LONG-TERM DEBT | 5. LONG-TERM DEBT At June 30, 2024, our long-term debt consisted of U.S. dollar-denominated and euro-denominated fixed rate senior secured notes, variable rate secured debt borrowed under our AR Facility and variable rate unsecured debt borrowed under the $500M Credit Facility. At June 30, 2024 and December 31, 2023, our long-term debt consisted of the following: At June 30, At December 31, 2024 2023 Total U.S. Dollar-denominated Fixed Rate Senior Secured Notes $ 13,845 $ 13,445 Euro-denominated Fixed Rate Senior Secured Notes: 3.50 % Euro Notes due May 15, 2031 measured at issuance (a) 542 - Remeasurement adjustment at June 30, 2024 (b) ( 6 ) - Total Euro-denominated Fixed Rate Senior Secured Notes 536 - Total Fixed Rate Senior Secured Notes (c) 14,381 13,445 Variable Rate Secured Debt: AR Facility due April 28, 2027 (d) 140 - Variable Rate Unsecured Debt: $500M Credit Facility due February 21, 2027 (e) 500 - Total long-term debt 15,021 13,445 Unamortized discount, premium and debt issuance costs ( 159 ) ( 151 ) Long-term debt, noncurrent $ 14,862 $ 13,294 ___________ (a) On May 21, 2024, we issued the Euro Notes. Our euro-denominated fixed rate payment obligations under the Euro Notes were effectively converted to U.S. dollar-denominated fixed-rate payment obligations at issuance through concurrently-executed cross-currency swaps, which are expected to mitigate foreign currency exchange rate risk associated with the interest and principal payments on the Euro Notes that are due in euros. As a result of the cross-currency swaps, the U.S. dollar principal amount due on the Euro Notes at maturity will be $ 542 million and the all-in U.S. dollar fixed-rate coupon on the Euro Notes is 5.371 %. (b) The remeasurement was calculated based on the exchange rate of €1.00 to $ 1.0713 on June 30, 2024. (c) 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. (d) Amounts borrowed under our AR Facility are secured by accounts receivable from REPs and certain related rights under our AR Facility. See “AR Facility” below for additional information. (e) Amounts borrowed under the $500M Credit Facility are unsecured. See “$500M Credit Facility” below for additional information. At June 30, 2024 and December 31, 2023, our U.S. dollar-denominated fixed rate senior secured notes consisted of the following: At June 30, At December 31, 2024 2023 U.S. Dollar-denominated Fixed Rate Senior Secured Notes: 2.75 % Senior Notes due June 1, 2024 $ - $ 500 2.95 % Senior Notes due April 1, 2025 (a) 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 200 200 4.30 % Senior Notes due May 15, 2028 600 600 3.70 % Senior Notes due November 15, 2028 650 650 5.75 % Senior Notes due March 15, 2029 318 318 5.00 % Senior Notes, Series F, due May 1, 2029 100 - 2.75 % Senior Notes due May 15, 2030 700 700 5.34 % Senior Notes, Series D, due May 1, 2031 100 100 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 5.65 % Senior Notes due November 15, 2033 800 800 5.45 % Senior Notes, Series E, due May 1, 2036 100 100 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 900 900 5.35 % Senior Notes due October 1, 2052 300 300 5.49 % Senior Notes, Series G, due May 1, 2054 50 - 5.55 % Senior Notes due June 15, 2054 750 - Total U.S. dollar-denominated Fixed Rate Senior Secured Notes $ 13,845 $ 13,445 ___________ (a) In accordance with ASC 470-10 “Debt”, our ability to refinance $ 350 million aggregate principal amount of our 2.95 % Senior Notes due April 1, 2025 on a long-term basis, through the available capacity of our AR Facility , and our intent to refinance such notes on a long-term basis, results in $ 350 million being classified as long-term debt, noncurrent as of June 30, 2024. 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. AR Facility In April 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 11 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 borrowing base. The borrowing base is defined under the receivables financing agreement as an amount equal to the lesser of (i) the facility limit of $ 500 million or (ii) the amount calculated based on the outstanding balance of eligible receivables held as collateral at a particular time, subject to certain reserves, concentration limits, and other limitations. Borrowings under the AR Facility bear interest at the daily cost of asset-backed commercial paper issued by the conduit lenders to fund the loans, plus related dealer commissions and note issuance costs, or, if funded by the committed lenders, a rate per annum equal to SOFR calculated based on term SOFR for a one-month interest period, plus the SOFR Adjustment. Receivables LLC also pays a used and unused fee in connection with the AR Facility. The agreements relating to the AR Facility contain customary representations and warranties and affirmative and negative covenants. The agreements relating to the AR Facility also contain customary events of default for a facility of this type, the occurrence of which provides for the acceleration of all outstanding loans made under the AR Facility, including Receivables LLC’s failure to pay interest or other amounts due, Receivables LLC becoming insolvent or subject to bankruptcy proceedings or certain judicial judgments or breaches of certain representations and warranties and covenants. On April 26, 2024, the scheduled termination date of the AR Facility was extended by one year from April 28, 2026 to April 28, 2027. The AR Facility will terminate at the earlier of (i) the scheduled termination date of April 28, 2027, (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 of termination is provided 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 subject to lender approvals. $500M Credit Facility On February 21, 2024, we entered into an unsecured revolving $500M Credit Facility. The $500M Credit Facility has a borrowing capacity of $ 500 million and a maturity date of February 21, 2027. The $500M Credit Facility gives us the option to request an increase in our borrowing capacity of up to $ 500 million in $ 100 million minimum increments, subject to certain conditions, including lender approvals. The $500M Credit Facility also provides us with the option to request that each lender extend the term of its commitment for up to two additional one-year periods, subject to certain conditions, including lender approvals. Borrowings under the $500M Credit Facility bear interest at a per annum rate equal to, at our option, (i) term SOFR for the interest period relevant to such borrowing, plus the SOFR Adjustment, plus an applicable margin of between 0.875 % and 1.50 %, depending on certain credit ratings assigned to us, or (ii) an alternate base rate (equal to the greatest of (1) the prime rate publicly announced from time to time by the administrative agent as its prime rate, (2) the federal funds effective rate, plus 0.50 %, and (3) term SOFR for a one-month interest period on such date, plus the SOFR Adjustment, plus 1.0 %), plus, in the case of clauses (1) through (3), an applicable margin of between 0.00 % and 0.50 %, depending on certain credit ratings assigned to our debt. The $500M Credit Facility also provides for an alternative rate of interest upon the occurrence of certain events related to the current rate of interest benchmark. A commitment fee is payable quarterly in arrears and upon termination or commitment reduction at a rate per annum equal to between 0.075 % and 0.625 % of the commitments under the $500M Credit Facility, depending on certain credit ratings assigned to us and the utilization percentage. The utilization percentage is determined by dividing the aggregate principal amount of loans outstanding under the $500M Credit Facility by the total commitments. At June 30, 2024, $ 500 million aggregate principal amount of borrowings were outstanding under the $500M Credit Facility. Long-Term Debt-Related Activity in the Six Months ended June 30, 2024 Senior Secured Notes Issuance of 2024 NPA Notes On April 24, 2024, we issued $ 100 million aggregate principal amount of 5.00 % Senior Secured Notes, Series F, due May 1, 2029 (Series F Notes) and $ 50 million aggregate principal amount of 5.49 % Senior Secured Notes, Series G, due May 1, 2054 (Series G Notes, and together with the Series F Notes, the 2024 NPA Notes). The 2024 NPA Notes were issued pursuant to the Note Purchase Agreement, dated March 27, 2024, between Oncor and the purchasers named therein (2024 NPA). We used the proceeds from the sale of the 2024 NPA Notes for general corporate purposes, including to repay outstanding CP Notes. The Series F Notes bear interest at a rate of 5.00 % per annum and mature on May 1, 2029. The Series G Notes bear interest at a rate of 5.49 % per annum and mature on May 1, 2054. Interest on the 2024 NPA Notes will be payable semi-annually on May 1 and November 1, beginning November 1, 2024. Prior to April 1, 2029 in the case of the Series F Notes and November 1, 2053 in the case of the Series G 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 1, 2029 in the case of the Series F Notes and November 1, 2053 in the case of the Series G 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 2024 NPA contains customary covenants, restricting, subject to certain exceptions, us from, among other things, entering into mergers and consolidations, and sales of substantial assets. In addition, the 2024 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 2024 NPA also contains customary events of default, including the failure to pay principal or interest on the 2024 NPA Notes when due, among others. If any such event of default occurs and is continuing, among other remedies provided in the 2024 NPA, the outstanding principal of the 2024 NPA Notes may be declared due and payable. Issuance of Euro Notes Under Indenture On May 21, 2024, we issued € 500 million aggregate principal amount of Euro Notes. The Euro Notes were issued under one of our existing indentures and are secured pursuant to the Deed of Trust. Our euro-denominated fixed-rate payment obligations under the Euro Notes were effectively converted to U.S. dollar-denominated fixed-rate payment obligations at issuance through concurrently-executed cross-currency swaps, which are expected to mitigate foreign currency exchange risk associated with the interest and principal payments on the Euro Notes that are due in euros. As a result of the cross-currency swaps, the U.S. dollar principal amount due on the Euro Notes at maturity will be $ 542 million and the all-in U.S. dollar fixed-rate coupon on the Euro Notes is 5.371 %. See Note 10 for more information on our cross-currency swaps activities. We intend to allocate/disburse the net proceeds from the sale of the Euro Notes, or an amount equal to the net proceeds from the sale of the Euro 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 will include new and/or existing projects which fall into one or more of the eligible categories of renewable energy, energy efficiency and climate change adaptation, and also meet the eligibility criteria set forth in the applicable offering documents. Prior to the allocation/disbursement of the full amount of the net proceeds from the sale of the Euro Notes to eligible green projects, we temporarily applied such net proceeds to repay $ 400 million aggregate principal amount outstanding under our AR Facility, which amount reflected the entire amount then-outstanding, and to repay outstanding CP Notes. The Euro Notes bear interest at a rate of 3.50 % per annum and mature on May 15, 2031. Interest on the Euro Notes will accrue from the date of the original issuance and will be payable annually on May 15 of each year, beginning on May 15, 2025. Prior to February 15, 2031, we may redeem the Euro 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, 2031, we may redeem the Euro Notes at any time, in whole or in part, at a redemption price equal to 100 % of the principal amount of the Euro Notes, plus accrued and unpaid interest. We may also redeem the Euro Notes for cash in whole, but not in part, at the redemption price equal to 100 % of the principal amount of the Euro Notes, plus accrued and unpaid interest, if certain tax events occur that would obligate us to pay certain additional amounts. Issuance of Senior Secured Notes Under Indenture (2054 Notes) On June 21, 2024, we issued $ 750 million aggregate principal amount of 5.55 % Senior Secured Notes due June 15, 2054 (2054 Notes) . The 2054 Notes were issued under one of our existing indentures and are secured pursuant to the Deed of Trust. We used the net proceeds from the sale of the 2054 Notes for general corporate purposes, including to repay outstanding CP Notes. The 2054 Notes bear interest at a rate of 5.55 % per annum and mature on June 15, 2054. Interest on the 2054 Notes accrued from June 21, 2024 and will be payable semi-annually on June 15 and December 15 of each year, beginning on December 15, 2024. Prior to December 15, 2053, we may redeem the 2054 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 December 15, 2053, we may redeem the 2054 Notes at any time, in whole or in part, at a redemption price equal to 100 % of the principal amount of the 2054 Notes, plus accrued and unpaid interest. Senior Secured Notes Repayment We repaid in full at maturity the $ 500 million aggregate principal amount of our 2.75 % Senior Secured Notes due June 1, 2024 , plus accrued and unpaid interest on such notes. AR Facility On May 21, 2024, we repaid the $ 400 million aggregate principal amount then outstanding under the AR Facility. We borrowed $ 100 million and $ 140 million aggregate principal amount under the AR Facility on April 29, 2024 and June 27, 2024, respectively. The proceeds of the borrowings were used for general corporate purposes, including to repay outstanding CP Notes. At June 30, 2024, the borrowing base for the AR Facility was $ 500 million and the aggregate borrowings outstanding under the AR Facility totaled $ 140 million. Fair Value of Long-Term Debt At June 30, 2024 and December 31, 2023, the estimated fair value of our long-term debt (including current maturities) totaled $ 13.796 billion and $ 12.798 billion, respectively, and the carrying amount totaled $ 14.862 billion and $ 13.294 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. |