Item 8.01 Other Events.

On December 4, 2012, ConocoPhillips Company ("CPCo"), a Delaware corporation and wholly owned subsidiary of ConocoPhillips, a Delaware corporation ("ConocoPhillips"), entered into a Terms Agreement (including the provisions of the Underwriting Agreement incorporated by reference in the Terms Agreement), dated December 4, 2012 (the "Terms Agreement"), among CPCo, ConocoPhillips and the several Underwriters named in Schedule A to the Terms Agreement, relating to the underwritten public offering by CPCo of $1,000,000,000 aggregate principal amount of its 1.05% Notes due 2017 (the "2017 Notes") and $1,000,000,000 aggregate principal amount of its 2.40% Notes due 2022 (the "2022 Notes" and, together with the 2017 Notes, the "Notes"), in each case fully and unconditionally guaranteed by ConocoPhillips, to be issued pursuant to the Indenture, dated as of December 7, 2012 (the "Indenture"), among CPCo, as issuer, ConocoPhillips, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee. The terms of the Notes are further described in the prospectus supplement of ConocoPhillips and CPCo dated December 4, 2012, together with the related prospectus dated December 4, 2012, as filed with the Securities and Exchange Commission under Rule 424(b)(2) of the Securities Act of 1933 on December 5, 2012, which description is incorporated herein by reference.

A copy of the Terms Agreement (including the provisions of the Underwriting Agreement incorporated by reference in the Terms Agreement), the Indenture and the form of the terms of Notes of each series have been filed as Exhibits 1.1, 4.1 and 4.2, respectively, to this report and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. See "Index to Exhibits" attached to this Current Report on Form 8-K, which is incorporated by reference herein.

- 2 -

---