Debt	3 Months Ended
Mar. 31, 2021
Debt [Abstract]
Debt	Note 6—Debt Our debt balance at March 31, 2021, was $ 20.0 billion compared with $ 15.4 billion at December 31, 2020. On January 15, 2021, we completed the acquisition of Concho in an all-stock transaction. In the acquisition, we assumed Concho’s publicly traded debt, with an outstanding principal balance of $ 3.9 billion, which was recorded at fair value of $ 4.7 billion on the acquisition date. Debt assumed consisted of the following: ● 3.75 % Notes due 2027 with principal of $ 1,000 million ● 4.3 % Notes due 2028 with principal of $ 1,000 million ● 2.4 % Notes due 2031 with principal of $ 500 million ● 4.875 % Notes due 2047 with principal of $ 800 million ● 4.85 % Notes due 2048 with principal of $ 600 million The adjustment to fair value of the senior notes of approximately $ 0.8 billion on the acquisition date will be amortized as an adjustment to interest expense over the remaining contractual terms of the senior notes. On February 8, 2021, we completed a debt exchange offer related to the debt assumed from Concho. Of the approximately $ 3.9 billion in aggregate principal amount of Concho’s senior notes offered in the exchange, 98 percent, or approximately $ 3.8 billion, were tendered and accepted. The new debt issued by ConocoPhillips has the same interest rates and maturity dates as the Concho senior notes. The portion not exchanged, approximately $ 67 million, remains outstanding across five series of senior notes issued by Concho. The debt exchange was treated as a debt modification for accounting purposes resulting in a portion of the unamortized fair value adjustment of the Concho senior notes allocated to the new debt issued by ConocoPhillips on the settlement date of the exchange. The new debt issued in the exchange is fully and unconditionally guaranteed by ConocoPhillips Company. See Note 3—Acquisitions and Dispositions, for more information on the acquisition. We have a revolving credit facility totaling $ 6.0 billion with an expiration date of May 2023. 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 rates offered by certain designated banks in the London interbank market or at a margin above the overnight federal funds rate or prime rates offered by certain designated banks in the U.S. The agreement calls for commitment fees on available, but unused, amounts. The 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 $ 6.0 billion of commercial paper, which is primarily a funding source for short-term working capital needs. Commercial paper maturities are generally limited to 90 days , and is included in the short-term debt on our consolidated balance sheet. With $ 300 million of commercial paper outstanding and no direct borrowings or letters of credit, we had access to $ 5.7 billion in available borrowing capacity under our revolving credit facility at March 31, 2021. At December 31, 2020, we had $ 300 million of commercial paper outstanding and no direct borrowings or letters of credit issued. In October 2020, Moody’s affirmed its rating of our senior long-term debt of “A3” with a “stable” outlook, and affirmed its rating of our short-term debt as “Prime-2.” In January 2021, Fitch affirmed its rating of our long- term debt as “A” with a “stable” outlook and affirmed its rating of our short-term debt as “F1+.” On January 25, 2021, S&P revised its industry risk assessment of the E&P industry to “Moderately High” from “Intermediate” based on a view of increasing risks from the energy transition, price volatility, and weaker profitability. On February 11, 2021, S&P downgraded its rating of our long-term debt from “A” to “A-” with a “stable” outlook and downgraded its rating of our short-term debt from “A-1” to “A-2.” 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 rating 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 March 31, 2021, 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.

The adjustment to fair value of the senior notes

of approximately $

0.8

billion on the acquisition date will be

amortized as an adjustment to interest expense over

the remaining contractual terms of the

senior notes.

On February 8, 2021, we completed a debt exchange

offer related to the debt assumed from Concho.

Of the

approximately $

3.9

billion in aggregate principal amount of Concho’s senior notes offered in the

exchange,

percent, or approximately $

3.8

billion, were tendered and accepted.

The new debt issued by ConocoPhillips

has the same interest rates and maturity dates

as the Concho senior notes.

The portion not exchanged,

approximately $

million, remains outstanding across five series

of senior notes issued by Concho.

The debt

exchange was treated as a debt modification

for accounting purposes resulting in a portion

of the unamortized

fair value adjustment of the Concho senior notes

allocated to the new debt issued by ConocoPhillips

on the

settlement date of the exchange.

The new debt issued in the exchange is fully

and unconditionally guaranteed

by ConocoPhillips Company.

See Note 3—Acquisitions and Dispositions,

for more information on the

acquisition.

We have a revolving credit facility totaling $

6.0

billion with an expiration date of May 2023.

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 rates offered by certain designated banks in the

London interbank market or at a margin above the overnight

federal funds rate or prime rates offered by

certain designated banks in the U.S.

The agreement calls for commitment fees

on available, but unused,

amounts.

The 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 $

6.0

billion of commercial paper, which is

primarily a funding source for short-term working capital

needs.

Commercial paper maturities are generally

limited to

90 days

, and is included in the short-term debt on our consolidated

balance sheet.

With $

300

million

of commercial paper outstanding and

direct borrowings or letters of credit, we had

access to $

5.7

billion in

available borrowing capacity under our revolving credit

facility at March 31, 2021.

At December 31, 2020, we

had $

300

million of commercial paper outstanding

and

direct borrowings or letters of credit issued.

In October 2020, Moody’s affirmed its rating of our senior long-term debt of “A3” with a “stable” outlook, and

affirmed its rating of our short-term debt as “Prime-2.” In January 2021, Fitch affirmed its rating of our long-

term debt as “A” with a “stable” outlook and affirmed its rating of our short-term debt as “F1+.” On January

25, 2021, S&P revised its industry risk assessment of the E&P industry to “Moderately High” from

“Intermediate” based on a view of increasing risks from the energy transition, price volatility, and weaker

profitability. On February 11, 2021, S&P downgraded its rating of our long-term debt from “A” to “A-” with a

“stable” outlook and downgraded its rating of our short-term debt from “A-1” to “A-2.” 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 rating 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 March 31, 2021, 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.