Debt

12 Months Ended

Dec. 31, 2016

Note 11—Debt

Long-term debt at December 31 was:
		Millions of Dollars
		2016		2015

9.125% Debentures due 2021		$	150	150
8.20% Debentures due 2025			150	150
8.125% Notes due 2030			600	600
7.9% Debentures due 2047			100	100
7.8% Debentures due 2027			300	300
7.65% Debentures due 2023			88	88
7.40% Notes due 2031			500	500
7.375% Debentures due 2029			92	92
7.25% Notes due 2031			500	500
7.20% Notes due 2031			575	575
7% Debentures due 2029			200	200
6.95% Notes due 2029			1,549	1,549
6.875% Debentures due 2026			67	67
6.65% Debentures due 2018			297	297
6.50% Notes due 2039			2,750	2,750
6.00% Notes due 2020			1,000	1,000
5.951% Notes due 2037			645	645
5.95% Notes due 2036			500	500
5.95% Notes due 2046			500	-
5.90% Notes due 2032			505	505
5.90% Notes due 2038			600	600
5.75% Notes due 2019			2,250	2,250
5.625% Notes due 2016			-	1,250
5.20% Notes due 2018			500	500
4.95% Notes due 2026			1,250	-
4.30% Notes due 2044			750	750
4.20% Notes due 2021			1,250	-
4.15% Notes due 2034			500	500
3.35% Notes due 2024			1,000	1,000
3.35% Notes due 2025			500	500
2.875% Notes due 2021			750	750
2.4% Notes due 2022			1,000	1,000
2.2% Notes due 2020			500	500
1.5% Notes due 2018			750	750
1.05% Notes due 2017			1,000	1,000
Floating rate term loan due 2019 at 1.94% – 2.31% during 2016			1,450	-
Floating rate notes due 2018 at 0.69% – 1.24% during 2016			250	250
	and 0.61% – 0.69% during 2015
Floating rate notes due 2022 at 1.26% – 1.81% during 2016			500	500
	and 1.18% – 1.26% during 2015
Commercial paper at 0.16% – 0.80% during 2015			-	803
Industrial Development Bonds due 2016 through 2038 at 0.01% – 0.91% during
	2016 and 0.01% – 0.13% during 2015		18	18
Marine Terminal Revenue Refunding Bonds due 2031 at 0.01% – 0.95% during
	2016 and 0.01% – 0.14% during 2015		265	265
Other			24	24
Debt at face value			26,175	23,778
Capitalized leases			852	818
Net unamortized premiums, discounts and debt issuance costs			248	284
Total debt			27,275	24,880
Short-term debt			(1,089)	(1,427)
Long-term debt		$	26,186	23,453

Maturities of long-term borrowings, inclusive of net unamortized premiums and discounts, in 2017 through 2021 are: $1,089 million, $1,894 million, $3,784 million, $1,593 million and $2,235 million, respectively.

In the first quarter of 2016, we reduced our revolving credit facility, expiring in June 2019, from $7.0 billion to $6.75 billion. Our revolving credit facility may be used for direct bank borrowings, for the issuance of letters of credit totaling up to $500 million, or as support for our commercial paper programs. 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.

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 United States. 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.

We have two commercial paper programs supported by our $6.75 billion revolving credit facility: the ConocoPhillips $6.25 billion program, primarily a funding source for short-term working capital needs, and the ConocoPhillips Qatar Funding Ltd. $500 million program, which is used to fund commitments relating to QG3. Commercial paper maturities are generally limited to 90 days.

At both December 31, 2016 and 2015, we had no direct outstanding borrowings under the revolving credit facility, with no letters of credit as of December 31, 2016 and 2015. Under the ConocoPhillips Qatar Funding Ltd. commercial paper program, no commercial paper was outstanding at December 31, 2016, compared with $803 million at December 31, 2015. Since we had no commercial paper outstanding and had issued no letters of credit, we had access to $6.75 billion in borrowing capacity under our revolving credit facility at December 31, 2016.

In March 2016, we issued notes consisting of:

The $1,250 million of 4.20% Notes due 2021.
The $1,250 million of 4.95% Notes due 2026.
The $500 million of 5.95% Notes due 2046.

In addition, on March 18, 2016, we entered into a $1,600 million three-year senior unsecured term loan facility. In December 2016, an early repayment of $150 million reduced the loan to $1,450 million. We have the right at any time and from time to time to prepay the term loan, in whole or in part, without premium or penalty upon notice to the Administrative Agent. Borrowings will accrue interest at a base rate or, for certain Eurodollar borrowings, the London Interbank Offered Rate (LIBOR), in each case plus a margin that is set based on our corporate credit ratings. The applicable margin for loans bearing interest based on the base rate ranges from 0.50% to 1.00% and the applicable margin for loans bearing interest based on LIBOR ranges from 1.50% to 2.00%. Based on our current corporate credit ratings, the applicable margin for loans accruing interest at the base rate is 0.50% and the applicable margin for loans accruing interest at LIBOR is 1.50%.

The term loan facility contains customary covenants regarding, among other matters, material compliance with laws and restrictions against certain consolidations, mergers and asset sales and creation of certain liens on our assets and consolidated subsidiaries. The term loan facility also contains financial covenants including a total debt to capitalization ratio, excluding the impacts of certain noncash impairments and foreign currency translation adjustments as defined in the Term Loan Agreement, which may not exceed 65 percent. At December 31, 2016, we were in compliance with this covenant.

The term loan facility includes customary events of default (subject to specified cure periods, materiality qualifiers and exceptions), including the failure to pay any interest, principal or fees when due, the failure to perform or the violation of any covenant contained in the term loan facility, the making of materially inaccurate or false representations or warranties, a default on certain material indebtedness, insolvency or bankruptcy, a change of control and the occurrence of material Employee Retirement Income Security Act of 1974 (ERISA) events and certain judgments against us or our material subsidiaries.

The net proceeds of the notes and term loan will be used for general corporate purposes.

On October 17, 2016, the $1,250 million 5.625% Notes due 2016 were repaid at maturity.

At both December 31, 2016 and 2015, 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. The VRDBs are included in the “Long-term debt” line on our consolidated balance sheet.

During 2013, a lease of a semi-submersible floating production system (FPS) commenced for the Gumusut development, located in Malaysia, in which we are a co-venturer. The FPS lease provides for an initial noncancelable term of 15 years, a subsequent 5-year cancelable term with no required lease payments, and an additional 5-year term with terms and conditions to be agreed at a later date. The lease has no ongoing purchase options or escalation clauses. Adjustments to provisional contingent rental payments may occur due to the finalization of actual commissioning costs. The lease does not impose any significant restrictions concerning dividends, debt or further leasing activities.

A capital lease asset and capital lease obligation were recognized for our proportionate interest in the FPS of $906 million, based on the present value of the future minimum lease payments using our before-tax incremental borrowing rate of 3.58 percent for debt with similar terms. Unitization of the Gumusut development with Brunei was recorded during the fourth quarter of 2015 and reduced our proportionate interest in the FPS from 33 percent to 29 percent. The net carrying value of the capital lease asset was approximately $540 million and $707 million as of December 31, 2016 and December 31, 2015, respectively. The capital lease asset is being depreciated over a period consistent with the estimated proved reserves of Gumusut using the unit-of-production method with the associated depreciation included in the “Depreciation, depletion and amortization” line on our consolidated income statement. As of December 31, 2016 and December 31, 2015, accumulated depreciation of the capital lease asset amounted to approximately $268 million and $122 million, respectively.

At December 31, 2016, future minimum payments due under capital leases were:

	Millions
	of Dollars

2017	$	121
2018		102
2019		102
2020		103
2021		88
Remaining years		590
Total		1,106
Less: portion representing imputed interest		(254)
Capital lease obligations	$	852