Obligation ConocoPhilips 4.6% ( US20825CAT18 ) en USD

Société émettrice ConocoPhilips
Prix sur le marché 100 %  ⇌ 
Pays  Etas-Unis
Code ISIN  US20825CAT18 ( en USD )
Coupon 4.6% par an ( paiement semestriel )
Echéance 15/01/2015 - Obligation échue



Prospectus brochure de l'obligation ConocoPhillips US20825CAT18 en USD 4.6%, échue


Montant Minimal 2 000 USD
Montant de l'émission 1 500 000 000 USD
Cusip 20825CAT1
Notation Standard & Poor's ( S&P ) NR
Notation Moody's NR
Description détaillée 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 US20825CAT18, paye un coupon de 4.6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2015

L'Obligation émise par ConocoPhilips ( Etas-Unis ) , en USD, avec le code ISIN US20825CAT18, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par ConocoPhilips ( Etas-Unis ) , en USD, avec le code ISIN US20825CAT18, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).







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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-157547


Registration No. 333-157547-02

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

$2,955,530,000

$164,919 (1)
Guarantees of Senior Debt Securities of
ConocoPhillips by ConocoPhillips Company


--


-- (2)










(1) The registration fee of $164,919 is calculated in accordance with Rule 457(r) of the Securities At of 1933, as amended.

(2) No separate consideration is received for these guarantees. Accordingly, pursuant to Rule 457(n) under the Securities Act of
1933, as amended, no registration fee is required with respect to such guarantees.

Prospectus Supplement
(To Prospectus dated February 26, 2009)

$1,500,000,000 4.60% Notes due 2015
$1,000,000,000 6.00% Notes due 2020
$500,000,000 6.50% Notes due 2039

fully and unconditionally
guaranteed by

ConocoPhillips Company




The 2015 notes will mature on January 15, 2015, the 2020 notes will mature on January 15, 2020 and the 2039 notes will mature
on February 1, 2039. ConocoPhillips will pay interest on the 2015 notes and 2020 notes semiannually on January 15 and July 15
of each year, beginning January 15, 2010, and will pay interest on the 2039 notes 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.

The 2039 notes constitute a further issuance of our 6.50% Notes due 2039, which were issued originally on February 3, 2009.
The 2039 notes offered by this prospectus supplement and the previously issued 2039 notes will be treated as a single class of
debt securities under the indenture described herein. Upon completion of this offering, $2,750 million in aggregate principal
amount of 2039 notes will be outstanding.




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

Discount

Before Expenses

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Per 2015 Note


99.911 %

0.35 %

99.561 %
Total(1)

$ 1,498,665,000
$ 5,250,000
$ 1,493,415,000
Per 2020 Note


99.247 %

0.45 %

98.797 %
Total(1)

$ 992,470,000
$ 4,500,000
$ 987,970,000
Per 2039 Note(2)


92.879 %

0.75 %

92.129 %
Total(2)

$ 464,395,000
$ 3,750,000
$ 460,645,000


(1) Plus accrued interest from May 21, 2009, if settlement occurs after that date.

(2) Plus accrued interest from February 3, 2009 to the date of delivery. The public offering price
and proceeds to ConocoPhillips for the 2039 notes do not include an aggregate of
$9,750,000 of accrued interest (1.95% per 2039 note) on those notes for such period. This
pre-issuance accrued interest will be paid on August 1, 2009 to the holders of the 2039 notes
on the applicable record date along with interest accrued on the 2039 notes from the date of
delivery to August 1, 2009.

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 May 21, 2009, against payment in immediately available funds.



Joint Book-Running Managers
Citi
Deutsche Bank Securities
RBS

Banc of America Securities LLC Barclays Capital Credit Suisse J. P. Morgan



Senior Co-Managers
DnB NOR Markets
Mitsubishi UFJ Securities
SOCIETE GENERALE




Co-Managers






BNP PARIBAS

CALYON

Daiwa Securities America Inc.
HSBC

ING WHOLESALE

Mizuho Securities USA Inc.


UBS Investment Bank


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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.

This document is in two parts. The first part is this prospectus supplement, which describes the terms of this
offering of notes and certain terms of the notes and the guarantees. The second part is the accompanying
prospectus, which gives more general information. If the information varies between this prospectus
supplement and the accompanying prospectus, you should rely on the information in this prospectus
supplement.


TABLE OF CONTENTS







Page

Prospectus Supplement
Summary
S-1
Use of Proceeds
S-4
Ratio of Earnings to Fixed Charges
S-4
Description of the Notes
S-5
S-
Certain United States Federal Tax Considerations for Non-U.S. Holders
11
S-
Underwriting
13
S-
Legal Matters
16

Prospectus
About This Prospectus

2
About ConocoPhillips

2
About ConocoPhillips Company

2
About the ConocoPhillips Trusts

2
Where You Can Find More Information

4
Forward-Looking Information

5
Use of Proceeds

7
Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock
Dividends

7
Description of the Debt Securities

8
Description of Capital Stock
18
Description of Warrants
24
Description of Depositary Shares
25
Description of Stock Purchase Contracts and Stock Purchase Units
28
Description of the Trust Preferred Securities
29
Plan of Distribution
35
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Legal Matters
36
Experts
36
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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 "2015 notes," "2020 notes" and "2039 notes" refer to the 4.60% Notes due 2015, the 6.00% Notes due
2020 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 31,000 employees and $143 billion of assets as of March 31, 2009. 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."

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The Offering

Securities Offered
$1,500 million principal amount of 4.60% Notes due 2015

$1,000 million principal amount of 6.00% Notes due 2020

$500 million principal amount of 6.50% Notes due 2039

The 2039 notes constitute a further issuance of our 6.50% Notes due
2039, which were issued originally on February 3, 2009. The 2039 notes
offered by this prospectus supplement and the previously issued 2039
notes will be treated as a single class of debt securities under the
indenture described herein. Upon completion of this offering,
$2,750 million in aggregate principal amount of 2039 notes will be
outstanding.

Maturity Dates
January 15, 2015 for the 2015 notes

January 15, 2020 for the 2020 notes

February 1, 2039 for the 2039 notes

Interest Payment Dates
January 15 and July 15 of each year, commencing January 15, 2010 for
the 2015 notes and 2020 notes

February 1 and August 1 of each year, commencing August 1, 2009 for
the 2039 notes

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

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

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Lack of a Public Market for the
There are no existing trading markets for the 2015 notes and 2020 notes.
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

· the prices at which you may be able to sell your notes.

Future trading prices of the notes will depend on many factors, including:

· prevailing interest rates;

· our operating results and financial condition; and

· the markets for similar securities.

We do not currently intend to apply for the listing of the notes on any
securities exchange or for quotation of the notes in any dealer quotation
system.

Use of Proceeds
We expect the net proceeds from the offering of the notes to be
approximately $2,941 million, after deducting underwriting discounts
and estimated expenses of the offering that we will pay. We expect to
use the net proceeds to reduce outstanding commercial paper and for
other general corporate purposes.

Further Issues
The 2039 notes constitute a further issuance of our 6.50% Notes due
2039, which were issued originally on February 3, 2009 in an aggregate
principal amount of $2,250 million. Upon completion of this offering,
$2,750 million in aggregate principal amount of 2039 notes will be
outstanding. The 2015 notes will be limited initially to $1,500 million in
aggregate principal amount and the 2020 notes will be limited initially to
$1,000 million in aggregate principal amount. We may, however,
"reopen" each series of notes and issue an unlimited principal amount of
additional notes of that series in the future without the consent of the
holders.

Governing Law
The notes will be governed by, and construed in accordance with, the
laws of the State of New York.

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Document Outline