8-KOther EventsExhibits & Filings

CONOCOPHILLIPS 8-K Report, Corporate Update (Apr 11, 2006)

Filed April 11, 2006For Securities:COP

Summary

ConocoPhillips filed an 8-K on April 11, 2006, to report on a significant debt offering. The company, through its subsidiary ConocoPhillips Australia Funding Company, entered into a Terms Agreement for the public offering of notes totaling $2.5 billion. This offering consists of ConocoPhillips's $1 billion in Floating Rate Notes due 2007, and ConocoPhillips Australia Funding Company's $1.25 billion in Floating Rate Notes due 2009 and $750 million in 5.50% Notes due 2013. These notes are unconditionally guaranteed by ConocoPhillips and its affiliate, ConocoPhillips Company. The filing includes the Terms Agreement, related indentures, and forms of the notes, providing transparency on the terms of this substantial financing. Investors should note the different maturity dates and interest rate structures (floating vs. fixed) of the various note series, as well as the guarantees in place.

Key Highlights

  • 1ConocoPhillips and its subsidiary, ConocoPhillips Australia Funding Company, are issuing new debt totaling $2.5 billion.
  • 2The offering includes $1 billion of ConocoPhillips Floating Rate Notes due April 11, 2007.
  • 3ConocoPhillips Australia Funding Company is issuing $1.25 billion of Floating Rate Notes due April 9, 2009, and $750 million of 5.50% Notes due 2013.
  • 4All issued notes are fully and unconditionally guaranteed by ConocoPhillips and ConocoPhillips Company.
  • 5The debt issuance is structured through a Terms Agreement with several underwriters.
  • 6The filing incorporates by reference a prospectus supplement and prospectus dated April 6, 2006, for detailed terms.
  • 7Key legal documents, including the Terms Agreement and forms of the indentures and notes, are filed as exhibits.

Frequently Asked Questions

ConocoPhillips and its subsidiary, ConocoPhillips Australia Funding Company, are issuing a combined total of $2.5 billion in notes. This includes $1 billion from ConocoPhillips and $1.5 billion from the subsidiary.

Yes, all the notes issued in this offering, whether by ConocoPhillips or its subsidiary ConocoPhillips Australia Funding Company, are fully and unconditionally guaranteed by both ConocoPhillips and ConocoPhillips Company.

There are three series of notes: ConocoPhillips Floating Rate Notes due April 11, 2007 ($1 billion), ConocoPhillips Australia Funding Company Floating Rate Notes due April 9, 2009 ($1.25 billion), and ConocoPhillips Australia Funding Company 5.50% Notes due 2013 ($750 million).

Detailed information about the terms of these notes is available in the prospectus supplement and related prospectus filed by ConocoPhillips, Funding, and CPCo on April 6, 2006, which is incorporated by reference in this 8-K filing. The specific indentures and forms of the notes are also filed as exhibits.