LONG-TERM DEBT

12 Months Ended

Dec. 31, 2023

We have $2.9 billion of long-term debt which consists of mortgage notes payable, pollution control revenue bonds and the Springerville certificates. The mortgage notes payable and pollution control revenue bonds are secured on a parity basis by a Master First Mortgage Indenture, Deed of Trust and Security Agreement (“Master Indenture”). Substantially all our assets, rents, revenues and margins are pledged as collateral. The Springerville certificates are secured by the assets of Springerville Unit 3. All long-term debt contains certain restrictive financial covenants, including a DSR requirement on an annual basis and an ECR requirement of at least 18 percent at the end of each fiscal year. Other than long-term debt for the Springerville certificates that has a DSR requirement of at least 1.02 on an annual basis, all other long-term debt contains a DSR requirement of at least 1.10 on an annual basis. A DSR below 1.025 under the Master Indenture would require us to transfer all cash to a special fund managed by the trustee of the Master Indenture.

We have a secured revolving credit facility with National Rural Utilities Cooperative Finance Corporation ("CFC"), as lead arranger and administrative agent, in the amount of $520 million (“2022 Revolving Credit Agreement”) that expires on April 25, 2027. We had no outstanding borrowings under the 2022 Revolving Credit Agreement as of December 31, 2023. As of December 31, 2023, we had $336 million in availability (including $315 million under the commercial paper back-up sublimit) under the 2022 Revolving Credit Agreement.

On March 24, 2023, we entered into a two-year, $150 million variable rate syndicated multiple advance term loan agreement with CoBank, ACB, as the administrative agent. On the date of closing, we drew $100 million from the loan. On June 13, 2023, we drew the remaining $50 million from the loan.

On December 19, 2023 we entered into a 27-year, $100 million fixed rate term loan with CFC.

The First Mortgage Bonds, Series 2014 E-1, of $128 million, are maturing in November 2024. We will refinance or repay this debt depending upon market conditions, liquidity, Utility Member withdrawals and the amount of contract termination payments received.

Long-term debt, including applicable terms and interest rates as of December 31, 2023, consists of the following (dollars in thousands):


	December 31, 2023		December 31, 2022
Mortgage notes payable
2.32% to 6.44% CFC, due through 2050	$	177,260	$	85,855
2.63% to 4.43% CoBank, ACB, due through 2042	159,736		174,985
First Mortgage Obligations, Series 2017A, Tranche 1, 3.34%, due through 2029	60,000		60,000
First Mortgage Obligations, Series 2017A, Tranche 2, 3.39%, due through 2029	60,000		60,000
First Mortgage Bonds, Series 2016A, 4.25% due 2046	228,783		228,783
First Mortgage Bonds, Series 2014E-1, 3.70% due 2024	128,002		128,002
First Mortgage Bonds, Series 2014E-2, 4.70% due 2044	250,000		250,000
First Mortgage Bonds, Series 2010A, 6.00% due 2040	499,805		499,805
First Mortgage Obligations, Series 2014B, Tranche 1, 3.90%, due through 2033	180,000		180,000
First Mortgage Obligations, Series 2014B, Tranche 2, 4.30%, due through 2039	20,000		20,000
First Mortgage Obligations, Series 2014B, Tranche 3, 4.45%, due through 2045	550,000		550,000

Variable rate CFC, SOFR-based term loans, due through 2049	152,220		152,220
Variable rate CoBank, ACB, SOFR-based term loans, due through 2044	273,925		296,430
Syndicated variable rate, SOFR-based term loan due 2025	150,000		—
Pollution control revenue bonds
Moffat County, CO, 2.90% term rate through October 2027, Series 2009, due 2036	46,800		46,800
Springerville certificates and other debt
Series B, 7.14%, due through 2033	200,503		248,601
New Horizon Mine remaining land installment payments	500		—
Total long-term debt	3,137,534		2,981,481
Less debt issuance costs	(19,723)		(21,481)
Less debt discounts	(8,678)		(8,960)
Plus debt premiums	10,896		11,843
Total debt adjusted for discounts, premiums and debt issuance costs	3,120,029		2,962,883
Less current maturities	(223,523)		(92,920)
Long-term debt	$	2,896,506	$	2,869,963

Annual maturities of total long-term debt adjusted for debt issuance costs, discounts and premiums at December 31, 2023 are as follows (dollars in thousands):


2024 (1)	$	223,523
2025 (2)	238,845
2026	90,538
2027	92,421
2028	99,241
Thereafter	2,375,461
	$	3,120,029

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(1)Includes $128 million bullet maturity for the First Mortgage Bonds, Series 2014 E-1.

(2)Includes $150 million maturity for the syndicated variable rate SOFR-based term loan.