Obligation EOR Resources 2.625% ( US26875PAK75 ) en USD

EOR Resources

100 % ▲

Etas-Unis

US26875PAK75 ( en USD )

2.625% par an ( paiement semestriel )

15/03/2023 - Obligation échue

Prospectus brochure de l'obligation EOG Resources US26875PAK75 en USD 2.625%, échue

2 000 USD

1 250 000 000 USD

26875PAK7

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

EOG Resources est une société américaine d'exploration et de production d'hydrocarbures, principalement active dans le pétrole et le gaz de schiste aux États-Unis.

L'Obligation émise par EOR Resources ( Etas-Unis ) , en USD, avec le code ISIN US26875PAK75, paye un coupon de 2.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2023

L'Obligation émise par EOR Resources ( Etas-Unis ) , en USD, avec le code ISIN US26875PAK75, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par EOR Resources ( Etas-Unis ) , en USD, avec le code ISIN US26875PAK75, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Definitive Prospectus Supplement
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424B2 1 d403820d424b2.htm DEFINITIVE PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-163947
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Maximum
Maximum
Amount of
Title of Each Class of
Amount
Offering Price
Aggregate
Registration Fee
Securities to be Registered

Registered

Per Unit

Offering Price

(1)(2)
2.625% Senior Notes due 2023
$1,250,000,000
99.381%
$1,242,262,500
$142,363.28

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933.
(2) This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in the
Company's Registration Statement on Form S-3 (File No. 333-163947) in accordance with Rules 456(b) and 457(r) under the
Securities Act of 1933.
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Prospectus Supplement
(To Prospectus dated December 22, 2009)

$1,250,000,000 2.625% Senior Notes due 2023
We are offering $1,250,000,000 of our 2.625% Senior Notes due 2023, which we refer to in this prospectus supplement as the
"notes."
Interest on the notes is payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15,
2013. The notes will mature on March 15, 2023. We may redeem some or all of the notes at any time and from time to time prior to
their maturity. The redemption prices are discussed under the heading "Description of Notes -- Optional Redemption" in this
prospectus supplement.
The notes will be our senior, unsecured obligations and will rank equally in right of payment with all of our other unsecured and
unsubordinated indebtedness from time to time outstanding. The notes will be effectively subordinated to any of our secured
indebtedness, to the extent of the value of the assets securing such indebtedness, unless the notes become equally and ratably secured
by those assets. The notes will also be structurally subordinated to the indebtedness and all other obligations of our subsidiaries.
The notes are a new issue of securities for which there is currently no established trading market. We do not intend to apply for
the listing of the notes on any national securities exchange or for the quotation of the notes on any automated dealer quotation system.
Currently, there is no public market in the notes.
Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or
disapproved of the notes or determined that this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
Investing in the notes involves risks. Please read "Risk Factors" beginning on page S-5 of this prospectus supplement and
page 5 of the accompanying prospectus.

Public
Proceeds
Offering
Underwriting
to Us

Price(1)

Discount

(Before Expenses)
Per note

99.381%

0.650%

98.731%
Total

$1,242,262,500
$8,125,000
$1,234,137,500
(1) Plus accrued interest, if any, from September 10, 2012.
The underwriters expect that delivery of the notes will be made to investors in book-entry form only through the facilities of The
Depository Trust Company and its participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., on
or about September 10, 2012.
Joint Book-Running Managers
Barclays Citigroup J.P. Morgan UBS Investment Bank Wells Fargo Securities
RBC Capital Markets Mitsubishi UFJ Securities SOCIETE GENERALE US Bancorp
Co-Managers
Allen & Company LLC ANZ Securities BB&T Capital Markets BMO Capital Markets Comerica Securities
Credit Suisse Deutsche Bank Securities DNB Markets Goldman, Sachs & Co. Scotiabank
September 5, 2012
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You should rely only on the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus and in any free writing prospectus with respect to this offering filed by us with the United States
Securities and Exchange Commission, or "SEC." We have not, and the underwriters have not, authorized anyone to provide
you with different information. We are not, and the underwriters are not, offering to sell these securities in any jurisdiction
where the offer or sale is not permitted. You should not assume that the information contained in this prospectus supplement,
the accompanying prospectus, any free writing prospectus with respect to this offering or the documents incorporated by
reference in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date on the
front covers of those documents. Our business, financial condition, results of operations and prospects may have changed since
those respective dates.

TABLE OF CONTENTS

Page

Page
Prospectus Supplement

Prospectus

Prospectus Supplement Summary

S-1 About this Prospectus

1

Risk Factors

S-5 About EOG Resources, Inc.

2

Use of Proceeds

S-7 Where You Can Find Additional Information

2

Ratio of Earnings to Fixed Charges

S-7 Oil and Gas Terms

4

Capitalization

S-8 Risk Factors

5

Description of Notes

S-9 Information Regarding Forward-Looking Statements
5

Material U.S. Federal Income Tax Considerations

S-13
Use of Proceeds

7

Underwriting (Conflicts of Interest)

S-19
Ratios of Earnings to Fixed Charges and Earnings to
Legal Matters

S-23
Combined Fixed Charges and Preferred Stock
Experts

S-23
Dividends

7

Description of Debt Securities

7

Description of Capital Stock

16
Description of Common Stock Purchase Contracts
and Units

19
Description of Warrants

20
Description of Depositary Shares

21
Description of Units

23
Book-Entry Issuance

24
Selling Stockholders

26
Plan of Distribution

26
Legal Matters

28
Experts

28

Unless the context requires otherwise, the terms "EOG," "we," "us," "our" and "the Company" refer to EOG Resources, Inc., a
Delaware corporation, and its subsidiaries.
This document consists of two parts. The first part is this prospectus supplement, which describes the terms of this notes
offering. The second part, the accompanying prospectus dated December 22, 2009, contains more general information, some of which
may not apply to this offering. This prospectus supplement may add to, update or change the information in the accompanying
prospectus. If information in this prospectus supplement is inconsistent with information in the accompanying prospectus, the
information in this prospectus supplement will apply and will supersede that information in the accompanying prospectus.
It is important for you to read and consider all information contained or incorporated by reference in this prospectus supplement
and the accompanying prospectus in making your investment decision. You should also read and consider the information in the
documents to which we have referred you in "Where You Can Find Additional Information" in the accompanying prospectus.

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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information about us and this offering contained elsewhere in this prospectus
supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the
accompanying prospectus. It does not contain all of the information that may be important to you in deciding whether to
purchase the notes offered hereby. We encourage you to carefully read this entire prospectus supplement, the accompanying
prospectus, any free writing prospectus with respect to this offering and the documents that we have filed with the SEC that
are incorporated by reference in this prospectus supplement and the accompanying prospectus prior to deciding whether to
purchase the notes offered hereby.
Our Company
We are one of the largest independent (non-integrated) crude oil and natural gas companies in the United States with proved
reserves in the United States, Canada, Trinidad, the United Kingdom and China. Our 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
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 strong balance sheet. We are focused on cost-effective
utilization of advanced technology associated with three-dimensional seismic and microseismic data, the development 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 our company to
reduce the risks associated with all aspects of oil and gas exploration, development and exploitation.
We implement our 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 our strategy.
At December 31, 2011, our total estimated net proved reserves were 2,054 million barrels (MMBbl) of oil equivalent, of
which 517 MMBbl were crude oil and condensate reserves, 228 MMBbl were natural gas liquids reserves and 7,851 billion
cubic feet were natural gas reserves. At such date, approximately 85% of our net proved reserves (on a crude oil equivalent
basis) were located in the United States, 9% in Canada and 6% in Trinidad.
Offices
We are a Delaware corporation organized in 1985. Our principal executive offices are located at 1111 Bagby, Sky Lobby 2,
Houston, Texas 77002, and our telephone number at that address is (713) 651-7000.

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The Offering

Issuer
EOG Resources, Inc.

Notes Offered
$1,250,000,000 aggregate principal amount of 2.625% senior notes due 2023.

Maturity
March 15, 2023.

Interest Rate
2.625% per annum.

Interest Payment Dates
Interest will be paid semi-annually in arrears on March 15 and September 15 of
each year, beginning on March 15, 2013. Interest on the notes will accrue from
September 10, 2012.

Use of Proceeds
We estimate that we will receive aggregate net proceeds from this offering of
approximately $1,232.1 million, after deducting the underwriting discount and
estimated offering expenses payable by us. We will use the aggregate net
proceeds from this offering for general corporate purposes, including repayment
of outstanding commercial paper borrowings and funding of future capital
expenditures. See "Use of Proceeds" in this prospectus supplement.

Ranking
The notes will be our senior, unsecured obligations and will rank equally in
right of payment with all of our other unsecured and unsubordinated
indebtedness from time to time outstanding.

The notes will be effectively subordinated to any of our secured indebtedness,
to the extent of the value of the assets securing such indebtedness, unless the
notes become equally and ratably secured by those assets. The indenture
contains restrictions on our ability to incur secured debt unless the same security
is also provided for the benefit of holders of the notes. See "Description of Debt
Securities -- Limitations on Liens" in the accompanying prospectus. The notes
will also be structurally subordinated to the indebtedness and all other
obligations of our subsidiaries.

As of June 30, 2012, we had $5,012 million of total unsecured indebtedness,
$150 million of which was indebtedness of our subsidiaries, and no secured
indebtedness.

Optional Redemption
At any time and from time to time prior to December 15, 2022 (the date that is
three months prior to the maturity date of the notes), we may redeem some or all
of the notes, at our option, at a make-whole redemption price, plus accrued and
unpaid interest to, but not including, the redemption date. At any time on or after
December 15, 2022 (the date that is three months prior to the maturity date of the
notes), we may also redeem some or all of the notes, at our option, at a
redemption price equal to 100% of the principal amount of the notes to be
redeemed, plus accrued and unpaid interest to, but not including,

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the redemption date. See "Description of Notes -- Optional Redemption" in this

prospectus supplement.

Covenants
The notes will be issued under an indenture with Wells Fargo Bank, NA, as
trustee. The indenture contains various covenants, including limitations on
securing indebtedness by liens on principal properties.

These covenants are subject to important exceptions and qualifications
described under the heading "Description of Debt Securities" in the
accompanying prospectus.

Additional Issuances
We may, at any time and from time to time in the future, without notice to or the
consent of the holders of the notes, issue and sell additional notes having the
same terms as, and ranking equally and ratably with, the notes being offered
hereby in all respects (except for the public offering price, issue date and, if
applicable, the first payment of interest thereon), as described under the heading
"Description of Notes -- Principal, Maturity and Interest" in this prospectus
supplement.

Trustee
Wells Fargo Bank, NA.

Governing Law
The notes and the indenture relating to the notes will be governed by Texas law.

Risk Factors
You should carefully consider the information under the headings "Risk Factors"
and "Information Regarding Forward-Looking Statements" and all other
information in this prospectus supplement and the accompanying prospectus,
including the information incorporated by reference herein and therein, before
deciding to invest in the notes.

Conflicts of Interest
Affiliates of certain of the underwriters may hold our commercial paper debt.
These affiliates will receive their respective share of any repayment by us of
outstanding commercial paper borrowings from the net proceeds of this offering.
Each of the underwriters whose affiliates will receive at least 5% of the net
proceeds of this offering is considered by Financial Industry Regulatory
Authority, Inc., or FINRA, to have a conflict of interest with us in regards to this
offering. However, no qualified independent underwriter is needed for this
offering because the notes are investment grade-rated by one or more nationally
recognized statistical rating agencies. See "Underwriting -- Conflicts of
Interest."
For additional information regarding the notes, please read "Description of Notes" in this prospectus supplement and
"Description of Debt Securities" in the accompanying prospectus.

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Summary Consolidated Financial Information
The table shown below presents our summary consolidated financial information as of the dates and for the periods
indicated. The summary consolidated financial information as of and for each of the years ended December 31, 2011, 2010 and
2009 have been derived from our audited consolidated financial statements and related notes. The summary consolidated
financial information as of June 30, 2012 and 2011 and for the six-month periods then ended have been derived from our
unaudited consolidated financial statements and related notes, which, in the opinion of management, have been prepared on the
same basis as the audited financial statements and include all adjustments necessary for a fair statement of the information. The
results for the six-month period ended June 30, 2012 are not necessarily indicative of the results that may be expected for the full
fiscal year. You should read the information set forth below in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and our consolidated financial statements and the related notes to those financial
statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2011 and our Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2012, each of which is incorporated by reference in this prospectus
supplement and the accompanying prospectus.

Six Months Ended June 30,

Year Ended December 31,

(In thousands)

2012

2011

2011

2010

2009

Income Statement Data:

Net operating revenues

$ 5,715,970
$ 4,467,356
$10,126,115
$ 6,099,896
$ 4,786,959
Operating expenses

4,463,859

3,606,652

8,012,806

5,576,577

3,816,118

Operating income

1,252,111

860,704

2,113,309

523,319

970,841

Other income, net

15,306

9,828

6,853

14,243

2,071

Net income

719,787

429,547

1,091,123

160,654

546,627

Balance Sheet Data (as of end of
specified period):

Total assets

25,998,577
23,959,379
24,838,797
21,624,233
18,118,667
Current and long-term debt

5,011,893

5,226,251

5,009,166

5,223,341

2,797,000

Total stockholders' equity

13,355,141
12,077,185
12,640,904
10,231,632
9,998,042

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RISK FACTORS
You should carefully consider the following risk factors, in addition to the other information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. Specifically, please see "Risk Factors" included in
our Annual Report on Form 10-K for the year ended December 31, 2011 for a discussion of risks that may affect our business.
Realization of any of those risks or the following risks or adverse results from any matter listed under the heading "Information
Regarding Forward-Looking Statements" in the accompanying prospectus or in our reports filed with the SEC under the
Securities Exchange Act of 1934, as amended, could have a material adverse effect on our business, financial condition, cash
flows and results of operations. As a result, you could lose all or part of your investment in, and expected return on, the notes.
Risks Related to the Notes
The notes will be unsecured and, therefore, will be effectively subordinated to any of our secured debt, to the extent of the
value of assets securing such debt, and will be structurally subordinated to the obligations of our subsidiaries.
The notes will not be secured by any of our assets. As a result, the notes are effectively subordinated to any secured debt we
may incur to the extent of the value of the assets securing such debt. In any liquidation, dissolution, bankruptcy or other similar
proceeding, the holders of any of our secured debt may assert rights against the secured assets in order to receive full payment of their
debt before the assets may be used to pay the holders of the notes. In addition, the notes will be structurally subordinated to the
indebtedness and all other obligations of our subsidiaries. None of our subsidiaries are guarantors of the notes, and some of our
subsidiaries have outstanding indebtedness. As of June 30, 2012, we had $5,012 million of total unsecured indebtedness, $150
million of which was indebtedness of our subsidiaries, and no secured indebtedness. See "Capitalization" in this prospectus
supplement.
An actual or anticipated downgrade in any of our credit ratings could adversely affect the trading price and liquidity of the
notes.
Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, an actual or
anticipated downgrade in any of our credit ratings could adversely affect the trading price of, and your ability to resell, the notes. A
credit rating reflects only the views of the rating agency at the time the rating is assigned, is not a recommendation to buy, sell or hold
any security, and may be revised or withdrawn at any time by the rating agency in its sole discretion. Neither we, the trustee nor any
underwriter undertakes any obligation to maintain the ratings or to advise holders of the notes of any change in ratings. In addition, the
indenture contains no protective provisions for holders of the notes in the event of a ratings downgrade.
The indenture does not limit the amount of indebtedness that we may incur.
The indenture does not limit our ability to incur additional indebtedness or contain provisions that would afford holders of the
notes protection in the event of a sudden and significant decline in our credit quality or a take-over, recapitalization or highly
leveraged or similar transaction. Accordingly, we could, in the future, enter into transactions that could increase the amount of
indebtedness outstanding at that time or otherwise adversely affect our capital structure or credit rating.
If an active trading market does not develop for the notes, you may be unable to sell your notes or to sell your notes at a
price that you deem sufficient.
The notes are a new issue of securities for which there is currently no established trading market. We do not intend to apply for
the listing of the notes on any national securities exchange or for the quotation of the notes on any automated dealer quotation system.
While the underwriters of the notes have advised us that they intend to make a market in the notes, the underwriters will not be
obligated to do so and may discontinue any market

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making activities at any time in their sole discretion and without notice. No assurance can be given:

· that a trading market for the notes will develop or continue;

· as to the liquidity of any market that does develop; or

· as to your ability to sell any notes you may own or the price at which you may be able to sell your notes.
If an active trading market for the notes does not develop, the market price and liquidity of the notes may be adversely affected.

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USE OF PROCEEDS
We estimate that the aggregate net proceeds received from this offering, after deducting the underwriting discount and estimated
offering expenses payable by us, will be approximately $1,232.1 million. We will use the aggregate net proceeds from this offering
for general corporate purposes, including repayment of outstanding commercial paper borrowings and funding of future capital
expenditures. As of August 31, 2012, our outstanding commercial paper borrowings totaled approximately $670.2 million, and the
weighted average interest rate on such borrowings was 0.4565%. Affiliates of certain of the underwriters may hold our commercial
paper debt and may receive a portion of the net proceeds from this offering. See "Underwriting -- Conflicts of Interest."
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our consolidated ratio of earnings to fixed charges for the periods indicated.

Six Months

Ended

Year Ended December 31,

June 30,

2012
2011 2010 2009
2008
2007
Ratio of Earnings to Fixed Charges
8.34

6.87 2.40 5.50 32.50 17.64
In calculating the ratio of earnings to fixed charges, earnings represents the sum of net income, income tax provision and fixed
charges, less capitalized interest. Fixed charges represents interest (including capitalized interest), amortization of debt costs and the
portion of rental expense representing the interest factor.

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