Debt

Short-term and long-term debt at December 31 was:



	Millions of Dollars
	2018			2017
Phillips 66
4.300% Senior Notes due April 2022	$	2,000		2,000
3.900% Senior Notes due March 2028	800			—
4.650% Senior Notes due November 2034	1,000			1,000
5.875% Senior Notes due May 2042	1,500			1,500
4.875% Senior Notes due November 2044	1,700			1,500
Floating-rate notes due April 2019 at 2.009% at year-end 2017	—			300
Floating-rate notes due April 2020 at 3.186% and 2.109% at year-end 2018 and 2017, respectively	300			300
Term loan due April 2020 at 3.422% and 2.469% at year-end 2018 and 2017, respectively	200			450
Floating-rate Senior Notes due February 2021 at 3.289% at year-end 2018	500			—
Other	1			1

Phillips 66 Partners
2.646% Senior Notes due February 2020	300			300
3.605% Senior Notes due February 2025	500			500
3.550% Senior Notes due October 2026	500			500
3.750% Senior Notes due March 2028	500			500
4.680% Senior Notes due February 2045	450			450
4.900% Senior Notes due October 2046	625			625
Tax-exempt bonds due April 2020 and April 2021 at 1.885% and 1.935% at year-end 2018 and 2017, respectively	75			100
Revolving credit facility due January 2019 and October 2021 at weighted-average rate of 3.669% at year-end 2018	125			—
Debt at face value	11,076			10,026
Capitalized leases	184			192
Net unamortized discounts and debt issuance costs	(100		)	(108	)
Total debt	11,160			10,110
Short-term debt	(67		)	(41	)
Long-term debt	$	11,093		10,069

Maturities of borrowings outstanding at December 31, 2018, inclusive of net unamortized discounts and debt issuance costs, for each of the years from 2019 through 2023 are $67 million, $836 million, $636 million, $2,005 million and $11 million, respectively.

Debt Issuances

2018 Issuances

On March 1, 2018, Phillips 66 closed on a public offering of $1,500 million aggregate principal amount of unsecured notes consisting of:


•	$500 million of floating-rate Senior Notes due February 2021. Interest on these notes is equal to the three-month London Interbank Offered Rate (LIBOR) plus 0.60% per annum and is payable quarterly in arrears on February 26, May 26, August 26 and November 26, beginning on May 29, 2018.


•	$800 million of 3.900% Senior Notes due March 2028. Interest on these notes is payable semiannually on March 15 and September 15 of each year, beginning on September 15, 2018.


•	An additional $200 million of our 4.875% Senior Notes due November 2044. Interest on these notes is payable semiannually on May 15 and November 15 of each year, beginning on May 15, 2018.

These notes are guaranteed by Phillips 66 Company, a wholly owned subsidiary. Phillips 66 used the net proceeds from the issuance of these notes and cash on hand to repay commercial paper borrowings during the three months ended March 31, 2018, and for general corporate purposes. The commercial paper borrowings during the three months ended March 31, 2018, were primarily used to repurchase shares of our common stock. See Note 17—Equity, for additional information.

2017 Issuances

In October 2017, Phillips 66 Partners closed on a public offering of $650 million aggregate principal amount of senior notes, consisting of $500 million of 3.750% Senior Notes due March 2028 and $150 million of 4.680% Senior Notes due February 2045. Interest on the 3.750% Senior Notes due March 2028 is payable semiannually in arrears on March 1 and September 1 of each year, commencing on March 1, 2018. Interest on the 4.680% Senior Notes due February 2045 is payable semiannually in arrears on February 15 and August 15 of each year.

In April 2017, Phillips 66 completed a private offering of $600 million aggregate principal amount of unsecured notes, consisting of $300 million of floating-rate notes due April 2019 (2019 Notes) and $300 million of floating-rate notes due April 2020 (2020 Notes). Interest on these notes is a floating rate equal to three-month LIBOR plus 0.65% per annum for the 2019 Notes and three-month LIBOR plus 0.75% per annum for the 2020 Notes. Interest on both series of notes is payable quarterly in arrears on January 15, April 15, July 15 and October 15, commencing in July 2017. The 2019 Notes mature on April 15, 2019, and the 2020 Notes mature on April 15, 2020. The notes are guaranteed by Phillips 66 Company, a wholly owned subsidiary.

Also in April 2017, Phillips 66 entered into term loan facilities with an aggregate borrowing amount of $900 million, consisting of a $450 million 364-day facility due April 2018 and a $450 million three-year facility due April 2020. Interest on the term loans is a floating rate based on either the Eurodollar rate or the reference rate, plus a margin determined by our long-term credit ratings.

In February 2017, as part of the consolidation of Merey Sweeny, Phillips 66 assumed $135 million of 8.850% Senior Notes due in 2019 and $100 million of tax-exempt bonds due between 2018 and 2021. See Note 5—Business Combinations, for additional information regarding the consolidation of Merey Sweeny.

Debt Repayments

2018 Repayments

In December 2018, Phillips 66 repaid the $300 million floating-rate notes due April 2019.

In June 2018, Phillips 66 repaid $250 million of the $450 million outstanding under its three-year term loan facility due April 2020.

2017 Repayments

In October 2017, as part of a contribution of assets to Phillips 66 Partners, Phillips 66 Partners assumed the $450 million term loan outstanding under the 364-day facility originally issued in April 2017, and subsequently repaid the loan. See Note 27—Phillips 66 Partners LP, for additional information.

In May 2017, Phillips 66 repaid $1,500 million of 2.950% Senior Notes upon maturity with the funding from the April 2017 debt issuances discussed above. In addition, Phillips 66 repaid $135 million of Merey Sweeny 8.850% Senior Notes due in 2019 originally recorded in February 2017 as part of the consolidation of Merey Sweeny. See Note 5—Business Combinations, for additional information regarding the consolidation of Merey Sweeny.

In 2017, Phillips 66 Partners repaid the $210 million of borrowings outstanding under its $750 million revolving credit facility at December 31, 2016.

Credit Facilities and Commercial Paper

Phillips 66 has a $5 billion revolving credit facility that extends until October 2021. This facility may be used for direct bank borrowings, as support for issuances of letters of credit, or as support for our commercial paper program. The facility is with a broad syndicate of financial institutions and contains covenants that are usual and customary for an agreement of this type for comparable commercial borrowers, including a maximum consolidated net debt-to-capitalization ratio of 60 percent. The agreement has customary events of default, such as nonpayment of principal when due; nonpayment of interest, fees or other amounts; violation of covenants; cross-payment default and cross-acceleration (in each case, to indebtedness in excess of a threshold amount); and a change of control. Borrowings under the facility will incur interest at the LIBOR plus a margin based on the credit rating of our senior unsecured long-term debt as determined from time to time by Standard & Poor’s Financial Services LLC and Moody’s Investors Service, Inc. The facility also provides for customary fees, including administrative agent fees and commitment fees. At December 31, 2018 and 2017, no amount had been drawn under this revolving credit agreement.

Phillips 66 has a $5 billion commercial paper program for short-term working capital needs that is supported by our revolving credit facility. Commercial paper maturities are generally limited to 90 days. At December 31, 2018 and 2017, no borrowings were outstanding under the commercial paper program.

Phillips 66 Partners has a $750 million revolving credit facility that extends until October 2021. The Phillips 66 Partners facility is with a broad syndicate of financial institutions and contains covenants that are usual and customary for an agreement of this type for comparable commercial borrowers. At Phillips 66 Partners’ option, outstanding borrowings under this facility bear interest at either i) the Eurodollar rate plus a margin based on its credit rating; or ii) the base rate (as described in the facility agreement) plus a margin based on its credit rating. Eurodollar rate borrowings are due on the facility’s termination date, while base rate borrowings are due the earlier of the facility’s termination date or the fourteenth business day after such borrowings were made. At December 31, 2018, Phillips 66 Partners had borrowings of $125 million outstanding under this facility. There were no borrowings outstanding under this facility at December 31, 2017.