EOG RESOURCES INC — Capital/Financing Update 2016

Jan 11, 2016

Filed Pursuant to Rule 433

Registration No. 333-208681

Free Writing Prospectus Dated January 11, 2016

EOG Resources, Inc.

Pricing Term Sheet

$750,000,000 4.15% Senior Notes due 2026

$250,000,000 5.10% Senior Notes due 2036

Issuer:	EOG Resources, Inc.
Ratings*:	Moody’s: A3 (negative watch) S&P:
A- (stable outlook)
Trade Date:	January 11, 2016
Settlement Date:	January 14, 2016 (T+3)
Interest Payment Dates:	January 15 and July 15, commencing on July 15, 2016
	Senior Notes due 2026	Senior Notes due 2036
Principal Amount:	$750,000,000	$250,000,000
Maturity Date:	January 15, 2026	January 15, 2036
Coupon:	4.15%	5.10%
Benchmark Treasury:	2.250% due November 15, 2025	2.875% due August 15, 2045
Benchmark Treasury Yield:	2.168%	2.974%
Spread to Benchmark Treasury:	+200 basis points	+215 basis points
Yield to Maturity:	4.168%	5.124%
Price to Public:	99.854% of Principal Amount	99.702% of Principal Amount
Optional Redemption:
Make-whole Call:	At any time prior to October 15, 2025, at the greater of (i) 100% or (ii) a discount rate of Treasury plus 30 basis points	At any time prior to July 15, 2035, at the greater of (i) 100% or (ii) a discount rate of Treasury plus 35 basis points
Par Call:	At any time on or after October 15, 2025	At any time on or after July 15, 2035
CUSIP/ISIN:	26875PAP6 / US26875PAP62	26875PAQ4 / US26875PAQ46

| Joint Book-Running Managers: | Barclays Capital Inc. Citigroup
Global Markets Inc. J.P. Morgan Securities LLC Wells Fargo
Securities, LLC CIBC World Markets Corp. Goldman, Sachs &
Co. Mitsubishi UFJ Securities (USA), Inc. RBC Capital
Markets, LLC Scotia Capital (USA) Inc. SG Americas
Securities, LLC |
| --- | --- |
| Co-Managers: | BNP Paribas Securities Corp. UBS
Securities LLC U.S. Bancorp Investments, Inc. BB&T
Capital Markets, a division of BB&T Securities, LLC BMO Capital Markets Corp. Merrill Lynch, Pierce, Fenner & Smith Incorporated Comerica Securities, Inc. DNB Markets, Inc. PNC Capital Markets LLC |

• Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time.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 (800) 831-9146, J.P. Morgan Securities LLC at (212) 834-4533 or Wells Fargo Securities, LLC at (800) 645-3751.