EOG RESOURCES INC — Capital/Financing Update 2010

Nov 19, 2010

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Filed Pursuant to Rule 433 Registration No. 333-163947 Free Writing Prospectus Dated November 18, 2010

EOG Resources, Inc. Pricing Term Sheet $1,500,000,000 $400,000,000 2.500% Senior Notes due 2016 $750,000,000 4.100% Senior Notes due 2021 $350,000,000 Floating Rate Senior Notes due 2014

$400,000,000 2.500% Senior Notes due 2016

Issuer:	EOG Resources, Inc.
Principal Amount:	$400,000,000
Maturity Date:	February 1, 2016
Coupon:	2.500%
Treasury benchmark:	1.25% Notes due October 31, 2015
Treasury yield:	1.505%
Re-offer spread:	105 bps
Issue Price:	99.736%
Yield to maturity:	2.555%
Redemption Provisions:
Make-whole call	At any time at the greater of (i) 100% or (ii) a discount rate of Treasury plus 20 basis points
CUSIP/ISIN:	26875PAH4 / US26875PAH47
Interest Payment Dates:	Semi-annually on February 1 and August 1 commencing February 1, 2011
Settlement Date:	T+3; November 23, 2010
Ratings*:	Moody’s: A3 (negative outlook)
	S&P: A- (negative outlook)
Bookrunners:	Barclays Capital Inc.
	Citigroup Global Markets Inc.
	J.P. Morgan Securities LLC
	Merrill Lynch, Pierce, Fenner & Smith Incorporated
	Deutsche Bank Securities Inc.
	Mitsubishi UFJ Securities (USA), Inc.
	SG Americas Securities, LLC
Co-Managers:	BBVA Securities Inc.
	Goldman, Sachs & Co.
	Scotia Capital (USA) Inc.
	UBS Securities LLC
	U.S. Bancorp Investments, Inc.
	Wells Fargo Securities, LLC
	BMO Capital Markets Corp.
	BNP Paribas Securities Corp.
	Comerica Securities, Inc.
	RBC Capital Markets, LLC
	Allen & Company LLC
	Credit Suisse Securities (USA) LLC
	Morgan Stanley & Co. Incorporated

• Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time.

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$750,000,000 4.100% Senior Notes due 2021

Issuer:	EOG Resources, Inc.
Principal Amount:	$750,000,000
Maturity Date:	February 1, 2021
Coupon:	4.100%
Treasury benchmark:	2.625% Notes due November 15, 2020
Treasury yield:	2.902%
Re-offer spread:	125 bps
Issue Price:	99.576%
Yield to maturity:	4.152%
Redemption Provisions:
Make-whole call	At any time at the greater of (i) 100% or (ii) a discount rate of
Treasury plus 25 basis points
CUSIP/ISIN:	26875PAG6 / US26875PAG63
Interest Payment Dates:	Semi-annually on February 1 and August 1 commencing February 1, 2011
Settlement Date:	T+3; November 23, 2010
Ratings*:	Moody’s: A3 (negative outlook) S&P: A- (negative outlook)
Bookrunners:	Barclays Capital Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Deutsche Bank Securities Inc. Mitsubishi UFJ Securities (USA), Inc. SG Americas Securities, LLC
Co-Managers:	BBVA Securities Inc. Goldman, Sachs & Co. Scotia Capital (USA) Inc. UBS Securities LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC BMO Capital Markets Corp. BNP Paribas Securities Corp. Comerica Securities, Inc. RBC Capital Markets, LLC Allen & Company LLC Credit Suisse Securities (USA) LLC Morgan Stanley & Co. Incorporated

• Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time.

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$350,000,000 Floating Rate Senior Notes due 2014

Issuer:	EOG Resources, Inc.
Principal Amount:	$350,000,000
Maturity Date:	February 3, 2014
Coupon:	3-month LIBOR + 75 bps
Issue Price:	100%
Redemption Provisions:	Not redeemable
CUSIP/ISIN:	26875PAJ0 / US26875PAJ03
Interest Payment and Reset Dates:	Quarterly on February 3, May 3, August 3
and November 3, commencing February 3, 2011; provided that if any interest payment date (other than the maturity date) is not a business
day, the Company will pay interest on the next day that is a
business day, except that if such business day is in the
immediately succeeding calendar month, such interest payment
date (other than the maturity date) shall be the immediately
preceding business day. If the maturity date is not a business
day, the Company will pay interest, if any, and principal and
premium, if any, on the next day that is a business day at such
place of payment as if payment were made on the date such
payment was due, and no interest will accrue on the amounts so
payable for the period from and after such date to the
immediately succeeding business day.
Initial Interest Rate:	3-month LIBOR, determined as of two London business days prior
to the original issue date, plus 0.75% per annum.
Interest Reset Periods:	The “initial interest period” will be the period from and
including the original issue date to but excluding the initial
interest reset date. Thereafter, each “interest reset period”
will be the period from and including an interest reset date to
but excluding the immediately succeeding interest reset date;
provided that the final interest reset period will be the period
from and including the interest reset date immediately preceding
the maturity date to but excluding the maturity date.
Interest Rate Determination:	The interest rate applicable to each
interest reset period commencing on the related interest reset date, or the original issue date in the case of the initial interest period, will be
the rate determined as of the applicable interest determination
date. The “interest determination date” will be the second
London business day immediately preceding the original issue
date in the case of the initial interest reset period, and
thereafter the second London business day immediately preceding the applicable interest reset date. The interest rate
in effect on each day will be (i) if that day is an interest
reset date, the interest rate determined as of the interest
determination date immediately preceding such interest reset
date or (ii) if that day is not an interest reset date, the
interest rate determined as of the interest determination date
immediately preceding the most recent interest reset date or the
original issue date, as the case may be.
	3-month LIBOR will be determined by the calculation agent as
of the applicable interest determination date in accordance with
the following provisions:
	(i) LIBOR is the rate for deposits in U.S. dollars for the
3-month period which appears on Reuters Screen LIBOR01 Page (as
defined below) at approximately 11:00 a.m., London time, on the
applicable interest determination date. “Reuters Screen LIBOR01
Page” means the display designated on page “LIBOR01” on Reuters
Screen (or such other page as may replace the LIBOR01 page on
that service, any successor service or such other service or
services as may be nominated by the British Bankers’ Association
for the purpose of displaying London interbank offered rates for
U.S. dollar deposits). If no rate appears on Reuters Screen
LIBOR01 Page, LIBOR for such interest determination date will be
determined in accordance with the provisions of paragraph (ii)
below.
	(ii) With respect to an interest determination date on which no
rate appears on Reuters Screen LIBOR01 Page as of approximately
11:00 a.m., London time, on such interest determination date,
the calculation agent shall request the principal London offices
of each of four major reference banks (which may include
affiliates of the underwriters) in the London interbank market
selected by the calculation agent (after consultation with the
Company) to provide the calculation agent with a quotation of
the rate at which deposits of U.S. dollars having a three-month
maturity, commencing on the second London business day
immediately following such interest determination date, are
offered by it to prime banks in the London interbank market as
of approximately 11:00 a.m., London time, on such interest
determination date in a

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| | principal amount equal to an amount of
not less than U.S. $1,000,000 that is representative for a
single transaction in such market at such time. If at least two
such quotations are provided, LIBOR for such interest
determination date will be the arithmetic mean of such
quotations as calculated by the calculation agent. If fewer than
two quotations are provided, LIBOR for such interest
determination date will be the arithmetic mean of the rates
quoted as of approximately 11:00 a.m., New York City time, on
such interest determination date by three major banks (which may
include affiliates of the underwriters) selected by the
calculation agent (after consultation with the Company) for
loans in U.S. dollars to leading European banks having a
three-month maturity commencing on the second London business
day immediately following such interest determination date and
in a principal amount equal to an amount of not less than U.S.
$1,000,000 that is representative for a single transaction in
such market at such time; provided, however, that if the banks
selected as aforesaid by the calculation agent are not quoting
such rates as mentioned in this sentence, LIBOR for such
interest determination date will be LIBOR determined with
respect to the immediately preceding interest determination
date. |
| --- | --- |
| | All percentages resulting from any calculation of any interest
rate will be rounded, if necessary, to the nearest one hundred
thousandth of a percentage point, with five one-millionths of a
percentage point rounded upward (e.g., 9.876545% (or .09876545)
would be rounded to 9.87655% (or .0987655), and all dollar
amounts will be rounded to the nearest cent, with one-half cent
being rounded upward. |
| | Promptly upon such determination, the calculation agent will
notify the Company and the trustee (if the calculation agent is
not the trustee) of the interest rate for the new interest reset
period. Upon request of a holder, the calculation agent will
provide to such holder the interest rate in effect on the date
of such request and, if determined, the interest rate for the
next interest reset period. |
| | All calculations made by the calculation agent for the purposes
of calculating interest shall be conclusive and binding on the
holders and the Company, absent manifest errors. |
| Business Day: | With respect to the notes, “business day” means any day (1) that
is not a Saturday or Sunday and that is not a day on which
banking institutions are authorized or obligated by law or
executive order to close in The City of New York and, for any
place of payment outside of The City of New York, in such place
of payment, and (2) that is also a “London business day”, which
is a day on which dealings in deposits in U.S. dollars are
transacted in the London interbank market. |
| Day Count Convention: | Actual/360 |
| Calculation Agent: | Wells Fargo Bank, N.A., or its successor appointed by the Company |
| Settlement Date: | T+3; November 23, 2010 |
| Ratings*: | Moody’s: A3 (negative outlook) S&P: A- (negative outlook) |
| Bookrunners: | Barclays Capital Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Deutsche Bank Securities Inc. Mitsubishi UFJ Securities (USA), Inc. SG Americas Securities, LLC |

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Co-Managers: BBVA Securities Inc. Goldman, Sachs & Co. Scotia Capital (USA) Inc. UBS Securities LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC BMO Capital Markets Corp. BNP Paribas Securities Corp. Comerica Securities, Inc. RBC Capital Markets, LLC Allen & Company LLC Credit Suisse Securities (USA) LLC Morgan Stanley & Co. Incorporated

• Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. at (888) 603-5847, Citigroup Global Markets Inc. at (877) 858-5407, J.P. Morgan Securities LLC at (212) 834-4533 or Merrill Lynch, Pierce, Fenner & Smith Incorporated at (800) 294-1322.

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