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Debt
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Debt
Note 8—Debt
Long-term debt at December 31 was:
Millions of Dollars
20242023
2.125% Notes due 2024
— 461 
3.35% Notes due 2024
— 265 
2.4% Notes due 2025
366 366 
8.2% Debentures due 2025
134 134 
3.35% Notes due 2025
199 199 
6.875% Debentures due 2026
67 67 
7.8% Debentures due 2027
120 203 
4.4% Notes due 2027
424 — 
3.75% Notes due 2027
196 196 
4.3% Notes due 2028
223 223 
7.375% Debentures due 2029
66 92 
7.0% Debentures due 2029
95 112 
5.3% Notes due 2029
86 — 
6.95% Notes due 2029
705 1,195 
4.7% Notes due 2030
1,350 — 
8.125% Notes due 2030
207 390 
2.4% Notes due 2031
227 227 
7.2% Notes due 2031
447 447 
7.25% Notes due 2031
268 400 
7.4% Notes due 2031
232 382 
4.85% Notes due 2032
650 — 
6.8% Notes due 2032
180 — 
5.9% Notes due 2032
505 505 
5.05% Notes due 2033
1,000 1,000 
5.70% Notes due 2034
103 — 
4.15% Notes due 2034
246 246 
5.00% Notes due 2035
1,250 — 
5.95% Notes due 2036
326 326 
5.951% Notes serially maturing 2022 through 2037
573 603 
6.6% Notes due 2037
335 — 
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 
5.20% Notes due 2045
186 — 
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 1,100 
5.55% Notes due 2054
1,000 1,000 
5.500% Notes due 2055
1,300 — 
4.025% Notes due 2062
1,770 1,770 
5.70% Notes due 2063
700 700 
5.65% Notes due 2065
650 — 
Marine Terminal Revenue Refunding Bonds due 2031 at 1.78% – 4.80% during 2024 and 1.65% – 4.70% during 2023
265 265 
Industrial Development Bonds due 2035 at 1.78% – 4.22% during 2024 and 1.85% – 4.70% during 2023
18 18 
St. John the Baptist Parish, State of Louisiana—Revenue Refunding Bonds due 20371: $200 at 2.20%, $200 at 2.375%, $200 at 4.05%, $400 at 3.30%1
1,000 — 
Other16 21 
Debt at face value24,085 18,413 
Finance leases940 1,129 
Net unamortized premiums, discounts and debt issuance costs(701)(605)
Total debt24,324 18,937 
Short-term debt(1,035)(1,074)
Long-term debt$23,289 17,863 
1Future mandatory purchase dates for these bonds: July 1, 2026 for the 2.20% bonds of $200 million, 2.375% bonds of $200 million, 4.05% bonds of $200 million and July 3, 2028 for the 3.30% bonds of $400 million. Subsequent to the mandatory purchase dates, we will also have the right to remarket
these bonds any time up to the 2037 maturity date.
The principal amounts of long-term debt, excluding finance lease obligations, maturing in 2025 through 2029 are: $735 million, $704 million, $778 million, $664 million and $997 million, respectively.

2024
In the fourth quarter of 2024, we acquired Marathon Oil and assumed its outstanding debt upon close. Shortly thereafter, we launched and completed concurrent debt transactions consisting of: tender offers to repurchase certain existing Marathon Oil and ConocoPhillips debt for cash (with priority for Marathon Oil debt assumed), an obligor exchange offer to retire certain Marathon Oil debt in exchange for new ConocoPhillips debt, new debt issuances to fund the repurchase tender offers and the remarketing of available municipal bonds. See Note 3.

Marathon Oil Debt Assumed at Fair Value
In November 2024, we completed the acquisition of Marathon Oil. As part of the acquisition, we assumed Marathon Oil's publicly traded debt, with an outstanding principal balance of $4.6 billion, which was recorded at fair value of $4.7 billion. See Note 3.
•4.4% Notes due 2027 with principal amount of $1,000 million
•5.3% Notes due 2029 with principal amount of $600 million
•6.8% Notes due 2032 with principal amount of $550 million
•5.7% Notes due 2034 with principal amount of $600 million
•6.6% Notes due 2037 with principal amount of $750 million
•5.2% Notes due 2045 with principal amount of $500 million
•St. John the Baptist Parish, State of Louisiana—Revenue Refunding Bonds due 2037 with future mandatory purchase dates of July 1, 2026:
◦2.20% Bonds with principal amount of $200 million
◦2.375% Bonds with principal amount of $200 million
◦4.05% Bonds with principal amount of $200 million
Repurchase Offers
In December 2024, we completed tender offers through which we repurchased a total of $3,768 million in aggregate principal amount of debt as listed below. We paid premiums above face value of $283 million to repurchase these debt instruments.

Marathon Oil Debt Repurchased:
•4.4% Notes due 2027 partial repurchase of $576 million
•5.3% Notes due 2029 partial repurchase of $514 million
•6.8% Notes due 2032 partial repurchase of $370 million
•5.7% Notes due 2034 partial repurchase of $497 million
•6.6% Notes due 2037 partial repurchase of $415 million
•5.2% Notes due 2045 partial repurchase of $314 million

ConocoPhillips Debt Repurchased:
•7.8% Debentures due 2027 with principal amount of $203 million (partial repurchase of $83 million)
•7.0% Debentures due 2029 with principal amount of $112 million (partial repurchase of $17 million)
•7.375% Debentures due 2029 with principal amount of $92 million (partial repurchase of $26 million)
•6.95% Notes due 2029 with principal amount of $1,195 million (partial repurchase of $490 million)
•8.125% Notes due 2030 with principal amount of $390 million (partial repurchase of $183 million)
•7.4% Notes due 2031 with principal amount of $382 million (partial repurchase of $151 million)
•7.25% Notes due 2031 with principal amount of $400 million (partial repurchase of $132 million)

Exchange Offer
Concurrently in December 2024, we completed a debt exchange offer through which $863 million in aggregate principal of existing Marathon Oil notes were tendered and accepted in exchange for $862 million of new ConocoPhillips notes. The debt exchange offers were treated as debt modifications for accounting purposes resulting in a portion of the unamortized debt discount and premiums of the existing notes being allocated to the new notes on the settlement dates of the exchange offers. No premiums were paid to bondholders in this exchange offer.

The notes tendered and accepted in the exchange offers were:
•4.4% Notes due 2027 partial exchange of $228 million
•5.3% Notes due 2029 partial exchange of $59 million
•6.8% Notes due 2032 partial exchange of $102 million
•5.7% Notes due 2034 partial exchange of $63 million
•6.6% Notes due 2037 partial exchange of $259 million
•5.2% Notes due 2045 partial exchange of $151 million

New Debt Issuance
In December 2024, we issued new debt of $5.2 billion through our universal shelf registration statement and prospectus supplement consisting of the following new notes and used the proceeds to repurchase existing debt as discussed:
•4.7% Notes due 2030 with principal of $1,350 million
•4.85% Notes due 2032 with principal of $650 million
•5.0% Notes due 2035 with principal of $1,250 million
•5.5% Notes due 2055 with principal of $1,300 million
•5.65% Notes due 2065 with principal of $650 million

Municipal Bonds Reoffering and Issuance
We completed a $400 million remarketing of sub-series 2017C bonds that are part of the $1 billion St. John the Baptist Parish, State of Louisiana—Revenue Refunding Bonds Series 2017. The bonds are subject to an interest rate of 3.30% and a mandatory purchase date of July 3, 2028.

As a result of the concurrent debt transactions as described above, we recognized a net loss on debt extinguishments of $173 million which is included in the "Other expenses" line on our consolidated income statement.

Other Debt Activity
Apart from the concurrent debt transactions discussed above, in November 2024, the company retired $265 million principal amount of our 3.35% Notes at maturity and in March 2024, the company retired $461 million principal amount of our 2.125% Notes at maturity.
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.

Repurchase 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)

Revolving Credit Facility and Credit Rating Information
We have a revolving credit facility totaling $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, 2024 and December 31, 2023.
For information on Finance Leases, see Note 14.
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, 2024 and 2023, 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.