LONG-TERM DEBT | 5. LONG-TERM DEBT Our long-term debt includes fixed rate secured and variable rate unsecured debt. Our secured debt is secured equally and ratably by a first priority lien on certain transmission and distribution assets. See “Deed of Trust” below for additional information. At June 30, 2022 and December 31, 2021, our long-term debt consisted of the following: At June 30, At December 31, 2022 2021 Fixed Rate Secured: 4.10 % Senior Notes due June 1, 2022 $ - $ 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 450 450 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 2.75 % Senior Notes due May 15, 2030 700 700 7.00 % Senior Notes due May 1, 2032 494 494 4.15 % Senior Notes due June 1, 2032 400 - 7.25 % Senior Notes due January 15, 2033 323 323 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 348 348 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 400 400 2.70 % Senior Notes due November 15, 2051 500 500 4.60 % Senior Notes due June 1, 2052 400 - 5.35 % Senior Notes due October 1, 2052 300 300 Fixed rate secured long-term debt 10,527 10,127 Variable Rate Unsecured: Term loan credit agreement maturing April 29, 2023 650 - Variable rate unsecured long-term debt 650 - Total long-term debt 11,177 10,127 Unamortized discount and debt issuance costs ( 105 ) ( 95 ) Less amount due currently ( 1,132 ) ( 882 ) Long-term debt, less amounts due currently $ 9,940 $ 9,150 Long-Term Debt-Related Activity in the Six Months Ended June 30, 2022 January 2022 Term Loan Credit Agreement On January 28, 2022, we entered into an unsecured term loan credit agreement with a commitment equal to an aggregate principal amount of $ 1.30 billion (January 2022 Term Loan Credit Agreement). The January 2022 Term Loan Credit Agreement matures on April 29, 2023. We borrowed $ 400 million on January 28, 2022 , $ 600 million on February 28, 2022 (February 2022 borrowing), $ 185 million on March 28, 2022, and $ 115 million on April 28, 2022 (April 2022 borrowing) under the January 2022 Term Loan Credit Agreement. Following the April 2022 borrowing, no additional amounts remain available for borrowing under the January 2022 Term Loan Credit Agreement. The proceeds from each borrowing were used for general corporate purposes, including to repay outstanding CP Notes and, in the case of the February 2022 borrowing, to redeem in full the $ 400 million aggregate principal amount outstanding of our 4.10 % senior secured notes due June 1, 2022 (2022 Notes), plus accrued and unpaid interest on the 2022 Notes. On May 20, 2022, we repaid $ 650 million of the principal amount outstanding under the January 2022 Term Loan Credit Agreement. See “2032 Notes and 2052 Notes Issuances” below for more information. As a result of the repayment, the aggregate principal amount outstanding under the January 2022 Term Loan Credit Agreement at June 30, 2022 totaled $ 650 million. Loans under the January 2022 Term Loan Credit Agreement bear interest , at our option, at either (i) an adjusted term SOFR (calculated based on one-month term SOFR as of a specified date, plus an adjustment of 0.10 % (SOFR Adjustment)) plus a spread of 0.575 %, (ii) an adjusted daily simple SOFR (calculated based on daily simple SOFR as of a specified date, plus the SOFR Adjustment) plus a spread of 0.575 %, or (iii) for any day, at a rate equal to the greatest of: (1) the prime rate publicly announced by the administrative agent on such date, (2) the federal funds effective rate on such date plus 0.50 %, and (3) daily simple SOFR on such date, plus 1.0 %. 2022 Notes Redemption On March 1, 2022, we redeemed in full the $400 million aggregate principal amount outstanding of our 2022 Notes, which were to mature on June 1, 2022. The redemption price was equal to 100 % of the principal amount of the 2022 Notes, plus accrued interest to, but not including, the redemption date of March 1, 2022. Following the redemption of the 2022 Notes, none of the 2022 Notes remain outstanding. 2032 Notes and 2052 Notes Issuances On May 20, 2022, we issued $ 400 million aggregate principal amount of 4.15 % senior secured notes due June 1, 2032 (2032 Notes) and $ 400 million aggregate principal amount of 4.60 % senior secured notes due June 1, 2052 (2052 Notes). We intend to allocate/disburse the proceeds from the sale of the 2032 Notes ( net of the discounts and fees to the initial purchasers and the estimated pro rata expenses related to the offering of the 2032 Notes ) of approximately $ 395 million, or an amount equal to the net proceeds from the sale of the 2032 Notes, to finance and/or refinance, in whole or in part, investments in or expenditures on one or more new and/or existing eligible green projects in accordance with our sustainable financing framework. Eligible green projects include transmission and distribution projects connecting renewable energy sources to the ERCOT grid, customer energy efficiency programs, and deployment of automated metering infrastructure and smart grid technology. Prior to the allocation/disbursement of the full amount of the net proceeds from the sale of the 2032 Notes, we temporarily applied the entire amount of such net proceeds to repay a portion of the principal amount outstanding under the January 2022 Term Loan Credit Agreement. We used the proceeds from the sale of the 2052 Notes (net of the discounts and fees to the initial purchasers and the estimated pro rata expenses related to the offering of the 2052 Notes) of approximately $ 392 million for general corporate purposes, including to repay $ 255 million of the principal amount outstanding under the January 2022 Term Loan Credit Agreement. The 2032 Notes and 2052 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 trustee, as amended and supplemented. The 2032 Notes bear interest at a rate of 4.15% per annum and mature on June 1, 2032. The 2052 Notes bear interest at a rate of 4.60% per annum and mature on June 1, 2052. Interest on the 2032 Notes and the 2052 Notes is payable in cash semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2022. Prior to March 1, 2032, in the case of the 2032 Notes and December 1, 2051 in the case of the 2052 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 March 1, 2032 in the case of the 2032 Notes and December 1, 2051 in the case of the 2052 Notes, we may redeem the 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 2032 Notes and 2052 Notes were issued in a private placement and were not registered under the Securities Act. In connection with the completion of the sale of the 2032 Notes and 2052 Notes, we entered into a Registration Rights Agreement with the representatives of the initial purchasers of such notes (the Registration Rights Agreement). Under the Registration Rights Agreement, we agreed, subject to certain exceptions, to file a registration statement with the SEC with respect to a registered offer to exchange the 2032 Notes and the 2052 Notes for publicly registered notes (the Exchange Offer Registration Statement), or under certain circumstances, a shelf registration statement (the Shelf Registration Statement). We have agreed to use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or prior to June 1, 2023 and to consummate the exchange offer on or prior to July 15, 2023. Oncor agreed to use commercially reasonable efforts to cause any Shelf Registration Statement to become or be declared effective within the later of 180 days after such Shelf Registration Statement filing obligation arises and June 1, 2023. If we do not comply with certain of our obligations under the Registration Rights Agreement, the affected notes will bear additional interest on the principal amount of such affected notes at a rate of 0.50 % per annum over the interest rate otherwise provided for under such notes for the period during which the registration default continues, but not later than the second anniversary of the issue date of such notes. Long-Term Debt-Related Activity Subsequent to June 30, 2022 July 2022 Term Loan Credit Agreement On July 6, 2022, we entered into an unsecured term loan credit agreement with a commitment equal to an aggregate principal amount of $ 650 million (July 2022 Term Loan Credit Agreement) with a maturity date that is 366 days after the date on which the funding availability period ends. The July 2022 Term Loan Credit Agreement provides that we may borrow up to the full amount available under the July 2022 Term Loan Credit Agreement in up to three borrowings, which may be made, at our option, at any time on or before August 31, 2022. We intend to use the proceeds from any borrowings under the July 2022 Term Loan Credit Agreement for general corporate purposes. At the time of this quarterly report on Form 10-Q, no borrowings have been made under the July 2022 Term Loan Credit Agreement. Loans under the July 2022 Term Loan Credit Agreement bear interest , at our option, at either (i) an adjusted term SOFR (calculated based on one-month term SOFR as of a specified date, plus the SOFR Adjustment) plus a spread of 0.60 %, (ii) an adjusted daily simple SOFR (calculated based on daily simple SOFR as of a specified date, plus the SOFR Adjustment) plus a spread of 0.60 %, or (iii) for any day, at a rate equal to the greatest of: (1) the prime rate publicly announced by the administrative agent on such date, (2) the federal funds effective rate on such date plus 0.50 %, and (3) daily simple SOFR on such date, plus 1.0 %. Deed of Trust Our secured debt is secured equally and ratably by a first priority lien on all property acquired or constructed by Oncor for use in its electricity transmission and distribution business, subject to certain exceptions. 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 June 30, 2022, the amount of available bond credits was $ 2.111 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 $ 4.692 billion. Borrowings under the CP Program, the Credit Facility and the term loans are not secured. Fair Value of Long-Term Debt At June 30, 2022 and December 31, 2021, the estimated fair value of our long-term debt (including current maturities) totaled $ 10.856 billion and $ 11.758 billion, respectively, and the carrying amount totaled $ 11.072 billion and $ 10.032 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. |