax deductions currently available with respect to crude oil and na tural gas exploration

and production may be eliminated as a result of future legislation

.

Legislation has been proposed that would, if enacted into law, make significant changes to U.S. tax laws,

including the elimination of certain U.S. federal income ta x incentives currently available to crude oil and natural gas

exploration and production companies. These changes include, but are not limited to, the elimination of current

deductions for intangible drilling and development costs. It is unclear whether such changes or similar changes will

be enacted and, if enacted, how soon any such changes could become effective. The enactment of such changes or

any other similar changes in U.S. federal income tax laws could materially and adversely affect our cash fl ows,

results of operations and financial condition

.

A portion of our crude oil and natural gas production may be subject to interruptions that could have a material and

adverse effect on us.

A portion of our crude oil and natural gas production may be interrupted, or shut in, from time to time for

various reasons, including, but not limited to, as a result of accidents, weather conditions, loss of gathering, processing,

compression or transportation facility access or field labor issues, or intentionall y as a result of market conditions such

as crude oil or natural gas prices that we deem uneconomic. If a substantial amount of our production is interrupted, our

cash flows and, in turn, our financial condition and results of operations could be materiall y and adversely affected.

We have limited control over the activities on properties we do not operate.

Some of the properties in which we have an interest are operated by other companies and involve third

- party

working interest owners. As a result, we have limited ability to influence or control the operation or future development

of such properties, including compliance with environmental, safety and other regulations, or the amount of capital

expenditures that we will be required to fund with respect to such properties. Moreover, we are dependent on the other

working interest owners of such projects to fund their contractual share of the capital expenditures of such projects. In

addition, a third

- party operator could also decide to shut

- in or curtai l production from wells, or plug and abandon

marginal wells, on properties owned by that operator during periods of lower crude oil or natural gas prices. These

limitations and our dependence on the operator and other working interest owners for these pro jects could cause us to

incur unexpected future costs, lower production and materially and adversely affect our financial condition and results of

operations.20

If we acquire crude oil and natural gas properties, our failure to fully identify existing and p otential problems, to

accurately estimate reserves, production rates or costs, or to effectively integrate the acquired properties into our

operations could materially and adversely affect our business, financial condition and results of operations.

From time to time, we seek to acquire crude oil and natural gas properties. Although we perform reviews of

properties to be acquired in a manner that we believe is duly diligent and consistent with industry practices, reviews

of records and properties may not necessarily reveal existing or potential problems, nor may they permit us to

become sufficiently familiar with the properties in order to assess fully their deficiencies and potential. Even when

problems with a property are identified, we often may assum e environmental and other risks and liabilities in

connection with acquired properties pursuant to the acquisition agreements. In addition , there are numerous

uncertainties inherent in estimating quantities of crude oil and natural gas reserves (as discus sed further below)

, actual future production rates and associated costs with respect to acquired properties. Actual reserves, production

rates and costs may vary substantially from those assumed in our estimates. In addition, an acquisition may have a

ma terial and adverse effect on our business and results of operations, particularly during the periods in which the

operations of the acquired properties are being integrated into our ongoing operations or if we are unable to

effectively integrate the acquir ed properties into our ongoing operations.

We have substantial capital requirements, and we may be unable to obtain needed financing on satisfactory terms, if

at all.

We make, and will continue to make, substantial capital expenditures for the acquisit ion, exploration,

development and production of crude oil and natural gas reserves. We intend to finance our capital expenditures

primarily through our cash flows from operations, commercial paper borrowings, sales of assets and borrowings

under other unc ommitted credit facilities and, to a lesser extent and if and as necessary, bank borrowings, borrowings

under our revolving credit facility and public and private equity and debt offerings.

Lower crude oil and natural gas prices, however, would reduce our cash flows. Further, if the condition of

the credit and capital markets materially declines, we might not be able to obtain financing on terms we consider

acceptable, if at all. In addition , weakness and/or volatility in domestic and global financial markets or economic

conditions may increase the interest rates that lenders and commercial paper investors require us to pay and

adversely affect our ability to finance our capital expenditures through equity or debt offerings or other borrowings.

A redu ction in our cash flows (for example, as a result of lower crude oil and natural gas prices) and the

corresponding adverse effect on our financial condition and results of operations may also increase the interest rates

that lenders and commercial paper in vestors require us to pay. In addition, a substantial increase in interest rates

would decrease our net cash flows available for reinvestment. Any of these factors could have a material and

adverse effect on our business, financial condition and results of operations.

The inability of our customers and other contractual counterparties to satisfy their obligations to us may have a

material and adverse effect on us.

We have various customers for the crude oil, natural gas and related commodities that we produce as well as

various other contractual counterparties, including several financial institutions and affiliates of financial institutions.

Domestic and global economic conditions, including the financial condition of financial institutions generally , have

weakened in recent years and remain relatively weak. In addition, there continues to be weakness and volatility in

domestic and global financial markets relating to the credit crisis in recent years, and corresponding reaction by lenders

to risk. These conditions and factors may adversely affect the ability of our customers and other contractual

counterparties to pay amounts owed to us from time to time and to otherwise satisfy their contractual obligations to us,

as well as their ability to access the credit and capital markets for such purposes.

Moreover, our customers and other contractual counterparties may be unable to satisfy their contractual

obligations to us for reasons unrelated to these conditions and factors, such as the unavailabili ty of required facilities or

equipment due to mechanical failure or market conditions. Furthermore, if a customer is unable to satisfy its contractual

obligation to purchase crude oil, natural gas or related commodities from us, we may be unable to sell s uch production to

another customer on terms we consider acceptable, if at all, due to the geographic location of such production, the

availability, proximity or capacity of gathering, processing, compression and transportation facilities or market or

other factors and conditions.21 The inability of our customers and other contractual counterparties to pay amounts owed to us and to otherwise

satisfy their contractual obligations to us may materially and adversely affect our business, financial condition, re sults of

operations and cash flows.

Competition in the oil and gas exploration and production industry is intense, and many of our competitors have

greater resources than we have.

We compete with major integrated oil and gas companies, government

- affil iated oil and gas companies and

other independent oil and gas companies for the acquisition of licenses and leases, properties and reserves and the

equipment, materials, services and employees and other contract personnel (including geologists, geophysicis ts,

engineers and other specialists) required to explore for, develop, produce and market crude oil and natural gas. In

addition, many of our competitors have financial and other resources substantially greater than those we possess and

have established s trategic long

- term positions and strong governmental relationships in countries in which we may

seek new or expanded entry. As a consequence, we may be at a competitive disadvantage in certain respects, such as

in bidding for drilling rights or in acquiri ng necessary services, equipment, materials and personnel. In addition,

many of our larger competitors may have a competitive advantage when responding to factors that affect demand for

crude oil and natural gas, such as changing worldwide prices and leve ls of production and the cost and availability of

alternative fuels. We also face competition, to a lesser extent, from competing energy sources, such as alternative

energy sources.

Reserve estimates depend on many interpretations and assumptions that ma y turn out to be inaccurate. Any

significant inaccuracies in these interpretations and assumptions could cause the reported quantities of our reserves

to be materially misstated.

Estimating quantities of crude oil, NGLs and natural gas reserves and fut ure net cash flows from such

reserves is a complex, inexact process. It requires interpretations of available technical data and various

assumptions, including assumptions relating to economic factors, made by our management and our independent

petroleum consultants. Any significant inaccuracies in these interpretations or assumptions could cause the reported

quantities of our reserves and future net cash flows from such reserves to be overstated or understated. Also , the

data for a given reservoir may a lso change substantially over time as a result of numerous factors including, but not

limited to, additional development activity, evolving production history and continual reassessment of the viability of

production under varying economic conditions.

To prepare estimates of our economically recoverable crude oil, NGLs and natural gas reserves and future

net cash flows from our reserves, we analyze many variable factors, such as historical production from the area

compared with production rates from other producing areas. We also analyze available geological, geophysical,

production and engineering data, and the extent, quality and reliability of this data can vary. The process also

involves economic assumptions relating to commodity prices, production c osts, severance and excise taxes, capital

expenditures and workover and remedial costs, many of which factors are or may be beyond our control. Our actual

reserves and future net cash flows from such reserves most likely will vary from our estimates. Any significant

variance, includin g any significant revisions or " write

- downs " to our existing reserve estimates, could materially and

adversely affect our business, financial condition and results of operations and, in turn, the trading price of our

common s tock. For related disc ussion, see ITEM 2. Properties

- Oil and Gas Exploration and Producti on

- Properties and Reserves.

Weather and climate may have a significant and adverse impact on us.

Demand for crude oil and natural gas is, to a significant degr ee, dependent on weather and climate, which

impacts, among other things, the price we receive for the commodities we produce and, in turn, our cash flows and

results of operations. For example, relatively warm temperatures during a winter season generally result in relatively

lower demand for natural gas (as less natural gas is used to heat residences and businesses) and, as a result, relatively

lower prices for natural gas production.22 In addition, our exploration, exploitation and development activit ies and equipment can be adversely

affected by extreme weather conditions, such as winter storms, flooding and hurricanes in the Gulf of Mexico, which

may cause a loss of production from temporary cessation of activity or lost or damaged facilities and equ ipment.

Such extreme weather conditions could also impact other areas of our operations, including access to our drilling and

production facilities for routine operations, maintenance and repairs, the installation and operation of gathering,

processing, c ompression and transportation facilities and the availability of, and our access to, necessary third

- party

services, such as gathering, processing, compression and transportation services. Such extreme weather conditions

and changes in weather patterns ma y materially and adversely affect our business and, in turn, our financial condition

and results of operations

.

Our hedging activities may prevent us from benefiting fully from increases in crude oil and natural gas prices and

may expose us to other risks , including counterparty risk.

We use derivative instruments (primarily financial price swaps, options, swaptions, collar and basis swap

contracts ) to hedge the impact of fluctuations in crude oil and natural gas price s on our results of operations and cash

flows. To the extent that we engage in hedging activities to protect ourselves against commodity price declines, we

may be prevented from fully realizing the benefits of increases in crude oil and natural gas prices above the prices

established by our hedging contracts. In addition, our hedging activities may expose us to the risk of financial loss in

certain circumstances, including instances in which the counterparties to our hedging contracts fail to perform unde r

the contracts.

Recent federal legislation and related regulations regarding derivatives transactions could have a material and

adverse impact on our hedging activities

.

As discussed in the risk factor immediately above, we use derivative instruments to hedge the impact of

fluctuations in crude oil and natural gas prices on our results of operations and cash flows . In 2010, Congress

adopted the Dodd

- Frank Wall Street Reform and Consumer Protection Act (Dodd

- Frank Act), which, among other

matters, pro vides for federal oversight of the over

- the

- counter derivatives market and entities that participate in that

market and mandates that the Commodity Futures Trading Commission (CFTC), adopt rules or regulations

implementing the Dodd

- Frank Act and providing definitions of terms used in the Dodd

- Frank Act. The Dodd

- Frank

Act establishes margin requirements and requires clearing and trade execution practices for certain categories of

swaps and may result in certain market participants needing to curtail their derivatives activities. Although many of

the rules necessary to implement the Dodd

- Frank Act are yet to be adopted, the CFTC has issued several rules to

implement the Dodd

- Frank Act, in cluding a rule establishing an " end

- user " exception to mandatory clear ing (End

User Exception), and a rule imposing position limits (Position Limits Rule)

.

We qualify as a "non

- financial entity" for purposes of the End

- User Exception and, as such, we will be

eligible for, and expect to utilize, such exception. As a resul t, our hedging activities will not be subject to mandatory

clearing or the margin requirements imposed in connection with mandatory clearing. However, it remains uncertain

whether margin requirements will be imposed on uncleared swaps. The Position Limit s Rule was vacated and

remanded to the CFTC for further proceedings by order of the U.S. District Court for the District of Columbia in

September 2012. The Dodd

- Frank Act, the rules which have been adopted and not vacated, and, to the extent that a

positi on limit rule is ultimately effected, such position limit rule, could significantly increase the cost of derivative

contracts (including costs related to requirements to post collateral), materially alter the terms of derivative contracts,

reduce the avail ability of derivatives to protect against the price risks we encounter, reduce our ability to monetize or

restructure our existing derivative contracts, and increase our exposure to less creditworthy counterparties. If we

reduce our use of derivatives as a result of the Dodd

- Frank Act and related regulations, our results of operations may

become more volatile and our cash flows may be less predictable, which could adversely affect our ability to plan for

and fund our capital expenditures requirements. Any of these consequences could have a material and adverse effect

on our business, financial condition and results of operations

.23

Our business and prospects for future success depend to a significant extent upon the continued service and

performance of our management team.

Our business and prospects for future success, including the successful implementation of our strategies and

handling of issues integral to our future success, depend to a significant extent upon the continued service and

performance of our management team. The loss of any member of our management team, and our inability to attract,

motivate and retain substitute management personnel with comparable experience and skills, could materially and

adversely affect our business, financial con dition and results of operations.

We operate in other countries and, as a result, are subject to certain political, economic and other risks.

Our operations in jurisdictions outside the U.S. are subject to various risks inherent in foreign operations.

These risks include, among other risks :

 increases in taxes and governmental royalties;

 changes in laws and policies governing operations of foreign

- based companies;

 loss of revenue, loss of or damage to equipment, property and other assets and interrupt ion of operations as a

result of expropriation, nationalization, acts of terrorism, war, civil unrest and other political risks;

 unilateral or forced renegotiation, modification or nullification of existing contracts with governmental entities;

 difficult ies enforcing our rights against a governmental agency because of the doctrine of sovereign immunity

and foreign sovereignty over international operations; and

 currency restrictions and exchange rate fluctuations.

Our international operations may also be adversely affected by U.S. laws and policies affecting foreign trade

and taxation. The realization of any of these factors could materially and adversely affect our business, financial

condition and results of operations.

Unfavorable currency exchange rate fluctuations could adversely affect our results of operations.

The reporting currency for our financial statements is the U.S. dollar. However, certain of our subsidiaries

are located in countries other than the U.S. and have functional currencies other than the U.S. dollar. The assets,

liabilities, revenues and expenses of certain of these foreign subsidiaries are denominated in currencies other than the

U.S. dollar. To prepare our consolidated financial statements, we must translate those asset s, liabilities, revenues

and expenses into U.S. dollars at then

- applicable exchange rates. Consequently, increases and decreases in the value

of the U.S. dollar versus other currencies will affect the amount of these items in our consolidated financial

st atements, even if the amount has not changed in the original currency. These translations could result in changes to

our results of operations from period to period. For the fiscal year ended December 31, 20 12 , approximately 3 % of

our net operating reven ues related to operations of our foreign subsidiaries whose functional currency was not the

U.S. dollar

.

Terrorist activities and military and other actions could materially and adversely affect us.

Terrorist attacks and the threat of terrorist attacks , whether domestic or foreign, as well as military or other

actions taken in response to these acts, could cause instability in the global financial and energy markets. The U.S.

government has at times issued public warnings that indicate that energy asse ts might be specific targets of terrorist

organizations. Any such actions and the threat of such actions could materially and adversely affect us in

unpredictable ways, including the disruption of energy supplies and markets, increased volatility in crude oil and

natural gas prices or the possibility that the infrastructure on which we rely could be a direct target or an indirect

casualty of an act of terrorism, and, in turn, could materially and adversely affect our business, financial condition

and resul ts of operations.24

ITEM 1B. Unresolved Staff Comments

Not applicable

.

ITEM 2. Properties

Oil and Gas Exploration and Production

- Properties and Reserves

Reserve Information. For estimates of EOG's net proved and proved developed reserves of crud e oil and

condensate, natural gas liquids ( NGLs ) and natural gas, as well as discussion of EOG's proved undeveloped reserves,

the qualifications of the preparers of EOG's reserve estimates, EOG's independent petroleum consultants and EOG's

processes and co ntrols with respect to its reserve estimates, see "Supplemental Information to Consolidated Financial

Statements."

There are numerous uncertainties inherent in estimating quantities of proved reserves and in projecting future

rates of production and timi ng of development expenditures, including many factors beyond the control of the producer.

The reserve data set forth in " Supplemental Information to Consolidated Financial Statements " represent only estimates.

Reserve engineering is a subjective process o f estimating underground accumulations of crude oil and condensate,

NGLs and natural gas that cannot be measured in an exact manner. The accuracy of any reserve estimate is a function of

the amount and quality of available data and of engineering and geol ogical interpretation and judgment. As a result,

estimates by different engineers normally vary. In addition, results of drilling, testing and production subsequent to the

date of an estimate may justify revision of such estimate (upward or downward). A ccordingly, reserve estimates are

often different from the quantities ultimately recovered. The meaningfulness of such estimates is highly dependent upon

the accuracy of the assumptions upon which they were based. For related discussion, see ITEM 1A. Ris k Factors and

"Supplemental Information to Consolidated Financial Statements."

In general, the rate of production from EOG's crude oil and natural gas properties declines as reserves are

produced. Except to the extent EOG acquires additional properties containing proved reserves, conducts successful

exploration, exploitation and development activities or, through engineering studies, identifies additional behind

- pipe

zones or secondary recovery reserves, the proved reserves of EOG will decline as reserve s are produced. The v olumes

to be generated from future activities of EOG are therefore highly dependent upon the level of success in finding or

acquiring additional reserves. For related discussion, see ITEM 1A. Risk Factors. EOG's estimates of reserve s filed

with other federal agencies agree with the information set forth in " Supplemental Information to Consolidated Financial

Statements. "

Acreage. The following table summarizes EOG's developed and undeveloped acreage at December 31, 201 2

. Excluded is acreage in which EOG's interest is limited to owned royalty, overriding royalty and other similar interests.

Developed Undeveloped Total

Gross Net Gross Net Gross Net

United States 1, 638,610 1, 258,069 4, 390,043 2, 970,523 6,0 28,653 4,228, 592

Canada 1,201,874 1,001,646 691,321 637,754 1,893,195 1,639,400

Trinidad 75,667 65,669 48,520 38,816 124,187 104,485

United Kingdom 8,797 2,570 118,333 94,731 127,130 97,301

China 130,548 130,548

- - 130,548 130,54 8

Argentina

- - 183,916 79,452 183,916 79,452

Total 3, 055,496 2, 458,502 5, 432,133 3, 821,27 6 8, 487,629 6, 279,778

Most of our undeveloped oil and gas leases, particularly in the United States

, are subject to lease expiration

if initial well s are not drilled within a specified period, generally between three and five years. A pproximately 0. 8

million net acres will expire in 201 3

, 0. 7 million net acres will expire in 201 4 and 0.5 million net acres will expire in

201 5 if production is not esta blished or we take no other action to extend the terms of the leases or concessions. I n

the ordinary course of business , based on our evaluations of certain geologic trends and prospective economics, we

have allowed certain lease acreage to expire and may allow additional acreage to expire in the future.25 Producing Well Summary . EOG operated 15, 963 gross and 14, 134 net producing crude oil and natural gas

wells at December 31, 201 2 . Gross crude oil and natural gas wells include 1,460 wells with multip le completions.

Crude Oil Natural Gas Total

Gross Net Gross Net Gross Net

United States 3, 490 2, 702 5, 9 77 5, 012 9, 4 6 7 7, 71 4

Canada 759 643 7,043 6,351 7,802 6,994

Trinidad 13 10 29 25 42 35

United Kingdom

- - 1

- 1

-

China

- - 25 25 25 25

Argentina 2 1

- - 2 1

Total 4, 264 3, 356 13, 075 11, 413 17, 33 9 14, 76 9

Drilling and Acquisition Activities . During the years ended December 31, 201 2

, 201 1 and 2010 , EOG

expended $7.1 billion, $ 6.6 billi on and $ 5.5 billion, respectively, for exploratory and development drilling and

acquisition of leases and producing properties, including asset retirement obligations of $127 million, $ 133 million

and $ 72 million, respectively. The following tables set fo rth the results of the gross crude oil and natural gas wells

drilled and completed for the years ended December 31, 201 2

, 201 1 and 2010 :

Gross Development Wells Completed Gross Exploratory Wells Completed

Crude

Oil Natural

Gas Dry

Hole Total Crude

Oil Natural

Gas Dry

Hole Total

2012

United States 844 135 8 98 7 8 7 1 16

Canada 83 3

- 86 3

- - 3

China

- - - - - - 1 1

Argentina

- - - - 2

- - 2

Total 927 13 8 8 1, 073 13 7 2 22

2011

United States 851 2 0 3 24 1,0 7 8 11 4 2 17

Canada 105 9

- 114 2

- - 2

Trinidad

- 7

- 7

- - - -

China

- - - - - 1 2 3

Total 956 2 1 9 24 1, 199 13 5 4 22

2010

United States 58 9 44 8 32 1,06 9 19 8 10 37

Canada 128 25

- 153 1

- - 1

Trinidad

- - - - - 1

- 1

United Kingdom

- - - - - - 3 3

China

- - - - - 2

- 2

Total 71 7 473 32 1, 222 20 11 13 4426 The followi ng tables set forth the results of the net crude oil and natural gas wells drilled and completed for the

years ended December 31, 201 2

, 201 1 and 2010 :

Net Develop ment Wells Completed Net Exploratory Wells Completed

Crude

Oil Natural

Gas Dry

Hole To tal Crude

Oil Natural

Gas Dry

Hole Total

2012

United States 70 5 100 7 812 7 6 1 14

Canada 80 3

- 83 3

- - 3

China

- - - - - - 1 1

Argentina

- - - - 1

- - 1

Total 785 10 3 7 89 5 11 6 2 19

2011

United States 687 138 18 84 3 9 3 2 14

Canada 9 5 4

- 99 2

- - 2

Trinidad

- 7

- 7

- - - -

China

- - - - - 1 2 3

Total 782 149 18 949 11 4 4 19

2010

United States 45 9 37 4 29 862 1 6 7 10 33

Canada 128 25

- 153 1

- - 1

Trinidad

- - - - - 1

- 1

United Kingdom

- - - - - - 3 3

China

- - - - - 2

- 2

Total 58 7 399 29 1,01 5 17 10 13 40

EOG participa ted in the drilling of wells that were in progress at the end of the period as set out in the table

below for the years ended December 31, 201 2

, 201 1 and 2010 :

Wells in Progress at E nd of Period

201 2 2011 2010

Gross Net Gross Net Gross Net

United States 324 26 7 359 282 243 205

Canada

- - - - 1 1

Trinidad 1 1

- - - - United Kingdom

- - 3 2 3 2

China

- - 1 1 4 4

Total 325 26 8 363 285 251 21227 EOG acquired wells, which includes the acquisitio n of additional interests in certain wells in which EOG

previously owned an interest, as set out in the tables below for the years ended December 31, 201 2

, 201 1 and 2010 :

Gross Acquired Wells Net Acquired Wells

Crude

Oil Natural

Gas Total Crude

Oil Natural

Gas Total

2012

United States 49 272 321 23 136 159

Canada

- - - - - -

Total 49 272 321 23 136 159

2011

United States 8

- 8 4

- 4

Canada

- 5 5

- 5 5

Total 8 5 13 4 5 9

2010

Canada 1

- 1 1

- 1

Total 1

- 1 1

- 1

All of EOG's drilling activities are conducted on a contractual basis with independent drilling contractors and

other third

- party service contract or s . EOG does not ow n drilling equipment. EOG's other property, plant and equipment

primarily includes gathering , transportation and processing infrastructure assets

, crude

- by

- rail assets, along with sand

mine and sand processing assets which support EOG's exploration and pr oduction activities.

ITEM 3. Legal Proceedings

T he information required by this Item is set forth under the "Contingencies" caption in Note 7 of the Notes to

Consolidated Financial Statements and is incorporated by reference herein.

As previously rep orted by EOG Resources, Inc. (EOG) in its Form 10

- Q for the quarterly period ended June

30, 2012, in the second quarter of 2012, EOG engaged in negotiations with the North Dakota Department of Health

(NDDH) regarding a proposed consent agreement to resolve potential air emissions violations at certain of EOG's

wells in the North Dakota Bakken shale play. Upon its discovery of the potential air emissions violations, EOG

promptly reported to the NDDH and implemented additional preventative controls and equip ment to reduce

emissions. In consideration of EOG's self

- reporting and prompt implementation of such additional controls and

equipment, the consent agreement will provide for reduced fines. EOG expects to finalize and enter into the consent

agreement wit h the NDDH in the first quarter of 2013.

ITEM 4. Mine Safety Disclosure s

The information concerning mine safety violations and other regulatory matters required by Section 1503(a)

of the Dodd

- Frank Wall Street Reform and Consumer Protection Act and It em 104 of Regulation S

- K (17 CFR

229.104) is included in Exhibit 95 to this report.28 PART II

ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

Securities

EOG's common stock is traded on the New York Stock Exchange (NYSE) under the ticker symbol "EOG."

The following table sets forth, for the periods indicated, the high and low sales price per share for EOG's common

stock, as reported by the NYSE, and the amount of the cash dividend declared per share. The quarterly cash

dividend on EOG's common stock has historically been declared in the quarter immediately preceding the quarter of

payment and paid on January 31, April 30, July 31 and October 31 of each year (or, if such day is not a business da y,

the immediately preceding business day).

Price Range

High Low Dividend Declared

2012

First Quarter $ 119.97 $ 99.82 $ 0.17

Second Quarter 114.33 82.48 0.17

Third Quarter 119.69 87.54 0.17

Fourth Qu arter 124.50 107.76 0.17

2011

First Quarter $ 121.44 $ 90.84 $ 0.16

Second Quarter 119.82 96.62 0.16

Third Quarter 107.88 69.55 0.16

Fourth Quarter 106.20 66.81 0.16

On February 13 , 2013, EOG's Board of Directors (Board) increased the quarterly cash dividend on the

common stock from the current $0.17 per share to $0 .1875 per share, effective beginning with the dividend to be

paid on April 30, 2013

, to stockholders of record as of April 16, 2013.

As of February 13 , 201 3 , there were approximately 1,850 record holders and approximately 281, 000

beneficial owners of EOG's common stock.

EOG currently intends to continue to pay quarterly cash dividends on its outstanding shares of common

stock in the futur e. However, the determination of the amount of future cash dividends, if any, to be declared and

paid will depend upon, among other factors, the financial condition, cash flow, level of exploration and development

expenditure opportunities and future busi ness prospects of EOG.29 The following table sets forth, for the periods indicated, EOG's share repurchase activity:

Period (a)

Total

Number of

Shares

Purchased (1) (b)

Average

Price Paid

per Share (c)

Total Number of

Shares Purchased as

Part of Publicly

Announced Plans or

Programs (d)

Maximum Number

of Shares that May Yet

Be Purchased Under

the Plans or Programs (2)

October 1, 201 2

- October 31, 201 2 10,868 $113.96

- 6,386,200

November 1, 201 2

- November 30, 201 2 41,076 $119.72

- 6,386,2 00

December 1, 201 2

- December 31, 201 2 59,945 $120.17

- 6,386,200

Total 111,889 $119.40

(1) The 111,889 total shares for the quarter ended December 31, 201 2

, and the 574,890 shares for the full year 201 2 consist solely

of shares that were withheld b y or returned to EOG (i) in satisfaction of tax withholding obligations that arose upon the

exercise of employee stock options or stock

- settled stock appreciation rights or the vesting of restricted stock or restricted

stock unit grants or (ii) in payment of the exercise price of employee stock options. These shares do not count against the 10

million aggregate share repurchase authorization of EOG's Board discussed below.

(2) In September 2001, the Board authorized the repurchase of up to 10,000,000 share s of EOG's common stock. During 201 2

, EOG did not repurchase any shares under the Board

- authorized repurchase program.30

Comparative Stock Performance

The following performance graph and related information shall not be deemed "soliciting material" or t o be

"filed" with the United States Securities and Exchange Commission, nor shall such information be incorporated by

reference into any future filing under the Securities Act of 1933, as amended, or Securities Exchange Act of 1934, as

amended, except to t

he extent that EOG specifically requests that such information be treated as "soliciting material" or

specifically incorporates such information by reference into such a filing.

The performance graph shown below compares the cumulative five

- year total re turn to stockholders on EOG's

common stock as compared to the cumulative five

- year total returns on the Standard and Poor's 500 Index (S&P 500)

and the Standard and Poor's 500 Oil & Gas Exploration & Production Index (S&P O&G E&P). The comparison was

prep ared based upon the following assumptions:

1. $100 was invested on December 31, 200 7 in each of the following: Common Stock of EOG, the S&P 500 and the

S&P O&G E&P.

2. Dividends are reinvested.

Comparison of Five

- Year Cumulative Total Returns*

EOG, S&P 500 and S&P O&G E&P

(Performance Results Through December 31, 201 2 )

*Cumulative total return assumes reinvestment of dividends.

200 7 200 8 200 9 20 10 201 1 201 2

EOG $ 100.00 $ 74.99 $ 110.50 $ 104.43 $ 113.29 $ 139.82

S&P 500 $ 100.00 $ 61.51 $ 75.94 $ 85.65 $ 85.65 $ 97.13

S&P O&G E&P $ 100.00 $ 69.02 $ 103.46 $ 115.21 $ 101.81 $ 105.6831

ITEM 6. Selected Financial Data

(In Thousands, Except Per Share Data)

Year Ended December 31 2012 2011 2010 2009 2008

Statement of Income Data:

Net Operating Revenues $ 11, 68 2,636 $ 10,126,115 $ 6,099,896 $ 4,786,959 $ 7,127,143

Operating Income $ 1, 479,797 $ 2,113,309 $ 523,319 $ 970,841 $ 3,767,185

Net Income $ 570,279 $ 1,091,123 $ 160,654 $ 546,627 $ 2,436,919

Preferre d Stock Dividends

- - - - 443

Net Income Available to Common Stockholders $ 570,279 $ 1,091,123 $ 160,654 $ 546,627 $ 2,436,476

Net Income Per Share Available to Common

Stockholders

Basic $ 2. 13 $ 4.15 $ 0.64 $ 2.20 $ 9.88

Diluted $ 2. 11 $ 4.10 $ 0.63 $ 2.17 $ 9.72

Dividends Per Common Share $ 0.68 $ 0.64 $ 0.62 $ 0.58 $ 0.51

Average Number of Common Shares

Basic 267,577 262,735 250,876 248,996 246,662

Diluted 270,762 266,268 254,500 251,884 250,542

At Dece mber 31 201 2 2011 2010 2009 2008

Balance Sheet Data:

Total Property, Plant and Equipment, Net $ 23, 337,681 $ 21,288,824 $ 18,680,900 $ 16,139,225 $ 13,657,302

Total Assets 27, 336,578 24,838,797 21,624,233 18,118,667 15,951,226

Long

- Term Debt and Current Portion of Long

Term Debt 6,312,181 5,009,166 5,223,341 2,797,000 1,897,000

Total Stockholders' Equity 13, 284, 764 12,640,904 10,231,632 9,998,042 9,014,49732

ITEM 7. Management's Discussion and Analysis of Financial Condi tion and Results of Operations

Overview

EOG Resources, Inc., together with its subsidiaries (collectively, EOG), is one of the largest independent

(non

- integrated) crude oil and natural gas companies in the United States with proved reserves in the Unit ed States,

Canada, Trinidad, the United Kingdom

, China and Argentina . EOG operates under a consistent business and

operational strategy that focuses predominantly on maximizing the rate of return on investment of capital by

controlling operating and capit al costs and maximizing reserve recoveries . This strategy is intended to enhance the

generation of cash flow and earnings from each unit of production on a cost

- effective basis, allowing EOG to deliver

long

- term production growth while maintaining a stron g balance sheet. EOG implements its strategy by emphasizing

the drilling of internally generated prospects in order to find and develop low

- cost reserves. Maintaining the lowest

possible operating cost structure that is consistent with prudent and safe o perations is also an important goal in the

implementation of EOG's strategy.

Net income for 201 2 totaled $ 570 million as compared to $ 1,091 million for 201 1 . At December 31, 201 2

, EOG's total estimated net proved reserves were 1,811 million barrels of o il equivalent (MMBoe) , a de crease of 243

MMBoe from December 31, 201 1

. During 201 2

, net proved crude oil and condensate and natural gas liquids

( NGLs ) reserves increased by 276 million barrels (MMBbl)

, and net proved natur al gas reserves decreased by 3,11 1

billion cubic feet or 519 MMBoe.

Operations

Several important developments have occurred since January 1, 201 2

.

United States and Canada. EOG's efforts to identify plays with large reserve potential has proven a

successful supplement to its base development and exploitation program in the United States and Canada. EOG

continues to drill numerous wells in large acreage plays, which in the aggregate are expected to contribute

substantially to EOG's crude oil and liquids

- rich natural gas production . EOG has placed an emphasis on applying

its horizontal drilling and completion expertise gained from its natural gas resource plays to unconventional crude oil

and liquids

- rich reservoirs. In 201 2 , EOG focused its efforts on developing its existing Nort h American crude oil

and liquids

- rich acreage. In addition, EOG continues to evaluate certain potential crude oil and, to a lesser extent,

liquids

- rich natural gas exploration and development prospects. During 201 2 , crude oil and condensate and NGLs

prod uction accounted for approximately 46% of total company production as compared to 37 % during 201 1

. In

North America , crude oil and condensate and NGLs production accounted for approximately 53% of total North

American production during 201 2 as compared to 42 % in 201 1 . This liquids growth primarily reflects increased

production from the Eagle Ford Shale near San Antonio, Texas, the North Dakota Bakken and the Permian Basin

. In

201 2 , EOG's net Eagle Ford S h ale production averaged 83.5 thousand barrels per day (MBbld) of crude oil and

condensate and NGLs as compared to 34.1 M B b ld in 201 1

. Based on current trends, EOG expects its 201 3 crude oil

and condensate and NGLs production to continue to increase both in total and as a percentage of total company

produ ction as compared to 201 2

. EOG's major producing areas are in Louisiana, New Mexico, North Dakota,

Texas, Utah, Wyoming and western Canada.

EOG delivers its crude oil to various markets in the United States, including sales points on the Gulf Coast

wh ere sales are based upon the Light Louisiana Sweet (LLS) crude oil index

. As part of its diversification strategy

for its crude

- by

- rail shipments, in April 2012, EOG completed the construction of a crude oil unloading facility in St.

James, Louisiana, whe re sales are based upon the LLS crude oil index. This facility, which received the first unit

train of EOG crude oil in April 2012, has a capacity of approximately 120 MBbld

, of which 100 MBbld belongs to

EOG

. To support its Permian Basin operations, EOG commissioned a crude oil loading facility in Barnhart, Texas

, in 2012. EOG believes that its crude

- by

- rail facilities provide a distinct competitive advantage giving it the ability to

direct its crude oil shipments via rail car to the most favorable mark ets

, including both the Gulf Coast and Cushing,

Oklahoma, markets. Additionally, i n July 2012, EOG began shipping a portion of its Eagle Ford Shale crude oil

production to Gulf Coast sales points on the newly completed Enterprise Products Partners L.P. cr ude oil pipeline.33 During 2012, EOG increased production of processed sand at its state

- of

- the

- art Chippewa Falls,

Wisconsin, sand plant. The plant process es sand from multiple nearby EOG

- owned sand mines. The first unit train

of processed sand was d ispatched from Chippewa Falls in January 2012. During 2012, EOG shipped 70 sand unit

trains of approximately 100 cars each to a new EOG sand storage facility in Refugio, Texas, where sand can also be

coated for added strength. From Refugio, the sand is s hipped primarily to the South Texas Eagle Ford Shale . EOG

also ships its processed sand to other plays, including the North Dakota Bakken and the Permian Basin.

EOG Resources Canada Inc. ( EOGRC ) own ed a 30% interest in both the planned liquefied natural gas

export terminal to be located near the Port of Kitimat, British Columbia (Kitimat LNG Terminal) and the proposed

Pacific Trail Pipeline s (PTP) which is intended to link Western Canada' s natural gas producing regions to the

Kitimat LNG T erminal. In De cember 2012, EOGRC signed a purchase and sale agreement for the sale of its entire

interest in the Kitimat LNG Terminal and PTP , as well as approximately 28,500 undeveloped net acres in the Horn

River Basin, to Chevron Canada Limited. The transaction clos e d in February 2013.

International. In Trinidad, EOG continued to deliver natural gas under existing supply contracts. Several

fields in the South East Coast Consortium Block, Modified U(a) Block and Modified U(b) Block, as well as the

Pelican Field, have been developed and are producing natural gas and crude oil and condensate. In February 2012

, production from both the Toucan Field in Block 4(a) and the adjacent EMZ Area began suppl ying natural gas under

a contract with the Natural Gas Company of Tr inidad and Tobago.

During the fourth quarter of 2012, EOG began drilling an exploratory well in the Modified U(a) Block

which was successful . This well and three additional wells to be drilled in 2013 will be completed in the first half of

2013.

In 2006, EOG Resources United Kingdom Limited ( EOGUK ) participated in the drilling and successful

testing of the Columbus prospect in the Central North Sea Block 23/16f. EOG has a 25% non

- operating working

interest in this block. A successful Columbus natur al gas prospect appraisal well was drilled during the third quarter

of 2007. The field operator submitted a revised field development plan to the U.K. Department of Energy and

Climate Change (DECC) during the third quarter of 201 2 and anticipates receivin g approval of this plan in the

second quarter of 201 3 . The project participants are currently negotiat ing commercial agreements

.

In 2007, EOGUK was awarded a license for two blocks in the East Irish Sea

- Blocks 110/7b and 110/12a.

In 2009, EOGUK dril led a successful exploratory well in its East Irish Sea B lock 110/12a. Well 110/12

- 6, in which

EOGUK has a 100% working interest, was an oil discovery and was designated the Conwy field. In 2010, EOGUK

added an adjoining field in its East Irish Sea block , designated Corfe, to its overall development plans. Field

development plans for the Conwy and Corfe fields were approved by the DECC in March 201 2

. The production

platform and pipelines were installed in 2 0 12

, and EOG expects to begin processing facili ty installation during the

first half of 2013

. The Conwy development drilling program is expected to commence during the second quarter of

2013, with initial production expected in the fourth quarter of 201 3

.

In 2009, EOGUK was awarded a license for B lock 21/12b in the Central North Sea where it expects to drill

an exploratory well to test a crude oil prospect in late 2013. EOGUK has 100% interest in this block.

In 2011, EOG signed two exploration contracts and one farm

- in agreement covering approxi mately 80 ,000

net acres in the Neuquén Basin in Neuquén Province, Argentina. During the first half of 2012, EOG participated in

the drilling and completion of a vertical well in the Bajo de l Toro Block. In the first half of 201 2 , EOG drill ed a

well to mo nitor future well completions in the Aguada del Chivato Block and drilled and completed a horizontal well

in this block. Both the horizontal and vertical wells that were completed are under evaluation. During the first

quarter of 2013, EOG plans to compl ete the monitoring well in the Aguada del Chivato Block.

EOG continues to evaluate other select crude oil and natural gas opportunities outside the United States and

Canada primarily by pursuing exploitation opportunities in countries where indigenous cr ude oil and natural gas

reserves have been identified.3 4

Capital Structure

One of management's key strategies is to maintain a strong balance sheet with a consistently below average

debt

- to

- total capitalization ratio as compared to those in EOG's peer g roup. EOG's debt

- to

- total capitalization ratio

was 32% and 28 % at December 31, 201 2 and 201 1 , respectively. As used in this calculation, total capitalization

represents the sum of total current and long

- term debt and total stockholders' equity.

On Se ptember 10, 2012, EOG closed its sale of $1,250 million aggregate principal amount of 2.625%

Senior Notes due 2023 (Notes). Interest on the Notes is payable semi

- annually in arrears on March 15 and

September 15 of each year, beginning March 15, 2013. Net proceeds from the Notes offering of approximately

$1,234 million were used for general corporate purposes

, including the repayment of outstanding commercial paper

borrowings and funding of capital expenditures.

During 201 2 , EOG funded $7. 5 billion in ex ploration and development and other property, plant and

equipment expenditures (excluding asset retirement obligations ), paid $181 million in dividends to common

stockholders and purchased $5 9 million of treasury stock in connection with stock compensation plans , primarily by

utilizing cash provided from its operating activities, net proceeds of $1,234 million from the issuance of the Notes

, proceeds of $1,310 million from the sale of certain North American assets and proceeds of $83 million from stock

opti ons exercised and employee stock purchase plan activity

.

T otal anticipated 201 3 capital expenditures are estimated to range from approximately $7.0 billion to $7.2

billion , excluding acquisitions

. The majority of 201 3 expenditures will be focused on Uni ted States crude oil and , to

a lesser extent, liquids

- rich natural gas drilling activity

. EOG expects capital expenditures to be greater than cash

flow from operating activities for 201 3

. EOG's business plan includes selling certain non

- core assets in 20 13

, realizing proceeds of approximately $550 million, to cover the anticipated shortfall. EOG has significant flexibility

with respect to financing alternatives, including borrowings under its commercial paper program and other

uncommitted credit faciliti es, bank borrowings, borrowings under its $2.0 billion senior unsecured Re volving Credit

Agreement (2011 F acility) and equity and debt offerings.

When it fits EOG's strategy, EOG will make acquisitions that bolster existing drilling programs or offer

E OG incremental exploration and/or production opportunities. Management continues to believe EOG has one of

the strongest prospect inventories in EOG's history.35

Results of Operations

The following review of operations for each of the three years in the period ended December 31, 201 2

, should

be read in conjunction with the consolidated financial statements of EOG and notes thereto beginning on page F

- 1.

Net Operating Revenues

During 201 2 , net operating revenues increased $1,55 7 million, or 15%, to $11,68 3 million from $ 10,126

million in 201 1 . Total wellhead revenues, which are revenues generated from sales of EOG's production of crude oil

and condensate, NGLs and natural gas, in 201 2 increased $1,100 million, or 16%, to $7,958 million from $ 6,85 8

million in 201 1 . During 201 2 , EOG recognized net gains on the mark

- to

- market of financial commodity derivative

contracts of $394 million compared to net gains of $ 626 million in 201 1

. Gathering, processing and marketing

revenues, which are revenues gen erated from sales of third

- party crude oil and condensate, NGLs and natural gas as well

as gathering fees associated with gathering third

- party natural gas, increased $98 1 million, or 46%, during 201 2

, to

$3,09 7 million from $ 2,116 million in 201 1 . Gains on asset dispositions, net, totaled $193 million and $ 493 million in

201 2 and 201 1 , respectively

.36 Wellhead volume and price statistics for the years ended December 31, 201 2

, 201 1 and 2010 were as follows:

Year Ended December 31 2012 2011 2010

Cr ude Oil and Condensate Volumes (MBbld) (1)

United States 149.3 102.0 63.2

Canada 7.0 7.9 6.7

Trinidad 1.5 3.4 4.7

Other International (2) 0.1 0.1 0.1

Total 157.9 113.4 74.7

Average Crude Oil and Condensate Prices ($/Bbl) (3)

United States $ 98.38 $ 92.92 $ 74.88

Canada 86.08 91.92 72.66

Trinidad 92.26 90.62 68.80

Other International (2) 89.57 100.11 73.11

Composite 97.77 92.79 74.29

Natural Gas Liquids Volumes ( MBbld) (1)

United States 55. 1 41.5 29.5

Canada 0.8 0.9 0.9

Total 55.9 42.4 30.4

Average Natural Gas Liquids Prices ($/Bbl) (3)

United States $ 35.41 $ 50.37 $ 41.68

Canada 44.13 52.69 43.40

Composite 35.54 50.41 41.73

Natural Gas Volumes (MMcfd) (1)

United States 1,034 1,113 1,133

Canada 95 132 200

Trinidad 378 344 341

Other International (2) 9 13 14

Total 1,516 1,602 1,688

Average Natu ral Gas Prices ($/Mcf) (3)

United States $ 2.51 $ 3.92 $ 4.30

Canada 2.49 3.71 3.91

Trinidad 3.72 3.53 2.65

Other International (2) 5.71 5.62 4.90

Composite 2.83 3.83 3.93

Crude Oil Equivalent Volumes (MBoed) (4)

United States 376

. 6 329.1 281.5

Canada 23.6 30.7 40.9

Trinidad 64

. 5 60.7 61.5

Other International (2) 1.7 2.2 2.5

Total 466. 4 422.7 386.4

Total MMBoe (4) 170. 7 154.3 141.1

(1) Thousand ba rrels per day or m illion cubic feet per day, as applicable.

(2) Other International includes EOG's United Kingdom

, China and Argentina operations.

(3) Dollars per barrel or per thousa nd cubic feet, as applicable. Excludes the impact of financial commodity derivative instruments (see Note

11 to Consolidated Financial Statements)

. (4) Thousand barrels of oil equivalent per day or million barrels of oil equivalent, as applicable; includes crude oil and condensate, NGLs and

natural gas. Crude oil equivalents are determined using the ratio of 1.0 barrel of crude oil and condensate or NGLs to 6.0 thousand cubic

feet of natural gas. MMBoe is calculated by multiplying the MBoed amount by the number of days in the period and then dividi ng that

amount by one thousa nd.37 2012 compared to 2011. Wellhead crude oil and condensate revenues in 2012 increased $1, 821 million, or

47%, to $5,659 million from $3,838 million in 2011, due to an increase of 45 MBbld, or 39%, in wellhead crude oil

and condensate deliveries ($1,5 33 million) and a higher composite average wellhead crude oil and condensate price

($288 million). The increase in deliveries primarily reflects increased production in the Eagle Ford Shale and

Bakken . EOG's composite average wellhead crude oil and conde nsate price for 2012 increased 5% to $97.77 per barrel compared to $92.79 per barrel in 2011.

NGLs revenues in 2012 de creased $52 million, or 7%, to $727 million from $779 million in 2011, due to a lower composite average price ($304 million), partially offset by an increase of 14 MBbld, or 32%, in NGLs

deliveries ($252 million). The increase in deliveries primarily reflects increased volumes in the Eagle Ford Shale (7

MBbld) , the Fort Worth Basin Barnett Shale ( 3 M B bld) and the Permian Basin ( 2 MBbld). EOG's composite

average NGLs price in 2012 de creased 30% to $35.54 per barrel compared to $5 0 .41 per barrel in 2011.

Wellhead natural gas revenues in 201 2 decreased $669 million, or 30 %, to $1,572 million from $2, 241

million in 201 1 . The decrease was due to a lower composite average wellhead natural gas price ($ 554 million) and

decreased natural gas deliveries ($115 million)

. Natural gas deliveries in 2012 decreased 86 MMcfd, or 5%, to

1,516 MMcfd from 1,602 MMcfd in 2011. The decrease was primarily due to lower production in the United States

(79 MMcfd) and Canada (37 MMcfd), partially offset by increased production in Trinidad (34 MMcfd). The

decrease in the United States was primarily attributable to asset sales and reduced natural gas drilling a ctivity . The

decrease in Canada primarily reflects decreased production in Alberta and the Horn River Basin area. The increase

in Trinidad was primarily attributable to an increase in contractual deliveries. EOG's composite average wellhead

natural gas price decreased 26 % to $ 2.83 per Mcf in 201 2 from $3. 83 per Mcf in 201 1

.

During 2012, EOG recognized net gains on the mark

- to

- market of financial commodity derivative contracts

of $394 million, which included net realized gains of $711 million. During 2 011, EOG recognized net gains on the

mark

- to

- market of financial commodity derivative contracts of $626 million, which included net realized gains of

$ 181 million.

Gathering, processing and marketing revenues represent sales of third

- party crude oil an d condensate,

NGLs and natural gas as well as fees associated with gathering third

- party natural gas. For the years ended

December 31, 2012, 2011 and 2010, gathering, processing and marketing revenues were primarily related to sales of

third

- party crude o il and natural gas. P urchase s and sale s of third

- party crude oil and natural gas are utilized in order

to balance firm transportation capacity with production in certain areas and to utilize excess capacity at EOG

- owned

facilities. Marketing costs repres ent the costs of purchasing third

- party crude oil and natural gas and the associated

transportation costs.

During 2012, gathering, processing and marketing revenues and marketing costs increased , compared to

2011, primarily as a result of increased crude oil marketing activities. Gathering, processing and marketing revenues

less marketing costs in 2012 totaled $ 6 1 million compared to $44 million in 2011.

2011 compared to 2010. Wellhead crude oil and condensate revenues in 2011 increased $1,839 million , or

92%, to $3,838 million from $1,999 million in 2010, due to an increase of 39 MBbld, or 52%, in wellhead crude oil

and condensate deliveries ($1,074 million) and a higher composite average wellhead crude oil and condensate price

($765 million). The in crease in deliveries primarily reflects increased production in Texas (35 MBbld) and

Colorado (3 MBbld). Production increases in Texas were the result of increased production from the Eagle Ford

Shale ( 26 MBbld ) and Fort Worth Basin Barnett Combo ( 8 MBbld ) plays. EOG's composite average wellhead crude

oil and condensate price for 2011 increased 25% to $92.79 per barrel compared to $74.29 per barrel in 2010.38 NGLs revenues in 2011 increased $317 million, or 69%, to $779 million from $462 million in 2010, due to

an increase of 12 MBbld, or 39%, in NGLs deliveries ($183 million) and a higher composite average price ($134

million). The increase in deliveries primarily reflects increased volumes in the Fort Worth Basin Barnett Shale (6

MBbld)

, the Eagle Ford Shale (4 MBbld) and the Rocky Mountain area (3 MBbld) . EOG's composite average

NGLs price in 2011 increased 21% to $50.41 per barrel compared to $41.73 per barrel in 2010.

Wellhead natural gas revenues in 2011 decreased $17 9 million, or 7%, to $2,24 1 million from $2,420

million in 2010. The decrease was due to reduced natural gas deliveries ($123 million) and a lower composite

average wellhead natural gas price ($5 6 million). EOG's composite average wellhead natural gas price decreased

3 % to $3.8 3 p er Mcf in 2011 from $3.93 per Mcf in 2010.

Natural gas deliveries in 2011 decreased 86 MMcfd, or 5%, to 1,602 MMcfd from 1,688 MMcfd in 2010.

The decrease was primarily due to lower production in Canada (68 MMcfd) and the United States (20 MMcfd). The

decrease in Canada primarily reflects sales of certain shallow natural gas assets in 2010, partially offset by increased

production from the Horn River Basin area. The decrease in the United States was primarily attributable to

decreased production in the Rocky Mountain area (36 MMcfd), Louisiana (17 MMcfd), Mississippi (11 MMcfd),

New Mexico (8 MMcfd) and Kansas (5 MMcfd), partially offset by increased production in Texas (38 MMcfd) and

Pennsylvania (23 MMcfd).

During 2011, EOG recognized net gains on the mark

- to

- market of financial commodity derivative contracts

of $626 million, which included net realized gains of $181 million. During 2010, EOG recognized net gains on the

mark

- to

- market of financial commodity derivative contracts of $62 million, whic h included net realized gains of $7

million.

During 2011, gathering, processing and marketing revenues and marketing costs increased primarily as a

result of increased crude oil marketing activities. Gathering, processing and marketing revenues less m arketing costs

in 2011 increased $1 9 million to $4 4 million from $25 million in 2010, primarily as a result of increased crude oil

marketing activities.

Operating and Other Expenses

2012 compared to 2011 . During 2012, operating expenses of $10,203 mil lion were $2,190 million higher

than the $8,013 million incurred in 2011. The following table presents the costs per barrel of oil equivalent (Boe)

for the years ended December 31, 2012 and 2011:

2012 2011

Lease and Well $ 5.85 $ 6.11

Transpor tation Costs 3.52 2.79

Depreciation, Depletion and Amortization (DD&A)

- Oil and Gas Properties 17.71 15.52

Other Property, Plant and Equipment 0.85 0.79

General and Administrative (G&A) 1.94 1.98

Net Interest Expense 1.25 1.36

Total (1) $ 31.12 $ 28.5 5

(1) Total excludes gathering and processing costs, exploration costs, dry hole costs, impairments, marketing

costs and taxes other than income.

The primary factors impacting the cost components of per

- unit rates of lease and well, transportation costs,

DD&A and G&A for 2012 compared to 2011 are set forth below.39 Lease and well expenses include expenses for EOG

- operated properties, as well as expenses billed to EOG

from other operators where EOG is not the operator of a property. Lease and well expenses can be divided into the

following categories: costs to operate and maintain crude oil and natural gas wells, the cost of workovers and lease

and well administrative expenses. Operating and maintenance costs include, among other thi ngs, pumping services,

salt water disposal, equipment repair and maintenance, compression expense, lease upkeep and fuel and power.

Workovers are operations to restore or maintain production from existing wells.

Each of these categories of costs individ ually fluctuates from time to time as EOG attempts to maintain and

increase production while maintaining efficient, safe and environmentally responsible operations. EOG continues to

increase its operating activities by drilling new wells in existing and n ew areas. Operating and maintenance costs

within these existing and new areas, as well as the costs of services charged to EOG by vendors, fluctu ate over time.

In general, operating and maintenance costs for wells producing crude oil are higher than opera ting and maintenance

costs for wells producing natural gas.

Lease and well expenses of $1,000 million in 2012 increased $ 58 million from $ 942 million in 201 1

primarily due to higher operating and maintenance expenses in the United States ($ 60 million ) a nd Trinidad ($ 5

million) and increased lease and well administrative expenses in the United States ($ 15 million)

, partially offset by

lower operating and maintenance expenses in Canada ($ 12 million) and de creased workover expenditures in Canada

($ 6 million ) and the United States ($ 5 million)

.

Transportation costs represent costs associated with the delivery of hydrocarbon products from the lease to

a downstream point of sale. Transportation costs include transportation fees

, costs associated with crude

- b y

- rail

operations

, the cost of compression (the cost of compressing natural gas to meet pipeline pressure requirements),

dehydration (the cost associated with removing water from natural gas to meet pipeline requirements), gathering fees

and fuel costs.

Transportation costs of $601 million in 2012 increased $171 million from $430 million in 2011 primarily

due to increased transportation costs related to production from the Eagle Ford Shale ($10 1 million) and the Rocky

Mountain area ($73 million).

DD&A o f the cost of proved oil and gas properties is calculated using the unit

- of

- production method.

EOG's DD&A rate and expense are the composite of numerous individual field calculations. There are several

factors that can impact EOG's composite DD&A rate an d expense, such as field production profiles, drilling or

acquisition of new wells, disposition of existing wells, reserve revisions (upward or downward) primarily related to

well performance , economic factors and impairments. Changes to these factors may cause EOG's composite DD&A

rate and expense to fluctuate from year to year. DD&A of the cost of other property, plant and equipment is

generally calculated using the straight

- line depreciation method over the useful lives of the assets. Other property,

plant and equipment consists of gathering , transportation and processing infrastructure assets, compressors, crude

by

- rail assets, sand mine and sand processing assets, vehicles, buildings and leasehold improvements, furniture and

fixtures, and computer ha rdware and software.

DD&A expenses in 2012 increased $65 4 million to $3, 170 million from $2,516 million in 2011. DD&A

expenses associated with oil and gas properties in 2012 were $631 million higher than in 201 1 primarily due to

higher unit rates ($37 9 million), increased production in the United States ($296 million) and Trinidad ($ 7 million)

, partially offset by a decrease in production in Canada ($57 million). DD&A rates increased due primarily to a

proportional increase in production from higher c ost properties in the United States ($331 million), Trinidad ($33

million) and Canada ($20 million).

DD&A expenses associated with other property, plant and equipment were $ 23 million higher in 201 2 than

in 201 1 primarily due to gathering and processing assets being placed in service in the Eagle Ford Shale.

G&A expenses of $332 million in 201 2 were $27 million higher than 201 1 due primarily to higher

employee

- related costs ($22 million) and higher information systems costs ($5 million)

.40 Gathering an d processing costs represent operating and maintenance expenses and administrative expenses

associated with operating EOG's gathering and processing assets.

Gathering and processing costs increased $17 million to $98 million in 201 2 compared to $ 81 milli on in

201 1 . The increase primarily reflects increased activities in the Eagle Ford Shale ($21 million), partially offset by

decreased costs in the Fort Worth Basin Barnett Shale area ($7 million).

Exploration costs of $186 million in 2012 increased $14 million from $172 million for the same prior year

period primarily due to increased expenditures in the United States

.

Impairments include amortization of unproved oil and gas property costs, as well as impairments of proved

oil and gas properties and ot her assets . Unproved properties with individually significant acquisition costs are

amortized over the lease term and analyzed on a property

- by

- property basis for any impairment in value. Unproved

properties with acquisition costs that are not individual ly significant are aggregated, and the portion of such costs

estimated to be nonproductive is amortized over the remaining lease term. When circumstances indicate that a

proved property may be impaired, EOG compares expected undiscounted future cash flows at a producing field level

to the unamortized capitalized cost of the asset. If the future undiscounted cash flows are lower than the unamortized

capitalized cost, the capitalized cost is reduced to fair value. Fair value is generally calculated by usin g the Income

Approach as described in the Fair Value Measurement Topic of the Financial Accounting Standards Board's

Accounting Standards Codification (ASC) . For certain assets held for sale, EOG utilize s accepted bids as the basis

for determining fair va lue.

Impairments of $1,271 million in 201 2 increased $240 million from $ 1,031 million in 201 1 primarily due to

increased impairments of proved and unproved properties in Canada ( $ 534 million), partially offset by decreased

impairments of proved propertie s and other assets in the United States ($232 million) and decreased amortization of

unproved property costs ($50 million) in the United States. EOG recorded impairments of proved and unproved

properties ; other property

, plant and equipment; and other ass ets of $1, 133 million and $834 million in 2012 and

2011, respectively. The 2012 and 2011 amounts include impairments of $1,022 million and $745 million related to

certain North American assets as a result of declining commodity prices and using accept ed b ids for determining fair

value

.

Taxes other than income include severance/production taxes, ad valorem/property taxes, payroll taxes,

franchise taxes and other miscellaneous taxes. Severance/production taxes are generally determined based on

wellhead re venues

, and ad valorem/property taxes are generally determined based on the valuation of the underlying

assets.

Taxes other than income in 201 2 increased $8 4 million to $495 million (6.2% of wellhead revenues) from

$ 411 million (6 .0 % of wellhead revenu es) in 201 1 . The increase in taxes other than income was primarily due to

increased severance/production taxes in the United States ($70 million) primarily as a result of increased wellhead

revenues and a newly enacted fee imposed by the State of Pennsylv ania on certain wells drilled in the state in 2012

and prior years and higher ad valorem/property taxes in the United States ($30 million) , partially offset by decreased

severance/production taxes in Trinidad ($17 million).

Other income, net was $14 mill ion in 201 2 compared to $ 7 million in 201 1 . The in crease of $7 million was

primarily due to higher interest income ($8 million) primarily as a result of interest on severance tax refunds, an

increase in foreign currency transaction gains ($8 million) and higher equity income from ammonia plants in

Trinidad ($3 million) , partially offset by increased losses on warehouse stock ($5 million) and higher operating

losses on EOG's investment in the PTP ($ 4 million).

Income tax provision of $ 710 million in 201 2 de creased $ 109 million from $ 819 million in 201 1 due

primarily to lower pretax income. The net effective tax rate for 201 2 in creased to 55 % from 43 % in 201 1 . The

effective tax rate for 201 2 exceeded the United States statutory tax rate (35%) due primaril y to foreign losses in

Canada (26% statutory tax rate) and Canadian valuation allowances

.41 201 1 compared to 2010 . During 201 1 , operating expenses of $8,013 million were $2,436 million higher

than the $ 5,577 million incurred in 2010

. The following tabl e presents the costs per Boe for the years ended

December 31, 201 1 and 2010 :

201 1 2010

Lease and Well $ 6.11 $ 4.96

Transportation Costs 2.79 2.74

DD&A

Oil and Gas Properties (1) 15.52 13.19

Other Property, Plant and Equipment 0. 79 0.79

G&A 1.98 1.99

Net Interest Expense 1.3 6 0.92

Total (2) $ 28.5 5 $ 24.59

(1) The 2010 amount excludes the reductions in the estimated fair value of the contingent consideration liability

of $24 million, or $0.17 per Boe

, relat ed to the acq uisition of certain unproved acreage

. (2) Total excludes gathering and processing costs, exploration costs, dry hole costs, impairments, marketing

costs and taxes other than income.

The primary factors impacting the cost components of per

- unit rates of l ease and well, transportation costs,

DD&A, G&A and net interest expense for 201 1 compared to 2010 are set forth below.

Lease and well expenses of $942 million in 2011 increased $244 million from $698 million in 2010

primarily due to higher operating and maintenance expenses in the United States ($188 million), increased lease and

well administrative expenses in the United States ($33 million), increased workover expenditures in the United

States ($11 million) and Canada ($4 million) and unfavorable change s in the Canadian exchange rate ($6 million)

, partially offset by lower operating and maintenance costs in Canada ($4 million).

Transportation costs of $430 million in 2011 increased $45 million from $385 million in 2010 primarily

due to increased transp ortation costs in the Eagle Ford Shale ($30 million), the Upper Gulf Coast region ($16

million) and the Fort Worth Basin Barnett Shale area ($9 million), partially offset by decreased transportation costs

in Canada ($4 million), the Rocky Mountain area ($2 million) and the South Texas area ($2 million). The net

increase in transportation costs primarily reflects increased volumes transported to downstream markets.

DD&A expenses in 201 1 increased $574 million to $2,516 million from $1, 942 million in 201 0 . DD&A

expenses associated with oil and gas properties in 201 1 were $563 million higher than in 2010 primarily due to

higher unit rates ($37 5 million)

, increased production in the United States ($24 9 million)

, a reduction during 2010 in

the fair value of the contingent consideration liability ($24 million) and unfavorable changes in the Canadian

exchange rate ($11 million) , partially offset by a decrease in production in Canada ($77 million). DD&A rates

increased due primarily to a proportional increase in production from higher cost properties in the United States

($3 0 6 million), Trinidad ($37 million) and Canada ($9 million).

DD&A expenses associated with other property, plant and equipment were $11 million higher in 201 1 than

in 2010 primarily due to gathering and processing assets being placed in service in the Eagle Ford Shale ($5 million)

and the Rocky Mountain area ($3 million).

G&A expenses of $305 million in 201 1 were $25 million higher than 2010 due primarily to higher

employee

- related costs.

Net interest expense of $210 million in 201 1 increased $80 million from $ 130 million in 2010 primarily due to

a higher average debt balance ($ 56 million)

, lower capitalized interest ($18 million) and the write

- off of fees associated

with revolving credi t facilities cancelled in 2011 in connection with the establishment of the 2011 F acility ($6 million)

.42 Gathering and processing costs increased $14 million to $81 million in 201 1 compared to $ 67 million in

2010 . The increase primarily reflects increase d activities in the Fort Worth Basin Barnett Shale area ($ 10 million)

, the Eagle Ford Shale ($5 million) and Canada ( $5 million), partially offset by decreased activities in the Upper Gulf

Coast region ($5 million) and the Rocky Mountain area ($ 4 million).

Exploration costs of $172 million in 201 1 de creased $15 million from $ 187 million for the same prior year

period primarily due to de creased geological and geophysical expenditures in the United States

.

Impairments of $1,031 million in 201 1 increased $ 288 million from $ 743 million in 2010 primarily due to

increased impairments of proved properties and other property, plant and equipment in the United States . EOG

recorded impairments of proved properties and other property, plant and equipment of $834 m illion and $ 526

million in 201 1 and 2010 , respectively. The 2011 amount includes impairments of $ 745 million related to certain

North American natural gas assets as a result of declining commodity price s and accepted bids

.

Taxes other than income in 201 1 increased $9 4 million to $41 1 million ( 6 .0 % of wellhead revenues) from

$ 317 million ( 6.5 % of wellhead revenues) in 2010 . The increase in taxes other than income was primarily due to

increased severance/production taxes primarily as a result of increased wellhead revenues in the United States ($ 101

million) and a decrease in credits available to EOG in 201 1 for Texas high cost gas severance tax rate reductions as a

result of fewer wells qualifying for such credit ($ 8 million)

, partially offset by lower ad valorem/property taxes in the

United States ($ 9 million) and Canada ($4 million) and decreased severance/production taxes in Trinidad ($4

million)

.

Other income, net was $7 million in 201 1 compared to $ 14 million in 2010 . The de crease of $7 million was

primarily due to operating losses on EOG's investment in the PTP ($5 million) and an increase in foreign currency

transaction losses ($5 million), partially offset by higher equity income from ammonia plants in Trinidad ($3

million).

Income tax provisio n of $ 819 million in 2011 increased $57 2 million from $247 million in 2010 due

primarily to greater pretax income. The net effective tax rate for 2011 decreased to 43% from 61% in 2010 . The

effective tax rate for 2011 exceeded the United States statutory tax rate (35%) due mostly to foreign earnings in

Trinidad (55% statutory tax rate) combined with losses in Canada (27% statutory tax rate).

Capital Resources and Liquidity

Cash Flow

The primary sources of cash for EOG during the three

- year period en ded December 31, 201 2

, were net

funds generated from operations, net proceeds from issuance s of long

- term debt, proceeds from asset sales

, net

proceeds from the sale of Common Stock, proceeds from stock options exercised and employee stock purchase plan

ac tivity, net commercial paper borrowings and borrowings under other uncommitted credit facilities and revolving

credit facilities . The primary uses of cash were exploration and development expenditures; other property, plant and

equipment expenditures; div idend payments ; and repayments of debt

.

2012 compared to 2011. Net cash provided by operating activities of $5, 237 million in 2012 increased

$ 659 million from $4,578 million in 2011 primarily reflecting an increase in wellhead revenues ($1,100 million) and

a favorable change in the net cash flow from the settlement of financial commodity derivative contracts ($531

million)

, partially offset by unfavorable changes in working capital and other assets and liabilities ($ 42 2 million), an

increase in cash oper ating expenses ($369 million) and an increase in net cash paid for income taxes ($100 million)

.

Net cash used in investing activities of $6, 119 million in 2012 increased by $ 364 million from $5,755

million for the same period of 2011 due primarily to an increase in additions to oil and gas properties ($ 441 million)

and a decrease in proceeds from sales of assets ($123 million), partially offset by favorable changes in working

capital associated with investing activities ($163 million) and a de crease in ad ditions to other property, plant and

equipment ($37 million).43 Net cash provided by financing activities of $1,140 million in 2012 included net proceeds from the issuance

of the Notes ($1,234 million)

, proceeds from stock options exercised and employee stock purchase plan activity ($83

million) and excess tax benefits from stock

- based compensation ($67 million) . Cash used in financing activities

during 2012 included cash dividend payments ($181 million) and treasury stock purchases in connection with s tock

compensation plans ($59 million).

201 1 compared to 2010

. Net cash provided by operating activities of $4,57 8 million in 201 1 in creased

$1,86 9 million from $2, 709 million in 2010 primarily reflecting an increase in wellhead revenues ($1, 977 million)

, favorable change s in the net cash flow from the settlement of financial commodity derivative contracts ($174

million) and favorable changes in working capital and other assets and liabilities ($ 13 7 million)

, partially offset by

a n in crease in cash operat ing expenses ($383 million)

, an increase in cash paid for interest expense ($40 million) and

an increase in cash paid for income taxes ($27 million).

Net cash used in investing activities of $5,755 million in 201 1 increased by $852 million from $ 4,903

mi llion for the same period of 2010 due primarily to an increase in additions to oil and gas properties ($1,084

million)

, unfavorable changes in working capital associated with investing activities ($446 million) and an increase

in additions to other propert y, plant and equipment ($286 million)

, partially offset by an increase in proceeds from

sales of assets ($761 million) and the acquisition of Galveston LNG Inc. in 2010 ($210 million)

.

Net cash provided by financing activities of $1, 009 million in 201 1 included net proceeds from the sale of

Common Stock ($1,388 million) and proceeds from stock options exercised and employee stock purchase plan

activity ($36 million). Cash used in financing activities during 201 1 included the repayment of long

- term debt ($220

million), cash dividend payments ($167 million)

, treasury stock purchases in connection with stock compensation

plans ($24 million) and debt issuance costs associated with the establishment of the 2011 Facility ($5 million)

.

Total Expenditures

The table below sets out components of total expenditures for the years ended December 31, 201 2

, 201 1 and

2010 (in millions):

201 2 2011 2010

Expenditure Category

Capital

Drilling and Facilities $ 6,18 4 $ 5,878 $ 4,634

Leasehold Acqui sitions (1) 505 301 399

Property Acquisitions 1 4 18

Capitalized Interest 50 58 76

Subtotal 6,740 6,241 5,127

Exploration Costs 186 172 187

Dry Hole Costs 15 53 72

Exploration and Development Expenditures 6,941 6,466 5,386

Asset Retirement Costs 12 7 133 72

Total Exploration and Development

Expenditures 7,06 8 6,599 5,458

Other Property, Plant and Equipment ( 2 ) 686 656 581

Total Expenditures $ 7, 754 $ 7,255 $ 6,039

(1) In 2012, leasehold acquisitions include d $ 20 million related to non

- cash property exchanges.

( 2 ) In 2012, other property, plant and equipment include d non

- cash additions of $66 million in connection with a capital lease

transaction in the Eagle Ford S hale.44 Exploration and development expen ditures of $6,941 million for 201 2 were $475 million higher than the

prior year due primarily to increased drilling and facilities expenditures in the United States ($ 263 million)

, the

United Kingdom ($ 65 million), Argentina ($41 million) and Canada ($18 m illion); increased leasehold acquisition

expenditures in the United States ($ 176 million) and Canada ($ 27 million) ; and increased exploration costs in the

United States ($ 14 million)

. These increases were partially offset by decreased drilling and facilit ies expenditures in

Trinidad ($ 84 million)

, decreased dry hole costs in the United States ($ 29 million) and decreased capitalized interest

in the United States ($ 8 million). The 201 2 exploration and development expenditures of $6,941 million included

$5, 9 89 million in development, $901 million in exploration and $50 million in capitalized interest. The 201 1

exploration and development expenditures of $6,466 million included $5,797 million in development, $607 million

in exploration, $58 million in capital ized interest and $4 million in property acquisitions. In 201 1

, other property,

plant and equipment expenditures included $231 million for sand mine and sand processing assets

. The 2010

exploration and development expenditures of $5,386 million included $4,366 million in development, $926 million

in exploration, $76 million in capitalized interest and $18 million in property acquisitions

. In 2010

, other property,

plant and equipment expenditures included $210 million for the acquisition of Galveston LNG Inc

.

The level of exploration and development expenditures, including acquisitions, will vary in future periods

depending on energy market conditions and other related economic factors. EOG has significant flexibility with

respect to financing alterna tives and the ability to adjust its exploration and development expenditure budget as

circumstances warrant. While EOG has certain continuing commitments associated with expenditure plans related to

its operations, such commitments are not expected to be material when considered in relation to the total financial

capacity of EOG.

Derivative Transactions

During 201 2 , EOG recognized net gains on the mark

- to

- market of financial commodity derivative contracts

of $394 million, which included net realized ga ins of $711 million. During 2011 , EOG recognized net gains on the

mark

- to

- market of financial commodity derivative contracts of $ 626 million, which included net realized gains of

$ 181 million. See Note 11 to Consolidated Financial Statements.

Commodity Derivative Contracts. The total fair value of EOG's crude oil and natural gas derivative

contracts is reflected o n the Consolidated Balance Sheets at December 31, 201 2

, as a net asset of $145 million.

Presented below is a comprehensive summary of EOG's crude oil derivative contracts at February 21 , 201 3 , with

notional volumes expressed in barrels per day (Bbld) and prices expressed in dollars per barrel ($/Bbl)

.

Crude Oil Derivative Contracts

Weighted

Volume (1) Average Price

(Bbld) ($/Bbl)

2013

January 2013 (closed) 101,000 $ 99.29

February 1, 2013 through April 30, 2013 109,000 99.17

May 1, 2013 through June 30, 2013 101,000 99.29

July 1, 2013 through December 31, 2013 93,000 98.44

(1) EOG has entered into crude oil derivati ve contracts which give counterparties the option to extend certain

current derivative contracts for additional three

- month or six

- month period s

. Options covering a notional

volume of 8,000 Bbld are exercisable on April 30, 2013. If the counterparties ex ercise all such options, the

notional volume of EOG's existing crude oil derivative contracts will increase by 8,000 Bbld at an average price

of $97.66 per barrel for the period May 1, 2013 through July 31, 2013. Options covering a notional volume of

62 ,0 00 Bbld are exercisable on June 28, 2013. If the counterparties exercise all such options, the notional

volume of EOG's existing crude oil derivative contracts will increase by 62 ,000 Bbld at an average price of

$ 100.24 per barrel for the period July 1, 2 013 through December 31, 2013. Options covering a notional

volume of 54,000 Bbld are exercisable on December 31, 2013. If the counterparties exercise all such options,

the notional volume of EOG's existing crude oil derivative contracts will increase by 54,000 Bbld at an average

price of $98.91 per barrel for the period January 1, 2014 through June 30, 2014.45 Presented below is a comprehensive summary of EOG's natural gas derivative contracts at February 21

, 201 3 , with notional volumes expressed in milli on British thermal units ( MMBtu ) per day (MMBtud) and prices

expressed in dollars per MMBtu ($/MMBtu).

Natural Gas Derivative Contracts

Volume

(MMBtud) Weighted

Average Price

($/MMBtu)

2013 ( 1 )

January 1, 2013 through February 28, 2013 (closed) 150,000 $4.79

March 1, 2013 through December 31, 2013 150,000 4.79

2014 ( 2 )

(1) EOG has entered into n atural gas derivative contracts which give counterparties the option of entering into

derivative contracts at future dates. Such options are ex ercisable monthly up until the settlement date of each

monthly contract. If the counterparties exercise all such options, the notional volume of EOG's existing natural

gas derivative contracts will increa se by 150 ,000 MMBtud at an average price of $ 4.79 p er MMBtu for the

period from March 1, 2013 through December 31, 201 3

. (2) In July 2012, EOG settled its natural gas financial price swap contracts for the period January 1, 2014 through

December 31, 2014 and received proceeds of $36.6 million . In connection w ith these contracts, the

counterparties retain an option of entering into derivative contracts at future dates. Such options are exercisable

monthly up until the settlement date of each monthly contract. If the counterparties exercise all such options,

t he notional volume of EOG’s existing natural gas derivative contracts will increase by 150,000 MM B tud at an

average price of $4.79 per MMBtu for each month of 2014.

Financing

EOG's debt

- to

- total capitalization ratio was 32% at December 31, 201 2

, compar ed to 28 % at December 31,

201 1

. As used in this calculation, total capitalization represents the sum of total current and long

- term debt and total

stockholders' equity.

During 201 2

, the principal amount of total debt outstanding in creased $1,250 million to $6,290 million at

December 31, 2012

, from $5,040 million at December 31, 2011 . The estimated fair value of EOG's debt at

December 31, 201 2 and 201 1 was $7,03 2 million and $ 5, 657 million, respectively. The estimated fair value of debt

was based upon q uoted market prices and, where such prices were not available, other observable inputs regarding

interest rates available to EOG at year

- end. EOG's debt is primar ily at fixed interest rates. While changes in interest

rates affect the fair value of EOG's debt, such changes do not expose EOG to material fluctuations in earnings or

cash flow. During 2012, EOG entered into a capital lease transaction for the use of newly constructed crude oil

storage tanks in the Eagle Ford Shale. At December 31, 2012, the capital lease liability totaled $63 million. See

Note 2 to Consolidated Financial Statements.

During 2012, EOG utilized cash provided by operating activities, proceeds from the issuance of the Notes

as further described below

, proceeds from asset sales and cash provided by borrowings from its commercial paper

program to fund its capital programs. While EOG maintains a $2.0 billion commercial paper program

, the maximum

outstanding at any time during 2012 was $ 959 million, and the amount outstanding at ye ar

- end was zero. The

maximum amount outstanding under uncommitted credit facilities during 2012 was $6 million with zero outstanding

at year

- end. The average borrowings outstanding under the commercial paper program and the uncommitted credit

facilities were $236 million and $41 thousand, respectively, during the year 2012. EOG considers this excess

availability, which is backed by its $2.0 billion senior unsecured Revolving Credit Agreement descr ibed in Note 2 to

Consolidated F inancial Statements, to be ample to meet its ongoing operating needs.

On Sep tember 10, 2012, EOG closed its sale of $1.25 billion aggregate principal amount of the Notes.

Interest on the Notes is payable semi

- annually in arrears on March 15 and September 15 of each year

, beginni ng

March 15, 2013. Net proceeds from the Not es offering of approximately $1, 23 4 million were used for general

corporate purposes, including repayment of outstanding commercial paper borrowings and funding of capital

expenditures.46

Contractual Obligatio ns

The following table summarizes EOG's contractual obligations at December 31, 201 2

, (in thousands):

201 8 &

Contractual Obligations (1) Total 201 3 201 4

- 201 5 201 6

- 201 7 Beyond

Current and Long

- Term Debt $ 6,290,000 $ 400, 000 $ 1,000,000 $ 1,000,000 $ 3,890,000

Capital Lease 62,968 6,579 11,325 12,908 32,156

Non

- Cancelable Operating Leases 523,311 152,021 97,804 78,232 195,254

Interest Payments on Long

- Term

Debt and Capital Lease 1, 690,093 269,996 460,030 4 16,957 543,110

Transportation and Storage Service

Commitments (2) 5, 129,835 1, 582,227 1, 267,751 1,111,416 1,168,441

Drilling Rig Commitments (3) 263,301 167,408 86,472 3,421 6,000

Seismic Purchase Obligations 15,572 15, 397 175

- - Fracturing Services Obligations 2 7 5,319 220 ,531 51,164 3,624

- Other Purchase Obligations 104,520 76, 550 18,537 9 ,204 229

Total Contractual Obligations $ 14, 354,919 $ 2, 890,709 $ 2, 993,258 $ 2,635,762 $ 5,8 35,190

(1) This table does not include the liability for unrecognized tax benefits, EOG's pension or postretirement benefit obligations or

liability for dismantlement, abandonment and asset retirement obligations (see Notes 5, 6 and 14, respectively, to Consolidated

Financial Statements).

(2) Amounts shown are based on current transportation and storage rates and the foreign currency exchange rates used to convert

Canadian dollars and British pounds into United States dollars at December 31, 201 2 . Mana gement does not believe that any

future changes in these rates before the expiration dates of these commitments will have a material adverse effect on the fin ancial

condition or results of operations of EOG.

(3) Amounts shown represent minimum future expen ditures for drilling rig services. EOG's expenditures for drilling rig services

will exceed such minimum amounts to the extent EOG utilizes the drilling rigs subject to a particular contractual commitment

for a period greater than the period set forth in the governing contract or if EOG utilizes drilling rigs in addition to the drilling

rigs subject to the particular contractual commitment (for example, pursuant to the exercise of an option to utilize addition al

drilling rigs provided for in the governing contract).

Off

- Balance Sheet Arrangements

EOG does not participate in financial transactions that generate relationships with unconsolidated entities or

financial partnerships. Such entities or partnerships, often referred to as variable interest enti ties (VIE) or special

purpose entities (SPE), are generally established for the purpose of facilitating off

- balance sheet arrangements or

other limited purposes. EOG was not involved in any unconsolidated VIE or SPE financial transactions or any other

"off

- balance sheet arrangement" (as defined in Item 303(a)(4)(ii) of Regulation S

- K) during any of the periods

covered by this report, and currently has no intention of participating in any such transaction or arrangement in the

foreseeable future.

Foreign Currency Exchange Rate Risk

During 201 2 , EOG was exposed to foreign currency exchange rate risk inherent in its operations in foreign

countries, including Canada, Trinidad, the United Kingdom

, China and Argentina . The foreign currency most

significant t o EOG's operations during 201 2 was the Canadian dollar. The fluctuation of the Canadian dollar in 201 2

impacted both the revenues and expenses of EOG's Canadian subsidiaries. However, since Canadian commodity

prices are largely correlated to United State s prices, the changes in the Canadian currency exchange rate have less of

an impact on the Canadian revenues than the Canadian expenses. EOG continues to monitor the foreign currency

exchange rates of countries in which it is currently conducting business and may implement measures to protect

against foreign currency exchange rate risk.47 Effective March 9, 2004, EOG entered into a foreign currency swap transaction with multiple banks to

eliminate exchange rate impacts that may result from the notes offer ed by one of its Canadian subsidiaries on the

same date (see Note 2 to Consolidated Financial Statements). EOG accounts for the foreign currency swap

transaction using the hedge accounting method, pursuant to the provisions of the Derivatives and Hedging Topic of

the ASC . Under those provisions, as of December 31, 201 2 , EOG recorded the fair value of the foreign currency

swap of $55 million in Other Liabilities on the Consolidated Balance Sheets. Changes in the fair value of the foreign

currency swap res ulted in no net impact to Net Income on the Consolidated Statements of Income and

Comprehensive Income. The after

- tax net impact from the foreign currency swap transaction resulted in an increase

of $1 million to Accumulated Other Comprehensive Income in the Stockholders' Equity section of the Consolidated

Balance Sheets.

Outlook

Pricing. Crude oil and natural gas prices have been volatile

, and this volatility is expected to continue. As a

result of the many uncertainties associated with the world po litical environment, the availabilities of other worldwide

energy supplies and the relative competitive relationships of the various energy sources in the view of consumers, EOG

is unable to predict what changes may occur in crude oil and condensate, NGLs

, natural gas, ammonia and methanol

prices in the future. The market pric e of crude oil and condensate, NGLs and natural gas in 201 3 will impact the amount

of cash generated from operating activities, which will in turn impact EOG's financial position

. Se e ITEM 1A. Risk

Factors.

Including the impact of EOG's 201 3 crude oil derivative contracts (exclusive of options) and based on EOG's

tax position, EOG's price sensitivity in 201 3 for each $1.00 per barrel increase or decrease in wellhead crude oil and

co ndensate price, combined with the estimated change in NGLs price, is approximately $28 million for net income and

$41 million for cash flows from operating activities. Including the impact of EOG's 201 3 natural gas derivative

contracts and based on EOG's tax position and the portion of EOG's anticipated natural gas volumes for 201 3 for which

prices have not been determined under long

- term marketing contracts, EOG's price sensitivity for each $0.10 per Mcf

increase or decrease in wellhead natural gas price is approximately $18 million for net income and $27 million for cash

flows from operating activities. For information regarding EOG's crude oil and natural gas financial commodity

derivative contracts at February 21 , 201 3 , see "Derivative Transactions" ab ove

.

Capital. EOG plans to continue to focus a substantial portion of its exploration and development expenditures

in its major producing areas in the United States. In particular, EOG will be focused on United States crude oil drilling

activity in its Eagle Ford

, Bakken and Three Forks plays and, to a lesser extent, liquids

- rich natural gas drilling

. United States natural gas drilling activity will be limited to that necessary to hold acreage, primarily in the Marcellus.

In order to diversify its over all asset portfolio, EOG expects to conduct exploratory activity in other areas outside of the

United States and Canada and will continue to evaluate the potential for involvement in additional exploitation

- type

opportunities.

The total anticipated 20 1 3 capital expenditures of $7. 0 to $7. 2 billion , excluding acquisitions, is structured

to maintain the flexibility necessary under EOG's strategy of funding its exploration, development, exploitation and

acquisition activities primarily from available i nter nally generated cash flow and the sale of certain non

- core assets.

EOG expects capital expenditures to be greater than cash flow from operating activities for 201 3 . EOG's business

plan includes selling certain non

- core assets in 201 3 , realizing proceeds of approximately $55 0 million, to cover the

anticipated shortfall. However, EOG has significant flexibility with respect to financing alternatives, including

borrowings under its commercial paper program and other uncommitted credit facilities, bank borro wings,

borrowings under its revolving credit facility and equity and debt offerings.

Operations. EOG expects to increase overall production in 201 3 by 4% over 201 2 levels. Total liquids

production is expected to increase by 23%, comprised of an increas e in crude oil and condensate and NGLs

production of 28% and 10%, respectively. North American natural gas production is expected to decrease by 15%

from 201 2 levels.48

Summary of Critical Accounting Policies

EOG prepares its financial statements and th e accompanying notes in conformity with accounting principles

generally accepted in the United States of America, which require management to make estimates and assumptions

about future events that affect the reported amounts in the financial statements an d the accompanying notes. EOG

identifies certain accounting policies as critical based on, among other things, their impact on the portrayal of EOG's

financial condition, results of operations or liquidity, and the degree of difficulty, subjectivity and c omplexity in their

application . Critical accounting policies cover accounting matters that are inherently uncertain because the future

resolution of such matters is unknown. Management routinely discusses the development, selection and disclosure of

each of the critical accounting policies. Following is a discussion of EOG's most critical accounting policies:

Proved Oil and Gas Reserves

EOG's engineers estimate proved oil and gas reserves in accordance with United States Securities and

Exchange Comm ission regulations , which directly impact financial accounting estimates, including depreciation,

depletion and amortization. Proved reserves represent estimated quantities of crude oil and condensate, NGLs and

natural gas that geological and engineering data demonstrate, with reasonable certainty, to be recoverable in future

years from known reservoirs under economic and operating conditions existing at the time the estimates were made.

The process of estimating quantities of proved oil and gas reserves is complex, requiring significant subjective

decisions in the evaluation of all available geological, engineering and economic data for each reservoir. The data

for a given reservoir may also change substantially over time as a result of numerous factors including, but not

limited to, additional development activity, evolving production history and continual reassessment of the viability of

production under varying economic conditions. Consequently, material revisions (upward or downward) to existing

rese rve estimates may occur from time to time

. For re lated discussion, see ITEM 1A. Risk Factors and "Supplemental

Information to Consolidated Financial Statements."

Oil and Gas Exploration Costs

EOG accounts for its crude oil and natural gas exploration and production activities under the successful

efforts method of accounting. Oil and gas exploration costs, other than the costs of drilling exploratory wells, are

charged to expense as incurred. The costs of drilling exploratory wells are capitalized pe nding determination of

whether EOG has discovered proved commercial reserves. Exploratory drilling costs are capitalized when drilling is

complete if it is determined that there is economic producibility supported by either actual production, a conclusive

formation test or by certain technical data if the discovery is located offshore. If proved commercial reserves are not

discovered, such drilling costs are expensed. In some circumstances, it may be uncertain whether proved

commercial reserves have been discovered when drilling has been completed. Such exploratory well drilling costs

may continue to be capitalized if the reserve quantity is sufficient to justify its completion as a producing well and

sufficient progress in assessing the reserves and the economic and operating viability of the project is being made.

As of December 31, 201 2 and 201 1 , EOG had exploratory drilling costs related to projects that have been deferred

for more than one year (see Note 15 to Consolidated Financial Statements). Th ese costs meet the accounting

requirements outlined above for continued capitalization. Costs to develop proved reserves, including the costs of

all development wells and related equipment used in the production of crude oil and natural gas, are capitaliz ed.

Depreciation, Depletion and Amortization for Oil and Gas Properties

The quantities of estimated proved oil and gas reserves are a significant component of EOG's calculation of

depreciation, depletion and amortization expense

, and revisions in such estimates may alter the rate of future

expense. Holding all other factors constant, if reserves were revised upward or downward, earnings would increase

or decrease

, respectively.

Depreciation, depletion and amortization of the cost of proved oil and g as properties is calculated using the

unit

- of

- production method. The reserve base used to calculate depreciation, depletion and amortization for leasehold

acquisition costs and the cost to acquire proved properties is the sum of proved developed reserves and proved

undeveloped reserves. With respect to lease and well equipment costs, which include development costs and successful

exploration drilling costs, the reserve base includes only proved developed reserves. Estimated future dismantlement,

restorat ion and abandonment costs, net of salvage values, are taken into account.49 Oil and gas properties are grouped in accordance with the provisions of the Extractive Industries

- Oil and Gas

Topic of the ASC. The basis for grouping is a reasonable aggregat ion of properties with a common geological structural

feature or stratigraphic condition, such as a reservoir or field.

Amortization rates are updated quarterly to reflect the addition of capital costs, reserve revisions (upwards or

downwards) and addi tions, property acquisitions and/or property dispositions and impairments.

Depreciation and amortization of other property, plant and equipment is calculated on a straight

- line basis

over the estimated useful life of the asset.

Impairments

Oil and gas lease acquisition costs are capitalized when incurred. Unproved properties with individually

significant acquisition costs are amortized over the lease term and analyzed on a property

- by

- property basis for any

impairment in value. Unproved properties with acquisition costs that are not individually significant are aggregated,

and the portion of such costs estimated to be nonproductive is amortized over the remaining lease term. If the

unproved properties are determined to be productive, the appropria te related costs are transferred to proved oil and

gas properties. Lease rentals are expensed as incurred.

When circumstances indicate that proved oil and gas properties may be impaired, EOG compares expected

undiscounted future cash flows at a producin g field level to the unamortized capitalized cost of the asset. If the

future undiscounted cash flows, based on EOG's estimate of future crude oil and natural gas prices, operating costs,

anticipated production from proved reserves and other relevant data , are lower than the unamortized capitalized cost,

the capitalized cost is reduced to fair value. Fair value is generally calculated using the I ncome A pproach described

in the Fair Value Measurement Topic of the ASC . In certain instances, EOG utilizes ac cepted bids as the basis for

determining fair value. Estimates of future undiscounted cash flows require significant judgment. Crude oil and

natural gas prices have exhibited significant volatility in the past, and EOG expects that volatility to continue in the

future. During the past five years, West Texas Intermediate crude oil spot prices have fluctuated from approximately

$ 34.00 per barrel to $145 .00 per barrel and Henry Hub natural gas spot prices have ranged from approximately

$ 1.8 2 per MMBtu to $ 1 3 .31 per MMBtu. EOG's proved reserves estimates, including the timing of future

production, are also subject to significant judgment, and are frequently revised (upwards and downwards) as more

information becomes available. In the future, if actual crude oil and/or natural gas prices and/or actual production

diverge negatively from EOG's current estimates, impairment charges may be necessary.

Income Taxes

Income taxes are accounted for using the asset and liability approach. Under this approach, defe rred tax

assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between

financial statement carrying amounts of assets and liabilities and their respective tax basis

. EOG assesses the

realizability o f deferred tax assets and recognizes valuation allowances as appropriate. Significant assumptions used

in estimating future taxable income include future oil and gas prices and changes in tax rates. Changes in such

assumptions could materially affect the recognized amounts of valuation allowances.

Stock

- Based Compensation

In accounting for stock

- based compensation, judgments and estimates are made regarding, among other

things, the appropriate valuation methodology to follow in valuing stock compensa tion awards and the related inputs

required by those valuation methodologies. Assumptions regarding expected volatility of EOG's C ommon S tock, the

level of risk

- free interest rates, expected dividend yields on EOG's Common S tock, the expected term of the awards

, expected volatility of the price of shares of EOG's peer companies and other valuation inputs are subject to change.

Any such changes could result in different valuations and thus impact the amount of stock

- based compensation

expense recognized on the Consolidated Statements of Income and Comprehensive Income.50

Information Regarding Forward

- Looking Statements

This Annual Report on Form 10

- K includes forward

- looking statements within the meaning of Section 27A

of the Securities Act of 1933, as am ended, and Section 21E of the Securities Exchange Act of 1934, as amended.

All statements, other than statements of historical facts, including, among others, statements and projections

regarding EOG's future financial position, operations, performance, b usiness strategy, returns, budgets, reserves,

levels of production and costs, statements regarding future commodity prices and statements regarding the plans and

objectives of EOG's management for future operations, are forward

- looking statements. EOG typ ically uses words

such as "expect," "anticipate," "estimate," "project," "strategy," "intend," "plan," "target," "goal," "may," "will,"

"should" and "believe" or the negative of those terms or other variations or comparable terminology to identify its

forw ard

- looking statements. In particular, statements, express or implied, concerning EOG's future operating results

and returns or EOG's ability to replace or increase reserves, increase production, generate income or cash flows or

pay dividends are forward

- looking statements. Forward

- looking statements are not guarantees of performance.

Although EOG believes the expectations reflected in its forward

- looking statements are reasonable and are based on

reasonable assumptions, no assurance can be given that th ese assumptions are accurate or that any of these

expectations will be achieved (in full or at all) or will prove to have been correct. Moreover, EOG's forward

- looking

statements may be affected by known, unknown or currently unforeseen risks, events or c ircumstances that may be

outside EOG's control. Important factors that could cause EOG's actual results to differ materially from the

expectations reflected in EOG's forward

- looking statements include, among others:

 the timing and extent of changes in p rices for, and demand for, crude oil and condensate, NGLs , natural gas

and related commodities;

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

 the extent to which EOG can optimize reserve recovery and eco nomically develop its plays utilizing

horizontal and vertical drilling

, advanced completion technologies and hydraulic fracturing ;

 the extent to which EOG is successful in its efforts to economically develop its acreage in, and to produce

reserves and achi eve anticipated production levels from, its existing and future crude oil and natural gas

exploration and development projects, given the risks and uncertainties and capital expenditure

requirements inherent in drilling, completing and operating crude oil and natural gas wells and the potential

for interruptions of development and production, whether involuntary or intentional as a result of market or

other conditions ;

 the extent to which EOG is successful in its efforts to market its crude oil

, natural ga s and related

commodity production;

 the availability, proximity and capacity of, and costs associated with, gathering, processing, compression

and transportation facilities;

 the availability, cost, terms and timing of issuance or execution of, and competi tion for, mineral licenses

and leases and governmental and other permits and rights

- of

- way, and EOG’s ability to retain mineral

licenses and leases;

 the impact of, and changes in, government policies, laws and regulations, including tax laws and

regulation s, environmental laws and regulations relating to air emissions, waste disposal

, hydraulic

fracturing and access to and use of water, laws and regulations imposing conditions and restrictions on

drilling and completion operations and laws and regulations w ith respect to derivatives and hedging

activities;

 EOG ' s ability to effectively integrate acquired crude oil and natural gas properties into its operations, fully

identify existing and potential problems with respect to such properties and accurately esti mate reserves,

production and costs with respect to such properties;

 the extent to which EOG ' s third

- party

- operated crude oil and natural gas properties are operated

successfully and economically;

 competition in the oil and gas exploration and production i ndustry for employees and other personnel,

equipment, materials and services and, related thereto, the availability and cost of employees and other

personnel, equipment, materials and services;

 the accuracy of reserve estimates, which by their nature invol ve the exercise of professional judgment and

may therefore be imprecise;

 weather, including its impact on crude oil and natural gas demand, and weather

- related delays in drilling

and in the installation and operation of production, gathering, processing, c ompression and transportation

facilities ;51

 the ability of EOG's customers and other contractual counterparties to satisfy their obligations to EOG and,

related thereto, to access the credit and capital markets to obtain financing needed to satisfy their

obl igations to EOG;

 EOG's ability to access the commercial paper market and other credit and capital markets to obtain

financing on terms it deems acceptable, if at all, and to otherwise satisfy its capital expenditure

requirements;

 the extent and effect of a ny hedging activities engaged in by EOG;

 the timing and extent of changes in foreign currency exchange rates, interest rates, inflation rates, global and

domestic financial market conditions and global and domestic general economic conditions;

 political co nditions and developments around the world (such as political instability and armed conflict),

including in the areas in which EOG operates;

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

 the extent to which EOG incu rs uninsured losses and liabilities or losses and liabilities in excess of its

insurance coverage;

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

 physical, electronic and cyber security breaches; and

 the other factors described under ITEM 1A, Risk Factors, on pages 16 through 23 of t his Annual Report on

Form 10

- K and any updates to those factors set forth in EOG's subsequent Quarterly Reports on Form 10

- Q

or Current Reports on Form 8

- K.

In light of these risks, uncertainties and assumptions, the events anticipated by EOG's forward

- looking

statements may not occur, and, if any of such events do, we may not have anticipated the timing of their occurrence

or the extent of their impact on our actual results. Accordingly, you should not place any und ue reliance on any of

EOG's forward

- looking statements. EOG's forward

- looking statements speak only as of the date made, and EOG

undertakes no obligation, other than as required by applicable law, to update or revise its forward

- looking

statements, whether as a result of new information, subsequent events, anticipated or unanticipated circumstances or

otherwise.52

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

The information required by this Item is incorporated by reference from Item 7 of this report, specifically

the information set forth under the captions "Derivative Transactions," "Financing," "Foreign Currency Exchange

Rate Risk" and "Outlook" in "Management's Discussion and Analysis of Financial Condition and Results of

Oper ations

- Capital Resources and Liquidity."

ITEM 8. Financial Statements and Supplementary Data

The information required by this Item is included in this report as set forth in the "Index to Financial

Statements" on page F

- 1 and is incorporated by refe rence herein.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

ITEM 9A. Controls and Procedures

Disclosure Controls and Procedures. EOG's management, with the participation of EOG's principal

execu tive officer and principal financial officer, evaluated the effectiveness of EOG's disclosure controls and

procedures (as defined in Rules 13a

- 15(e) and 15d

- 15(e) promulgated under the Securities Exchange Act of 1934, as

amended (Exchange Act)) as of Decem ber 31, 201 2

. EOG's disclosure controls and procedures are designed to

provide reasonable assurance that information that is required to be disclosed in the reports EOG files or submits

under the Exchange Act is accumulated and communicated to EOG's manag ement, as appropriate, to allow timely

decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods

specified in the rules and forms of the Securities and Exch ange C ommission. Based on that evaluation , EOG's

principal executive officer and principal financial officer have concluded that EOG's disclosure controls and

procedures were effective as of December 31, 2012.

Management's Annual Report on Internal Control over Financial Reporting. EOG's man agement is

responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules

13a

- 15(f) and 15d

- 15(f) promulgated under the Exchange Act). Even an effective system of internal control over

financial report ing, no matter how well designed, has inherent limitations, including the possibility of human error,

circumvention of controls or overriding of controls and, therefore, can provide only reasonable assurance with

respect to reliable financial reporting. F urthermore, the effectiveness of a system of internal control over financial

reporting in future periods can change as conditions change.

EOG's management assessed the effectiveness of EOG's internal control over financial reporting as of

December 31, 20 1 2 . In making this assessment, it used the criteria set forth by the Committee of Sponsoring

Organizations of the Treadway Commission (COSO) in Internal Control

- Integrated Framework. Based on this

assessment and such criteria, EOG's management believes that EOG's internal control over financial reporting was

effective as of December 31, 201 2 . See also "Management's Responsibility for Financial Reporting" appearing on

page F

- 2 of this report, which is incorporated herein by reference.

The report of EO G's independent registered public accounting firm relating to the consolidated financial

statements and effectiveness of internal control over financial reporting is set forth beginning on page F

- 3 of this

report.

There were no changes in EOG's internal control over financial reporting that occurred during the quarter

ended December 31, 201 2

, that have materially affected, or are reasonably likely to materially affect, EOG's internal

control over financial reporting.53

ITEM 9 B. Other Information

On February 21, 2013, the Compensation Committee of the Board of Directors (Committee) of EOG made

determinations regarding cash bonuses for 2012 for EOG ' s " named executive officers " (i.e., the current executive

officers of EOG for whom disclosure was required in EOG ' s definitive proxy statement for its 2012 annual meeting

of stockholders).

The Committee assessed EOG ' s 2012 performance relative to EOG ' s operational, financial and strategic

goals for 2012 as previously established a nd weighted by the Committee. The 2012 performance goals were

comprised of goals relating to: (i) EOG ' s after

- tax rate of return with respect to its capital expenditure program

(weighting: 25%); (ii) EOG ' s results relative to its peer group companies with respect to year

- over

- year non

- GAAP

earnings per share, EBITDAX per share and cash flow growth (weighting: 15%); (iii) EOG ' s achievement of

specified production and unit cost targets (weighting: 10%); (iv) EOG ' s performance relative to its peer group

compa nies with respect to stock price performance and forward

- year cash flow multiple ( weighting: 10%); and (v)

EOG ' s achievement of various strategic goals for 2012, such as the sale of an aggregate $1.1 billion of non

- core

assets and achievement of a year

- end net debt

- to

- total capitalization ratio of less than 30% (weighting: 40%). The

Committee also assessed each named executive officer's individual performance relative to the accomplishment of

the weighted 2012 performance goals.

The result of the Commit tee 's assessment was an above

- target "performance factor" for each named

executive officer, which was applied to the individual bonus targets for each of the named executive officers

previously established by the Committee. Accordingly , the Committee dete rmined that above

- target cash bonus es

will be paid for 2012 to each of the named executive officers , pursuant to the EOG Resources, Inc. Amended and

Restated Executive Officer Annual Bonus Plan , on or about March 15, 2013 in connection with the payment of

annual bonuses to EOG's other employees.

The bonus target for each named executive officer utilized by the Committee in its determination of the

2012 cash bonuses are as follows: Mark G. Papa

- 150% of salary; William R. Thomas and Gary L. Thomas

- 100%

of salary; and Timothy K. Driggers

- 80% of salary.54 PART III

ITEM 10. Directors, Executive Officers and Corporate Governance

The information required by this Item is incorporated by reference from (i) EOG's Definitive Proxy Statement

with res pect to its 201 3 Annual Meeting of Stockholders to be filed not later than April 30 , 201 3 and (ii) Item 1 of this

report, specifically the information therein set forth under the caption "Executive Officers of the Registrant."

Pursuant to Rule 303A.10 of the New York Stock Exchange and Item 406 of Regulation S

- K promulgated

under the Securities Exchange Act of 1934, as amended, EOG has adopted a Code of Business Conduct and Ethics for

Directors, Officers and Employees (Code of Conduct) that applies to all EOG directors, officers and employees,

including EOG's principal executive officer, principal financial officer and principal accounting officer. EOG has also

adopted a Code of Ethics for Senior Financial Officers (Code of Ethics) that, along with EOG's Code of Conduct,

applies to EOG's principal executive officer, principal financial officer, principal accounting officer and controllers.

You can access the Code of Conduct and Code of Ethics on the Corporate Governance page under “ Investors ”

on EOG's we bsite at www.eogresources.com, and any EOG stockholder who so requests may obtain a printed copy of

the Code of Conduct and Code of Ethics by submitting a written request to EOG's Corporate Secretary.

EOG intends to disclose any amendments to the Code of Conduct or Code of Ethics, and any waivers with

respect to the Code of Conduct or Code of Ethics granted to EOG's principal executive officer, principal financial

officer, principal accounting officer, any of our controllers or any of our other employees performing similar functions,

on its website at www.eogresources.com within four business days of the amendment or waiver. In such case, the

disclosure regarding the amendment or waiver will remain available on EOG's website for at least 12 months after t he

initial disclosure. There have been no waivers granted with respect to EOG's Code of Conduct or Code of Ethics.

ITEM 11. Executive Compensation

The information required by this Item is incorporated by reference from EOG's Definitive Proxy Statement

with respect to its 201 3 Annual Meeting of Stockholders to be filed not later than April 30 , 201 3

. The Compensation

Committee Report and related information incorporated by reference herein shall not be deemed "soliciting material"

or to be "filed" with the United States Securities and Exchange Commission, nor shall such information be

incorporated by reference into any future filing under the Securities Act of 1933, as amended, or Securities Exchange

Act of 1934, as amended, except to the extent that EOG specifically incorporates such information by reference into

such a filing.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item with respect to security ownershi p of certain beneficial owners and

management is incorporated by reference from EOG's Definitive Proxy Statement with respect to its 201 3 Annual

Meeting of Stockholders to be filed not later than April 30 , 201 3

.

Equity Compensation Plan Information

Stoc k Plans Approved by EOG Stockholders. EOG's stockholders approved the EOG Resources, Inc. 2008

Omnibus Equity Compensation Plan (2008 Plan) at the 2008 Annual Meeting of Stockholders in May 2008. At the

2010 Annual Meeting of Stockholders in April 2010 ( 2010 Annual Meeting), an amendment to the 2008 Plan was

approved, pursuant to which the number of shares of common stock available for future grants of stock options,

stock

- settled stock appreciation rights (SARs), restricted stock, restricted stock units

, performance stock,

performance units and other stock

- based awards under the 2008 Plan was increased by an additional 6.9 million

shares, to an aggregate maximum of 12.9 million shares plus shares underlying forfeited or cancelled grants under

the prior st ock plans referenced below. Under the 2008 Plan, grants may be made to employees and non

- employee

members of EOG's Board of Directors (Board).

At the 2010 Annual Meeting, an amendment to the Employee Stock Purchase Plan (ESPP) was approved to

increase the shares available for grant by 1.0 million shares. The ESPP was originally approved by EOG's

stockholders in 2001, and would have expired on July 1, 2011. The amendment also extended the term of the ESPP

to December 31, 2019, unless terminated earlie r by its terms or by EOG.55 The 1992 Stock Plan and the 1993 Nonemployee Directors Stock Option Plan have also been approved by

EOG's stockholders. Upon the effective date of the 2008 Plan, no further grants were made under the 1992 Stock

Plan or the 1 993 Non

- E mployee Directors Stock Option Plan. Plans that have not been approved by EOG's

stockholders are described below.

Stock Plans Not Approved by EOG Stockholders. The Board approved the 1994 Stock Plan, which

provides equity compensation to em ployees who are not officers within the meaning of Rule 16a

- 1 of the Securities

Exchange Act of 1934, as amended. Upon the effective date of the 2008 Plan, no further grants were made under the

1994 Stock Plan.

In December 2008, the Board approved the a mendment and continuation of the 1996 Deferral Plan as the

"EOG Resources, Inc. 409A Deferred Compensation Plan" (Deferral Plan). Under the Deferral Plan, payment of up

to 50% of base salary and 100% of annual cash bonus, director ' s fees, vestings of rest ricted stock units granted to

non

- employee directors and 401(k) refunds resulting from excess deferrals in the EOG Resources, Inc. Savings and

Retirement Plan may be deferred into a phantom stock account. In the phantom stock account, deferrals are treated

as if shares of EOG common stock were purchased at the closing stock price on the date of deferral. Dividends are

credited quarterly and treated as if reinvested in EOG common stock. Payment of the phantom stock account is

made in actual shares of EOG c ommon stock in accordance with the Deferral Plan and the individual's deferral

election. A total of 270 ,000 shares have been authorized by the Board and registered for issuance under the Deferral

Plan. As of December 31, 201 2

, 129,939 phantom shares had been issued.

The following table sets forth data for EOG's equity compensation plans aggregated by the various plans

approved by EOG's stockholders and those plans not approved by EOG's stockholders, in each case as of December

31, 201 2

.

(a)

Number o f Securities to be

Issued Upon Exercise of

Outstanding Options,

Warrants and Rights (b)

Weighted

- Average

Exercise Price of

Outstanding Options,

Warrants and Rights (c)

Number of Securities

Remaining Available

for Future Issuance Under

Equity Compensatio n

Plans (Excluding Securities

Reflected in Column (a)) Plan Category

Equity Compensation

Plans Approved by EOG

Stockholders 9,962,326 $ 54.2 5 3,987,425 (1) (2)

Equity Compensation

Plans Not Approved by

EOG Stoc kholders 239,728 $ 27.98 140,061 (3)

Total 10, 202 ,054 $ 53. 63 4, 127,486

(1) Of these securities, 625,062 shares remain available for purchase under the ESPP.

(2) Of these securities, 549,26 4 could be issued as restricted stock, restricted stock units, performance stock or performance

units under the 2008 Plan.

(3) Represents shares that remain available for issuance under the Deferral Plan (as described above).56

ITEM 13. Certain Relation ships and Related Transactions, and Director Independence

The information required by this Item is incorporated by reference from EOG's Definitive Proxy Statement

with respect to its 201 3 Annual Meeting of Stockholders to be filed not later than April 30 , 201 3

.

ITEM 14. Principal Accounting Fees and Services

The information required by this Item is incorporated by reference from EOG's Definitive Proxy Statement

with respect to its 201 3 Annual Meeting of Stockholders to be filed not later than April 30 , 201 3

.

PART IV

ITEM 15. Exhibits, Financial Statement Schedules

(a)(1) and (a)(2) Financial Statements and Financial Statement Schedule

See "Index to Financial Statements" set forth on page F

- 1.

(a)(3), (b) Exhibits

See pages E

- 1 through E

- 8 for a listing of the exhibits.F

- 1 EOG RESOURCES, INC.

INDEX TO FINANCIAL STATEMENTS

Page

Consolidated Financial Statements:

Management's Responsibility for Financial Reporting F

- 2

Repo rt of Independent Registered Public Accounting Firm F

- 3

Consolidated Statements of Income and Comprehensive Income for Each of the Three Years

in the Period Ended December 31, 2012 F

- 5

Consolidated Balance Sheets

- December 31, 201 2 and 2011 F

- 6

Consolidated Statements of Stockholders' Equity for Each of the Three Years in the

Period Ended December 31, 2 012 F

- 7

Consolidated Statements of Cash Flows for Each of the Three Years in the Period Ended

December 31, 20 12 F

- 8

Notes to Consolidated Financial Statements F

- 9

Supplemental Information to Consolidated Financial Statements F

- 32F

- 2 MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

The following consolidated financial statements of EOG Resources, Inc., together with its subsidiaries

(collectively, EOG), were prepared by management, which is responsible for the integrity, objectivity and fair

presentation of such financial statements. The statemen ts have been prepared in conformity with generally accepted

accounting principles in the United States of America and, accordingly, include some amounts that are based on the best

estimates and judgments of management.

EOG's management is also responsibl e for establishing and maintaining adequate internal control over financial

reporting. The system of internal control of EOG is designed to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial stat ements for external purposes in accordance with generally

accepted accounting principles in the United States of America. This system consists of 1) entity level controls,

including written policies and guidelines relating to the ethical conduct of busine ss affairs, 2) general computer controls

and 3) process controls over initiating, authorizing, recording, processing and reporting transactions. Even an effective

internal control system, no matter how well designed, has inherent limitations, including th e possibility of human error,

circumvention of controls or overriding of controls and, therefore, can provide only reasonable assurance with respect to

reliable financial reporting. Furthermore, the effectiveness of a system of internal control over finan cial reporting in

future periods can change as conditions change.

The adequacy of EOG's financial controls and the accounting principles employed by EOG in its financial

reporting are under the general oversight of the Audit Committee of the Board of Dir ectors. No member of this

committee is an officer or employee of EOG. Moreover, EOG's independent registered public accounting firm and

internal auditors have full, free, separate and direct access to the Audit Committee and meet with the committee

perio dically to discuss accounting, auditing and financial reporting matters.

EOG's management assessed the effectiveness of EOG's internal control over financial reporting as of

December 31, 201 2 . In making this assessment, EOG used the criteria set forth b y the Committee of Sponsoring

Organizations of the Treadway Commission (COSO) in Internal Control

- Integrated Framework . These criteria cover

the control environment, risk assessment process, control activities, information and communication systems, and

monitoring activities. Based on this assessment and those criteria, management believes that EOG maintained effective

internal control over financial reporting as of December 31, 201 2

.

Deloitte & Touche LLP, independent registered public accounting f irm, was engaged to audit the consolidated

financial statements of EOG, audit EOG's internal control over financial reporting and issue a report thereon. In the

conduct of the audits, Deloitte & Touche LLP was give n unrestricted access to all financial records and related data,

including all minutes of meetings of stockholders, the Board of Directors and committees of the Board. Management

believes that all representations made to Deloitte & Touche LLP during the a udits were valid and appropriate. Their

audits were made in accordance with the standards of the Public Company Accounting Ov ersight Board (United States).

Their report begins on page F

- 3.

MARK G. PAPA TIMOTHY K. DRIGGERS

Chairman of the Board and Vice President and Chief

Chief Executive Officer Financial Officer

Houston, Texas

February 21 , 201 3F

- 3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

EOG Resources, Inc.

Houston, Texas

We have audited the accompanying consolidated balance sheets of EOG Resources, Inc. and subsidiaries (the

"Company") as of December 31, 2012 and 2011, and the related consolidated statements of income and

comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended

December 31, 2012. We also have audited the Company's internal control over financial reporting as of December

31, 2012, based on criteria established in Internal Control

— Integrated Framework issued by the Committee of

Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for these

financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the

effectiveness of in ternal control over financial reporting, included in the accompanying Management’s Annual

Report on Internal Control over Financial Reporting . Our responsibility is to express an opinion on these financial

statements and an opinion on the Company's interna l control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board

(United States). Those standards require that we plan and perform the audit to obtain reasona ble assurance about

whether the financial statements are free of material misstatement and whether effective internal control over

financial reporting was maintained in all material respects. Our audits of the financial statements included examining,

on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting

principles used and significant estimates made by management, and evaluating the overall financial statement

presentation. Our audit of intern al control over financial reporting included obtaining an understanding of internal

control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the

design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing

such other procedures as we considered necessary in the circumstances. We believe that our audits provide a

reasonable basis for our opinions.

A company's internal control over financial repo rting is a process designed by, or under the supervision of, the

company's principal executive and principal financial officers, or persons performing similar functions, and effected

by the company's board of directors, management, and other personnel to p rovide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles. A company's internal control over financial reportin g includes those

policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly

reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that

transact ions are recorded as necessary to permit preparation of financial statements in accordance with generally

accepted accounting principles and that receipts and expenditures of the company are being made only in accordance

with authorizations of management a nd directors of the company; and (3) provide reasonable assurance regarding

prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could

have a material effect on the financial statements.

Because of t he inherent limitations of internal control over financial reporting, including the possibility of collusion

or improper management override of controls, material misstatements due to error or fraud may not be prevented or

detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over

financial reporting to future periods are subject to the risk that the controls may become inadequate because of

changes in conditions, or that the degree of compliance with t he policies or procedures may deteriorate.F

- 4

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the

financial position of EOG Resources, Inc. and subsidiaries as of December 31, 2012 and 2011, and the results of

their operations and their cash flows for each of the three years in the period ended December 31, 2012, in

conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the

Company main tained, in all material respects, effective internal control over financial reporting as of December 31,

2012, based on the criteria established in Internal Control

— Integrated Framework issued by the Committee of

Sponsoring Organizations of the Treadway Commission

.

/S/ DELOITTE & TOUCHE LLP

Houston, Texas

February 21, 2013F

- 5 EOG RESOURCES, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(In Thousands, Except Per Share Data)

Year Ended December 31 201 2 2011 2010

Net Operati ng Revenues

Crude Oil and Condensate $ 5,659,437 $ 3,838,284 $ 1,998,771

Natural Gas Liquids 727,177 779,364 462,345

Natural Gas 1,571,762 2,240,540 2,420,099

Gains on Mark

- to

- Market Commodity Derivative Contracts 393,744 626,053 61,912

Gathering, Processing and Marketing 3, 096,694 2,115,792 909,680

Gains on Asset Dispositions, Net 192,660 492,909 223,538

Other, Net 41,162 33,173 23,551

Total 11, 682,636 10,126,115 6,099,896

Operating Exp enses

Lease and Well 1,000,052 941,954 698,430

Transportation Costs 601,431 430,322 385,189

Gathering and Processing Costs 97,945 80,727 66,758

Exploration Costs 185,569 171,658 187,381

Dry Hole Costs 14,970 53,23 0 72,486

Impairments 1,270,7 3 5 1,031,037 742,647

Marketing Costs 3,035,494 2,072,137 884,212

Depreciation, Depletion and Amortization 3,169, 703 2,516,381 1,941,926

General and Administrative 331,545 304,811 280,474

Taxe s Other Than Income 495,395 410,549 317,074

Total 10,202, 839 8,012,806 5,576,577

Operating Income 1, 479,797 2,113,309 523,319

Other Income, Net 14,495 6,853 14,243

Income Before Interest Expense and Income Taxes 1, 494,292 2 ,120,162 537,562

Interest Expense

Incurred 263,254 268,104 205,886

Capitalized (49,702) (57,741) (76,300)

Net Interest Expense 213,552 210,363 129,586

Income Before Income Taxes 1, 280,740 1,909,799 407,976

Income Tax Provision 710,461 818,676 247,322

Net Income $ 570,279 $ 1,091,123 $ 160,654

Net Income Per Share

Basic $ 2. 13 $ 4.15 $ 0.64

Diluted $ 2. 11 $ 4.10 $ 0.63

Dividends Declared per Common Share $ 0.68 $ 0.64 $ 0.62

A verage Number of Common Shares

Basic 267,577 262,735 250,876

Diluted 270,762 266,268 254,500

Comprehensive Income

Net Income $ 570,279 $ 1,091,123 $ 160,654

Other Comprehensive Income (Loss)

Foreign Currency Transl ation Adjustments 37, 739 (32,597) 96,179

Foreign Currency Swap Transaction 1,589 (1,571) 4,447

Income Tax Related to Foreign Currency Swap Transaction (404) 404 (1,203)

Interest Rate Swap Transaction (134) (5,223) 1,843

Income Tax Related to Interest Rate Swap Transaction 48 1,878 (664)

Other (689) (1,216) (251)

Other Comprehensive Income (Loss) 38,149 (38,325) 100,351

Comprehensive Income $ 608,428 $ 1,052,798 $ 261,005

The accompanying notes are an integra l part of these consolidated financial statements.F

- 6 EOG RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Data)

At December 31 201 2 2011

ASSETS

Current Assets

Cash and Cash Equivalents $ 876,435 $ 615,726

Accounts Recei vable, Net 1, 656,618 1,451,227

Inventories 683,187 590,594

Assets from Price Risk Management Activities 166,135 450,730

Income Taxes Receivable 29,163 26,609

Other 178,346 119,052

Total 3, 589,884 3,253,938

Proper ty, Plant and Equipment

Oil and Gas Properties (Successful Efforts Method) 38, 126,298 33,664,435

Other Property, Plant and Equipment 2,740,619 2,149,989

Total Property, Plant and Equipment 40, 866,917 35,814,424

Less: Accumulated D epreciation, Depletion and Amortization (17,529, 236 ) (14,525,600)

Total Property, Plant and Equipment, Net 23, 337,681 21,288,824

Other Assets 409,013 296,035

Total Assets $ 27, 336,578 $ 24,838,797

LIABILITIES AND STOCKHOLDERS' EQU ITY

Current Liabilities

Accounts Payable $ 2,078,948 $ 2,033,615

Accrued Taxes Payable 162,083 147,105

Dividends Payable 45,802 42,578

Liabilities from Price Risk Management Activities 7,617

-

Deferred Income Taxes 22,838 13 5,989

Current Portion of Long

- Term Debt 406,579

-

Other 200,19 1 163,032

Total 2,924,058 2,522,319

Long

- Term Debt 5,905,602 5,009,166

Other Liabilities 894,758 799,189

Deferred Income Taxes 4, 327,396 3,867,219

Comm itments and Contingencies (Note 7)

Stockholders' Equity

Common Stock, $0.01 Par, 640,000,000 Shares Authorized and

271,958,495 Shares and 269,323,084 Shares Issued at December 31,

201 2 and 201 1 , respectively 202, 720 202,693

Additiona l Paid in Capital 2,500, 340 2,272,052

Accumulated Other Comprehensive Income 439, 895 401,746

Retained Earnings 10, 175,631 9,789,345

Common Stock Held in Treasury, 326,264 Shares and 303,633 Shares at

December 31, 201 2 and 201 1 , respectively (33,822) (24,932)

Total Stockholders' Equity 13, 284,764 12,640,904

Total Liabilities and Stockholders' Equity $ 27, 336,578 $ 24,838,797

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

- 7 EOG RESOURCES, IN C.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In Thousands, Except Per Share Data)

Accumulated Common

Additional Other Stock Total

Common Paid In Comprehensive Retained Held In Stockholders'

Stock Capital Income (Loss) Earnings Treasur y Equity

Balance at December 31, 2009 $ 202,526 $ 596,702 $ 339,720 $ 8,866,747 $ (7,653) $ 9,998,042

Net Income

- - - 160,654

- 160,654

Common Stock Issued Under Stock Plans 10 34,552

- - - 34,562

Common Stock Dividends Declared, $0.6 2 Per Share

- - - (157,222)

- (157,222)

Other Comprehensive Income

- - 100,351

- - 100,351

Change in Treasury Stock

- Stock Compensation Plans , Net

- (7,257)

- - (4,039) (11,296)

Excess Tax Expense from Stock

- Based Compensation

- (837)

- - - (837)

Restricted Stock and Restricted Stock Units, Net 6 (505)

- - 499

-

Stock

- Based Compensation Expenses

- 107,314

- - - 107,314

Treasury Stock Issued as Compensation

- 23

- - 41 64

Balance at December 31, 2010 202,542 729,992 440,071 8,870,179 (11,152) 10,231,632

Net Income

- - - 1, 091,123

- 1, 091,123

Common Stock Issued Under Stock Plans 10 35,903

- - - 35,913

Common Stock Dividends Declared, $0. 64 Per Share

- - - (171,957)

- (171,957)

Other Comprehensi ve Income (Loss)

- - (38,325)

- - (38,325)

Change in Treasury Stock

- Stock Compensation Plans , Net

- (18,622)

- - (5,413) (24,035)

Excess Tax Benefit from Stock

- Based Compensation

- 25

- - - 25

Restricted Stock and Restricted Stock Units, Net 5 8,410

- - (8,415)

-

Stock

- Based Compensation Expenses

- 128,205

- - - 128,205

Common Stock Sold 136 1,388,129

- - - 1,388,265

Treasury Stock Issued as Compensation

- 10

- - 48 58

Balance at December 31, 2011 202,693 2,272,052 401,746 9, 789,345 (24,932) 12, 640,904

Net Income

- - - 570,279

- 570,279

Common Stock Issued Under Stock Plans 2 1 83,19 7

- - - 83,21 8

Common Stock Dividends Declared, $0.6 8 Per Share

- - - (183,99 3 )

- (183,99 3 )

Other Comprehens ive Income

- - 38,149

- - 38,149

Change in Treasury Stock

- Stock Compensation Plans, Net

- (47,123)

- - (11,465) (58,588)

Excess Tax Benefit from Stock

- Based Compensation

- 67, 035

- - - 67, 035

Restricted Stock and Restricted Stock Un its, Net 6 (2,364)

- - 2,358

-

Stock

- Based Compensation Expenses

- 127,504

- - - 127,504

Treasury Stock Issued as Compensation

- 39

- - 217 256

Balance at December 31, 2012 $202, 720 $2, 500, 340 $439, 895 $10, 175,63 1 $(33,822) $13, 284,764

Th e accompanying notes are an integral part of these consolidated financial statements.F

- 8 EOG RESOURCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

Year Ended December 31 201 2 2011 2010

Cash Flows from Operating Activities

Reconci liation of Net Income to Net Cash Provided by Operating Activities:

Net Income $ 570,279 $ 1,091,123 $ 160,654

Items Not Requiring (Providing) Cash

Depreciation, Depletion and Amortization 3,169, 703 2,516,381 1,941,926

Impair ments 1,270,735 1,031,037 742,647

Stock

- Based Compensation Expenses 127,778 128,345 107,378

Deferred Income Taxes 292,93 8 499,300 76,245

Gains on Asset Dispositions, Net (192,660) (492,909) (223,538)

Other, Net 672 15,13 9 (468)

Dry Hole Costs 14,970 53,230 72,486

Mark

- to

- Market Commodity Derivative Contracts

Total Gains (393,744) (626,053) (61,912)

Realized Gains 711,479 180,701 7,033

Excess Tax Benefits from Stock

- Based Compensation (67, 035 )

- - Other, Net 14,41 1 26,454 17,273

Changes in Components of Working Capital and Other Assets and

Liabilities

Accounts Receivable ( 178,683 ) (339,780) (339,126)

Inventories (156,762) (176,623) (171,791)

Accounts Payable (17,150) 351,087 654,688

Accrued Taxes Payable 78,094 92,589 (53,098)

Other Assets (118,520) (23,625) (32,169)

Other Liabilities 36,114 14,986 19,342

Changes in Components of Working Capital Associated with Investing a nd

Financing Activities 74,158 237,028 (208,968)

Net Cash Provided by Operating Activities 5, 236, 777 4,578,410 2,708,602

Investing Cash Flows

Additions to Oil and Gas Properties (6, 735,316 ) (6,294,397) (5,210,612)

Additi ons to Other Property, Plant and Equipment (619,800) (656,415) (370,770)

Acquisition of Galveston LNG Inc.

- - (210,000)

Proceeds from Sales of Assets 1,309,776 1,433,137 672,593

Changes in Components of Working Capital Associated with Investing

Activities (73,923) (237,267) 208,933

Other, Net

- - 7,082

Net Cash Used in Investing Activities (6, 119,263 ) (5,754,942) (4,902,774)

Financing Cash Flows

Common Stock Sold

- 1,388,265

- Long

- Term Debt Bo rrowings 1,234,138

- 2,478,659

Long

- Term Debt Repayments

- (220,000) (37,000)

Dividends Paid (181,080) (167,169) (153,240)

Excess Tax Benefits from Stock

- Based Compensation 67, 035

- - Treasury Stock Purchased (58, 592 ) (23,922) (11,295)

Proceeds from Stock Options Exercised and Employee Stock Purchase Plan 82,887 35,913 34,560

Debt Issuance Costs (1,578) (4,787) (8,300)

Repayment of Capital Lease Obligation (2,824)

- - Other, Net (235) 239 35

Net Cash Provided by Financing Activities 1, 139, 751 1,008,539 2,303,419

Effect of Exchange Rate Changes on Cash 3, 44 4 (5,134) (6,145)

Increase (Decrease) in Cash and Cash Equivalents 260,709 (173,127) 103,102

Cash and Cash Equi valents at Beginning of Year 61 5,726 788,853 685,751

Cash and Cash Equivalents at End of Year $ 876,435 $ 615,726 $ 788,853

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

- 9 EOG RESOURCES, INC.

NOT ES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

Principles of Consolidation. The consolidated financial statements of EOG Resources, Inc. (EOG) include

the accounts of all domestic and foreign subsidiaries. Inve stments in unconsolidated affiliates, in which EOG is able

to exercise significant influence, are accounted for using the equity method. All intercompany accounts and

transactions have been eliminated.

The preparation of financial statements in conform ity with accounting principles generally accepted in the

United States of America ( U.S. GAAP) requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabiliti es at the date of the financial

statements and the reported amounts of revenues and expenses during the reporting period. Actual results could

differ from those estimates.

Financial Instruments. EOG's financial instruments consist of cash and cash equi valents, commodity

derivative contracts, accounts receivable, accounts payable and current and long

- term debt , along with associated

foreign currency and interest rate swaps . The carrying values of cash and cash equivalents, commodity derivative

contracts , accounts receivable , foreign currency and interest rate swaps and accounts payable approximate fair value (see

Notes 2 and 11).

Cash and Cash Equivalents. EOG records as cash equivalents all highly liquid short

- term investments with

original maturitie s of three months or less.

Oil and Gas Operations. EOG accounts for its crude oil and natural gas exploration and production activities

under the successful efforts method of accounting.

Oil and gas lease acquisition costs are capitalized when incurr ed. Unproved properties with individually

significant acquisition costs are amortized over the lease term and analyzed on a property

- by

- property basis for any

impairment in value. Unproved properties with acquisition costs that are not individually signi ficant are aggregated,

and the portion of such costs estimated to be nonproductive is amortized over the remaining lease term. If the

unproved properties are determined to be productive, the appropriate related costs are transferred to proved oil and

gas properties. Lease rentals are expensed as incurred.

Oil and gas exploration costs, other than the costs of drilling exploratory wells, are charged to expense as

incurred. The costs of drilling exploratory wells are capitalized pending determination of w hether EOG has

discovered proved commercial reserves. If proved commercial reserves are not discovered, such drilling costs are

expensed. In some circumstances, it may be uncertain whether proved commercial reserves have been discovered

when drilling has been completed. Such exploratory well drilling costs may continue to be capitalized if the reserve

quantity is sufficient to justify its completion as a producing well and sufficient progress in assessing the reserves

and the economic and operating viabi lity of the project is being made (see Note 15 ). Costs to develop proved

reserves, including the costs of all development wells and related equipment used in the production of crude oil and

natural gas, are capitalized.

Depreciation, depletion and amor tization of the cost of proved oil and gas properties is calculated using the

unit

- of

- production method. The reserve base used to calculate depreciation, depletion and amortization for leasehold

acquisition costs and the cost to acquire proved properties is the sum of proved developed reserves and proved

undeveloped reserves. With respect to lease and well equipment costs, which include development costs and successful

exploration drilling costs, the reserve base includes only proved developed reserves. Estimated future dismantlement,

restoration and abandonment costs, net of salvage values, are taken into account.F

- 10 Oil and gas properties are grouped in accordance with the Extractive Industries

- Oil and Gas Topic of the

Financial Accounting Standard s Board (FASB) Accounting Standards Codification (ASC). The basis for grouping is a

reasonable aggregation of properties with a common geological structural feature or stratigraphic condition, such as a

reservoir or field.

Amortization rates are updat ed quarterly to reflect: 1) the addition of capital costs, 2) reserve revisions

(upwards or downwards) and additions, 3) property acquisitions and/or property dispositions and 4) impairments.

When circumstances indicate that proved oil and gas properti es may be impaired, EOG compares expected

undiscounted future cash flows at a producing field level to the unamortized capitalized cost of the asset. If the

future undiscounted cash flows, based on EOG's estimate of future crude oil and natural gas prices , operating costs,

anticipated production from proved reserves and other relevant data, are lower than the unamortized capitalized cost,

the capitalized cost is reduced to fair value. Fair value is generally calculated using the I ncome A pproach described

in the Fair Value Measurement Topic of the ASC

. If applicable , EOG utilizes accepted bids as the basis for

determining fair value.

Inventories, consisting primarily of tubular goods , materials for completion operations and well equipment held

for use in the exploration for

, and development and production of

, crude oil and natural gas reserves, are carried at cost

with adjustments made, as appropriate, to recognize any reductions in value.

Arrangements for sales of crude oil and condensate, natural gas liquids ( NGLs ) and natural gas are evidenced

by signed contracts with determinable market prices, and revenues are recorded when production is delivered. A

significant majority of the purchasers of these products have investment grade credit ratings and m aterial credit losses

have been rare. Revenues are recorded on the entitlement method based on EOG's percentage ownership of current

production. Each working interest owner in a well generally has the right to a specific percentage of production,

althoug h actual production sold on that owner's behalf may differ from that owner's ownership percentage. Under

entitlement accounting, a receivable is recorded when underproduction occurs and a payable is recorded when

overproduction occurs. Gathering, process ing and marketing revenues represent sales of third

- party crude oil and

condensate

, NGLs and natural gas, as well as gathering fees associated with gathering third

- party natural gas.

Other Property, Plant and Equipment . Other property, plant and equip ment consist s of gathering and

processing assets, compressors, buildings and leasehold improvements, crude

- by

- rail assets, sand mine and sand

processing assets, computer hardware and software, vehicles, and furniture and fixtures. Other property, plant an d

equipment is generally depreciated on a straight

- line basis over the estimated useful lives of the property, plant and

equipment

, which range from 3 years to 40 years.

Capitalized Interest Costs. I nterest costs have been capitalized as a part of the h istorical cost of unproved

oil and gas properties. The amount capitalized is an allocation of the interest cost incurred during the reporting

period. Capitalized interest is computed only during the exploration and development phases and ceases once

prod uction begins. The interest rate used for capitalization purposes is based on the interest rates on EOG's

outstanding borrowings.

Accounting for Risk Management Activities. D erivative instrument s are recorded on the balance sheet as either

an asset or liability measured at fair value

, and changes in the derivative's fair value are recognized currently in earnings

unless specific hedge accounting criteria are met. During the three

- year period ended December 31, 201 2 , EOG elected

not to designate any of its financial commodity derivative instruments as accounting hedges and

, accordingly, changes in

the fair value of these outstanding derivative instruments are recognized as gains or losses in the period of change. The

gains or losses are recorded as Gai ns on Mark

- to

- Market Commodity Derivative Contracts on the Consolidated

Statements of Income and Comprehensive Income . The related cash flow impact is reflected as cash flows from

operating activities. EOG is party to a foreign currency swap transaction and an interest rate swap transaction. EOG

employs net presentation of derivative assets and liabilities for financial reporting purposes when such assets and

liabilities are with the same counterparty and subject to a master netting arrangement. See Not e 11.F

- 11 Income Taxes. I ncome taxes are accounted for using the asset and liability approach. Under this approach,

deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to

differences between finan cial statement carrying amounts of assets and liabilities and their respective tax basis . EOG

assesses the realizability of deferred tax assets and recognizes valuation allowances as appropriate (see Note 5).

Foreign Currency Translation. The United St ates d ollar is the functional currency for all of EOG's

consolidated subsidiar ies except for certain of its Canadian subsidiaries, for which the functional currency is the

Canadian d ollar

, and its United Kingdom subsidiary , for which the functional currenc y is the British p ound. F or

subsidiaries whose functional currency is deemed to be other than the United States dollar, asset and liability accounts

are translated at year

- end exchange rates and revenues and expenses are translated at average exchange rat es prevailing

during the year. Translation adjustments are included in Accumulated Other Comprehensive Income on the

Consolidated Balance Sheets . Any gains or losses on transactions or monetary assets or liabilities in currencies other

than the functiona l currency are included in net income in the current period.

Net Income Per Share. Basic net income per share is computed on the basis of the weighted

- average number

of common shares outstanding during the period. Diluted net income per share is comput ed based upon the weighted

average number of common shares outstanding during the period plus the assumed issuance of common shares for all

potentially dilutive securities (see Note 8).

Stock

- Based Compensation . EOG measures the cost of employee service s received in exchange for an

award of equity instruments based on the grant

- date fair value of the award ( s ee Note 6)

.

Recently Issued Accounting Standards. In May 2011, the FASB issued Accounting Standards Update

(ASU) 2011

- 04, " Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement

and Disclosure Requirements in U.S. GAAP and IFRS s" . ASU 2011

- 04 am ends the Fair Value Measurement T opic

of the ASC to clarify the FASB's intent about the application of existing fair valu e measurement requirements and

change certain principles or requirements for measuring fair value or disclosing information about fair value

measurements. ASU 2011

- 04 became effective for interim and annual fiscal periods beginning after December 15,

2011

. T he adoption of ASU 2011

- 04 did not have a material impact on EOG's financial statements.

In June 2011, the FASB issued ASU 2011

- 05 "Comprehensive Income (Topic 220): Presentation of

Comprehensive Income." ASU 2011

- 05 is intended to increase the prom inence of comprehensive income in the

financial statements by requiring that an entity that reports items of comprehensive income do so in either one

continuous or two consecutive financial statements. ASU 2011

- 05 also requires separate presentation on th e face of

the financial statements for items reclassified from other comprehensive income into net income. Subsequently, in

December 2011, the FASB defer red the effective date of the provisions of ASU 2011

- 05 relating to the presentation

of reclassificati on adjustments out of accumulated other comprehensive income. The provisions of ASU 2011

- 05 not

deferred by the FASB became effective for interim and annual fiscal periods beginning after December 15, 2011.

Retroactive application is required. T he adopti on of ASU 2011

- 05 did not have a material impact on EOG's

financial statements.

In February 2013, the FASB issued ASU 2013

- 02 " Reporting of Amounts Reclassified Out of Accumulated

Other Comprehensive Income " (ASU 2013

- 02). ASU 2013

- 02 amends ASU 2011

- 05 and requires that entities

disclose additional information about amounts reclassified out of A ccumulated O ther C omprehensive I ncome

( AOCI ) by component. Significant amounts reclassified out of AOCI are required to be presented either on the face

of the C onsolidated Statement s of Income and Comprehensive Income or in the notes to the financial statements.

The requirements of ASU 2013

- 02 are effective for fiscal years and interim periods in those years beginning after

December 15, 2012. EOG does not exp ect the adoption of ASU 2013

- 02 to have a material impact on EOG's

financial statements.F

- 12

2. Long

- Term Debt

Long

- Term Debt at December 31, 201 2 and 201 1 consisted of the following (in thousands):

201 2 2011

6.125% Senior Notes due 2013 $ 400, 000 $ 400,000

Floating Rate Senior Notes due 2014 350,000 350,000

2.95% Senior Notes due 2015 500,000 500,000

2.500% Senior Notes due 2016 400,000 400,000

5.875% Senior Notes due 2017 600,000 600,000

6.875% Senior Notes due 2018 350,000 350, 000

5.625% Senior Notes due 2019 900,000 900,000

4.40% Senior Notes due 2020 500,000 500,000

4.100% Senior Notes due 2021 750,000 750,000

2.625% Senior Notes due 2023 1,250,000

-

6.65% Senior Notes due 2028 140,000 140,000

4.75% Subsidiary Debt due 2014 150,000 150,000

Total Long

- Term Debt 6,290 ,000 5,040,000

Capital Lease Obligation 62,968

-

Less: Current Portion of Long

- Term Debt 406,5 79

-

Unamortized Debt Discount 40,78 7 30,834

Total Long

- Term Debt, Net $ 5,905,60 2 $ 5,00 9,166

At December 31, 201 2 , the aggregate annual maturities of long

- term debt were $400 million in 201 3 , $ 500

million in 201 4 , $500 million in 201 5

, $ 400 million in 2016 and $600 million in 201 7 . All subsidiary debt is

guaranteed by EOG.

During 201 2 and 201 1 , EOG utilized commercial paper and short

- term borrowings from uncommitted

credit facilities, bearing market interest rates, for various corporate financing purposes. EOG had no outstanding

borrowings from commercial paper or uncommitted credit f acilities at December 31, 201 2 . The average borrowings

outstanding under the commercial paper program and uncommitted credit facilities were $236 million and $41

thousand, respectively, during the year ended December 31, 201 2 . The weighted average intere st rates for

commercial paper and uncommitted credit facility borrowings for 201 2 was 0 .45% and 0 .70%, respectively

.

On Sep tember 10, 2012, EOG closed its sale of $1.25 billion aggregate principal amount of its 2.625%

Senior Notes due 2023 (Notes). Int erest on the Notes is payable semi

- annually in arrears on March 15 and

September 15 of each year

, beginning March 15, 2013. Net proceeds from the Not es offering of approximately

$1, 23 4 million were used for general corporate purposes, including repayment of outstanding commercial paper

borrowings and funding of capital expenditures. The Notes were issued through a public offering with an effective

interest rate of 2.784%.F

- 13 On October 11, 2011, EOG entered into a $2.0 billion senior unsecured Revolving Credit Agreement ( 2011

Facility) among EOG, JPMorgan Chase Bank, N.A., as Administrative Agent, the financial institutions as bank

parties thereto (Banks) and the other parties thereto. The 2011 Facility replace d EOG's $1.0 billion senior unsecured

Revol ving Credit Agreement, dated as of June 28, 2005

, which had a scheduled maturity date of June 28, 2012

, and

EOG's $1.0 billion senior unsecured Revolving Credit Agreement, dated as of September 10, 2010

, which had a

scheduled maturity date of September 10, 2013

. The 2011 Facility has a sch eduled maturity date of October 11,

2016 and includes an option for EOG to extend, on up to two occasions, the term for successive one

- year periods,

subject to, among certain other terms and conditions, the consent of the b anks holding greater than 50% of the

commitments then outstanding under the 2011 Facility. The 2011 Facility commits the Banks to provide advances

up to an agg regate principal amount of $2.0 billion at any one time outstanding, with an option for EOG to request

increases in the aggregate commitments to an amount not to exceed $3.0 billion, subject to certain terms and

conditions. Advances under the 2011 Facility accrue interest based, at EOG' s option, on either the London

InterBank Offer ed Rate ( LIBOR ) plus an applicable margin (Eurodollar rate) , or the base rate (as defined in the 2011

Facility) plus an applicable margin. At December 31, 201 2 , there were no borrowings or letters of credit outstanding

under the 2011 Facility

. The Eurodollar rate and ap plicable base rate, had there been any amounts borrowed under

the 2011 Facility, would have been 1.08% and 3.25%, respectively.

The 2011 Facility contains representations, warranties, covenants and events of default that are customary

for investment gr ade, senior unsecured commercial bank credit agreements, including a financial covenant for the

maintenance of a total debt

- to

- total capitalization ratio of no greater than 65%. At December 31, 201 2

, and during

the year then ended, EOG believes that it wa s in compliance with this financial debt covenant.

EOG Resources Canada Inc., a wholly

- owned subsidiary of EOG, has outstanding notes with a n aggregate

principal amount of $150 million, an interest rate of 4.75% and a maturity date of March 15, 2014. In conjunction

with the offering, EOG entered into a foreign currency swap transaction with multiple banks for the equivalent

amount of the notes and related interest, which has in effect converted this indebtedness into $201.3 million

Canadian dollars with a 5.275% interest rate. EOG accounts for the foreign currency swap transaction using the

hedge accounting method (see Note 11)

.

Capital Lease. During the third quarter of 2012, EOG began leasing certain newly constructed crude oil

storage tanks locat ed in the Eagle Ford Shale . The lease has an initial term of 10 years and EOG has an option to

extend the lease for an additional 5

- year period. EOG determined that the lease qualifie d as a capital lease for

accounting purposes. At December 31, 2012, t h e capital lease asset is included in Other Property , Plant and

Equipment and the related liabilities are included in Long

- Term Debt ($56 million) and Current Portion of Long

Term Debt ($7 million) on the Consolidated Balance Sheet s . Total aggregate minimu m lease payments are

approximately $ 72 million at December 31, 2012

.

3. Stockholders' Equity

Common Stock. On March 7, 2011, EOG completed the public offering and sale of 13,570,000 shares of

EOG common stock, par value $0.01 per share (Common Stock), at the public offering price of $105.50 per share.

Net proceeds from the sale of the Common Stock were approximately $1,388 million after deducting the

underwriting discount and offering expenses. Proceeds from the sale were used for general corporate p urposes,

including funding capital expenditures.F

- 14 In September 2001, EOG's Board of Directors (Board) authorized the purchase of an aggregate maximum

of 10 million shares of C ommon S tock that superseded all previous authorizations. At December 31, 201 2

, 6,386,200 shares remained available for purchase under this authorization. EOG last purchased shares of its

C ommon S tock under this authorization in March 2003. In addition, shares of C ommon S tock are from time to time

withheld by, or returned to, EOG in satisfaction of tax withholding obligations arising upon the exercise of employee

stock options or stock

- settled stock appreciation rights

, the vesting of restricted stock or restricted stock unit grants

or in payment of the exercise price of employee stock options. Such shares withheld or returned do not count against

the Board authorization discussed above. Shares purchased, withheld and returned are held in treasury for, among

other purposes, fulfilling any obligations arising under EOG's stock pla ns and any other approved transactions or

activities for which such shares of C ommon S tock may be required.

The Board increased the quarterly cash dividend on the C ommon S tock to $0.16 per share on February 1 7,

2011

, $0. 17 per share on February 16 , 201 2 and $0.1875 on February 13 , 2013

.

The following summarizes C ommon S tock activity for each of the years ended December 31, 2010

, 201 1

and 201 2 (in thousands):

Common Shares

Issued Treasury Outstanding

Balance at December 31, 2009 252 ,627 (118) 252,509

Common Stock Issued Under Equity Compensation Plans 1,482

- 1,482

Treasury Stock Purchased (1)

- (115) (115)

Common Stock Issued Under Employee Stock Purchase Plan 114

- 114

Treasury Stock Issued Under Other Equit y Compensation Plans

- 87 87

Balance at December 31, 2010 254,223 (146) 254,077

Common Stock Issued Under Equity Compensation Plans 1,395

- 1,395

Treasury Stock Purchased (1)

- ( 267 ) ( 267 )

Common Stock Issued Under Employee Stock Pur chase Plan 135

- 135

Treasury Stock Issued Under Other Equity Compensation Plans

- 109 109

Common Stock Sold 13,570

- 13,570

Balance at December 31, 2011 269,323 (304) 269,019

Common Stock Issued Under Equity Compensation Plans 2 ,471

- 2,471

Treasury Stock Purchased (1)

- (575) (575)

Common Stock Issued Under Employee Stock Purchase Plan 164

- 164

Treasury Stock Issued Under Other Equity Compensation Plans

- 553 553

Balance at December 31, 2012 271,958 (3 26) 271,632

(1) Represents shares that were withheld by, or returned to, EOG in satisfaction of tax withholding obligations that arose upon t he

exercise of employee stock options or stock

- settled stock appreciation rights, the vesting of restricted sto ck or restricted stock

unit grants or in payment of the exercise price of employee stock options.

Preferred Stock . EOG currently has one authorized series of preferred stock. In February 2000, EOG's

Board, in connection with a r ights a greement, autho rized 1,500,000 shares of the Series E Junior Participating

Preferred Stock (Series E preferred stock ). In February 2005, EOG's Board increased the authorized shares of the

Series E preferred stock to 3,000,000 in connection with the two

- for

- one stock spl it of the C ommon S tock effected in

March 2005. The r ights a greement and the related preferred share purchase rights expired on February 24, 2010. As

of December 31, 2012, there were no shares of the Series E preferred stock outstanding.F

- 15

4. Other Inc ome, Net

Other income, net for 201 2 included equity income from investments in ammonia plants in Trinidad ($20

million), interest income ($9 million) primarily related to severance tax refunds, net foreign currency transaction

gains ($7 million), losses on sales of warehouse stock ($10 million) and operating losses on EOG's investment in

Pacific Trail Pipeline s (PTP) in Canada ($9 million). Other income, net for 2011 included equity income from

investments in ammonia plants in Trinidad ($17 million), ope rating losses on EOG's investment in PTP in Canada

($5 million) and losses on sales of warehouse stock ($5 million).

5. Income Taxes

The principal components of EOG's net deferred income tax liabilities at December 31, 201 2 and 201 1 were as

follows (in thousands):

201 2 2011

Noncurrent Deferred Income Tax Assets (Liabilities)

Foreign Oil and Gas Exploration and Development Costs Deducted for

Tax Over Book Depreciation, Depletion and Amortization $ 25,592 $ (57,850)

Foreign Net Oper ating Loss 164,829 62,477

Foreign Other 1,60 7 314

Foreign Valuation Allowance s (134,792)

-

Total Net Noncurrent Deferred Income Tax Assets $ 57,236 $ 4,941

Current Deferred Income Tax (Assets) Liabilities

Commodity Hedging Contracts $ 57,754 $ 158,302

Deferred Compensation Plans (35, 715 ) (28,346)

Timing Differences Associated with Different Year

- ends in Foreign

Jurisdictions 2,762 6,251

Other (1,963) (218)

Total Net Current Deferred Income Tax Liabilities $ 22,838 $ 135,989

Noncurrent Deferred Income Tax (Assets) Liabilities

Oil and Gas Exploration and Development Costs Deducted for Tax

Over Book Depreciation, Depletion and Amortization $ 5, 300,115 $ 5,485,436

Non

- Producing Leasehold Cost s (61, 512 ) (66,926)

Seismic Costs Capitalized for Tax ( 125,026 ) (111,862)

Equity Awards (116, 666 ) (120,852)

Capitalized Interest 102, 677 106,265

Net Operating Loss ( 308,154 ) (1,152,386)

Alternative Minimum Tax Credit Carryforward (47 6, 505 ) (298,350)

Other 12, 467 25,894

Total Net Noncurrent Deferred Income Tax Liabilities $ 4, 327,396 $ 3,867,219

Total Net Deferred Income Tax Liabilities $ 4, 292,998 $ 3,998,267F

- 16 The components of Income Before Income Taxes for the years indicated below were as follows (in thousands):

201 2 2011 2010

United States $ 1, 988,105 $ 2,156,147 $ 646,495

Foreign (707,365) (246,348) (238,519)

Total $ 1, 280,740 $ 1,909,799 $ 407,976

The principal components of EOG's Income Tax Provision for the years indicated below were as follows (in

thousands):

201 2 2011 2010

Current:

Federal $ 242,674 $ 94,244 $ 17,154

State 22, 573 1,083 (1,642)

Foreign 152,27 6 224,049 155,565

Tota l 417,523 319,376 171,077

Deferred:

Federal 454,173 608,181 190,602

State 632 40,321 60,619

Foreign ( 161,867 ) (149,202) (174,976)

Total 292,938 499,300 76,245

Income Tax Provision $ 710,46 1 $ 818,676 $ 247,322

The differences between taxes computed at the United States federal statutory tax rate and EOG's effective

rate were as follows:

201 2 2011 2010

Statutory Federal Income Tax Rate 35.00% 35.00% 35.00%

State Income Tax, Net of Federal B enefit 1.18 1.41 9.39

Income Tax Provision Related to Foreign Operations 1. 38 0.88 (0.03)

Income Tax Provision Related to Trinidad Operations (0.27) 3.37 6.26

Canadian Valuation Allowances 10.57

- -

Canadia n Natural Gas Impairments 6.90 1.85 9.49

Other 0 .71 0.36 0.51

Effective Income Tax Rate 55.47 % 42.87% 60.62%

The difference in the effective tax rate and the United States federal statutory rate of 35% is attributed

princi pally to state and foreign income taxes. The impact of f oreign taxes on EOG's worldwide tax rate was mostly

due to Canadian impairments, which are tax

- effected at a statutory rate of 2 6 %

, and Canadian valuation allowances

.

Deferred tax assets are reco rded for certain tax benefits, including tax net operating losses ( N OLs) and tax

credit carryforwards, provided that management assesses the utilization of such assets to be "more likely than not."

Management assesses the available positive and negative e vidence to estimate if sufficient future taxable income will

be generated to use the existing deferred tax assets. On the basis of this evaluation, as of December 31, 2012,

valuation allowance s of $135 million have been recorded as EOG no longer believes that certain Canadian deferred

tax assets are more likely than not to be realized.F

- 17 The balance of unrecognized tax benefits at December 31, 201 2

, was $33 million, all of which, if

recognized, would affect the effective tax rate. EOG records interest an d penalties related to unrecognized tax

benefits to its income tax provision. Currently, there are no amounts of interest or penalties recognized in the

Consolidated Statements of Income and Comprehensive Income or in the Consolidated Balance Sheets. EOG does

not anticipate that the amount of the unrecognized tax benefits will significantly change during the next twelve

months. EOG and its subsidiaries file income tax returns in the United States and various state, local and foreign

jurisdictions. EOG i s generally no longer subject to income tax examinations by tax authorities in the United States

(federal), Canada, the United Kingdom, Trinidad and China for taxable years before 200 9 , 200 8 , 201 1 , 200 5 and

2008, respectively.

EOG' s foreign subsidiaries' undistributed earnings of approximately $2.5 billion at December 31, 201 2

, are

considered to be indefinitely invested outside the United States and, accordingly, no United States federal or state

income taxes have been provided thereon. Upon distribution of those earnings, EOG may be subject to both foreign

withholding taxes and United States income taxes, net of allowable foreign tax credits. The amount of such

additional taxes would be dependent on several factors, including the size and timing of the distribution, the

particular foreign jurisdiction from which the distribution is made, and the availability of foreign tax credits. As a

result, the determination of the potential amount of unrecognized withholding and deferred income taxes is not

practic able, al though additional taxes resulting from a repatriation of foreign earnings could be significant.

In 201 2 , EOG utilized a regular tax net operating loss (NOL) of $ 939 m illion

. Remaining NOL s of $ 932

million ($444 million and $ 488 million from 2011 and 2010, respectively) are expected to be carried forward and

applied against regular taxable income in future periods. To the extent not utilized, these NOL carryforwards will

expire in 2030 and 2031 , respectively

. Additionally, as of December 31, 201 2 , EOG had state income tax NOLs of

approximately $800 million, which, if unused, expire between 2015 and 203 2

. The Stock Compensation Topic of

the ASC provides that when settlement of a stock award contributes to a NOL carryforward, neither the associate d

excess tax benefit nor the credit to additional paid in capital (APIC) should be recorded until the stock award

deduction reduces income taxes payable. Due to the current year utilization of a portion of the available NOLs, a

benefit of $11 million will be reflected in APIC

. Future utilization of the remaining NOLs will result in an additional

benefit of $29 million being reflected in APIC (including $23 million and $ 6 million related to 201 1 and 201 0

, respectively). In 201 2 , EOG paid alternative minim um tax (AMT) of $18 7 million. The AMT paid in 201 2 , along

with AMT of $289 million paid in prior years, will be carried forward indefinitely as a credit available to offset

regular income taxes in future periods.

The ability of EOG to utilize both the r egular tax NOL carryfo r wards and the AMT credit carryforwards to

reduce federal income taxes may become subject to various limitations under the Internal Revenue Code. Such

limitations may arise if certain ownership changes (as defined for income tax purp oses) were to occur. As of

December 31, 201 2

, management does not believe that an ownership change has occurred which would limit either

carryforward.

During 201 2 , EOG' s United Kingdom subsidiary incurred a tax NOL of ap proximately $159 million which,

a long with prior years' NOL s of $ 104 million, will be carried forward indefinitely. In July 201 2 , the United

Kingdom enacted the Finance Act of 2012, which introduced certain tax law changes beneficial to EOG, related to

the Small Field Allowance and decom missioning costs. These two changes did no t have a material impact on EOG' s

201 2 earnings or cash flow.

The American Taxpayer Relief Act of 2012 (ATRA) was enacted on January 2, 2013. Although ATRA

principally affected individual taxpayers, the legisla tion included certain corporate tax incentives, notably the extension

of bonus depreciation (additional depreciation expense of 50% for qualified domestic property additions), which is

expected to have a favorable impact on EOG's tax position in 2013.

6. Employee Benefit Plans

Stock

- Based Compensation

During 201 2 , EOG maintained various stock

- based compensation plans as discussed below. EOG

recognizes compensation expense on grants of stock options, stock

- settled stock appreciation rights (SARs),

res tricted stock and restricted stock units , performance stock and performance units, and grants made under its

Employee Stock Purchase Plan (ESPP). Stock

- based compensation expense is calculated based upon the grant date

estimated fair value of the awards, net of forfeitures, based upon EOG's historical employee turnover rate.

C ompensation expense is amortized over the shorter of the vesting period or the period from date of grant until the

date the employee becomes eligible to retire without company approv al.F

- 18 Stock

- based compensation expense is included on the Consolidated Statements of Income and

Comprehensive Income based upon job functions of the employees receiving the grants. Compensation expense

related to EOG's stock

- based compensation plans for the years ended December 31, 201 2

, 201 1 and 2010 was as

follows (in millions):

201 2 201 1 2010

Lease and Well $ 35 $ 33 $ 27

Gathering and Processing Costs 1 1 1

Exploration Costs 27 26 24

General and Administrative 65 68 55

Total $ 128 $ 128 $ 107

T he EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (2008 Plan) provides for grants of

stock options, SARs, restricted stock and restricted stock units , performance stock and performance units, and other

stock

- based aw ards up to an aggregate maximum of 12.9 million shares plus shares of Common Stock underlying

forfeited or cancelled grant s under prior stock plans. At December 31, 201 2 , approximately 3.4 million shares of

Common Stock remained available for grant under the 2008 Plan. EOG's policy is to issue shares related to the 2008

Plan from previously authorized unissued shares or treasury shares to the extent treasury shares are available.

During 201 2

, 201 1 and 2010 , EOG issued shares in connection with stock opt ion /SAR exercises, restricted

stock grants, restricted stock unit releases and ESPP purchases. EOG recognized, as an adjustment to APIC, federal

income tax (expense)/

benefits of $67 million, $ 25,000 and $ (1) million for 201 2

, 201 1 and 2010 , respectively,

related to the exercise of stock options/SARs and the release of restricted stock and restricted stock units.

Stock Options and Stock

- Settled Stock Appreciation Rights and Employee Stock Purchase Plan.

Participants in EOG's stock plans (including the 20 08 Plan) have been or may be granted options to purchase shares

of C ommon S tock. In addition, participants in EOG's stock plans (including the 2008 Plan) have been or may be

granted SARs, representing the right to receive shares of C ommon S tock based on t he appreciation in the stock price

from the date of grant on the number of SARs granted. Stock options and SARs are granted at a price not less than

the market price of the C ommon S tock on the date of grant. Stock options and SARs granted vest on a grade d

vesting schedule up to four years from the date of grant based on the nature of the grants and as defined in individual

grant agreements. Terms for stock options and SARs granted have not exceeded a maximum term of 10 years.

EOG's ESPP allows eligible employees to semi

- annually purchase, through payroll deductions, shares of C ommon

S tock at 85 percent of the fair market value at specified dates. Contributions to the ESPP are limited to 10 percent of

the employee's pay (subject to certain ESPP limits) d uring each of the two six

- month offering periods each year.

The fair value of stock option grants and SAR grants is estimated using the Hull

- White II binomial option

pricing model. The fair value of all ESPP grants is estimated using the Black

- Scholes

- Merton model. Stock

- based

compensation expense related to stock option, SAR and ESPP grants totaled $49 million, $ 48 million and $ 41

million for the years ended December 31, 201 2

, 201 1 and 2010 , respectively.

Weighted average fair values and valuation assumptions used to value stock option, SAR and ESPP grants

for the years ended December 31, 201 2

, 2011 and 2010 were as follows:

Stock Options/SARs ESPP

201 2 2011 2010 201 2 2011 2010

Weighted Average Fair Value

of Grants $37.95 $29.92 $32.12 $25.11 $22.75 $25.45

Expected Volatility 39.68% 40.96% 39.70% 40.92% 29.82% 38.30%

Risk

- Free Interest Rate 0.45% 0.58% 0.87% 0.11% 0.14% 0.18%

Dividend Yield 0.60% 0.70% 0.70% 0.60% 0.70% 0.70%

Expected Lif

e 5.6 yrs 5.6 yrs 5.5 yrs 0.5 yrs 0.5 yrs 0.5 yrsF

- 19 Expected volatility is based on an equal weighting of historical volatility and implied volatility from traded

options in EOG's C ommon S tock. The risk

- free interest rate is based upon United Stat es Treasury yields in effect at

the time of grant. The expected life is based upon historical experience and contractual terms of stock option, SAR

and ESPP grants.

The following table sets forth the stock option and SAR transactions for the years ended December 31, 201 2

, 201 1 and 2010 (stock options and SARs in thousands):

201 2 2011 2010

Number Weighted Number Weighted Number Weighted

of Stock Average of Stock Average Of Stock Average

Options/ Grant Options/ Grant Options/ Grant

SARs P rice SARs Price SARs Price

Outstanding at January 1 8,374 $ 70.01 8,445 $64.49 8,335 $57.08

Granted 1,240 111.97 1,509 85.29 1,450 93.07

Exercised (1) (3,246) 54.80 (1,399) 50.86 (1,144) 43.38

Forfeited (149) 91.18 (181) 87.74 (196) 84.22

Outstanding at December 31 6,219 85.81 8,374 70.01 8,445 64.49

Stock Options/SARs Exercisable at

December 31 3,143 74.98 5,148 59.19 5,439 51.71

(1) The total intrinsic value of stock options/SARs exercised during the y ears 201 2

, 201 1 and 2010 was $185 million, $ 78

million and $ 66 million, respectively. The intrinsic value is based upon the difference between the market price of the

C ommon S tock on the date of exercise and the grant price of the stock options/SARs.

At December 31, 201 2 , there were 5,982,406 stock options/SARs vested or expected to vest with a

weighted average grant price of $85.36 per share

, an intrinsic value of $212 million and a weighted average

remaining contractual life of 4.1 years.

The followi ng table summarizes certain information for the stock options and SARs outstanding at

December 31, 201 2 (stock options and SARs in thousands):

Stock Options/SARs Outstanding Stock Options/SARs Exercisable

Weighted Weighted

Average Weight ed Average Weighted

Range of Stock Remaining Average Aggregate Stock Remaining Average Aggregate

Grant Options/ Life Grant Intrinsic Options/ Life Grant Intrinsic

Prices SARs (Years) Price Value (1) SARs (Years) Price Value (1)

$ 1 8 .00 to $ 69 .99 846 1 $ 45.84 838 1 $45.62

70 .00 to 81 .99 1,168 3 78.44 932 3 77.64

82 .00 to 88 .99 1,767 5 85.14 79 0 4 87.14

89 .00 to 109 .99 1,15 7 4 93.37 508 4 92.76

110 .00 to 136.99 1,281 6 113.03 75 4 121.24

6,219 4 85.81 $217,879 3,143 3 74.98 $144,335

(1) Based upon the difference between the closing market price of the C ommon S tock on the last trading day of the year and the

grant price of in

- the

- money stock options and SARs

.

At Decem

ber 31, 201 2 , unrecognized compensation expense related to non

- vested stock option and SAR

grants totaled $ 91 million. This unrecognized expense will be amortized on a straight

- line basis over a weighted

average period of 2.8 years.F

- 20 At December 31, 201 2 , approximately 625, 000 shares of Common Stock remained available for issuance

under the ESPP. The following table summarizes ESPP activities for the years ended December 31, 201 2

, 201 1 and

2010 (in thousands, except number of participants):

2012 201 1 2010

Approximate Number of Participants 1,705 1,525 1,236

Shares Purchased 16 4 135 114

Aggregate Purchase Price $ 12,522 $ 10,947 $ 9,172

Restricted Stock and Restricted Stock Units. Employees may be granted restricted (non

- vested) stock

and/or restricted stock units without cost to them. The restricted stock and restricted stock units generally vest five

years after the date of grant, except for certain bonus grants, and as defined in individual grant agreements. Upon

vesting of restricted stock, shares of Common Stock are released to the employee. Upon vesting, r estricted stock

units are converted into shares of Common Stock and released to the employee. Stock

- based compensation expense

related to restricted stock and restricte d stock units totaled $72 million, $ 80 million and $ 66 million for the years

ended December 31, 201 2

, 201 1 and 2010 , respectively.

The following table sets forth the restricted stock and restricted stock unit transactions for the years ended

December 3 1, 201 2

, 201 1 and 2010 (shares and units in thousands):

201 2 2011 2010

Weighted Weighted Weighted

Number of Average Number of Average Number of Average

Shares and Grant Date Shares and Grant Date Shares and Grant Date

Units Fair Value Units Fair Value Units Fair Value

Outstanding at January 1 4,240 $82.93 4,009 $79.13 3,636 $73.69

Granted 76 7 112.17 932 90.87 850 93.39

Released (1) (1,059) 72.70 (457) 66.10 (364) 58.00

Forfeited (130) 85.36 (244) 82.45 (113 ) 79.37

Outstanding at December 31 (2) 3,818 91.06 4,240 82.93 4,009 79.13

(1) The total intrinsic value of restricted stock and restricted stock units released during t he years ended December 31, 201 2

, 201 1 and 2010 was $120 million, $ 44 million a nd $ 35 million, respectively. The intrinsic value is based upon the closing

price of EOG's common stock on the date restricted stock and restricted stock units are released.

(2) The aggregate intrinsic value of restricted stock and restricted stock units outstanding at December 31, 201 2 and 201 1 was

approximately $461 million and $ 418 million, respectively.

At December 31, 201 2 , unrecognized compensation expense related to restricted stock and restricted stock

units totaled $136 million. Such unrecogni zed expense will be recognized on a straight

- line basis over a weighted

average period of 2.5 years.

Performance Units and Performance Stock. I n September 2012, as a new element of the long

- term

incentive component of EOG's executive officer compensatio n program

, EOG granted an aggregate of 54,526

performance units and 16,752 shares of performance stock to its executive officers ( in each case under the terms of

the 2008 Plan ), which units and shares remained outstanding at December 31 , 2012

. As more ful ly discussed in the

grant agreements, the performance metric applicable to these performance

- based grants is EOG's t otal s hareholder

r eturn over a three

- year performance period relative to the t otal s hareholder r eturn of a designated group of peer

companie s

. Upon the application of the performance multiple at the completion of the performance period, a

minimum of zero and a maximum of 142,556 performance units/shares could be outstanding. S ubject to the

termination provisions set forth in the grant agreem ents and the applicable performance multiple, the grants of

performance units/shares will "cliff" vest five years from the date of grant.

The fair value of the performance units and performance stock is estimated using a Monte Carlo simulation.

Stock

- b ased compensation expense related to performance unit and performance stock grants totaled $ 7 million for

the year ended December 31 , 2012. Weighted average fair values and valuation assumptions used to value

performance unit and performance stock grants as of December 31, 2012 were: Weighted Average Fair Value of

Grants, $134.09; Expected Volatility, 36.39 %; Risk

- Free Interest Rate, 0.39 %; and Dividend Yield, 0.60 %.F

- 21 Expected volatility is based on the term

- matched historical volatility over the simula ted term, which is

calculated as the time between the grant date and the end of the performance period. The risk

- free interest rate is

based on a 3.26 year zero

- coupon risk

- free interest rate derived from the Treasury Constant Maturities yield curve on

th e grant date.

At December 31 , 2012, unrecognized compensation expense related to performance units and performance

stock totaled $ 3 million. Such unrecognized expense will be amortized on a straight

- line basis over a weighted

average period of 3. 0 years

.

Pension Plans. EOG has a defined contribution pension plan in place for most of its employees in the

United States. EOG's contributions to the pension plan are based on various percentages of compensation and, in

some instances, are based upon the am ount of the employees' contributions. EOG's total costs recognized for the

plan were $36 million, $ 27 million and $ 23 million for 201 2 , 201 1 and 2010 , respectively.

In addition, EOG's Canadian subsidiary maintains both a non

- contributory defined benef it pension plan and

a non

- contributory defined contribution pension plan, as well as a matched defined contribution savings plan. EOG's

Trinidadian subsidiary maintains a contributory defined benefit pension plan and a matched savings plan. EOG's

United Kingdom subsidiary maintains a pension plan which includes a non

- contributory defined contribution pension

plan and a matched defined contribution savings plan. With the exception of Canada's non

- contributory defined

benefit pension plan, which is closed to new employees, these pension plans are available to most employees of the

Canadian, Trinidadian and United Kingdom subsidiaries. EOG's combined contributions to these plans were $3

million for each of the years 201 2 , 201 1 and 2010

.

For the Canadian and Trinidadian defined benefit pension plans, the benefit obligation, fair value of plan

assets and prepaid/(accrued) benefit cost totaled $ 14 million, $ 10 milli on and $(2) million, respectively, at December

31, 201 2

, and $ 11 million, $8 million and $( 2 ) million, re spectively, at December 31, 2011

.

Postretirement Health Care. EOG has postretirement medical and dental benefits in place for eligible United

States and Trinidad employees and their eligible dependents, the costs of which are not material.

7. Commitments and Contingencies

Letters of Credit. At December 31, 201 2 , EOG had standby letters of credit and guarantees outstanding

totaling approximately $63 6 million, of which $150 million represent ed guarantees of subsidiary indebtedness (see

N ote 2) and $48 6 million primarily represent ed guarantees of payment or performance obligations on behalf of

subsidiaries. At December 31, 2011, EOG had standby letters of credit and guarantees outstanding totaling

approximately $585 million, of which $150 million represent ed guarantees of subsidiary indebtedness (see Note 2)

and $435 million primarily represent ed guarantees of payment obligations on behalf of subsidiaries. As of February

21 , 201 3 , there were no demands for payment under these guarantees.

Minimum Commitments. At December 31, 201 2 , total minimum commitments from long

- term non

cancelable operating leases, drilling rig commitments, seismic purchase obligations, fracturing services obligations

, other purchase obligations and transportation a nd storage service commitments, based on current transportation and

storage rates and the foreign currency exchange rates used to convert Canadian dollars and British pounds into

United States dollars at December 31, 201 2

, were as follows (in thousands):

Total Minimum

Commitments

201 3 $ 2, 214,134

201 4

- 201 5 1, 521,903

201 6

- 201 7 1, 205,897

201 8 and beyond 1,3 69,924

$ 6, 311,858F

- 22 Included in the table above are leases for buildings, facilities and equipment with var ying expiration dates

through 2042 . Rental expenses associated with existing leases amounted to $182 million, $ 149 million and $ 95

million for 201 2

, 201 1 and 2010 , respectively.

Contingencies. There are currently various suits and claims pending agains t EOG that have arisen in the

ordinary course of EOG's business, including contract disputes, personal injury and property damage claims and title

disputes. While the ultimate outcome and impact on EOG cannot be predicted, management believes that the

res olution of these suits and claims will not, individually or in the aggregate, have a material adverse effect on EOG's

consolidated financial position, results of operations or cash flow. EOG records reserves for contingencies when

information available in dicates that a loss is probable and the amount of the loss can be reasonably estimated.

8. Net Income Per Share

The following table sets forth the computation of Net Income Per Share for the years ended December 31,

201 2

, 201 1 and 2010 (in thousands, except per share data):

201 2 2011 2010

Numerator for Basic and Diluted Earnings per Share

-

Net Income $ 570,279 $ 1,091,123 $ 160,654

Denominator for Basic Earnings per Share

- Weighted Average Shares 267,577 262,735 250 ,876

Potential Dilutive Common Shares

- Stock Options/SARs 1,456 1,707 1,991

Restricted Stock/ Units and Performance Units/Stock 1,729 1,826 1,633

Denominator for Diluted Earnings per Share

- Adjusted Diluted Weighted Average Shar es 270,762 266,268 254,500

Net Income Per Share

Basic $ 2. 13 $ 4.15 $ 0.64

Diluted $ 2. 11 $ 4.10 $ 0.63

The diluted earnings per share calculation excludes stock options and SARs that were anti

- dilutive. Shares

underlying t he ex cluded stock options and SARs totaled 0.5 million, 0. 4 million and 0.3 million for the years ended

December 31, 201 2

, 201 1 and 2010 , respectively.

9. Supplemental Cash Flow Information

Net cash paid for interest and income taxes was as follows for the years ended December 31, 201 2

, 201 1 and

2010 (in thousands):

201 2 2011 2010

Interest , Net of Capitalized Interest $ 196,944 $ 186,718 $ 146,731

Income Taxes, Net of Refunds Received $ 360,006 $ 260,224 $ 233,462

EOG's accrued capital exp enditures at December 31, 201 2 , 201 1 and 2010 were $734 million, $ 663 million

and $ 709 million, respectively.

Non

- cash investing and financing activities for the year ended December 31, 2012

, included non

- cash additions

of $66 million to EOG's other prop erty, plant and equipment and related obligations in connection with a capital lease

transaction and non

- cash additions of $20 million to EOG's oil and gas properties as a result of property exchanges

.F

- 23

10. Business Segment Information

EOG's operation s are all crude oil and natural gas exploration and production related. The Segment

Reporting Topic of the ASC establishes standards for reporting information about operating segments in annual

financial statements. Operating segments are defined as compo nents of an enterprise about which separate financial

information is available and evaluated regularly by the chief operating decision maker, or decision

- making group, in

deciding how to allocate resources and in assessing performance. EOG's chief operati ng decision making process is

informal and involves the Chairman of the Board and Chief Executive Officer and other key officers. This group

routinely reviews and makes operating decisions related to significant issues associated with each of EOG's major

producing areas in the United States, Canada, Trinidad, the United Kingdom

, China and Argentina . For segment

reporting purposes, the chief operating decision maker considers the major United States producing areas to be one

operating segment.

Financia l information by reportable segment is presented below as of and for the years ended December 31,

201 2

, 201 1 and 2010 (in thousands):

United Other

States Canada Trinidad International (1) Total

201 2

Crude Oil and C ondensate $ 5,383,612 $ 221,556 $ 50,708 $ 3,561 $ 5,659,437

Natural Gas Liquids 713,497 13,680

- - 727,1 7 7

Natural Gas 951,463 86,361 514,322 19,616 1,571,762

Gains on Mark

- to

- Market Commodity

Derivative Contracts 393,744

- - - 393,744

Gathering, Processing and Marketing 3, 091,281

- 5,413

- 3, 096,69 4

Gains on Asset Dispositions, Net 166,201 26,459

- - 192,660

Other, Net 40,780 367 15

- 41,162

Net Operating Revenues (2) 10, 740,578 348,423 570,458 23,177 11, 68 2,636

Depreciation, Depletion and Amortization 2,780,563 223,689 147,062 18, 389 3,169, 703

Operating Income ( Loss ) 2, 233,911 (1,065,434) 371,876 (60, 556 ) 1, 479,797

Interest Income 8,343 123 125 180 8,771

Other Income (Expense) (12,455) (8,689) 20,482 6,386 5,724

Net Interest Expense 242,138 6,589 238 (35, 413 ) 213,552

Income ( Loss ) Before Income Taxes 1, 987,66 1 (1,080,589) 392,245 (18, 577 ) 1, 280,74 0

Income Tax Provisi on (Benefit) 707, 401 ( 134,745 ) 140,468 (2,663) 710,461

Additions to Oil and Gas Properties,

Excluding Dry Hole Costs 6, 198,267 302,851 49,376 169,852 6, 720,346

Total Property, Plant and Equipment, Net 21,560,998 877,996 535,405 363, 282 23, 337,68 1

Total Assets 24, 523,072 1, 202,031 1,012,727 598, 748 27, 336,578F

- 24 United Other

States Canada Trinidad International (1) Total

2011

Crude Oil and Condensate $ 3,458,248 $ 264, 895 $ 112,554 $ 2,587 $ 3,838,284

Natural Gas Liquids 762,730 16,634

- - 779,364

Natural Gas 1,593,964 178,324 442,589 25,663 2,240,540

Gains on Mark

- to

- Market Commodity

Derivative Contracts 626,053

- - - 626,053

Gathe ring, Processing and Marketing 2,115,768

- 24

- 2,115,792

Gains on Asset Dispositions, Net 475,878 17,033 (2)

- 492,909

Other, Net 32,329 258 586

- 33,173

Net Operating Revenues ( 3 ) 9,064,970 477,144 555,751 28,250 10,126,115

Depreciation, Depletion and Amortization 2,131,706 260,084 107,141 17,450 2,516,381

Operating Income (Loss) 2,252,508 (459,520) 383,992 (63,671) 2,113,309

Interest Income 436 342 101 140 1,019

Other Income (Expense) (6,480) (2,375) 18,755 (4,066) 5,834

Net Interest Expense 214,360 23,085

- (27,082) 210,363

Income (Loss) Before Income Taxes 2,032,104 (484,638) 402,848 (40,515) 1,909,799

Income Tax Provision (Benefit) 732,362 (125,474) 204,698 7,090 818,676

Additions to Oil and Gas Properties,

Excluding Dry Hole Costs 5,790,590 259,634 132,159 58,784 6,241,167

Total Property, Plant and Equipment, Net 18,711,774 1,760,066 627,794 189,190 21,288,824

Total Assets 21,313,158 2,131,949 1,085,664 308,026 24,838,797

2010

Crude Oil and Condensate $ 1,700,770 $ 178,349 $ 117,605 $ 2,047 $ 1,998,771

Natural Gas Liquids 448,647 13,698

- - 462,345

Natural Ga s 1,778,823 285,369 330,247 25,660 2,420,099

Gains on Mark

- to

- Market Commodity

Derivative Contracts 61,912

- - - 61,912

Gathering, Processing and Marketing 909,660

- 20

- 909,680

Gains on Asset Dispositions, Net 196,774 23,112 3,652

- 223,538

Other, Net 19,886 (31) 3,696

- 23,551

Net Operating Revenues ( 3 ) 5,116,472 500,497 455,220 27,707 6,099,896

Depreciation, Depletion and Amortization 1,539,240 315,849 71,085 15,752 1 ,941,926

Operating Income ( Loss ) 787,422 (516,874) 312,128 (59,357) 523,319

Interest Income 152 387 120 164 823

Other Income (Expense) (3,905) 2,067 14,022 1,236 13,420

Net Interest Expense 112,226 34,350 448 (17,438) 129,586

Income (Loss) Before Income Taxes 671,443 (548,770) 325,822 (40,519) 407,976

Income Tax Provision (Benefit) 255,945 (146,495) 140,934 (3,062) 247,322

Additions to Oil and Gas Properties,

Excluding Dry Hole Costs 4,491,897 4 46,626 134,198 65,405 5,138,126

Total Property, Plant and Equipment, Net 15,747,808 2,189,961 595,970 147,161 18,680,900

Total Assets 17,762,533 2,598,412 954,391 308,897 21,624,233

(1) Other International primarily includes EOG's United Kingdom

, China and Argentina operations.

(2) EOG has sales activity with a single significant purchaser in the United States segment in 2012 that totaled $2.2 billion of

consolidated Net Operating Revenues.

( 3 ) EOG had no purchasers in 201 1 or 2010 whose sales totaled 10 percent or more of consolidated Net Operating Revenues

.F

- 25

11. Risk Management Activities

Commodity Price Risks. EOG engages in price risk management activities from time to time. These

activities are intended to manage EOG's exposure to fluctuations in commodity prices for crude oil and natural gas.

EOG utilizes financial commodity derivative instruments, primarily price swap, option , swaption , collar and basis

swap contracts, as a means to manage thi s price risk. In addition to financial transactions, from time to time EOG is

a party to various physical commodity contracts for the sale of hydrocarbons that cover varying periods of time and

have varying pricing provisions. T hese physical commodity co ntracts qualify for the normal purchases and normal

sales exception and, therefore, are not subject to hedge accounting or mark

- to

- market accounting. The financial

impact of physical commodity contracts is included in revenues at the time of settlement, w hich in turn affects

average realized hydrocarbon prices.

During 201 2

, 20 1 1 and 2010 , EOG elected not to designate any of its financial commodity derivative

contracts as accounting hedges and, accordingly, accounted for these financial commodity derivati ve contracts using

the mark

- to

- market accounting method. During 201 2 , EOG recognized net gains on the mark

- to

- market of financial

commodity derivative contracts of $394 million, which include d net realized gain s of $711 million. During 2011,

EOG recogniz ed net gains on the mark

- to

- market of financial commodity derivative contracts of $626 million, which

included net realized gains of $181 million. During 2010, EOG recognized net gains on the mark

- to

- market of

financial commodity derivative contracts of $ 62 million, which included net realized gains of $7 million.

Commodity Derivative Contracts. Presented below is a comprehensive summary of EOG's crude oil

derivative contracts at December 31, 201 2 , with notional volumes expressed in barrels per day (Bb ld) and prices

expressed in dollars per barrel ($/Bbl)

Crude Oil Derivative Contracts

Weighted

Volume (1) Average Price

(Bbld) ($/Bbl)

2013

January 1, 2013 through June 30, 2013 101,000 $ 99.29

July 1, 2013 through December 31, 2013 9 3,000 98.44

(1) EOG has entered into crude oil derivative contracts which give counterparties the option to extend certain current

derivative contracts for an additional six

- month period

. Options covering a notional volume of 62 ,000 Bbld are

exercisabl e on June 28, 2013. If the counterparties exercise all such options, the notional volume of EOG's

existing crude oil derivative contracts will increase by 62 ,000 Bbld at an average price of $ 100.24 per barrel for

the period July 1, 2013 through December 3 1, 2013. Options covering a notional volume of 54,000 Bbld are

exercisable on December 31, 2013. If the counterparties exercise all such options, the notional volume of EOG's

existing crude oil derivative contracts will increase by 54,000 Bbld at an aver age price of $98.91 per barrel for the

period January 1, 2014 through June 30, 2014.F

- 26 Presented below is a comprehensive summary of EOG's natural gas derivative contracts at December 31,

201 2 , with notional volumes expressed in million British thermal un its ( MMBtu ) per day (MMBtud) and prices

expressed in dollars per MMBtu ($/MMBtu).

Natural Gas Derivative Contracts

Volume

(MMBtud) Weighted

Average Price

($/MMBtu)

2013 ( 1 )

January 2013 (closed) 150,000 $4.79

February 1, 2013 through December 31, 2013 150,000 4.79

2014 ( 2 )

(1) EOG has entered into n atural gas derivative contracts which give counterparties the option of entering into

derivative contracts at future dates. Such options are exercisable monthly up until the settlement date of each

monthly contract. If the counterparties exercise all such options, the notional volume of EOG's existing natural

gas derivative contracts will increa se by 150 ,000 MMBtud at an average price of $ 4.79 per MMBtu for the

period from February 1, 2013 t hrough December 31, 2013

. (2) In July 2012, EOG settled its natural gas financial price swap contracts for the period January 1, 2014 through

December 31, 2014 and received proceeds of $36.6 million . In connection with these contracts, the

counterparties reta in an option of entering into derivative contracts at future dates. Such options are exercisable

monthly up until the settlement date of each monthly contract. If the counterparties exercise all such options, the

notional volume of EOG's existing natural gas derivative contracts will increase by 150,000 MMbtud at an

average price of $4.79 per MMBtu for each month of 2014.

Foreign Currency Exchange Rate Derivative

. EOG is party to a foreign currency aggregate swap with

multiple banks to eliminate any ex change rate impacts that may result from the $150 million principal amount of

notes issued by one of EOG's Canadian subsidiaries. EOG accounts for the foreign currency swap transaction using

the hedge accounting method. Changes in the fair value of the f oreign currency swap do not impact Net Income.

The after

- tax net impact from the foreign currency swap for the years ended December 31, 2012, 2011 and 2 010

resulted in an increase in Other Comprehensive Income (OCI) of $1 million, a decrease in OCI of $ 1 million and an

increase in OCI of $ 3 million, respectively.

Interest Rate Derivative . EOG is a party to an interest rate swap with a counterparty bank. The interest rate

swap was entered into in order to mitigate EOG's exposure to volatility in interes t rates related to EOG's $350

million principal amount of Floating Rate Senior Notes due 2014 issued in November 2010 . The interest rate swap

has a notional amount of $350 million. EOG accounts for the interest rate swap usin g the hedge accounting method

. Changes in the fair value of the interest rate swap do not impact Net Income. The after

- tax impact from the interest

rate swap resulted in reductions in OCI of $ 0.1 million and $3 million for the year s ended December 31, 2012 and

2011 , respectively , and an increase in OCI of $1 million for the year ended December 31, 2010

.F

- 27 The following table sets forth the amounts, on a gross basis, and classification of EOG's outstanding

derivative financial instruments at December 31, 201 2 and 201 1 , respectively

. Certain amounts may be presented on

a net basis on the consolidated financial statements when such amounts are with the same counterparty and subject to

a master netting arrangement (in millions):

Fair Value at December 31,

Description Location on Balance Sheet 201 2 2011

Asset Derivatives

Crude oil and n atural gas

derivative contracts

- Current portion Assets from Price Risk

Management Activities $ 166 $ 451

Noncurrent portion Other Assets $

- $ 35

Liability Derivatives

Crude oil and natural gas

derivative contracts

- Current portion Liabilities from Price Risk

Management Activities $ 8 $

- Noncurrent portion Other Liabilities $ 13 $

-

Foreign currency swap

- Noncurrent portion Other Liabilities $ 55 $ 52

Interest rate swap

- Noncurrent portion Other Liabilities $ 4 $ 3

Credit Risk. Notional contract amounts are us ed to express the magnitude of commodity price

, foreign

currency and interest rate swap agreements. The amounts potentially subject to credit risk, in the event of

nonperformance by the counterparties, are equal to the fair value of such contracts (see No te 12). EOG evaluates its

exposure to significant counterparties on an ongoing basis, including those arising from physical and financial

transactions. In some instances, EOG requires collateral, parent guarantees or letters of credit to minimize credit

risk. At December 31, 2012, EOG's net accounts receivable balance related to United States, Canada and United

Kingdom hydrocarbon sales include one receivable balance which constituted 26% of the total balance. The

receivable was du e from a United States petroleum marketi ng company. The related amount was collected during

early 2013. At December 31, 2011

, no individual purchaser's net accounts receivable balance related to United

States, Canada and United Kingdom hydrocarbon sales accounted for 10% or more of the total balance. In 201 2 and

201 1

, all natural gas from EOG's Trinidad operations was sold to the National Gas Company of Trinidad and

Tobago and all natural gas from EOG's China operations was sold to Petrochina Company Limited.

All o f EOG's outstanding derivative instruments are covered by International Swap Dealers Association

Master Agreements (ISDA s ) with counterparties. The ISDAs may contain provisions that require EOG, if it is the

party in a net liability position, to post coll ateral when the amount of the net liability exceeds the threshold level

specified for EOG's then

- current credit ratings. In addition, the ISDAs may also provide that as a result of certain

circumstances, including certain events that cause EOG's credit ra tings to become materially weaker than its then

current ratings, the counterparty may require all outstanding derivatives under the ISDA to be settled immediately.

See Note 12 for the aggregate fair value of all derivative instruments that were in a net l iability position at December

31, 201 2 and 201 1 . EOG had no collateral posted at both December 31, 201 2 and 201 1

. EOG held $6 million and

$67 million of collateral at December 31, 2012 and 2011 , respectively

.F

- 28 Substantially all of EOG's accounts receiv able at December 31, 201 2 and 201 1 resulted from hydrocarbon

sales and/or joint interest billings to third

- party companies, including foreign state

- owned entities in the oil and gas

industry. This concentration of customers and joint interest owners may i mpact EOG's overall credit risk, either

positively or negatively, in that these entities may be similarly affected by changes in economic or other conditions.

In determining whether or not to require collateral or other credit enhancements from a customer or joint interest

owner, EOG typically analyzes the entity's net worth, cash flows, earnings and credit ratings. Receivables are

generally not collateralized. During the three

- year period ended December 31, 201 2 , credit losses incurred on

receivables by EOG have been immaterial.

12. Fair Value Measurements

Certain of EOG's financial and nonfinancial assets and liabilities are reported at fair value on the

Consolidated Balance Sheets . An established fair value hierarchy prioritizes the relative relia bility of inputs used in

fair value measurements. The hierarchy gives highest priority to Level 1 inputs that represent unadjusted quoted

market prices in active markets for identical assets and liabilities that the reporting entity has the ability to acc ess at

the measurement date. Level 2 inputs are directly or indirectly observable inputs other than quoted prices included

within Level 1. Level 3 inputs are unobservable inputs and have the lowest priority in the hierarchy. EOG give s

consideration to t he credit risk of its counterparties, as well as its own credit risk, when measuring financial assets

and liabilities at fair value.

The following table provides fair value measurement information within the fair value hierarchy for certain

of EOG's fi nancial assets and liabilities carried at fair value on a recurring basis at December 31, 201 2 and 201 1 (in

millions):

Fair Value Measurements Using:

Quoted Significant

Prices in Other Significant

Active Observable Unobs ervable

Markets Inputs Inputs

(Level 1) (Level 2) (Level 3) Total

At December 31, 2012

Financial Assets:

Crude Oil Swaps $

- $ 65 $

- $ 65

Crude Oil Options/ Swaptions

- 36

- 36

Natural Gas Options/Swaptions

- 65

- 65

Financial Liabilities:

Crude Oil Options/Swaptions $

- $ 8 $

- $ 8

Natural Gas Options/Swaptions

- 13

- 13

Foreign Currency Rate Swap

- 55

- 55

Interest Rate Swap

- 4

- 4

At December 31, 2011

Financial Assets:

Crude Oil Swaps $

- $ 29 $

- $ 29

Crude Oil Options/Swaptions

- 4

- 4

Natural Gas Swaps

- 81

- 81

Natural Gas Options/Swaptions

- 372

- 372

Financial Liabilities:

Foreign Currency Rate Swap $

- $ 52 $

- $ 52

Interest Rate Swap

- 3

- 3F

- 29 The estimated fair value of crude oi l and natural gas derivative contracts (including options/swaptions) and

the interest rate swap contract (see Note 11) was based upon forward commodity price and interest rate curves based

on quoted market prices. The estimated fair value of the foreign c urrency rate swap was based upon forward

currency rates. Swaps were valued using market prices and discount rates from an independent third

- party provider

of financial market data. The Black 76 Model is utilized in valuing options.

The initial measurem ent of asset retirement obligations at fair value is calculated using discounted cash flow

techniques and based on internal estimates of future retirement costs associated with property, plant and equipment.

Significant Level 3 inputs used in the calculat ion of asset retirement obligations include plugging costs and reserve

lives. A reconciliation of EOG's asset retirement obligations is presented in Note 14.

During 201 2 , p roved and unproved oil and gas properties and other assets with a carrying amount of $1, 524

million were written down to their fair value of $ 391 million, resulting in pretax impairment charges of $1, 133

million. Included in the $1, 133 million pretax impairment charge s are $60 million of impairment s of proved oil and

gas properties an d other property, plant and equipment for which EOG utilized accepted offer s from third

- party

purchasers as the basis for determining fair value. During 2011 , p roved oil and gas properties with a carrying

amount of $1, 450 million were written down to thei r fair value of $ 616 million, resulting in pretax impairment

charges of $ 834 million. In connection with $ 278 million of impairment s of certain natural gas assets in the U nited

S tates during 2011 , EOG utilized accepted bids as the basis for determining fai r value. Significant Level 3

assumptions associated with the calculation of discounted cash flows used in the impairment analysis include EOG's

estimate of future crude oil and natural gas prices, production costs, development expenditures, anticipated

pr oduction of proved reserves, appropriate risk

- adjusted discount rates and other relevant data.

Fair Value of Debt. At December 31, 2012 and 2011, EOG had outstanding $6,290 million and $5,040

million, respectively, aggregate principal amount of debt, which had estimated fair values of approximately $7,032

million and $5,657 million, respectively. The estimated fair value of debt was based upon quoted market prices and,

where such prices were not available, other observable (Level 2) inputs regarding i nterest rates available to EOG at

year

- end.

13. Accounting for Certain Long

- Lived Assets

EOG reviews its proved oil and gas properties for impairment purposes by comparing the expected

undiscounted future cash flows at a producing field level to the u namortized capitalized cost of the asset. During

201 2 , 201 1 and 2010 , such reviews indicated that unamortized capitalized costs of certain properties were higher

than their expected undiscounted future cash flows due primarily to lower commodity prices, d ownward reserve

revisions, drilling of marginal or uneconomic wells, or development dry holes in certain producing fields. Several

impairments over this period were recognized in connection with the signing of purchase and sale agreements. As a

result, E OG recorded pretax charges of $171 million, $ 403 million and $ 107 million in the United States during

201 2, 2011 and 2010 , respectively, and $ 872 million, $ 428 million and $ 418 million in Canada during 201 2 , 201 1

and 2010 , respectively. Additionally, EOG recorded pretax charges of $3 million in Other International during 2011

and $1 million in Trinidad during 2010. The pretax charges are included in Impairments on the Consolidated

Statements of Income and Comprehensive Income. The carrying values for ass ets determined to be impaired were

adjusted to estimated fair value using the I ncome A pproach described in the Fair Value Measurement Topic of the

ASC . If applicable, EOG utilizes accepted bids as the basis for determining fair value

. Amortization and

im pairments of unproved oil and gas property costs, including amortization of capitalized interest, were $ 228

million, $ 197 million and $ 217 million for 201 2 , 201 1 and 2010 , respectively.F

- 30

14. Asset Retirement Obligations

The following table presents t he reconciliation of the beginning and ending aggregate carrying amounts of

short

- term and long

- term legal obligations associated with the retirement of property, plant and equipment for the

years ended December 31, 201 2 and 201 1 (in thousands):

201 2 2 011

Carrying Amount at Beginning of Period $ 587,084 $ 498,288

Liabilities Incurred 107,378 68,703

Liabilities Settled (1) (77,384) (66,129)

Accretion 30,020 27,907

Revisions 15,287 58,786

Foreign Currency Translations 3,5 5 9 (471)

Carrying Amount at End of Period $ 665,944 $ 587,084

Current Portion $ 30,127 $ 29,527

Noncurrent Portion $ 635,817 $ 557,557

(1) Includes settlements related to asset sales

.

The current and noncurrent portions of EOG's asset retirement obligations are included in Current Liabilities

- Other and Other Liabilities, respectively, on the Consolidated Balance Sheets.

15

. Exploratory Well Costs

EOG's net changes in capitalized exploratory well costs for the years ended December 31, 201 2

, 201 1 and

2010 are presented below (in thousands):

2012 2011 2010

Balance at January 1 $ 61,111 $ 99,801 $ 118,459

Additions Pending the Determination of Proved Reserves 73,332 31,271 94,090

Reclassifications to Proved P roperties (69,462) (29,227) (93,333)

Costs Charged to Expense (1) (17,115) (42,178) (20,267)

Foreign Currency Translations 1,250 1,444 852

Balance at December 31 $ 49,116 $ 61,111 $ 99,801

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

- 31 The following table provides an aging of capitalized exploratory well costs at December 31, 201 2

, 20 11 and

2010 (in thousands, except well count):

201 2 2011 2010

Capitalized explora tory well costs that have been

capitalized for a period less than one year $ 28,319 $ 17,009 $ 43,408

Capitalized exploratory well costs that have been

capitalized for a period greater than one year 20,797 (1) 44,102 ( 2 ) 56,393 ( 3 )

Total $ 49,116 $ 61,111 $ 99,801

Number of exploratory wells that have been capitalized

for a period greater than one year 1 4 4

(1) Consists of costs related to an outside operated, offshore Central North Sea natural gas project in the United Kingdom (U.K.)

. In the Central North Sea Columbus project, a revised field development plan was submitted to the U.K. Department of Energy

and Climate Change during the third quarter of 2012 . The project participants are currently negotiating commercial agreements.

( 2 ) Consists of costs related to an outside operated, offshore Central North Sea project in the United Kingdom (U.K.) ($2 0 million),

an East Irish Sea project in the U.K. ($9 million), a project in the Sichuan Basin, Sichuan Province, China ($ 9 million), and a

shale project in British Columbia, Canada ( B.C. ) ($6 million).

(3 ) Consists of costs related to an outside operated, offshore Central North Sea project in the U.K. ($21 million), an East Irish Sea

project in the U.K. ($9 million), a project in the Sic huan Basin, Sichuan Province, China ($20 million), and a shale project in

B.C. ($6 million).

16 . Acquisitions and Divestitures

During 2012, EOG received proceeds of approximately $1

. 3 b illion from the sales of producing properties

and acreage primari ly in the Rocky Mountain area, the Upper Gulf Coast region and Canada. During 2011, EOG

received proceeds of approximately $1.4 b illion from sale s of producing properties and acreage and certain

midstream assets , primarily in the Rocky Mountain area and T exas , and the sale of a portion of EOG's interest in the

planned Kitimat liquefied natural gas export t erminal (Kitimat LN G Terminal) and the proposed Pacific Trail

Pipelines (PTP)

. During 2010, EOG received proceeds of approximately $673 million from the sale of producing

properties and acreage, primarily Canadian shallow natural gas assets and properties in the Rocky Mountain area,

Texas, and Pennsylvania.

EOG's wholly

- owned Canadian subsidiary, EOG Resources Canada Inc. ( EOGRC ), own ed a 30% interest

i n both the Kitimat LNG Terminal to be located near the Port of Kitimat , British Columbia and PTP which is

intended to link Western Canada's natural gas producing regions to the Kitimat LNG T erminal. In December 2012,

EOGRC signed a purchase and sale agree ment for the sale of its entire interest in the Kitimat LNG Terminal and

PTP, as well as approximately 28,500 undeveloped net acres in the Horn River Basin, to Chevron Canada Limited.

The transaction close d in February 2013. Additionally in 2012, EOG sig ned purchase and sale agreement s for the

sale of c ertain properties in the United States

. At December 31, 2012, the book value of the se assets held for sale

and the related liabilities were $ 310 million and $ 31 million, respectively.

In the fou rth quarter of 2010, EOG completed the sale s of certain of its Canadian shallow natural gas assets

in three separate transactions. Proceeds from the sale s were approximately $ 344 million. In 2010, EOG recorded a

pretax impairment of $280 million to adjus t the shallow natural gas assets sold to estimated fair value less estimated

cost to sell.F

- 32 EOG RESOURCES, INC.

SUPPLEMENTAL INFORMATION TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Per Share Data Unless Otherwise Indicated)

(Unaudited )

Oil and Gas Producing Activities

The following disclosures are made in accordance with Financial Accounting Standards Board Accounting

Standards Update No. 2010

- 03 "Oil and Gas Reserve Estimates and Disclosures" and the Unite d States Securities and

E xchange Commission's (SEC) final rule on "Modernization of Oil and Gas Reporting."

Oil and Gas Reserves. Users of this information should be aware that the process of estimating quantities of

"proved," "proved developed" and "proved undeveloped" crude o il, natural gas liquids ( NGLs ) and natural gas reserves

is complex, requiring significant subjective decisions in the evaluation of all available geological, engineering and

economic data for each reservoir. The data for a given reservoir may also change substantially over time as a result of

numerous factors

, including, but not limited to, additional development activity, evolving production history and

continual reassessment of the viability of production under varying economic conditions. Consequently, material

revisions (upward or downward) to existing reserve estimates may occur from time to time. Although reasonable effort

is made to ensure that reserve estimates reported represent the most accurate assessments possible, the significance of

the subj ective decisions required and variances in available data for various reservoirs make these estimates generally

less precise than other estimates presented in connection with financial statement disclosures. See ITEM 1A. Risk

Factors.

Proved reserves re present estimated quantities of crude oil, NGLs and natural gas that geoscience and

engineering data can estimate

, with reasonable certainty, to be economically producible from a given day forward from

known reservoirs under then

- existing economic conditio ns, operating methods and government regulation before the

time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably

certain, regardless of whether deterministic or probabilistic methods are used fo r the estimation.

Proved developed reserves are proved reserves expected to be recovered under operating methods being

utilized at the time the estimates were made, through wells and equipment in place or if the cost of any required

equipment is relative ly minor compared to the cost of a new well

.

Proved undeveloped reserves (PUDs) are reserves that are expected to be recovered from new wells on

undrilled acreage, or from existing wells where a significant expenditure is required. Reserves on undrilled acreage

are limited to those directly offsetting development spacing areas that are reasonably certain of production when

drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic

producibility at greater d istances. PUDs can be recorded in respect of a particular undrilled location only if the

location is scheduled, under the then

- current drilling and development plan, to be drilled within five years from the

date that the PUDs are to be recorded, unless spe cific factors (such as those described in interpretative guidance

issued by the Staff of the SEC) justify a longer timeframe. Likewise, absent any such specific factors, PUDs

associated with a particular undeveloped drilling location shall be removed from the estimates of proved reserves if

the location is scheduled, under the then

- current drilling and development plan, to be drilled on a date that is beyond

five years from the date that the PUDs were recorded. E stimates for PUDs are not attributed to any acreage for

which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques

have been proved effective by actual projects in the same reservoir or an analogous reservoir, or by other evidence

using reli able technology establishing reasonable certainty.F

- 33 EOG RESOURCES, INC.

SUPPLEMENTAL INFORMATION TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In making estimates of PUDs, EOG's technical staff, including engineers and geoscientists, perform det ailed

technical analysis of each potential drilling location within its entire inventory of prospects. In making a

determination as to which of these locations would penetrate undrilled portions of the formation that can be judged,

with reasonable certain ty, to be continuous and contain economically producible crude oil and natural gas, studies

are conducted using numerous data elements and analysis techniques. EOG technical staff estimates the

hydrocarbons in place, by mapping the entirety of the play in question using seismic techniques, typically employing

two

- dimensional and three

- dimensional data. This analysis is integrated with other static data, including, but not

limited to, core analysis, mechanical properties of the formation, thermal maturity indicators, and well logs of

existing penetrations. Highly specialized equipment is utilized to prepare rock samples in assessing microstructures

which contribute to porosity and permeability.

Analysis of dynamic data is then incorporated to arrive at t he estimated fractional recovery of hydrocarbons

in place. Data analysis techniques employed include, but are not limited to, well testing analysis , static bottom hole

pressure analysis , flowing bottom hole pressure analysis

, analysis of historical produc tion trends, pressure transient

analysis and rate transient analysis. Application of proprietary rate transient analysis techniques in low permeability

rocks allow for quantification of estimates of contribution to production from both fractures and rock matri ces

.

The impact of optimal completion techniques is a key factor in determining if prospective locations are

reasonably certain of being economically producible. EOG 's technical staff estimate s recovery improvement that

might be achieved when compl eting horizontal wells with multi

- stage fracture stimulation. In the early stages of

development of a play , EOG determines the optimal length of the horizontal lateral and multi

- stage fracture

stimulation using the aforementioned analysis techniques along with pilot drilling programs and gathering of

microseismic data

.

The process of analyzing static and dynamic data, well completion optimization and the results of early

development activities provides the appropriate level of certainty as well as suppor t for the economic produc i bilty of

the plays in which PUDs are reflected. EOG has found this approach to be effective based on successful application

in analogous reservoirs in low permeability resource plays.

EOG has formulated development plans for al l drilling locations associated with its PUDs at December 31,

2012. Under EOG ' s current drilling and development plan, each P UD location will be drilled within five years from

the date i t was recorded

.

Canadian provincial royalties are determined based on a graduated percentage scale which varies w ith prices,

production volumes and the length of wells , both vertical and horizontal. Canadian reserves, as presented on a net basis,

assume prices and legislated future royalty rates and EOG's estimate of future production volumes. Similarly, certain of

EOG's Trinidad reserves are held under production sharing contracts where EOG's interest varies with prices and

production volumes. Trinidad reserves, as presented on a net basis, assume prices in existence at the time the estimates

were made and EOG's e stimate of future production volumes. Future fluctuations in prices, production rates or changes

in political or regulatory environments could cause EOG's share of future production from Canadian and Trinidadian

reserves to be materially different from th at presented.

Estimates of proved reserves at December 31, 2012, 2011 and 2010 were based on studies performed by the

engineering staff of EOG. The Engineering and Acquisitions Department is directly responsible for EOG's reserve

evaluation process and consists of seven professionals, all of whom hold, at a minimum, bachelor's degrees in

engineering, and two of whom are Registered Professional Engineers. The Manager, Engineering and Acquisitions is

the manager of this department and is the primary techn ical person responsible for this process. The Manager,

Engineering and Acquisitions holds a Bachelor of Science degree in Petroleum Engineering, has 27 years of experience

in reserve evaluations and is a Registered Professional Engineer in the State of Te xas.F

- 34 EOG RESOURCES, INC.

SUPPLEMENTAL INFORMATION TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

EOG's reserves estimation process is a collaborative effort coordinated by the Engineering and Acquisitions

Department in compliance with EOG's intern al controls for such process. Reserve information as well as models used to

estimate such reserves are stored on secured databases. Non

- technical inputs used in reserve estimation models,

including crude oil, NGLs and natural gas prices, production costs , future capital expenditures and EOG's net ownership

percentages are obtained from other departments within EOG. EOG's Internal Audit Department conducts testing with

respect to such non

- technical inputs. Additionally, EOG engages DeGolyer and MacNaught on (D&M), independent

petroleum consultants, to perform independent reserves evaluation of select EOG properties comprising not less than

75% of EOG's estimates of proved reserves. EOG's Board of Directors requires that D&M's and EOG's reserve

quantiti es for the properties evaluated by D&M vary by no more than 5% in the aggregate. Once completed, EOG's

year

- end reserves are presented to senior management, including the Chairman of the Board and Chief Executive

Officer

, the President

, the Chief Operatin g Officer

, and the Vice President and Chief Financial Officer

, for approval.

Opinions by D&M for the years ended December 31, 201 2

, 201 1 and 2010 covered producing areas containing

87%, 85 % and 77 %, respectively, of proved reserves of EOG on a net

- equiva lent

- barrel

- of

- oil basis. D&M's opinions

indicate that the estimates of proved reserves prepared by EOG's Engineering and Acquisitions Department for the

properties reviewed by D&M, when compared in total on a net

- equivalent

- barrel

- of

- oil basis , do not di ffer materially

from the estimates prepared by D&M. Such estimates by D&M in the aggregate varied by not more than 5% from those

prepared by the Engineering and Acquisitions Department of EOG. All reports by D&M were developed utilizing

geological and en gineering data provided by EOG. The report of D&M dated January 29 , 201 3 , which contains

further discussion of the reserve estimates and evaluations prepared by D&M

, as well as the qualifications of D&M's

technical person primarily responsible for oversee ing such estimates and evaluations, is attached as Exhibit 23.2 to

this Annual Report on Form 10

- K and incorporated herein by reference.

No major discovery or other favorable or adverse event subsequent to December 31, 201 2

, is believed to have

caused a material change in the estimates of proved or proved developed reserves as of that date.F

- 35 EOG RESOURCES, INC.

SUPPLEMENTAL INFORMATION TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following tables set forth EOG's net proved and proved develope d reserves at December 31 for each of the

four years in the period ended December 31, 201 2 , and the changes in the net proved reserves for each of the three years

in the period ended December 31, 201 2 , as estimated by the Engineering and Acquisitions Depar tment of EOG:

NET PROVED AND PROVED DEVELOPED RESERVE SUMMARY

United Other

States Canada Trinidad International (1) Total

NET PROVED RESERVES

Crude Oil (MBbl) (2)

Net proved reserves at December 31, 2009 188,452 25,586 5,443 58 219,539

Revisions of previous estimates (8,313) (104) (754) 20 (9,151)

Purchases in place 13

- - - 13

Extensions, discoveries and other additions 199,479 3,198 1,751 48 204,476

Sales in place (1,082) (589)

- - (1,671)

Production (23,092) (2,455) (1,709) (28) (27,284)

Net proved reserves at December 31, 2010 355,457 25,636 4,731 98 385,922

Revisions of previous estimates (21, 1 88) (4,611) 18 25 (25,756)

Pu rchases in place 9

- - - 9

Extensions, discoveries and other additions 202,552 449

- - 203,001

Sales in place (4,301)

- - - (4,301)

Production (37,233) (2,882) (1,242) (25) (41,382)

Net proved reserves at December 31, 20 11 495,296 18,592 3,507 98 517,493

Revisions of previous estimates 4,105 (2,493) 71 5 1,688

Purchases in place 1,010

- - - 1,010

Extensions, discoveries and other additions 241,171 5,681

- 8,834 255,686

Sales in p lace (15,921) (1,343)

- - (17,264)

Production (54,632) (2, 574) (550) (39) (57,795)

Net prov ed reserves at December 31, 2012 671,029 17,8 63 3, 028 8,898 700,818

Natural Gas Liquids (MBbl) (2)

Net proved reserves at December 31, 2009 91,489 1,972

- - 93,461

Revisions of previous estimates 27,490 (196)

- - 27,294

Purchases in place

- - - - - Extensions, discoveries and other additions 42,221 21

- - 42,242

Sales in place (2) (6)

- - (8)

Production (10,764) (316)

- - (11,080)

Net proved reserves at December 31, 2010 150,434 1,475

- - 151,909

Revisions of previous estimates 35,999 43

- - 36,042

Purchases in place 17

- - - 17

Extensi ons, discoveries and other additions 65,288

- - - 65,288

Sales in place (10,008)

- - - (10,008)

Production (15,144) (316)

- - (15,460)

Net proved reserves at December 31, 2011 226,586 1,202

- - 227,788

Revisions of pre vious estimates 47,293 563

- - 47,856

Purchases in place 612

- - - 612

Extensions, discoveries and other additions 71,396 178

- - 71,574

Sales in place (7,300) (77)

- - (7,377)

Production (20,181) (309)

- - (2 0,490)

Net proved reserves at December 31, 201 2 318,406 1,557

- - 319, 963F

- 36 EOG RESOURCES, INC.

SUPPLEMENTAL INFORMATION TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

United Other

States Canada Trinidad International (1) Total

Natural Gas (Bcf) (3)

Net proved reserves at December 31, 2009 6,350.1 1,549.5 985.8 12.7 8,898.1

Revisions of previous estimates (222.7) (29.9) (88.6) 1.9 (339.3)

Purchases in place

- - - - -

Extens ions, discoveries and other additions 821.3 3.4 63.0 7.9 895.6

Sales in place (34.6) (316.2)

- - (350.8)

Production (422.6) (73.0) (132.6) (5.2) (633.4)

Net proved reserves at December 31, 2010 6,491.5 1,133.8 827.6 17.3 8,4 70.2

Revisions of previous estimates (344.0) (49.8) (24.2) 1.3 (416.7)

Purchases in place 3.0

- - - 3.0

Extensions, discoveries and other additions 634.6

- 74.7 4.5 713.8

Sales in place (323.6)

- - - (323.6)

Product ion (415. 7 ) (48.1) (127. 4 ) (4.6) (595.8)

Net proved reserves at December 31, 2011 6,045. 8 1,035.9 750. 7 18.5 7,850.9

Revisions of previous estimates (1,736.0) (894.5) (24.1) 1.6 (2,653.0)

Purchases in place 14.8

- - - 14.8

Extensions, discoveries and other additions 477.8

- - 0.3 478.1

Sales in place (386.2) (8.5)

- - (394.7)

Production (380.2) (34.6) (138.4) (3.4) (556.6)

Net prov ed reserves at December 31, 2012 4,036.0 98.3 588.2 17.0 4,739 .5

Oil Equivalents (MBoe) (2)

Net proved reserves at December 31, 2009 1,338,292 285,808 169,747 2,172 1,796,019

Revisions of previous estimates (17,945) (5,288) (15,513) 342 (38,404)

Purchases in place 14

- - - 14

Extensions, discoveries and other additions 378,582 3,789 12,250 1,363 395,984

Sales in place (6,860) (53,288)

- - (60,148)

Production (104,277) (14,937) (23,815) (901) (143,930)

Net proved reserves at December 31, 2010 1 ,587,806 216,084 142,669 2,976 1,949,535

Revisions of previous estimates (42,526) (12,865) (4,011) 239 (59,163)

Purchases in place 521

- - - 521

Extensions, discoveries and other additions 373,602 448 12,455 750 387, 2 55

Sales in place (68,247)

- - - (68,247)

Production (121,648) (11,219) (22,484) (787) (156,138)

Net proved reserves at December 31, 2011 1,729,508 192,448 128,629 3,178 2,053,763

Revisions of previous estimates (237,936) (151,01 5) (3,953) 283 (392,621)

Purchases in place 4,098

- - - 4,098

Extensions, discoveries and other additions 392,196 5,860

- 8,876 406,932

Sales in place (87,588) (2,832)

- - (90,420)

Production (138,170) (8,657) (23,616) (611) (171,054)

Net prov ed reserves at December 31, 2012 1,662,108 35,804 101,060 11,726 1,810,698

(1) Other International i ncludes EOG's United Kingdom

, China and Argentina operations.

(2) Thousand barrels or thousand barrels of oil equival ent, as applicable; oil equivalents include crude oil and condensate

, NGLs and

natural gas

. O il equivalents are determined using the ratio of 1.0 barrel of crude oil and condensate or NGLs to 6.0 thousand cubic

feet of natural gas.

(3) Billion cubic feet.F

- 37 EOG RESOURCES, INC.

SUPPLEMENTAL INFORMATION TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

During 2012, EOG added 407 million barrels of oil equivalent (MMBoe) of proved reserves from drilling

activities and technical evaluation of major proved a reas, primarily in the Eagle Ford, Permian Basin, Bakken and

Barnett Combo shale plays. Approximately 80% of the 2012 reserve additions were crude oil and condensate and

NGLs and over 96% were in the United States. Sales in place of 90 MMBoe were primari ly related to the

disposition of certain producing natural gas assets on the Gulf Coast

, outside

- operated crude oil properties in the

Rocky Mountain area and other producing basins in the United States. Revisions of previous estimates of negative

393 MMBo e for 2012 included a negative revision of 531 MMBoe primarily due to a decrease in the average natural

gas price used in the December 31, 201 2 reserves estimation as compared to the price us ed in the prior year estimate.

The primary plays affected were th e Horn River, Haynesville, Barnett Shale and Marcellus Shale. Revisions other

than price resulted from revisions for certain crude oil and natural gas properties in the United States.

During 2011, EOG added 387 million barrels of oil equivalent (MMBoe) of proved reserves from drilling

activities and technical evaluation of major proved areas, primarily in the Eagle Ford, Barnett Combo and Bakken

shale plays. Approximately 69% of the 2011 reserve additions were crude oil and condensate and NGLs and over

96% were in the United States. Sales in place of 68 MMBoe were primarily related to the disposition of certain

producing natural gas assets in East Texas, the Rocky Mountain area and other producin g basins in the United States.

Revisions of previous estim ates of negative 59 MMBoe for 2011 included a negative revision of 16 MMBoe

primarily due to a decrease in the average natural gas price used in the December 31, 2011 reserves estimation as

compared to the price used in the prior year estimate. Revisions other than price resulted from negative revisions for

certain crude oil and natural gas properties in the United States, Canada and Trinidad.

During 2010, EOG added 396 MMBoe of proved reserves from drilling activities and technical evaluation

of major p roved areas, primarily in the Eagle Ford, Bakken, Barnett Combo and Haynesville shale plays.

Approximately 62% of the 2010 r eserve additions were crude oil and con densate and NGLs and over 95% were in

the United States. Sales in place of 60 MMBoe were pr imarily related to the Canadian shallow natural gas assets and

certain producing natural gas assets in East Texas. Revisions of previous estimates of negative 38 MMBoe for 2010

included a positive revision of 28 MMBoe primarily due to an increase in the a verage natural gas price used in the

December 31, 2010 reserves estimation as compared to the price used in the prior year estimate. Revisions other

than price resulted from negative revisions for certain natural gas properties in the United States, Canad a and

Trinidad and the removal of proved undeveloped natural gas drilling locations from the five

- year drilling plan to

focus on crude oil and liquids

- rich drilling as part of EOG's overall strategy

.F

- 38 EOG RESOURCES, INC.

SUPPLEMENTAL INFORMATION TO CONS OLIDATED FINANCIAL STATEMENTS (Continued)

United Other

States Canada Trinidad International (1) Total

NET PROVED DEVELOPED RESERVES

Liquids (MBbl)

December 31, 2009 189,322 10,831 3,966 58 204 ,177

December 31, 2010 253,308 12,758 3,85 3 98 270,017

December 31, 2011 338,144 9,220 2,657 97 350,118

December 31, 2012 442,648 7,963 2,378 253 453,242

Natural Gas (Bcf)

December 31, 2009 3,330.1 681.0 609.4 12.7 4,633.2

December 31, 2010 3,519.7 401. 6 519.2 17.3 4,457.8

December 31, 2011 3,234.9 295.8 606.3 18.6 4,155.6

December 31, 2012 2,387.5 98.3 476.7 17.0 2,979. 5

Oil Equivalents ( MBoe )

December 31, 2009 744,339 124,323 105,540 2,172 976,374

December 31, 2010 839,92 8 79,701 90,382 2,976 1,012,98 7

December 31, 2011 877,301 58,524 103,710 3,178 1,042,713

December 31, 2012 840,564 24,34 8 81,826 3,081 949,81 9

NET PROVED UNDEVELOP ED RESERVES

Liquids (MBbl)

December 31, 2009 90,619 16,727 1,477

- 108,823

December 31, 2010 25 2,583 14 ,352 879

- 267,814

December 31, 2011 383,739 10,574 850

- 395,163

December 31, 2012 546,786 11,456 651 8,645 567,538

Natural Ga s (Bcf)

December 31, 2009 3,020.0 868.5 376.4

- 4,264.9

December 31, 2010 2,971. 7 7 32.2 308.5

- 4,012.4

December 31, 2011 2,810.8 740.1 144.4

- 3,695.3

December 31, 2012 1,648.5

- 111.5

- 1,760.0

Oil Equivalents ( MBoe )

December 31, 2009 593,953 161,486 64,207

- 819, 646

December 31, 2010 747,878 136,383 52,287

- 936,548

December 31, 2011 852,207 133,924 24,919

- 1,011,050

December 31, 2012 821,544 11,456 19,234 8,645 860,879

(1) Other Inter

national i ncludes EOG's United Kingdom

, China and Argentina operations.F

- 39 EOG RESOURCES, INC.

SUPPLEMENTAL INFORMATION TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the twelve

- month period ended December 31, 2012, total PUDs de creased by 150 MMB oe to 861

MMBoe. EOG added approximately 32 MMBoe of PUDs through drilling activities where the wells were drilled

but significant expenditures remained for completion. Based on the technology employed by EOG to identify and

record PUDs (see discussion o f technology employed on page F

- 33 of this Annual Report on Form 10

- K), EOG

added 268 MMBoe. The PUD additions were primarily in the Eagle Ford , Permian Basin, Bakken and Barnett

Combo shale plays, and nearly 84% of the additions were crude oil and con densate and NGLs . During 2012, EOG

drilled and transferred 138 MMBoe of PUDs to proved developed reserves at a total capital cost of $2,764 million.

Revisions of PUDs totaled negative 293 MMBoe, primarily due to removal of certain natural gas PUDs due to lower

average natural gas prices. The primary plays affected were the Horn River, Haynesville, Barnett Shale and

Marcellus Shale . During 2012, EOG sold 19 MMBoe of PUDs.

For the twelve

- month period ended December 31, 201 1 , total PUDs increased by 75 MMBoe to 1,011

MMBoe. EOG added approximately 36 MMBoe of PUDs through drilling activities where the wells were drilled

but significant expenditures remained for completion. Based on the technology employed by EOG to identify and

record PUDs , EOG added 1 99 MMBoe. The PUD additions were primarily in the Eagle Ford and Barnett Combo

shale plays

, and over 78% of the additions were c rude oil and condensate and NGLs . During 201 1 , EOG drilled and

transferred 144 MMBoe of PUDs to proved developed reserves at a total capital cost of $ 1 ,619 million. Revisions

of PUDs totaled negative 7 MMBoe, primarily due to removal of certain natural gas PUDs from the five

- year drilling

plan. During 201 1 , EOG sold 9 MMBoe of PUDs

.

For the twelve

- month period ended December 31, 2010, total PUDs increased by 117 MMBoe to 937

MMBoe. EOG added approximately 37 MMBoe of PUDs through drilling activities where the wells were drilled

but significant expenditures remained for completion. Based on the technology employed by EOG to identify and

record PUDs, EOG added 218 MMBoe. The PUD additions were primarily in the Eagle Ford, Bakken, Barnett

Combo and Haynesville shale plays, and nearly 73% of the additions were crude oil and condensate and NGLs

. During 2010, EOG drilled and tra nsferred 118 MMBoe of PUDs to proved developed reserves at a total capital cost

of $1,280 million. Revisions of PUDs totaled negative 12 MMBoe, primarily due to removal of certain natural gas

PUDs from the five

- year drilling plan. During 2010, EOG sold 8 MMBoe of PUDs.

As of December 31, 201 2

, EOG did not have any reserves that have remained undeveloped for five or more

years

.F

- 40 EOG RESOURCES, INC.

SUPPLEMENTAL INFORMATION TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Capitalized Costs Relating to Oil and Gas Producing Activities. The following table sets forth the capitalized

costs relating to EOG's crude oil and natural gas producing activities at December 31, 201 2 and 201 1 :

201 2 2011

Proved properties $ 36,872,434 $ 32,353,380

U nproved properties 1,253,864 1,311,055

Total 38,126,298 33,664,435

Accumulated depreciation, depletion and

amortization (16,849,068) (13,981,143)

Net capitalized costs $ 21,277,230 $ 19,683,292

Costs Incurred in Oil and Gas Property Ac quisition, Exploration and Development Activities. The acquisition,

exploration and development costs disclosed in the following tables are in accordance with definitions in the Extractive

Industries

- Oil and Gas Topic of the ASC

.

Acquisition costs inc lude costs incurred to purchase, lease or otherwise acquire property.

Exploration costs include additions to exploratory wells, including those in progress

, and exploration expenses.

Development costs include additions to production facilities and equi pment and additions to development

wells, including those in progress.F

- 41 EOG RESOURCES, INC.

SUPPLEMENTAL INFORMATION TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table set s forth costs incurred related to EOG's oil and gas activitie s for the years ended

December 31, 201 2

, 201 1 and 2010 :

United Other

States Canada Trinidad International (1) Total

2012

Acquisition Costs of Properties

Unproved $ 471,345 $ 33,561 $ 1,000 $ (603) $ 505, 303

Proved 739

- - - 739

Subtotal 472,084 33,561 1,000 (603) 506,042

Exploration Costs 333,534 38,530 19,555 53,979 445,598

Development Costs (2) 5

, 657,378 278,995 32,609 147,568 6,116,550

Total $ 6,462,996 $ 351,086 $ 53,1 64 $ 200,944 $ 7,068,190

2011

Acquisition Costs of Properties

Unproved $ 295,160 $ 6 ,216 $

- $ (604) $ 300,772

Proved 4,219 28

- - 4,247

Subtotal 299,379 6,244

- (604) 305,019

Exploration Costs 311, 369 31,47 2 2,549 18,164 363,55 4

Development Costs ( 3 ) 5, 410,378 30 2 ,564 138,905 78,744 5, 930,591

Total $ 6,021,126 $ 340,280 $ 141,454 $ 96,304 $ 6,599,164

2010

Acquisition Costs of Properties

Unproved $ 403,509 $ 13,956 $

- $ (107) $ 417,358

Proved

- - - - -

Subtotal 403,509 13,956

- (107) 417,358

Exploration Costs 454,379 38,604 23,386 86,784 603,153

Development Costs ( 4 ) 3,892,403 417,176 114,986 13,429 4,437,994

Total $ 4,750,291 $ 469,736 $ 138,372 $ 100,106 $ 5, 458,505

(1) Other International primarily consists of EOG's United Kingdom

, China and Argentina operations.

(2) Includes Asset Retirement Costs of $80 million, $33 million, $2 million and $12 million for the United States, Canada, Trinidad

and Other International, respectively. Excludes other property, plant and equipment.

( 3 ) Includes Asset Retirement Costs of $52 million, $70 million, $7 million and $4 million for the United States, Canada, Trinida d

and Other International, respectively. Excludes other property, plant and equipment.

( 4 ) Includes Asset Retirement Costs of $71 million, $2 million, $(3) million and $2 million for the United States, Canada, Trinid ad

and Other International, respectivel y. Excludes other property, plant and equipment.F

- 42 EOG RESOURCES, INC.

SUPPLEMENTAL INFORMATION TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Results of Operations for Oil and Gas Producing Activities (1) . The following table set s forth results of operations

for oil and gas producing activities for the years ended December 31, 201 2

, 201 1 and 2010 :

United Other

States Canada Trinidad International (2) Total

2012

Crude Oil and Condensate, Natural Gas

Liquids an d Natural Gas Revenues $ 7,048,57 2 $ 321,597 $ 565,030 $ 23,17 7 $ 7,958,376

Other 40,780 367 15

- 41,162

Total 7,089,35 2 321,964 565,045 23,17 7 7,999,538

Exploration Costs 162,152 13,350 2,262 7,805 185,569

Dry Hole Costs 1,7 72 1,570

- 11,628 14,970

Transportation Costs 591,547 7,511 1,104 1,269 601,431

Production Costs 1,264,633 154,509 37,792 11,694 1,468,628

Impairments 294,172 976,563

- - 1,270,735

Depreciation, Depletion and Amortization 2 ,637,500 222,366 146,690 17,958 3,024,514

Income (Loss) Before Income Taxes 2,137,57 6 (1,053,905) 377,197 (27,17 7 ) 1,433,691

Income Tax Provision (Benefit) 761,459 ( 136,105 ) 119,442 (21,890) 722,906

Results of Operations $ 1,376,117 $ ( 9 17,800 ) $ 257,755 $ (5,287) $ 710,785

2011

Crude Oil and Condensate, Natural Gas

Liquids and Natural Gas Revenues $ 5, 814,942 $ 459,85 3 $ 5 55,143 $ 28,25 0 $ 6, 858,188

Other 32,329 258 586

- 33,173

Total 5, 847,271 46 0,11 1 555,729 28,25 0 6, 891,361

Exploration Costs 148,199 10,479 2,520 10,460 171,658

Dry Hole Costs 30,521 432

- 22,277 53,230

Transportation Costs 421,060 5,969 1,620 1,673 430,322

Production Costs 1,096,955 174,973 49,3 18 10,964 1,332,210

Impairments 575,976 452,103

- 2,958 1,031,037

Depreciation, Depletion and Amortization 2,011,080 258,772 106,802 17,160 2,393,814

Income (Loss) Before Income Taxes 1, 563,480 (442,61 7 ) 395,469 (37,24 2 ) 1, 479,090

Income Tax Provision (Benefit) 569,153 (121,044) 202,815 (13,056) 637,868

Results of Operations $ 994,327 $ (321,57 3 ) $ 192,654 $ (24,18 6 ) $ 841,222

2010

Crude Oil and Condensate

, Natural Gas

Liquids and Natural Gas Revenue s $ 3,928,24 0 $ 477,416 $ 447,852 $ 27,707 $ 4,881,21 5

Other 19,886 (31) 3,696

- 23,551

Total 3,948,12 6 477,385 451,548 27,707 4,904,76 6

Exploration Costs 156,25 2 17,597 2,277 11,255 187,381

Dry Hole Costs 30,927 14,875 5,000 21,684 72,486

Transportation Costs 372,466 9,892 1,348 1,483 385,189

Production Costs 763, 769 174,667 51,125 8,504 998,065

Impairments 271,466 451,703 1,465 418 725,052

Depreciation, Depletion and Amortization 1,430, 408 314,663 70,553 15,399 1,831,023

Income (Loss) Before Income Taxes 922,838 ( 506,012 ) 319,780 ( 31,036 ) 705,570

Income Tax Provision (Benefit) 375,855 ( 151,315 ) 140,413 ( 14,245 ) 350, 708

Results of Operations $ 546,983 $ ( 354,697 ) $ 1 79,367 $ ( 16,791 ) $ 354,862

(1) Excludes gains or losses on the mark

- to

- market of financial commodity derivative contracts, gains or losses on sales of reserves and

related assets, interest charges and general corporate expenses for each of the three ye ars in the period ended December 31, 201 2

. (2) Other International primarily consists of EOG's United Kingdom

, China and Argentina operations.F

- 43 EOG RESOURCES, INC.

SUPPLEMENTAL INFORMATION TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The followi ng table sets forth production costs per barrel of oil equivalent, excluding severance/production and ad

valorem taxes, for the years ended December 31, 201 2

, 201 1 and 2010 :

United Other

States Canada Trinidad International (1) Composite

Year Ended December 31, 2012 $ 5.96 $ 16.42 $ 0.98 $ 18.97 $ 5.85

Year Ended December 31, 2011 $ 6.19 $ 14.26 $ 0.78 $ 13.82 $ 6.03

Year Ended December 31, 2010 $ 5.00 $ 10.28 $ 0. 65 $ 9.34 $ 4.85

(1) Oth er International primarily consists of EOG's United Kingdom

, China and Argentina operations.

Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves. The

following information has been developed utilizing procedu res prescribed by the Extractive Industries

- Oil and Gas Topic of

the ASC and based on crude oil, NGLs and natural gas reserves and production volumes estimated by the Engineering and

Acquisitions Department of EOG. The estimates were based on a 12

- month average for commodity prices for the year s

201 2

, 2011 and 2010

. The following information may be useful for certain comparison purposes, but should not be solely

relied upon in evaluating EOG or its performance. Further, information contained in the fo llowing table should not be

considered as representative of realistic assessments of future cash flows, nor should the Standardized Measure of

Discounted Future Net Cash Flows be viewed as representative of the current value of EOG.

The future cash flows presented below are based on sales prices, cost rates and statutory income tax rates in

existence as of the date of the projections. It is expected that material revisions to some estimates of crude oil, NGLs and

natural gas reserves may occur in the fut ure, development and production of the reserves may occur in periods other than

those assumed, and actual prices realized and costs incurred may vary significantly from those used.

Management does not rely upon the following information in making investm ent and operating decisions. Such

decisions are based upon a wide range of factors, including estimates of probable and possible as well as proved reserves,

and varying price and cost assumptions considered more representative of a range of possible econo mic conditions that may

be anticipated.F

- 44 EOG RESOURCES, INC.

SUPPLEMENTAL INFORMATION TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table sets forth the standardized measure of discounted future net cash flows from projected production of

EOG's oil and gas reserves for the years ended December 31, 201 2

, 201 1 and 2010 :

United Other

States Canada Trinidad International (1) Total

201 2

Future cash inflows (2) $ 89,324,274 $ 1,816,369 $ 2,408,116 $ 1,063,854 $ 94,612,613

Future production costs (35,892,997) (751,113) (342,113) (198,609) (37,184,832)

Future development costs (15,825,040) (813,06 1 ) (171,737) (221,893) (17,031,73 1 )

Future income taxes (10,247,007)

- (691,109) (212,626) ( 11 ,150,742 )

Future net cash flows 27,359,230 252,19 5 1,203,157 430,726 29, 245,30 8

Discount to present value at 10% annual rate (12,177,896) 146,954 (242,087) (56,807) (12,329,836)

Standardized measure of discounted future net

cash flows relating to proved oil and gas

reserves $ 15,181,334 $ 399, 149 $ 961,070 $ 373,919 $ 16,915,47 2

2011

Future cash inflows ( 3 ) $ 84,518,638 $ 5,056,501 $ 2,851,545 $ 103,853 $ 92,530,537

Future production costs (33,294, 343) (2,315,110) (388,199) (62,938) (36,060,590)

Future development costs (13,811,449) (1,566,917) (149,884) (331) (15,528,581)

Future income taxes (10,539,182) (81,590) (794,856) (2,457) (11,418,085)

Future net cash flows 26,873,664 1,092,884 1,518,606 38,127 29,523,281

Discount to present value at 10% annual rate (12,498,010) ( 456,537 ) (334,399) (9,054) (13, 298,000 )

Standardized measure of discounted future net

cash flows relating to proved oil and gas

reserves $ 14, 375,654 $ 636,347 $ 1,184,207 $ 29,073 $ 16, 225,281

2010

Future cash inflows ( 4 ) $ 62,063,123 $ 6,040,422 $ 2,760,819 $ 91,805 $ 70,956,169

Future production costs (22,616,039) (2,711,415) (384,147) (48,953) (25,76 0,554)

Future development costs (9,596,005) (1,716,734) (198,072) (334) (11,511,145)

Future income taxes (8,503,301) (129,816) (850,69 9) (3,598) (9,487,414)

Future net cash flows 21,347,778 1,482,457 1,327,901 38,920 24,197,056

Discount to present value at 10% annual rate (10,718,854) (736,222) (339,035) (11,121) (11,805,232)

Standardized measure of discounted future net

cash flows relating to proved oil and gas

reserves $ 10,628,924 $ 746,235 $ 988,866 $ 27,799 $ 12,3 91, 824

(1) Other International includes EOG's United Kingdom

, China and Argentina operations.

(2) Estimated crude oil prices used to calculate 2012 future cash inflows for the United States, Canada, Trinidad and Other Inter national were $99.78,

$84.77, $94.46 and $109.94, respectively. Estimated NGLs prices used to calculate 2012 future cash inflows for the United States and Canada were

$36.95 and $47.80, respectively. Estimated natural gas prices used to calculate 2012 future cash inflows for the Unit ed States, Canada, Trinidad and

Other International were $2.63, $2.22, $3.61 and $5.04, respectively.

( 3 ) Estimated crude oil prices used to calculate 2011 future cash inflows for the United States, Canada, Trinidad and Other Inter national were $97.75,

$ 90.70, $92.50 and $102.86, respectively. Estimated NGLs prices used to calculate 2011 future cash inflows for the United States and Canada were

$51.77 and $46.97, respectively. Estimated natural gas prices used to calculate 2011 future cash inflows for t he United States, Canada, Trinidad and

Other International were $4.03, $3.28, $3.37, and $5.07, respectively.

( 4 ) Estimated crude oil prices used to calculate 2010 future cash inflows for the United States, Canada, Trinidad and Other Inter national were $ 76.38,

$72. 59

, $69.56 and $73. 88

, respectively. Estimated NGLs prices used to calculate 2010 future cash inflows for the United States and Canada were

$43.85 and $26. 56

, respectively. Estimated natural gas prices used to calculate 2010 future cash inflow s for the United States, Canada, Trinidad and

Other International were $4.36, $3. 67

, $2.94 and $ 5.02

, respectively.F

- 45 EOG RESOURCES, INC.

SUPPLEMENTAL INFORMATION TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Changes in Standardized Measure of Dis counted Future Net Cash Flows. The following table sets forth the

changes in the standardized measure of discounted future net cash flows at December 31, for each of the three years in the

period ended December 31, 201 2 :

United Other

States Canada Trinidad International Total

December 31, 2009 $ 5,822,916 $ 1,037,244 $ 665,563 $ 15,295 $ 7,541,018

Sales and transfers of oil and gas

produced, net of production

costs (2,792,005) (292,857) (395,379) (17,720) (3,497,961)

Net cha nges in prices and

production costs 2,468, 907 (559) 721,796 7,259 3, 197,403

Extensions, discoveries, additions

and improved recovery, net of

related costs 4,319,659 75,162 183,453

- 4,578,274

Development costs incurred 864,700 175 ,100 67,300

- 1,107,100

Revisions of estimated

development cost (257,360) 260,290 (767) 9 2,172

Revisions of previous quantity

estimates (164,748) (38,382) ( 175,002 ) 4,006 ( 374,126 )

Accretion of discount 755,001 102,022 101, 549 1,778 960,350

Net change in income taxes (1,171,384) 101,966 (258,354) 2,469 (1,325,303)

Purchases of reserves in place 265

- - - 265

Sales of reserves in place (54,057) (290,592)

- - (344,6 49)

Changes in timing and other 837, 030 (383,159) 78,707 14,703 547,281

December 31, 2010 10,62 8,924 746,235 988,866 27,799 12,391,824

Sales and transfers of oil and gas

produced, net of production

costs (4, 296,926 ) (278,910) (504,205) (15,614 ) (5, 095,65 5 )

Net changes in prices and

production costs 716,682 (57,545) 331,196 3,328 993,661

Extensions, discoveries, additions

and improved recovery, net of

related costs 6,223,552 22,591 102,548

- 6,348,691

Development costs incurred 1, 422,500 48,200 74, 800

- 1,545,500

Revisions of estimated

development cost ( 210,919 ) 64,001 (14,07 4) 2 ( 160,990 )

Revisions of previous quantity

estimates ( 482 ,496 ) (70,718) (56,884) 801 ( 609,297 )

Accretion of discount 1,352,740 62,725 159,715 2,782 1,577,962

Net change in income taxes (1,049,641) ( 118,988 ) 9,511 13 (1, 159,105 )

Purchases of reserves in place 5,241

- - - 5,241

Sales of reserves in place ( 658,468 )

- - - ( 658,468 )

Changes in timing and other 724,465 218,756 92,734 9,962 1, 045,917

December 31, 2011 14,375,654 636,347 1,184,207 29,073 16, 225,281

Sales and transfers of oil and gas

produced, net of production

costs (5,192,392) (159,577) (526,134) (10,21 4 ) (5,888,31 7 )

Net changes in prices and

production costs (393,585) (67,964) 162,600 (2,28 3 ) ( 301,232 )

Extensions, discoveries, additions

and improved recovery, net of

related costs 5,517,945 79,529

- 484,648 6,082,122

Development cos ts incurred 2 ,042,300 23, 6 00 23,500 5,200 2,094,600

Revisions of estimated

development cost 1,987,330 383,215 (28,835) (234) 2, 341,476

Revisions of previous quantity

estimates (3,286,943) ( 396,408 ) (62,285) 2,809 ( 3,742,827 )

A ccretion of discount 1,832,377 63,635 178,298 2,907 2,077,217

Net change in income taxes 174,418

- 88,853 (138,206) 12 5 ,065

Purchases of reserves in place 64,317

- - 5,623 69,940

Sales of reserves in place (869,534) (44 ,227)

-

- (913,761)

Changes in timing and other (1,070,553) (119,00 1 ) (59,134) (5,404) (1, 254,092 )

December 31, 2012 $ 15,181,334 $ 399, 149 $ 961,070 $ 373,919 $ 16,915,47 2F

- 46 EOG RESOURCES, INC.

SUPPLEMENTAL INFORMATION TO CONSOLIDATED FI NANCIAL STATEMENTS (Concluded)

Unaudited Quarterly Financial Information

(In Thousands, Except Per Share Data)

Quarter Ended Mar 31 Jun 30 Sep 30 Dec 31

2012

Net Operating Revenues $ 2,806,651 $ 2,909,319 $ 2,954,855 $ 3, 011,811

Operating Income (Loss) $ 559,772 $ 692,339 $ 605,747 $ ( 378,061 )

Income (Loss) Before Income Taxes $ 520,134 $ 646,239 $ 560,189 $ ( 445,822 )

Income Tax Provision 196,125 250,461 204, 6 98 59,177

Net Income (Loss) (1) $ 324,009 $ 39 5,778 $ 355,491 $ ( 504,999 )

Net Income (Loss) Per Share ( 2 )

Basic $ 1.22 $ 1.48 $ 1.33 $ (1. 88 )

Diluted $ 1.20 $ 1.47 $ 1.31 $ (1. 88 )

Average Number of Common Shares

Basic 266,6 7 4 266,874 267,941 268,941

Diluted 270,2 42 269,985 270,982 268,941

2011

Net Operating Revenues $ 1,897,106 $ 2,570,250 $ 2,885,744 $ 2, 773,015

Operating Income $ 272,451 $ 588,253 $ 950,030 $ 302,575

Income Before Income Taxes $ 225,722 $ 543,224 $ 899,2 21 $ 241,632

Income Tax Provision 91,749 247,650 3 58,343 120,934

Net Income $ 133,973 $ 295,574 $ 540,878 $ 120,698

Net Income Per Share (1)

Basic $ 0.52 $ 1.11 $ 2.03 $ 0.4 5

Diluted $ 0.52 $ 1.10 $ 2.01 $ 0.4 5

Average Number of Common Shares

Basic 255,200 265,830 266,053 266,277

Diluted 258,819 269,332 269,292 269, 524

(1) Fourth quarter 2012 results include the impact of pretax impairments of $1,020 million, primarily related to proved and unpro ved

natura l gas properties in Canada and the United States as well as an additional income tax provision of $135 million related to

valuation allowances recorded to reduce the value of Canadian deferred tax assets.

( 2 ) The sum of quarterly net income (loss) per shar e may not agree with total year net income (loss) per share as each quarterly

computation is based on the weighted average of common shares outstanding.E

- 1 EXHIBITS

Exhibits not incorporated herein by reference to a prior filing are designated by (i) an asterisk (*) and are filed herewith;

or (ii) a pound sign (#) and are not filed herewith, and, pursuant to Item 601(b)(4)(iii)(A) of Regulation S

- K, the registrant hereby

agrees to furnish a copy of such exhibit to the United States Securities and Exchange Commission (SEC) upon request.

Exhibit

Number Description

3.1(a)

- Restated Certificate of Incorporation, dated September 3, 1987 (Exhibit 3.1(a) to EOG's Annual Report on

Form 10

- K for the year ended December 31, 2008).

3.1(b)

- Certifica te of Amendment of Restated Certificate of Incorporation, dated May 5, 1993 (Exhibit 4.1(b) to

EOG's Registration Statement on Form S

- 8, SEC File No. 33

- 52201, filed February 8, 1994).

3.1(c)

- Certificate of Amendment of Restated Certificate of Inco rporation, dated June 14, 1994 (Exhibit 4.1(c) to

EOG's Registration Statement on Form S

- 8, SEC File No. 33

- 58103, filed March 15, 1995).

3.1(d)

- Certificate of Amendment of Restated Certificate of Incorporation, dated June 11, 1996 (Exhibit 3(d) to

EOG's Registration Statement on Form S

- 3, SEC File No. 333

- 09919, filed August 9, 1996).

3.1(e)

- Certificate of Amendment of Restated Certificate of Incorporation, dated May 7, 1997 (Exhibit 3(e) to

EOG's Registration Statement on Form S

- 3, SEC Fil e No. 333

- 44785, filed January 23, 1998).

3.1(f)

- Certificate of Ownership and Merger Merging EOG Resources, Inc. into Enron Oil & Gas Company, dated

August 26, 1999 (Exhibit 3.1(f) to EOG's Annual Report on Form 10

- K for the year ended December 31,

1999) (SEC File No. 001

- 09743).

3.1(g)

- Certificate of Designations of Series E Junior Participating Preferred Stock, dated February 14, 2000

(Exhibit 2 to EOG's Registration Statement on Form 8

- A, SEC File No. 001

- 09743, filed February 18,

2000).

3.1(h)

- Certificate of Elimination of the Fixed Rate Cumulative Perpetual Senior Preferred Stock, Series A, dated

September 13, 2000 (Exhibit 3.1(j) to EOG's Registration Statement on Form S

- 3, SEC File No. 333

- 46858,

filed September 28, 2000).

3.1(i)

- Certificate of Elimination of the Flexible Money Market Cumulative Preferred Stock, Series C, dated

September 13, 2000 (Exhibit 3.1(k) to EOG's Registration Statement on Form S

- 3, SEC File No. 333

- 46858, filed September 28, 2000).

3.1(j)

- Certificate of Elimination of the Flexible Money Market Cumulative Preferred Stock, Series D, dated

February 24, 2005 (Exhibit 3.1(k) to EOG's Annual Report on Form 10

- K for the year ended December 31,

2004) (SEC File No. 001

- 09743).

3.1(k)

- Amende d Certificate of Designations of Series E Junior Participating Preferred Stock, dated March 7, 2005

(Exhibit 3.1(m) to EOG's Annual Report on Form 10

- K for the year ended December 31, 2007) (SEC File

No. 001

- 09743).

3.1(l)

- Certificate of Amendment of Restated Certificate of Incorporation, dated May 3, 2005 (Exhibit 3.1(l) to

EOG's Quarterly Report on Form 10

- Q for the quarter ended June 30, 2005) (SEC File No. 001

- 09743).

3.1(m)

- Certificate of Elimination of Fixed Rate Cumulative Perpetual S enior Preferred Stock, Series B, dated

March 6, 2008 (Exhibit 3.1 to EOG's Current Report on Form 8

- K, filed March 6, 2008).

3.2

- Bylaws, as amended and restated effective as of February 26, 2009 (Exhibit 3.2(a) to EOG's Current Report

on Form 8

- K, filed March 4, 2009).E

- 2

Exhibit

Number Description

4.1

- Specimen of Certificate evidencing EOG's Common Stock (Exhibit 3.3 to EOG's Annual Report on Form

10

- K for the year ended December 31, 1999) (SEC File No. 001

- 09743).

4.2

- Indentu re, dated as of September 1, 1991, between Enron Oil & Gas Company (predecessor to EOG) and

The Bank of New York Mellon Trust Company, N.A. (as successor in interest to JPMorgan Chase Bank,

N.A. (formerly, Texas Commerce Bank National Association)), as Tru stee (Exhibit 4(a) to EOG's

Registration Statement on Form S

- 3, SEC File No. 33

- 42640, filed September 6, 1991).

4.3(a)

- Officers' Certificate Establishing 6.125% Senior Notes due 2013 and 6.875% Senior Notes due 2018,

dated September 30, 2008 (Exhi bit 4.2 to EOG's Current Report on Form 8

- K, filed September 30,

2008).

4.3(b)

- Form of Global Note with respect to the 6.125% Senior Notes due 2013 of EOG (Exhibit 4.3 to EOG's

Current Report on Form 8

- K, filed September 30, 2008).

4.3( c)

- Form of Global Note with respect to the 6.875% Senior Notes due 2018 of EOG (Exhibit 4.4 to EOG's

Current Report on Form 8

- K, filed September 30, 2008).

4.4(a)

- Officers' Certificate Establishing 5.875% Senior Notes due 2017 of EOG, dated S eptember 10, 2007

(Exhibit 4.2 to EOG's Current Report on Form 8

- K, filed September 10, 2007) (SEC File No. 001

- 09743).

4.4(b)

- Form of Global Note with respect to the 5.875% Senior Notes due 2017 of EOG (Exhibit 4.3 to EOG's

Current Report on Form 8

- K, filed September 10, 2007) (SEC File No. 001

- 09743).

#4.5(a)

- Certificate, dated April 3, 1998, of the Senior Vice President and Chief Financial Officer of Enron Oil &

Gas Company (predecessor to EOG) establishing the terms of the 6.65% Notes du e April 1, 2028.

#4.5(b)

- Global Note with respect to the 6.65% Notes due April 1, 2028 of Enron Oil & Gas Company (predecessor

to EOG).

#4. 6

- Indenture, dated as of March 1, 2004, between EOG Resources Canada Inc., as Issuer, and The Bank of

N ew York Trust Company, N.A., as Trustee, with respect to the 4.75% Senior Notes due 2014 of EOG

Resources Canada Inc.

4. 7

- Indenture, dated as of May 18, 2009, between EOG and Wells Fargo Bank, NA, as Trustee (Exhibit 4.9 to

EOG's Registration State ment on Form S

- 3, SEC File No. 333

- 159301, filed May 18, 2009).

4. 8 (a)

- Officers' Certificate Establishing 5.625% Senior Notes due 2019 of EOG, dated May 21, 2009 (Exhibit 4.2

to EOG's Current Report on Form 8

- K, filed May 21, 2009).

4. 8 (b)

- Form of Global Note with respect to the 5.625% Senior Notes due 2019 of EOG (Exhibit 4.3 to EOG's

Current Report on Form 8

- K, filed May 21, 2009).

4. 9 (a)

- Officers' Certificate Establishing 2.95% Senior Notes due 2015 and 4.40% Senior Notes due 2020 , dated

May 20, 2010 (Exhibit 4.2 to EOG's Current Report on Form 8

- K, filed May 26, 2010).E

- 3

Exhibit

Number Description

4. 9 (b)

- Form of Global Note with respect to the 2.95% Senior Notes due 2015 of EOG (Exhibit 4.3 to EOG's

Current Report o n Form 8

- K, filed May 26, 2010).

4. 9 (c)

- Form of Global Note with respect to the 4.40% Senior Notes due 2020 of EOG (Exhibit 4.4 to EOG's

Current Report on Form 8

- K, filed May 26, 2010).

4. 10 (a)

- Officers' Certificate Establishing 2.500% Seni or Notes due 2016, 4.100% Senior Notes due 2021 and

Floating Rate Senior Notes due 2014, dated November 23, 2010 (Exhibit 4.2 to EOG's Current Report on

Form 8

- K, filed November 24, 2010).

4. 10 (b)

- Form of Global Note with respect to the 2.500% Seni or Notes due 2016 of EOG (Exhibit 4.3 to EOG's

Current Report on Form 8

- K, filed November 24, 2010).

4. 10 (c)

- Form of Global Note with respect to the 4.100% Senior Notes due 2021 of EOG (Exhibit 4.4 to EOG's

Current Report on Form 8

- K, filed Novembe r 24, 2010).

4. 10 (d)

- Form of Global Note with respect to the Floating Rate Senior Notes due 2014 of EOG (Exhibit 4.5 to

EOG's Current Report on Form 8

- K, filed November 24, 2010).

4. 11 (a)

- Officers’ Certificate Establishing 2.625% Senior Not es due 2023, dated September 10, 2012 (Exhibit 4.2

to EOG's Current Report on Form 8

- K, filed September 11, 2012).

4. 11 (b)

- Form of Global Note with respect to the 2.625% Senior Notes due 2023 of EOG (Exhibit 4.3 to EOG's

Current Report on Form 8

- K, filed September 11, 2012).

10.1(a)+

- EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan, effective as of May 8, 2008 (Exhibit

10.1 to EOG's Current Report on Form 8

- K, filed May 14, 2008).

10.1(b)+

- First Amendment to EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan, dated effective as

of September 4, 2008 (Exhibit 10.1 to EOG's Quarterly Report on Form 10

- Q for the quarter ended

September 30, 2008).

10.1(c)+

- Second Amendment to EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan, dated effective as

of January 1, 2010 (Exhibit 10.1 to EOG's Quarterly Report on Form 10

- Q for the quarter ended March

31, 2010 ).

10.1(d) +

- Third Amendment to EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan, dated effect ive as of

September 26, 2012 (Exhibit 10.1 to EOG's Quarterly Report on Form 10

- Q for the quarter ended

September 30, 2012).

10.1(e)+

- Form of Stock Option Agreement for EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan

(effective for gra nts made prior to February 23, 2011) (Exhibit 10.2 to EOG's Current Report on Form 8

- K, filed May 14, 2008).

10.1(f)+

- Form of Stock Option Agreement for EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan

(effective for grants made on or aft er February 23, 2011) (Exhibit 10. 3 to EOG's Quarterly Report on Form

10

- Q for the quarter ended March 31, 2011)

.

10.1(g)+

- Form of Stock

- Settled Stock Appreciation Right Agreement for EOG Resources, Inc. 2008 Omnibus

Equity Compensation Plan (ef fective for grants made prior to February 23, 2011) (Exhibit 10.3 to EOG's

Current Report on Form 8

- K, filed May 14, 2008).

10.1(h)+

- Form of Stock

- Settled Stock Appreciation Right Agreement for EOG Resources, Inc. 2008 Omnibus Equity

Compensation Plan (effective for grants made on or after February 23, 2011) (Exhibit 10. 4 to EOG's

Quarterly Report on Form 10

- Q for the quarter ended March 31, 2011)

.E

- 4

Exhibit

Number Description

10.1(i)

- Form of Nonemployee Director Stock

- Settled Stock Appre ciation Right Agreement for EOG Resources,

Inc. 2008 Omnibus Equity Compensation Plan (Exhibit 10.4 to EOG's Current Report on Form 8

- K, filed

May 14, 2008).

10.1(j)+

- Form of Restricted Stock Award Agreement for EOG Resources, Inc. 2008 Omnibus Equ ity

Compensation Plan (Exhibit 10.5 to EOG's Current Report on Form 8

- K, filed May 14, 2008).

10.1( k )+

- Form of Restricted Stock Unit Award Agreement for EOG Resources, Inc. 2008 Omnibus Equity

Compensation Plan (Exhibit 10.6 to EOG's Current Repor t on Form 8

- K, filed May 14, 2008).

10.1( l )

- Form of Nonemployee Director Restricted Stock Award Agreement for EOG Resources, Inc. 2008 Omnibus

Equity Compensation Plan (Exhibit 10.7 to EOG's Current Report on Form 8

- K, filed May 14, 2008).

10.1(m)

- Form of Nonemployee Director Restricted Stock Unit Award Agreement for EOG Resources, Inc. 2008

Omnibus Equity Compensation Plan (Exhibit 10.3 to EOG's Quarterly Report on Form 10

- Q for the quarter

ended June 30, 2012).

10.1(n)+

- Form of Pe rformance Unit Award Agreement for EOG Resources, Inc. 2008 Omnibus Equity Compensation

Plan (Exhibit 10.4 to EOG's Current Report on Form 8

- K, filed October 1, 2012).

10.1(o)+

- Form of Performance Stock Award Agreement for EOG Resources, Inc. 2008 O mnibus Equity

Compensation Plan (Exhibit 10.5 to EOG's Current Report on Form 8

- K, filed October 1, 2012).

10.2(a)+

- EOG Resources, Inc. 409A Deferred Compensation Plan

- Nonqualified Supplemental Deferred

Compensation Plan

- Plan Document, effective as of December 16, 2008 (Exhibit 10.2(a) to EOG's Annual

Report on Form 10

- K for the year ended December 31, 2008).

10.2(b)+

- EOG Resources, Inc. 409A Deferred Compensation Plan

- Nonqualified Supplemental Deferred

Compensation Plan

- Adoption Agree ment, originally dated as of December 16, 2008 (and as amended

through February 24, 2012 (including an amendment to Item 7 thereof, effective January 1, 2012, with

respect to the deferral of restricted stock units)) (Exhibit 10.2(b) to EOG's Annual Report on Form 10

- K for

the year ended December 31, 2011) (originally filed as Exhibit 10.2(b) to EOG's Annual Report on Form

10

- K for the year ended December 31, 2008).

10.2(c)+

- Amended and Restated 1996 Deferral Plan (Exhibit 4.4 to EOG’s Registration St atement on Form S

- 8,

SEC File No. 333

- 84014, filed March 8, 2002).

10.2(d)+

- First Amendment to Amended and Restated 1996 Deferral Plan, effective as of September 10, 2002

(Exhibit 10.9(e) to EOG's Annual Report on Form 10

- K for the year ended Decemb er 31, 2002) (SEC

File No. 001

- 09743).

10.3(a)+

- Amended and Restated Enron Oil & Gas Company 1994 Stock Plan (Exhibit 4.3 to EOG's Registration

Statement on Form S

- 8, SEC File No. 33

- 58103, filed March 15, 1995).

10.3(b)+

- Amendment to Amende d and Restated Enron Oil & Gas Company 1994 Stock Plan, dated effective as of

December 12, 1995 (Exhibit 4.3(a) to EOG's Annual Report on Form 10

- K for the year ended December 31,

1995) (SEC File No. 001

- 09743).

10.3(c)+

- Amendment to Amended and Res tated Enron Oil & Gas Company 1994 Stock Plan, dated effective as of

December 10, 1996 (Exhibit 4.3(a) to EOG's Registration Statement on Form S

- 8, SEC File No. 333

- 20841,

filed January 31, 1997).

10.3(d)+

- Third Amendment to Amended and Restated Enr on Oil & Gas Company 1994 Stock Plan, dated effective as

of December 9, 1997 (Exhibit 4.3(d) to EOG's Annual Report on Form 10

- K for the year ended

December 31, 1997) (SEC File No. 001

- 09743).E

- 5

Exhibit

Number Description

10.3(e)+

- Fourth Amendme nt to Amended and Restated Enron Oil & Gas Company 1994 Stock Plan, dated effective

as of May 5, 1998 (Exhibit 4.3(e) to EOG's Annual Report on Form 10

- K for the year ended December 31,

1998) (SEC File No. 001

- 09743).

10.3(f)+

- Fifth Amendment to Ame nded and Restated Enron Oil & Gas Company 1994 Stock Plan, dated effective as

of December 8, 1998 (Exhibit 4.3(f) to EOG's Annual Report on Form 10

- K for the year ended

December 31, 1998) (SEC File No. 001

- 09743).

10.3(g)+

- Sixth Amendment to Amended and Restated EOG Resources, Inc. 1994 Stock Plan, dated effective as of

May 8, 2001 (Exhibit 10.1(g) to EOG's Annual Report on Form 10

- K for the year ended December 31,

2001) (SEC File No. 001

- 09743).

10.3(h)+

- Seventh Amendment to Amended and Resta ted EOG Resources, Inc. 1994 Stock Plan, dated effective as of

December 30, 2005 (Exhibit 10.1(h) to EOG's Annual Report on Form 10

- K for the year ended December

31, 2005) (SEC File No. 001

- 09743).

10.4(a)

- EOG Resources, Inc. 1993 Nonemployee Direct ors Stock Option Plan, as amended and restated effective

May 7, 2002 (Exhibit A to EOG's Proxy Statement, filed March 28, 2002, with respect to EOG's 2002

Annual Meeting of Stockholders) (SEC File No. 001

- 09743).

10.4(b)

- First Amendment to EOG Resou rces, Inc. 1993 Nonemployee Directors Stock Option Plan, dated effective

as of December 30, 2005 (Exhibit 10.2(b) to EOG's Annual Report on Form 10

- K for the year ended

December 31, 2005) (SEC File No. 001

- 09743).

10.5(a)+

- EOG Resources, Inc. 1992 S tock Plan, as amended and restated effective May 4, 2004 (Exhibit B to EOG's

Proxy Statement, filed March 29, 2004, with respect to EOG's 2004 Annual Meeting of Stockholders) (SEC

File No. 001

- 09743).

10.5(b)+

- First Amendment to EOG Resources, Inc. 1992 Stock Plan, dated effective as of December 30, 2005

(Exhibit 10.3(b) to EOG's Annual Report on Form 10

- K for the year ended December 31, 2005) (SEC File

No. 001

- 09743).

10.6(a)+

- Executive Employment Agreement between EOG and Mark G. Papa, effec tive as of June 15, 2005 (Exhibit

99.1 to EOG's Current Report on Form 8

- K filed, June 21, 2005) (SEC File No. 001

- 09743).

10.6(b)+

- First Amendment to Executive Employment Agreement between EOG and Mark G. Papa, effective as of

March 16, 2009 (Exhib it 10.1 to EOG's Current Report on Form 8

- K, filed March 18, 2009).

10.6(c) +

- Agreement, dated as of February 21, 2012, by and between EOG and Mark G. Papa (Exhibit 10.1 to EOG's

Current Report on Form 8

- K, filed February 27, 2012).

10.6(d)+

- Amended and Restated Change of Control Agreement between EOG and Mark G. Papa, effective as of June

15, 2005 (Exhibit 99.6 to EOG's Current Report on Form 8

- K, filed June 21, 2005) (SEC File No. 001

- 09743).

10.6(e)+

- First Amendment to Amended and Re stated Change of Control Agreement between EOG and Mark G.

Papa, effective as of April 30, 2009 (Exhibit 10.1(b) to EOG's Quarterly Report on Form 10

- Q for the

quarter ended March 31, 2009).

10.6( f )+

- Second Amendment to Amended and Restated Change o f Control Agreement between EOG and Mark G.

Papa

, effective as of September 13, 2011 (Exhibit 10.1 to EOG's Current Report on Form 8

- K, filed

September 13, 2011 )

.

10.7(a)+

- Executive Employment Agreement between EOG and William R. Thomas, effective a s of February 1, 2011

(Exhibit 10.1 to EOG's Quarterly Report on Form 10

- Q for the quarter ended March 31, 2011).E

- 6

Exhibit

Number Description

10.7(b)+

- Agreement, dated as of February 21, 2012, by and between EOG and William R. Thomas (Exhibit 1 0.2 to

EOG's Current Report on Form 8

- K, filed February 27, 2012).

10.7(c)+

- Change of Control Agreement between EOG and William R. Thomas, effective as of January 12, 2011

(Exhibit 10.2 to EOG's Quarterly Report on Form 10

- Q for the quarter ended Ma rch 31, 2011).

10.7(d)+

- First Amendment to Change of Control Agreement between EOG and William R. Thomas, effective as of

September 13, 2011 (Exhibit 10.2 to EOG's Current Report on Form 8

- K, filed September 13, 2011).

10.8(a)+

- Executive Empl oyment Agreement between EOG and Gary L. Thomas, effective as of June 15, 2005

(Exhibit 99.4 to EOG's Current Report on Form 8

- K, filed June 21, 2005) (SEC File No. 001

- 09743).

10.8(b)+

- First Amendment to Executive Employment Agreement between EOG a nd Gary L. Thomas, effective as of

March 16, 2009 (Exhibit 10.3 to EOG's Current Report on Form 8

- K, filed March 18, 2009).

10.8(c)+

- Agreement, dated as of February 21, 2012, by and between EOG and Gary L. Thomas (Exhibit 10.3 to

EOG's Current Repor t on Form 8

- K, filed February 27, 2012).

10.8(d)+

- Amended and Restated Change of Control Agreement between EOG and Gary L. Thomas, effective as of

June 15, 2005 (Exhibit 99.9 to EOG's Current Report on Form 8

- K, filed June 21, 2005) (SEC File No. 00 1

- 09743).

10.8(e)+

- First Amendment to Amended and Restated Change of Control Agreement between EOG and Gary L.

Thomas, effective as of April 30, 2009 (Exhibit 10.3(b) to EOG's Quarterly Report on Form 10

- Q for the

quarter ended March 31, 2009).

10.8( f )+

- Second Amendment to Amended and Restated Change of Control Agreement between EOG and Gary L.

Thomas , effective as of September 13, 2011 (Exhibit 10. 3 to EOG's Current Report on Form 8

- K, filed

September 13, 2011)

.

10.9(a)+

- Amended and Re stated Change of Control Agreement between EOG and Timothy K. Driggers, effective as

of June 15, 2005 (Exhibit 99.11 to EOG's Current Report on Form 8

- K, filed June 21, 2005) (SEC File No.

001

- 09743).

10.9(b)+

- First Amendment to Amended and Restated Change of Control Agreement between EOG and Timothy K.

Driggers, effective as of April 30, 2009 (Exhibit 10.5 to EOG's Quarterly Report on Form 10

- Q for the

quarter ended March 31, 2009).

10.9( c )+

- Second Amendment to Amended and Restated Change of Control Agreement between EOG and Timothy

K. Driggers , effective as of September 13, 2011 (Exhibit 10. 4 to EOG's Current Report on Form 8

- K, filed

September 13, 2011)

.

10.10(a)+

- Executive Employment Agreement between EOG and Frederick J. Plaeger, II , effective as of April 23, 2007

(Exhibit 10.1 to EOG's Quarterly Report on Form 10

- Q for the quarter ended March 31, 2007) (SEC File

No. 001

- 09743).

10.10(b)+

- First Amendment to Executive Employment Agreement between EOG and Frederick J. Plaeger, I I, effective

as of April 30, 2009 (Exhibit 10.4(a) to EOG's Quarterly Report on Form 10

- Q for the quarter ended March

31, 2009).

10.10(c) +

- Agreement, dated as of February 21, 2012, by and between EOG and Frederick J. Plaeger, II (Exhibit 10.4

to EO G's Current Report on Form 8

- K, filed February 27, 2012).E

- 7

Exhibit

Number Description

10.10(d)+

- Change of Control Agreement between EOG and Frederick J. Plaeger, II, effective as of April 23, 2007

(Exhibit 10.2 to EOG's Quarterly Report on Form 10

- Q for the quarter ended March 31, 2007) (SEC File

No. 001

- 09743).

10.10(e)+

- First Amendment to Change of Control Agreement between EOG and Frederick J. Plaeger, II, effective as of

April 30, 2009 (Exhibit 10.4(b) to EOG's Quarterly Report on Form 10

- Q for the quarter ended March 31,

2009).

10.10( f )+

- Second Amendment to Change of Control Agreement between EOG and Frederick J. Plaeger, II , effective

as of September 13, 2011 (Exhibit 10. 5 to EOG's Current Report on Form 8

- K, filed Septemb er 13, 2011)

.

10.10(g)+

- Agreement, dated as of May 3, 2012, by and between EOG and Frederick J. Plaeger, II (Exhibit 10.2 to

EOG's Quarterly Report on Form 10

- Q for the quarter ended June 30, 2012).

10.11+

- Change of Control Agreement by and b etween EOG and Michael P. Donaldson, effective as of May 3, 2012

(Exhibit 10.1 to EOG's Quarterly Report on Form 10

- Q for the quarter ended June 30, 2012).

10.12(a)+

- EOG Resources, Inc. Change of Control Severance Plan, as amended and restated effec tive as of June 15,

2005 (Exhibit 99.12 to EOG's Current Report on Form 8

- K, filed June 21, 2005) (SEC File No. 001

- 09743).

10.12(b)+

- First Amendment to the EOG Resources, Inc. Change of Control Severance Plan, effective as of April

30, 2009 (Exhibi t 10.6 to EOG's Quarterly Report on Form 10

- Q for the quarter ended March 31, 2009).

10.13+

- EOG Resources, Inc. Amended and Restated Executive Officer Annual Bonus Plan (Exhibit 10.4 to EOG's

Quarterly Report on Form 10

- Q for the quarter ended March 31, 2010).

10.14(a)+

- EOG Resources, Inc. Employee Stock Purchase Plan (Exhibit 4.4 to EOG’s Registration Statement on Form

S

- 8, SEC File No. 333

- 62256, filed June 4, 2001).

10.14(b)+

- Amendment to EOG Resources, Inc. Employee Stock Purchase P lan, dated effective as of January 1, 2010

(Exhibit 4.3(b) to EOG’s Registration Statement on Form S

- 8, SEC File No. 333

- 166518, filed May 4,

2010).

10.15

- Revolving Credit Agreement, dated as of October 11, 2011, among EOG, JPMorgan Chase Bank, N.A. , as

Administrative Agent, the financial institutions as bank parties thereto, and the other parties thereto (Exhibit

10.1 to EOG's Current Report on Form 8

- K, filed October 12, 2011).

* 12

- Computation of Ratio of Earnings to Fixed Charges and t o Combined Fixed Charges and Preferred Stock

Dividends.

* 21

- Subsidiaries of EOG, as of December 31, 2012.

* 23.1

- Consent of DeGolyer and MacNaughton.

* 23.2

- Opinion of DeGolyer and MacNaughton dated January 29 , 2013.

* 23.3

- Consent of Deloitte & Touche LLP.

* 24

- Powers of Attorney.E

- 8

Exhibit

Number Description

* 31.1

- Section 302 Certification of Annual Report of Principal Executive Officer.

* 31.2

- Section 302 Certific ation of Annual Report of Principal Financial Officer.

* 32.1

- Section 906 Certification of Annual Report of Principal Executive Officer.

* 32.2

- Section 906 Certification of Annual Report of Principal Financial Officer.

* 95

- Mine Safety Disclosure Exhibit.

* **101.INS

- XBRL Instance Document.

* **101.SCH

- XBRL Schema Document.

* **101.CAL

- XBRL Calculation Linkbase Document.

* **101.LAB

- XBRL Label Linkbase Document.

* **101.PRE

- XBRL Presen tation Linkbase Document.

* **101.DEF

- XBRL Definition Linkbase Document.

*Exhibits filed herewith

**Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting

Language): (i) the Consolida ted Statements of Income and Comprehensive Income for Each of the Three Years in the Period

Ended December 31, 2012, (ii) the Consolidated Balance Sheets

- December 31, 2012 and 2011, (iii) the Consolidated

Statements of Stockholders' Equity for Each of th e Three Years in the Period Ended December 31, 2012, (iv) the Consolidated

Statements of Cash Flows for Each of the Three Years in the Period Ended December 31, 2012 and (v) Notes to Consolidated

Financial Statements.

+ Management contract, compensatory plan or arrangementSIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant

has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorize d.

EOG RESOURCES, INC.

(Registrant)

Date: February 21 , 201 3 By: /s/ TIMOTHY K. DRIGGERS

Timothy K. Driggers

Vice President and Chief Financial Officer

(Principal Financial Officer and Duly Authorized

Officer)

Pursuant to the require ments of the Securities Exchange Act of 1934, as amended, this report has been signed below by

the following persons on behalf of the registrant and in the capacities with EOG Resources, Inc. indicated and on the 21 st day of

February, 201 3

.

Signature Tit le

/s/ MARK G. PAPA Chairman of the Board and Chief Executive Officer and

(Mark G. Papa) Director (Principal Executive Officer)

/s/ TIMOTHY K. DRIGGERS Vice President and Chief Financial Officer

(Timothy K. Driggers) (Principal Financial Of ficer)

/s/ ANN D. JANSSEN Vice President, Accounting

(Ann D. Janssen) (Principal Accounting Officer)

* Director

(George A. Alcorn)

* Director

(Charles R. Crisp)

* Director

(James C. Day)

* Director

(H. Leighton St eward)

* Director

(Donald F. Textor)

* Director

(Frank G. Wisner)

*By : /s/ MICHAEL P. DONALDSON

(Michael P. Donaldson)

(Attorney

- in

- fact for persons indicated)