LONG-TERM DEBT | 6. LONG-TERM DEBT Our long-term debt at December 31, 2022 consisted of fixed rate secured debt 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 December 31, 2022 and 2021, our long-term debt consisted of the following: 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 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 - 4.55 % Senior Notes due September 15, 2032 700 - 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 - 4.95 % Senior Notes due September 15, 2052 500 - 5.35 % Senior Notes due October 1, 2052 300 300 Fixed rate secured long-term debt 11,245 10,127 Variable Rate Unsecured: Term loan credit agreement due August 30, 2023 100 - Variable rate unsecured long-term debt 100 - Total long-term debt 11,345 10,127 Unamortized discount and debt issuance costs ( 117 ) ( 95 ) Less amount due currently ( 100 ) ( 882 ) Long-term debt, less amounts due currently $ 11,128 $ 9,150 Deed of Trust Our long-term 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. Long-Term Debt-Related Activities in 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 had a maturity date of 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 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 each of May 20, 2022 and September 9, 2022, we repaid $ 650 million of the aggregate principal amount outstanding under the January 2022 Term Loan Credit Agreement. Following the repayment on September 9, 2022, no borrowings remained outstanding and the January 2022 Term Loan Credit Agreement was no longer in effect. Loans under the January 2022 Term Loan Credit Agreement bore 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 0.575 %, (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 %. 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). The July 2022 Term Loan Credit Agreement had a maturity date of August 30, 2023. On August 29, 2022, we borrowed the entire $ 650 million aggregate principal amount available under the July 2022 Term Loan Credit Agreement. The proceeds from the borrowing were used for general corporate purposes, including to repay in full the $ 482 million principal amount outstanding of our 7.00 % Debentures due 2022 (the Debentures), plus accrued and unpaid interest on the Debentures. On September 9, 2022, we repaid $ 550 million of the aggregate principal amount outstanding under the July 2022 Term Loan Credit Agreement. As a result of the repayment, the aggregate principal amount outstanding under the July 2022 Term Loan Credit Agreement at December 31, 2022 was $ 100 million. Loans under the July 2022 Term Loan Credit Agreement bore 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 %. Secured Debt Repayments 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. On September 1, 2022, we repaid in full at maturity the $ 482 million aggregate principal amount outstanding of the Debentures, plus accrued and unpaid interest on the Debentures. Following the repayment of the Debentures, none of the Debentures remain outstanding. May 2022 Notes Issuances On May 20, 2022, we issued $ 400 million aggregate principal amount of 4.15 % senior secured notes due June 1, 2032 ( 4.15 % 2032 Notes) and $ 400 million aggregate principal amount of 4.60 % senior secured notes due June 1, 2052 ( 4.60 % 2052 Notes). We intend to allocate/disburse the proceeds from the sale of the 4.15 % 2032 Notes ( net of the discounts and fees to the initial purchasers and the estimated pro rata expenses related to the offering of the 4.15 % 2032 Notes ) of approximately $ 395 million, or an amount equal to the net proceeds from the sale of the 4.15 % 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 4.15 % 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 4.60 % 2052 Notes (net of the discounts and fees to the initial purchasers and the estimated pro rata expenses related to the offering of the 4.60 % 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 4.15 % 2032 Notes bear interest at a rate of 4.15 % per annum and mature on June 1, 2032. The 4.60 % 2052 Notes bear interest at a rate of 4.60 % per annum and mature on June 1, 2052. Interest on the 4.15 % 2032 Notes and the 4.60 % 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 4.15 % 2032 Notes and December 1, 2051 in the case of the 4.60 % 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 4.15 % 2032 Notes and December 1, 2051 in the case of the 4.60 % 2052 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. September 2022 Notes Issuances On September 8, 2022, we issued $ 700 million aggregate principal amount of 4.55 % senior secured notes due September 15, 2032 ( 4.55 % 2032 Notes) and $ 500 million aggregate principal amount of 4.95 % senior secured notes due September 15, 2052 ( 4.95 % 2052 Notes). We used the proceeds from the sale of the 4.55 % 2032 Notes and the 4.95 % 2052 Notes (net of the discounts, fees and expenses) of approximately $ 1.185 billion for general corporate purposes, including to repay the full $ 650 million of the principal amount outstanding under the January 2022 Term Loan Credit Agreement and a portion of the principal amount outstanding under the July 2022 Term Loan Credit Agreement. The 4.55 % 2032 Notes bear interest at a rate of 4.55 % per annum and mature on September 15, 2032. The 4.95 % 2052 Notes bear interest at a rate of 4.95 % per annum and mature on September 15, 2052. Interest on the 4.55 % 2032 Notes and the 4.95 % 2052 Notes is payable in cash semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2023. Prior to June 15, 2032, in the case of the 4.55 % 2032 Notes and March 15, 2052 in the case of the 4.95 % 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 June 15, 2032 in the case of the 4.55 % 2032 Notes and March 15, 2052 in the case of the 4.95 % 2052 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. Long-Term Debt-Related Activities in 2023 On January 9, 2023, we repaid the remaining $ 100 million principal amount outstanding under the July 2022 Term Loan Credit Agreement. Following the repayment on January 9, 2023, no borrowings remained outstanding and the July 2022 Term Loan Credit Agreement was no longer in effect. On January 24, 2023, we entered into an unsecured term loan credit agreement with a commitment equal to an aggregate principal amount of $ 625 million (January 2023 Term Loan Credit Agreement). The January 2023 Term Loan Credit Agreement has a maturity date of February 28, 2024. On January 27, 2023, we borrowed $ 500 million and on February 27, 2023, we borrowed the remaining $ 125 million under the January 2023 Term Loan Credit Agreement. As a result of the February 27, 2023 borrowing, no additional amount remains available for borrowing under the January 2023 Term Loan Credit Agreement. The proceeds from the borrowings were used for general corporate purposes, including repayment of outstanding CP Notes. Loans under the January 2023 Term Loan Credit Agreement bear interest, at our option, at either (i) an adjusted term SOFR (calculated based on term SOFR for a one-, three-, or six-month interest period, as selected by us, as of a specified date, plus the SOFR Adjustment) plus a spread of 0.85 %, (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 0.85 %, or (iii) for any day, at a rate equal to the greatest of: (1) the prime rate quoted by The Wall Street Journal 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 %. Maturities Long-term debt maturities at December 31, 2022, are as follows: Years Amounts 2023 $ 100 2024 500 2025 974 2026 38 2027 - Thereafter 9,733 Total $ 11,345 Fair Value of Long-Term Debt At December 31, 2022 and 2021, the estimated fair value of our long-term debt (including current maturities) totaled $ 10.398 billion and $ 11.758 billion, respectively, and the carrying amount totaled $ 11.228 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. |