LONG-TERM DEBT | 5. LONG-TERM DEBT At June 30, 2023, our long-term debt consisted of fixed rate senior secured notes and variable rate secured debt borrowed under our AR Facility. Our senior secured notes are secured equally and ratably by a first priority lien on certain transmission and distribution assets. See “Deed of Trust” below for additional information. Amounts borrowed under our AR Facility are secured by accounts receivable from REPs and certain related rights under our AR Facility. See “—Long-Term Debt-Related Activity in 2023—AR Facility” below for additional information. At June 30, 2023 and December 31, 2022, our long-term debt consisted of the following: At June 30, At December 31, 2023 2022 Fixed Rate Secured: 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 5.50 % Senior Notes, Series C, due May 1, 2026 200 - 4.30 % Senior Notes due May 15, 2028 600 - 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 5.34 % Senior Notes, Series D, due May 1, 2031 100 - 7.00 % Senior Notes due May 1, 2032 494 494 4.15 % Senior Notes due June 1, 2032 400 400 4.55 % Senior Notes due September 15, 2032 700 700 7.25 % Senior Notes due January 15, 2033 323 323 5.45 % Senior Notes, Series E, due May 1, 2036 100 - 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 400 400 4.95 % Senior Notes due September 15, 2052 900 500 5.35 % Senior Notes due October 1, 2052 300 300 Fixed rate secured long-term debt 12,645 11,245 Variable Rate Secured: AR Facility due April 28, 2026 325 - Variable Rate Unsecured: Term loan credit agreement due August 30, 2023 - 100 Total long-term debt 12,970 11,345 Unamortized discount, premium and debt issuance costs ( 147 ) ( 117 ) Less amount due currently ( 500 ) ( 100 ) Long-term debt, less amounts due currently $ 12,323 $ 11,128 Deed of Trust Our long-term senior secured notes are secured equally and ratably by a first priority lien on all property acquired or constructed by us for use in our 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 Activity in 2023 Senior Secured Notes March 2023 Note Purchase Agreement On March 29, 2023, we entered into a note purchase agreement (March 2023 NPA) with the purchasers named therein, which provided for the issuance by us of certain senior secured notes. Pursuant to the March 2023 NPA, on March 29, 2023, we sold $ 200 million aggregate principal amount of 5.50 % Senior Secured Notes, Series C, due May 1, 2026 (Series C Notes), $ 72 million aggregate principal amount of 5.34 % Senior Secured Notes, Series D, due May 1, 2031 (Initial Series D Notes) and $ 80 million aggregate principal amount of 5.45 % Senior Secured Notes, Series E, due May 1, 2036 (Initial Series E Notes), and on April 26, 2023, we sold an additional $ 28 million aggregate principal amount of 5.34 % Senior Secured Notes, Series D, due May 1, 2031 (Additional Series D Notes and, together with the Initial Series D Notes, the Series D Notes) and an additional $ 20 million aggregate principal amount of 5.45 % Senior Secured Notes, Series E, due May 1, 2036 (Additional Series E Notes and together with the Initial Series E Notes, Series E Notes). The senior secured notes issued under the March 2023 NPA are secured pursuant to the Deed of Trust. The March 2023 NPA provides for optional prepayment and make-whole payments with respect to any series of notes issued under the March 2023 NPA. The March 2023 NPA also contains customary covenants, restricting us, subject to certain exceptions, from among other things, entering into mergers and consolidations, and sales of substantial assets. In addition, the March 2023 NPA requires that we maintain a consolidated senior debt to consolidated total capitalization ratio of no greater than 0.65 to 1.00 and observe certain customary reporting requirements and other affirmative covenants. The March 2023 NPA contains customary events of default, including the failure to pay principal or interest when due, among others. If any such event of default occurs and is continuing, among other remedies provided in the March 2023 NPA, the outstanding principal of the notes issued under the March 2023 NPA may be declared due and payable. We used the proceeds from the sale of the senior secured notes under the March 2023 NPA for general corporate purposes, including repayment of outstanding CP Notes. The Series C Notes bear interest at a rate of 5.50 % per annum and mature on May 1, 2026. The Series D Notes bear interest at a rate of 5.34 % per annum and mature on May 1, 2031. The Series E Notes bear interest at a rate of 5.45 % per annum and mature on May 1, 2036. Interest on the senior secured notes issued on March 29, 2023 was accrued beginning from March 29, 2023. Interest on the senior secured notes issued on April 26, 2023 was accrued beginning from April 26, 2023. All interest will be payable semi-annually on May 1 and November 1 of each year, beginning on November 1, 2023. Issuance of Senior Secured Notes Under Indenture On May 11, 2023, we issued $ 600 million aggregate principal amount of 4.30 % Senior Secured Notes due May 15, 2028 (2028 Notes) and $ 400 million aggregate principal amount of 4.95 % Senior Secured Notes due September 15, 2052 (2052 Notes). The 2052 Notes constitute an additional issuance of our 4.95 % Senior Secured Notes due 2052, $ 500 million of which we previously issued on September 8, 2022. The 2028 Notes and 2052 Notes were issued under one of our existing indentures and are secured pursuant to the Deed of Trust. We used the proceeds (net of the initial purchasers’ discount fees, expenses, and accrued interest) of approximately $ 970 million from the sale of the 2028 Notes and 2052 Notes for general corporate purposes, including to repay on May 11, 2023, the full amount of $ 625 million outstanding under our unsecured term loan credit agreement, dated January 24, 2023, the full amount of $ 150 million outstanding under our unsecured term loan credit agreement, dated March 22, 2023, and the then-full amount of $ 100 million outstanding under our AR Facility. The 2028 Notes bear interest at a rate of 4.30 % per annum and mature on May 15, 2028. The 2052 Notes bear interest at a rate of 4.95 % per annum and mature on September 15, 2052. Interest on the 2028 Notes accrued from May 11, 2023 and will be payable semi-annually on May 15 and November 15 of each year, beginning on November 15, 2023. Interest on the 2052 Notes accrued from March 15, 2023, and will be payable semi-annually on March 15 and September 15 of each year, beginning on September 15, 2023. Prior to April 15, 2028 in the case of the 2028 Notes and March 15, 2052 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 April 15, 2028 in the case of the 2028 Notes and March 15, 2052 in the case of the 2052 Notes, we may redeem them 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. AR Facility On April 28, 2023, we and our bankruptcy-remote special purpose entity Receivables LLC, a wholly-owned subsidiary of Oncor, established the AR Facility, a revolving accounts receivable securitization facility. Under the terms of the AR Facility, Oncor sells or contributes all of its existing and future accounts receivable from REPs and certain related rights to Receivables LLC as contemplated by the terms of the AR Facility. Receivables LLC then pledges those REP receivables and related rights to the lenders under the AR Facility as collateral for borrowings. Oncor serves as servicer of the AR Facility and receives a fee from Receivables LLC equal to 1.00 % per annum of the aggregate unpaid balance of receivables as of the last day of each settlement period. Receivables LLC’s sole business consists of the purchase or acceptance through capital contributions of the receivables and related rights from Oncor and the subsequent retransfer of or granting of a security interest in such receivables and related rights to the administrative agent for the benefit of the lenders pursuant to the receivables financing agreement. Receivables LLC is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to have amounts owed to them be satisfied out of Receivables LLC’s assets prior to any assets or value in Receivables LLC becoming available to Receivables LLC’s equity holder. The assets of Receivables LLC are not available to pay creditors of Oncor or any affiliate thereof. Receivables LLC is considered a VIE. See Note 10 for more information related to our consolidated VIE. Oncor has access to the AR Facility, under which Receivables LLC may borrow at any one time an amount equal to the lesser of the facility limit of $ 500 million and the borrowing base amount calculated based on the outstanding balance of eligible receivables held as collateral, subject to certain reserves, concentration limits, and other limitations. The amounts available for borrowing may vary based on the amount of accounts receivable that Receivables LLC holds. At June 30, 2023, the borrowing base for the AR Facility was $ 495 million. After taking into account the $ 325 million in aggregate borrowings outstanding, $ 170 million in borrowing capacity was available under the AR Facility at June 30, 2023. On July 28, 2023, we borrowed an additional $ 135 million under the AR Facility. The agreements relating to the AR Facility contain customary representations and warranties, affirmative and negative covenants, and events of default, including but not limited to those providing for the acceleration of amounts owed under the AR Facility if, among other things, Receivables LLC fails to pay interest or other amounts due, Receivables LLC becomes insolvent or subject to bankruptcy proceedings or certain judicial judgments or breaches of certain representations and warranties and covenants. The AR Facility will terminate at the earlier of (i) April 28, 2026, (ii) the date on which the termination date is declared or deemed to have occurred upon the exercise of remedies by the administrative agent, or (iii) the date that is 30 days after notice by Receivables LLC. Subject to the consent of the administrative agent and the lenders, Receivables LLC may, 30 days prior to each anniversary date of the receivables financing agreement, extend the AR Facility in one-year increments. Term Loan Credit Agreement Activity On January 9, 2023, we repaid the remaining $ 100 million principal amount outstanding under a term loan credit agreement, dated July 6, 2022, that was due to mature on August 30, 2023 . Following such repayment, no borrowings remained outstanding and the term loan credit agreement ceased to be 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. The term loan credit agreement had 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 term loan credit agreement. The proceeds from the borrowings were used for general corporate purposes, including repayment of outstanding CP Notes. Loans under the term loan credit agreement bore interest at a rate per annum equal to SOFR calculated based on term SOFR for a one-month interest period as of a specified date, plus the SOFR Adjustment, plus a spread of 0.85 %. On May 11, 2023, we repaid the full $ 625 million aggregate principal amount outstanding under the term loan credit agreement. As a result of the repayment, no borrowings remained outstanding and the term loan credit agreement ceased to be in effect . On March 22, 2023 , we entered into an unsecured term loan credit agreement with a commitment equal to an aggregate principal amount of $ 150 million. The term loan credit agreement had a maturity date of April 30, 2024 . On March 23, 2023 , we borrowed $ 150 million under the term loan credit agreement. The proceeds from the borrowing were used for general corporate purposes, including repayment of outstanding CP Notes. Loans under the term loan credit agreement bore interest at a rate per annum equal to SOFR calculated based on term SOFR for a one-month interest period as of a specified date plus a spread of 0.95 %. On May 11, 2023, we repaid the full $ 150 million aggregate principal amount outstanding under the term loan credit agreement. As a result of the repayment, no borrowings remained outstanding and the term loan credit agreement ceased to be in effect. Fair Value of Long-Term Debt At June 30, 2023 and December 31, 2022, the estimated fair value of our long-term debt (including current maturities) totaled $ 12.085 billion and $ 10.398 billion, respectively, and the carrying amount totaled $ 12.822 billion and $ 11.228 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. |