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Debt
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Debt
Note 9—Debt
Long-term debt at December 31 was:
Millions of Dollars
20232022
7.65% Debentures due 2023
— 78 
2.125% Notes due 2024
461 900 
3.35% Notes due 2024
265 426 
2.4% Notes due 2025
366 900 
8.2% Notes due 2025
134 134 
3.35% Debentures due 2025
199 199 
6.875% Debentures due 2026
67 67 
7.8% Debentures due 2027
203 203 
3.75% Notes due 2027
196 196 
4.3% Notes due 2028
223 223 
7.375% Debentures due 2029
92 92 
7.0% Debentures due 2029
112 112 
6.95% Notes due 2029
1,195 1,195 
8.125% Notes due 2030
390 390 
2.4% Notes due 2031
227 227 
7.2% Notes due 2031
447 447 
7.25% Notes due 2031
400 400 
7.4% Notes due 2031
382 382 
5.9% Notes due 2032
505 505 
5.05% Notes due 2033
1,000 — 
4.15% Notes due 2034
246 246 
5.95% Notes due 2036
326 326 
5.951% Notes serially maturing 2022 through 2037
603 631 
5.9% Notes due 2038
350 350 
6.5% Notes due 2039
1,588 1,588 
3.758% Notes due 2042
785 785 
4.3% Notes due 2044
750 750 
5.95% Notes due 2046
329 329 
7.9% Debentures due 2047
60 60 
4.875% Notes due 2047
319 319 
4.85% Notes due 2048
219 219 
3.8% Notes due 2052
1,100 1,100 
5.3% Notes due 2053
1,100 — 
5.55% Notes due 2054
1,000 — 
4.025% Notes due 2062
1,770 1,770 
5.70% Notes due 2063
700 — 
Marine Terminal Revenue Refunding Bonds due 2031 at 1.65% – 4.70% during 2023 and 0.07% – 4.10% during 2022
265 265 
Industrial Development Bonds due 2035 at 1.85% – 4.70% during 2023 and 0.07% – 4.10% during 2022
18 18 
Other21 23 
Debt at face value18,413 15,855 
Finance leases1,129 1,320 
Net unamortized premiums, discounts and debt issuance costs(605)(532)
Total debt18,937 16,643 
Short-term debt(1,074)(417)
Long-term debt$17,863 16,226 
The principal amounts of long-term debt, excluding finance lease obligations, maturing in 2024 through 2028 are: $759 million, $735 million, $104 million, $438 million, and $265 million, respectively.

2023
In December 2023, the company retired $78 million principal amount of our 7.65 percent Notes at maturity. In the third quarter of 2023, we issued $2.7 billion in new Notes through our universal shelf registration statement and prospectus supplement. The net proceeds were used to fund the acquisition of the remaining 50 percent working interest in Surmont which closed in October 2023. See Note 3. The following Notes were issued:
•5.05% Notes due 2033 with principal of $1.0 billion
•5.55% Notes due 2054 with principal of $1.0 billion
•5.70% Notes due 2063 with principal of $0.7 billion

In the second quarter of 2023, as described further below, we initiated and completed two concurrent transactions as part of our debt refinancing strategy. We issued $1.1 billion in new Notes through our universal shelf registration statement and prospectus supplement and used the proceeds to repurchase $1.1 billion of existing debt.

Debt Issuance
On May 23, 2023, we issued 5.3% Notes due 2053 with principal of $1.1 billion.

Tender Offers
On May 25, 2023, we repurchased a total of $1,133 million aggregate principal amount of debt as listed below. We paid $33 million below face value to repurchase these debt instruments and recognized a gain on debt extinguishment of $27 million, which is included in the "Other expenses" line on our consolidated income statement.
•2.125% Notes due 2024 with principal of $900 million (partial repurchase of $439 million)
•3.350% Notes due 2024 with principal of $426 million (partial repurchase of $160 million)
•2.400% Notes due 2025 with principal of $900 million (partial repurchase of $534 million)

2022
In December 2022, the company retired $329 million principal amount of our 2.40 percent Notes at maturity. In May 2022, we redeemed $1,250 million principal amount of our 4.95 percent Notes due 2026. We paid premiums above face value of $79 million to redeem the debt and recognized a loss on debt extinguishment of $83 million which is included in the "Other expenses" line on our consolidated income statement. We also paid $500 million to retire the outstanding principal amount of the floating rate notes due 2022 at maturity.

In the first quarter of 2022, we completed a debt refinancing consisting of three concurrent transactions: a tender offer to repurchase existing debt for cash; exchange offers to retire certain debt in exchange for new debt and cash; and a new debt issuance to partially fund the cash paid in the tender and exchange offers.

Tender Offer
In March 2022, we repurchased a total of $2,716 million aggregate principal amount of debt as listed below. We paid premiums above face value of $333 million to repurchase these debt instruments and recognized a gain on debt extinguishment of $155 million, which is included in the "Other expenses" line on our consolidated income statement.
•3.75% Notes due 2027 with principal of $1,000 million (partial repurchase of $804 million)
•4.3% Notes due 2028 with principal of $1,000 million (partial repurchase of $777 million)
•2.4% Notes due 2031 with principal of $500 million (partial repurchase of $273 million)
•4.875% Notes due 2047 with principal of $800 million (partial repurchase of $481 million)
•4.85% Notes due 2048 with principal of $600 million (partial repurchase of $381 million)

Exchange Offers
Also in March 2022, we completed two concurrent debt exchange offers through which $2,544 million of aggregate principal of existing notes was tendered and accepted in exchange for a combination of new notes and cash. The debt exchange offers were treated as debt modifications for accounting purposes resulting in a portion of the unamortized debt discount, premiums and debt issuance costs of the existing notes being allocated to the new notes on the settlement dates of the exchange offers. We paid premiums above face value of $883 million, comprised of $872 million of cash as well as new notes, which were capitalized as additional debt discount. We incurred expenses of $28 million in the exchanges, which are included in the "Other expenses" line on our consolidated income statement.
The notes tendered and accepted in the exchange offers were:

•7.0% Debentures due 2029 with principal amount of $200 million (partial exchange of $88 million)
•6.95% Notes due 2029 with principal amount of $1,549 million (partial exchange of $354 million)
•7.4% Notes due 2031 with principal amount of $500 million (partial exchange of $118 million)
•7.25% Notes due 2031 with principal amount of $500 million (partial exchange of $100 million)
•7.2% Notes due 2031 with principal amount of $575 million (partial exchange of $128 million)
•5.95% Notes due 2036 with principal amount of $500 million (partial exchange of $174 million)
•5.9% Notes due 2038 with principal amount of $600 million (partial exchange of $250 million)
•6.5% Notes due 2039 with principal amount of $2,750 million (partial exchange of $1,162 million)
•5.95% Notes due 2046 with principal amount of $500 million (partial exchange of $171 million)

The notes tendered and accepted were exchanged for the following notes:
•3.758% Notes due 2042 with principal amount of $785 million
•4.025% Notes due 2062 with principal amount of $1,770 million

Debt Issuance
In March 2022, we issued the following notes:
•2.125% Notes due 2024 with principal of $900 million
•2.4% Notes due 2025 with principal of $900 million
•3.8% Notes due 2052 with principal of $1,100 million

Revolving Credit Facility and Credit Rating Information
In 2022, we refinanced our revolving credit facility from a total borrowing capacity of $6.0 billion down to $5.5 billion with an expiration date of February 2027. Our revolving credit facility may be used for direct bank borrowings, the issuance of letters of credit totaling up to $500 million, or as support for our commercial paper program. The revolving credit facility is broadly syndicated among financial institutions and does not contain any material adverse change provisions or any covenants requiring maintenance of specified financial ratios or credit ratings. The facility agreement contains a cross-default provision relating to the failure to pay principal or interest on other debt obligations of $200 million or more by ConocoPhillips, or any of its consolidated subsidiaries. The amount of the facility is not subject to redetermination prior to its expiration date.
Credit facility borrowings may bear interest at a margin above the Secured Overnight Financing Rate (SOFR). The facility agreement calls for commitment fees on available, but unused, amounts. The facility agreement also contains early termination rights if our current directors or their approved successors cease to be a majority of the Board of Directors.
The revolving credit facility supports our ability to issue up to $5.5 billion of commercial paper. Commercial paper is generally limited to maturities of 90 days and is included in short-term debt on our consolidated balance sheet. With no commercial paper outstanding and no direct borrowings or letters of credit, we had access to $5.5 billion in available borrowing capacity under our revolving credit facility at December 31, 2023 and December 31, 2022.
For information on Finance Leases, see Note 15.
The current credit ratings on our long-term debt are:
•Fitch: “A” with a “stable” outlook
•S&P: “A-” with a “stable” outlook
•Moody's: "A2" with a "stable" outlook

We do not have any ratings triggers on any of our corporate debt that would cause an automatic default, and thereby impact our access to liquidity upon downgrade of our credit ratings. If our credit ratings are downgraded from their current levels, it could increase the cost of corporate debt available to us and restrict our access to the commercial paper markets. If our credit ratings were to deteriorate to a level prohibiting us from accessing the commercial paper market, we would still be able to access funds under our revolving credit facility.
At both December 31, 2023 and 2022, we had $283 million of certain variable rate demand bonds (VRDBs) outstanding with maturities ranging through 2035. The VRDBs are redeemable at the option of the bondholders on any business day. If they are ever redeemed, we have the ability and intent to refinance on a long-term basis, therefore, the VRDBs are included in the “Long-term debt” line on our consolidated balance sheet.