Minimum limit of debt for cross default provision



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| Notes to Consolidated Financial Statements | [Table of Contents](#if18581573a6045f6b6e889320c9d1887_7) |

In May 2022, we redeemed $1,250 million principal amount of our 4.95 percent Notes due 2026. We paid premiums above face value of $79 million to redeem the debt and recognized a loss on debt extinguishment of $83 million which is included in the "Other expenses" line on our consolidated income statement. We also paid $500 million to retire the outstanding principal amount of the floating rate notes due 2022 at maturity.  
In the first quarter of 2022, we completed a debt refinancing consisting of three concurrent transactions: a tender offer to repurchase existing debt for cash; exchange offers to retire certain debt in exchange for new debt and cash; and a new debt issuance to partially fund the cash paid in the tender and exchange offers.   
Tender OfferIn March 2022, we repurchased a total of $2,716 million aggregate principal amount of debt as listed below. We paid premiums above face value of $333 million to repurchase these debt instruments and recognized a gain on debt extinguishment of $155 million which is included in the "Other expenses" line on our consolidated income statement.   
•3.75% Notes due 2027 with principal of $1,000 million (partial repurchase of $804 million)•4.3% Notes due 2028 with principal of $1,000 million (partial repurchase of $777 million)•2.4% Notes due 2031 with principal of $500 million (partial repurchase of $273 million) •4.875% Notes due 2047 with principal of $800 million (partial repurchase of $481 million)•4.85% Notes due 2048 with principal of $600 million (partial repurchase of $381 million)  
Exchange OffersAlso in March 2022, we completed two concurrent debt exchange offers through which $2,544 million of aggregate principal of existing notes was tendered and accepted in exchange for a combination of new notes and cash. The debt exchange offers were treated as debt modifications for accounting purposes resulting in a portion of the unamortized debt discount, premiums and debt issuance costs of the existing notes being allocated to the new notes on the settlement dates of the exchange offers. We paid premiums above face value of $883 million, comprised of $872 million of cash as well as new notes, which were capitalized as additional debt discount. We incurred expenses of $28 million in the exchanges which are included in the "Other expenses" line on our consolidated income statement.   
The notes tendered and accepted in the exchange offers were:•7% Debentures due 2029 with principal amount of $200 million (partial exchange of $88 million)•6.95% Notes due 2029 with principal amount of $1,549 million (partial exchange of $354 million) •7.4% Notes due 2031 with principal amount of $500 million (partial exchange of $118 million)•7.25% Notes due 2031 with principal amount of $500 million (partial exchange of $100 million)•7.2% Notes due 2031 with principal amount of $575 million (partial exchange of $128 million)•5.95% Notes due 2036 with principal amount of $500 million (partial exchange of $174 million)•5.9% Notes due 2038 with principal amount of $600 million (partial exchange of $250 million)•6.5% Notes due 2039 with principal amount of $2,750 million (partial exchange of $1,162 million)•5.95% Notes due 2046 with principal amount of $500 million (partial exchange of $171 million)  
The notes tendered and accepted were exchanged for the following new notes: •3.758% Notes due 2042 with principal amount of $785 million•4.025% Notes due 2062 with principal amount of $1,770 million  
New Debt IssuanceOn March 8, 2022, we issued the following new notes consisting of:•2.125% Notes due 2024 with principal of $900 million •2.4% Notes due 2025 with principal of $900 million •3.8% Notes due 2052 with principal of $1,100 million  
In February 2022, we refinanced our revolving credit facility from a total borrowing capacity of $6.0 billion to $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.

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| 11 | ConocoPhillips      2022 Q2 10-Q |  |


