Oncor Electric Delivery S-4 Registration of securities issued in business combination transactions

Exhibit 99(d)

ONCOR ELECTRIC DELIVERY COMPANY LLC

Offers to Exchange the Exchange Notes Set Forth Below

Registered Under the Securities Act of 1933, as amended,

for

Any and All Outstanding Notes

Set Forth Opposite the Corresponding Exchange Notes

EXCHANGE NOTES	OUTSTANDING NOTES
$400,000,000 aggregate principal amount of its 4.15% Senior Secured Notes due 2032	$400,000,000 aggregate principal amount of its 4.15% Senior Secured Notes due 2032
$700,000,000 aggregate principal amount of its 4.55% Senior Secured Notes due 2032	$700,000,000 aggregate principal amount of its 4.55% Senior Secured Notes due 2032
$400,000,000 aggregate principal amount of its 4.60% Senior Secured Notes due 2052	$400,000,000 aggregate principal amount of its 4.60% Senior Secured Notes due 2052
$500,000,000 aggregate principal amount of its 4.95% Senior Secured Notes due 2052	$500,000,000 aggregate principal amount of its 4.95% Senior Secured Notes due 2052

            , 20    

To Our Clients:

Enclosed for your consideration are a Prospectus, dated                , 20    (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offers by Oncor Electric Delivery Company LLC (the “Company”) to exchange (the “Exchange Offers”) up to (i) $400,000,000 aggregate principal amount of its 4.15% Senior Secured Notes due 2032 (the “4.15% 2032 Exchange Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of its existing 4.15% Senior Secured Notes due 2032 issued in a private offering on May 20, 2022 (the “Outstanding 4.15% 2032 Notes”), (ii) $700,000,000 aggregate principal amount of its 4.55% Senior Secured Notes due 2032 (the “4.55% 2032 Exchange Notes”) that have been registered under the Securities Act, for any and all of its existing 4.55% Senior Secured Notes due 2032 issued in a private offering on September 8, 2022 (the “Outstanding 4.55% 2032 Notes”), (iii) $400,000,000 aggregate principal amount of its 4.60% Senior Secured Notes due 2052 (the “4.60% 2052 Exchange Notes”) that have been registered under the Securities Act, for any and all of its existing 4.60% Senior Secured Notes due 2052 issued in a private offering on May 20, 2022 (the “Outstanding 4.60% 2052 Notes”), and (iv) $500,000,000 aggregate principal amount of its 4.95% Senior Secured Notes due 2052 (together with the 4.15% 2032 Exchange Notes, the 4.55% 2032 Exchange Notes, and the 4.60% 2052 Exchange Notes, the “Exchange Notes”) that have been registered under the Securities Act, for any and all of its existing 4.95% Senior Secured Notes due 2052 issued in a private offering on September 8, 2022 (together with the Outstanding 4.15% 2032 Notes, the Outstanding 4.55% 2032 Notes, and the Outstanding 4.60% 2052 Notes, the “Outstanding Notes”), in integral multiples of $2,000 and multiples of $1,000 in excess thereof upon the terms and subject to the conditions of the enclosed Prospectus and Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects to the respective series of Outstanding Notes, except the Exchange Notes will be registered under the Securities Act and do not contain terms with respect to transfer restrictions, registration rights and additional interest for failure to observe certain obligations in the registration rights agreement applicable to the Outstanding Notes. The Company will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offers is subject to certain conditions described in the Prospectus.

PLEASE NOTE THAT THE EXCHANGE OFFERS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                , 2023 (THE “EXPIRATION DATE”), UNLESS THE COMPANY EXTENDS THE EXCHANGE OFFERS.

The enclosed materials are being forwarded to you as the beneficial owner of the Outstanding Notes held by us for your account but not registered in your name. A tender of such Outstanding Notes may only be made by us as the registered holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of Outstanding Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if such beneficial owners wish to tender their Outstanding Notes in the Exchange Offers.

Accordingly, we request instructions as to whether you wish to tender any or all such Outstanding Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. If you have any questions regarding the terms of the Exchange Offers, please direct your questions to The Bank of New York Mellon Trust Company, N.A. (the “Exchange Agent”). If you wish to have us tender any or all of your Outstanding Notes, please so instruct us by completing, signing and returning to us the “Instructions to Registered Holder from Beneficial Owner” form that appears below. We urge you to read the Prospectus and the Letter of Transmittal carefully before instructing us as to whether or not to tender your Outstanding Notes. If you require assistance, you should consult your financial, tax or other professional advisors. Holders who wish to participate in the Exchange Offers are asked to respond promptly by completing and returning the enclosed Letter of Transmittal and all other required documentation to the Exchange Agent.

The accompanying Letter of Transmittal is furnished to you for your information only and may not be used by you to tender Outstanding Notes held by us and registered in our name for your account or benefit.

If we do not receive written instructions in accordance with the below and the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Outstanding Notes on your account.

INSTRUCTIONS TO REGISTERED HOLDER FROM BENEFICIAL OWNER

The undersigned beneficial owner acknowledges receipt of your letter and the accompanying Prospectus dated                , 20    (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offers (the “Exchange Offers”) by Oncor Electric Delivery Company LLC (the “Company”) to exchange up to (i) $400,000,000 aggregate principal amount of its 4.15% Senior Secured Notes due 2032 (the “4.15% 2032 Exchange Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of its existing 4.15% Senior Secured Notes due 2032 issued in a private offering on May 20, 2022 (the “Outstanding 4.15% 2032 Notes”), (ii) $700,000,000 aggregate principal amount of its 4.55% Senior Secured Notes due 2032 (the “4.55% 2032 Exchange Notes”) that have been registered under the Securities Act, for any and all of its existing 4.55% Senior Secured Notes due 2032 issued in a private offering on September 8, 2022 (the “Outstanding 4.55% 2032 Notes”), (iii) $400,000,000 aggregate principal amount of its 4.60% Senior Secured Notes due 2052 (the “4.60% 2052 Exchange Notes”) that have been registered under the Securities Act, for any and all of its existing 4.60% Senior Secured Notes due 2052 issued in a private offering on May 20, 2022 (the “Outstanding 4.60% 2052 Notes”), and (iv) $500,000,000 aggregate principal amount of its 4.95% Senior Secured Notes due 2052 (together with the 4.15% 2032 Exchange Notes, the 4.55% 2032 Exchange Notes, and the 4.60% 2052 Exchange Notes, the “Exchange Notes”) that have been registered under the Securities Act, for any and all of its existing 4.95% Senior Secured Notes due 2052 issued in a private offering on September 8, 2022 (together with the Outstanding 4.15% 2032 Notes, the Outstanding 4.55% 2032 Notes, and the Outstanding 4.60% 2052 Notes, the “Outstanding Notes”), upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

This will instruct you, the registered holder, to tender the principal amount of the Outstanding Notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal.

Principal Amount Held for Account Holder(s) Principal Amount to be Tendered*

* Unless otherwise indicated, the entire principal amount held for the account of the undersigned will be tendered.

If the undersigned instructs you to tender the Outstanding Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Outstanding Notes, including but not limited to the representations that (a) the Exchange Notes acquired in exchange for the Outstanding Notes pursuant to the Exchange Offers are being acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not the undersigned, (b) the undersigned is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of Exchange Notes and (c) the undersigned is not an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company. If the holder is a broker-dealer that will receive the Exchange Notes for its own account in exchange for the Outstanding Notes, representations and warranties include that (x) the Outstanding Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities, (y) it did not purchase its Outstanding Notes from the Company or any of its affiliates and (z) it will deliver a prospectus in connection with any resale or transfer of such Exchange Notes. If a holder of the Outstanding Notes is an affiliate of the Company, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offers, such holder may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission relating to exemptions from the registration and prospectus delivery requirements of the Securities Act and must comply with such requirements in connection with any secondary resale transaction.

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Dated:                                                              

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