Obligation ConocoPhilips 5.75% ( US20825CAR51 ) en USD

ConocoPhilips

100 % ⇌

Etas-Unis

US20825CAR51 ( en USD )

5.75% par an ( paiement semestriel )

01/02/2019 - Obligation échue

Prospectus brochure de l'obligation ConocoPhillips US20825CAR51 en USD 5.75%, échue

2 000 USD

2 250 000 000 USD

20825CAR5

A- ( Qualité moyenne supérieure )

Baa2 ( Qualité moyenne inférieure )

ConocoPhillips est une société énergétique intégrée américaine, active dans l'exploration et la production de pétrole et de gaz naturel, ainsi que dans la fabrication et la commercialisation de produits pétroliers raffinés.

L'Obligation émise par ConocoPhilips ( Etas-Unis ) , en USD, avec le code ISIN US20825CAR51, paye un coupon de 5.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/02/2019

L'Obligation émise par ConocoPhilips ( Etas-Unis ) , en USD, avec le code ISIN US20825CAR51, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par ConocoPhilips ( Etas-Unis ) , en USD, avec le code ISIN US20825CAR51, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-133363

Registration No. 333-133363-03
CALCULATION OF REGISTRATION FEE

Title of Each Class of

Maximum Aggregate

Amount of
Securities to be Registered

Offering Price

Registration Fee
Senior Debt Securities of ConocoPhillips

$6,000,000,000

$235,800(1)
Guarantees of the Senior Debt Securities of
ConocoPhillips by ConocoPhillips Company

--
--(2)

(1) The registration fee of $235,800 is calculated in accordance with Rule 457(r) of the Securities Act of 1933,
as amended.

(2) No separate consideration is received for these guarantees. Accordingly, pursuant to Rule 457(n) under the
Securities Act, no registration fee is required with respect to such guarantees.
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Table of Contents
Prospectus Supplement
(To Prospectus dated April 18, 2006)

$1,500,000,000 4.75% Notes due 2014
$2,250,000,000 5.75% Notes due 2019
$2,250,000,000 6.50% Notes due 2039

fully and unconditionally
guaranteed by

ConocoPhillips Company

The 2014 notes will mature on February 1, 2014, the 2019 notes will mature on February 1, 2019 and the
2039 notes will mature on February 1, 2039. ConocoPhillips will pay interest on the notes of each series
semiannually on February 1 and August 1 of each year, beginning August 1, 2009. ConocoPhillips may elect
to redeem any or all of the notes of each series at any time for an amount equal to 100% of the principal
amount of the notes redeemed plus a make-whole premium plus accrued but unpaid interest to the redemption
date. The redemption prices are described beginning on page S-6 of this prospectus supplement. We use the
term "notes" to refer to all three series of notes collectively.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

Offering Proceeds

Public Offering
Underwriting to ConocoPhillips,

Price(1)
Discount
Before Expenses(1)

Per 2014 Note

99.719 %
0.350 %
99.369 %
Total
$ 1,495,785,000 $ 5,250,000 $ 1,490,535,000
Per 2019 Note

99.326 %
0.450 %
98.876 %
Total
$ 2,234,835,000 $ 10,125,000 $ 2,224,710,000
Per 2039 Note

98.560 %
0.750 %
97.810 %
Total
$ 2,217,600,000 $ 16,875,000 $ 2,200,725,000

(1) Plus accrued interest from February 3, 2009, if settlement occurs after that date.

Delivery of the notes in book-entry form only will be made through The Depository Trust Company,
Clearstream Banking S.A. and the Euroclear system on or about February 3, 2009, against payment in
immediately available funds.

Joint Book-Running Managers

Banc of America Securities LLC Barclays CapitalCredit Suisse

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CitiDeutsche Bank Securities RBS Greenwich Capital

Senior Co-Managers

SOCIETE GENERALE Mitsubishi UFJ Securities DnB NOR Markets

January 29, 2009
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You should rely only on the information we have included or incorporated by reference in
this prospectus supplement, the accompanying prospectus and any free writing prospectus that
we provide to you. We have not authorized anyone to provide you with any other information. If
you receive any unauthorized information, you must not rely on it. We are offering to sell the
notes only in places where sales are permitted. You should assume that the information we have
included in this prospectus supplement or the accompanying prospectus is accurate only as of
the date of this prospectus supplement or the accompanying prospectus and that any
information we have incorporated by reference is accurate only as of the date of the document
incorporated by reference.

TABLE OF CONTENTS

Page

Prospectus Supplement
Summary
S-1
Use of Proceeds
S-5
Ratio of Earnings to Fixed Charges
S-5
Description of the Notes
S-6
Certain United States Federal Tax Considerations for Non-U.S. Holders
S-12
Underwriting
S-14
Legal Matters
S-17

Prospectus
About This Prospectus

2
About ConocoPhillips

2
About ConocoPhillips Company

2
About the ConocoPhillips Trusts

3
Where You Can Find More Information

3
Forward-Looking Information

4
Use of Proceeds

5
Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred
6
Stock Dividends

Description of the Debt Securities

6
Description of Capital Stock
16
Description of Warrants
22
Description of Depositary Shares
23
Description of Stock Purchase Contracts and Stock Purchase Units
25
Description of the Trust Preferred Securities
26
Plan of Distribution
32
Legal Matters
33
Experts
33
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SUMMARY

This summary highlights selected information from this prospectus supplement and the
accompanying prospectus, but does not contain all information that may be important to you.
This prospectus supplement and the accompanying prospectus include specific terms of the
offering of the notes, information about our business and financial data. We encourage you to
read this prospectus supplement and the accompanying prospectus, together with the documents
incorporated by reference, in their entirety before making an investment decision.

In this prospectus supplement and the accompanying prospectus, we refer to
ConocoPhillips, its wholly owned and majority owned subsidiaries (including ConocoPhillips
Company) and its ownership interest in equity affiliates as "we" or "ConocoPhillips," unless
the context clearly indicates otherwise. Our ownership interest in equity affiliates includes
corporate entities, partnerships, limited liability companies and other ventures in which we
exert significant influence by virtue of our ownership interest, which is typically between 20%
and 50%.

The terms "2014 notes," "2019 notes" and "2039 notes" refer to the 4.75% Notes due
2014, the 5.75% Notes due 2019 and the 6.50% Notes due 2039, respectively, issued by
ConocoPhillips. The term "notes" refers to all three series of notes, collectively.

About ConocoPhillips and ConocoPhillips Company

ConocoPhillips is an international, integrated energy company. Headquartered in Houston,
Texas, ConocoPhillips had approximately 33,800 employees and $143 billion of assets as of
December 31, 2008. ConocoPhillips has four core activities worldwide: exploration and
production; petroleum refining, marketing, supply and transportation; natural gas gathering,
processing and marketing; and chemicals and plastics production and distribution. In addition,
ConocoPhillips is investing in several emerging businesses: power generation, bio-fuels,
alternative energy and technology programs.

ConocoPhillips Company is a direct, wholly owned operating subsidiary of ConocoPhillips.
In this prospectus supplement, we refer to ConocoPhillips Company as "CPCo."

Recent Developments

Fourth Quarter 2008 Results (unaudited)

On January 28, 2009, we announced our fourth quarter 2008 preliminary financial results.
For the fourth quarter of 2008, we reported a net loss of $31,764 million, or $21.37 per diluted
share, compared with net income of $4,371 million, or $2.71 per diluted share, in the fourth
quarter of 2007. Results for the fourth quarter of 2008 included:

· A $25.4 billion noncash after-tax impairment of our E&P segment's goodwill.

· A $7.4 billion noncash after-tax impairment of our investment in OAO LUKOIL, reducing
our carrying value to market value as of December 31, 2008.

· Estimated other impairments totaling approximately $1.3 billion after-tax.

· Estimated net gains on asset disposition of approximately $525 million, after-tax.

For the fiscal year 2008, we reported a net loss of $16,998 million, or $11.16 per diluted
share, compared with net income of $11,891 million, or $7.22 per diluted share, in 2007.

Sales and other operating revenues for the fourth quarter of 2008 totaled $44,504 million,
16 percent lower than $52,685 million in the fourth quarter of 2007. For fiscal 2008, sales and
other operating revenues were $240,842 million, 28 percent higher than $187,437 million in
2007.
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Cash flows from operating activities were $3,122 million in the fourth quarter of 2008, and
$22,658 million for the full year, compared with $6,920 million and $24,550 million in the
corresponding periods of 2007, respectively. Cash flows used in investing activities were
$7,458 million in the fourth quarter of 2008, and $17,616 million for the full year, compared
with $3,353 million and $8,562 million in the corresponding periods of 2007, respectively. Cash
flows provided by financing activities were $3,732 million in the fourth quarter of 2008, and
cash flows used in financing activities were $5,764 million for the full year, compared with cash
flows used in financing activities of $3,475 million and $15,340 million in corresponding
periods of 2007, respectively.

Our December 31, 2008, balance sheet reflected total assets of $142,865 million, total debt
of $27,455 million and stockholders' equity of $55,165 million. These amounts compare with
$177,757 million, $21,687 million and $88,983 million at December 31, 2007, respectively. The
reductions in total assets and stockholders' equity primarily reflect the significant impairment
charges noted above.

In addition to the above financial results, we also announced on January 28, 2009,
preliminary production volumes for our E&P segment of 1,842 thousand barrels of oil
equivalent (BOE) per day in the fourth quarter of 2008, and 1,767 thousand BOE per day for the
full 2008 year. This compares with 1,812 thousand BOE per day and 1,857 thousand BOE per
day in the corresponding periods of 2007, respectively. Earlier in January 2009, we announced
we expected our 2008 reserves replacement ratio to be in the range of 25 to 30 percent.
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The Offering

Securities Offered
$1,500 million principal amount of 4.75% Notes due 2014

$2,250 million principal amount of 5.75% Notes due 2019

$2,250 million principal amount of 6.50% Notes due 2039

Maturity Dates
February 1, 2014 for the 2014 notes

February 1, 2019 for the 2019 notes

February 1, 2039 for the 2039 notes

Interest Payment Dates
February 1 and August 1 of each year, commencing
August 1, 2009

Optional Redemption
ConocoPhillips may elect to redeem any or all of the notes
of a series at any time in principal amounts of $2,000 or any
integral multiple of $1,000 above that amount.
ConocoPhillips will pay an amount equal to the principal
amount of notes redeemed plus a make-whole premium.
ConocoPhillips will also pay accrued but unpaid interest to
the redemption date. Please read "Description of the
Notes -- Redemption."

Guarantees
CPCo will fully and unconditionally guarantee on a senior
unsecured basis the full and prompt payment of the principal
of and any premium and interest on the notes, when and as it
becomes due and payable, whether at maturity or otherwise.

Ranking
The notes will constitute senior unsecured debt of
ConocoPhillips and will rank:

· equally with its senior unsecured debt from time to time
outstanding;

· senior to its subordinated debt from time to time
outstanding; and

· effectively junior to its secured debt and to all debt and
other liabilities of its subsidiaries, other than CPCo, from
time to time outstanding.

Covenants
We will issue the notes under an indenture containing
covenants for your benefit. These covenants restrict our
ability, with certain exceptions, to:

· incur debt secured by liens;

· engage in sale/leaseback transactions; and

· merge, consolidate or transfer all or substantially all of our
assets.

Lack of a Public Market for the There are no existing trading markets for the notes, and
Notes
there can be no assurance regarding:

· any future development or liquidity of a trading market for
any series of notes;

· your ability to sell your notes at all; or
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