Debt

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Debt

Debt

Short-term and long-term debt consisted of the following:

	Millions of Dollars
	June 30, 2022						December 31, 2021
	Phillips 66		Phillips 66 Company	Phillips 66 Partners	Total		Phillips 66	Phillips 66 Partners	Total
4.300% Senior Notes due April 2022	$	—	—	—	—		1,000	—	1,000
3.700% Senior Notes due April 2023	500		—	—	500		500	—	500
0.900% Senior Notes due February 2024	800		—	—	800		800	—	800
2.450% Senior Notes due December 2024	—		277	23	300		—	300	300
3.605% Senior Notes due February 2025	—		441	59	500		—	500	500
3.850% Senior Notes due April 2025	650		—	—	650		650	—	650
1.300% Senior Notes due February 2026	500		—	—	500		500	—	500
3.550% Senior Notes due October 2026	—		458	42	500		—	500	500
3.750% Senior Notes due March 2028	—		427	73	500		—	500	500
3.900% Senior Notes due March 2028	800		—	—	800		800	—	800
3.150% Senior Notes due December 2029	—		570	30	600		—	600	600
2.150% Senior Notes due December 2030	850		—	—	850		850	—	850
4.650% Senior Notes due November 2034	1,000		—	—	1,000		1,000	—	1,000
5.875% Senior Notes due May 2042	1,500		—	—	1,500		1,500	—	1,500
4.875% Senior Notes due November 2044	1,700		—	—	1,700		1,700	—	1,700
4.680% Senior Notes due February 2045	—		442	8	450		—	450	450
4.900% Senior Notes due October 2046	—		605	20	625		—	625	625
3.300% Senior Notes due March 2052	1,000		—	—	1,000		1,000	—	1,000
Floating Rate Term Loan due April 2022 at 0.978% at year-end 2021	—		—	—	—		—	450	450
Floating Rate Advance Term Loan due December 2034 at 0.831% and 0.699% at June 30, 2022 and year-end 2021, respectively—related party	25		—	—	25		25	—	25
Other	1		—	—	1		1	—	1
Debt at face value	9,326		3,220	255	12,801		10,326	3,925	14,251
Finance leases					256				290
Software obligations					19				16
Net unamortized discounts and debt issuance costs					(107)				(109)
Total debt					12,969				14,448
Short-term debt					(526)				(1,489)
Long-term debt					$	12,443			12,959

2022 Activities

Revolving Credit Facilities

On June 23, 2022, we entered into a new $5 billion revolving credit facility (the Facility) with Phillips 66 Company as the borrower and Phillips 66 as the guarantor and a scheduled maturity date of June 22, 2027. The Facility replaced our previous $5 billion revolving credit facility with Phillips 66 as the borrower and Phillips 66 Company as the guarantor. The Facility contains usual and customary covenants that are similar to the previous revolving credit facility, including a maximum consolidated net debt-to-capitalization ratio of 65% as of the last day of each fiscal quarter. We have the option to increase the overall capacity to $6 billion, subject to certain conditions. We also have the option to extend the scheduled maturity of the Facility for up to two additional one-year terms, subject to, among other things, the consent of the lenders holding the majority of the commitments and of each lender extending its commitment. Outstanding borrowings under the Facility bear interest at either (a) the Adjusted Term Secured Overnight Financing Rate (as described in the Facility) in effect from time to time plus the applicable margin; or (b) the reference rate (as described in the Facility) plus the applicable margin. The Facility also provides for customary fees, including commitment fees. The pricing levels for the commitment fees and interest-rate margins are determined based on the ratings in effect for our senior unsecured long-term debt from time to time. We may at any time prepay outstanding borrowings, in whole or in part, without premium or penalty. At June 30, 2022, no amount has been drawn under the Facility.

In connection with entering into the Facility, we terminated Phillips 66 Partners’ $750 million revolving credit facility.

Debt Exchange

On May 5, 2022, Phillips 66 Company, a wholly owned subsidiary of Phillips 66, completed offers to exchange (the Exchange Offers) all validly tendered notes of seven different series of notes issued by Phillips 66 Partners (collectively, the Old Notes), with an aggregate principal amount of approximately $3.5 billion, for notes issued by Phillips 66 Company (collectively, the New Notes). The New Notes are fully and unconditionally guaranteed by Phillips 66 and rank equally with Phillips 66 Company’s other unsecured and unsubordinated indebtedness, and the guarantees rank equally with Phillips 66’s other unsecured and unsubordinated indebtedness.

Old Notes with an aggregate principal amount of approximately $3.2 billion were tendered in the Exchange Offers. The New Notes have the same interest rates, interest payment dates and maturity dates as the Old Notes. Holders that validly tendered before the end of the early participation period on April 19, 2022 (the Early Participation Date), received New Notes with an aggregate principal amount equivalent to the Old Notes, while holders that validly tendered after the Early Participation Date, but before the Expiration Date, received New Notes with an aggregate principal amount 3% less than the Old Notes. Substantially all of the Old Notes exchanged were tendered during the Early Participation Period.

Debt Repayments

In April 2022, upon maturity, Phillips 66 repaid its 4.300% senior notes with an aggregate principal amount of $1.0 billion and Phillips 66 Partners repaid its $450 million term loan.

2021 Activities

In April 2021, Phillips 66 Partners entered into a $450 million term loan agreement with a one-year term and borrowed the full amount. The term loan agreement was repaid upon maturity in April 2022 without premium or penalty.

In April 2021, Phillips 66 Partners repaid $50 million of its tax-exempt bonds upon maturity.

In February 2021, Phillips 66 repaid $500 million outstanding principal balance of its floating-rate senior notes upon maturity.