LONG-TERM DEBT | 6. LONG-TERM DEBT Our secured debt is secured by a first priority lien on certain transmission and distribution assets equally and ratably with all of Oncor’s other secured indebtedness. See “Deed of Trust” below for additional information. At December 31, 2020 and 2019, our long-term debt consisted of the following: December 31, 2020 2019 Fixed Rate Secured: 5.75% Senior Notes due September 30, 2020 $ - $ 126 8.50% Senior Notes, Series C, due December 30, 2020 - 14 4.10% Senior Notes, due June 1, 2022 400 400 7.00% Debentures due September 1, 2022 482 482 2.75% Senior Notes due June 1, 2024 500 500 2.95% Senior Notes due April 1, 2025 350 350 0.55% Senior Notes due October 1, 2025 450 - 3.86% Senior Notes, Series A, due December 3, 2025 174 174 3.86% Senior Notes, Series B, due January 14, 2026 38 38 3.70% Senior Notes due November 15, 2028 650 650 5.75% Senior Notes due March 15, 2029 318 318 7.25% Senior Notes, Series B, due December 30, 2029 - 36 2.75% Senior Notes due May 15, 2030 400 - 6.47% Senior Notes, Series A, due September 30, 2030 - 83 7.00% Senior Notes due May 1, 2032 494 500 7.25% Senior Notes due January 15, 2033 323 350 7.50% Senior Notes due September 1, 2038 300 300 5.25% Senior Notes due September 30, 2040 475 475 4.55% Senior Notes due December 1, 2041 400 400 5.30% Senior Notes due June 1, 2042 348 500 3.75% Senior Notes due April 1, 2045 550 550 3.80% Senior Notes due September 30, 2047 325 325 4.10% Senior Notes due November 15, 2048 450 450 3.80% Senior Notes, due June 1, 2049 500 500 3.10% Senior Notes, due September 15, 2049 700 700 3.70% Senior Notes due May 15, 2050 400 - 5.35% Senior Notes due October 1, 2052 300 - Secured long-term debt 9,327 8,221 Variable Rate Unsecured: Term loan credit agreement maturing October 6, 2020 - 460 Total long-term debt 9,327 8,681 Unamortized discount and debt issuance costs (98) (56) Less amount due currently - (608) Long-term debt, less amounts due currently $ 9,229 $ 8,017 Long-Term Debt-Related Activity in 2020 Senior Secured Notes 2030 Notes and 2050 Notes Issuances On March 20, 2020, we completed a sale of $400 million aggregate principal amount of 2.75% Senior Secured Notes due May 15, 2030 (2030 Notes) and $400 million aggregate principal amount of 3.70% Senior Secured Notes due May 15, 2050 (2050 Notes). We used the proceeds (net of the initial purchasers’ discount, fees and expenses) of approximately $790 million from the sale of the 2030 Notes and 2050 Notes for general corporate purposes, including the repayment of short-term and long-term debt. The 2030 and 2050 Notes were issued pursuant to the provisions of an Indenture, dated as of August 1, 2002, between Oncor and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, formerly The Bank of New York) (as amended and supplemented, the Indenture). The 2030 Notes and the 2050 Notes each constitute a separate series of notes under the Indenture, but will be treated together with Oncor’s other outstanding debt securities issued under the Indenture for amendments and waivers and for taking certain other actions. The 2030 Notes bear interest at a rate of 2.75% per annum and mature on May 15, 2030. The 2050 Notes bear interest at a rate of 3.70% per annum and mature on May 15, 2050. Interest on the 2030 Notes and 2050 Notes is payable in cash semiannually in arrears on May 15 and November 15 of each year, and the first interest payment was due on November 15, 2020. Prior to February 15, 2030, in the case of the 2030 Notes and November 15, 2049, in the case of the 2050 Notes, we may redeem such notes at any time, in whole or in part, at a price equal to 100% of their principal amount, plus accrued and unpaid interest and a “make-whole” premium. On and after February 15, 2030, in the case of the 2030 Notes and November 15, 2049, in the case of the 2050 Notes, we may redeem such Notes at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of such Notes, plus accrued and unpaid interest. The 2030 Notes and 2050 Notes were issued in a private placement and were not registered under the Securities Act. In August 202 0, we completed an offering with the holders of the 2030 Notes and 2050 Notes to exchange their respective notes for notes that have terms identical in all material respects to the 2030 Notes and 2050 Notes (Exchange Notes), except that the Exchange Notes do not contain terms with respect to transfer restrictions, registration rights and payment of additional interest for failure to observe certain obligations in a certain registration rights agreement. The Exchange Notes were registered on a Form S-4, which was declared effective in July 202 0. Debt Exchange and 2052 Notes Issuance On September 23, 2020, we issued $300 million aggregate principal amount of 5.35% Senior Secured Notes due 2052 (the 2052 Notes) in exchange for a like aggregate principal amount of certain of our existing senior secured debt, consisting of (i) $35 million aggregate principal amount of our 7.25% Senior Notes, Series B, due December 30, 2029 (Series B Notes), (ii) $80 million aggregate principal amount of our 6.47% Senior Notes, Series A, due September 30, 2030 (Series A Notes), (iii) $6 million aggregate principal amount of our 7.00% Senior Secured Notes due May 1, 2032, (iv) $27 million aggregate principal amount of our 7.25% Senior Secured Notes due January 15, 2033, and (v) $152 million aggregate principal amount of our 5.30% Senior Secured Notes due June 1, 2042. We received no proceeds from the exchange. The 2052 Notes were issued pursuant to the provisions of the Indenture. The 2052 Notes constitute a separate series of notes under the Indenture, but will be treated together with our other outstanding debt securities issued under the Indenture for amendments and waivers and for taking certain other actions. The 2052 Notes bear interest at a rate of 5.35% per annum and mature on October 1, 2052. Interest on the 2052 Notes is payable in cash semi-annually in arrears on April 1 and October 1 of each year, and the first interest payment is due on April 1, 2021. Prior to April 1, 2052, we may redeem the 2052 Notes at any time, in whole or in part, at a price equal to 100% of their principal amount, plus accrued and unpaid interest and a “make-whole” premium. On and after April 1, 2052, we may redeem the 2052 Notes at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of such 2052 Notes, plus accrued and unpaid interest. The 2052 Notes were issued in a private placement and were not registered under the Securities Act. We have agreed, subject to certain exceptions, to register with the SEC notes having substantially identical terms as the 2052 Notes (except for provisions relating to the transfer restriction and payment of additional interest) as part of our offer to exchange freely tradable exchange notes for the 2052 Notes. We have agreed to use commercially reasonable efforts to cause the exchange offer to be completed within 315 days after the issue date of the 2052 Notes. If a registration statement for the exchange offer is not declared effective by the SEC within 270 days after the issue date of the 2052 Notes or the exchange offer is not completed within 315 days after the issue date of the 2052 Notes (an exchange default), then the annual interest rate of the 2052 Notes will increase 50 basis points per annum until the earlier of the expiration of the exchange default or the second anniversary of the issue date of the 2052 Notes. 2025 Notes Issuance On September 28, 2020, we issued $450 million aggregate principal amount of 0.55% Senior Secured Notes due 2025 (the 2025 Notes). We intend to use the proceeds (net of the initial purchasers’ discount, fees and expenses) of approximately $443 million from the sale of the 2025 Notes to finance or refinance, in whole or in part, eligible projects consisting of investments in or expenditures with minority- and women-owned business suppliers pursuant to our sustainable bond framework. The net proceeds may be temporarily invested in cash, cash equivalents and/or U.S. government securities in accordance with our cash management policies or used to repay certain other indebtedness, or both. The 2025 Notes were issued pursuant to the provisions of the Indenture. The 2025 Notes constitute a separate series of notes under the Indenture, but will be treated together with our other outstanding debt securities issued under the Indenture for amendments and waivers and for taking certain other actions. The 2025 Notes bear interest at a rate of 0.55% per annum and mature on October 1, 2025. Interest on the 2025 Notes is payable in cash semi-annually in arrears on April 1 and October 1 of each year, and the first interest payment is due on April 1, 2021. Prior to September 1, 2025, we may redeem the 2025 Notes at any time, in whole or in part, at a price equal to 100% of their principal amount, plus accrued and unpaid interest and a “make-whole” premium. On and after September 1, 2025, we may redeem the 2025 Notes at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2025 Notes, plus accrued and unpaid interest. The 2025 Notes were issued in a private placement and were not registered under the Securities Act. We have agreed, subject to certain exceptions, to register with the SEC notes having substantially identical terms as the 2025 Notes (except for provisions relating to the transfer restriction and payment of additional interest) as part of our offer to exchange freely tradable exchange notes for the 2025 Notes. We have agreed to use commercially reasonable efforts to cause the exchange offer to be completed within 315 days after the issue date of the 2025 Notes. If a registration statement for the exchange offer is not declared effective by the SEC within 270 days after the issue date of the 2025 Notes or the exchange offer is not completed within 315 days after the issue date of the 2025 Notes (an exchange default), then the annual interest rate of the 2025 Notes will increase 50 basis points per annum until the earlier of the expiration of the exchange default or the second anniversary of the issue date of the 2025 Notes. January 202 0 Term Loan Credit Agreement On January 28, 2020, we entered into a $450 million unsecured term loan credit agreement that had a maturity date of June 1, 2021 ( January 202 0 Term Loan Credit Agreement). We borrowed an aggregate of $450 million under the January 202 0 Term Loan Credit Agreement, consisting of $163 million on January 29, 2020, $55 million on February 28, 2020 and $232 million on March 17, 2020. The proceeds from each borrowing were used for general corporate purposes, including the repayment of notes outstanding under our CP Program. Loans under the January 202 0 Term Loan Credit Agreement bore interest at per annum rates equal to LIBOR plus 0.50% . On December 23, 2020, we repaid all outstanding borrowings under the January 202 0 Term Loan Credit Agreement, and as a result it is no longer in effect. March 202 0 Term Loan Credit Agreement On March 23, 2020, we entered into an unsecured term loan credit agreement ( March 202 0 Term Loan Credit Agreement) with a commitment equal to an aggregate principal amount of $350 million . We entered into an amendment to the March 202 0 Term Loan Credit Agreement in June 202 0. As amended, the March 202 0 Term Loan Credit Agreement had a maturity date of June 30, 2021 and provided for loans to bear interest at per annum rates equal to LIBOR plus 0.95% . We borrowed an aggregate of $110 million under the March 202 0 Term Loan Credit Agreement, consisting of $15 million and $95 million on June 30, 2020 and July 31, 2020, respectively. The proceeds from each borrowing were used for general corporate purposes, including the repayment of notes outstanding under our CP Program. On September 28, 2020, we repaid all outstanding borrowings under the March 202 0 Term Loan Credit Agreement, and as a result it is no longer in effect. Interest Rate Hedge Transactions In February and March of 2020, we entered into interest rate hedge transactions hedging the variability of benchmark bond rates used to determine interest rates on anticipated issuances of ten-year and thirty-year senior secured notes. The hedges were terminated in March 202 0 upon our issuance of the 2030 Notes and 2050 Notes. We recognized a $29 million ($23 million after-tax) loss related to the fair value of the hedge transactions in accumulated other comprehensive loss. We expect approximately $4 million of the amount reported in accumulated other comprehensive loss at December 31, 2020 related to interest rate hedges to be reclassified into net income as an increase to interest expense within the next 12 months, including $2 million from the current year transactions. Debt Repayments Repayments of long-term debt during the year ended December 31, 2020 included $14 million principal amount of our 8.50% Senior Secured Notes, Series C, due December 30, 2020 (Series C Notes), $126 million aggregate principal amount of our 5.75% Senior Secured Notes due September 30, 2020, $110 million principal amount borrowed under the March 202 0 Term Loan Credit Agreement, $450 million principal amount borrowed under the January 202 0 Term Loan Credit Agreement, $460 million principal amount borrowed under a term loan c redit agreement entered into in September 2019 (2019 Term Loan Credit Agreement) and $5 million principal amount of the quarterly amortizing debt for our Series A Notes, Series B Notes, and Series C Notes . The Series A Notes, Series B Notes, and Series C Notes were issued pursuant to a note purchase agreement, dated as of May 3, 2019. As a result of the September 202 0 senior secured notes exchange, in which all of the outstanding Series A Notes and Series B Notes were exchanged for a like principal amount of 2052 Notes, and the December 30, 2020 repayment of the Series C Notes upon maturity, no notes remain outstanding under that note purchase agreement. The $460 million principal amount repaid under the 2019 Term Loan Credit Agreement, the $450 million principal amount repaid under the January 202 0 Term Loan Credit Agreement and the $110 million principal amount repaid under the March 202 0 Term Loan Credit Agreement constituted all amounts outstanding under those respective agreements, and as a result of those repayments, the 2019 Term Loan Credit Agreement, January 202 0 Term Loan Credit Agreement and March 202 0 Term Loan Credit Agreement are no longer in effect. Deed of Trust Our secured debt is secured equally and ratably by a first priority lien on certain Oncor transmission and distribution assets. The property is mortgaged under the Deed of Trust. The Deed of Trust permits us to secure indebtedness with the lien of the Deed of Trust up to the aggregate of (i) the amount of available bond credits, and (ii) 85% of the lower of the fair value or cost of certain property additions that could be certified to the Deed of Trust collateral agent. At December 31, 2020, the amount of available bond credits was $2.115 billion and the amount of future debt we could secure with property additions, subject to those property additions being certified to the Deed of Trust collateral agent, was $3.328 billion . Borrowings under the CP Program, the Credit Facility and our term loan credit agreements are not secured. Maturities Long-term debt maturities at December 31, 2020, are as follows: Year Amount 2021 $ - 2022 882 2023 - 2024 500 2025 974 Thereafter 6,971 Unamortized discount and debt issuance costs (98) Total $ 9,229 Fair Value of Long-Term Debt At December 31, 2020 and 2019, the estimated fair value of our long-term debt (including current maturities) totaled $11.638 billion and $10.003 billion , respectively, and the carrying amount totaled $9.229 billion and $8.625 billion , respectively. The fair value is estimated using observable market data, representing Level 2 valuations under accounting standards related to the determination of fair value. |