Long-Term Debt

The following table presents outstanding long-term debt principal amounts and due dates as of 2018 and 2017:



(Dollars in Thousands)			At December 31,
Series	Type	Due	2018			2017
Puget Sound Energy:
6.740%	Senior Secured Note¹	2018	$	—		$	200,000
5.500%	Promissory Note	2020	2,412			2,412
7.150%	First Mortgage Bond	2025	15,000			15,000
7.200%	First Mortgage Bond	2025	2,000			2,000
7.020%	Senior Secured Note	2027	300,000			300,000
7.000%	Senior Secured Note	2029	100,000			100,000
3.900%	Pollution Control Bond	2031	138,460			138,460
4.000%	Pollution Control Bond	2031	23,400			23,400
5.483%	Senior Secured Note	2035	250,000			250,000
6.724%	Senior Secured Note	2036	250,000			250,000
6.274%	Senior Secured Note	2037	300,000			300,000
5.757%	Senior Secured Note	2039	350,000			350,000
5.795%	Senior Secured Note	2040	325,000			325,000
5.764%	Senior Secured Note	2040	250,000			250,000
4.434%	Senior Secured Note	2041	250,000			250,000
5.638%	Senior Secured Note	2041	300,000			300,000
4.300%	Senior Secured Note	2045	425,000			425,000
4.223%	Senior Secured Note	2048	600,000			—
4.700%	Senior Secured Note	2051	45,000			45,000
6.974%	Junior Subordinated Note	2067	—			250,000
*	Debt discount, issuance cost and other	*	(31,412		)	(26,361		)
Total PSE long-term debt			3,894,860			3,749,911
Puget Energy:
*	Fair value adjustment of PSE long-term debt	*	(182,372		)	(190,895		)
*	Revolving Credit Agreement	2022	11,900			102,600
*	Term Loan Agreement	2021	150,000			—
6.500%	Senior Secured Note	2020	450,000			450,000
6.000%	Senior Secured Note	2021	500,000			500,000
5.625%	Senior Secured Note	2022	450,000			450,000
3.650%	Senior Secured Note	2025	400,000			400,000
*	Debt discount, issuance cost and other	*	(1,897		)	(3,687		)
Total Puget Energy long-term debt			$	5,672,491		$	5,457,929

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*	Not Applicable.


¹	6.74% Senior Secured Note in the amount of $200.0 million was classified on the Balance Sheet as a current maturity of long-term debt as of June 15, 2017.

PSE's senior secured notes will cease to be secured by the pledged first mortgage bonds on the date that all of the first mortgage bonds issued and outstanding under the electric or natural gas utility mortgage indenture have been retired. As of December 31, 2018, the latest maturity date of the first mortgage bonds, other than pledged first mortgage bonds, is December 22, 2025.

Puget Energy Long-Term Debt

On October 1, 2018, Puget Energy entered into a $150.0 million, three-year term loan agreement with a small group of banks. The agreement allows Puget Energy to borrow at either the banks' prime rate or at LIBOR plus a spread based on credit rating. The Term Loan Agreement also includes an expansion feature, pursuant to which Puget Energy may request to increase the aggregate amount of the Term Loan Agreement, obtain incremental term loans or any combination of increases and incremental term loans in an amount up to $100.0 million. The proceeds from the term loan will be used to repay borrowings under the revolving credit facility, which carries a higher interest rate.

Puget Sound Energy Long-Term Debt

PSE has in effect a shelf registration statement ("the existing shelf") under which it may issue, as of the date of this report, up to $200.0 million aggregate principal amount of senior notes secured by first mortgage bonds. The existing shelf will expire in November 2019.

Substantially all utility properties owned by PSE are subject to the lien of the Company’s electric and natural gas mortgage indentures. To issue additional first mortgage bonds under these indentures, PSE’s earnings available for interest must exceed certain minimums as defined in the indentures. At December 31, 2018, the earnings available for interest exceeded the required amount.

On March 5, 2018, PSE commenced a tender offer and related consent solicitation to purchase any and all of the outstanding $250.0 million 6.974% Series A Enhanced Junior Subordinated Notes due June 1, 2067. Holders of the notes received $1,005 per $1,000 principal amount of notes plus accrued and unpaid interest for notes tendered and accepted by the early tender payment deadline of March 16, 2018. Holders of notes tendered after the early tender payment deadline, but prior to the tender offer expiration on April 2, 2018 were to receive the tender offer consideration of $975 per $1,000 of principal amount of the notes plus accrued but unpaid interest. A total of $193.4 million in principal amount of notes were tendered by the early payment deadline and no notes were tendered after the early payment deadline. On March 20, 2018, $194.9 million was paid to the holders of the tendered notes. This amount included the principal, early tender consideration and accrued interest up to, but not including March 20, 2018.

Concurrently with the tender offer, PSE solicited consents from a majority (in principal amount) of the holders of PSE’s 6.274% Senior Notes due March 15, 2037 to terminate the replacement capital covenant granted to the holders of those notes. The termination of the covenant was necessary because it included restrictions related to repurchases, redemptions and repayments of the 6.974% Series A Enhanced Junior Subordinated Notes. PSE received consents from holders of 87.7% of the 6.274% Senior Notes and paid a consent fee totaling $2.6 million to those holders on March 19, 2018.

On March 28, 2018, PSE issued a notice of redemption, effective April 27, 2018, for the remaining $56.6 million principal amount of the 6.974% Series A Enhanced Junior Subordinated Notes. The notes were redeemed at a price equal to 100% of their principal amount plus accrued and unpaid interest up to, but excluding the redemption date.

On June 4, 2018, PSE issued $600.0 million of 30-year Senior Notes under its senior note indenture at an interest rate of 4.223% with a maturity date of June 15, 2048. The proceeds from the issuance were used to pay the principal and accrued interest on the Company’s $200.0 million Secured Notes that matured on June 15, 2018, outstanding commercial paper borrowings of $348.0 million and other general corporate expenses.

Long-Term Debt Maturities

The principal amounts of long-term debt maturities for the next five years and thereafter are as follows:



(Dollars in Thousands)	2019		2020		2021		2022		2023		Thereafter		Total
Maturities of:
PSE	$	—	$	2,412	$	—	$	—	$	—	$	3,923,860	$	3,926,272
Puget Energy	—		450,000		650,000		461,900		—		400,000		1,961,900
Total long-term debt	$	—	$	452,412	$	650,000	$	461,900	$	—	$	4,323,860	$	5,888,172