Item 1.01 Entry into a Material Definitive Agreement.

On April 8, 2020, EOG Resources, Inc. (EOG) entered into an underwriting agreement (Underwriting Agreement) with Citigroup Global Markets Inc., J.P. Morgan Securities LLC and the other underwriters identified therein (collectively, Underwriters) relating to the sale of $750 million aggregate principal amount of EOG's 4.375% Senior Notes due 2030 (2030 Notes) and $750 million aggregate principal amount of EOG's 4.950% Senior Notes due 2050 (together with the 2030 Notes, the Notes), subject to the terms and conditions therein. The Underwriting Agreement contains customary representations and warranties on EOG's part. The Underwriting Agreement also contains customary indemnification and contribution provisions whereby EOG and the Underwriters have agreed to indemnify each other against certain liabilities.

The offering of the Notes pursuant to the Underwriting Agreement is expected to close on April 14, 2020. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

EOG offered the Notes pursuant to a Prospectus Supplement dated April 8, 2020, which was filed with the United States Securities and Exchange Commission on April 9, 2020, and which forms part of EOG's shelf registration statement on Form S-3 (Registration No. 333-228827). The Notes will be issued under an indenture (the Indenture), dated as of May 18, 2009, by and between EOG, as issuer, and Wells Fargo Bank, National Association, as trustee.

Relationships

The underwriters and certain of their affiliates have engaged in, and may in the future engage in, investment banking, commercial banking and other commercial dealings with EOG in the ordinary course of business for which they received, or will receive, customary fees and expense reimbursement. In particular, affiliates of certain of the underwriters act as agent and/or are lenders under EOG's revolving credit agreement. In addition, Wells Fargo Securities, LLC (one of the Underwriters) is an affiliate of Wells Fargo Bank, National Association, the trustee under the Indenture.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits




  *1.1        Underwriting Agreement, dated April 8, 2020, by and among EOG,
            Citigroup Global Markets Inc. and J.P. Morgan Securities LLC and the
            other underwriters named therein.

  104       Cover Page Interactive Data File (formatted as Inline XBRL).




* Exhibit filed herewith

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