Oncor Electric Delivery 424B3 Prospectus supplement

Filed pursuant to Rule 424(b)(3)
Registration No. 333-275943

PROSPECTUS

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
$600,000,000 aggregate principal amount of its 4.30% Senior Secured Notes due 2028		$600,000,000 aggregate principal amount of its 4.30% Senior Secured Notes due 2028

$800,000,000 aggregate principal amount of its 5.65% Senior Secured Notes due 2033		$800,000,000 aggregate principal amount of its 5.65% Senior Secured Notes due 2033

$400,000,000 aggregate principal amount of its 4.95% Senior Secured Notes due 2052		$400,000,000 aggregate principal amount of its 4.95% Senior Secured Notes due 2052

We are offering to exchange (such transactions, the exchange offers) (i) $600,000,000 aggregate principal amount of our 4.30% Senior Secured Notes due 2028 (2028 exchange notes) that have been registered under the Securities Act of 1933, as amended (Securities Act), for any and all of our existing 4.30% Senior Secured Notes due 2028 issued in a private offering on May 11, 2023 (outstanding 2028 notes), (ii) $800,000,000 aggregate principal amount of our 5.65% Senior Secured Notes due 2033 (2033 exchange notes) that have been registered under the Securities Act, for any and all of our existing 5.65% Senior Secured Notes due 2033 issued in a private offering on November 13, 2023 (outstanding 2033 notes), and (iii) $400,000,000 aggregate principal amount of our 4.95% Senior Secured Notes due 2052 (2052 exchange notes, and together with the 2028 exchange notes and the 2033 exchange notes, the exchange notes) that have been registered under the Securities Act, for any and all of our existing 4.95% Senior Secured Notes due 2052 issued in a private offering on May 11, 2023 (outstanding 2052 notes, and together with the outstanding 2028 notes and the outstanding 2033 notes, the outstanding notes). The outstanding 2052 notes were an additional issuance of our 4.95% Senior Secured Notes due 2052, $500,000,000 of which we previously issued on September 8, 2022 and are currently outstanding (initial 2052 notes). The 2052 exchange notes will have substantially the same terms, including, without limitation, the same maturity date and interest payment dates, as the initial 2052 notes, and will be part of the same series as the initial 2052 notes. The 2052 exchange notes are expected to be designated by the same CUSIP number as, and be fungible with, the initial 2052 notes that were previously exchanged on January 20, 2023 in an offering registered under the Securities Act (exchanged initial 2052 notes).

The Exchange Offers

•

We will exchange all unregistered outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes of the respective series that are registered under the Securities Act.

•

You may withdraw tenders of outstanding notes at any time prior to the expiration of the exchange offers.

•

The exchange offers expire at 5:00 p.m., New York City time, on January 22, 2024, unless extended. We do not currently intend to extend the expiration date.

•

The exchange of outstanding notes for exchange notes in the exchange offers will not be a taxable event for U.S. federal income tax purposes.

•

The exchange notes to be issued in the exchange offers will have terms identical in all material respects to the respective series of outstanding notes, except that 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 such outstanding notes.

Results of the Exchange Offers

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Except as prohibited by applicable law, the exchange notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such methods. The exchange notes are a new issue of securities for which there is no established public market. There is only a limited market for the exchanged initial 2052 notes. We do not intend to list the exchange notes on a national securities exchange or market.

•

We will not receive any proceeds from the exchange offers.

All untendered outstanding notes will remain outstanding and continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the indenture governing the outstanding notes. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offers, we do not currently anticipate that we will register the outstanding notes under the Securities Act.

Each broker-dealer that receives exchange notes for its own account in the exchange offers must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. The letter of transmittal states that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where the broker-dealer acquired such outstanding notes as a result of market-making or other trading activities.

We have agreed to keep effective the registration statement of which this prospectus is a part until the earlier of 90 days after the completion of the exchange offers or such time as broker-dealers no longer own any notes. See “Plan of Distribution.”

See “Risk Factors” beginning on page 11 for a discussion of certain risks that you should consider before participating in the exchange offers.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange notes to be distributed in the exchange offers or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is December 20, 2023.

You should rely only on the information included in this prospectus. We have not authorized anyone to provide you with additional or different information. The prospectus may be used only for the purposes for which it has been published, and no person has been authorized to give any information not contained herein. If anyone else provides you with additional, different or inconsistent information, you should not rely on it. You should assume that the information contained in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business profile, financial condition, results of operations or prospects may have changed since that date. The representations and warranties contained in any agreement that we have filed as an exhibit to the registration statement of which this prospectus is a part or that we may publicly file in the future may contain representations and warranties made by and to the parties thereto as of specific dates. While we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in the registration statement of which this prospectus is a part not misleading, those representations and warranties may be subject to exceptions and qualifications contained in separate disclosure schedules; may represent the parties’ risk allocation in the particular transaction; or may be qualified by materiality standards that differ from what may be viewed as material for securities law purposes. No offer of these securities is being made in any jurisdiction where such offer is prohibited.

TABLE OF CONTENTS


SUMMARY			2
RISK FACTORS			11
FORWARD-LOOKING STATEMENTS			25
INDUSTRY AND MARKET INFORMATION			27
USE OF PROCEEDS			28
CONSOLIDATED CAPITALIZATION AND SHORT-TERM DEBT OF ONCOR AND SUBSIDIARIES			29
OUR BUSINESS AND PROPERTIES			30
LEGAL PROCEEDINGS			38
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			39
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE			62
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			62
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE			64
EXECUTIVE COMPENSATION			76
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS			116
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE			118
THE EXCHANGE OFFERS			123
DESCRIPTION OF THE NOTES			132
SUMMARY OF MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES			147
SUMMARY OF MATERIAL ERISA CONSIDERATIONS			148
PLAN OF DISTRIBUTION			149
LEGAL MATTERS			149
EXPERTS			149
AVAILABLE INFORMATION			149
GLOSSARY			151
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS			F-1

SUMMARY

This summary highlights selected information appearing elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before participating in the exchange offers. You should carefully read the entire prospectus, including the sections entitled “Risk Factors” and “Available Information”. Unless the context otherwise requires or as otherwise indicated, references in this prospectus to “Oncor,” “we,” “our” and “us” refer to Oncor Electric Delivery Company LLC and/or its subsidiaries. For your convenience, we have also provided a Glossary, beginning on page 151, of selected terms and abbreviations.

Our Business

We operate the largest transmission and distribution system in Texas, delivering electricity to more than 3.9 million homes and businesses and operating more than 141,000 miles of transmission and distribution lines at September 30, 2023.

We provide:

•

wholesale transmission services to our electricity distribution business, as well as non-affiliated electricity distribution companies, electric cooperatives and municipally-owned utilities, and

•

distribution services, consisting of retail delivery services to REPs that sell electricity to end-use customers, as well as wholesale delivery services to electric cooperatives and municipally-owned utilities.

At September 30, 2023, our distribution business customers primarily consisted of over 100 REPs that sell electricity we distribute to consumers in our certificated service area. We are not a seller of electricity, nor do we purchase electricity for resale. The majority of consumers of the electricity we deliver are free to choose their electricity supplier from REPs who compete for their business. Our transmission and distribution rates are regulated by the PUCT and certain cities, and in certain limited instances, by the FERC. Revenues from REP subsidiaries of Vistra Corp. and NRG Energy, Inc., our two largest customers collectively represented 25% and 22%, respectively, of our total operating revenues for the three months ended September 30, 2023 and 28% and 25%, respectively, of our total operating revenues for the nine months ended September 30, 2023. No other customer represented more than 10% of our total operating revenues for such three-month and nine-month periods.

Our transmission and distribution assets are located principally in the north-central, eastern, western and panhandle regions of Texas, in over 120 counties and more than 400 incorporated municipalities. We deliver electricity across a distribution service territory that has an estimated population of approximately 13 million, including the cities of Dallas and Fort Worth and the surrounding suburbs, as well as Waco, Wichita Falls, Odessa, Midland, Tyler, Temple, Killeen and Round Rock, among others.

Most of our power lines have been constructed over lands of others pursuant to easements or along public highways, streets and rights-of-way pursuant to permits, public utility easements, franchise or other agreements or as otherwise permitted by law. At December 31, 2022, we had 4,561 employees, including 764 employees covered under a collective bargaining agreement that expires in October 2026. As of December 31, 2022, over 99% of our employees were employed on a full-time basis. In addition, at December 31, 2022, we had 71 interns serving in full-time or part-time internships.

Electricity Transmission

Our electricity transmission business is responsible for the safe and reliable operations of our transmission network and substations. These responsibilities consist of the construction, maintenance, and security of transmission facilities and substations and the monitoring, controlling and dispatching of high-voltage electricity over our transmission facilities in coordination with ERCOT.

As a member utility, our transmission business participates with ERCOT and other member utilities to plan, design, construct and operate new transmission lines, with regulatory approval, necessary to maintain reliability, interconnect to merchant generation facilities, increase bulk power transfer capability and minimize limitations and constraints on the ERCOT transmission grid.

Transmission revenues are provided under tariffs approved by either the PUCT or, to a small degree related to limited interconnections to other markets, the FERC. Network transmission revenues compensate us for delivery of electricity over transmission facilities operating at 60kV and above. Other services we offer through our transmission business include system impact studies, facilities studies, transformation service and maintenance of transformer equipment, substations and transmission lines owned by other parties.

PUCT rules allow us to file up to two interim TCOS rate adjustment applications in a calendar year to reflect changes in our invested transmission capital. This TCOS interim rate adjustment is a capital tracker provision that encourages investment in the transmission system to help ensure reliability and efficiency by helping to shorten the time period between a utility’s investment in transmission infrastructure and its ability to start recovering and earning a return on such investments. However, all investments included in a capital tracker are ultimately subject to prudence review by the PUCT in the next base rate review after such assets are put into service.

At December 31, 2022, our transmission system included 18,268 circuit miles of transmission lines, a total of 1,207 transmission and distribution substations, and interconnection to 146 third-party generation facilities totaling 48,430 MW.

Electricity Distribution

Our electricity distribution business is responsible for the overall safe and efficient operation of distribution facilities, including electricity delivery, power quality, security, and system reliability. These responsibilities consist of the ownership, management, construction, maintenance and operation of the distribution system within our certificated service area. Our distribution system receives electricity from the transmission system through substations and distributes electricity to end-users and wholesale customers through 3,681 distribution feeders at December 31, 2022.

At December 31, 2022, our distribution system included 123,500 miles of distribution lines and approximately 3.9 million points of delivery. We added approximately 64,000 points of delivery in 2022. From 2017 to 2022, the number of distribution system points of delivery we serve, excluding lighting sites, grew an average of 1.94% per year.

In general, distribution revenues from residential and small business users are based on actual monthly consumption (kWh), and, depending on size and annual load factor, revenues from large commercial and industrial users are based either on actual monthly demand (kilowatts) or the greater of actual monthly demand (kilowatts) or 80% of peak monthly demand during the prior eleven months.

PUCT rules allow utilities to file, under certain circumstances, interim DCRF rate adjustment applications to recover distribution investments and certain other related costs. In June 2023, Texas state legislation was enacted that increased the number of DCRF interim rate adjustment applications that may be filed by utilities in a year from one application to up to two applications per year. As with TCOS interim rate adjustments, DCRF interim rate adjustments are a capital tracker, and all investments included in the capital tracker are ultimately subject to prudence review by the PUCT in the next base rate review after such assets are put into service.

Ownership Structure and Ring-Fencing

We are a direct, majority-owned subsidiary of Oncor Holdings, which is indirectly and wholly owned by Sempra. Oncor Holdings owns 80.25% of our membership interests and Texas Transmission owns 19.75% of our membership interests. We are managed as an integrated business; consequently, there is only one reportable segment. We are a limited liability company organized under the laws of the State of Delaware, formed in 2007 as the successor entity to Oncor Electric Delivery Company, a corporation formed under the laws of the State of Texas in 2001.

Various ring-fencing measures have been taken to enhance our credit quality and the separateness between the Oncor Ring-Fenced Entities, Sempra and its affiliates (other than the Oncor Ring-Fenced Entities), and any other entities with a direct or indirect ownership interest in Oncor or Oncor Holdings. These ring-fencing measures serve to mitigate the Oncor Ring-Fenced Entities’ credit exposure to owners of Oncor and Oncor Holdings, and to reduce the risk that the assets and liabilities of the Oncor Ring-Fenced Entities would be substantively consolidated with the assets and liabilities of any direct or indirect owners of Oncor and Oncor Holdings in connection with a bankruptcy of any such entities. Such measures include, among other things: the 19.75% equity interest held by Texas Transmission; maintenance of separate books and records for the Oncor Ring-Fenced Entities; and our board of directors being comprised of a majority of Disinterested Directors. As a result, none of the assets of the Oncor Ring-Fenced Entities are available to satisfy the debt or obligations of any Sempra entity or any other direct or indirect owner of Oncor or Oncor Holdings. The assets and liabilities of the Oncor Ring-Fenced Entities are separate and distinct from those of any Sempra entities and any other direct or indirect owner of Oncor or Oncor Holdings. We do not bear any liability for debt or contractual obligations of Sempra and its affiliates or any other direct or indirect owner of Oncor or Oncor Holdings, and vice versa. Accordingly, our operations are conducted, and our cash flows are managed, independently from Sempra and its affiliates and any other direct or indirect owner of Oncor or Oncor Holdings. For more information on the ring-fencing measures, see “Our Business and Properties—Ring-Fencing Measures.”

Recent Developments

Credit Facility Extension

On November 9, 2023, we entered into an extension agreement to the Credit Facility. The extension agreement extends (i) the existing commitments under the Credit Facility for a period of one year, to November 9, 2028 and (ii) the swingline termination date and the fronting bank termination date, in each case, to the date that is three business days before November 9, 2028. The extension agreement exercised our last remaining extension option under the Credit Facility, and as a result we have no remaining extension options available.

Senior Secured Note Issuance

On November 13, 2023, we completed the sale of $800 million aggregate principal amount of the outstanding 2033 notes (as defined herein). We used the proceeds (net of the initial purchasers’ discount, fees, and expenses) of approximately $791.3 million from the sale of the outstanding 2033 notes for general corporate purposes, including to repay the full amount of $500 million outstanding under the AR Facility and to repay outstanding CP Notes, when due, issued under the CP Program. Following the repayment of $500 million under the AR Facility, no borrowings remained outstanding under the AR Facility. The AR Facility remains in place and future borrowings may be made up to the lesser of (i) the facility limit of $500 million and (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.

We are a limited liability company organized under the laws of the State of Delaware, formed in 2007 as the successor entity to Oncor Electric Delivery Company, a corporation formed under the laws of the State of Texas in 2001. Our principal executive offices are located at 1616 Woodall Rodgers Freeway, Dallas, TX 75202. The telephone number of our principal executive offices is (214) 486-2000. Our Internet address is http://www.oncor.com. Information on our website or available by hyperlink from our website does not constitute part of and is not incorporated into this prospectus.

Notice of Corporate Separateness

We and our equity owners have implemented certain structural and operational “ring-fencing” measures that are intended to further separate us from our direct and indirect owners, including our majority indirect equity owner, Sempra. For more information on the ring-fencing measures, see “Our Business and Properties—Ring-Fencing Measures.” By your receipt of this prospectus, you acknowledge the receipt of the notice of corporate separateness given hereby.

The Exchange Offers

On May 11, 2023, we issued $600,000,000 aggregate principal amount of our 4.30% Senior Secured Notes due 2028 (outstanding 2028 notes) and $400,000,000 aggregate principal amount of our 4.95% Senior Secured Notes due 2052 (outstanding 2052 notes) in a private offering. The outstanding 2052 notes were an additional issuance of our 4.95% Senior Secured Notes due 2052, $500,000,000 of which we previously issued on September 8, 2022 and are currently outstanding (initial 2052 notes). On November 13, 2023, we issued $800,000,000 aggregate principal amount of our 5.65% Senior Secured Notes due 2033 (outstanding 2033 notes, and together with the outstanding 2028 notes and the outstanding 2052 notes, the outstanding notes) in a private offering. The term “2028 exchange notes” refers to the 4.30% Senior Secured Notes due 2028, the term “2033 exchange notes” refers to the 5.65% Senior Secured Notes due 2033 and the term “2052 exchange notes” refers to the 4.95% Senior Secured Notes due 2052, each as registered under the Securities Act that are subject to the exchange offers, and all of which together are referred to as the “exchange notes.” The 2052 exchange notes will have substantially the same terms, including, without limitation, the same maturity date and interest payment dates, as the initial 2052 notes, and will be part of the same series as the initial 2052 notes. The 2052 exchange notes are expected to be designated by the same CUSIP number as, and be fungible with, the initial 2052 notes that were previously exchanged on January 20, 2023 in an offering registered under the Securities Act (exchanged initial 2052 notes). The term “notes” collectively refers to the outstanding notes, the initial 2052 notes and the exchange notes.


General		In connection with the private offerings of the outstanding notes, we entered into registration rights agreements with the initial purchasers in such offerings pursuant to which we agreed, among other things, to deliver this prospectus to you and to use commercially reasonable efforts to complete the exchange offers on or prior to July 15, 2024, with respect to the outstanding 2028 notes and the outstanding 2052 notes, or on or prior to January 15, 2025, with respect to the outstanding 2033 notes. You are entitled to exchange in the exchange offers your outstanding notes for the exchange notes that are identical in all material respects to the outstanding notes except: • the exchange notes have been registered under the Securities Act; • the exchange notes are not entitled to any registration rights which are applicable to the outstanding notes under the applicable registration rights agreement; and • the additional interest provision of the applicable registration rights agreement is not applicable to the exchange notes.

The Exchange Offers		We are offering to exchange: • $600,000,000 aggregate principal amount of our 4.30% Senior Secured Notes due 2028 that have been registered under the Securities Act, for any and all of our existing 4.30% Senior Secured Notes due 2028 issued in a private offering on May 11, 2023; • $800,000,000 aggregate principal amount of our 5.65% Senior Secured Notes due 2033 that have been registered under the Securities Act, for any and all of our existing 5.65% Senior Secured Notes due 2033 issued in a private offering on November 13, 2023; and • $400,000,000 aggregate principal amount of our 4.95% Senior Secured Notes due 2052 that have been registered under the Securities Act, for any and all of our existing 4.95% Senior Secured Notes due 2052 issued in a private offering on May 11, 2023. You may only exchange outstanding notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.


Resale		Based on an interpretation by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offers in exchange for the outstanding notes may be offered for resale, resold and otherwise transferred by you (unless you are our “affiliate” within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that: • you are acquiring the exchange notes in the ordinary course of your business; and • you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes. If you are a broker-dealer and receive exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or other trading activities, you must acknowledge that you will deliver this prospectus in connection with any resale of the exchange notes and that you are not our affiliate and did not purchase your outstanding notes from us or any of our affiliates. See “Plan of Distribution.” Any holder of outstanding notes who: • is our affiliate; • does not acquire exchange notes in the ordinary course of its business; or • tenders its outstanding notes in the exchange offers with the intention to participate, or for the purpose of participating, in a distribution of exchange notes cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in Shearman & Sterling (available July 2, 1993), or similar no-action letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. Our belief that the exchange notes may be offered for resale without compliance with the registration or prospectus delivery provisions of the Securities Act is based on interpretations of the SEC expressed in some of its no-action letters to other issuers in exchange offers like ours. We cannot guarantee that the SEC would make a similar decision about our exchange offers. If our belief is wrong, or if you cannot truthfully make the representations mentioned above, and you transfer any exchange note issued to you in the exchange offers without meeting the registration and prospectus delivery requirements of the Securities Act, or without an exemption from such requirements, you could incur liability under the Securities Act. We are not indemnifying you for any such liability.

Expiration Date		The exchange offers will expire at 5:00 p.m., New York City time, on January 22, 2024, unless extended by us. We do not currently intend to extend the expiration date.

Withdrawal		You may withdraw the tender of your outstanding notes at any time prior to the expiration of the exchange offers. We will return to you any of your outstanding notes that are not accepted for any reason for exchange, without expense to you, promptly after the expiration or termination of the exchange offers.


Conditions to the Exchange Offers		Each exchange offer is subject to customary conditions. We reserve the right to waive any defects, irregularities or conditions to exchange as to particular outstanding notes. See “The Exchange Offers—Conditions to the Exchange Offers.”

Procedures for Tendering Outstanding Notes		If you wish to participate in any of the exchange offers, you must either: • complete, sign and date the applicable accompanying letter of transmittal, or a facsimile of the letter of transmittal, in accordance with the instructions contained in this prospectus and the letter of transmittal, and mail or deliver such letter of transmittal or facsimile thereof to the exchange agent at the address set forth on the cover page of the letter of transmittal; or • if you hold outstanding notes through The Depository Trust Company (DTC), comply with DTC’s Automated Tender Offer Program procedures described in this prospectus, by which you will agree to be bound by the letter of transmittal. By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that, among other things: • you are not our “affiliate” within the meaning of Rule 405 under the Securities Act; • you have no arrangement or understanding with any person to participate in the distribution of the exchange notes; • you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; • you are acquiring the exchange notes in the ordinary course of your business; • if you are a broker-dealer, you did not purchase your outstanding notes from us or any of our affiliates; and • if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making activities, you will deliver a prospectus, as required by law, in connection with any resale of such exchange notes.

Special Procedures for Beneficial Owners		If you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender those outstanding notes in any of the exchange offers, you should contact the registered holder promptly and instruct the registered holder to tender those outstanding notes on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

Guaranteed Delivery Procedures		If you wish to tender your outstanding notes and your outstanding notes are not immediately available, or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents, or you cannot comply with the procedures under DTC’s Automated Tender Offer Program for transfer of book-entry interests prior to the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under “The Exchange Offers—Guaranteed Delivery Procedures.”


Effect on Holders of Outstanding Notes		As a result of the making of, and upon acceptance for exchange of all validly tendered outstanding notes pursuant to the terms of, the exchange offers, we will have fulfilled a covenant under the applicable registration rights agreement. Accordingly, there will be no increase in the applicable interest rate on the outstanding notes under the circumstances described in such registration rights agreement. If you do not tender your outstanding notes in any of the exchange offers, you will continue to be entitled to all the rights and limitations applicable to the outstanding notes as set forth in the Indenture (as defined below), except we will not have any further obligation to you to provide for the exchange and registration of untendered outstanding notes under the applicable registration rights agreement. To the extent that outstanding notes are tendered and accepted in the exchange offers, the trading market for outstanding notes that are not so tendered and accepted could be adversely affected.

Consequences of Failure to Exchange		All untendered outstanding notes will remain outstanding and continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the Indenture. In general, the outstanding notes may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offers, we do not currently anticipate that we will register the outstanding notes under the Securities Act.

United States Federal Income Tax Consequences		The exchange of outstanding notes for exchange notes in the exchange offers will not be a taxable event for U.S. federal income tax purposes. See “Summary of Material United States Federal Income Tax Consequences.”

Use of Proceeds		We will not receive any proceeds from the issuance of the exchange notes in the exchange offers. See “Use of Proceeds.”

Exchange Agent		The Bank of New York Mellon Trust Company, N.A. is the exchange agent for the exchange offers. Any questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for the notice of guaranteed delivery should be directed to the exchange agent. The address, telephone number and other contact information for the exchange agent are set forth in the section captioned “The Exchange Offers—Exchange Agent.”

The Exchange Notes

The summary below describes the principal terms of the exchange notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The “Description of the Notes” section of this prospectus contains more detailed descriptions of the terms and conditions of the outstanding notes and exchange notes. The exchange notes will have terms identical in all material respects to the respective series of outstanding notes, except that 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 such outstanding notes.

Securities Offered

$1,800,000,000 aggregate principal amount of exchange notes consisting of:

• $600,000,000 aggregate principal amount of 2028 exchange notes;

• $800,000,000 aggregate principal amount of 2033 exchange notes; and

• $400,000,000 aggregate principal amount of 2052 exchange notes.


Maturity Date		The exchange notes will mature on each of the following dates: • May 15, 2028 for the 2028 exchange notes; • November 15, 2033 for the 2033 exchange notes; and • September 15, 2052 for the 2052 exchange notes.

Indenture		We will issue the exchange notes under the Indenture, dated as of August 1, 2002, as amended and supplemented (the Indenture), between us and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, formerly The Bank of New York), as trustee (the Trustee).

Interest Rate		The exchange notes will bear interest at the following annual rates: • 4.30% for the 2028 exchange notes; • 5.65% for the 2033 exchange notes; and • 4.95% for the 2052 exchange notes. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months, and with respect to any period less than a full month, on the basis of the actual number of days elapsed during the period.

Interest Payment Dates		Interest on the 2028 exchange notes will accrue from November 15, 2023 and will be payable semi-annually on May 15 and November 15 of each year, beginning on May 15, 2024. Interest on the 2033 exchange notes will accrue from November 13, 2023 and will be payable semi-annually on May 15 and November 15 of each year, beginning on May 15, 2024. Interest on the 2052 exchange notes will accrue from September 15, 2023 and will be payable semi-annually on March 15 and September 15 of each year, beginning on March 15, 2024.

Ranking		The exchange notes will be senior secured obligations of Oncor and will rank pari passu with our other senior secured indebtedness. The exchange notes will be senior in right of payment to all subordinated indebtedness and effectively senior, to the extent of the value of the Collateral (as defined below), to indebtedness under our Credit Facility and our CP Program. In addition, the exchange notes will be structurally subordinated in right of payment to all of Receivables LLC’s existing and future secured indebtedness under the AR Facility to the extent of the value of the collateral securing the AR Facility. At September 30, 2023, we had $12,645 million aggregate principal amount of senior secured debt outstanding, which is secured by the Collateral. On November 13, 2023, we completed the sale of $800 million aggregate principal amount of the outstanding 2033 notes.

Collateral		Our obligations under the exchange notes will be secured by a lien on certain of our transmission and distribution assets (Collateral), mortgaged under the Deed of Trust, Security Agreement and Fixture Filing, dated as of May 15, 2008, as amended, made by us to and for the benefit of The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, formerly The Bank of New York), as collateral agent (the Collateral Agent). See “Description of the Notes—Security.”

Optional Redemption		We may at our option redeem all or part of the exchange notes at the respective redemption prices, including any applicable “make-whole” discussed in this prospectus under “Description of the Notes—Optional Redemption,” plus accrued and unpaid interest to but excluding the date fixed for redemption.


Limitation of Secured Debt		If any of the exchange notes are outstanding under the Indenture, we will not issue, incur or assume any debt secured by a lien upon any of our property (other than Excepted Property, as defined in the Indenture), except for certain permitted secured debt, unless the exchange notes are also secured by that lien, without the consent of the holders of a majority in principal amount of all outstanding securities issued under the Indenture, including the exchange notes. See “Description of the Notes—Limitation on Secured Debt.”

Risk Factors		You should consider carefully all of the information set forth in this prospectus prior to exchanging your outstanding notes. In particular, we urge you to consider carefully the factors set forth under the heading “Risk Factors.”

No Prior Market		The exchange notes are a new issue of securities for which there is no established public market. There is only a limited market for the exchanged initial 2052 notes. We do not intend to list the exchange notes on a national securities exchange or market. Certain financial institutions have informed us that they intend to make a market in the exchange notes. However, these financial institutions may cease their market-making efforts at any time. If no active trading market exists, you may not be able to resell the exchange notes at their fair market value or at all.

RISK FACTORS

You should carefully consider the risk factors set forth below as well as the other information contained in this prospectus before deciding to participate in the exchange offers. Any of these risks could materially and adversely affect our business, financial condition, operating results or cash flows; however, these risks are not our only risks. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial also may materially and adversely affect our business, financial condition, results of operations or cash flows. In such a case, the trading price of the exchange notes could decline or we may not be able to make payments of interest and principal on the exchange notes, and you may lose all or part of your original investment.

Risks Related to Regulatory and Legislative Matters

Our business is subject to ongoing complex governmental regulations and legislation that have impacted, and will continue in the future to impact, our business and results of operations.

As a regulated electricity transmission and distribution company, our business is subject to numerous local, state, and federal laws (including PURA, certain provisions of the Federal Power Act, the Public Utility Regulatory Policies Act of 1978, the Energy Policy Act of 2005, the Code and ERISA), executive orders issued by the President of the U.S. and the Governor of Texas, governmental policies, regulations, and administrative actions by the PUCT and other governmental authorities (including NERC, Texas RE, the TCEQ, the FERC, the EPA, and the SEC). As an ERCOT member utility, we are also subject to ERCOT rules, guidelines, directives, and protocols for transmission and distribution utilities operating in the ERCOT market. We must continually adapt to any new or revised or reinterpreted laws, policies, regulations, rules, guidelines, directives, and protocols and administrative actions, any of which could expose us to increased costs, and expenses and have a material and adverse effect on our business, cash flows, liquidity, financial condition, results of operations and/or business prospects.

In addition, if it is determined that we did not comply with applicable laws, statutes, regulations, rules, directives, tariffs or orders and we are ordered to pay a material amount in penalties, customer/rate payer refunds, or other amounts, our financial condition, results of operations, cash flows and our reputation could be materially and adversely affected. For example, under the Energy Policy Act of 2005, the FERC can impose penalties (up to $1 million per day per violation) for failure to comply with mandatory electric reliability standards, including standards to protect the power system against potential disruptions from cyber and physical security breaches. In addition, the PUCT may impose penalties on us if it finds that we violated PURA or any PUCT rule or order adopted under PURA. The PUCT has the authority to impose penalties of up to $1 million per day for failure to meet certain winterization requirements and up to $25,000 per day per violation for other violations.

Negative public perception of us or our industry could also result in laws, regulations, governmental/regulatory investigations, and administrative actions that could have a material adverse effect on us. The Texas Legislature operates under a biennial system and meets in regular session in every odd-numbered year. The Texas Legislature convened its regular session in January 2023, which concluded May 29, 2023. At any time, the Governor of Texas may convene a special session of the Texas Legislature, and in 2023 the Governor of Texas has so far called four special sessions following the end of the regular session. During any regular or special session, the Texas Legislature may hold hearings relevant to our business and bills may be introduced that, if adopted, could materially and adversely affect our business and our business prospects.

Our business is subject to rate regulation, and the regulatory review process could materially adversely impact our financial condition, cash flows, and results of operations, including by limiting our ability to fully recover costs, reducing the rate we earn on invested capital, or negatively impacting the timing and amount of assets we can recover in rates.

The rates we charge are regulated by the PUCT and certain cities and are subject to cost-of-service regulation and earnings oversight. This regulatory treatment does not provide assurance as to achievement of earnings levels or recovery of actual costs. Our rates are based on an analysis of our costs and capital structure in a designated historical test year, as reviewed and approved in a regulatory proceeding. As a result, the rates we are allowed to charge will generally not exactly match our costs at a given point in time, which is often referred to as regulatory lag, and which could materially and adversely affect our financial condition, cash flows, and results of operations.

DCRF and TCOS interim rate adjustments, also known as capital trackers, have been implemented to help reduce regulatory lag and allow us to recover, subject to reconciliation the cost of certain investments before the investments are considered for prudency in a base rate review. In June 2023, Texas state legislation was enacted that increased the number of DCRF interim rate adjustment applications that may be filed by utilities in a year from one application to up to two applications per year. Also, under PUCT rules, we can file up to two TCOS interim rate adjustment applications in a calendar year to reflect changes in our invested transmission capital. These interim rate applications, however, are subject to a regulatory proceeding and PUCT approval, and we can make no assurance that interim rate updates will result in full cost

recovery. Investments included in a DCRF interim rate adjustment and a TCOS interim rate adjustment are also subject to prudence review by the PUCT in the next base rate review following such adjustments. In addition, while these interim rate adjustments help reduce regulatory lag, they do not fully eliminate the regulatory lag between when a capital investment goes into service and when we begin to start recovering the costs of such investment in rates.

In accordance with PUCT rules, we must file a comprehensive base rate review within four years of the order setting rates in our most recent comprehensive rate proceeding, unless an extension is otherwise approved by the PUCT. However, the PUCT or any city retaining original jurisdiction over rates may direct Oncor to file a base rate review, or Oncor may voluntarily file a base rate review, any time prior to that filing deadline. Our last base rate review resulted in rates that went into effect in May 2023. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulation and Rates—Matters with the PUCT” for a discussion of our base rate review.

While rate regulation is premised on the full recovery of prudently incurred costs and a reasonable rate of return on invested capital, there can be no assurance that the PUCT in future base rate reviews will judge all of our costs, including invested capital and costs included in a regulatory asset reported on the balance sheet, to have been prudently incurred and therefore fully recoverable. The approved levels of recovery could be significantly less than our requested levels, and the approved timing for recovery of regulatory assets could differ from our proposed timelines. There can also be no assurance that the PUCT will approve other items proposed by us in the base rate review or in any rate proceeding, including, among other things, capital structure and return on equity. Intervening parties in our rate proceedings (including, but not limited to, governmental agencies, cities in our service territory, customers, and consumer groups) can challenge, and have in the past challenged, various portions of our rate proceedings, and such challenges, as well as any recommendations from the administrative law judges overseeing proceedings, could influence the PUCT’s decisions in those proceedings. Failure to receive approval of our requests in any rate proceeding could adversely impact our financial condition, results of operations, cash flows, liquidity and/or business prospects, and those impacts, particularly with respect to any base rate review, could be material.

In addition, because our rates are set based on a historical test year, there can be no assurance that the rates set in any base rate review will produce full recovery of our actual post-test year costs and/or the full return on invested capital allowed by the PUCT. In recent years, we have not in fact earned our full regulatory authorized return on invested capital.

The regulatory process by which rates are determined is also subject to change as a result of the legislative process or rulemaking. Changes to interim adjustment mechanisms or the base rate review process could increase regulatory lag and otherwise impact our ability to recover our costs in a timely manner. To the extent the regulatory process limits our ability to recover our costs in a timely manner, it could materially and adversely impact our financial condition, results of operations, cash flows, liquidity and/or business prospects.

We are subject to mandatory service quality and reliability standards. Efforts to comply with those standards could subject us to higher operating costs and/or increased capital expenditures, and non-compliance with applicable standards or expectations could have a material adverse effect on our business.

The PUCT has jurisdiction with respect to ensuring the service quality and reliability of the delivery of electricity to retail customers by electric utilities and has established reliability standards that apply to each utility. The FERC has jurisdiction with respect to ensuring the reliability of electric transmission service, including transmission facilities owned by utilities within ERCOT. The FERC has designated NERC to establish and enforce reliability standards (including cyber security and physical security standards), under the FERC’s oversight, for all owners, operators and users of electric transmission services. The FERC has approved the delegation by NERC of compliance and enforcement authority for reliability in the ERCOT region to Texas RE.

To maintain compliance with the mandatory service quality and reliability standards, we may be subjected to higher operating costs and/or increased capital expenditures to construct, operate, and maintain transmission and distribution infrastructure. Compliance with mandatory service quality and reliability standards is subject to regular regulatory reviews and audits, and we cannot predict the outcome of any such reviews and audits or related potential enforcement actions. We must report to the PUCT concerning our performance with respect to the applicable reliability standards on an annual basis. Also, as a NERC registered entity, we are subject to periodic audits by Texas RE of our compliance with reliability standards. These audits will occur as designated by Texas RE at a minimum of once every three years. While we expect to recover costs and expenditures from customers through regulated rates related to such compliance costs, there can be no assurance that the PUCT will approve full recovery of such costs or the timing of any such recovery. If we were found to be noncompliant with applicable reliability standards, we could be subject to sanctions, including monetary penalties. Penalties imposed by the PUCT, Texas RE, the FERC and/or NERC would not be recoverable from customers through regulated rates and could have a material adverse impact on our financial condition, results of operations and cash flows.

Risks Related to Our Business and Operations

Attacks on our infrastructure or other events that breach our cyber or physical security measures could disrupt business operations, initiate the loss or disclosure of critical operating or confidential data, have an adverse impact on our reputation, and expose us to significant liabilities.

As an owner and operator of critical infrastructure assets, we are subject to cyber and physical threats from parties who wish to disrupt our operations and/or the Texas bulk power grid. In particular, U.S. government warnings have indicated that infrastructure assets such as electric transmission and distribution systems may be specifically targeted by both foreign and domestic actors, including as a result of increased worldwide conflict and domestic extremism.

We are subject to evolving cyber risks related to adversaries attacking our technology infrastructure and platforms and the technology infrastructure and platforms of our third-party vendors. With the proliferation of digital sensors, computing and telecommunications technologies, and customer digital tools used by us in our business, cyber risk arises in multiple areas of our operations. While we are not aware of any breaches resulting in a material impact to Oncor, we and our third-party vendors have experienced, and expect to continue to experience, threats and attempted intrusions into our technology systems and platforms. We face various cyber threats, including malware intrusion, computer viruses, unauthorized access attempts, ransomware attacks, social engineering attacks and insider threats. As domestic and global cyber threats are on-going and increasing in sophistication, magnitude and frequency, our transmission and distribution infrastructure may be targets of state-sponsored attacks, terrorist activities, or other threats, including attacks designed to collect ransoms or inflict large-scale harm on us, our customers or our service territory. Geopolitical events could increase those cyber threats. Any breach of cyber/data security measures could materially and adversely impair our ability to operate our technology infrastructure or platforms, disrupt normal business operations, and affect our ability to monitor and control our transmission and distribution assets (which could impact the stability of the ERCOT power grid), process customer information, and comply with certain regulatory and disclosure obligations, as well as limit or disable communications, including communications within our technology platforms and between our technology platforms and systems operated by third-parties. In the ordinary course of business, we also collect and retain sensitive information, including customer information and personal information about employees, and a cyber breach could result in the release of such confidential information.

Some of the technology systems, hardware, software, and technical applications and platforms used in our business are managed, hosted, provided or used by third parties to assist in our business operations. Our third-party vendors have been subject, and will likely continue to be subject, to attempts to disrupt the services they provide to us or to use those vendors as a conduit to attack us. In addition, operation in the ERCOT market also requires communication with certain third-party systems, and disruptions in those systems could impact our operations. If our third-party vendors or any third-party systems integral to operations in the ERCOT market are impacted by cyber attacks or are otherwise unable to perform the services they provide us, our operations could be impacted, which could negatively affect our results of operations, financial condition and reputation. In addition, the theft, damage, or improper disclosure of sensitive data held by these third parties may subject us to further harm.

In the last year there has been an increase in reports of physical attacks and threats on various U.S. electric infrastructure facilities. In December 2022, the FERC directed NERC to study the effectiveness of existing electric transmission physical security reliability standards due to the increase in reported attacks and planned attacks. A physical attack on our transmission, distribution and technology infrastructure (or the infrastructure of other utilities or market participants in the ERCOT market) could interfere with normal business operations and affect our ability to control our transmission and distribution assets. Certain of the various internal systems we use to conduct our businesses are highly integrated. Consequently, a breach in any one key physical asset could potentially impact other areas of our system. A physical security breach could adversely affect our reputation, expose us to material regulatory penalties and/or materially affect our results of operations, liquidity and financial condition.

Any loss of control of our critical infrastructure, disruption of our technology platforms, or loss of confidential or proprietary data through a cyber security breach, including a breach involving one of our third-party vendors, could adversely affect our reputation, expose us to material legal and regulatory claims and fines, require compliance with notification and monitoring regulations, expose us to significant remediation and compliance costs, impair our ability to execute on business strategies and/or materially adversely impact our results of operations, financial condition, liquidity and/or cash flows.

We develop and maintain systems and processes aimed at detecting and preventing information disclosure, cyber security incidents and physical breaches, which require significant investment, maintenance, and ongoing monitoring and updating as technologies and regulatory requirements change. These systems and processes may be insufficient to mitigate the possibility of information and cyber security incidents, physical breaches, malicious social engineering, fraudulent or other malicious activities and human error or malfeasance in the safeguarding of our data. In addition, due to the nature of cyber security incidents, and the evolving threat landscape, repairs to such systems and processes may require complex solutions that could require significant time and resources. We are also subject to various laws and regulatory standards relating to our operations and information disclosure, including NERC cyber security and physical infrastructure protection standards. Additional cyber and physical security requirements could also be applied to us in the future. Changes in existing standards or the imposition of new standards could increase our compliance costs and our exposure to the potential risk of violations of such standards.

While we maintain insurance, including cyber liability insurance, this insurance is limited in scope and subject to exceptions, conditions and coverage limitations and may not cover any or all of the costs associated with the consequences of any cyber or physical breach. Likewise, our ability to obtain insurance at rates we believe are commercially reasonable, and the cost of and coverage provided by such insurance, could be affected by events outside our control. In addition, should a cyber or physical breach result in regulatory fines or penalties due to non-compliance with a mandatory security standard, such fines or penalties would not be recoverable through rates.

Severe weather, natural disasters, and other emergency events could adversely impact us.

Our electric delivery facilities and other assets could be, and have in the past been, damaged or impacted by significant storms or other severe weather events, natural disasters, or other emergency events. Any such events that cause extensive damage on our system or that affect the reliability of the ERCOT grid and market generally (including the amount of generation capacity available for delivery by us to our customers) could have a material adverse impact on us, including causing disruptions in our ability to provide electricity delivery services, increasing our maintenance or capital expenditures to repair or replace damaged facilities or equipment, disruptions in planned projects, property damage, and injuries or loss of life for which we could face legal actions or risks, negative public perception, and regulatory, legislative, or legal actions.

Effects of climate change, including natural disasters, severe weather and other related phenomena, and the regulatory and legislative developments related to climate change, may have a material adverse effect on our business, financial condition, results of operations and cash flows.

Natural disasters, severe weather, and other related phenomena could become more prevalent and unpredictable as a result of climate change or other factors, which could negatively affect our business and financial condition to the extent such events occur in our service territory or lead to constraints in our supply chain. Customers’ energy needs vary with weather conditions, primarily temperature and humidity. To the extent weather conditions are affected by climate change, customers’ energy use could increase or decrease depending on the duration and magnitude of the changes. Furthermore, prolonged power outages to customers and business interruptions from outages could damage our reputation and have a material adverse effect on our business, financial condition, results of operations and cash flows.

Moreover, local, state, or federal legislative or regulatory initiatives may attempt to control or limit the causes of climate change, including greenhouse gas emissions, such as carbon dioxide and methane. Regulation of emissions could materially increase costs to our operations as well as to our customers and suppliers. They could also provide a cost advantage to alternative energy sources or result in other costs or requirements, such as costs associated with the adoption of new infrastructure and technology to respond to new mandates. Developing and implementing plans for compliance with voluntary or mandatory climate commitments can also lead to additional capital, personnel and operation and maintenance expenditures. Increased costs related to these compliance activities could adversely affect our business, financial condition, results of operations and cash flows.

Legislation, regulation, or customer initiatives to combat climate change could also have an impact on operations and demand in the ERCOT market, which could in turn impact us. For instance, increased electrification in the ERCOT market, particularly through oil and gas producers electrifying their operations and widespread electrification of vehicles, could result in significant increased demand on the ERCOT system. Such increased demand could create operational and reputational risks to meet customer reliability expectations.

The operation and maintenance of electricity delivery facilities involves significant risks that could adversely affect our results of operations and financial condition, and insurance may not fully cover any losses resulting from such risks.

The operation and maintenance of electricity delivery facilities involves many risks, including equipment breakdown or failure of facilities, lack of sufficient capital and unexpected costs to maintain the facilities, replacement or refurbishment of aging infrastructure, equipment interruptions, supply chain disruptions and inflation, fires, explosions, impact of unusual or adverse weather conditions or other natural events, and interrupted or degraded service on key technology platforms, as well as the risk of performance below expected levels of efficiency or reliability, the occurrence of any of which could result in lost revenues and/or increased expenses that may not be recoverable through rates. There are also many hazards associated with the operation of electricity transmission and distribution assets, and these hazards could cause personal injury and loss of life, damage or destruction of property, or environmental damage, any of which could result in liabilities to our business. A significant number of our facilities were constructed many years ago; older transmission and distribution equipment, even if maintained in accordance with good engineering practices, may require significant expenditures to keep operating at peak efficiency or reliability. A risk of increased maintenance and capital expenditures arises from damage to facilities due to storms, natural disasters, wars, accidents, terrorist or criminal acts, cyber attacks, and other catastrophic events. Further, our

ability to successfully and timely complete capital improvements to existing facilities or other capital projects is contingent upon many variables and subject to substantial risks. Should any such efforts be unsuccessful, we could be subject to additional costs that may not be recoverable through rates and/or the write-off of our investment in the capital project or improvement.

Insurance, warranties or performance guarantees may not cover all or any of the lost revenues or increased expenses that could result from the risks discussed above. Likewise, our ability to obtain insurance at rates we believe are commercially reasonable, and the cost of and coverage provided by such insurance, could be affected by events outside our control.

Our business could be adversely affected by health epidemics and pandemics, including the current COVID-19 pandemic and its variants.

We face risks related to health epidemics and pandemics, including the current COVID-19 pandemic and its variants, which could lead to the disruption of our business operations by impacting the global economy and our employees, REPs, end-users, wholesale customers, network transmission customers, service providers, vendors and suppliers. These effects could also have a variety of adverse impacts on us, including reduced demand for electricity, delayed or delinquent customer payments to us (including as a result of end use customer failures to pay REPs and/or any state or national moratoriums on customer disconnections), slowed growth in our service territory, reduced availability or productivity of our workforce, constraints on our supply chain, increased supplier and labor costs, reduced labor or contractor availability, impairment of goodwill or long-lived assets, increased pension funding requirements due to a decline in pension asset values, impairment of our ability to develop, construct and/or operate electricity delivery facilities, and impairment of our ability to access funds from financial institutions and capital markets.

In 2020, COVID-19 was declared a pandemic by the World Health Organization and has impacted the global economy and communities and supply chains around the world. To date, the COVID-19 pandemic has not had a material adverse impact on our business, supply chain, cash flows, liquidity, financial condition and/or results of operations. We continue to monitor the state of the pandemic, and management may implement or rescind precautionary measures to protect our workforce and critical operations as it deems necessary based on the state of the pandemic. The extent to which the COVID-19 pandemic does impact our results will ultimately depend on future developments, which are highly uncertain, and will include emerging information concerning the severity and duration of the pandemic, and the actions taken by governments and private businesses to attempt to respond to the COVID-19 pandemic. Therefore, we cannot predict whether, or to what extent, the COVID-19 pandemic will have a material adverse impact on our business, supply chain, cash flows, liquidity, financial condition and/or results of operations.

Our results of operations and financial condition could be negatively impacted by any development or event beyond our control that causes economic weakness or reduced demand for electricity in the ERCOT market.

We derive substantially all of our revenues from operations in the ERCOT market, which represents approximately 90% of the electricity consumption in the State of Texas. Economic weakness in the ERCOT market could lead to reduced demand for electricity in the ERCOT market and slowing growth in our service territory, which could have a material adverse impact on our results of operations, financial condition, and cash flows. In addition, reduced demand for electricity in high growth areas of our service territory, such as west Texas, where a significant portion of the demand for electricity is tied to the operations of the oil and gas industry, could lead to a material decrease in our construction projects and capital expenditure projections.

We operate within the ERCOT market, and significant changes within ERCOT or to the ERCOT market structure could adversely impact our business.

Our business is built around the ERCOT market and, as a result, significant changes within ERCOT or to the ERCOT market structure that impact transmission and distribution utilities, including additional regulatory requirements or oversight, could materially and adversely impact our business, operations, financial condition, results of operations, and/or business prospects.

ERCOT is subject to oversight by the PUCT and the Texas Legislature, and either entity could impose changes to the ERCOT market that could impact us. Since the February 2021 Winter Storm, when extreme winter weather resulted in insufficient generation in the ERCOT market and prolonged power outages, the PUCT and the Texas Legislature have instituted various measures relating to operations in the ERCOT market. Both the PUCT and the Texas Legislature continue to actively review the operations as well as the overall design of the ERCOT market. In January 2023, the PUCT approved a redesign of Texas’s electric market involving a performance credit mechanism structure for generating and purchasing power, but directed PUCT Staff and ERCOT to delay implementation of such redesign until the Texas Legislature has had an opportunity to render judgment on the merits of the proposed redesign or establish an alternative solution. We cannot predict whether, or to what extent, the PUCT market redesign and any additional legislation or regulations relating to the ERCOT market will impact our business.

Our capital deployment program may not be executed as planned, which could adversely impact our reputation, reliability, financial condition and results of operations.

There can be no guarantee that the execution of our capital deployment program will be successful, and there can be no assurance that the capital investments we intend to make in connection with our electricity delivery business will meet the current anticipated spend amounts, receive all necessary PUCT or other regulatory approvals required to commence construction, or produce the desired improvements to service and reliability or cost management. Furthermore, there can be no guarantee that our capital investments will ultimately be recoverable through rates. For more information regarding the limitation on recovering the value of investments using rates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Relating to Future Earnings and Results of Operations.”

Texas has been experiencing significant population and business growth in recent years, and our capital expenditure plans include projects to successfully maintain or replace our aging infrastructure and address the expected growth of electricity demand in our service territory, particularly as a result of increased commercial and industrial demand and electrification goals of customers. Projects to construct, upgrade, or maintain transmission and distribution infrastructure are subject to various additional uncertainties, including regulatory approvals, land/easement acquisition (including requirements and constraints relating to eminent domain), labor and contractor availability, volatile commodity prices, supply chain disruptions and inflation, costs of materials and labor, and forecasts of future electric load needs, and there can be no assurance that any such projects will be completed in a timely manner or at all, or fully meet all customer requirements at all times. Our capital deployment program could also be impacted by weather, natural disasters, emergency events, equipment malfunction or failure, accidents, terrorist attacks, cyber security events, failure of technology platforms, or other events outside of our control. Failure to execute on our capital deployment program as planned could adversely impact our reputation, financial condition, and results of operations.

The litigation environment in which we operate poses a significant risk to our business.

We are involved in the ordinary course of business in a number of lawsuits arising out of our business operations, including as a result of power outages, among other matters. For example, lawsuits have been filed against various market participants, including us, relating to the power outages resulting from the February 2021 Winter Storm and as a transmission and distribution utility operating during the February 2021 Winter Storm. The litigation is currently consolidated in Texas state court in Harris County, Texas, as part of a multi-district litigation proceeding. We cannot predict whether or to what extent any of such litigation will impact our business. Judges and juries in the State of Texas have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs in personal injury, property damage and business tort cases. We use appropriate means to contest litigation threatened or filed against us, but the litigation environment in the State of Texas poses a business risk.

Our revenues are concentrated in a small number of customers and a significant delay or default in payment could adversely affect our cash flows, liquidity, financial condition and/or results of operations.

As of September 30, 2023, our revenues from the distribution of electricity are primarily collected from over 100 REPs that sell the electricity we distribute to consumers in our certificated service area. REPs are generally noninvestment grade. REP subsidiaries of our two largest customers represented 28% and 25%, respectively, of our total operating revenues for the nine months ended September 30, 2023, 26% and 24%, respectively, of our total operating revenues for the year ended December 31, 2022 and 25% and 23%, respectively, of our total operating revenues for the year ended December 31, 2021. In addition, we collect network transmission revenues from distribution companies, cooperatives and municipally-owned utilities. Currently, the majority of this network transmission customer revenue comes from customers who are investment grade and, as a result, generally considered low credit risk. PUCT rules allow for the recovery of uncollectible amounts due from REPs (but not network transmission customers) through rates. Adverse economic conditions, structural problems in the market served by ERCOT or the financial difficulties of one or more customers could adversely impact the credit quality of our customers, impair the ability of these customers to pay for our services or could cause them to delay such payments. We depend on these customers to timely remit these revenues to us. Delays or defaults in payment from customers could materially and adversely affect our cash flows, liquidity, financial condition and/or results of operations, particularly in the event of any moratoriums on the ability of REPs to disconnect customers for nonpayment or other regulatory actions that impact our receipt of electricity delivery charges owed to us.

We are dependent upon a limited number of suppliers and service providers for certain of our operations. If any of these suppliers or service providers fails to perform on their agreements with us or became unable to perform on expected or acceptable terms, it could disrupt our business and have an adverse effect on our cash flows, liquidity, financial condition and/or results of operations.

We rely on suppliers and service providers to provide us with certain specialized materials and services, including for construction, maintenance and repair of electricity delivery facilities and power lines, information technology and customer operations. In certain instances, our operations are dependent upon a limited number of suppliers and service providers. The financial condition of our suppliers and service providers or their ability to perform has been or may be adversely affected by global events, including the COVID-19 pandemic or other health epidemics or pandemics, climate change, severe weather events, natural disasters, global supply chain issues, global demand, wars, terrorist attacks, regulations, or general economic conditions, such as credit risk, commodity availability and pricing, inflation, labor availability and cost, and turbulent macroeconomic events. We also compete with other utilities as well as non-utility companies for goods and services from certain suppliers. Because many of the tasks of these suppliers and service providers require specialized electric industry knowledge and equipment, if any of these parties fail to perform or otherwise fully satisfy their contractual obligations, choose not to renew contracts, go out of business or otherwise become unable to perform on terms acceptable to us, or unexpectedly delay performance or increase the cost of performance, we may not be able to transition to substitute suppliers or service providers in a timely manner, on terms acceptable to us, or at all. This could delay our construction and improvement projects, increase our costs and/or disrupt our operations, which could negatively impact our business, financial condition, results of operations, cash flows, liquidity, reputation and/or business prospects. In addition, we could be subject to fines or penalties in the event a delay resulted in a violation of a PUCT or other regulatory order.

Supply chain disruptions, the contractor labor market, and inflation could negatively impact our operations and corporate strategy.

Our operations and business plans depend on the global supply chain to procure the equipment, materials and other resources necessary to build and maintain transmission and distribution infrastructure and provide electricity delivery services in a safe and reliable manner. The delivery of components, materials, equipment and other resources that are critical to our business operations and corporate strategy has been, and may continue to be in the future, restricted by the current domestic and global supply chain challenges. International tensions, including the ramifications of geopolitical events, could further exacerbate global supply chain challenges. In addition, a decline in manufacturing workforce or increased competition from other companies for the time and resources of our suppliers has negatively impacted, and we expect it to continue to negatively impact, our ability to obtain materials. These disruptions and shortages could adversely impact our business and have an adverse effect on our cash flows, liquidity, financial condition and/or results of operations.

Supply chain disruptions and industry demand have contributed, and are expected to continue to contribute, to higher prices of components, equipment and other needed materials. Increasing cost and availability of labor has also contributed to supply chain disruptions and higher construction and operating costs. Higher than anticipated costs could have an adverse impact on our business, financial condition, results of operations, liquidity, and cash flows.

Our future success is dependent on our ability to attract and retain qualified personnel and identify and develop talent, and failure to attract and retain a highly qualified workforce, particularly in senior management as well as operational roles, could adversely impact our operations.

Our future success will depend on our ability to continue to attract and retain highly qualified personnel. We compete for such personnel with many other companies, both in and outside our industry, as well as government entities and other organizations. Our workforce strategy to attract, develop, reward and retain a qualified workforce includes a market competitive total reward strategy along with talent development and succession planning to retain key talent and build succession strength for future leadership roles. However, we may not be successful in retaining our current personnel or in hiring or retaining qualified personnel, particularly in certain highly technical or specialized roles, in the future. In addition, we may incur increased costs in order to remain a competitive employer in a highly competitive labor market. Further tightening of the labor markets may adversely affect our ability to attract new personnel and retain existing personnel, which could adversely impact our operations. In addition, because of our reliance on the expertise of our senior management team, our future success depends in part on our ability to identify, retain and develop talent to succeed our senior management. Senior management succession planning is, and we expect it will continue to be, critically important to the successful implementation of our strategies.

Certain events, such as an aging workforce without appropriate replacements, limited availability of contract resources, or a mismatch of existing skillsets to future needs, could lead to operating challenges such as a lack of resources, loss of internal historical knowledge or a lengthy time period associated with highly technical or specialized skill development. Our costs, including costs to replace employees, productivity costs and safety costs, may rise. Failure to transfer significant internal historical knowledge and expertise to new employees or the future availability and cost of contract labor may adversely affect our ability to manage and operate our business.

Our revenues and results of operations are seasonal and significantly impacted by weather events and other electricity usage drivers.

A significant portion of our revenues is derived from rates that we collect from REPs based on the amount of electricity we distribute to electricity customers on behalf of such REPs. Sales of electricity to residential and commercial customers are influenced by temperature fluctuations. Thus, our revenues and results of operations are subject to seasonality, weather events and other electricity usage drivers, with revenues being highest in the summer. Unusual weather patterns, including as a result of climate change or other factors, could significantly impact revenues.

The costs of providing pension benefits and OPEB and related funding requirements may have a material adverse effect on our financial condition, results of operations and cash flows.

We offer certain pension and health care and life insurance benefits to eligible employees and their eligible dependents upon the retirement of such employees through pension plans and OPEB plans. Until October 2016, we were a member of the same controlled group (within the meaning of ERISA) as Vistra and we have contractual liabilities related to a Vistra defined benefit pension plan. We also maintain an OPEB plan to cover eligible retirees of Oncor and EFH Corp./Vistra whose employment services were assigned to both Oncor (or a predecessor regulated utility business) and the non-regulated business of EFH Corp./Vistra.

Our costs or share of the costs of providing pension and OPEB benefits and related funding requirements are dependent upon numerous factors, assumptions and estimates and are subject to changes in these factors, assumptions and estimates, including the market value of the assets funding the pension plans and OPEB plans and future benefit costs for pension plans and OPEB plans. Benefits costs and related funding requirements could also increase or decrease due to changes in employee demographics (including but not limited to age, compensation levels and years of accredited service), the level of contributions made to retiree plans, mortality assumptions, expected and actual earnings on plan assets, general interest rates, and the discount rates used in determining the projected benefit obligation. Changes made to the provisions of the plans may also impact current and future benefit costs. Significant unplanned increases in benefit costs could have an adverse impact on our financial condition, results of operations, and/or cash flows. See Note 8 to Interim Financial Statements, Note 9 to Annual Financial Statements, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Defined Benefit Pension Plans and OPEB Plans” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition—Liquidity and Capital Resources—Available Liquidity and Liquidity Needs, Including Capital Expenditures—Pension and OPEB Plans Funding” for further information regarding pension and OPEB funding.

PURA provides for our recovery of pension and OPEB costs related to our active and retired employees as well as certain EFH Corp./Vistra active and retired employees for periods prior to the January 1, 2002 deregulation and disaggregation of EFH Corp.’s electric utility businesses, and we are authorized to establish a regulatory asset or liability for the difference between the amounts of pension and OPEB costs approved in current billing rates and the actual amounts that would otherwise have been recorded as charges or credits to earnings related to recoverable service. Amounts in these regulatory assets are ultimately subject to regulatory approval, and disallowance of any of these regulatory assets could have an adverse effect on our financial condition, results of operations and/or cash flows. At September 30, 2023, December 31, 2022 and December 31, 2021, we had recorded net regulatory assets (after taking into account related regulatory liabilities) totaling $277 million, $346 million and $581 million, respectively, related to pension and OPEB costs, including amounts related to deferred expenses as well as amounts related to unfunded liabilities that otherwise would be recorded as other comprehensive income. See Note 2 to Interim Financial Statements and Note 2 to Annual Financial Statements for further information regarding these regulatory assets.

We regularly evaluate opportunities to make selective strategic acquisitions involving regulated assets. Acquisitions involve various risks, and we may not be able to realize the anticipated benefits of any such acquisitions.

We regularly evaluate opportunities to make selective strategic acquisitions involving regulated assets. Additional equity or debt capital may be required to complete any acquisition. In addition, any acquisition may be structured in such a manner that could result in the assumption of secured or unsecured debt and other liabilities. Any such transaction may require PUCT and other regulatory approvals. An acquisition may involve risks relating to the combination of assets and facilities, the diversion of management’s attention and the impact on our credit ratings.

Insufficient electric capacity within ERCOT or disruptions at power generation facilities owned by third parties could interrupt and/or negatively impact our transmission and distribution services.

The electricity we transmit and distribute to REPs, electricity distribution companies, cooperatives and municipally-owned utilities is obtained by these entities from electricity generation facilities, and if electricity generation is disrupted or if power generation capacity is inadequate, our electricity delivery services may be diminished or interrupted, which could have an adverse impact on our reputation, results of operations, financial condition, and cash flows. We do not own any generation facilities (although we do lease certain mobile generation assets as permitted by PURA to assist in power restoration after certain widespread power outages), and we are subject to ERCOT directives with respect to the flow of power on the electric

grid. In the event of extreme weather or other emergency events that impact power availability within ERCOT, ERCOT could require us to reduce demand on the grid. If we are required by ERCOT to institute outages, it could negatively impact our reputation, our revenues from transmission and distribution services may be diminished or interrupted, and our results of operations, financial condition and cash flows may be materially and adversely affected.

The growth of distributed energy resources and similar technologies or actions that decrease demand or consumption of electricity delivered by us may significantly adversely impact our business, including by limiting future infrastructure investments and reducing our ability to timely recover the cost of our investment in, and earn a reasonable return on, our electricity delivery facilities.

The electric industry is undergoing significant technological change, particularly regarding development and availability of distributed energy resources (DERs), non-traditional transmission and distribution solutions such as distributed generation (including solar panels and microgrids), batteries and other energy storage, energy efficiency technologies, demand response technologies (such as electric vehicle-to-grid solutions) and grid management solutions. Research and development activities are ongoing to improve existing and alternative technologies and services to produce and store electricity, and it is possible that advances in these or other technologies will reduce the costs of electricity production from these technologies to a level that will make these technologies more attractive to customers than relying on traditional sources of electricity. Such changes in technology, as well as public perception of DERs and legislation or regulations relating to DERs, could also alter the channels through which retail customers buy and receive electricity. This could reduce the amount of electricity delivery usage and demand on our system as well as make investments in transmission and distribution infrastructure less desirable. For instance, the PUCT has instituted various projects reviewing the regulatory framework regarding DER and other non-traditional technologies. As DER usage continues to grow, regulatory decisions made with respect to DER, including with respect to ERCOT market rules and transmission and distribution utilities’ ability to invest in non-traditional electricity delivery solutions, could adversely impact our revenues and operations. To the extent DERs controlled by entities other than Oncor (including behind the meter alternatives and private use networks) become a more cost-effective or otherwise preferred option for certain customers, our revenues, financial condition, results of operations, cash flows, capital expenditures, and business prospects could be materially adversely impacted.

Also, electricity demand and usage could be reduced by advances in technology that lower the demand for electricity, governmental actions to require or incentivize reductions in electricity consumption, and other conservation efforts, which, absent regulatory changes related to how Oncor recovers investments in rates, could likewise significantly reduce our ability to timely recover the cost of our investment and earn a reasonable return on our electricity delivery facilities. Effective energy conservation by our customers could result in significantly reduced electricity demand and usage, or significantly slow the growth in demand and usage. Such a reduction, absent regulatory changes related to how Oncor recovers investments in rates, could materially adversely impact our revenues, financial condition, results of operations and cash flows.

Goodwill that we have recorded is subject to at least annual impairment evaluations, and as a result, we could be required to write off some or all of this goodwill, which may adversely impact our reported financial condition and results of operations.

In accordance with accounting standards, recorded goodwill is not amortized but is reviewed for impairment annually, or more frequently if certain conditions exist. Any reduction in or impairment of the value of goodwill will result in a charge against earnings, which may adversely impact our reported results of operations and financial condition. See Note 1 to Annual Financial Statements for more information on our goodwill impairment assessment and testing.

Risks Related to Financial and Market Matters

Adverse actions with respect to our credit ratings could negatively affect our cost of debt and our ability to access capital.

Our access to capital markets and our cost of debt could be directly affected by changes in our credit ratings. Regulatory impacts, particularly in the ERCOT market, changes in our financial performance, liquidity needs, as well as unfavorable conditions in the capital markets, among other things, could result in credit agencies changing our credit ratings. In addition, specific regulatory decisions with respect to us could also have an impact on our credit ratings. Any adverse action with respect to our credit ratings could generally cause debt issuance and borrowing costs to increase and the potential pool of investors and funding sources to decrease. Our Credit Facility also provides that interest rates charged for borrowings may be adjusted based on our credit ratings. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition—Liquidity and Capital Resources—Credit Rating Provisions and Material Debt Covenants—Material Debt Credit Rating, Financial, and Cross-Default Covenants” for more information on material credit rating covenants in our Credit Facility.

In addition, most of our large suppliers and counterparties require an expected level of creditworthiness in order for them to enter into transactions with us. If our credit ratings decline, the costs to operate our business could increase because counterparties could require the posting of collateral in the form of cash-related instruments, or counterparties could decline to do business with us. In addition, if any adverse credit rating action takes place and causes our borrowing costs to increase, we may not be able to recover such increased costs if they exceed our PUCT-approved cost of debt determined in our most recent base rate review or subsequent base rate reviews.

Our credit ratings are currently higher than those of Sempra, our indirect majority equity owner. If credit rating agencies were to change their views of our independence from Sempra and its affiliates (other than the Oncor Ring-Fenced Entities), our credit ratings could decline. Despite our ring-fencing measures, rating agencies have in the past taken, and could in the future take, an adverse action with respect to our credit ratings in response to activities involving financing and liability management activities by our indirect majority equity owner.

Market volatility may impact our business and financial condition in ways that we currently cannot predict.

Because our operations are capital intensive, we expect to rely on access to financial markets as a significant source of funding for capital requirements not satisfied by cash-on-hand, operating cash flows or our Credit Facility and CP Program. It is likely we will incur additional debt in connection with our large capital expenditure projections, which include continuing significant investments in transmission and distribution infrastructure. Our ability to access the capital, credit, or commercial paper markets may be severely restricted, or limited entirely, due to market conditions at a time when we would like, or need, to access those markets, which could have an impact on our flexibility to react to changing economic and business conditions. In addition, the cost of debt financing may be materially and adversely impacted by changes in general interest rates. As of October 31, 2023, the federal funds rate set by the federal reserve was 5.33%, as compared to 4.10% at December 31, 2022. In addition, banking regulations could impact lenders’ ability to offer us certain financing options. Even if we are able to obtain debt financing, we may be unable to recover in rates some or all of the costs of such debt financing if they exceed our PUCT-approved cost of debt determined in our most recent base rate review or subsequent base rate reviews, which could adversely affect our earnings and cash flows. Fluctuations in actual market returns as well as changes in general interest rates may also result in increased or decreased benefit costs in future periods. Additionally, disruptions in the capital, credit, and commercial paper markets could have a broader impact on the economy in general in ways that could lead to reduced electricity usage, slowing growth in our service territory, payment defaults by REPs or other customers, or failure by our suppliers to perform their contractual obligations, which could have a negative impact on our revenues, financial condition or results of operations, or have an impact on our customers, counterparties and/or lenders, causing them to fail to meet their obligations to us.

Our ring-fencing measures may not work as planned, which may result in a bankruptcy court subjecting Oncor to the claims of its affiliates’ creditors.

Various ring-fencing measures have been taken to enhance our credit quality and the separateness between the Oncor Ring-Fenced Entities, Sempra and its affiliates (other than the Oncor Ring-Fenced Entities), and any other direct or indirect owners of Oncor or Oncor Holdings. These enhancements are intended to minimize the risk that a court would order any of the Oncor Ring-Fenced Entities’ assets and liabilities to be substantively consolidated with those of Sempra or any of its affiliates or any other direct or indirect owners of Oncor or Oncor Holdings or their affiliates in connection with a bankruptcy of any such entities. Substantive consolidation is an equitable remedy in bankruptcy that results in the pooling of the assets and liabilities of the debtor and one or more of its affiliates solely for purposes of the bankruptcy case, including for purposes of distributions to creditors and voting on and treatment under a reorganization plan. Bankruptcy courts have broad equitable powers, and as a result, outcomes in bankruptcy proceedings are inherently difficult to predict. To the extent a bankruptcy court were to determine that substantive consolidation is appropriate under the facts and circumstances, then the assets and liabilities of any Oncor Ring-Fenced Entity that is subject to the substantive consolidation order would be available to help satisfy the debt or contractual obligations of the affiliated entity that is a debtor in bankruptcy and subject to the same substantive consolidation order. If any Oncor Ring-Fenced Entity were included in such a substantive consolidation order, the secured creditors of Oncor would retain their liens and priority with respect to Oncor’s assets.

See Note 1 to Annual Financial Statements and “Our Business and Properties—Ring-Fencing Measures” for additional information on our ring-fencing measures.

In the future, we could have capital needs that could be difficult to satisfy under some circumstances, including existing limitations on our ability to incur indebtedness and uncertain financial market conditions.

Our operations are capital intensive. We expect to rely on access to financial markets as a significant source of funding for capital requirements not satisfied by cash-on-hand, operating cash flows, or our Credit Facility and CP Program. We have also retained earnings that could have been distributed to our members and invested them in the business. In addition, from time to time we have received capital contributions from our members and could seek member capital contributions in the future to address capital needs. However, our Limited Liability Company Agreement provides that no member may be required to make any additional capital contributions to us.

The inability to raise capital on favorable terms or access liquidity facilities, particularly during times of uncertainty similar to those experienced in the financial markets in parts of 2020 as a result of the COVID-19 pandemic, could adversely impact our ability to sustain and grow our business and would likely increase capital costs that may not be recoverable through rates. Accordingly, there can be no assurance that the capital, credit, and commercial paper markets will continue to be a reliable or acceptable source of short-term or long-term financing for us. Our access to the capital, credit, and commercial paper markets and our Credit Facility, and the pricing and terms we receive in the financial markets, could be adversely impacted by various factors, such as:

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changes in financial markets that reduce available credit or the ability to obtain or renew liquidity facilities on acceptable terms;

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economic weakness in the ERCOT market;

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changes in interest rates;

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a deterioration of our credit or a reduction in our credit ratings;

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a deterioration of the credit or insolvency or financial distress of one or more lenders under our Credit Facility that affects the ability of the lender(s) to make loans to us;

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a deterioration of the credit of Sempra or its affiliates (other than the Oncor Ring-Fenced Entities) or a reduction in the credit ratings of Sempra or such affiliates that is perceived to potentially have an adverse impact on us despite the ring-fencing of the Oncor Ring-Fenced Entities from Sempra and such affiliates;

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a material breakdown in our risk management procedures; and

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changes that restrict our ability to access our Credit Facility.

We are also subject to certain limitations on our ability to incur indebtedness. We are required to maintain a regulatory capital structure at or below the debt-to-equity ratio established periodically by the PUCT for ratemaking purposes. Currently, our authorized regulatory capital structure set by the PUCT is 57.5% debt to 42.5% equity. At September 30, 2023 and December 31, 2022, our regulatory capitalization was 55.6% debt to 44.4% equity and 53.5% debt to 46.5% equity, respectively. Our ability to incur additional long-term debt is limited by our authorized regulatory capital structure and we are able to issue future long-term debt only to the extent that such issuance would not cause our capital structure to exceed the authorized regulatory debt-to-equity ratio. In addition, certain of our debt agreements contain debt-to-capital ratio covenants that effectively limit our ability to incur indebtedness in the future. At September 30, 2023 and December 31, 2022, we were in compliance with these covenants. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition—Liquidity and Capital Resources—Credit Rating Provisions and Material Debt Covenants—Material Debt Credit Rating, Financial, and Cross-Default Covenants” for more information on these covenants. Also, because our Credit Facility provides liquidity support to our CP Program, we treat CP Notes outstanding as a reduction to the available Credit Facility borrowing capacity. See Note 4 to Interim Financial Statements and Note 5 to Annual Financial Statements for further information regarding our Credit Facility and CP Program.

Our variable rate debt subjects us to interest rate risk.

Our variable rate debt uses SOFR as a benchmark for establishing interest rates. SOFR is a backward-looking measure, calculated based on short-term repurchase agreements, backed by Treasury securities. As such, if interest rates were to continue to increase, our debt service obligations on variable rate debt subject to SOFR would increase, which could negatively impact our net income and cash flows.

SOFR began in April 2018 and it therefore has a limited history. The future performance of SOFR may be difficult to predict accurately because of limited historical performance data. Prior observed patterns, if any, in the behavior of market variables and their relation to SOFR, such as correlations, may change in the future. In addition, the administrator of SOFR may make methodological or other changes that could change the value of SOFR. Uncertainty as to SOFR or changes to SOFR will affect the interest rates of our financial instruments linked to SOFR.

Furthermore, the composition and characteristics of SOFR are not the same as those of LIBOR, which was previously used as a benchmark for our variable rate debt and which is a forward-looking measure, based on bank estimates of borrowing costs. As a result of these and other differences, there can be no assurance that SOFR will perform in the same way as LIBOR would have at any time, and there is no guarantee that it is a comparable substitute for LIBOR.

Risks Related to the Exchange Offers

There may be adverse consequences if you do not exchange your outstanding notes.

If you do not exchange your outstanding notes for exchange notes in the exchange offers, you will continue to be subject to restrictions on transfer of your outstanding notes as set forth in the applicable Offering Memorandum. In general, the outstanding notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the applicable registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act. You should refer to “Summary—The Exchange Offers” and “The Exchange Offers” for information about how to tender your outstanding notes.

The tender of outstanding notes under the exchange offers will reduce the outstanding amount of the outstanding notes, which may have an adverse effect upon, and increase the volatility of, the market prices of the outstanding notes due to a reduction in liquidity.

Your ability to transfer the exchange notes may be limited if there is no active trading market, and there is no assurance that any active trading market will develop for the exchange notes.

We are offering the exchange notes to the holders of the outstanding notes. We do not intend to list the exchange notes on a national securities exchange or market. The exchange notes are a new issue of securities for which there is no established public market. There is only a limited market for the exchanged initial 2052 notes. We cannot assure you as to the liquidity of markets that may exist or develop for the exchange notes, your ability to sell the exchange notes or the price at which you would be able to sell the exchange notes. Certain financial institutions have informed us that they intend to make a market in the exchange notes after the exchange offers are completed. However, these financial institutions may cease their market-making efforts at any time without notice. We cannot assure you that an active market for the exchange notes will develop or, if developed, that it will continue. The exchange notes could trade at prices that may be lower than their principal amount or purchase price depending on many factors, including prevailing interest rates, the market for similar notes, our financial and operating performance and other factors. If no active trading market develops, you may not be able to resell the notes at their fair market value or at all.

Certain persons who participate in the exchange offers must deliver a prospectus in connection with resales of the exchange notes.

We have not requested, and do not intend to request, an interpretation by the staff of the SEC as to whether the exchange notes issued pursuant to our exchange offers in exchange for the outstanding notes may be offered for resale, resold or otherwise transferred by any holder without compliance with the registration and prospectus delivery provisions of the Securities Act. Instead, based on interpretations of the staff of the SEC contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1993), we believe that you may offer for resale, resell or otherwise transfer the exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act. We cannot guarantee that the SEC would make a similar decision about our exchange offers. If our belief is wrong, or if you cannot truthfully make the representations mentioned in “Summary—The Exchange Offers—Resale of Exchange Notes”, and you transfer any exchange note issued to you in the exchange offers without meeting the registration and prospectus delivery requirements of the Securities Act, or without an exemption from such requirements, you could incur liability under the Securities Act. Additionally, in some instances described in this prospectus under “Plan of Distribution,” certain holders of exchange notes will remain obligated to comply with the registration and prospectus delivery requirements of the Securities Act to transfer the exchange notes. If such a holder transfers any exchange notes without delivering a prospectus meeting the requirements of the Securities Act or without an applicable exemption from registration under the Securities Act, such a holder may incur liability under the Securities Act. We do not and will not assume, or indemnify such a holder against, this liability.

Risks Related to the Notes

The following risks apply to the outstanding notes and will apply equally to the exchange notes.

The market price of the notes will fluctuate.

Any material differences between our actual results and the historical results contained in our annual, quarterly and current reports filed with the SEC could have a significant adverse impact on the market price of the notes, assuming a market for the notes develops, or if developed, will continue. In addition, any downgrade of our credit ratings could have an adverse impact on the market price of the notes.

The terms of the notes contain limited covenants and other protections.

The Indenture governing the notes contains covenants restricting our ability to take certain actions. However, each of these covenants contains specified exceptions. In addition, these covenants are limited and do not protect holders of the notes from all events that could have a negative effect on the creditworthiness of the notes and the market price of the notes, assuming a market for the notes develops, or if developed, will continue.

The Indenture and the Deed of Trust permit us to incur significant additional debt. Accordingly, the Indenture will not afford the holders of the notes protection in the event we incur significant additional debt.

The notes and the Indenture under which the notes are issued do not place any limitation on the amount of unsecured debt that may be incurred by us. The Indenture and the Deed of Trust also permit us to incur a significant amount of additional secured debt, including debt secured equally and ratably by the Collateral, subject to certain limitations, as described further under “Description of the Notes—Securing Additional Obligations” and “Description of the Notes—Limitation on Secured Debt.” Our incurrence of additional debt may have important consequences for holders of the notes, including making it more difficult for us to satisfy our obligations with respect to the notes, a loss in the trading value of the notes, if any, and a risk that the credit rating of the notes is lowered or withdrawn. The covenants contained in the Indenture and the Deed of Trust will not afford holders of notes protection in the event we incur significant additional debt. In addition, the Notes will be structurally subordinated to all existing and future indebtedness of our subsidiary, Receivables LLC, to the extent of the value of the collateral securing the AR Facility. 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 Oncor. The assets of Receivables LLC are not available to pay creditors of Oncor or any affiliate thereof.

It may be difficult to realize the value of the Collateral securing the notes.

Each of the assets and facilities that will be included in the Collateral is subject to the same kinds of risks as are described under “—Risks Related to Regulatory and Legislative Matters”, “— Risks Related to Our Business and Operations” and “—Risks Related to Financial and Market Matters”. We cannot provide any assurance that any of the necessary permits, certificates or other entitlements to operate those assets and facilities would be transferable to the Collateral Agent or any purchaser from the Collateral Agent in the event of a foreclosure upon that asset or facility. The Collateral Agent’s ability to foreclose on the Collateral on behalf of the holders of the notes may be subject to perfection, the consent of third parties and, with respect to those assets that are subject to the jurisdiction of the PUCT and the FERC, the prior approval by the PUCT and the FERC. The Collateral Agent’s ability to foreclose may also be subject to priority issues and practical problems associated with the realization of the Collateral Agent’s security interest in the Collateral. We cannot assure holders of the notes that the consents of any third parties and approvals by governmental entities will be given when required to implement a foreclosure on such assets, especially if we are not in compliance with the underlying permits at the time. Accordingly, the Collateral Agent may not have the ability to foreclose upon those assets or assume or transfer the right to operate those assets or facilities, and a temporary shutdown of operations may result and the value of the Collateral may significantly decrease. Even if the Collateral Agent assumes the right to operate the assets and facilities, there may also be practical problems associated with the Collateral Agent’s ability to identify a qualified operator to operate and maintain the assets and facilities. In addition, future regulatory developments or other inabilities to obtain or comply with required permits may adversely affect the value of the Collateral.

No appraisals of any Collateral have been prepared in connection with the exchange offers. The value of the Collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the Collateral. By their nature, some or all of the pledged assets may be illiquid and may have no readily ascertainable market value. We cannot assure holders of the notes that the fair market value of the Collateral as of the date of this prospectus exceeds the principal amount of the debt secured thereby. The value of the assets pledged as Collateral for the notes could be impaired in the future as a result of changing economic conditions, our failure to implement our business strategy, competition and other future trends.

Bankruptcy laws may limit your ability to realize value from the Collateral.

The right of the Collateral Agent to repossess and dispose of the Collateral upon the occurrence of an event of default under the Indenture is likely to be significantly impaired by applicable bankruptcy law if a bankruptcy case were to be commenced by or against us prior to the Collateral Agent having repossessed and disposed of, or otherwise exercised remedies in respect of, the Collateral. Under the U.S. bankruptcy code, a secured creditor is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of a security repossessed from such debtor, without bankruptcy court approval. Moreover, the U.S. bankruptcy code permits the debtor to continue to retain and to use collateral even though the debtor is in default under the applicable debt instrument, provided that the secured creditor is given “adequate protection.” The meaning of the term “adequate protection” may vary according to circumstances, but it is intended in general to protect the value of the secured creditor’s interest in the collateral and may include cash payments or the granting of additional security, if and at such times as the court in its discretion determines that the value of the secured

creditor’s interest in the collateral is declining during the pendency of the bankruptcy case. In view of the lack of a precise definition of the term “adequate protection” and the broad discretionary powers of a bankruptcy court, it is impossible to predict (1) how long payments under the notes could be delayed following the commencement of a bankruptcy case, (2) whether or when the Collateral Agent could repossess or dispose of the Collateral and (3) whether or to what extent holders of the notes would be compensated for any delay in payment or loss of value of the Collateral through the requirement of “adequate protection.”

In the event a bankruptcy court determines the value of the Collateral is not sufficient to repay all amounts due on the notes and any other obligations secured by the Collateral then the holders of the notes and such other obligations would hold secured claims to the extent of the value of the Collateral securing such claims, and would hold unsecured claims with respect to any shortfall. Applicable federal bankruptcy laws may not permit the payment and/or accrual of post-petition interest (including make-whole premiums), costs and attorneys’ fees during a debtor’s bankruptcy case. In addition, if we were to become the subject of a bankruptcy case, the bankruptcy trustee or debtor may seek to avoid certain pre-petition transfers made by us, including transfers held to be preferences or fraudulent conveyances. While transfers to secured creditors are generally not preferential, transfers to undersecured creditors may be subject to avoidance.

Any future pledges of Collateral may be avoidable.

Any future pledge of Collateral in favor of the Collateral Agent may be avoidable by the pledgor (as debtor in possession) or by its trustee in bankruptcy or other third parties if certain events or circumstances exist or occur, such that the pledge or granting of the security interest is deemed a fraudulent conveyance or preference.

The Collateral Agent’s ability to exercise remedies with respect to Collateral is limited.

The Deed of Trust provides the Collateral Agent on behalf of the holders of obligations secured by the Deed of Trust, including the notes, with significant remedies, including foreclosures and sale of all or parts of the Collateral. However, the rights of the Collateral Agent to exercise significant remedies (such as foreclosure) are, subject to certain exceptions, generally limited to a payment default, bankruptcy of us or the acceleration of the indebtedness.

Proceeds from any sale of the Collateral upon foreclosure may be insufficient to repay the notes in full.

We cannot assure you that the net proceeds from a sale of the Collateral securing the notes would be sufficient to repay all of the notes following a foreclosure upon the Collateral or a liquidation of our assets.

The value of the Collateral and the amount to be received upon a sale of the Collateral will depend upon many factors including, among others, the condition of the Collateral, the ability to sell the Collateral in an orderly sale, the condition of the national and local economies, the availability of buyers and similar factors. The book value of the Collateral should not be relied on as a measure of realizable value for these assets. By their nature, portions of the Collateral may be illiquid and may have no readily ascertainable market value. In addition, a significant portion of the Collateral includes assets that may only be usable, and thus retain value, as part of our existing business operations. Accordingly, any sale of the Collateral separate from the sale of our business operations may not be feasible or of significant value.

Additionally, applicable law requires that every aspect of any foreclosure or other disposition of Collateral be “commercially reasonable.” If a court were to determine that any aspect of the Collateral Agent’s exercise of remedies was not commercially reasonable, the ability of the Collateral Agent and the holders of the notes to recover the difference between the amount realized through such exercise of remedies and the amount owed on the notes may be adversely affected and, in the worst case, the holders of the notes could lose all claims for such deficiency amount.

FORWARD-LOOKING STATEMENTS

This prospectus, including the attached Interim Financial Statements and Annual Financial Statements, and other presentations made by us contain “forward-looking statements” within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act. All statements, other than statements of historical facts, that are included in this prospectus, including the incorporated documents, as well as statements made in presentations, in response to questions or otherwise, that address activities, events or developments that we expect or anticipate to occur in the future, including such matters as projections, capital allocation, future capital expenditures, business strategy, competitive strengths, goals, future acquisitions or dispositions, development or operation of facilities, market and industry developments and the growth of our business and operations (often, but not always, through the use of words or phrases such as “intends,” “plans,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “forecast,” “should,” “projection,” “target,” “goal,” “objective” and “outlook”), are forward-looking statements. Although we believe that in making any such forward-looking statement our expectations are based on reasonable assumptions, any such forward-looking statement involves risks, uncertainties and assumptions and is qualified in its entirety by reference to the discussion of risk factors under “Risk Factors” in this prospectus and the discussions under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus and the following important factors, among others, that could cause our actual results to differ materially from those projected in such forward-looking statements:

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legislation, governmental policies and orders, and regulatory actions, including those of the U.S. Congress, the President of the U.S., the Texas Legislature, the Governor of Texas, the FERC, the PUCT, ERCOT, NERC, the Texas RE, the U.S. Department of Energy, the EPA, and the TCEQ, and including with respect to:

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authorized rate of return;

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permitted capital structure;

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industry, market and rate structure;

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rates and recovery of investments;

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acquisition and disposal of assets and facilities;

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ownership, operation and construction of assets and facilities;

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changes in tax laws and policies; and

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changes in and compliance with environmental, sourcing/supply chain, reliability and safety laws and policies;

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legal and administrative proceedings and settlements, including the exercise of equitable powers by courts;

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weather conditions and other natural phenomena, including any weather impacts due to climate change;

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acts of sabotage, wars, terrorist activities, cyber security attacks, wildfires, fires, explosions, hazards customary to the industry, or other emergency events and the possibility that we may not have adequate insurance to cover losses or third-party liabilities related to any such event;

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actions by credit rating agencies;

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health epidemics and pandemics, including their impact on our business and the economy in general;

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interrupted or degraded service on key technology platforms, facilities failures, or equipment interruptions;

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economic conditions, including the impact of a recessionary environment, inflation, supply chain disruptions, service provider availability, and labor availability and cost;

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unanticipated population growth or decline, or changes in market demand and demographic patterns, particularly in the ERCOT region;

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ERCOT grid needs and ERCOT market conditions, including any failure for electric capacity within ERCOT or disruptions at ERCOT power generation facilities;

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changes in business strategy, development plans or vendor relationships;

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changes in interest rates or rates of inflation;

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significant changes in operating expenses, liquidity needs and/or capital expenditures;

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inability of various counterparties to meet their financial and other obligations to us, including failure of counterparties to timely perform under agreements;

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general industry and ERCOT trends;

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significant decreases in demand or consumption of electricity delivered by us, including as a result of increased consumer use of third-party distributed energy resources or other technologies;

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changes in technology used by and services offered by us;

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significant changes in our relationship with our employees, including the availability of qualified personnel, and the potential adverse effects if labor disputes or grievances were to occur;

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changes in assumptions used to estimate costs of providing employee benefits, including pension and OPEB, and future funding requirements related thereto;

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significant changes in accounting policies or critical accounting estimates material to us;

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commercial bank and financial market conditions, macroeconomic conditions, access to capital, the cost of such capital, and the results of financing and refinancing efforts, including availability of funds and the potential impact of any disruptions in U.S. capital and credit markets;

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circumstances which may contribute to future impairment of goodwill, intangible or other long-lived assets;

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financial and other restrictions under our debt agreements;

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our ability to generate sufficient cash flow to make interest payments on our debt instruments; and

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our ability to effectively execute our operational strategy.

Any forward-looking statement speaks only as of the date on which it is made, and, except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of them; nor can we assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. As such, you should not unduly rely on such forward-looking statements.

INDUSTRY AND MARKET INFORMATION

The industry and market data and other statistical information used throughout this prospectus are based on independent industry publications, government publications, reports by market research firms or other published independent sources, including certain data published by ERCOT. We did not commission any of these publications or reports. Some data is also based on our good faith estimates, which are derived from our review of internal surveys, as well as the independent sources listed above. Independent industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. While we believe that each of these studies and publications is reliable, we have not independently verified such data and we make no representation as to the accuracy of such information. Forecasts are particularly likely to be inaccurate, especially over long periods of time, and we do not know what assumptions regarding general economic growth are used in preparing the forecasts included in this prospectus. Similarly, while we believe that our internal and external research is reliable, it has not been verified by any independent sources and we make no assurances that the predictions contained therein are accurate.

USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the exchange notes pursuant to the exchange offers. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of outstanding notes, the terms of which are identical in all material respects to the exchange notes, except that 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 such outstanding notes. The outstanding notes surrendered in exchange for the exchange notes will be retired and cancelled and cannot be reissued. Accordingly, the issuance of the exchange notes will not result in any change in our capitalization.

CONSOLIDATED CAPITALIZATION AND SHORT-TERM DEBT OF ONCOR AND SUBSIDIARIES

The following table summarizes our consolidated capitalization and short-term debt as of September 30, 2023. This table should be read in conjunction with the information included under the headings “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Interim Financial Statements and Annual Financial Statements and related notes included herein.


	At September 30, 2023
	Amount		Percent
	(millions of dollars, except percentages)
*Capitalization* *(a)*:
Long-term debt, less amounts due currently (b)	$	12,500		47.1	%
Membership interests		14,059		52.9	%

Total capitalization	$	26,559		100.0	%

*Short-term debt*:
Short-term debt	$	82
Long-term debt due currently		500

Total short-term debt	$	582

(a)	For purposes of reporting to the PUCT, the regulatory capitalization ratio at September 30, 2023 was 55.6% debt to 44.4% equity.

(b)

This amount reflects a reduction of $145 million for unamortized discount, premium and debt issuance costs related to our outstanding long-term debt securities as of September 30, 2023. On November 13, 2023, we completed the sale of $800 million aggregate principal amount of the outstanding 2033 notes. We used a portion of the proceeds from the sale of the outstanding 2033 notes to repay the full amount of $500 million outstanding under the AR Facility.

OUR BUSINESS AND PROPERTIES

Overview of Oncor

We are a regulated electricity transmission and distribution company that provides the essential service of delivering electricity safely, reliably and economically to end-use consumers through our electrical systems, as well as providing transmission grid connections to merchant generation facilities and interconnections to other transmission grids in Texas. We are a direct, majority-owned subsidiary of Oncor Holdings, which is indirectly and wholly owned by Sempra. Oncor Holdings owns 80.25% of our membership interests and Texas Transmission owns 19.75% of our membership interests. Since 2007, various ring-fencing measures have been taken to enhance our credit quality and the separateness between the Oncor Ring-Fenced Entities and entities with ownership interests in Oncor or Oncor Holdings. See “—Ring Fencing Measures” below for a discussion of those measures. We are a limited liability company organized under the laws of the State of Delaware, formed in 2007 as the successor entity to Oncor Electric Delivery Company, a corporation formed under the laws of the State of Texas in 2001.

The company is managed as an integrated business; consequently, there is only one reportable segment.

We provide:

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wholesale transmission services to our electricity distribution business, as well as non-affiliated electricity distribution companies, electric cooperatives and municipally-owned utilities, and

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Our transmission and distribution rates are regulated by the PUCT and certain cities, and in certain limited instances, by the FERC. We are not a seller of electricity, nor do we purchase electricity for resale. The majority of consumers of the electricity we deliver are free to choose their electricity supplier from REPs who compete for their business.

Ring-Fencing Measures

Since 2007, various ring-fencing measures have been taken to enhance our credit quality and the separateness between the Oncor Ring-Fenced Entities and entities with ownership interests in Oncor or Oncor Holdings. These ring-fencing measures serve to mitigate the Oncor Ring-Fenced Entities’ credit exposure to owners of Oncor and Oncor Holdings, and to reduce the risk that the assets and liabilities of the Oncor Ring-Fenced Entities would be substantively consolidated with the assets and liabilities of any direct or indirect owners of Oncor and Oncor Holdings in connection with a bankruptcy of any such entities. These measures include the November 2008 sale of 19.75% of Oncor’s equity interests to Texas Transmission.

In March 2018, Sempra indirectly acquired Oncor Holdings after obtaining various approvals, including PUCT approval through the Sempra Order, which outlines certain ring-fencing measures, governance mechanisms and restrictions that apply after the Sempra Acquisition. As a result of these ring-fencing measures, Sempra does not control Oncor, and the ring-fencing measures limit Sempra’s ability to direct the management, policies and operations of Oncor, including the deployment or disposition of Oncor’s assets, declarations of dividends, strategic planning and other important corporate issues and actions. Our Limited Liability Company Agreement requires PUCT approval of certain revisions to the Limited Liability Company Agreement, including, among other things, revisions to our governance structure and other various ring-fencing measures.

None of the assets of the Oncor Ring-Fenced Entities are available to satisfy the debt or obligations of any Sempra entity or any other direct or indirect owner of Oncor or Oncor Holdings. The assets and liabilities of the Oncor Ring-Fenced Entities are separate and distinct from those of any Sempra entities and any other direct or indirect owner of Oncor or Oncor Holdings. We do not bear any liability for debt or contractual obligations of Sempra and its affiliates or any other direct or indirect owner of Oncor or Oncor Holdings, and vice versa. Accordingly, our operations are conducted, and our cash flows are managed, independently from Sempra and its affiliates and any other direct or indirect owner of Oncor or Oncor Holdings.

Oncor is a limited liability company governed by a board of directors, not its members. The Sempra Order and our Limited Liability Company Agreement require that the board of directors of Oncor consist of thirteen members, constituted as follows:

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seven Disinterested Directors, who (i) shall be independent directors in all material respects under the rules of the New York Stock Exchange in relation to Sempra or its subsidiaries and affiliated entities and any entity with a direct or indirect ownership interest in Oncor or Oncor Holdings, and (ii) shall have no material relationship with Sempra or its subsidiaries or affiliated entities or any entity with a direct or indirect ownership interest in Oncor or Oncor Holdings, currently or within the previous ten years;

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two members designated by Sempra (through Oncor Holdings);

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two members designated by Texas Transmission; and

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two current or former officers of Oncor (each, an Oncor Officer Director), currently Robert S. Shapard and E. Allen Nye, Jr., who are our Chairman of our board of directors and Chief Executive, respectively.

Until March 9, 2028, in order for a current or former officer of Oncor to be eligible to serve as an Oncor Officer Director, the officer cannot have worked for Sempra or any of its subsidiaries or affiliated entities (excluding Oncor Holdings and Oncor) or any other entity with a direct or indirect ownership interest in Oncor or Oncor Holdings in the ten-year period prior to the date on which the officer first became employed by Oncor. Oncor Holdings, at the direction of STIH, has the right to nominate and/or seek the removal of the Oncor Officer Directors, subject to approval by a majority of the Oncor board of directors.

In addition, the Sempra Order provides that Oncor’s board of directors cannot be overruled by the board of directors of Sempra or any of its subsidiaries on dividend policy, the issuance of dividends or other distributions (except for contractual tax payments), debt issuance, capital expenditures, operation and maintenance expenditures, management and service fees, and appointment or removal of members of the board of directors, provided that certain actions may also require the additional approval of the Oncor Holdings board of directors. The Sempra Order also provides that any changes to the size, composition, structure or rights of the board of directors must first be approved by the PUCT. In addition, if Sempra acquires Texas Transmission’s interest in Oncor, the two board of director positions on Oncor’s board of directors that Texas Transmission is entitled to appoint will be eliminated and the size of Oncor’s board of directors will be reduced by two.

Additional regulatory commitments, governance mechanisms and restrictions provided in the Sempra Order and our Limited Liability Company Agreement to ring-fence Oncor from its owners include, among others:

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A majority of the Disinterested Directors of Oncor and the directors designated by Texas Transmission that are present and voting (of which at least one must be present and voting) must approve any annual or multi-year budget if the aggregate amount of capital expenditures or operation and maintenance expenditures in such budget is more than a 10% increase or decrease from the corresponding amounts of such expenditures in the budget for the preceding fiscal year or multi-year period, as applicable;

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Oncor may not pay any dividends or make any other distributions (except for contractual tax payments) if a majority of its Disinterested Directors or either of the two directors appointed by Texas Transmission determines that it is in the best interests of Oncor to retain such amounts to meet expected future requirements;

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At all times, Oncor will remain in compliance with the debt-to-equity ratio established by the PUCT from time to time for ratemaking purposes, and Oncor will not pay dividends or other distributions (except for contractual tax payments), if that payment would cause its debt-to-equity ratio to exceed the debt-to-equity ratio approved by the PUCT;

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If the credit rating on Oncor’s senior secured debt by any of the three major rating agencies falls below BBB (or the equivalent), Oncor will suspend dividends and other distributions (except for contractual tax payments), unless otherwise allowed by the PUCT;

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Without the prior approval of the PUCT, neither Sempra nor any of its affiliates (excluding Oncor) will incur, guaranty or pledge assets in respect of any indebtedness that is dependent on the revenues of Oncor in more than a proportionate degree than the other revenues of Sempra or on the membership interests of Oncor, and there will be no debt at STH or STIH at any time following the closing of the Sempra Acquisition;

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Neither Oncor nor Oncor Holdings will lend money to, borrow money from or share credit facilities with Sempra or any of its affiliates (other than Oncor subsidiaries), or any entity with a direct or indirect ownership interest in Oncor or Oncor Holdings; and

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There must be maintained certain “separateness measures” that reinforce the legal and financial separation of Oncor from its owners, including a requirement that dealings between Oncor, Oncor Holdings and their subsidiaries with Sempra, any of Sempra’s other affiliates or any entity with a direct or indirect ownership interest in Oncor or Oncor Holdings, must be on an arm’s-length basis, limitations on affiliate transactions, separate recordkeeping requirements and a prohibition on Sempra or its affiliates or any entity with a direct or indirect ownership interest in Oncor or Oncor Holdings pledging Oncor assets or membership interests for any entity other than Oncor.

Oncor’s Market (ERCOT statistics below were derived from information published by ERCOT and/or the PUCT)

We are a member utility and operate within the ERCOT market. This market represents approximately 90% of the electricity consumption in Texas. ERCOT is the regional reliability coordinating organization for member electricity systems in Texas and the Independent System Operator (ISO) of the interconnected transmission grid for those systems. ERCOT is subject to oversight by the PUCT and the Texas Legislature. ERCOT is responsible for ensuring reliability, adequacy and security of the electric systems, as well as nondiscriminatory access to transmission service by all wholesale market participants in the ERCOT region. ERCOT’s membership consists of corporate and associate members, including electric cooperatives, municipal power agencies, independent generators, independent power marketers, transmission service providers, distribution services providers, independent REPs and consumers.

The ERCOT market has limited interconnections to other markets in the U.S. and Mexico, which currently limits potential imports into and exports out of the ERCOT market to approximately 1,200 MW of electricity transmission capacity. In addition, wholesale transactions within the ERCOT market are generally not subject to regulation by the FERC.

The ERCOT market operates under reliability standards set by NERC. The PUCT has primary jurisdiction over the ERCOT market to ensure the adequacy and reliability of power supply across Texas’ main interconnected transmission grid. We, along with other owners of transmission and distribution facilities in Texas, assist the ERCOT ISO in its operations. We have planning, design, construction, operation and maintenance responsibility for the portion of the transmission grid and the load-serving substations we own, primarily within our certificated distribution service area. We participate with the ERCOT ISO and other ERCOT utilities in obtaining regulatory approvals and planning, designing, constructing and upgrading transmission lines in order to remove existing constraints and interconnect generation on the ERCOT transmission grid. The transmission line projects are necessary to meet reliability needs, support energy production and increase bulk power transfer capability.

Oncor’s Strategies

We focus on delivering electricity in a safe and reliable manner, minimizing service interruptions, and investing in our transmission and distribution infrastructure to maintain our system, serve our growing customer base with a modernized grid, provide interconnections to other transmission grids in Texas, and support energy production through transmission grid connections to merchant generation facilities.

We believe that building and leveraging upon opportunities to scale our operating advantage and technology programs enables us to create value by eliminating duplicative costs, managing supply costs more efficiently, and building and standardizing distinctive process expertise over a larger grid. Scale also allows us to take part in large capital investments in our transmission and distribution system, with a smaller fraction of overall capital at risk and with an enhanced ability to streamline costs. Our organic growth strategies are to construct transmission and distribution facilities and invest in technology upgrades to meet the needs of our customers and the ERCOT market. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Relating to Future Earnings and Results of Operations” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition—Liquidity and Capital Resources” for more information on our cost recovery mechanisms for capital investments and for a discussion on our historical and projected capital expenditures. We also believe there are opportunities for growth as customer efforts to decrease their carbon footprint motivate electrification efforts in the ERCOT market. Increased electrification efforts in the ERCOT market, particularly through oil and gas producers electrifying their operations and widespread electrification of vehicles, could result in significant increased demand within the ERCOT system. Such increased demand could result in higher electricity volumes delivered by us as well as obligations for additional capital investments to interconnect sources to the ERCOT grid and meet service reliability needs. Legislation and regulation to combat climate change could also have an impact on operations and demand in the ERCOT market that require additional capital investments by us or impact electricity volumes delivered. For instance, the Inflation Reduction Act of 2022 contains provisions designed to encourage renewable energy production, which could incentivize construction of additional renewable energy capacity in Texas. Such additional renewable energy capacity could in turn require new capital construction projects from us to connect those generation sources to the ERCOT grid. In addition to organic growth strategies, we also regularly evaluate opportunities to make selective strategic acquisitions involving regulated assets.

Oncor’s Operations

Electricity Transmission — Our electricity transmission business is responsible for the safe and reliable operations of our transmission network and substations. These responsibilities consist of the construction, maintenance, and security of transmission facilities and substations and the monitoring, controlling and dispatching of high-voltage electricity over our transmission facilities in coordination with ERCOT.

At December 31, 2022, our transmission system included:

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18,268 miles of transmission lines:

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7,544 circuit miles of 345kV transmission lines, and

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10,724 circuit miles of 138kV and 69kV transmission lines,

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interconnection to 146 generation facilities totaling 48,430 MW directly connected to our transmission system, and

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a total of 1,207 transmission and distribution substations.

At December 31, 2022, our transmission facilities had the following connections to other transmission grids in Texas:


	Number of Interconnected Lines
Grid Connections	345kV		138kV		69kV
Brazos Electric Power Cooperative, Inc.		4		115		27
Rayburn Country Electric Cooperative, Inc.		1		48		5
Lower Colorado River Authority		5		28		2
Texas New Mexico Power		2		19		14
Tex-La Electric Cooperative of Texas, Inc.		1		13		1
American Electric Power Company, Inc. (a)		5		6		12
Texas Municipal Power Agency		7		6		—
Lone Star Transmission		3		—		—
CenterPoint Energy Inc.		3		—		—
Other small systems operating wholly within Texas		14		16		5

(a)	One of the 345kV lines is an asynchronous high-voltage direct current connection with the Southwest Power Pool.

Electricity Distribution — Our electricity distribution business is responsible for the overall safe and efficient operation of distribution facilities, including electricity delivery, power quality, security, and system reliability. These responsibilities consist of the ownership, management, construction, maintenance and operation of the distribution system within our certificated service area. Our distribution system receives electricity from the transmission system through substations and distributes electricity to end-users and wholesale customers through 3,681 distribution feeders at December 31, 2022.

At December 31, 2022, our distribution system included:

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123,500 miles of distribution lines:

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90,210 miles of overhead lines, and

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33,290 miles of underground lines,

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3,896,000 approximate number of points of delivery, including approximately 64,000 points of delivery added in 2022, and

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1.94% average growth per year over the past five years in the number of distribution system points of delivery we serve, excluding lighting sites.

Properties — Most of our power lines have been constructed over lands of others pursuant to easements or along public highways, streets and rights-of-way pursuant to permits, public utility easements, franchise or other agreements or as otherwise permitted by law. In addition to power lines and related assets in our transmission and distribution system, we also own or lease land, offices, facilities, equipment, and vehicles to operate our business. Certain of our transmission and distribution assets, including certain real property assets, are subject to a first priority lien pursuant to our Deed of Trust. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition—Liquidity and Capital Resources” for more information on our Deed of Trust.

Customers — Our transmission business customers consist of municipally-owned utilities, electric cooperatives and other distribution companies. At September 30, 2023 and December 31, 2022, our distribution business customers primarily consist of over 100 REPs that sell the electricity we distribute to consumers in our certificated service area. Revenues from REP subsidiaries of Vistra and NRG Energy, Inc., our two largest customers, collectively represented 28% and 25%, respectively, of our total operating revenues for the nine months ended September 30, 2023, 26% and 24%, respectively, of our total operating revenues for the year ended December 31, 2022, and 25% and 23%, respectively, of our total operating revenues for the year ended December 31, 2021. No other customer represented more than 10% of our total operating revenues during such periods. The majority of consumers of the electricity we deliver are free to choose their electricity supplier from REPs who compete for their business.

Competition — Oncor operates in certificated areas designated by the PUCT. The majority of Oncor’s service territory is single certificated, with Oncor as the only certificated transmission and distribution provider. However, in multi-certificated areas of Texas, Oncor competes with certain utilities and rural electric cooperatives for the right to serve end-use customers. In addition, the electric industry is undergoing rapid technological change, and third-party distributed energy resources and other technologies may increasingly compete with our traditional transmission and distribution infrastructure for delivering electricity to consumers. See “Risk Factors—The growth of distributed energy resources and similar technologies or actions that decrease demand or consumption of electricity delivered by us may significantly adversely impact our business, including by limiting future infrastructure investments and reducing our ability to timely recover the cost of our investment in, and earn a reasonable return on, our electricity delivery facilities.”

Seasonality — Our revenues and results of operations are subject to seasonality, weather conditions and other electricity usage drivers, with distribution revenues being highest in the summer.

Regulation and Rates — As our operations are wholly within Texas, we believe we are not a public utility as defined in the Federal Power Act and, as a result, we are not subject to general regulation under this act. However, we are subject to reliability standards adopted and enforced by Texas RE and NERC (including critical infrastructure protection) under the Federal Power Act.

The PUCT has original jurisdiction over wholesale transmission rates and services and retail rates and services in unincorporated areas and in those municipalities that have ceded original jurisdiction to the PUCT and has exclusive appellate jurisdiction to review the retail rate and service orders and ordinances of municipalities. Generally, PURA prohibits the collection of any rates or charges by a public utility (as defined by PURA) that does not have the prior approval of the appropriate regulatory authority (i.e., the PUCT or the municipality with original jurisdiction).

At the state level, PURA requires utility owners or operators of transmission facilities to provide open-access wholesale transmission services to third parties at rates and terms that are nondiscriminatory and comparable to the rates and terms of the utility’s own use of its system. The PUCT has adopted rules implementing the state open-access requirements for all utilities, including us, that are subject to the PUCT’s jurisdiction over transmission services.

As a regulated utility, our business is subject to extensive governmental regulations and compliance obligations, which could greatly impact our business. See “Risk Factors—Our business is subject to ongoing complex governmental regulations and legislation that have impacted, and will continue in the future to impact, our business and results of operations” and “Risk Factors—We are subject to mandatory service quality and reliability standards. Efforts to comply with those standards could subject us to higher operating costs and/or increased capital expenditures, and non-compliance with applicable standards and expectations could have a material adverse effect on our business.” as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and Note 2 to Interim Financial Statements and Notes 2 and 7 to Annual Financial Statements for a discussion of certain regulatory matters and commitments and the material effects of compliance with regulations on our business.

Investing in Infrastructure — In 2022, we invested approximately $3.0 billion in our transmission and distribution system to upgrade the transmission system and associated facilities, to extend the distribution infrastructure and to pursue certain initiatives in infrastructure, including investments to support system growth, reliability and resiliency. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition—Liquidity and Capital Resources” for more information on our capital expenditures.

Environmental Regulations and Related Considerations—The TCEQ and the EPA have jurisdiction over water discharges (including storm water) from facilities in Texas. We believe our facilities are presently in material compliance with applicable state and federal requirements relating to water discharges. We believe we hold all required wastewater discharge permits from the TCEQ for facilities in operation and have applied for or obtained necessary permits for facilities under construction. We also believe we can satisfy the requirements necessary to obtain any required permits or renewals. There are also federal rules pertaining to Spill Prevention, Control and Countermeasure (SPCC) plans for oil-filled electrical equipment and bulk storage facilities for oil that affect certain of our facilities. We have implemented SPCC plans as required for those substations, work centers and distribution systems, and believe we are currently in material compliance with these rules.

Treatment, storage and disposal of solid waste and hazardous waste are regulated at the state level under the Texas Solid Waste Disposal Act and at the federal level under the Resource Conservation and Recovery Act of 1976, as amended, and the Toxic Substances Control Act. The EPA has issued regulations under the Resource Conservation and Recovery Act of 1976, as amended, and the Toxic Substances Control Act, and the TCEQ has issued regulations under the Texas Solid Waste Disposal Act applicable to our facilities. We are in material compliance with applicable solid and hazardous waste regulations.

Our capital expenditures for environmental matters totaled $51 million in 2022 and are expected to total approximately $58 million in 2023.

Human Capital Management — At December 31, 2022, we had 4,561 employees, including 764 employees covered under a collective bargaining agreement that expires in October 2026. As of December 31, 2022, the average length of service amongst all employees was 13.4 years, and over 99% of our employees were employed on a full-time basis. In addition, at December 31, 2022, we had 71 interns serving in full-time or part-time internships.

Attracting, retaining, and developing high quality talent is key to our human capital management strategy. We employ a multi-faceted recruiting strategy to recruit a diverse, high quality talent pool, including leveraging several higher education and high school partnerships established across our service territory and helping higher education and technical institutions develop linemen schools and courses. We also believe market-competitive compensation and benefits packages are necessary to attract and retain talent, and we strive to provide competitive packages that include performance-based compensation that rewards organizational achievement as well as individual efforts. We continuously monitor the competitive labor market with a view toward adjusting compensation and benefit practices as needed to attract, develop, and retain talent. Retention was a particular focus in 2022 due to the increasingly competitive labor market, and we made certain broad scale pay and benefit adjustments in an effort to remain a market-competitive employer. For example, in July 2022, we gave all regular, full-time employees below the director level a one-time $1,000 inflation bonus to help offset the impact of unusually high U.S. inflation rates on their everyday cost of living. In September 2022, in light of increased employee wages in the labor market, we gave all employees other than elected officers a 5% base pay increase. In addition, we also modified company policies in 2022 to give employees an additional floating holiday and an additional 40 hours of vacation, the latter of which becomes effective in 2023. For the year ended December 31, 2022, we experienced an annual employee turnover rate of approximately 8.3%, approximately 3% of which was attributable to retirements.

Our workplace culture is central to our efforts to attract, retain, and develop talent. We strive to create a workplace culture that emphasizes the following key areas:

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Safety — Safety is a key priority of the company and our human capital management strategy. Employees are regularly educated and trained on safety issues and receive regular safety communications, particularly in field locations. We have established an annual safety plan, which outlines our yearly safety programs and initiatives. Employees are encouraged to propose improvements to our safety procedures and are recognized for their innovations and contributions to safety improvements. We regularly track our safety performance and benchmark it against industry peers, and achievement of significant safety milestones are recognized and celebrated. In addition, a safety performance metric is included in our annual and long-term incentive programs to further promote safety among employees. As a company, we’ve further committed to the importance of safety by including a safety-related performance metric in the Credit Facility. Maintaining the safety of our workforce throughout the COVID-19 pandemic remained a key focus of our human capital management efforts in 2022 as we continued to implement and adjust pandemic response measures based on the state of the pandemic in the communities we serve and governmental regulations and guidance.

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Ethical Conduct — Ethical conduct is a core value of the company, and every employee is required to complete code of conduct training upon joining Oncor and annually thereafter. We also maintain an ethics and compliance hotline monitored by an independent, third-party service, where employees may anonymously report any suspected unethical behavior or policy violations. Our compliance leadership team meets quarterly to review employee code of conduct compliance-related matters, and the company’s code of conduct compliance program and activities are reviewed with the audit committee of our board of directors on at least an annual basis.

•

Collaboration and Innovation — Our company-wide “One Oncor” initiative emphasizes cross-functional collaboration, particularly to spur innovation. An innovation and improvement council, made up of management-level employees, focuses on enhancing innovation and continuous improvement throughout the company. We have also instituted an innovation and continuous improvement initiative, Power On Deliver Strong, and developed a framework based on Lean Six Sigma that enables and encourages employees to identify and execute improvement opportunities to our services, business processes, and systems, including an annual internal Innovation Week campaign. In addition, we offer various training opportunities to employees to encourage innovation, and maintain a portal for all employees to submit innovation and improvement ideas and success stories. All employees are also required to complete continuous improvement training.

•

Diversity, Equity, and Inclusion — We are committed to creating and maintaining a culture of diversity, equity, and inclusion (DEI), and fostering an environment that gives each employee a sense of belonging and access to the resources to achieve their full potential. Our Vice President of Diversity, Equity & Inclusion and officer-level steering committee for DEI have instituted and supported various initiatives to promote this effort across the company. For example, in 2022, we hosted our first DEI Summit, which allowed executives and employees across the company to discuss advancing our DEI efforts as we strive to foster an environment where everyone feels supported and respected. We also continued our efforts in the formation and promotion of employee resource groups, which are voluntary, employee-led networks open to all employees formed to support employees with a shared common diverse characteristic. Current employee resource groups include groups supporting Black, Hispanic, LGBTQIA+, Asian American/Pacific Islander, women, and military veteran employees, employees with disabilities, and the community of employee families.

•

Healthy Lifestyles — We have established various health and wellness initiatives to encourage employees to adopt healthy living habits, including an incentive program that promotes exercise, healthy eating, and healthy lifestyles. Our health and wellness programs focus on physical, financial, and mental health, and we offer employees various resources to enhance their overall wellbeing, including an employee assistance program that offers mental and behavioral health resources. We also maintain programs that fund Oncor employee participation in eligible community non-profit fitness events.

•

Community Involvement — We promote various community initiatives and non-profit partnerships and encourage employee volunteerism and participation in community events, including grants supporting eligible non-profits for which employees provide volunteer hours. Employees also run company-wide fundraisers for the American Heart Association and United Way annually. In addition, in 2022, the company launched local Oncor Cares Community Councils. Employees throughout our service territory came together to form 18 Oncor Cares Community Councils, which identify local community organizations and causes to support and coordinate volunteer opportunities and fundraisers to benefit those nonprofits and causes. For instance, our Brownwood/Mineral Wells Oncor Cares Community Council raised funds to benefit the community of Jacksboro, which was devastated by a tornado in March 2022. In addition, we maintain a 501(c)(3) private foundation, the Oncor Cares Foundation, to help expand our charitable giving and support for the many communities where we work and live.

•

Employee Engagement — How engaged our workforce is and how committed our employees are to their work and the company are important to Oncor. We recognize that the more engaged employees are, the more productive they are and the more likely they are to remain with the company. As a result of our first annual company-wide employee engagement survey, which was conducted in late 2021, we initiated various efforts in 2022 to enhance employee

engagement at both the local and corporate levels, including manager and supervisor trainings on the survey results. We conducted our second annual company-wide employee engagement survey in late 2022, which indicated an increase in the number of engaged employees versus prior year results. We are using the 2022 survey results to continue to develop and implement our employee engagement strategy.

•

Talent Development — We maintain various leadership and workforce training and development programs to engage employees and promote continued professional growth. In addition, our board of directors annually reviews our talent management strategy, including talent development programs, and our executive officer talent pipeline. Our executive officers also conduct regular ongoing succession planning with respect to other members of management. In addition, we are actively focused on attracting and developing employees at all levels to replace employees likely to retire in the next few years.

LEGAL PROCEEDINGS

For a discussion of material regulatory proceedings, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulation and Rates—Matters with the PUCT.” We are also involved in other legal and administrative proceedings in the normal course of business the ultimate resolution of which, in the opinion of management, should not have a material effect on our financial position, results of operations or cash flows. For a discussion of these proceedings, see Notes 2 and 6 to Interim Financial Statements and Notes 2 and 7 to Annual Financial Statements.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations for the nine months ended September 30, 2023 and 2022 and the fiscal years ended December 31, 2022 and 2021 should be read in conjunction with the Interim Financial Statements and the Annual Financial Statements and related notes to those statements as well as “Risk Factors” in this prospectus.

Our Annual Report on Form 10-K for the year ended December 31, 2021 includes a discussion and analysis of our financial condition and results of operations for the year ended December 31, 2020 in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

All dollar amounts in the tables in the following discussion and analysis are stated in millions of U.S. dollars unless otherwise indicated.

BUSINESS

We are a regulated electricity transmission and distribution company that provides the essential service of delivering electricity safely, reliably and economically to end-use consumers through our electrical systems, as well as providing transmission grid connections to merchant generation facilities and interconnections to other transmission grids in Texas. Our transmission and distribution rates are regulated by the PUCT and certain cities, and in certain limited instances, by the FERC. We are not a seller of electricity, nor do we purchase electricity for resale. We are a direct, majority-owned subsidiary of Oncor Holdings, which is indirectly and wholly owned by Sempra. Oncor Holdings owns 80.25% of our membership interests and Texas Transmission owns 19.75% of our membership interests. We are managed as an integrated business; consequently, there is only one reportable segment.

Ring-Fencing Measures

Various ring-fencing measures have been taken to enhance our credit quality and the separateness between the Oncor Ring-Fenced Entities, Sempra and its affiliates (other than the Oncor Ring-Fenced Entities), and any other entities with a direct or indirect ownership interest in Oncor or Oncor Holdings. These ring-fencing measures serve to mitigate the Oncor Ring-Fenced Entities’ credit exposure to Sempra and its affiliates and any other direct or indirect owners of Oncor and Oncor Holdings, and to reduce the risk that the assets and liabilities of the Oncor Ring-Fenced Entities would be substantively consolidated with the assets and liabilities of any Sempra entity or any other direct or indirect owners of Oncor and Oncor Holdings in connection with a bankruptcy of any such entities. Such measures include, among other things: the 19.75% equity interest held by Texas Transmission; maintenance of separate books and records for the Oncor Ring-Fenced Entities; and our board of directors being comprised of a majority of Disinterested Directors. As a result, none of the assets of the Oncor Ring-Fenced Entities are available to satisfy the debt or obligations of any Sempra entity or any other direct or indirect owner of Oncor or Oncor Holdings. The assets and liabilities of the Oncor Ring-Fenced Entities are separate and distinct from those of any Sempra entities and any other direct or indirect owner of Oncor or Oncor Holdings. We do not bear any liability for debt or contractual obligations of Sempra and its affiliates or any other direct or indirect owner of Oncor or Oncor Holdings, and vice versa. Accordingly, our operations are conducted, and our cash flows are managed, independently from Sempra and its affiliates and any other direct or indirect owner of Oncor or Oncor Holdings. For more information on the ring-fencing measures, see “Our Business and Properties—Ring-Fencing Measures.”

Significant Activities and Events

Regulatory and Legislative Matters — See “—Regulation and Rates” below for a discussion of significant regulatory matters, including our recent comprehensive base rate review (PUCT Docket No. 53801), pursuant to which new base rates took effect on May 1, 2023, and state legislation enacted into law during 2023 that we believe could significantly impact our business.

Debt-Related Activities — See “Summary—Recent Developments,” “—Financial Condition—Liquidity and Capital Resources” below, Notes 4 and 5 to Interim Financial Statements, and Notes 5 and 6 to Annual Financial Statements for information regarding our debt-related activities.

KEY FACTORS RELATING TO FUTURE EARNINGS AND RESULTS OF OPERATIONS

Our past earnings and results of operations are not necessarily indicative of our future earnings and results of operations. The magnitude of our future earnings and results of our operations will depend on or be affected by numerous factors including certain key risks and challenges facing management discussed below. For additional information concerning risks related to our business, see “Risk Factors” in this prospectus.

Regulation, Rates and Cost Recovery

The rates we charge for our electricity delivery services are set pursuant to tariffs approved by the PUCT and certain cities and, in the case of transmission service related to limited interconnections to other markets, the FERC. Our rates are subject to regulatory rate-setting processes and earnings oversight. This regulatory treatment does not provide assurance as to achievement of earnings levels or recovery of actual costs. Our rates are based on an analysis of our costs and capital structure in a designated test year, as reviewed and approved in a regulatory proceeding. While rate regulation is premised on the full recovery of prudently incurred costs and a reasonable rate of return on invested capital, there can be no assurance that the PUCT will judge all of our costs, including costs included in a regulatory asset reported on the balance sheet to have been prudently incurred and therefore fully recoverable. The approved levels of recovery could be significantly less than our requested levels. There can also be no assurance that the PUCT will approve other items proposed by us in any rate proceeding. There is also no assurance that the historical test year regulatory process in which rates are determined will result in rates that will produce full recovery of our actual post-test year costs and/or the return on invested capital allowed by the PUCT.

We are required by PUCT rules to file a comprehensive base rate review within four years of the order setting rates in our most recent comprehensive rate proceeding, unless an extension is otherwise approved by the PUCT. However, the PUCT or any city retaining original jurisdiction over rates may direct us to file a base rate review, or we may voluntarily file a base rate review, any time prior to that filing deadline. Our last base rate review (PUCT Docket No. 53601) resulted in rates that went into effect in May 2023. See “—Regulation and Rates—Matters with the PUCT” for additional discussion on the base rate review.

In between base rate reviews, we are also eligible to file certain capital trackers that help shorten the regulatory lag associated with recovery of transmission and distribution investments through regulated rates. DCRF and TCOS interim rate adjustments, also known as capital trackers, allow us to recover, subject to reconciliation, the cost of certain investments before the investments are considered for prudency in a base rate review. In June 2023, Texas state legislation was enacted that increased the number of DCRF interim rate adjustment applications that may be filed by utilities in a year from one application to up to two applications per year. Also, under PUCT rules, we can file up to two TCOS interim rate adjustment applications in a calendar year to reflect changes in our invested transmission capital. These interim rate applications are subject to a regulatory proceeding and PUCT approval. Due to the timing of our most recent comprehensive base rate review filing, we only filed one TCOS application in 2022 and did not file a DCRF application in 2022.

The rate-setting and cost-recovery process is intended to provide revenues to recover the cost of providing electricity delivery service and a return on and recovery of our investment in rate base assets and liabilities. As a result, management closely monitors our regulatory rate base and the capital expenditure budget which historically has increased our rate base. Our capital expenditure projections through 2027 are largely tied to the expected population growth in our service territory and related increases in residential, commercial and industrial premises, as well as generation interconnections and measures to maintain reliability on the system. The amounts we earn, particularly with respect to retail delivery services, are heavily impacted by the amount of electricity we deliver. Management monitors various consumption drivers that could impact electricity deliveries or demand on our system. Such drivers include weather (discussed in more detail below), population and business growth, number of end use customers, and average customer usage and demand. In recent years Texas has seen increasing population and business growth, and we have experienced an increase in electricity consumption as a result. During 2022, the number of premises (electric points of delivery) increased by 1.7%. We expect the growth in the communities we serve to continue as Texas continues to grow.

Except in certain instances, we are required to file an earnings report annually with the PUCT that includes our calculated regulatory rate base at the end of the previous calendar year. Our calculated regulatory rate base as reported in these filings as of December 31, 2022, 2021 and 2020 was $20.7 billion, $18.9 billion and $17.2 billion, respectively. The incremental investments included in any regulatory rate base calculation since our last base rate review are subject to PUCT review in our next base rate review.

In addition to rate regulation and earnings oversight as discussed above, our business is subject to numerous other complex governmental regulations and legislation, which has materially impacted our business in the past and could materially impact our business in the future. In addition, public perception regarding us, our industry and our business priorities could influence regulations, administrative actions and legislation. See “Risk Factors—Our business is subject to ongoing complex governmental regulations and legislation that have impacted, and will continue in the future to impact, our business and results of operations.” and “Risk Factors—We are subject to mandatory service quality and reliability standards. Efforts to comply with those standards could subject us to higher operating costs and/or increased capital expenditures, and non-compliance with applicable standards or expectations could have a material adverse effect on our business.”

See “—Regulation and Rates” below for further information on legislative and regulatory matters.

Capital Availability and Cost

Our business is capital intensive and we expect to rely on access to financial markets as a significant source of funding. Our access to the capital and credit markets and cost of any such debt could be directly affected by our credit ratings and financial market conditions. Any adverse action with respect to our credit ratings could generally cause borrowing costs to increase and the potential pool of investors and funding sources to decrease. Our credit ratings are currently higher than those of Sempra. If credit rating agencies were to change their views of our independence from Sempra and its affiliates (other than the Oncor Ring-Fenced Entities), our credit ratings could change. We believe this risk is substantially mitigated by the ring-fencing measures as described in Note 1 to Annual Financial Statements. See “Risk Factors—Adverse actions with respect to our credit ratings could negatively affect our cost of debt and our ability to access capital” and “Risk Factors—In the future, we could have capital needs that could be difficult to satisfy under some circumstances, including existing limitations on our ability to incur indebtedness and uncertain financial market conditions.”

Technology Risks

Technology risks include the risk of interrupted and/or degraded business operations due to the loss of key technology platforms. Risks to our key technology platforms include nonperformance by equipment and service providers, failure of the technology to meet performance expectations and inadequate cost recovery allowances by regulatory authorities. We continue to implement measures to mitigate these risks, including business continuity and disaster recovery plans, but there can be no assurance that these measures will achieve the operational and financial objectives.

Cyber Security and Physical Infrastructure Protection

A breach of our cyber/data or physical security measures that impairs our technology infrastructure or transmission and distribution infrastructure could disrupt normal business operations, affect our ability to control our transmission and distribution system, expose us to material regulatory claims and limit communication with third parties. Any loss of control of our critical infrastructure, disruption of our technology platforms, or loss of confidential or proprietary data through a cyber security breach, including a breach involving one of our third-party vendors, could adversely affect our reputation, expose us to material legal and regulatory claims and fines, require compliance with notification and monitoring regulations, expose us to significant remediation costs, impair our ability to execute on business strategies and/or materially adversely impact our results of operations, financial condition, liquidity and/or cash flows. If third parties in our supply chain experience cyber attacks, the services they provide us could be disrupted. This disruption could interfere with our ability to perform our obligations to others, which could negatively affect our financial condition and reputation. In addition, the theft, damage, or improper disclosure of sensitive data held by these third parties may subject us to further harm. We participate in industry groups and with regulators to remain current on emerging threats and mitigating techniques related to cyber and physical security. While we are not aware of any breaches resulting in a material impact to Oncor, we have experienced, and expect to continue to experience, threats and attempted intrusions into our technology systems and platforms.

Weather

Weather is a significant driver of distribution base revenues, as increased cooling and heating needs generally result in higher electricity consumption. As a result, management closely monitors weather and its potential impact on our financial performance. However, the exact amount of revenue variation due to weather is difficult to measure due to the number of factors that contribute to revenues. As our transmission and distribution system grows and weather variations potentially become more extreme, we cannot predict how much the variation to our distribution base revenue due to weather in any one year could be in the future. See “—Results of Operations” below for information on volumes of electricity delivered, heating and cooling degree days and a discussion of distribution base revenues and revenues contributing to earnings and “Risk Factors—Our revenues and results of operations are seasonal and significantly impacted by weather events and other electricity usage drivers.”

Significant Storms and Other Emergency Events

Significant storms and other emergency events that cause extensive damage on our system or affect electric capacity in the ERCOT market could result in unexpected challenges, including negative public perception, disruptions in our ability to provide electricity delivery services, regulatory and legislative actions, and increased maintenance or capital expenditures. See “Risk Factors—Severe weather, natural disasters, and other emergency events could adversely impact us” and “Risk Factors—Effects of climate change, including natural disasters, severe weather and other related phenomena, and the regulatory and legislative developments related to climate change, may have a material adverse effect on our business, financial condition, results of operations and cash flows” for discussion of the impact of significant storms on our business. Storm recovery costs are generally recorded as a regulatory asset and our ability to recover any amounts included in those regulatory assets in rates as well as the time period for such recovery is subject to PUCT review and approval.

Similarly, emergency events that broadly affect our service territory also could pose challenges and have an impact on our business. The COVID-19 pandemic, for instance, has had a significant global impact, and while we have not been materially adversely impacted to date, we cannot predict whether, or to what extent a health epidemic or pandemic will affect us in the future. See “Risk Factors—Our business could be adversely affected by health epidemics and pandemics, including the current COVID-19 pandemic and its variants.”

CRITICAL ACCOUNTING ESTIMATES

Our significant accounting policies are discussed in Note 1 to Interim Financial Statements and Note 1 to Annual Financial Statements. We prepare our financial statements in accordance with GAAP governing rate-regulated operations. Application of these accounting policies in the preparation of our consolidated financial statements requires management to make estimates and assumptions about future events that affect the reporting of assets and liabilities at the balance sheet dates and revenues and expenses during the periods covered. The following is a summary of certain critical accounting estimates that are impacted by judgments and uncertainties and under which different amounts might be reported using different assumptions or estimation methodologies.

Accounting for the Effects of Income Taxes

Our tax sharing agreement with Oncor Holdings, STH (as successor to EFH Corp.) and Texas Transmission provides for the calculation of amounts related to income taxes for each of Oncor Holdings and Oncor substantially as if these entities were taxed as corporations and requires payments to the members determined on that basis (without duplication for any income taxes paid by a subsidiary of Oncor Holdings).

We are a partnership for U.S. federal income tax purposes. Accordingly, while partnerships are not subject to income taxes, in consideration of the presentation of our financial statements as an entity subject to cost-based regulatory rate-setting processes with such costs historically including income taxes and the tax sharing agreement, the financial statements present amounts determined under the tax sharing agreement as “provision in lieu of income taxes” and “liability in lieu of deferred income taxes.” Such amounts are determined in accordance with the provisions of the accounting guidance for income taxes and accounting standards that provide interpretive guidance for accounting for uncertain tax positions and thus differences between the book and tax bases of assets and liabilities are accounted for as if we were a stand-alone corporation. In the event such amounts are not paid under the tax sharing agreement, it is probable that this regulatory liability will continue to be included in Oncor’s rate setting processes.

Our expense amounts related to income taxes and related balance sheet amounts are recorded pursuant to our tax sharing agreement, as discussed above. Recording of such amounts involves significant management estimates and judgments, including judgments and estimates of the timing and probability of recognition of income and deductions by taxing authorities. In assessing the likelihood of realization of assets related to income taxes, management considers estimates of the amount and character of future taxable income. Actual amounts related to income taxes could vary from estimated amounts due to the future impacts of various items, including changes in income tax laws, our forecasted financial condition and results of operations in future periods, as well as final review of filed tax returns by taxing authorities. Our income tax returns, as well as the STH Texas margin tax returns in which we are consolidated filers, are regularly subject to examination by applicable tax authorities. In management’s opinion, any liability recorded pursuant to income tax accounting guidance related to uncertain tax positions reflects future amounts that may be owed as a result of any examination. There were no significant changes in estimates or assumptions in the accounting for the effects of income taxes during 2022.

Amounts payable to and receivable from our members related to income taxes on our balance sheet reflect our tax provision net of quarterly estimated tax payments required by the tax sharing agreement that are trued up the following year when the annual tax return is filed.

See Notes 1 and 4 to Annual Financial Statements for additional information.

Regulatory Assets and Liabilities

We are subject to rate regulation and our financial statements reflect regulatory assets and liabilities in accordance with GAAP related to the effect of certain types of regulation. Regulatory assets and liabilities represent probable future revenues that will be recovered from or refunded to customers through the ratemaking process based on PURA and/or the PUCT’s orders, precedents or substantive rules. Rate regulation is premised on the full recovery of prudently incurred costs and a reasonable rate of return on invested capital subject to PUCT review for reasonableness. Regulatory decisions can have an impact on the rate earned on invested capital and the timing and amount of the recovery of assets and other costs through rates. See Note 2 to Interim Financial Statements and Note 2 to Annual Financial Statements for more information regarding regulatory assets and liabilities and “—Regulation and Rates—Matters with the PUCT” below for more information on our base rate review.

Impairment of Long-Lived Assets and Goodwill

We evaluate long-lived assets (including intangible assets with finite lives) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The evaluation of our goodwill and other long-lived assets for which uncertainty exists regarding the recoverability of the carrying value of such assets involves the assessment of future cash flows and external market conditions and other subjective factors that could impact the estimation of future cash flows including, but not limited to, the amount and timing of future cash flows, future growth rates and the discount rate. Unforeseen events and changes in circumstances or market conditions could adversely affect these estimates, which could result in an impairment charge in the event regulatory recovery is not allowed.

We also evaluate goodwill for impairment annually on October 1 and whenever events or changes in circumstances indicate that an impairment may exist. The determination of the existence of these and other indications of impairment involves judgments that are subjective in nature and may require the use of estimates in forecasting future results and cash flows.

For our annual goodwill impairment testing, we generally have the option to directly perform a quantitative assessment or first make a qualitative assessment of whether it is more likely than not that our enterprise fair value is less than our enterprise carrying value before applying the quantitative assessment. If we elect to perform the qualitative assessment, we evaluate relevant events and circumstances, including but not limited to, macroeconomic conditions, industry and market considerations, cost factors and our overall financial performance. If, after assessing these qualitative factors, we determine that it is more-likely-than-not that our estimated enterprise fair value is less than our enterprise carrying book value, we perform a quantitative assessment. If, after performing the quantitative assessment, we determine that goodwill is impaired, we record the amount of goodwill impairment as the excess of enterprise carrying book value over estimated enterprise fair value, not to exceed the carrying amount of goodwill.

For our annual goodwill impairment testing in 2022, we elected to perform a quantitative assessment of goodwill as of October 1, 2022. We estimated our enterprise fair value by weighting results from a market-based approach and an income-based approach. Key assumptions in the valuation methodologies for goodwill included terminal value, discount rates, and comparable multiples from publicly traded companies in our industry. Based on our analysis, we determined that our estimated enterprise fair value was in excess of our enterprise carrying book value, indicating none of our goodwill was impaired and no impairment was recognized in 2022. For our annual goodwill impairment testing in 2021, we elected to perform a qualitative assessment of goodwill as of October 1, 2021 and concluded that an estimated enterprise fair value was more likely than not greater than our enterprise carrying book value. As a result, no additional testing for impairment was required and no impairment was recognized in 2021.

Goodwill totaling $4.740 billion was reported on our balance sheet at each of September 30, 2023 and December 31, 2022 and 2021.

Defined Benefit Pension Plans and OPEB Plans

We offer certain pension, health care and life insurance benefits to eligible employees (and certain eligible former employees of EFH Corp. and Vistra whose service was partially assigned to Oncor in connection with the deregulation and disaggregation of EFH Corp.’s electric utility business in 2002) and their eligible dependents upon the retirement of such employees as we discuss in Note 9 to Annual Financial Statements. We are authorized to establish a regulatory asset or liability for the difference between the amounts of pension and OPEB costs reflected in our PUCT-approved billing rates and the actual amounts that would otherwise have been recorded as charges or credits to earnings related to recoverable service. Accordingly, we recognize (principally as a regulatory asset or property) additional pension and OPEB costs consistent with PURA. Net regulatory assets related to our pension and OPEB costs decreased $235 million during 2022. Amounts deferred are ultimately subject to regulatory approval.

Benefit costs are impacted by actual and actuarial estimates of employee demographics (including but not limited to age, compensation levels and years of accredited service), future health care costs, the level of contributions made to retiree plans, expected and actual earnings on plan assets and the discount rates used in determining the projected benefit obligation. Actuarial assumptions are reviewed and updated annually based on current economic conditions and trends. Changes made to the provisions of the plans may also impact current and future benefit costs. Fluctuations in actual equity market returns as well as changes in general interest rates may result in increased or decreased benefit costs in future periods.

In accordance with accounting rules, changes in benefit obligations associated with factors discussed above may be immediately recognized as a regulatory asset if related to recoverable service or in other comprehensive income and reclassified as a current cost in future years. As such, significant portions of benefit costs recorded in any period may not reflect the actual level of cash benefits provided to plan participants.

See Note 8 to Interim Financial Statements and Note 9 to Annual Financial Statements regarding other disclosures related to obligations of our pension plans and OPEB plans.

RESULTS OF OPERATIONS

Operating Data


	Twelve Months Ended September 30,				Year Ended December 31,
	2023		2022		2022		2021		2020
Reliability statistics (a):
System Average Interruption Duration Index (SAIDI) (non-storm)		71.6		78.6		75.0		78.5		79.4
System Average Interruption Frequency Index (SAIFI) (non-storm)		1.1		1.3		1.2		1.3		1.3
Customer Average Interruption Duration Index (CAIDI) (non-storm)		65.7		62.9		63.5		1.8		63.5
Electricity points of delivery (end of period and in thousands):
Electricity distribution points of delivery (based on number of active meters)		3,953		3,881		3,896		3,832		3,762

	Nine Months Ended September 30,				Year Ended December 31,
	2023		2022		2022		2021		2020
Residential system weighted weather data (b):
Cooling degree days		2,155		2,112		2,204		1,636		1,660
Heating degree days		386		611		971		723		676

(a)

SAIDI is the average number of minutes electric service is interrupted per consumer in 12 months. SAIFI is the average number of electric service interruptions per consumer in 12 months. CAIDI is the average duration in minutes per electric service interruption in 12 months. Our non-storm reliability performance reflects electric service interruptions of one minute or more per customer. Each of these results excludes outages during significant storm events.

(b)

Degree days are measures of how warm or cold it is throughout our service territory. A degree day compares the average of the hourly outdoor temperatures during each day to a 65° Fahrenheit standard temperature. The more extreme the outside temperature, the higher the number of degree days. A high number of degree days generally results in higher levels of energy use for space cooling or heating.


	Nine Months Ended September 30,				Year Ended December 31,
	2023		2022		2022		2021		2020
Operating statistics:
Electric energy volumes (gigawatt-hours):
Residential		37,966		39,594		49,648		44,059		44,628
Commercial, industrial, small business and other		82,605		75,986		99,612		90,998		86,529

Total electric energy volumes		120,571		115,580		149,260		135,057		131,157

Operating revenues:
Revenues contributing to earnings:
Distribution base revenues (a)	$	2,006	$	1,888	$	2,447	$	2,217	$	2,156

Transmission base revenues (TCOS revenues)
Billed to third-party wholesale customers		721		707		944		879		803
Billed to REPs serving Oncor distribution customers, through TCRF		405		394		528		479		446

Total transmission base revenues		1,126		1,101		1,472		1,358		1,249

Other miscellaneous revenues		83		89		112		104		87

Total revenues contributing to earnings		3,215		3,078		4,031		3,679		3,492

Revenues collected for pass-through expenses:
TCRF - third-party wholesale transmission service		965		862		1,162		1,039		975
EECRF and other revenues		47		40		50		46		44

Total revenues collected for pass-through expenses		1,012		902		1,212		1,085		1,019

Total operating revenues	$	4,227	$	3,980	$	5,243	$	4,764	$	4,511

(a)

Financial Results — Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

Total operating revenues increased $247 million, or 6%, to $4.227 billion during the nine months ended September 30, 2023.

Revenues contributing to earnings increased $137 million to $3.215 billion during the nine months ended September 30, 2023. The net increase reflected the following components:

•

An Increase in Distribution Base Revenues — Distribution base revenues increased $118 million to $2.006 billion during the nine months ended September 30, 2023. The increase in distribution base rate revenues primarily reflects:

•

$76 million increase due to a higher distribution component in the new base rates implemented May 1, 2023,

•

$28 million increase due to growth in points of delivery, and

•

$15 million increase due to updated interim DCRF rates implemented September 1, 2023 to reflect increases in invested capital.

Distribution base rates are set periodically in a base rate review docket initiated by either us or the PUCT, and effective May 1, 2023, new base rates implementing the final order in PUCT Docket No. 53601 went into effect. PUCT rules allow utilities to file, under certain circumstances, up to two interim DCRF rate adjustment applications per year between comprehensive base rate reviews to recover distribution investments and certain other related costs.

See the interim DCRF Filings Table below for a listing of recent interim DCRF rate adjustment applications anticipated to impact revenues for 2023.

Interim DCRF Filings Table


PUCT Docket No.	Filed	Effective Date	Annual Revenue Impact
55525 (a)	September 2023	December 2023 (a)	$	53	(a)
55190	June 2023	September 2023 (b)	$	153

(a)	On November 15, 2023, we filed a settlement reflecting an annual revenue impact of $53 million. The PUCT approved the settlement on December 14, 2023, and the resulting rates will be effective on December 28, 2023.

(b)

The PUCT approved rates reflecting a $153 million revenue impact on November 2, 2023. However, in accordance with PUCT rules and pursuant to an order issued by the administrative law judge in the proceeding, we implemented interim rates reflecting our requested annual revenue impact on September 1, 2023.

•

An Increase in Transmission Base Revenues — TCOS revenues increased $25 million to $1.126 billion during the nine months ended September 30, 2023. The increase reflected the following components:

•

$66 million higher revenues primarily from the update of the transmission annual billing factors, partially offset by

•

$41 million lower revenues primarily due to the effects of a lower transmission component included in base rates (which transmission component was updated effective May 1, 2023, with the implementation of new base rates, and September 11, 2023, with the implementation of an interim TCOS revenue increase).

TCOS revenues are collected from load serving entities benefitting from our transmission system. REPs serving customers in our service territory are billed through the TCRF mechanism discussed below, while other load serving entities are billed directly. PUCT rules allow utilities to file up to two interim TCOS rate adjustments in a calendar year to reflect changes in their invested transmission capital.

See the Interim TCOS Filings Table below for a listing of recent interim TCOS filings impacting revenues in 2023 and 2022. We did not file an interim TCOS rate adjustment while our most recent comprehensive base rate review was pending. However, the base rates that went into effect on May 1, 2023 pursuant to the final order in PUCT Docket No. 53601 also updated the transmission component of our base rates, resulting in a lower transmission component of base rates than prior to implementation of the new base rates. The transmission component of those base rates was effective until the interim TCOS rate adjustment in PUCT Docket No. 55282 went into effect on

September 11, 2023, which increased the transmission component of base rates (although such increase still resulted in a lower transmission component of base rates than was in effect immediately prior to the May 1, 2023 implementation of new base rates).

Interim TCOS Filings Table


PUCT Docket No.	Filed	Effective	Annual Revenue Impact		Third-Party Wholesale Transmission Revenue Impact		Included in TCRF Revenue Impact
55282	July 2023	September 2023	$	42	$	27	$	15
53145	January 2022	March 2022	$	27	$	17	$	10
52352	July 2021	September 2021	$	48	$	31	$	17

•

A Decrease in Other Miscellaneous Revenues — Other miscellaneous revenues decreased $6 million to $83 million during the nine months ended September 30, 2023. The decrease was primarily due to a $7 million decrease in the annual energy efficiency program performance bonus approved in 2023 compared to 2022, offset by higher revenues from discretionary services, including increased facilities studies related to connecting customer facilities to the electric grid, provided in connection with our electricity delivery services pursuant to our tariffs.

Revenues collected for pass-through expenses increased $110 million to $1.012 billion during the nine months ended September 30, 2023. While changes in these pass-through tariffs affect revenues and the timing of cash flows, they do not impact operating income and do not contribute to earnings. The net increase reflected the following components:

•

An Increase in TCRF Third-Party — TCRF Third-Party revenues increased $103 million to $965 million during the nine months ended September 30, 2023 due to an increase in TCRF Third-Party provider billings.

TCRF is a reconcilable distribution rate charged to REPs to recover fees we pay to TCRF Third-Party providers under their TCOS rates and the retail portion of our own TCOS rate described above. Changes in our TCRF Third-Party revenue are to pass through changes in TCRF Third-Party expense. PUCT rules require us to update the TCRF component of our retail delivery rates on March 1 and September 1 each year, as well as upon implementation of new base rates resulting from a comprehensive base rate review.

See the TCRF Filings Table below for a listing of recent TCRF filings impacting revenues in 2023 and 2022.

TCRF Filings Table


PUCT Docket No.	Filed	Effective	Billing Impact for Period Effective Increase (Decrease)
55075	May 2023	September 2023 - February 2024	$	232
54388	November 2022 / April 2023	March 2023 - August 2023 (a)	$	(156	)
53675	May 2022	September 2022 - February 2023	$	154
52898	November 2021	March 2022 - August 2022	$	(61	)
52175	May 2021	September 2021 - February 2022	$	149

(a)

The TCRF effective March 1, 2023 in Docket No. 54388 was updated as a result of Oncor’s comprehensive base rate review (PUCT Docket No. 53601 and Compliance Docket No. 54817) on May 1, 2023. The base rate case update included a reduction of the revenue requirement by $20 million to be collected over the six-month period beginning March 2023.

•

An Increase in EECRF and Other Revenues — EECRF and other revenues increased $7 million to $47 million during the nine months ended September 30, 2023. The increase was primarily due to higher EECRF revenues to cover higher energy efficiency program expenses and higher other revenues to cover increased rate case expenditure amortization. These revenues were generally offset in operation and maintenance expense.

EECRF is a reconcilable rate designed to recover current energy efficiency program costs and annual performance bonuses earned by exceeding PUCT targets in prior years and to refund or recover any over/under recovery of our costs in prior years. We recognize the annual performance bonuses in other miscellaneous revenues upon approval by the PUCT. PUCT rules require us to file an annual EECRF tariff update by the first business day in June of each year for implementation on March 1 of the next calendar year.

See the EECRF Filings Table below for a listing of recent EECRF filings.

EECRF Filings Table


PUCT Docket No.	Filed	Effective	Program Costs		Performance Bonus		(Over)-/ Under- Recovery and Other
55074	May 2023	March 2024	$	49	$	21	$	2
53671	May 2022	March 2023	$	52	$	28	$	3
52178	May 2021	March 2022	$	49	$	31	$	3

Wholesale transmission service expense increased $103 million to $965 million during the nine months ended September 30, 2023. The increase is due to higher fees paid to third-party transmission entities. Wholesale transmission service expense is a reconcilable expense that is offset with TCRF Third-Party revenues as discussed above.

Operation and maintenance expense increased $62 million to $830 million during the nine months ended September 30, 2023. The increase is primarily due to $35 million in higher regulatory assets amortization and a $19 million increased accrual recovery amount for our self-insurance reserve as a result of the new base rates that went into effect on May 1, 2023 (which new rates implemented a five-year regulatory asset amortization period for certain regulatory assets and an increased annual accrual recovery amount for our self-insurance reserve pursuant to the PUCT’s final order in our comprehensive base rate review), $11 million in higher labor and contractor related costs and $3 million in higher energy efficiency program expenses, partially offset by $4 million in lower vegetation management costs and $2 million in lower transportation costs. We expect to continue to experience higher operation and maintenance expenses, including amounts related to labor and contractor costs.

Depreciation and amortization increased $57 million to $729 million during the nine months ended September 30, 2023. The increase is primarily attributable to ongoing investments in property, plant and equipment.

Provision in lieu of income taxes netted to $137 million (including a $9 million benefit related to non-operating income) during the nine months ended September 30, 2023 compared to $155 million (including a $7 million benefit related to non-operating income) during the nine months ended September 30, 2022. The decrease is primarily due to the tax benefits associated with the write-off of rate base disallowances in the first quarter of 2023.

The effective income tax rate was 16.7% and 17.3% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate on pretax income differs from the U.S. federal statutory rate of 21% primarily due to the amortization of the regulatory liability for excess deferred taxes as a result of the U.S. Tax Cuts and Jobs Act of 2017 and the research and development credits as a result of filing the 2019 through 2021 amended federal income tax returns, partially offset by the effects of the Texas margin tax.

Taxes other than income taxes decreased $4 million to $428 million during the nine months ended September 30, 2023. The decrease is primarily due to lower property taxes attributable to a property tax liability write-off recorded in the third quarter of 2023, offset by increases in local franchise taxes payable by us to municipalities.

Other (income) and deductions – net was $29 million favorable for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. See Note 10 to Interim Financial Statements for more information.

Interest expense and related charges increased $65 million to $396 million during the nine months ended September 30, 2023. The increase is primarily due to higher average borrowings attributable to ongoing investments in property, plant and equipment and higher average interest rates on the borrowings.

Write-off of rate base disallowances was recorded in the amount of $69 million in the first quarter of 2023, as a result of the final order issued by the PUCT in April 2023 in our comprehensive base rate review, which excluded from rate base certain employee benefit and compensation related costs incurred through the end of December 31, 2021. The write-off includes a $55 million ($43 million after-tax) write-off of disallowed capitalized property, plant and equipment reflected in operating expenses and a $14 million ($11 million after-tax) write-off of non-operating disallowances related to these disallowed employee benefit and compensation related costs. See Note 2 to Interim Financial Statements for more information.

Net income decreased $58 million to $683 million during the nine months ended September 30, 2023. The decrease was driven by:

•

the write-off of rate base disallowances recorded in the first quarter of 2023 resulting from the PUCT’s final order in our comprehensive base rate review,

•

higher costs associated with increases in invested capital (primarily borrowing costs and depreciation), and

•

higher operation and maintenance expense,

partially offset by

•

higher revenues from:

•

higher distribution component in the new base rates implemented May 1, 2023,

•

updates to transmission annual billing factors,

•

customer growth,

•

updated interim DCRF rates implemented September 1, 2023 to reflect increases in invested capital,

partially offset by

•

lower revenues from the transmission component included in base rates, and

•

favorable changes in other (income) and deductions – net.

OTHER COMPREHENSIVE INCOME (LOSS)

During the first quarter of 2023, we reclassified $20 million related to employee retirement liabilities previously recorded in regulatory assets to other comprehensive income, as a result of the final order in our comprehensive base rate review disallowing rate recovery of those costs.

We also expect that net after-tax losses of approximately $3 million that are currently reported in accumulated other comprehensive loss at September 30, 2023 related to cash flow interest rate hedges will be reclassified into net income as an increase to interest expense within the next 12 months as the hedged items affect earnings.

Financial Results — Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

Total operating revenues increased $479 million, or 10%, to $5.243 billion in 2022.

Revenues contributing to earnings increased $352 million to $4.031 billion in 2022. The change reflected the following components:

•

An Increase in Distribution Base Revenues —Distribution base rate revenues increased $230 million to $2.447 billion in 2022. The increase in distribution base rate revenues primarily reflects:

•

$145 million increase due to higher consumption attributable primarily to significantly warmer summer weather and colder winter weather,

•

$57 million increase due to the effects of the DCRF rate increases to reflect increases in invested capital, and

•

$28 million increase due to growth in points of delivery.

See the DCRF Filings Table below for a listing of recent DCRF filings impacting revenues for 2022 and 2021. PUCT rules in effect at the time of our most recent comprehensive base rate review provided that DCRF filings may only be made between April 1 and April 8 of a given year. We did not file a DCRF in 2022 as PUCT rules in effect at the time of our most recent comprehensive base rate review provided that any DCRF filings initiated within 145 days of a comprehensive base rate review proceeding will be dismissed, and our base rate review proceeding was required to be filed within that time period.

DCRF Filings Table


PUCT Docket No.	Filed	Effective	Annual Revenue Impact
51996	April 2021	September 2021	$	88
50734	April 2020	September 2020	$	70

•

An Increase in Transmission Base Revenues —TCOS revenues increased $114 million to $1.472 billion in 2022. The increase in TCOS revenues was primarily due to the effects of the TCOS updates to reflect increases in invested capital.

See the TCOS Filings Table below for a listing of recent TCOS filings impacting revenues for 2022 and 2021. While we have historically made TCOS interim rate adjustment filings twice a year, we elected to only make one such TCOS filing in 2022 while our most recent comprehensive base rate review was pending.

TCOS Filings Table


PUCT Docket No.	Filed	Effective	Annual Revenue Impact		Third-Party Wholesale Transmission		Included in TCRF
53145	January 2022	March 2022	$	27	$	17	$	10
52352	July 2021	September 2021	$	48	$	31	$	17
51767	January 2021	March 2021	$	83	$	54	$	29
51115	July 2020	September 2020	$	43	$	28	$	15

•

An Increase in Other Miscellaneous Revenues — Other miscellaneous revenues increased $8 million in 2022. The increase was primarily due to an $11 million increase in revenues from discretionary services, including facilities studies, offset by a $3 million lower annual energy efficiency program performance bonus in 2022.

Revenues collected for pass-through expenses increased $127 million to $1.212 billion in 2022. The net increase reflected the following components:

•

An Increase in TCRF – third-party wholesale transmission service (TCRF Third-Party) — TCRF revenues increased $123 million to $1.162 billion in 2022 due to an increase in TCRF Third-Party provider billings.

See the TCRF Filings Table below for a listing of recent TCRF filings impacting revenues for 2022 and 2021, as well as filings anticipated to impact revenues for the year ending December 31, 2023.

TCRF Filings Table


PUCT Docket No.	Filed	Effective	Billing Impact for Period Effective Increase (Decrease)
54388	November 2022	March 2023 - August 2023	$	(135	)
53675	May 2022	September 2022 - February 2023	$	154
52898	November 2021	March 2022 - August 2022	$	(61	)
52175	May 2021	September 2021 - February 2022	$	149
51560	November 2020	March 2021 - August 2021	$	(87	)
50883	May 2020	September 2020 - February 2021	$	81

•

An Increase in EECRF Revenues — EECRF revenues increased $4 million in 2022 and were generally offset in operation and maintenance expense.

See the EECRF Filings Table below for a listing of recent EECRF filings impacting revenues for 2022 and 2021, as well as filings that will impact revenues for the year ending December 31, 2023.

EECRF Filings Table


PUCT Docket No.	Filed	Effective	Monthly Charge per Residential Customer (a)		Program Costs		Performance Bonus		Under-/ (Over)- Recovery and Other
53671	May 2022	March 2023	$	1.23	$	52	$	28	$	3
52178	May 2021	March 2022	$	1.27	$	49	$	31	$	3
50886	May 2020	March 2021	$	1.03	$	53	$	14	$	(2	)
49594	May 2019	March 2020	$	0.89	$	50	$	9	$	(3	)

(a)	Monthly charges are for a residential customer using an assumed 1,200 kWh.

Wholesale transmission service expense increased $123 million to $1.162 billion in 2022. The increase was due to higher fees paid to third-party transmission entities.

Operation and maintenance expense increased $72 million to $1.055 billion in 2022. The increase is primarily due to a $48 million increase in labor and contractor related costs, a $9 million increase in vegetation management costs, a $6 million increase in material and transportation costs and a $4 million increase in energy efficiency program expenses.

Depreciation and amortization increased $84 million to $904 million in 2022. The increase is primarily attributable to ongoing investments in property, plant and equipment.

Provision in lieu of income taxes increased $38 million to $191 million (including a $10 million benefit related to nonoperating income) in 2022 compared to $153 million (including a $12 million benefit related to nonoperating income) in 2021.

The effective income tax rate was 17.4% and 16.6% for the 2022 and 2021 periods, respectively. The effective tax rate on pretax income differs from the U.S. federal statutory rate of 21% primarily due to the amortization of the regulatory liability for excess deferred taxes as a result of the Federal Tax Cuts and Jobs Act of 2017, partially offset by the effects of the Texas margin tax.

Taxes other than amounts related to income taxes increased $6 million to $561 million in 2022. The increase is primarily due to increases in local franchise taxes payable by us to municipalities due to higher customer consumption and higher payroll taxes, partially offset by decreases in property taxes primarily attributable to lower property tax rates across the various taxing jurisdictions.

Other deductions and (income)—net was $11 million favorable in 2022 compared to 2021. See Note 11 to Annual Financial Statements for more information.

Interest expense and related charges increased $32 million to $445 million in 2022. The increase is primarily due to higher average borrowings attributable to ongoing investments in property, plant and equipment, partially offset by lower average interest rates on the borrowings and higher average capitalized interest.

Net income increased $135 million to $905 million in 2022. The increase was driven by higher revenues from updates to base transmission and distribution rates to reflect increases in invested capital, increased customer consumption attributable primarily to significantly warmer summer weather and colder winter weather, and customer growth, partially offset by increases in costs associated with additional investments (primarily depreciation and borrowing costs) and higher operation and maintenance expense.

OTHER COMPREHENSIVE INCOME

In February and March 2020, we entered into interest rate hedge transactions hedging the variability of benchmark bond rates used to determine the interest rates on anticipated issuances of ten-year and thirty-year senior secured notes. The hedges were terminated in March 2020 upon the issuance of certain senior secured notes. As a result of the termination, a $29 million ($23 million after-tax) loss was reported in other comprehensive income. We expect approximately $3 million of the amount reported in accumulated other comprehensive loss at December 31, 2022 related to interest rate hedges to be reclassified into net income as an increase to interest expense within the next 12 months.

FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows — Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

Cash provided by operating activities totaled $1.185 billion and $1.411 billion during the nine months ended September 30, 2023 and 2022, respectively. The $226 million net decrease is primarily the result of an $85 million increase in inventory purchases, a $72 million increase in storm-related costs, a $55 million decrease in customer deposits, a $43 million decrease in accounts payable due to timing of payments to vendors, a $34 million increase in interest payments and a $12 million increase in tax payments, partially offset by a $76 million increase in transmission and distribution receipts.

Depreciation and amortization expense reported in operating activities in the condensed statements of consolidated cash flows was $97 million and $62 million more than the amounts reported in the condensed statements of consolidated income in the nine months ended September 30, 2023 and 2022, respectively. The differences are due to certain regulatory asset amortization being reported as operation and maintenance expense in the condensed statements of consolidated income in accordance with GAAP.

Cash provided by financing activities totaled $1.581 billion and $974 million during the nine months ended September 30, 2023 and 2022, respectively. The $607 million net increase is the result of a $675 million increase in debt financing activity and an $18 million increase in capital contributions from members, partially offset by an $86 million increase in cash distributions to members. For more information, see Notes 4 and 5 to Interim Financial Statements regarding short-term borrowings and long-term debt activities, respectively, and Note 7 to Interim Financial Statements regarding capital contributions from and cash distributions to our members.

Cash used in investing activities totaled $2.774 billion and $2.117 billion during the nine months ended September 30, 2023 and 2022, respectively. The $657 million net increase is primarily the result of an increase in capital expenditures.

Long-Term Debt Activity in the Nine Months Ended September 30, 2023

At September 30, 2023, our long-term debt totaled an aggregate principal amount of $13.145 billion, consisting of fixed rate senior secured notes and variable rate secured debt borrowed under our AR Facility. See Note 5 to Interim Financial Statements for more information on our long-term debt. For more information on our regulatory capital structure and limitations on our ability to incur additional long-term debt, see “—Capitalization and Return on Equity” and “—Material Debt Credit Rating, Financial, and Cross-Default Covenants” below.

Long-term debt activity in the nine months ended September 30, 2023 consisted of senior secured notes issuances, AR Facility borrowings and repayments, and term loan credit agreement borrowings and repayments, each as discussed in more detail below.

Senior Secured Notes Issuances — The following table summarizes our issuances of senior secured notes during the nine months ended September 30, 2023:


Senior Secured Notes Issued	Issuance Dates(c)		Principal Amounts Issued
5.50% Senior Notes, Series C, due May 1, 2026 (a)		March 29, 2023	$	200
5.34% Senior Notes, Series D, due May 1, 2031 (a)		March 29, 2023		72
5.45% Senior Notes, Series E, due May 1, 2036 (a)		March 29, 2023		80
5.34% Senior Notes, Series D, due May 1, 2031 (a)		April 26, 2023		28
5.45% Senior Notes, Series E, due May 1, 2036 (a)		April 26, 2023		20
4.30% Senior Notes due May 15, 2028 (b)		May 11, 2023		600
4.95% Senior Notes due September 15, 2052 (b)		May 11, 2023		400

Total senior secured notes issued during the nine months ended September 30, 2023			$	1,400

(a)	Issued under a note purchase agreement entered into on March 29, 2023 with the purchasers named therein (March 2023 NPA).

(b)	Issued under an existing indenture.

(c)	On November 13, 2023, we completed the sale of $800 million aggregate principal amount of the outstanding 2033 notes.

Our fixed rate senior secured notes are secured equally and ratably by a first priority lien on all property acquired or constructed by Oncor 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. At September 30, 2023, the amount of available bond credits was $2.587 billion and the amount of future debt we could secure with property additions, subject to those property additions being certified to the Deed of Trust collateral agent, was $5.085 billion. See Note 5 to Interim Financial Statements for a listing of all of our fixed rate senior notes secured by the Deed of Trust.

AR Facility — On April 28, 2023, Oncor and Receivables LLC established the AR Facility, a three-year $500 million revolving accounts receivable securitization facility secured by accounts receivable from REPs and related rights. 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 and (ii) the amount calculated based on the outstanding balance of eligible REP receivables held as collateral at a particular time, subject to certain reserves, concentration limits, and other limitations.

At September 30, 2023, the borrowing base for the AR Facility was $500 million and $500 million in aggregate borrowings were outstanding under the AR Facility. On November 13, 2023, we repaid the full amount of $500 million outstanding under the AR Facility.

The following table summarizes the borrowings and repayments activity of our AR facility from its April 28, 2023 inception date through September 30, 2023:


	Amounts
Borrowings (a)	$	600
Repayments(b)		(100	)

Balance at September 30, 2023	$	500

(a)

Borrowings under the AR Facility as of September 30, 2023 bore 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. Additional borrowings under the AR Facility could bear interest, 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 an adjustment of 0.10% (the SOFR Adjustment). Receivables LLC also pays a used and unused fee in connection with the AR Facility.

(b)	On November 13, 2023, we repaid the full amount of $500 million outstanding under the AR Facility.

Term Loan Credit Agreement Activity — The following tables summarize the borrowings under, and repayments of, unsecured term loan credit agreements during the nine months ended September 30, 2023:


Term Loan Credit Agreement Borrowings	Borrowing Dates		Principal Amounts Borrowed
Term Loan Credit Agreement due February 28, 2024 (a)		January 27, 2023	$	500
		February 27, 2023		125

				625

Term Loan Credit Agreement due April 30, 2024 (b)		March 23, 2023		150

Total term loan credit agreement borrowings during the nine months ended September 30, 2023			$	775


Term Loan Credit Agreement Repayments	Repayment Dates		Principal Amounts Repaid
Term Loan Credit Agreement due August 30, 2023 (c)		January 9, 2023	$	100
Term Loan Credit Agreement due February 28, 2024 (a)		May 11, 2023		625
Term Loan Credit Agreement due April 30, 2024 (b)		May 11, 2023		150

Total term loan credit agreement borrowings repaid during the nine months ended September 30, 2023			$	875

(a)	Borrowings under this unsecured term loan credit agreement, which was entered into January 24, 2023, 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%.

(b)	Borrowings under this unsecured term loan credit agreement, which was entered into March 22, 2023, 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%.

(c)

Borrowings under this unsecured term loan credit agreement, which was entered into July 6, 2022 (July 2022 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 0.60%.

Short-Term Debt in the Nine Months Ended September 30, 2023

Our unsecured revolving Credit Facility has a borrowing capacity of $2.0 billion. The Credit Facility has a maturity date of November 9, 2028. We have the option to request an increase in our borrowing capacity of up to $400 million in $100 million minimum increments, provided certain conditions set forth in the Credit Facility are met, including lender approvals. The Credit Facility includes sustainability-linked pricing metrics related to specific environmental and employee health and safety sustainability objectives.

We have also established a CP Program, under which we may issue unsecured CP Notes on a private placement basis up to a maximum aggregate amount outstanding at any time of $2.0 billion and with maturity dates not exceeding 397 days from the date of issuance. To the extent any CP Notes are issued with maturity dates of over one year, we anticipate those would be classified as long-term debt. The CP Program obtains liquidity support from the Credit Facility. As a result, the aggregate principal amount outstanding under both the CP Program and the Credit Facility cannot exceed $2.0 billion.

The following table reflects our outstanding short-term borrowings and available unused credit under the Credit Facility and CP Program at September 30, 2023 and December 31, 2022:


	At September 30,			At December 31,
	2023			2022
Total credit facility borrowing capacity	$	2,000		$	2,000
Credit facility outstanding borrowings		—			—
Commercial paper outstanding (a)		(82	)		(198	)
Letters of credit outstanding		—			—

Available unused credit	$	1,918		$	1,802

(a)	The weighted average interest rate for commercial paper was 5.41% and 4.58% at September 30, 2023 and December 31, 2022, respectively. All outstanding CP Notes at September 30, 2023 and December 31, 2022 had maturity dates of less than one year.

See Note 4 to Interim Financial Statements for additional information regarding the CP Program.

Cash Flows — Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

Cash provided by operating activities totaled $1.867 billion and $1.658 billion in 2022 and 2021, respectively. The $209 million net increase is primarily the result of a $434 million increase in transmission and distribution receipts, a $39 million increase in accounts payable due to timing of payments to vendors and a $23 million increase in customer advances for construction held in restricted accounts, partially offset by a $92 million increase in inventory purchases, a $72 million increase in storm-related costs, a $39 million net increase in income tax payments, a $32 million increase in local gross receipts tax and property tax payments, a $32 million increase in interest payments and a $17 million increase in vegetation management costs.

Depreciation and amortization expense reported in operating activities in the statements of consolidated cash flows was $84 million and $81 million more than the amounts reported in the statements of consolidated income in 2022 and 2021, respectively. The differences are due to certain regulatory asset amortization being reported as operation and maintenance expense in the statements of consolidated income in accordance with GAAP.

Cash provided by financing activities totaled $1.170 billion and $802 million in 2022 and 2021, respectively. The $368 million net increase is the result of a $414 million decrease in distributions to members and a $234 million net increase in debt financing activity, offset by a $280 million decrease in capital contributions from members. For more information, see Notes 5 and 6 to Annual Financial Statements regarding short-term borrowings and long-term debt activity, respectively, and Note 8 to Annual Financial Statements for additional information regarding capital contributions from and cash distributions to our members.

Cash used in investing activities totaled $2.993 billion and $2.433 billion in 2022 and 2021, respectively. The $560 million net increase is primarily the result of a $552 million increase in capital expenditures and a $28 million net decrease as a result of the 2021 completion of our joint project with LP&L, partially offset by a $21 million in proceeds from sales of certain non-utility properties in 2022.

Long-Term Debt Activity in 2022

At December 31, 2022, our long-term debt consisted of fixed rate secured debt and variable rate unsecured debt. See Note 6 to Annual Financial Statements for more information on our long-term debt. For more information on our regulatory capital structure and limitations on our ability to incur additional long-term debt, see “—Capitalization and Return on Equity” and “—Material Debt Credit Rating, Financial, and Cross-Default Covenants” below.

The following tables summarize our long-term debt issuance, borrowing and repayment activities in 2022:


Long-Term Debt Issued (Secured)	Issuance Dates		Principal Amounts Issued
4.15% Senior Secured Notes due June 1, 2032		May 20, 2022	$	400
4.60% Senior Secured Notes due June 1, 2052		May 20, 2022		400
4.55% Senior Secured Notes due September 15, 2032		September 8, 2022		700
4.95% Senior Secured Notes due September 15, 2052		September 8, 2022		500

Total secured long-term debt issued in 2022				2,000

Long-Term Debt Borrowed (Unsecured)	Borrowing Dates		Principal Amounts Borrowed
January 2022 Term Loan Credit Agreement due April 29, 2023 (a)
		January 28, 2022		400
		February 28, 2022		600
		March 28, 2022		185
		April 28, 2022		115

				1,300
July 2022 Term Loan Credit Agreement due August 30, 2023 (b)(c)
		August 29, 2022		650

				650

Total unsecured long-term debt borrowed in 2022				1,950

Total long-term debt issued and borrowed in 2022				3,950

Long-Term Debt Repaid	Repayment Dates		Principal Amounts Repaid
4.10% Senior Secured Notes due June 1, 2022		March 1, 2022		400
January 2022 Term Loan Credit Agreement due April 29, 2023 (a)		May 20, 2022		650
7.00% Debentures due September 1, 2022		September 1, 2022		482
January 2022 Term Loan Credit Agreement due April 29, 2023 (a)		September 9, 2022		650
July 2022 Term Loan Credit Agreement due August 30, 2023 (b)(c)		September 9, 2022		550

Total long-term debt repaid in 2022				2,732

Net increase in long-term debt in 2022			$	1,218

(a)	Borrowings under the unsecured term loan credit agreement, which was entered into January 28, 2022 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 0.575%.

(b)	Borrowings under the July 2022 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 0.60%.

(c)	On January 9, 2023, we repaid the remaining $100 million principal amount outstanding under the July 2022 Term Loan Credit Agreement.

Our fixed rate senior secured notes are secured equally and ratably by a first priority lien on all property acquired or constructed by Oncor 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. At December 31, 2022, the amount of available bond credits was $2.987 billion and the amount of future debt we could secure with property additions, subject to those property additions being certified to the Deed of Trust collateral agent, was $4.340 billion. See Note 6 to Annual Financial Statements for a listing of all of our secured long-term debt secured by the Deed of Trust as of December 31, 2022.

Short-Term Debt Activity in 2022

The following table reflects our outstanding short-term borrowings and available unused credit under the Credit Facility and CP Program at December 31, 2022 and 2021:


	At December 31,
	2022			2021
Total credit facility borrowing capacity	$	2,000		$	2,000
Credit facility outstanding borrowings		—			—
Commercial paper outstanding (a)		(198	)		(215	)
Letters of credit outstanding (b)		—			(8	)

Available unused credit	$	1,802		$	1,777

(a)	The weighted average interest rates for outstanding CP Notes were 4.58% and 0.30% at December 31, 2022 and December 31, 2021, respectively. All outstanding CP Notes at December 31, 2022 and December 31, 2021 had maturity dates of less than one year.

(b)	The interest rate on the outstanding letters of credit at December 31, 2021 was 1.20% based on our credit ratings.

See Note 5 to Annual Financial Statements for additional information regarding our Credit Facility and CP Program.

Available Liquidity and Liquidity Needs, Including Capital Expenditures

Capital Expenditures — Our board of directors has approved a capital expenditures budget of approximately $3.6 billion for 2023. We anticipate announcing a new five-year capital plan for the 2024-2028 period in the first quarter of 2024. We anticipate that new five-year capital plan will reflect significant increased expected capital spending compared to our previously announced approximately $19.2 billion capital plan for 2023-2027, due primarily to continued projected growth in our service territory, as well as increases in interest rates and borrowing costs, increases in the cost of materials and equipment, and increased labor and contractor costs. We also anticipate additional capital spending related to transmission and distribution system resiliency investments pursuant to recently enacted Texas House Bill 2555, subject to the PUCT’s finalization of rules implementing such legislation. See “— Regulation and Rates—State Legislation” below for more information on House Bill 2555 and the PUCT rulemaking proceeding.

Long-Term Debt Maturities and Interest — As of December 31, 2022, our obligations related to long-term debt and related interest payments are as follows:


	2023		2024		2025		2026		2027		Thereafter		Total
Principal amounts	$	100	$	500	$	974	$	38	$	—	$	9,733	$	11,345
Interest payments		467		458		444		432		432		5,639		7,872

Total	$	567	$	958	$	1,418	$	470	$	432	$	15,372	$	19,217

See Note 5 to Interim Financial Statements and Note 6 to Annual Financial Statements for more information regarding long-term debt.

Pension Plans and OPEB Plans Funding — Based on funding considerations in the latest actuarial projections, including applicable minimum funding requirements, our future fundings for the pension plans and the OPEB Plans are expected to total $2 million and $4 million, respectively, during the remainder of 2023 and approximately $466 million and $128 million, respectively, in the five-year period from 2023 to 2027. Future funding estimates for our pension plans and OPEB Plans are dependent on a variety of variables and assumptions, including investment returns on plan assets, market interest rates, and levels of discretionary contributions over minimum funding requirements, which we continue to monitor. Financial market volatility and its effects on the returns on our plan assets and liability valuations could significantly change our anticipated future funding amounts. During the nine months ended September 30, 2023, we made cash contributions to the pension plans and OPEB Plans of $3 million and $20 million, respectively. In 2022, we made cash contributions to the pension plans and OPEB Plans of $6 million and $35 million, respectively. See Note 8 to Interim Financial Statements and Note 9 to Annual Financial Statements for additional information regarding pension plans and OPEB Plans.

Additional Liquidity Needs — In addition to the items discussed above, other material contractual obligations and commitments arising in the normal course of business primarily consist of purchase obligations under outsourcing agreements and operating lease obligations. See Note 6 to Interim Financial Statements and Note 7 to Annual Financial Statements for information regarding leases. As of September 30, 2023 and December 31, 2022, our purchase obligations under outsourcing agreements totaled $142 million and $174 million in the five-year period from 2023 to 2027, respectively. In addition, we regularly evaluate opportunities to make selective strategic acquisitions involving regulated assets, which could potentially impact our liquidity and capital expenditures. See “Risk Factors—We regularly evaluate opportunities to make selective strategic acquisitions involving regulated assets. Acquisitions involve various risks, and we may not be able to realize the anticipated benefits of any such acquisitions.”

Available Liquidity — Our primary source of liquidity, aside from operating cash flows, is our ability to issue CP Notes, borrow under our Credit Facility, which matures in November 2028, and borrow under our AR Facility. Because the CP Program is supported by the Credit Facility, CP Notes outstanding effectively reduce the available borrowing capacity under the Credit Facility. Cash and cash equivalents totaled $9 million and $10 million at September 30, 2023 and December 31, 2022, respectively. Considering any CP Notes and letters of credit outstanding and borrowings under our AR Facility, available liquidity (cash, cash equivalents and available borrowing capacity under the Credit Facility and CP Program) at September 30, 2023 and December 31, 2022 totaled $1.927 billion and $1.812 billion, respectively.

We expect cash flows from operations combined with long-term debt issuances and credit agreements as well as availability under the Credit Facility, the CP Program and the AR Facility to be sufficient to fund current obligations, projected working capital requirements, maturities of long-term debt, capital expenditures, minimum funding requirements for pension plans and OPEB Plans, operating lease obligations and purchase obligations under outsourcing agreements for at least the next twelve months. Should additional liquidity or capital requirements arise, we may need to seek member capital contributions or preserve equity through reductions or suspension of distributions to members. In addition, we may also consider repurchases, exchange offers, accounts receivable financing arrangements, and other transactions in order to refinance or manage our debt and manage our liquidity and capital requirements.

Over both the short term and the long term, we expect to rely on access to financial markets as a significant source of funding not satisfied by cash-on-hand, operating cash flows, or our Credit Facility, CP Program and AR Facility. The inability to raise capital on favorable terms or failure of counterparties to perform under credit or other financial agreements, particularly during any uncertainty in the financial markets, could impact our ability to sustain and grow the business and would likely increase capital costs that may not be fully recoverable through rates.

Bank failures in 2023 have resulted in certain instabilities in the banking industry and financial markets. While we have not been directly materially impacted to date by any such bank failures, we cannot predict the extent to which bank failures will impact the banking industry and financial markets in the future. Disruptions in the banking sector could increase the cost of capital and reduce our access to capital, lines of credit, and financing arrangements and also impact the ability of our customers, suppliers, and service providers to meet their obligations to us, all or any of which could have a material adverse impact on our business.

Member Contributions and Distributions

Contributions —

During 2023, we received the following cash capital contributions from our members:


Receipt Date	Amount
February 13, 2023	$	106
April 27, 2023	$	115
July 27, 2023	$	115
October 26, 2023	$	115

During 2022, we received the following cash capital contributions from our members:


Receipt Date	Amount
February 17, 2022	$	106
April 26, 2022	$	106
July 26, 2022	$	106
October 24, 2022	$	106

Distributions — The Sempra Order and our Limited Liability Company Agreement set forth various restrictions on distributions to our members. Among those restrictions is the commitment that we will make no distributions (other than contractual tax payments) to our members that would cause us to exceed the PUCT’s authorized debt-to-equity ratio. Our current authorized regulatory capital structure is 57.5% debt to 42.5% equity. The distribution restrictions also include the ability of a majority of our Disinterested Directors, or either of the two member directors designated by Texas Transmission, to limit distributions to the extent each determines it is necessary to meet expected future requirements of Oncor (including continuing compliance with the PUCT debt-to-equity ratio commitment). At September 30, 2023 and December 31, 2022, our regulatory capitalization was 55.6% debt to 44.4% equity and 53.5% debt to 46.5% equity, respectively, and as a result we had $783 million and $1.479 billion, respectively, available to distribute to our members.

The PUCT has the authority to determine what types of debt and equity are included in a utility’s debt-to-equity ratio. For purposes of this ratio, debt is calculated as long-term debt including any finance leases plus unamortized gains on reacquired debt less unamortized issuance expenses, premiums and losses on reacquired debt. Equity is calculated as membership interests determined in accordance with GAAP, excluding accumulated other comprehensive loss and the effects of acquisition accounting from a 2007 transaction.

During 2023, our board of directors declared, and we paid, the following cash distributions to our members:


Declaration Date	Payment Date	Amount
February 14, 2023	February 15, 2023	$	106
April 25, 2023	April 26, 2023	$	149
July 25, 2023	July 26, 2023	$	149
October 24, 2023	October 25, 2023	$	148

During 2022, our board of directors declared, and we paid, the following cash distributions to our members:


Declaration Date	Payment Date	Amount
February 18, 2022	February 18, 2022	$	106
April 27, 2022	April 28, 2022	$	106
July 27, 2022	July 28, 2022	$	106
October 25, 2022	October 26, 2022	$	106

Capitalization and Return on Equity — We have committed to the PUCT to maintain a regulatory capital structure at or below the debt-to-equity ratio established periodically by the PUCT for ratemaking purposes. Our current authorized regulatory capital structure is 57.5% debt to 42.5% equity. Our authorized return on equity is 9.7%, which went into effect on May 1, 2023 in connection with the effectiveness of new base rates implementing the terms of the PUCT’s final order in PUCT Docket No. 53601. Prior to May 1, 2023, our authorized return on equity was 9.8%. Our ability to incur additional long-term debt is limited by our authorized regulatory capital structure, as we are able to issue future long-term debt only to the extent that the issuance of such debt would not cause us to exceed the authorized regulatory debt-to-equity ratio.

Our GAAP capitalization ratios were 47.1% debt to 52.9% equity at September 30, 2023 and 45.3% debt to 54.7% equity at December 31, 2022.

Credit Rating Provisions and Material Debt Covenants

Impact on Liquidity of Credit Ratings — The rating agencies assign credit ratings to certain of our debt securities. Our access to capital markets and cost of debt could be directly affected by our credit ratings. Any adverse action with respect to our credit ratings could generally cause borrowing costs to increase and the potential pool of investors and funding sources to decrease. In particular, a decline in credit ratings would increase the cost of our Credit Facility (as discussed below). In the event any adverse action with respect to our credit ratings takes place and causes borrowing costs to increase, we may not be able to recover such increased costs if they exceed our PUCT-approved cost of debt determined in our most recent comprehensive base rate review or subsequent base rate reviews.

Most of our large suppliers and counterparties require an expected level of creditworthiness in order for them to enter into transactions with us. If our credit ratings decline, the costs to operate our business could increase because counterparties could require the posting of collateral in the form of cash-related instruments, or counterparties could decline to do business with us.

Material Debt Credit Rating, Financial, and Cross-Default Covenants — The Credit Facility contains terms pursuant to which the interest rates and commitment fee charged under the agreement may be adjusted depending on our credit ratings. A decline in our credit ratings would increase the cost of borrowings under the Credit Facility and likely increase the cost of our CP Program and any future debt issuances and additional credit facilities. Based on our current debt ratings as of December 7, 2023, the commitment fee will be 0.10% and the applicable margin for SOFR-based borrowings would be 1.00% and alternate base rate borrowings would be 0.00%. The CP Program requires prompt notice to the dealers of any notice of intended or potential downgrade of our credit ratings. See Note 4 to Interim Financial Statements for additional information regarding our Credit Facility and CP Program.

The Credit Facility includes sustainability-linked pricing metrics related to specific environmental and employee health and safety sustainability objectives. The Credit Facility provides that the applicable margin and commitment fee may be increased, decreased or have no change depending on our annual performance on the two sustainability-linked pricing metrics set forth in the Credit Facility. The maximum pricing adjustment in any given year is +/- 0.01% on the commitment fee and +/- 0.05% on the applicable margin.

Our Credit Facility, AR Facility, and note purchase agreements each contain a financial covenant that requires maintenance of a consolidated senior debt-to-capitalization ratio of no greater than 0.65 to 1.00. For purposes of this ratio, senior debt is calculated as indebtedness defined in the applicable agreement (principally, the sum of long-term debt, any capital leases (referred to as finance leases under current accounting literature), short-term debt and debt due currently in accordance with GAAP). Capitalization for each of our Credit Facility, AR Facility and the March 2023 NPA is calculated as membership interests determined in accordance with GAAP plus debt described above. Capitalization under our note purchase agreement dated May 6, 2019 (May 2019 NPA) is calculated as membership interests plus liabilities for indebtedness maturing more than 12 months from the date of determination, with capitalization determined in accordance with GAAP and practices applicable to our type of business. The ratio under the May 2019 NPA is calculated as total debt (all debt of Oncor and its subsidiaries on a consolidated basis) divided by the sum of total debt plus capitalization. At September 30, 2023, we were in compliance with this covenant and all other covenants under our Credit Facility, AR Facility, and note purchase agreements. At December 31, 2022, we were in compliance with this covenant and all other covenants under our Credit Facility, the May 2019 NPA and the then-outstanding July 2022 Term Loan Credit Agreement.

Certain of our financing arrangements contain provisions that may result in an event of default if there was a failure under other financing arrangements to meet payment terms or to observe other covenants that could result in an acceleration of payments due. Such provisions are referred to as “cross default” provisions.

Under the Credit Facility, May 2019 NPA and the AR Facility, a default by us or any subsidiary in respect of indebtedness in a principal amount in excess of $100 million or any judgments for the payment of money in excess of $100 million that are not discharged or stayed within 60 days may cause the maturity of outstanding balances under those facilities to be accelerated or, in the case of the May 2019 NPA, may cause the notes issued thereunder to be declared due and payable.

Under the Deed of Trust, an event of default under our indentures or, after all applicable notices have been given and all applicable grace periods have expired, under the note purchase agreements, would permit the holders of our secured debt under the indentures or the note purchase agreements to exercise their remedies under the Deed of Trust.

Guarantees

At September 30, 2023 and December 31, 2022, we did not have any material guarantees.

COMMITMENTS AND CONTINGENCIES

See Note 6 to Interim Financial Statements and Note 7 to Annual Financial Statements for a discussion of commitments and contingencies.

CHANGES IN ACCOUNTING STANDARDS

See Note 1 to Annual Financial Statements for a discussion of changes in accounting standards.

REGULATION AND RATES

Matters with the PUCT

Base Rate Review (PUCT Docket No. 53601) — On April 6, 2023, the PUCT issued a final order in our comprehensive base rate review filed in May 2022 with the PUCT and the cities in our service territory that have retained original jurisdiction over rates. New base rates implementing the final order went into effect on May 1, 2023. The base rate review used a test year based on calendar year 2021 results with certain adjustments. We estimate that the final order results in an average increase over 2021 test year adjusted annualized revenue of 1.4%, and would result in an aggregate annualized revenue increase over the 2021 test year of approximately $79 million. Key findings made by the PUCT in the final order include setting our authorized return on equity at 9.7% (a decrease from our prior authorized return on equity of 9.8%), maintaining our regulatory capital structure at 57.5% debt to 42.5% equity, approving our requested regulatory asset amortization period of five years, changing depreciation rates and lives of certain depreciable assets, and approving our requested increase for our annual self-insurance reserve accrual primarily associated with storm related costs. In addition, the final order excluded from rates an acquisition premium and its associated amortization costs relating to certain plant facilities acquired by Oncor in 2019, as well as certain employee benefit and compensation related costs that we had previously capitalized during the period of 2017 through 2021. As a result, we recognized a $69 million ($54 million after-tax) write-off in the three months ended March 31, 2023 for the effects of that disallowance, as well as an additional charge against income due to certain similar employee benefit and compensation related costs that were capitalized during 2022.

On June 30, 2023, the PUCT issued an order on rehearing in response to the motions for rehearing filed by us and certain intervening parties in the proceeding. The order on rehearing made certain technical and typographical corrections to the final order, but otherwise affirmed the material provisions of the final order and did not require modification of the rates that went into effect on May 1, 2023. On September 22, 2023, we filed an appeal in Travis County District Court. The appeal seeks judicial review of certain of the order on rehearing’s rate base disallowances (the disallowed 2019 acquisition premium and its associated amortization costs as well as certain of the disallowed employee benefit and compensation related costs that we had previously capitalized) and related expense effects of those disallowances. We cannot predict the outcome of the appeal.

Capital Trackers — See Note 2 to Interim Financial Statements for a discussion of interim DCRF and TCOS rate adjustment requests.

State Legislation

The Texas Legislature operates under a biennial system and meets in regular session in every odd-numbered year. The Texas Legislature convened its regular session in January 2023, which concluded May 29, 2023.

At any time, the Governor of Texas may convene a special session of the Texas Legislature, and in 2023 the Governor of Texas has so far called four special sessions following the end of the regular session. During any regular or special session, the Texas Legislature may hold hearings relevant to our business and bills may be introduced that, if adopted, could materially and adversely affect our business and our business prospects.

The Texas Legislature passed various legislation impacting the electric industry during its 2023 regular session, including the following bills that have now been enacted into law that we anticipate could have a significant impact on our business, financial condition, and results of operations, particularly through reduction of regulatory lag and increased regulatory certainty regarding recovery of certain costs:

•

Senate Bill 1015 allows utilities to file up to two DCRF interim rate update applications each year at any time during the year (with certain exceptions if a base rate proceeding is pending), and shortens the administrative process for the proceedings to 60 days, which deadline the PUCT may extend by up to an additional 15 days. Prior to this legislation taking effect, utilities were only permitted to file one DCRF application per year, and were required to make that filing during the first eight days of April (unless otherwise extended by the PUCT). In addition, utilities were previously not permitted to file a DCRF interim rate update application during, or within a certain number of days before, a base rate proceeding. The legislation permits filing an application during a base rate proceeding, provided that filing is made at least 185 days after the commencement of the base rate proceeding. As a result of Senate Bill 1015, we were able to file a second DCRF interim rate update application during 2023. See “—Results of Operations—Financial Results—Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022—Interim DCRF Filings Table” for more information on the DCRF interim rate update applications filed in 2023.

•

Senate Bill 1016 creates a presumption that employee compensation and benefit costs (other than pension, OPEBs, or certain incentive compensation for officers) are reasonable and necessary if the costs are consistent with market compensation studies issued within three years of the rate proceeding.

•

House Bill 2555 authorizes an electric utility, following rulemaking proceedings by the PUCT, to file for approval of a plan to increase the resiliency of its transmission and distribution system and provides recovery options for certain of those costs, including through deferral to regulatory assets. The bill requires that the PUCT finalize rules to implement the legislation and the PUCT has opened a rulemaking proceeding for that purpose in PUCT Project No. 55250. We anticipate filing a system resiliency plan for PUCT approval pursuant to the final adopted rules, with such filing currently targeted for the first quarter of 2024.

Other state legislation enacted recently that could impact our business and operations include legislation reducing property taxes, legislation shortening the time period for certain approvals relating to transmission projects, legislation expanding and clarifying the uses of mobile generation leased by utilities for use during power outages, and legislation directing ERCOT and the PUCT to develop plans for transmission projects to serve certain high growth areas of the state, including the Permian Basin.

Summary

We cannot predict future regulatory or legislative actions or any changes in economic and securities market conditions. Such actions or changes could significantly alter our basic financial position, results of operations, or cash flows.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Market risk is the risk that we may experience a loss in value as a result of changes in market conditions such as interest rates that occur in the ordinary course of business. From time to time, we transact in financial instruments to hedge interest rate risk related to our forecasted issuances of debt. There were no such hedges in place at September 30, 2023 or December 31, 2022.

At September 30, 2023, all of our long-term debt, other than the borrowings under AR Facility, carried fixed interest rates. Borrowings under the AR Facility at September 30, 2023 bore 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. Additional borrowings under the AR Facility could bear interest, if funded by the committed lenders, at 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. At September 30, 2023, the borrowing base for the AR Facility was $500 million and $500 million in aggregate borrowings were outstanding under the AR Facility. On November 13, 2023, we repaid the full amount of $500 million outstanding under the AR Facility.

At December 31, 2022, all of our long-term debt, other than the July 2022 Term Loan Credit Agreement borrowings, carried fixed interest rates. The following table presents our long-term debt maturities and related information as of December 31, 2022.


	Expected Maturity Date
	2023			2024			2025			2026			2027		There - after			2022 Total Carrying Amount			2022 Total Fair Value		2021 Total Carrying Amount			2021 Total Fair Value
	(dollars in millions and percent)
Long-term debt (including current maturities):
Fixed rate debt amount (a)	$	—		$	500		$	974		$	38		$	—	$	9,733		$	11,245		$	10,398	$	10,127		$	11,758
Weighted average interest rate (b)		—			2.75	%		2.00	%		3.86	%		—		4.44	%		4.15	%		—		4.20	%		—
Variable rate debt amount (a)(c)	$	100		$	—		$	—		$	—		$	—	$	—		$	100		$	100	$	—		$	—
Weighted average interest rate		(c	)		—			—			—			—		—			(c	)		—		—			—

Total Long-Term Debt	$	100		$	500		$	974		$	38		$	—	$	9,733		$	11,345		$	10,498	$	10,127		$	11,758

(a)	Excludes unamortized premiums, discounts and debt issuance costs. See Note 5 to Interim Financial Statements and Note 6 to Annual Financial Statements for a discussion of changes in long-term debt obligations.

(b)	Based on annualized interest rates for each outstanding series of fixed rate notes.

(c)	On January 9, 2023, we repaid the remaining $100 million principal amount outstanding under the July 2022 Term Loan Credit Agreement. At the time of repayment and as of December 31, 2022, the interest rate on this variable rate debt was 5.02%.

In addition, borrowings of short-term debt under the Credit Facility bear interest on a floating rate basis. At September 30, 2023 and December 31, 2022, there were no borrowings under the Credit Facility. Based on the amount of floating rate debt outstanding as of September 30, 2023 and December 31, 2022, a hypothetical 100 basis point change (up or down) in the weighted average interest rates would not have a material impact on our results of operations or financial condition. For more information on our borrowings and interest rates charged, see Notes 4 and 5 to Interim Financial Statements and Notes 5 and 6 to Annual Financial Statements.

Credit Risk

Credit risk relates to the risk of loss associated with nonperformance by counterparties. Our distribution customers consist primarily of REPs. As a prerequisite for obtaining and maintaining certification, a REP must meet the financial resource standards established by the PUCT. Meeting these standards does not guarantee that a REP will be able to perform its obligations. REP certificates granted by the PUCT are subject to suspension and revocation for significant violation of PURA and PUCT rules. Significant violations include failure to timely remit payments for invoiced charges to a transmission and distribution utility pursuant to the terms of tariffs approved by the PUCT. We believe PUCT rules that allow for the recovery of uncollectible amounts due from REPs through rates significantly reduce our credit risk.

Our exposure to credit risk associated with trade accounts receivable totaled $1.162 billion at September 30, 2023 and $897 million at December 31, 2022. The receivable balance is before the allowance for uncollectible accounts, which totaled $13 million at each of September 30, 2023 and December 31, 2022. The exposure at September 30, 2023 and December 31, 2022 includes trade accounts receivable from REPs totaling $781 million and $587 million, respectively, which are generally noninvestment grade and from transmission customers totaling $238 million and $31 million, respectively, which primarily include investment grade distribution companies as well as cooperatives and municipally-owned utilities, which are generally considered low credit risk. At September 30, 2023, REP subsidiaries of Vistra and NRG Energy, Inc., our two largest customers collectively represented 27% and 24%, respectively, of the trade accounts receivable balance. At December 31, 2022, REP subsidiaries of Vistra and NRG Energy, Inc., our two largest customers collectively represented 23% and 20%, respectively, of the trade accounts receivable balance. No other customers during such periods represented 10% or more of the total trade accounts receivable balance. We view our exposure to these customers to be within an acceptable level of risk tolerance considering PUCT rules and regulations; however, this concentration increases the risk that a default could have a material effect on cash flows, liquidity, financial position and/or results of operation.

Our net exposure to credit risk associated with trade accounts and other receivables from affiliates was zero at September 30, 2023 and December 31, 2022.

In the ordinary course of our business, we may also mitigate risk by requiring counterparties to provide us with security. For instance, we require customers who do not meet certain credit quality thresholds to provide security before we commence construction on certain customer-requested construction projects for generation interconnection or new/expanded electricity delivery system facilities. This process helps us to mitigate the risk of our expending funds on construction projects that are not put into service due to customer cancellation of the project. Customers may provide the required security in the form of cash, letters of credit, or, at Oncor’s discretion, through a parent/affiliate guaranty. Such customer-provided security is subject to return in accordance with PUCT rules, ERCOT requirements or our tariffs, and any cash received as such security is held in an escrow account and classified as restricted cash.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors

The names, ages (as of December 7, 2023) and information about our directors, as furnished by the directors themselves, are set forth below:


Name	Age	Business Experience and Qualifications
Robert A. Estrada (1)	76	Robert A. Estrada has served as a member of our board of directors since October 2007. Mr. Estrada is senior advisor and chairman emeritus of Estrada Hinojosa & Company, Inc., an investment banking firm specializing in public finance that he co-founded in 1992. In addition to these positions, he also previously served as chairman of the board and as president, chief executive officer and chief compliance officer of Estrada Hinojosa & Company, Inc. Mr. Estrada currently serves on the boards of directors of several civic and arts organizations. He also previously served on the Board of Regents of the University of Texas System, as a member of the board of directors of the Federal Reserve Bank of Dallas, and as a member of the board of directors of the Student Loan Marketing Association (Sallie Mae). We believe Mr. Estrada’s broad experience in the financial and legal sectors are important to Oncor in his role as a member of our board of directors. In addition, Mr. Estrada’s comprehensive understanding of financial, compliance and business matters pertinent to Oncor and his experience in serving large clients and boards regarding these matters add to the extensive experience and leadership skills he provides to our board of directors. His over 35 years of legal experience as a securities attorney gives him a familiarity with securities law issues and disclosure requirements relevant to our company.

Printice L. Gary (1)(2)	77	Printice L. Gary has served as a member of our board of directors since February 2014. Mr. Gary is the founding partner of, and since its founding in 1991 has served as the chief executive officer of, Carleton Residential Properties, a real estate firm engaged in investing, developing, general contracting and asset management of properties throughout Texas and the Southwest. His prior business experience includes serving as a Texas division partner for multi-family development with Trammel Crow Residential from 1985 to 1991 and serving as the president of Centex Corporation’s homebuilding and mortgage banking subsidiary, Fox & Jacobs Homes, from 1978 to 1985. Mr. Gary currently serves on the board of directors of Oncor Holdings and Preservation of Affordable Housing Inc. (Boston, Massachusetts). He also previously served on the board of directors of the National Equity Fund, Inc. and the governing bodies of various state entities pursuant to appointments by Governors of Texas, including the board of directors of the University of Texas Investment Management Company, the University of Texas System Board of Regents, the University of Texas System Board for Lease of University Lands, the Texas State Tax Reform Commission, and the North Texas Tollway Authority. We believe Mr. Gary’s extensive skills and experience in the business and financial sectors are important to Oncor in his role as a member of our board of directors. In addition, Mr. Gary brings an entrepreneurial background and valuable development and construction experience across Oncor’s North Texas service territory to our board of directors. His experience with Texas government through his service on various state entities also brings great value to our Texas-based business.


Name	Age	Business Experience and Qualifications
Margaret S.C. Keliher (1)	68	Margaret S.C. Keliher has served as a member of our board of directors since March 2023. Ms. Keliher has practiced law with a primary focus on litigation through a sole proprietorship since 2008. From January 1, 2018 until March 1, 2023, Ms. Keliher also served as the executive director of the Dallas Breakfast Group, a non-profit organization whose mission is to increase participation by Dallas-area business executives and civic leaders in local elections and local affairs. Prior to that role, Ms. Keliher served as executive director of the non-profit Texas Business for Clean Air Foundation from 2007 to 2012 and as a lobbyist at the law firm of Locke Lord from 2007 until 2008. From 2002 to 2006, she served as Dallas County Judge, the first female elected to that office, and in that role served as the presiding officer of the Dallas County Commissioners Court and head of emergency management for the county. From 1999 to 2002, she served as Judge of the 44^th Civil District Court of Texas. From 1992 to 1998, Ms. Keliher was an associate at the law firm of Jones Day. Ms. Keliher has also worked as a Dallas County District Attorney from 1990 to 1992, as the chief financial officer of Vanro Properties Corp., a real estate development company based in North Texas, from 1985 to 1987, and as a manager at Deloitte & Touche from 1977 to 1985. Ms. Keliher currently serves on the boards of directors of Oncor Holdings and various non-profit and civic organizations, including as a member of the board of directors of the Trinity River Authority of Texas, which she was appointed to serve on in 2022 by the Governor of Texas. We believe Ms. Keliher’s extensive business and civic experience is important to Oncor in her role as a member of our board of directors. In addition, her appointments as Judge and a member of the Trinity River Authority of Texas add to her extensive experience and leadership skills Ms. Keliher provides to our board. Ms. Keliher has also served on the boards of several non-profit and civic organizations, which has given her strong experience in corporate governance matters.

Timothy A. Mack (1)(3)	71	Timothy A. Mack has served as a member of our board of directors since February 2014. Mr. Mack is of counsel to the Dallas, Texas law firm, Matheson & Marchesoni PLLC and has served in such role since September 2017. Mr. Mack was a member of the Dallas, Texas law firm, Mack Matheson & Marchesoni PLLC, from March 2009 until his retirement from such position in August 2017. Prior thereto, Mr. Mack was a partner at an international law firm, Hunton & Williams LLP (now known as Hunton Andrews Kurth LLP), and its predecessor firm in Dallas, Texas, where he had practiced law since 1980. Mr. Mack currently serves on the boards of directors of Oncor Holdings and various local non-profit organizations. We believe Mr. Mack’s experience of over 40 years in advising energy companies in finance, securities, corporate governance and merger and acquisition matters, is important to Oncor in his role as a member of our board of directors. In addition, Mr. Mack participating in the management of a large international law firm, as well as additional knowledge and valuable first-hand experience with the duties of directors, adds to the extensive experience and leadership skills he provides to our board of directors.

Name

Age

Business Experience and Qualifications

Jeffrey W. Martin

(3)

Jeffrey W. Martin has served as a member of our board of directors since March 2018. Mr. Martin has served as chief executive officer and a member of the board of directors of Sempra (NYSE: SRE) since May 2018, has served as chairman of Sempra since December 2018, and also has served as president of Sempra since March 2020. Mr. Martin served as executive vice president and chief financial officer of Sempra from January 2017 to April 2018. Mr. Martin served at San Diego Gas & Electric Company (SDG&E), an indirect subsidiary of Sempra, as chief executive officer and as a director beginning in January 2014. In addition to those roles at SDG&E, Mr. Martin was appointed as SDG&E’s president in October 2015 and as its chairman in November 2015, serving in each of these offices through December 2016. From 2010 to 2013, Mr. Martin served as chief executive officer and president of Sempra U.S. Gas & Power (USGP), a previous business unit of Sempra, and USGP’s predecessor organization, Sempra Generation. Earlier he served as the vice president of investor relations for Sempra. Prior to joining Sempra in December 2004, Mr. Martin was chief financial officer of NewEnergy, Inc. He also formerly served as corporate counsel at UniSource Energy Corporation and was an attorney at the law firm of Snell & Wilmer, LLP. Mr. Martin currently serves on the board of directors of Oncor Holdings and the American Petroleum Institute. He also is a governor of the Oil and Gas community and co-chair of the Electricity community for the World Economic Forum, and represents Sempra as part of the International Business Council of the World Economic Forum. He previously served on the boards of directors of Southern California Gas Company (SoCalGas), an indirect subsidiary of Sempra, the Edison Electric Institute, Business Roundtable, California Chamber of Commerce and National Association of Manufacturers and on the board of trustees of the University of San Diego.

Mr. Martin was appointed by Sempra (through Oncor Holdings) as a member of our board of directors pursuant to Sempra’s indirect right under the Limited Liability Company Agreement to designate two directors. We believe Mr. Martin’s extensive financial, management and operations experience is important to Oncor in his role as a member of our board of directors. In addition, his extensive knowledge and experience in utility and energy infrastructure matters brings great value to our board of directors and our company.


Name	Age	Business Experience and Qualifications
Trevor I. Mihalik (1)(2)	57	Trevor I. Mihalik has served as a member of our board of directors since March 2020. Mr. Mihalik has served as executive vice president and chief financial officer of Sempra since May 2018. Prior to that role, he served as Sempra’s senior vice president from December 2013 until April 2018 and as its controller and chief accounting officer from July 2012 until April 2018. Prior to joining Sempra, he served as senior vice president of finance for Iberdrola Renewables, the U.S. subsidiary of Iberdrola S.A., a multinational utility and energy company headquartered in Bilbao, Spain. Prior to that, he was vice president of finance for Chevron Natural Gas and also served as its vice president of finance and chief financial officer for its natural gas marketing, trading and storage joint venture, Bridgeline Holdings. Mr. Mihalik spent the first nine years of his career working in Houston and London in the energy practice of Price Waterhouse. Since December 2019, he has served on the board of directors of WD-40 Company (NASDAQ:WDFC), a global marketing organization that develops and sells maintenance, homecare and cleaning products, and also currently serves on the board of directors of Oncor Holdings. Through his roles at Sempra, Mr. Mihalik has served as an officer, manager, or member of the board of directors of various Sempra subsidiaries or entities in which Sempra holds an equity interest, including serving on the board of directors from July 2020 through October 2021 of Infraestructura Energética Nova, S.A.P.I. de C.V. (IEnova), which was listed on the Mexican Stock Exchange until October 2021, as well as serving on the board of directors of each of SDG&E and SoCalGas from 2017 until March 2021. In addition, Mr. Mihalik has served as the executive chairman of the board of Sempra Infrastructure Partners since its formation in October 2021. Mr. Mihalik was appointed by Sempra (through Oncor Holdings) as a member of our board of directors pursuant to Sempra’s indirect right under the Limited Liability Company Agreement to designate two directors. We believe Mr. Mihalik’s significant financial, business, and management experience is important to Oncor in his role as a member of our board of directors. In addition, his extensive experience in the utility and energy industries in particular brings substantial benefits to our board of directors.

Helen M. Newell (1)	55	Helen M. Newell has served as a member of our board of directors since July 2019. Ms. Newell has served as managing director – infrastructure for GIC Special Investments Pte Ltd (GICSI) focused on asset management in the Americas since June 2022. Prior to serving in this role, Ms. Newell served as a senior vice president – infrastructure for GICSI from October 2018 until June 2022. Before joining GICSI, Ms. Newell held various roles at Rio Tinto PLC and Rio Tinto Limited, a global diversified mining company listed on the London Stock Exchange and Australian Securities Exchange, serving as global head of risk from 2014 until 2018 and vice president – infrastructure from 2011 until 2014. Prior to joining Rio Tinto, Ms. Newell worked for several Australian listed transportation and infrastructure companies. Ms. Newell began her career in management consulting, working on various transportation and telecommunications projects in Australia, Asia and North America. In her role with GICSI, Ms. Newell has also been appointed to the board of directors of various companies in which GICSI invests, including Direct ChassisLink, Inc., Duquesne Light Company, HEP Catalyst Investco, LLC, WaterBridge Resources LLC, and Genesee & Wyoming Inc. and related holdings companies. Ms. Newell was appointed as a member of our board of directors by Texas Transmission pursuant to Texas Transmission’s right under our Limited Liability Company Agreement to designate two directors. We believe Ms. Newell’s experience of over 20 years in the infrastructure, transportation and mining sectors, is important to Oncor in her role as a member of our board of directors. In addition, Ms. Newell’s extensive business, operations and management experience brings great value to our board of directors and our company.


Name	Age	Business Experience and Qualifications
E. Allen Nye, Jr.	56	E. Allen Nye, Jr. has served as a member of our board of directors and our Chief Executive since March 2018. From January 2011 until March 2018, Mr. Nye served as our Senior Vice President, General Counsel and Secretary, and in such role was responsible for overseeing all of Oncor’s legal and compliance matters. In January 2013, his responsibilities were expanded to include oversight of all regulatory and governmental affairs activity of Oncor. From June 2008 until joining Oncor, Mr. Nye practiced law as a partner in the Dallas office of Vinson & Elkins LLP, where he focused on representation of regulated energy companies before state and federal government agencies, including the PUCT, the State Office of Administrative Hearings and the FERC. Prior to Vinson & Elkins, Mr. Nye was a partner in the law firm of Hunton & Williams LLP (now known as Hunton Andrews Kurth LLP) from January 2002 until May 2008. Mr. Nye currently serves on the board of directors of Oncor Holdings. From January 2019 through October 2021, Mr. Nye served as a member of the board of directors of IEnova. As our Chief Executive, we believe Mr. Nye’s unique knowledge of our company and our industry is important to Oncor in his role as a member of our board of directors. In addition, Mr. Nye’s prior experience as Senior Vice President, General Counsel and Secretary of Oncor and first-hand knowledge of and experience with state and federal government and regulatory agencies, the duties of directors, and governance matters, brings great value and benefit to our board of directors and company.

Alice L. Rodriguez (2)	59	Alice L. Rodriguez has served as a member of our board of directors since March 2021. Ms. Rodriguez is co-owner of Kendall Milagro Inc., a home building and real estate investment business. Ms. Rodriguez retired from JPMorgan Chase & Co. (JPMorgan) effective September 2022 after 35 years with JPMorgan and its predecessors. From April 2022 until September 2022, Ms. Rodriguez served in a senior advisor role with JPMorgan after previously serving as head of the community impact organization and managing director of JPMorgan from August 2020 until April 2022, where she focused on JPMorgan’s community engagement initiatives and localization strategy. From July 2017 to August 2020, she served as managing director and head of JPMorgan’s community and business development organization. From 2015 to July 2017, she served as managing director and consumer and Chase wealth management executive, responsible for consumer and wealth business in the greater Texas metro markets. From 2012 to 2015, she served as executive vice president and business banking executive for the California region. Ms. Rodriguez currently serves on the board of directors of Oncor Holdings, is the past chair of the United States Hispanic Chamber of Commerce, the vice chair of DreamSpring and also serves on the boards of various non-profit organizations. We believe Ms. Rodriguez’s extensive leadership, financial, and business experience is important to Oncor in her role as a member of our board of directors. In addition, Ms. Rodriguez’s significant management experience, long tenure, and a variety of roles serving at JPMorgan, brings a unique perspective to our board of directors. Her professional experiences in Texas as well as her community involvement at both the state and national level bring a great understanding of the communities we serve.


Name	Age	Business Experience and Qualifications
Robert S. Shapard	68	Robert S. Shapard has served as a member of our board of directors since April 2007. He has served as non-executive Chairman of our board of directors since March 2018 and before that served as Chairman from April 2007 until July 2015. From April 2007 until March 2018, he also served as Chief Executive of Oncor. Mr. Shapard joined TXU Corp. in October 2005 as a strategic advisor, helping implement and execute growth and development strategies for Oncor, then a TXU Corp. subsidiary. Between March and October 2005, he served as chief financial officer of Tenet Healthcare Corporation, one of the largest for-profit hospital groups in the United States, and was executive vice president and chief financial officer of Exelon Corporation, a large electricity generator and utility operator, from 2002 to February 2005. Before joining Exelon, he was executive vice president and chief financial officer of Ultramar Diamond Shamrock, a North American refining and marketing company, from 2000 to 2002. Previously, from 1998 to 2000, Mr. Shapard was chief executive officer and managing director of TXU Australia Pty. Ltd., a subsidiary of the former TXU Corp., which owned and operated electric generation, wholesale trading, retail, and electric and gas regulated utility businesses. Mr. Shapard currently serves on the boards of directors of Oncor Holdings, Leidos Holdings, Inc. (formerly SAIC, Inc.) (NYSE:LDOS), a provider of scientific, engineering and systems integration service, and NACCO Industries, Inc. (NYSE:NC), a holding company for The North American Coal Corporation, which, with its affiliates, operates in the mining and natural resources industries. As our former Chief Executive, we believe Mr. Shapard’s unique knowledge of our company and our industry is important to Oncor in his role as a member of our board of directors. In addition, Mr. Shapard’s prior experience with EFH Corp., Exelon and as chief executive officer of TXU Australia gives him extensive leadership experience in the electric industry in both regulated and unregulated markets. His previous experience as chief financial officer of Tenet Healthcare Corporation and Ultramar Diamond Shamrock provided him with substantial experience in other complex financial and business environments.

Luis J. Saenz (2)(3)	56	Luis J. Saenz has served as a member of our board of directors since March 2023. Mr. Saenz has served since 2023 as Principal for Saenz Public Affairs, a government and public relations consulting sole proprietorship he founded. Prior to that role, Mr. Saenz served as chief of staff to Texas Governor Greg Abbott from September 2017 to November 2022, the first Hispanic chief of staff to a Texas Governor and the longest-serving chief of staff to a Governor in Texas history. He also served as appointments director for Governor Abbott in 2015. From 2012 to 2015 and 2016 to 2017, Mr. Saenz worked as a lobbyist for McGuire Woods Consulting LLC, a full-service public affairs firm. Prior to that, from 2007 until 2012, Mr. Saenz provided governmental and public relations consulting services through Saenz Public Affairs. Mr. Saenz also previously served as an advisor to Texas Governor Rick Perry and his gubernatorial campaigns from 2000-2006, including managing the Governor’s 2006 re-election campaign and serving in various roles in his administration. Prior to that he served as chief of staff to Texas Comptroller Carole Keeton Rylander from 1999 to 2000. He also previously served on the staffs of United States Senator Kay Bailey Hutchinson, United States Senator Phil Gramm, and United States Representative Henry Bonilla and as an appointee in the U.S. Department of State during President George H.W. Bush’s administration. Mr. Saenz currently serves on the board of directors of Oncor Holdings. We believe Mr. Saenz’s extensive governmental and public relations experience, as well as his first-hand experience working with current and past Governors of Texas bring great value to our regulated and Texas-based business.


Name	Age	Business Experience and Qualifications
W. Kelvin Walker (3)	61	W. Kelvin Walker has served as a member of our board of directors since March 2021. Mr. Walker has served since March 2019 as chief executive officer of the Dallas Citizens Council, a non-profit organization made up of over 150 chief executive officers and other top business leaders in North Texas that focuses on advancing public policy issues impacting the Dallas area. Prior to joining the Dallas Citizens Council, Mr. Walker served as a managing director of RLJ Equity Partners LLC, a private equity fund, from July 2015 to March 2019. Prior to that, he was a managing partner of 21st Century Group, LLC, a private equity firm, from January 1999 to June 2015. Mr. Walker currently serves on the boards of directors of Oncor Holdings, Encore Wire Corporation (NASDAQ: WIRE), a manufacturer of a broad range of copper and aluminum electrical wire and cables, and Reflekt Me, an online retail personalization and engagement technology company, as well as various non-profit organizations. We believe Mr. Walker’s extensive business, civic, and management experience is important to Oncor in his role as a member of our board of directors. In addition, Mr. Walker’s service at the Dallas Citizens Council and his past leadership experience in private equity bring a significant and valuable understanding of business, financial, and public policy matters to our company and board of directors.

Steven J. Zucchet (2)(3)	58	Steven J. Zucchet has served as a member of our board of directors since November 2008. Mr. Zucchet is a managing director of OMERS Infrastructure Management Inc. (OMERS Infrastructure) (formerly Borealis Infrastructure Management, Inc.), an investment arm of Canada’s OMERS pension plan, a position he has held since September 2014, having previously served as a senior vice president of OMERS Infrastructure from November 2003 until September 2014. From 1996 until joining OMERS Infrastructure, Mr. Zucchet served as chief operating officer of Enwave Energy Ltd., where he was responsible for operations and major infrastructure projects. In his role as an officer of OMERS Infrastructure, Mr. Zucchet has also been appointed as an officer and director of several OMERS Infrastructure affiliates and companies in which OMERS Infrastructure invests. Through OMERS Infrastructure, Mr. Zucchet has served since April 2019 on the board of directors of Puget Energy, Inc. and Puget Sound Energy, Inc., a regulated gas and electric utility in the State of Washington, and also currently serves on the board of directors of Bruce Power, an eight reactor nuclear site located in Ontario, Canada. His focus at OMERS Infrastructure is in the energy sector, where he has led the pursuit of investment opportunities in the energy sector and is currently responsible for leading the asset management of several of its portfolio investments. Mr. Zucchet was appointed as a member of our board of directors by Texas Transmission pursuant to Texas Transmission’s right under the Limited Liability Company Agreement to designate two directors. We believe Mr. Zucchet’s extensive experience in the energy industry is important to Oncor in his role as a member of our board of directors. In addition, Mr. Zucchet’s business, management and operations experience, assist him in evaluating and making decisions on issues that face our board of directors.

(1)	Member of Audit Committee.

(2)	Member of Governance and Sustainability Committee.

(3)	Member of Organization and Compensation Committee (O&C Committee).

Director Appointments

Pursuant to our Limited Liability Company Agreement (which was amended and restated in connection with the Sempra Acquisition) and the Sempra Order, the board of directors of Oncor is required to consist of thirteen members, constituted as follows:

•

two members designated by Sempra (through Oncor Holdings);

•

two members designated by Texas Transmission; and

•

two current and/or former officers of Oncor (each, an Oncor Officer Director).

Mr. Martin and Mr. Mihalik were each designated to serve on our board of directors by Sempra (through Oncor Holdings) and Ms. Newell and Mr. Zucchet were each designated to serve on our board of directors by Texas Transmission. Directors designated by Sempra and Texas Transmission are referred to as member directors.

Our Limited Liability Company Agreement provides that seven of our directors will be Disinterested Directors under the standards set forth in our Limited Liability Company Agreement. See “Certain Relationships and Related Transactions, and Director Independence—Director Independence” for a discussion of the director qualifications. We have determined that Messrs. Estrada, Gary, Mack, Saenz and Walker and Mses. Keliher and Rodriguez are Disinterested Directors. Disinterested Directors are appointed by the nominating committee of Oncor Holdings’ board of directors subject to the approval by a majority of the Disinterested Directors of Oncor Holdings’ board of directors. The nominating committee of Oncor Holdings is required to consist solely of Disinterested Directors. The Sempra Order and our Limited Liability Company Agreement provide that the Disinterested Directors of Oncor at the time of the Sempra Acquisition, who are referred to as initial Disinterested Directors, would serve, if willing and able, for a term of three years from the closing of the Sempra Acquisition (subject to continuing to meet the Disinterested Director requirements). Thereafter, the Sempra Order and our Limited Liability Company Agreement require that two of these initial Disinterested Directors roll off our board of directors beginning March 2021 and continuing every two years until no initial Disinterested Director remains on our board of directors, with the nominating committee of Oncor Holdings (subject to approval by a majority of the Disinterested Directors of the Oncor Holdings board of directors) determining the order of departure of these directors. As a result, two of our initial Disinterested Directors were required to roll off our board of directors prior to March 9, 2023 and two new Disinterested Directors were required to be appointed as their successors. In connection with the requirements of the Sempra Order and our Limited Liability Company Agreement, on March 7, 2023, William T. Hill, Jr. submitted a letter of resignation and on March 8, 2023, Thomas M. Dunning, submitted a letter of resignation, each resigning from our board of directors effective as of March 8, 2023. On March 8, 2023, Oncor Holdings designated each of Margaret S.C. Keliher and Luis J. Saenz to serve on our board of directors, effective March 9, 2023, as Disinterested Directors to fill the vacancies created by the resignations of Mr. Dunning and Mr. Hill. The Oncor Holdings designation was made pursuant to the direction of the Oncor Holdings nominating committee with the approval of a majority of the Disinterested Directors of Oncor Holdings. Our Limited Liability Company Agreement provides that each Disinterested Director, other than the initial Disinterested Directors, will be appointed for a four year term, which is able to be renewed for only one additional term of four years, and will be appointed consistent with a mandatory retirement age of 75. To the extent any Disinterested Director is removed, retires or is otherwise unable to or unwilling to serve, a replacement new Disinterested Director will be chosen by the nominating committee of Oncor Holdings subject to approval by a majority vote of the Disinterested Directors of Oncor Holdings’ board of directors. Any change to the size, composition, structure or rights of our board of directors must first be approved by the PUCT.

Oncor Holdings, at the direction of STIH, has the right, pursuant to the terms of our Limited Liability Company Agreement, to nominate two directors that are current or former officers of Oncor (each, an Oncor Officer Director), subject to approval of any such nomination by a majority of the Oncor board of directors. Mr. Shapard and Mr. Nye each serve as an Oncor Officer Director. Our Limited Liability Company Agreement provides that until March 9, 2028, in order for a current or former officer of Oncor to be eligible to serve as an Oncor Officer Director, the officer cannot have worked for Sempra or any of its subsidiaries or affiliated entities (excluding Oncor Holdings and Oncor) or any other entity with a direct or indirect ownership interest in Oncor or Oncor Holdings in the ten-year period prior to the date on which the officer first became employed by Oncor. In addition to such right to nominate Oncor Officer Directors, Oncor Holdings, at the direction of STIH, has the right to seek the removal of the Oncor Officer Directors, subject to approval by a majority of the Oncor board of directors.

Audit Committee

The Audit Committee is a separately-designated standing audit committee, established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. Our Audit Committee is composed of Messrs. Estrada, Gary, Mack, and Mihalik and Mses. Keliher and Newell. Our board of directors has determined that Mr. Estrada is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. Messrs. Estrada, Gary, and Mack and Ms. Keliher are Disinterested Directors under the standards set forth in our Limited Liability Company Agreement and independent directors for purposes of New York Stock Exchange independence standards. Mr. Mihalik is a member director designated by Sempra (through Oncor Holdings) and Ms. Newell is a member director designated by Texas Transmission.

Executive Officers

The names, ages (as of December 7, 2023) and information about our executive officers, as furnished by the executive officers themselves, are set forth below:


Name	Age	Positions and Offices Presently Held	Business Experience (Preceding Five Years)
E. Allen Nye, Jr.	56	Chief Executive and Director	See “—Directors—E. Allen Nye, Jr.” for Mr. Nye’s biographical information.

Joel S. Austin	59	Senior Vice President and Chief Digital Officer	Joel S. Austin has served as our Senior Vice President since March 2018 and as our Chief Digital Officer since February 2019. From May 2010 until March 2018, he served as our Vice President and Chief Information Officer. In his role as Senior Vice President and Chief Digital Officer, Mr. Austin oversees activities including market relations, customer engagement, measurement and billing, as well as the technology function. He joined Oncor in 2008 and has held a leadership position in the information technology function since that time. Prior to joining Oncor in 2008, Mr. Austin served in a number of positions within EFH Corp. and EFH Corp.’s predecessor, including roles in information technology, operations, sourcing management and business development since 1990. Mr. Austin has extensive experience in technology, management consulting, operations, cybersecurity, and global delivery management.

Walter Mark Carpenter	71	Senior Vice President, T&D Operations	Walter Mark Carpenter has served as our Senior Vice President, T&D Operations since October 2011, and in such role is responsible for overseeing transmission grid management operations and Oncor’s interface with ERCOT. Mr. Carpenter also oversees Oncor’s distribution operation centers, as well as Oncor’s distribution management and transmission management systems supporting such operations, and, since March 2018, he has been responsible for Oncor’s environmental and NERC compliance activities. From February 2010 until October 2011 he served as our Vice President and Chief Technology Officer, and from 2008 until February 2010 he served as our Vice President and Chief Information Officer. Mr. Carpenter has served EFH Corp’s predecessor and Oncor for over 40 years and has held various field management and engineering management positions in transmission and distribution. Mr. Carpenter is a registered Professional Engineer in the State of Texas and is a member of the Texas Society of Professional Engineers.


Name	Age	Positions and Offices Presently Held	Business Experience (Preceding Five Years)
Don J. Clevenger	53	Senior Vice President and Chief Financial Officer	Don J. Clevenger has served as our Senior Vice President and Chief Financial Officer since March 2018. From January 2013 until March 2018, he served as our Senior Vice President, Strategic Planning. From February 2010 through December 2012, he served as our Senior Vice President, External Affairs and before that, served as our Vice President, External Affairs from June 2008 until February 2010. Mr. Clevenger also served as our Vice President, Legal and Corporate Secretary from December 2007 to June 2008. Between November 2005 and December 2007, Mr. Clevenger held a leadership position in our company with various legal and regulatory responsibilities. Prior to his transfer to Oncor in November 2005, he was Senior Counsel of the Business Services unit of EFH Corp. since April 2004. Mr. Clevenger was a partner in the law firm of Hunton & Williams LLP (now known as Hunton Andrews Kurth LLP) before he joined EFH Corp.’s predecessor.

Deborah L. Dennis	69	Senior Vice President, Chief Customer Officer and Chief HR Officer	Deborah L. Dennis has served as our Senior Vice President since January 2013, as our Chief Customer Officer since March 2018, and as our Chief HR Officer since February 2020. From January 2013 until February 2020, she also held the title of Senior Vice President, Human Resources & Corporate Affairs. In her role, Ms. Dennis oversees activities including customer service, community relations, economic development initiatives, human resources and corporate affairs. Ms. Dennis has been employed with Oncor and its predecessors and affiliates for over 40 years in a number of corporate and customer service functions, including as Vice President of Corporate Affairs from 2011 to December 2012, and Vice President—Dallas Customer Operations from 2007 to 2011. Ms. Dennis has extensive experience in customer services, human resources, supply chain, outsourcing management and corporate philanthropy.

James A. Greer	63	Executive Vice President and Chief Operating Officer	James A. Greer has served as our Executive Vice President since March 2018 and as Chief Operating Officer since October 2011. Mr. Greer previously served as our Senior Vice President and Chief Operating Officer from October 2011 until March 2018. From October 2007 until October 2011, he served as our Senior Vice President, Asset Management and Engineering and in such role was responsible for the development of strategies, policies and plans for optimizing the value and performance of electric delivery systems and related assets. From 2004 to 2007, Mr. Greer served a similar role as our Vice President. Since joining EFH Corp.’s predecessor in 1984, Mr. Greer has held a number of leadership positions within Oncor and EFH Corp. in such areas as engineering, operations and governmental relations. Mr. Greer is a registered Professional Engineer in the State of Texas and is a member of the Texas Society of Professional Engineers.


Name	Age	Positions and Offices Presently Held	Business Experience (Preceding Five Years)
Angela Y. Guillory	52	Senior Vice President, Human Resources & Corporate Affairs	Angela Y. Guillory has served as our Senior Vice President, Human Resources & Corporate Affairs since February 2020. In her role as Senior Vice President, Human Resources & Corporate Affairs, Ms. Guillory is responsible for Oncor’s human resource and corporate affairs functions, a role she performed as Vice President, Human Resources & Corporate Affairs, from March 2018 until February 2020. From November 2013 to March 2018, Ms. Guillory was Vice President, Customer and Market Operations where she led Oncor’s customer and market relations functions. Ms. Guillory has been with Oncor and its former affiliated companies since joining as an intern in 1990, and throughout her career at Oncor has gained experience in several different departments, including engineering, distribution operations, rates and regulatory, customer experience, and customer and market operations.

Matthew C. Henry	54	Senior Vice President, General Counsel & Secretary	Matthew C. Henry has served as our Senior Vice President, General Counsel and Secretary since March 2018, and in such role is responsible for overseeing all of Oncor’s legal and compliance matters as well as its regulatory and governmental affairs activity. From June 2008 until joining Oncor in March 2018, Mr. Henry practiced law as a partner in the Dallas office of Vinson & Elkins LLP, where he led the firm’s energy regulatory practice and focused on representation of regulated energy companies before state and federal government agencies, including the PUCT, the State Office of Administrative Hearings and the FERC. Prior to joining Vinson & Elkins, Mr. Henry was a partner in the law firm of Hunton & Williams LLP (now known as Hunton Andrews Kurth LLP) from January 2002 until May 2008.

Malia Hodges	46	Senior Vice President and Chief Information Officer	Malia Hodges has served as our Senior Vice President since February 2020 and as our Chief Information Officer since March 2018, and in such role is responsible for Oncor’s technology function. Ms. Hodges previously served a similar role as our Vice President and Chief Information Officer from March 2018 until February 2020. From January 2014 to March 2018, Ms. Hodges served as Director, Technology Program Management Office and in such role was responsible for the strategic execution of Oncor’s technology investment portfolio and organizational change management activities. Prior to joining Oncor in 2014, Ms. Hodges was a management consultant at Sendero Business Services, L.P., where she advised clients, including Oncor, on the implementation of various strategic technology and customer engagement initiatives. Ms. Hodges has experience in technology, management consulting, organizational design and change management, global delivery and operations management, business process design and digital grid operations.

There is no family relationship between any of our executive officers, between any of our directors, or between any executive officer and any director.

Code of Conduct

We maintain certain corporate governance documents on our website at www.oncor.com. Our Code of Conduct can be accessed by selecting “Corporate Governance” in the “Investor Relations” section of the website. Our Code of Conduct applies to all of our employees and officers, including our Chief Executive, Chief Operating Officer, Chief Financial Officer and Controller, and it also applies to our directors, except for provisions pertinent only to employees. Any amendments to, or waivers from, our Code of Conduct that apply to our officers will be posted under “Corporate Governance” in the “Investor Relations” section of our website promptly. Printed copies of the corporate governance documents that are posted on our website are available to any person without charge upon written request to the Corporate Secretary of Oncor Electric Delivery Company LLC at 1616 Woodall Rodgers Freeway, Suite 7E-002, Dallas, Texas 75202-1234.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Overview

In this Compensation Discussion and Analysis, we describe our executive compensation philosophy and the elements of our executive compensation program. We also discuss how the executive officers named in the Summary Compensation Table (our Named Executive Officers) were compensated in 2022. In 2022, our Named Executive Officers, as well as their current titles, were:


Name		Title
E. Allen Nye, Jr.		Chief Executive (CEO)
Don J. Clevenger		Senior Vice President and Chief Financial Officer
Deborah L. Dennis		Senior Vice President, Chief Customer Officer and Chief HR Officer
James A. Greer		Executive Vice President and Chief Operating Officer
Matthew C. Henry		Senior Vice President, General Counsel and Secretary

Role of the Organization and Compensation Committee

Our board of directors has designated an O&C Committee to establish, administer, and assess our executive compensation policies, which include participation in various employee benefit programs. The O&C Committee met three times in 2022 and acted once by unanimous written consent.

The responsibilities of the O&C Committee include:

•

Determining and overseeing executive compensation programs, including making recommendations to our board of directors, when and if board of director approval is required, with respect to the adoption, amendment or termination of incentive compensation, equity-based compensation and other executive compensation and benefit plans, policies and practices;

•

Establishing, reviewing and approving corporate goals and objectives relevant to executive compensation, evaluating the performance of our CEO and other executive officers in light of those goals and objectives and ultimately approving executive compensation based on those evaluations; and

•

Advising our board of directors with respect to the compensation of our Disinterested Directors and non-executive Chairman of the board of directors.

The O&C Committee conducts reviews of the level of individual compensation elements as well as total direct compensation (base salary, annual incentives and long-term incentives) for our executive officers, from time to time as it deems appropriate. The O&C Committee conducted such compensation reviews in the fourth quarter of 2022. In determining the total direct compensation of our executive officers, the O&C Committee considers the performance and responsibilities of the executives and both the competitive market analysis and peer group comparisons of executive compensation provided by a compensation consultant engaged by the O&C Committee. The O&C Committee evaluates the CEO’s performance and obtains the input of the CEO on the performance of executive officers other than the CEO. The CEO assesses the performance of each executive in light of the executive’s business unit and function and presents a performance evaluation and compensation recommendation for each of these individuals to the O&C Committee. The CEO also reviews and considers the competitive market analysis and peer group comparisons in making his recommendation. The O&C Committee determines total direct compensation, including base salary, annual incentive awards and long-term incentive awards, for each of our executive officers as it deems appropriate.

Following the completion of each fiscal year, the O&C Committee (1) approves corporate goals and objectives under our annual and long-term incentive programs for our executive officers for awards for the current fiscal year, and (2) certifies the performance results for incentive payments for performance periods that ended on December 31 of the previous fiscal year. In connection with the annual determination of the incentive awards to be paid to our executive officers other than the CEO, the CEO conducts an annual performance review of each executive officer and evaluates each executive’s performance for the recently completed year relative to the corporate goals and objectives for the previous fiscal year set by the O&C Committee. The CEO then makes recommendations to the O&C Committee with respect to other executive officers’ annual incentive compensation individual performance modifiers. The O&C Committee also annually evaluates the CEO’s performance in light of the goals and objectives for the previous fiscal year set by the O&C Committee. After considering this evaluation, as well as the CEO’s recommendations with respect to the other executive officers, the O&C Committee determines any individual performance modifiers to be applied to the annual incentive award payouts for all of our executive officers.

Compensation Philosophy

Our compensation philosophy, principles and practices are intended to compensate our executives appropriately for their contribution to the attainment of key strategic objectives and to strongly align the interests of our executives, owners, and customers through both short and long-term performance goals. We believe that:

•

Levels of executive compensation should be based upon an evaluation of the performance of our business (particularly through operational metrics) and the individual executive, as well as a comparison to compensation levels of persons with comparable responsibilities in business enterprises of similar size, scale, complexity, risk and performance to us;

•

Compensation plans should balance both short-term and long-term objectives; and

•

The overall compensation program should emphasize variable compensation elements that have a direct link to company and individual performance.

Objectives of Compensation Philosophy

Our compensation philosophy is designed to meet the following objectives:

•

Attracting and retaining high performers;

•

Rewarding company and individual performance by providing compensation levels consistent with the level of contribution and degree of accountability;

•

Aligning performance measures with company goals and allocating a significant portion of compensation to incentive compensation in order to drive the performance of our business;

•

Basing incentive compensation largely on the satisfaction of company operational metrics with the goal of motivating performance towards improving the services we provide our customers; and

•

Creating value for our equity holders and promoting the long-term performance of the company.

Elements of Compensation

In an effort to achieve our compensation objectives, we have established a compensation program for our executives that principally consists of:

•

Base salary;

•

Short-term incentives through the opportunity to earn an annual performance bonus pursuant to the Oncor Electric Delivery Company LLC Eighth Amended and Restated Executive Annual Incentive Plan (Executive Annual Incentive Plan);

•

Long-term incentives through awards under the Oncor Electric Delivery Company LLC Long-Term Incentive Plan as amended and restated effective December 31, 2022 (Long-Term Incentive Plan);

•

Deferred compensation and retirement plans through (1) the opportunity to participate in a participant-directed defined contribution qualified savings plan (thrift plan) and a salary deferral program (Salary Deferral Program) and receive certain company matching contributions, (2) a defined benefit retirement plan and a supplemental retirement plan, and (3) an employer-paid subsidy for health coverage upon the executive’s retirement from Oncor for executives hired prior to January 1, 2002;

•

Perquisites and other benefits;

•

Contingent payments through an executive change of control policy and an executive severance plan; and

•

In certain instances, discretionary bonuses and retention agreements.

For more information about the incentive and other benefit plans available to our executives see “—Compensation Elements” below and the compensation tables and the accompanying narratives immediately following this “Compensation Discussion and Analysis.”

Compensation Consultant

PricewaterhouseCoopers LLP (PricewaterhouseCoopers), a compensation consultant, was engaged by the O&C Committee from 2014 to 2022 to advise and report to the O&C Committee on executive compensation and certain director fee matters. In October 2022, the O&C Committee engaged PricewaterhouseCoopers to advise and report on executive compensation and compensation with respect to our Disinterested Directors and non-Executive Chairman of the board of directors, including a competitive market analysis and a peer group comparison, as discussed in more detail under “—Compensation Benchmarking and Market Data” below. PricewaterhouseCoopers and its affiliates also provide consulting and related services to Oncor with respect to human resources, tax, internal audit, compliance and other matters.

Compensation Benchmarking and Market Data

While we try to ensure that the greater part of an executive officer’s compensation is directly linked to the executive’s individual performance and Oncor’s operational performance, we also seek to set our executive compensation program in a manner that is competitive with that of our peer group and market compensation survey data in order to promote retention of key personnel and to attract high-performing executives from outside our company. As a result, the O&C Committee annually conducts a compensation benchmarking review of our executive officers.

October 2021 Annual Survey and Peer Group Analysis

In the fourth quarter of 2021, the O&C Committee assessed total direct compensation of our executives against a number of companies in the utility industry, including transmission/distribution utilities and fully integrated utilities, using both competitive market survey data and peer group comparisons prepared by PricewaterhouseCoopers. For purposes of the 2021 assessment, PricewaterhouseCoopers completed a competitive market analysis of executive compensation for the O&C Committee in October 2021. This competitive market analysis involved a review of competitive market survey data from a nationally recognized energy services executive compensation report for 2021 using our size (based on our 2020 annual revenues) and our industry (utilities; energy sector), and a review of each of our executives’ total direct compensation against similarly situated executives within that competitive market survey group. For purposes of the competitive market analysis, PricewaterhouseCoopers adjusted the competitive market survey data upward or downward as they deemed appropriate to reflect the increased or decreased scope of duties of certain Oncor executives as compared to similarly situated executives within the competitive market survey group, including upward adjustments to the survey data applied to each of Messrs. Clevenger and Henry and Ms. Dennis to reflect their additional responsibilities versus comparable positions. In addition, to better reflect our competitive position versus the market, the long-term incentive competitive market survey data was adjusted by PricewaterhouseCoopers to include the addition of a premium to approximate the value difference after three years between the cash long-term incentives we offer our executives and the equity long-term incentives offered by most of our peers. The competitive market survey data was also aged from the reporting date to January 1, 2022, using an annual rate of 3.0%, which was the projected increase factor for 2021 for officers and executives based on a nationally recognized salary budget survey. The PricewaterhouseCoopers competitive market analysis compared the compensation elements for each of our executives to the 50^th percentile of the adjusted competitive market survey data with respect to base salary, target total cash compensation (base salary and target cash annual incentives) and target total direct compensation (base salary, target cash annual incentives and long-term incentives). The PricewaterhouseCoopers competitive market analysis also compared the target cash annual incentives and long-term incentives for each of our executives to the 50^th and 75^th percentiles of the adjusted competitive market survey data.

In addition to the competitive market analysis for utilities in the national marketplace, PricewaterhouseCoopers also provided publicly available data for a subset of these utilities, a peer group of transmission/distribution utility companies as well as fully integrated utility companies based on relevant industry classification codes and filters identifying companies similar to Oncor based on business operations, revenue, and other objective criteria, including potential competition for talent. PricewaterhouseCoopers recommended keeping the companies from the 2020 peer group for the 2021 peer group with the exception of El Paso Electric Co., as they ceased providing public compensation disclosures. Oncor’s size, based on 2020 revenues, was in the 48^th percentile of this peer group. PricewaterhouseCoopers provided information on base salary, target annual incentives, target total cash compensation, long-term incentives and target total direct compensation with respect to the chief executive officer, chief financial officer, chief operating officer, general counsel and three highest paid executives (excluding the chief executive officer and chief financial officer) at each of the 2021 peer group companies (to the extent such data was available), along with comparisons of each such executive to the comparable Oncor executive using regression analysis based on Oncor’s revenue size, the addition of a premium to reflect the value difference between the cash long-term incentives we offer our executives and the equity long-term incentives offered by most of our peers, and the addition of a premium on the general counsel role to reflect the additional scope of responsibilities held by our general counsel. For purposes of the peer group review, executives with less than a full year of compensation in their respective role were excluded from the applicable comparison, and peer group retention bonuses and sign-on bonuses were disregarded. The peer group consisted of 15 companies, all of which were used in PricewaterhouseCoopers’ 2020 study:


Alliant Energy	Cleco Power LLC	IdaCorp Inc.
Ameren Corp.	CMS Energy Corp.	ITC Holdings Corp.
American Electric Power Co., Inc.	Consolidated Edison, Inc.	OGE Energy Corp.
Avangrid Inc.	Evergy Inc.	Pinnacle West Capital
CenterPoint Energy, Inc.	Eversource Energy	Portland General Electric Co.

The O&C Committee reviewed and considered both the 2021 peer group data and the competitive market analysis, along with individual performance and responsibilities, when determining total direct compensation, as well as each element of total direct compensation. For each executive, the O&C Committee targeted total direct compensation, including target payouts under annual and long-term incentive awards, at approximately the 50th percentile of the adjusted competitive market survey data for that executive’s position. With respect to long-term incentives, the O&C Committee also considered the cost of equity differential between Oncor’s long-term incentive program, which offers cash awards, versus equity-based long-term incentive awards, which are more common among the peer group. The competitive market analysis indicated that the aggregate target total direct compensation of certain of our executives (including Messrs. Nye and Clevenger) was generally below the 50^th percentile of the adjusted competitive market survey data, with all individual Named Executive Officers within 7% above or 8% below the 50^th percentile.

After consideration of the PricewaterhouseCoopers studies and each executive’s individual performance and responsibilities, in October 2021 the O&C Committee increased the base salaries of all Named Executive Officers effective November 26, 2021, awarded individual performance modifiers for the 2021 plan year under the Executive Annual Incentive Plan for Messrs. Nye, Greer and Henry, and increased the long-term incentive target percentages for Messrs. Nye and Clevenger effective January 1, 2022. No changes were made to the target annual incentives of our Named Executive Officers under the Executive Annual Incentive Plan.

October 2022 Annual Survey and Peer Group Analysis

In the fourth quarter of 2022, the O&C Committee assessed total direct compensation of our executives against a number of companies in the utility industry, including transmission/distribution utilities and fully integrated utilities, using both competitive market survey data and peer group comparisons prepared by PricewaterhouseCoopers. For purposes of the 2022 assessment, PricewaterhouseCoopers completed a competitive market analysis of executive compensation for the O&C Committee in October 2022. This competitive market analysis involved a review of competitive market survey data from a nationally recognized energy services executive compensation report for 2022 using our size (based on our 2021 annual revenues) and our industry (utilities; energy sector), and a review of each of our executives’ total direct compensation against similarly situated executives within that competitive market survey group. For purposes of the competitive market analysis, PricewaterhouseCoopers adjusted the competitive market survey data upward or downward as they deemed appropriate to reflect the increased or decreased scope of duties of certain Oncor executives as compared to similarly situated executives within the competitive market survey group, including upward adjustments to the survey data applied to each of Messrs. Clevenger and Henry and Ms. Dennis to reflect their additional responsibilities versus comparable positions. In addition, to better reflect our competitive position versus the market, the long-term incentive competitive market survey data was adjusted by PricewaterhouseCoopers to include a premium to approximate the value difference after three years between the cash long-term incentives we offer our executives and the equity long-term incentives offered by most of our peers. The competitive market survey data was also aged from the reporting date to January 1, 2023, using an annual rate of 4.0%, which is the projected increase factor for 2022 for officers and executives based on a nationally recognized salary budget survey. The PricewaterhouseCoopers competitive market analysis compared the compensation elements for each of our executives to the 50^th percentile of the adjusted competitive market survey data with respect to base salary, target total cash compensation (base salary and target cash annual incentives) and target total direct compensation (base salary, target cash annual incentives and long-term incentives). The PricewaterhouseCoopers competitive market analysis also compared the target cash annual incentives and long-term incentives for each of our executives to the 50^th and 75^th percentiles of the adjusted competitive market survey data.

In addition to the competitive market analysis for utilities in the national marketplace, PricewaterhouseCoopers also provided publicly available data for a subset of these utilities, a peer group of transmission/distribution utility companies as well as fully integrated utility companies based on relevant industry classification codes and filters identifying companies similar to Oncor based on business operations, revenue, and other objective criteria, including potential competition for talent. PricewaterhouseCoopers recommended keeping the companies from the 2021 peer group for the 2022 peer group. Oncor’s size, based on 2021 revenues, was in the 47^th percentile of this peer group. PricewaterhouseCoopers provided information on base salary, target annual incentives, target total cash compensation, long-term incentives and target total direct compensation with respect to the chief executive officer, chief financial officer, chief operating officer, general counsel and three highest paid executives (excluding the chief executive officer and chief financial officer) at each of the 2022 peer group companies (to the extent such data was available), along with comparisons of each such executive to the comparable Oncor executive using regression analysis based on Oncor’s revenue size, the addition of a premium to reflect the value difference between the cash long-term incentives we offer our executives and the equity long-term incentives offered by most of our peers, and the addition of a premium on the general counsel role to reflect the additional scope of responsibilities held

by our general counsel. For purposes of the peer group review, one time payments granted pursuant to an offer letter and one-time retention bonuses were disregarded. The peer group consisted of 15 companies, all of which were used in PricewaterhouseCoopers’ 2021 study:


Alliant Energy	Cleco Power LLC	IdaCorp Inc.
Ameren Corp.	CMS Energy Corp.	ITC Holdings Corp.
American Electric Power Co., Inc.	Consolidated Edison, Inc.	OGE Energy Corp.
Avangrid Inc.	Evergy Inc.	Pinnacle West Capital
CenterPoint Energy, Inc.	Eversource Energy	Portland General Electric Co.

The O&C Committee reviewed and considered both the 2022 peer group data and the competitive market analysis, along with individual performance and responsibilities, when determining total direct compensation, as well as each element of total direct compensation. For each executive, the O&C Committee targeted total direct compensation, including target payouts under annual and long-term incentive awards, at approximately the 50th percentile of the adjusted competitive market survey data for that executive’s position. With respect to long-term incentives, the O&C Committee also considered the cost of equity differential between Oncor’s long-term incentive program, which offers cash awards, versus equity-based long-term incentive awards, which are more common among the peer group. The competitive market analysis indicated that the aggregate target total direct compensation of certain of our executives (including Messrs. Nye, Greer and Henry) was generally below the 50^th percentile of the adjusted competitive market survey data, with all individual Named Executive Officers within 4% above or 4% below the 50^th percentile.

As described further below, after consideration of the PricewaterhouseCoopers studies and each executive’s individual performance and responsibilities, in October 2022 the O&C Committee increased the base salaries of all Named Executive Officers effective November 26, 2022. No changes were made to the target annual incentives of our Named Executive Officers under the Executive Annual Incentive Plan or the long-term incentives target percentages for our Named Executive Officers effective January 1, 2023.

Compensation Elements

A significant portion of each executive officer’s compensation is variable, at-risk and directly linked to achieving company performance objectives set by the O&C Committee, which are intended to strongly align the interests of our executives, owners, and customers (both our direct customers and the communities we serve) in order to promote the long-term success of our company. Other factors impacting compensation include individual performance, scope of responsibilities, retention risk, and market compensation data. None of these other factors are assigned individual weights, but are considered together. The company has no policies or formula for allocating compensation among the various elements. The following is a description of the principal compensation components provided to our executives.

Base Salary

We believe that base salary should be commensurate with the scope and complexity of each executive’s position, the level of responsibility required, and demonstrated performance. We also believe that a competitive level of base salary is required to attract and retain qualified talent.

As part of its review of total direct compensation for our executive officers, the O&C Committee reviews and determines executive officers’ base salaries periodically as it deems appropriate. The periodic review includes the O&C Committee’s review of the most recent competitive market analysis of our executive compensation and comparison to our peer group. Our CEO also reviews this analysis, along with the performance and level of responsibility of each executive officer, and makes recommendations to the O&C Committee regarding any salary changes for those executive officers, other than himself. The O&C Committee may also approve salary increases as a result of an executive’s performance, promotion or a significant change in an executive’s responsibilities.

The 2022 competitive market analysis prepared by PricewaterhouseCoopers indicated that the base salary of certain of our executives, including Mr. Henry and Ms. Dennis, was below the 50th percentile of the 2022 adjusted competitive market survey data for their respective positions. For each of Messrs. Clevenger and Henry and Ms. Dennis, whose roles involve responsibilities in addition to the duties traditionally associated with the chief financial officer, general counsel, and chief human resources officer, respectively, the competitive market survey data included the addition of a premium to address their respective additional responsibilities. These additional responsibilities consist of oversight of corporate strategy for Mr. Clevenger, oversight of regulatory affairs, risk, and environmental, social, and governance matters for Mr. Henry, and chief customer officer duties for Ms. Dennis. The base salaries of Messrs. Nye, Greer, and Clevenger were slightly above the 50^th percentile of the 2022 adjusted competitive market survey data for their respective positions (1%, 4% and 1%, respectively, above the 50^th percentile). After considering the results of the 2022 competitive market analysis and individual performance and responsibilities, the O&C Committee increased the base salary of each of our Named Executive Officers, effective November 26, 2022, as described below.

Annual Base Salary for Named Executive Officers

The annual base salaries of our Named Executive Officers at December 31, 2022 were as follows:


Name	Current Title	At December 31, 2022⁽¹⁾
E. Allen Nye, Jr.	Chief Executive	$	1,145,000
Don J. Clevenger	Senior Vice President and Chief Financial Officer	$	652,000
Deborah L. Dennis	Senior Vice President, Chief Customer Officer and Chief HR Officer	$	476,000
James A. Greer	Executive Vice President and Chief Operating Officer	$	664,000
Matthew C. Henry	Senior Vice President, General Counsel and Secretary	$	651,000

(1)

Annual base salaries were increased effective November 26, 2022 as follows: Mr. Nye increased from $1,080,000 to $1,145,000; Mr. Clevenger increased from $615,000 to $652,000; Ms. Dennis increased from $449,000 to $476,000; Mr. Greer increased from $626,000 to $664,000; and Mr. Henry increased from $614,000 to $651,000.

Executive Annual Incentive Plan

The O&C Committee and our CEO are responsible for administering the Executive Annual Incentive Plan. The award targets under the Executive Annual Incentive Plan are established on a company-wide basis and the O&C Committee seeks to set these targets at performance challenging levels. The O&C Committee determines annual target award percentages for executives based on executive responsibilities and performance goals, an evaluation of the most recent competitive market analysis conducted by PricewaterhouseCoopers, and, with respect to executives other than our CEO, recommendations from our CEO. In making his recommendations to the O&C Committee regarding target award percentages, our CEO assesses the performance of each executive against the goals of the executive’s business unit and function and reviews the competitive market analysis. Executive Annual Incentive Plan awards are based on a target payout, which is set as a percentage of a participant’s base salary and is based on both the performance of Oncor and individual participant performance. The annual incentive target payout for each executive is based on the O&C Committee’s review of the executive’s responsibilities and consideration of the 50^th percentile of the target total direct compensation of executives with similar responsibilities from the competitive market analysis and, where available, peer group data provided by PricewaterhouseCoopers. After considering the results of this review, the O&C Committee did not make any changes to the annual incentive target payout for any of the Named Executive Officers.

Executive officer awards under the Executive Annual Incentive Plan are determined based on (1) the achievement of certain threshold, target, superior, and/or aspirational performance levels or such other performance levels of any operational or other metrics that the O&C Committee elects to apply, which we sometimes refer to as the final funding percentage, (2) the target award levels of participants in the Executive Annual Incentive Plan, and (3) any individual performance modifiers the O&C Committee elects to apply to an executive.

For 2022, the O&C Committee used four operational metrics to determine a final funding percentage. The operational metrics the O&C Committee established for 2022 reflect its belief that annual incentives should be based on achievement of operational metrics that are strategic to the company and also benefit our customers. The purpose of these operational metrics, which are based on safety, reliability, operational efficiency and infrastructure readiness, are to promote enhancement of our services to customers. The table below sets forth these operational metrics in further detail.


Operational Metric	Description	Purpose
Safety	Number of employee injuries using a Days Away, Restricted or Transferred (DART) rate with a modifier for fatalities resulting from a safety violation.	Promotes the health and welfare of our employees. Lowering the number of accidents also reduces our operating costs, which in turn contributes to lower rates for our customers.

Reliability	Non-storm System Average Interruption Duration Index (SAIDI), which measures the average number of minutes electric service is interrupted per customer in a year. Since weather can greatly impact reliability and is outside of our control, the reliability metric measures SAIDI on a non-storm, weather-normalized basis.	Promotes our commitment to minimizing service interruptions to our customers, as the lower the SAIDI level for the year, the greater our customers’ service level and satisfaction.

Operational Efficiency	Based on the achievement of targeted operation and maintenance expense (O&M) and sales, general and administrative expense (SG&A) levels determined on a per customer cost basis.	Promotes lower rates for our customers by keeping O&M and SG&A low. For executives, this metric also promotes operating within annual O&M and SG&A budgets.

Infrastructure Readiness	Measured by a metric based on capital expenditure per three year average kW peak; expressed as a cumulative percentage.	Promotes enhanced service to our customers by focusing on the improvement of our facilities through achievement of the capital plan. For executives, this metric also promotes operating in a disciplined fashion to achieve the capital expenditure budget.

Safety and reliability metrics are measured based on company performance as compared generally to certain utility industry operating companies, operational efficiency is measured based on operating within the annual O&M and SG&A budgets, and infrastructure readiness is measured based on making the requisite capital expenditures per kW in accordance with the budgeted amount. The O&C Committee set the safety and reliability performance threshold and superior levels as amounts to be calculated based on industry performance in order to better accomplish Oncor’s goal of being an industry leader in these areas, with an aspirational safety goal set to reflect goals management would like the company to strive to achieve. For additional information regarding the weighting of these operational metrics, see the narrative immediately following the Grants of Plan-Based Awards – 2022 table below.

For 2022, the final funding percentage was 132.6% based on the performance levels achieved for these operational metrics. For more information on this calculation and the performance under each operational metric, see the narrative immediately following the Grants of Plan-Based Awards – 2022 table below.

To calculate an executive officer’s actual award amount, the executive officer’s target award, which is computed as a percentage of actual base salary, is multiplied by the final funding percentage and any individual performance modifier. The individual performance modifier is based on reviews and evaluations of the executive officer’s performance by the CEO and the O&C Committee (or solely the O&C Committee in the case of our CEO) and may adjust an award upward or downward. Factors used in determining individual performance modifiers may include new or unexpected responsibilities, company achievement of operational measures, company objectives, individual management and other goals, specific job objectives and competencies, the demonstration of team building and support attributes and general demeanor and behavior. The CEO and the O&C Committee (or solely the O&C Committee in the case of our CEO) do not assign these factors individual weights, but consider them together. Each executive officer’s individual performance modifier is set by the O&C Committee within a range determined in its discretion. The O&C Committee did not apply any individual performance modifiers to Named Executive Officers for 2022 plan year awards.

The following table provides a summary of the 2022 targets and actual awards for each Named Executive Officer. All awards under the Executive Annual Incentive Plan are made in the form of lump sum cash payments to participants by March 15 of the year following the plan year to which the award relates.

2022 Annual Incentives (Paid in 2023) for Named Executive Officers


Name	Target Payout Opportunity (% of Base Salary)	Target Award ($ Value)		Actual Award ($)⁽¹⁾		Actual Award (% of Target)
E. Allen Nye, Jr.	100%		1,085,415		1,439,260		132.6	%
Don J. Clevenger	65%		401,753		532,724		132.6	%
Deborah L. Dennis	65%		293,312		388,932		132.6	%
James A. Greer	65%		408,958		542,278		132.6	%
Matthew C. Henry	65%		401,103		531,863		132.6	%

(1)	Actual awards reflect the applicable target award multiplied by the final funding percentage of 132.6%. The O&C Committee did not apply any individual performance modifiers to Named Executive Officers for 2022 plan year awards.

Long-Term Incentives

The purpose of our long-term incentive program, which currently consists of the Long-Term Incentive Plan, is to promote the long-term interests and growth of Oncor by attracting and retaining management and other key personnel. Our long-term incentive program was developed to enable us to be competitive in our compensation practices. It was also developed to reflect our belief that the opportunity to benefit from positive long-term performance of the company motivates our management to work towards the long-term success of our business and align management’s interests with those of our customers and equity holders.

The Long-Term Incentive Plan encourages retention of executive officers and other key employees by stipulating performance periods of generally 36 months. We also believe that these multi-year performance periods encourage participants to strive for the long-term, sustained success of the company. The nature of the performance targets also ensures that participants strive towards the applicable performance goals.

Our board of directors delegated administration of the Long-Term Incentive Plan to the O&C Committee. Our executive officers and any other key employees of the company or its subsidiaries designated by the O&C Committee are eligible to participate. The plan provides for cash awards to be paid after completion of a performance period based on achievement of certain stated performance goals. A performance period under the Long-Term Incentive Plan is the 36 month period beginning each January 1, unless otherwise determined by the O&C Committee in its sole discretion. The initial participants for each performance period shall be determined by the O&C Committee within a reasonable period of time after the commencement date of a performance period, but in no event later than six months after the commencement date of such performance period; although additional participants for a performance period may be determined by the O&C Committee after the selection of initial participants for that performance period. Performance goals consist of one or more specific performance objectives established by the O&C Committee in its discretion within a reasonable period of time after the commencement date of a performance period, but in no event later than six months after the commencement of the applicable performance period. Performance goals may be designated with respect to the company as a whole or one or more operating units. Performance goals may also be determined on an absolute basis or on the basis of internal goals, levels attained in prior years, other companies or indices, or as ratios expressing relationships between two or more performance goals. For 2022 grants, the O&C Committee set the performance targets on a company-wide basis and at levels it believes are performance challenging.

The long-term incentive target payout for each executive is set so that the target total direct compensation is near the 50th percentile of the target total direct compensation for executives with similar responsibilities among the 2022 competitive market analysis group (with a 25% premium included in the 2022 competitive market survey data to reflect the approximate value difference between our cash grants and the long-term equity grants issued by most of our peer group). After considering the results of this review, the O&C Committee did not make any changes to the long-term incentive target payout for any of the Named Executive Officers effective January 1, 2023.

The O&C Committee determined that the performance goals used for the Long-Term Incentive Plan awards granted in 2022 for the 2022-2024 performance period consist of: (1) the aggregate weighted operational performance goal percentage consisting of (a) a safety metric based on the number of employee injuries using a DART rate with a modifier for fatalities as a result of a safety violation, and (b) a reliability metric measured by non-storm SAIDI, added to (2) a net income growth metric measuring the actual percentage of net income growth (weather normalized and excluding certain items outside of the ordinary course of business as approved by the O&C Committee) during the performance period, using the adjusted net income for the 2021 fiscal year as the baseline value and the adjusted net income of the final year of the three year performance period as the ending value. The safety and reliability metrics are sometimes referred to as the operational metrics or operational performance goals, and the net income growth metric is sometimes referred to as the net income growth adder. For additional information regarding the weighting of the operational metrics, see the narrative immediately following the Grants of Plan-Based Awards – 2022 table below.

The O&C Committee set the safety and reliability performance threshold and superior levels based on industry performance, with an aspirational safety goal set to reflect management’s goals, as it believed performance over the measurement period for those metrics is consistent with the company’s strategic objectives. The achievement of threshold, superior and/or aspirational levels, where applicable, results in funding for a specific operational metric of 50%, 150% and 200%, respectively. Once the threshold level has been achieved, actual results between each level result in a funding percentage based on the percentage of the target achieved, determined on a straight line interpolation basis. Based on the weighting for each of the safety and reliability metric, an aggregate weighted operational performance goal percentage is determined.

The final funding percentage for long-term incentive awards granted in 2022 is the sum of the aggregate weighted operational performance goal percentage and the net income growth adder. The amount of each Long-Term Incentive Plan award granted is then determined based on the product of the final funding percentage, multiplied by the target opportunity dollar amount stated in each individual award letter.

The plan also gives the O&C Committee the discretion to adjust long-term awards to prevent unintended dilution or enlargement as a result of certain extraordinary events. For each operational metric, the O&C Committee may set threshold, superior and aspirational levels of attainment and the manner of calculating the award amounts at each level (such as a specified dollar amount or a percentage or multiple of base salary). However, the Long-Term Incentive Plan provides that the maximum award payable for a performance period shall not exceed 150% of the target award.

For a more detailed description of the Long-Term Incentive Plan, including the long-term incentive awards granted in 2020 and the actual performance levels achieved for the 2020-2022 performance period, refer to the narrative that follows the Grants of Plan-Based Awards – 2022 table below.

Long-Term Incentive Awards Granted in 2022 with a 2022 – 2024 Performance Period (Payable in 2025)

The following table provides a summary of the target awards granted to each Named Executive Officer in February 2022. All awards under the Long-Term Incentive Plan are to be made in the form of lump sum cash payments to participants on or before April of the year following the last year of the performance period. For target awards granted in 2022, awards are payable on or before April 1, 2025.

2022 Target Long-Term Incentive Award Grants (Payable in 2025) for Named Executive Officers


Name	Target Award ($ Value)
E. Allen Nye, Jr.		3,888,000
Don J. Clevenger		1,137,750
Deborah L. Dennis		466,960
James A. Greer		1,158,100
Matthew C. Henry		903,808

Long-Term Incentive Awards Granted in 2020 with a 2020 – 2022 Performance Period (Paid in 2023)

In February 2023, the O&C Committee certified the level of attainment of performance goals established for long-term incentive awards granted in 2020 with a performance period that ended on December 31, 2022. Pursuant to the terms of the 2020 long-term incentive awards, the amount of each award was determined based on the product of the final funding percentage for long-term incentive awards granted in 2020 certified by the O&C Committee in February 2023 and the target opportunity dollar amount stated in each individual award agreement. The final funding percentage is the sum of the aggregate weighted operational performance goal percentage and the net income growth adder. For long-term incentive awards granted in 2020, this total was 160.2%. However, since the maximum funding percentage under the Long-Term Incentive Plan is 150%, the O&C Committee certified a final funding percentage for long-term incentive awards granted in 2020 of 150.0%, resulting in the long-term incentive awards as set forth below for the Named Executive Officers. See “—Compensation Tables—Long-Term Incentive Plan—2020 Grants of Long-Term Incentive Awards” for a discussion of the performance metrics and the performance goals achieved for the 2020-2022 performance period that were certified by the O&C Committee.

2020 - 2022 Performance Period Long-Term Incentive Awards (Paid in 2023) for Named Executive Officers

in Office at December 31, 2022


Name	Actual Award ($ Value)
E. Allen Nye, Jr.		4,743,375
Don J. Clevenger		1,422,750
Deborah L. Dennis		542,976
James A. Greer		1,576,200
Matthew C. Henry		1,229,856

In accordance with the terms of the plan, these amounts were paid to the Named Executive Officers prior to April 1, 2023.

For a more detailed description of the Long-Term Incentive Plan, refer to the narrative that follows the Grants of Plan-Based Awards – 2022 table below.

Deferred Compensation and Retirement Plans

Our executive compensation package includes the ability to participate in the Salary Deferral Program, Oncor’s thrift plan, the Oncor Retirement Plan and the Supplemental Retirement Plan, and, for executives hired before January 1, 2002, subsidized retiree health care coverage. We believe that these programs, which are common among companies in the utility industry, are important to attract and retain qualified executives.

Salary Deferral Program

Oncor executive officers are eligible to participate in a Salary Deferral Program that allows employees to defer a portion of their salary and annual incentive award and to receive a matching award based on their salary deferrals. Executives can currently defer up to 50% of their base salary and up to 85% of any annual incentive award. At the executive officer’s option the deferral period can be set for seven years, until retirement or a combination of both. Oncor generally matches 100% of deferrals up to 8% of base salary deferred under the program. Oncor does not match deferred annual incentive awards. Matching contributions vest at the earliest of seven years after the deferral date, termination without cause, retirement at the age of 62 or later, death, disability or termination for good reason following a change in control of Oncor (as defined in the Salary Deferral Program). The program encourages employee retention as, generally, participants who terminate their employment with us prior to the seven year vesting period forfeit our matching contribution to the program.

Additionally, Oncor, at the direction of the O&C Committee, can make additional discretionary contributions into a Salary Deferral Program participant’s account. Discretionary contributions made into a Salary Deferral Program participant’s account by Oncor vest as determined by the O&C Committee.

Refer to the narrative that follows the Nonqualified Deferred Compensation – 2022 table below for a more detailed description of the Salary Deferral Program.

Thrift Plan

All eligible employees of Oncor may contribute a portion of their regular salary or wages to the thrift plan and Oncor matches a portion of an employee’s contributions. This matching contribution is 75% of the employee’s contribution up to 6% of the employee’s salary for employees covered under the traditional defined benefit component of the Oncor Retirement Plan, and 100% of the employee’s contribution up to 6% of the employee’s salary for employees covered under the cash balance component of the Oncor Retirement Plan. All matching contributions are invested in thrift plan investments as directed by the participant and are immediately vested. For a more detailed description of the thrift plan, see Note 9 to Annual Financial Statements.

Retirement Plan

All Oncor employees are eligible to participate in the Oncor Retirement Plan, which is qualified under applicable provisions of the Code. The Oncor Retirement Plan contains both a traditional defined benefit component and a cash balance component. Effective January 1, 2002, the defined benefit plan changed from a traditional final average pay design to a cash balance design. This change was made to better align the retirement program with competitive practices. All participants were extended an opportunity to remain in the traditional program component or transition to the cash balance component. Ms. Dennis and Mr. Greer elected to remain in the traditional program. All employees employed after January 1, 2002 who

have completed one year of service with the company are eligible to participate only in the cash balance component. As a result, Messrs. Nye, Clevenger, and Henry participate under the cash balance component. For a more detailed description of the Oncor Retirement Plan, refer to the narrative that follows the Pension Benefits table below and Note 9 to Annual Financial Statements.

Supplemental Retirement Plan

Oncor executives participate in the Supplemental Retirement Plan. The Supplemental Retirement Plan provides for the payment of retirement benefits that:

•

Would otherwise be capped by the Code’s statutory limits for qualified retirement plans;

•

Include Executive Annual Incentive Plan awards in the definition of earnings (for participants in the traditional program component only); and/or

•

Oncor is obligated to pay under contractual arrangements.

For a more detailed description of the Supplemental Retirement Plan, refer to the narrative that follows the Pension Benefits table below.

Retiree Health Care

Employees hired by Oncor (or a predecessor) prior to January 1, 2002 are generally entitled to receive an employer-paid subsidy for retiree health care coverage upon their retirement from Oncor. As such, Ms. Dennis and Mr. Greer will be entitled to receive a subsidy from Oncor for retiree health care coverage upon their retirement from Oncor. Messrs. Nye, Clevenger, and Henry were hired after January 1, 2002 and are not eligible for the employer subsidy.

Perquisites and Other Benefits

Perquisites provided to our executive officers are intended to serve as part of a competitive total compensation program and to enhance our executives’ ability to conduct company business. Perquisites do not include personal use of company property or services for which we are reimbursed for the incremental cost to the company of personal use. In addition, Oncor offers its executive officers the ability to participate in benefit plans for medical, dental and vision insurance, group term life insurance and accidental death and disability insurance, as well as certain other health and welfare benefits, which are generally made available to all employees at the company. For a description of the total amount of perquisites for each of our Named Executive Officers, refer to Footnote 3 in the Summary Compensation Table below.

The following is a summary of benefits offered to our executive officers that are not available to all employees:

Executive Financial Planning: All executive officers are eligible to receive executive financial planning services. These services are intended to support them in managing their financial affairs, which we consider especially important given the high level of time commitment and performance expectation required of our executives. Furthermore, these services help ensure greater accuracy and compliance with individual tax regulations.

Executive Physical Health Exam: All executive officers are also eligible to receive an annual physical examination. We recognize the importance of the health of our senior management team and the vital leadership role they play in directing and operating the company. Our executive officers are important assets of the company and this benefit is designed to help ensure their health and long-term ability to serve the company.

Country Club/Luncheon Club Membership: Certain executive officers are entitled to reimbursement of country club or luncheon club memberships if the company determines that a business need exists for the executive’s memberships, as such clubs provide those officers with a setting for cultivating business relationships and interacting with key community leaders and officials.

Travel and Security: We may pay travel and security expenses for executives related to service on certain third-party boards of directors or, in rare instances of personal travel or personal security, when we believe necessary for the health, safety and welfare of the executive. These expenses could include personal security, including at their personal residence, and non-commercial aircraft flights when we deem there to be a heightened safety or security risk and/or to enhance an executive’s ability to conduct Oncor business. The incremental cost to Oncor of personal security consists of actual invoiced amounts to Oncor for security provided to the executives. The incremental cost to Oncor of non-commercial flights consists of actual invoiced incremental costs for each flight pursuant to Oncor’s contracts with non-commercial aircraft providers minus any amounts reimbursed or reimbursable by the executive or a third party. From time to time an executive’s spouse and/or children may accompany the executive on a business trip. To the extent the spouse’s travel results in an incremental cost to the company, we may pay the incremental costs for the executive’s spouse to travel with the executive, if their presence contributes to the business purpose. However, any incremental costs incurred by Oncor with respect to expenses for an executive’s children to accompany the executive must be fully reimbursed by the executive.

Event Tickets and Recreational Activities: We lease a suite at a sports arena and purchase sponsorships and season and other tickets to sporting, entertainment, and cultural events for business purposes. From time to time, employees, including our executive officers, may have personal use of the suite and/or these tickets, and in most instances such personal use results in no incremental cost to Oncor. In limited instances we may pay the incremental costs associated with personal use of additional tickets or other costs associated with sporting, entertainment and cultural events outside of our existing suite lease, sponsorship, or season ticket arrangements. In limited situations we may also reimburse certain executives for personal recreational activities.

Compensatory Agreements and Discretionary Bonuses

The O&C Committee has from time to time approved retention and performance bonus agreements for certain executives. No such agreements were in effect during 2022. In addition to the Executive Annual Incentive Plan and the Long-Term Incentive Plan, the O&C Committee also has the ability to award discretionary bonuses to executives in its discretion to recognize individual achievements. No such discretionary bonuses were awarded to our Named Executive Officers with respect to performance for the year ended December 31, 2022.

Individual Named Executive Officer Compensation

CEO Compensation

E. Allen Nye, Jr.

The following is a summary of Mr. Nye’s individual compensation for 2022. Mr. Nye is our CEO.

Base Salary: Mr. Nye’s base salary was increased effective November 26, 2022 from $1,080,000 to $1,145,000 as a result of the O&C Committee’s annual review of executive compensation discussed above under “—Overview—Compensation Benchmarking and Market Data—October 2022 Annual Survey and Peer Group Analysis.”

Annual Incentives: In 2023, the O&C Committee awarded Mr. Nye $1,439,260 pursuant to the Executive Annual Incentive Plan, reflecting the result of Oncor’s 2022 performance, as well as Mr. Nye’s individual performance in 2022. The O&C Committee evaluated his overall leadership of the company, particularly his management of the company through significant ongoing service territory growth during a period of inflationary pressures and rising interest rates, record summer temperatures and other significant weather events, filing of the company’s first comprehensive base rate review proceeding since 2017, as well as his continued focus on company diversity, equity, and inclusion efforts. For more detailed information on the calculation of Executive Annual Incentive Awards, see “—Compensation Elements—Executive Annual Incentive Plan” above and the Grants of Plan-Based Awards – 2022 table and related narrative below.

Long-Term Incentives: In 2022, Mr. Nye was granted a Long-Term Incentive Plan target award of $3,888,000 for the performance period of January 1, 2022 through December 31, 2024. Actual awards will be based on the Company’s achievement of approved performance goals and are payable on or before April 1, 2025. In February 2023, the O&C Committee certified the results of performance goals for Long-Term Incentive Plan awards granted in 2020 for the January 1, 2020 – December 31, 2022 performance period. Mr. Nye’s Long-Term Incentive Plan award for the 2020-2022 performance period is $4,743,375 and were paid on or before April 1, 2023. See “—Compensation Elements—Long-Term Incentives” above and the Grants of Plan-Based Awards – 2022 table and related narrative below for additional information on the Long-Term Incentive Plan and target awards.

Compensation of Other Named Executive Officers

Don J. Clevenger

The following is a summary of Mr. Clevenger’s individual compensation for 2022. Mr. Clevenger is our Senior Vice President and Chief Financial Officer.

Base Salary: Mr. Clevenger’s base salary was increased effective November 26, 2022 from $615,000 to $652,000 as a result of the O&C Committee’s annual review of executive compensation discussed above under “—Overview—Compensation Benchmarking and Market Data—October 2022 Annual Survey and Peer Group Analysis.”

Annual Incentive: In 2023, the O&C Committee awarded Mr. Clevenger $532,724 pursuant to the Executive Annual Incentive Plan, reflecting the result of Oncor’s 2022 performance, as well as Mr. Clevenger’s individual performance in 2022. The O&C Committee and our CEO evaluated his leadership overseeing the overall financial performance and financial strategy of the company, particularly given the challenges in 2022 of rising interest rates, inflation, supply chain pressures, and a competitive labor market, combined with continued growth in the company’s service territory. For more detailed information on the calculation of Executive Annual Incentive Awards, see “—Compensation Elements—Executive Annual Incentive Plan” above and the Grants of Plan-Based Awards – 2022 table and related narrative below.

Long-Term Incentives: In 2022, Mr. Clevenger was granted a Long-Term Incentive Plan target award of $1,137,750 for the performance period of January 1, 2022 through December 31, 2024. Actual awards will be based on the Company’s achievement of approved performance goals and are payable on or before April 1, 2025. In February 2023, the O&C Committee certified the results of performance goals for Long-Term Incentive Plan awards granted in 2020 for the January 1, 2020 – December 31, 2022 performance period. Mr. Clevenger’s Long-Term Incentive Plan award for the 2020-2022 performance period is $1,422,750 and were paid on or before April 1, 2023. See “—Compensation Elements—Long-Term Incentives” above and the Grants of Plan-Based Awards – 2022 table and related narrative below for additional information on the Long-Term Incentive Plan and target awards.

Deborah L. Dennis

The following is a summary of Ms. Dennis’ individual compensation for 2022. Ms. Dennis is our Senior Vice President, Chief Customer Officer and Chief HR Officer.

Base Salary: Ms. Dennis’ base salary was increased effective November 26, 2022 from $449,000 to $476,000 as a result of the O&C Committee’s annual review of executive compensation discussed above under “—Overview—Compensation Benchmarking and Market Data—October 2022 Annual Survey and Peer Group Analysis.”

Annual Incentive: In 2023, the O&C Committee awarded Ms. Dennis $388,932 pursuant to the Executive Annual Incentive Plan, reflecting the result of Oncor’s 2022 performance, as well as Ms. Dennis’ individual performance in 2022. The O&C Committee and our CEO evaluated her performance in overseeing the company’s employee and labor matters, including the negotiation of a new collective bargaining agreement and management of the company’s retention strategy in an increasingly competitive labor market, as well as community affairs and customer-related matters, including city, customer and other stakeholder communications related to the company’s base rate review proceeding. For more detailed information on the calculation of Executive Annual Incentive Awards, see “—Compensation Elements—Executive Annual Incentive Plan” above and the Grants of Plan-Based Awards – 2022 table and related narrative below.

Long-Term Incentives: In 2022, Ms. Dennis was granted a Long-Term Incentive Plan target award of $466,960 for the performance period of January 1, 2022 through December 31, 2024. Actual awards will be based on the Company’s achievement of approved performance goals and are payable on or before April 1, 2025. In February 2023, the O&C Committee certified the results of performance goals for Long-Term Incentive Plan awards granted in 2020 for the January 1, 2020 – December 31, 2022 performance period. Ms. Dennis’ Long-Term Incentive Plan award for the 2020-2022 performance period is $542,976 and were paid on or before April 1, 2023. See “—Compensation Elements—Long-Term Incentives” above and the Grants of Plan-Based Awards – 2022 table and related narrative below for additional information on the Long-Term Incentive Plan and target awards.

James A. Greer

The following is a summary of Mr. Greer’s individual compensation for 2022. Mr. Greer is our Executive Vice President and Chief Operating Officer.

Base Salary: Mr. Greer’s base salary was increased effective November 26, 2022 from $626,000 to $664,000 as a result of the O&C Committee’s annual review of executive compensation discussed above under “—Overview—Compensation Benchmarking and Market Data—October 2022 Annual Survey and Peer Group Analysis.”

Annual Incentive: In 2023, the O&C Committee awarded Mr. Greer $542,278 pursuant to the Executive Annual Incentive Plan, reflecting the result of Oncor’s 2022 performance, as well as Mr. Greer’s individual performance in 2022. The O&C Committee and our CEO evaluated his leadership overseeing the complex operations of Oncor’s entire transmission and distribution system, including the multitude of construction projects as a result of the continuing growth of Oncor’s service territory, as well as management of Oncor’s transmission and distribution system during significant weather events, including a significantly warmer than normal summer, during which ERCOT reached several new records for peak demand. For more detailed information on the calculation of Executive Annual Incentive Awards, see “—Compensation Elements—Executive Annual Incentive Plan” above and the Grants of Plan-Based Awards – 2022 table and related narrative below.

Long-Term Incentives: In 2022, Mr. Greer was granted a Long-Term Incentive Plan target award of $1,158,100 for the performance period of January 1, 2022 through December 31, 2024. Actual awards will be based on the company’s achievement of approved performance goals and are payable on or before April 1, 2025. In February 2023, the O&C Committee certified the results of performance goals for Long-Term Incentive Plan awards granted in 2020 for the January 1, 2020 – December 31, 2022 performance period. Mr. Greer’s Long-Term Incentive Plan award for the 2020-2022 performance period is $1,576,200 and were paid on or before April 1, 2023. See “—Compensation Elements—Long-Term Incentives” above and the Grants of Plan-Based Awards – 2022 table and related narrative below for additional information on the Long-Term Incentive Plan and target awards.

Matthew C. Henry

The following is a summary of Mr. Henry’s individual compensation for 2022. Mr. Henry is our Senior Vice President, General Counsel and Secretary.

Base Salary: Mr. Henry’s base salary was increased effective November 26, 2022 from $614,000 to $651,000 as a result of the O&C Committee’s annual review of executive compensation discussed above under “—Overview—Compensation Benchmarking and Market Data—October 2022 Annual Survey and Peer Group Analysis.”

Annual Incentive: In 2023, the O&C Committee awarded Mr. Henry $531,863 pursuant to the Executive Annual Incentive Plan, reflecting the result of Oncor’s 2022 performance, as well as Mr. Henry’s individual performance in 2022.

The O&C Committee and our CEO evaluated his leadership over all legal, regulatory and governmental affairs matters affecting Oncor, which significantly increased in 2022 due to his oversight of the company’s comprehensive base rate review proceeding. For more detailed information on the calculation of Executive Annual Incentive Awards, see “—Compensation Elements—Executive Annual Incentive Plan” above and the Grants of Plan-Based Awards – 2022 table and related narrative below.

Long-Term Incentives: In 2022, Mr. Henry was granted a Long-Term Incentive Plan target award of $903,808 for the performance period of January 1, 2022 through December 31, 2024. Actual awards will be based on Oncor’s achievement of approved performance goals and are payable on or before April 1, 2025. In February 2023, the O&C Committee certified the results of performance goals for Long-Term Incentive Plan awards granted in 2020 for the January 1, 2020 – December 31, 2022 performance period. Mr. Henry’s Long-Term Incentive Plan award for the 2020-2022 performance period is $1,229,856 and were paid on or before April 1, 2023. See “—Compensation Elements—Long-Term Incentives” above and the Grants of Plan-Based Awards – 2022 table and related narrative below for additional information on the Long-Term Incentive Plan and target awards.

Contingent Payments

Change in Control Policy

Oncor maintains an Amended and Restated Executive Change in Control Policy, as amended from time to time (Change in Control Policy).

The Change in Control Policy provides for the payment of transition benefits to eligible executives if the executive is terminated without cause or resigns for good reason within 24 months following a change in control.

Refer to “—Potential Payments upon Termination or Change in Control—Change in Control Policy” for the definition of the terms “change in control,” “without cause” and “good reason” as used in the Change in Control Policy.

We believe these payments, to be triggered upon meeting the criteria above, provide incentive for executives to fully consider potential changes that are in the best interest of Oncor and our equity holders, even if those changes would result in the executives’ termination. We also believe it is important to have a competitive change in control program to attract and retain the caliber of executives that our business requires and to foster an environment of relative security within which we believe our executives will be able to focus on achieving company goals.

Refer to “—Potential Payments upon Termination or Change in Control—Change in Control Policy” for detailed information about payments and benefits that our executive officers are eligible to receive under the Change in Control Policy.

Severance Plan

Oncor also makes available a Severance Plan (Severance Plan) to provide certain benefits to eligible executives. The purpose of the Severance Plan is to provide benefits to eligible executives who are not eligible for severance pursuant to another plan or agreement (including an employment agreement) and whose employment is involuntarily terminated for reasons other than:

•

Cause (as defined in the Severance Plan);

•

Disability of the employee, if the employee is a participant in our long-term disability plan; or

•

A transaction involving the company or any of its affiliates in which the employee is offered employment with a company involved in, or related to, the transaction.

We believe it is important to have a severance plan in place to attract and retain the caliber of executives that our business requires and to foster an environment of relative security within which we believe our executives will be able to focus on achieving company goals. Refer to “—Potential Payments upon Termination or Change in Control” for detailed information about payments and benefits that our executive officers are eligible to receive under the Severance Plan.

Tax/Accounting Considerations

The O&C Committee administers our executive compensation programs with the good faith intention of complying with the Code, including Section 409A, as well as other applicable regulations and accounting rules.

Compensation Committee Interlocks and Insider Participation

Messrs. Mack, Dunning (resigned March 2023), Martin, Walker and Zucchet each served as members of our O&C Committee during 2022. Two of our O&C Committee members, Mr. Martin and Mr. Zucchet, are not classified as Disinterested Directors under the standards set forth in the Limited Liability Company Agreement. Mr. Martin is the chairman, chief executive officer and president of Sempra, and was designated to serve on our board of directors by Sempra (through Oncor Holdings). Mr. Zucchet is employed by OMERS Infrastructure Management Inc., an affiliate of Texas Transmission, and serves as an officer and director of Texas Transmission’s parent company. Mr. Zucchet was designated to serve on our board of directors by Texas Transmission. No member of the O&C Committee is or has ever been one of our officers or employees.

Mr. Walker is the chief executive officer of the Dallas Citizens Council, a 501(c)(6) non-profit organization made up of over 150 chief executive officers and other top business leaders in North Texas that focuses on advancing public policy issues impacting the Dallas area. Oncor is a dues paying member and has served as a corporate sponsor of the annual meeting of the Dallas Citizens Council and Mr. Nye, our CEO, serves on the board of directors of the Dallas Citizens Council.

COMPENSATION TABLES

Summary Compensation Table

The following table provides information regarding the aggregate compensation paid to our Named Executive Officers for the fiscal years ended December 31, 2022, 2021 and 2020 in which they served as a Named Executive Officer.


Name and Principal Position	Year		Salary ($)		Bonus ($)		Non-Equity Incentive Plan Compensation ($)⁽¹⁾		Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)⁽²⁾		All Other Compensation ($)⁽³⁾		Total ($)
E. Allen Nye, Jr.
Chief Executive		2022		1,085,417		—		6,182,635		4,396		143,266		7,415,714
		2021		1,034,167		—		4,563,272		108,664		163,883		5,869,986
		2020		977,750		—		4,005,135		161,162		115,228		5,259,275
Don J. Clevenger
Senior Vice President & Chief Financial Officer		2022		618,083		—		1,955,474		—		88,246		2,661,803
		2021		578,333		—		1,358,229		46,188		83,450		2,066,200
		2020		544,750		—		1,335,936		94,669		87,053		2,062,408
Deborah L. Dennis
Senior Vice President, Chief Customer Officer & Chief HR Officer		2022		451,250		—		931,908		—		77,406		1,460,564
		2021		426,083		—		751,908		494,847		75,250		1,748,088
		2020		405,667		—		760,382		844,090		69,250		2,079,389
James A. Greer
Executive Vice President & Chief Operating Officer		2022		629,167		—		2,118,478		—		82,276		2,829,921
		2021		593,917		—		1,611,423		1,651,389		89,110		3,945,839
		2020		569,917		—		1,491,156		1,811,239		73,945		3,946,257
Matthew C. Henry
Senior Vice President, General Counsel & Secretary		2022		617,083		—		1,761,719		19,544		69,168		2,467,514
		2021		581,917		—		1,452,404		60,441		80,001		2,174,763
		2020		558,833		888,470		1,389,031		60,235		63,223		2,959,792

(1)

Amounts reported as “Non-Equity Incentive Plan Compensation” were earned by the executive in the respective year and represent amounts related to awards for such years pursuant to the Executive Annual Incentive Plan and the Long-Term Incentive Plan, as described in the Grants of Plan-Based Awards – 2022 table below. Awards under the Executive Annual Incentive Plan for any given year are paid in March of the following year. Awards under the Long-Term Incentive Plan are paid on or before April 1 following a 36-month performance period. Long-Term Incentive Plan amounts in this column for 2022 represent awards paid in 2023 that were earned by the executive for the 2020-2022 performance period. The below table reflects the amounts paid with respect to each plan’s performance period ending on December 31, 2022.


Name	Executive Annual Incentive Plan ($)	Long-Term Incentive Plan ($)
E. Allen Nye, Jr.	1,439,260	4,743,375
Don J. Clevenger	532,724	1,422,750
Deborah L. Dennis	388,932	542,976
James A. Greer	542,278	1,576,200
Matthew C. Henry	531,863	1,229,856

(2)

Amounts reported under this column reflect the aggregate change in actuarial value at December 31 of the specified year as compared to December 31 of the previous year of each executive’s accumulated benefits under the Oncor Retirement Plan and the Supplemental Retirement Plan. With respect to the Oncor Retirement Plan, Ms. Dennis and Mr. Greer participate in the traditional defined benefit component and Messrs. Nye, Clevenger, and Henry participate in the cash balance component. With respect to 2022, the aggregate

change in actuarial value decreased for Messrs. Clevenger ($84,767) and Greer ($1,779,889) and Ms. Dennis ($893,349). Such negative amounts have not been included in this column in accordance with applicable SEC guidance. There are no above-market or preferential earnings for nonqualified deferred compensation. For a more detailed description of these plans and the calculation of actuarial value, see “—Compensation Elements—Deferred Compensation and Retirement Plans” and the narrative that follows the Pension Benefits table below.

(3)	Amounts reported as “All Other Compensation” for 2022 are attributable to the executive’s receipt of certain compensation as described in the following table:

2022 All Other Compensation Components for Named Executive Officers


Name	Thrift Plan Company Match ($)^(a)		Salary Deferral Program Company Match ($)^(b)		Perquisites ($)^(c)		Total ($)
E. Allen Nye, Jr.		18,205		86,833		38,228		143,266
Don J. Clevenger		16,947		49,447		21,852		88,246
Deborah L. Dennis		13,640		36,100		27,666		77,406
James A. Greer		13,774		50,333		18,169		82,276
Matthew C. Henry		16,946		49,367		2,855		69,168

(a)	Amounts represent company matching amounts under our thrift plan. For a more detailed description of the thrift plan, see “—Compensation Elements—Deferred Compensation and Retirement Plans—Thrift Plan.”

(b)	Amounts represent company matching amounts under the Salary Deferral Program. Refer to the narrative that follows the Nonqualified Deferred Compensation – 2022 table below for a more detailed description of the Salary Deferral Program.

(c)

Amounts reported under this column represent the aggregate amount of incremental cost to Oncor for the perquisites received by each Named Executive Officer, minus any reimbursed amounts. These incremental costs consist of (i) executive physicals and related health tests for each of Messrs. Nye, Clevenger and Greer and Ms. Dennis, (ii) financial planning services for each of Messrs. Nye and Greer and Ms. Dennis, (iii) country club/luncheon club dues for Messrs. Nye, Clevenger and Henry and Ms. Dennis, (iv) event tickets for a spouse to accompany the executive at a business event for each of Messrs. Nye, Clevenger, Greer, and Henry and Ms. Dennis, and (v)sporting event tickets, parking and related costs associated with personal use of the Company’s suite at a sports arena for Mr. Nye. For a summary discussion of the perquisites offered to our executive officers, see “—Compensation Elements—Perquisites and Other Benefits.”

Grants of Plan-Based Awards – 2022

The following table sets forth information regarding grants of plan-based awards to Named Executive Officers under our Executive Annual Incentive Plan and Long-Term Incentive Plan during the fiscal year ended December 31, 2022.


	Estimated Future Payouts Under Non-Equity Incentive Plan Awards
Name	Threshold ($)		Target ($)		Maximum ($)
E. Allen Nye, Jr.
Executive Annual Incentive Plan ⁽¹⁾		542,707		1,085,415		1,628,122
Long-Term Incentive Plan ⁽²⁾		1,944,000		3,888,000		5,832,000
Don J. Clevenger
Executive Annual Incentive Plan ⁽¹⁾		200,877		401,753		602,630
Long-Term Incentive Plan ⁽²⁾		568,875		1,137,750		1,706,625
Deborah L. Dennis
Executive Annual Incentive Plan ⁽¹⁾		146,656		293,312		439,968
Long-Term Incentive Plan ⁽²⁾		233,480		466,960		700,440
James A. Greer
Executive Annual Incentive Plan ⁽¹⁾		204,479		408,958		613,437
Long-Term Incentive Plan ⁽²⁾		579,050		1,158,100		1,737,150
Matthew C. Henry
Executive Annual Incentive Plan ⁽¹⁾		200,552		401,103		601,655
Long-Term Incentive Plan ⁽²⁾		451,904		903,808		1,355,712

(1)

The amounts reported reflect the threshold, target, and maximum amounts available under the Executive Annual Incentive Plan. The O&C Committee set performance levels and metrics for the plan and individual target amounts in February 2022 and final award payout amounts were determined by the O&C Committee in February 2023. The actual awards for the 2022 plan year were paid in

March 2023 and are reported in the Summary Compensation Table under the heading “Non-Equity Incentive Plan Compensation.” Threshold payout amounts for the Executive Annual Incentive Plan reflect the minimum final funding percentage of 50% multiplied by the target award. Maximum payout amounts for the Executive Annual Incentive Plan reflect a final funding percentage of 150% multiplied by the target award. The O&C Committee did not apply any individual performance modifiers to Named Executive Officers for 2022 plan year awards. The Executive Annual Incentive Plan provides that the final funding percentage for awards under the plan cannot exceed 150%. It is the intent of the O&C Committee to administer the plan so that application of any individual performance modifiers (which under the plan may be plus or minus 50%) would not result in payouts of more than 150% of target award. However, the O&C Committee has discretion in how it administers the plan and could adjust payout maximums as it deems necessary.

(2)

The amounts reported reflect the threshold, target, and maximum amounts available for award grants made in 2022 under the Long-Term Incentive Plan. Target amounts for each Named Executive Officer were determined by the O&C Committee in February 2022 and any final awards will be payable on or before April 1, 2025 based on achievement of performance goals for the 2022-2024 performance period, as discussed in more detail below under “—Long-Term Incentive Plan.” Under the Long-Term Incentive Plan, threshold payout amounts reflect the minimum final funding percentage of 50% multiplied by the target award. Under the Long-Term Incentive Plan, maximum payout amounts are limited to 150% of the target award. Actual awards for the 2020-2022 performance period were paid on or before April 1, 2023 and are reported in the Summary Compensation Table under the heading “Non-Equity Incentive Plan Compensation.”

Executive Annual Incentive Plan 2022 Awards

The Executive Annual Incentive Plan is a cash bonus plan intended to provide a performance-based annual award for the successful attainment of certain annual performance goals and business objectives that are established by the O&C Committee. Officers of the company and other specified key employees are eligible to participate in the Executive Annual Incentive Plan provided they are employed by us for a period of at least three full months during a January 1 to December 31 plan year. The O&C Committee and our CEO are responsible for administering the Executive Annual Incentive Plan. Participants who die, become disabled or retire during a plan year are eligible to receive prorated awards under the plan for that plan year provided they completed at least three full months of employment in such plan year. Any awards to executive officers are in the sole discretion of the O&C Committee, and those awards are prorated for the number of months in which the individual was employed by the company in such plan year.

To calculate awards, a final funding percentage is determined by the O&C Committee based on the performance levels achieved for the operational metrics set by the O&C Committee. The target award for each participant in the Executive Annual Incentive Plan is then multiplied by the final funding percentage and any individual performance modifier to determine the final Executive Annual Incentive Plan award for each such participant. The O&C Committee did not apply any individual performance modifiers to Named Executive Officers for 2022 plan year awards.

For 2022, the O&C Committee used four operational metrics, which are set forth in the table below, to determine a final funding percentage.


Operational Metrics		Description
Safety		Number of employee injuries using a DART rate with a modifier for fatalities resulting from a safety violation

Reliability		Non-storm SAIDI, which measures the average number of minutes electric service is interrupted per customer in a year on a weather normalized basis

Operational Efficiency		Based on the achievement of targeted O&M and SG&A levels determined on a per customer cost basis

Infrastructure Readiness		Measured by a metric based on capital expenditure per three year average kW peak; expressed as a cumulative percentage

For further information on the operational metrics, see “—Compensation Elements—Executive Annual Incentive Plan.”

The O&C Committee determined the weighting of each of those operational metrics within the total weighted operational metric funding percentage and the threshold, target, superior, and/or aspirational performance goals for each operational metric. The achievement of certain threshold, target, superior and aspirational performance levels, where applicable, results in funding for a specific operational metric of 50%, 100%, 150%, and 200%, respectively. Failure to achieve the threshold level for any operational metric results in 50% funding for that specific operational metric. Once the threshold level has been achieved, actual results between each level result in a funding percentage based on the percentage of the target achieved, determined on a straight line interpolation basis (up to 150% for achievement of the superior performance level and, where applicable, 200% for achievement of the aspirational performance level). The Executive Annual Incentive

Plan provides that if the total weighted operational metric funding percentage is more than 150%, the final funding percentage is 150%. For 2022, the weighting, actual results and funding percentages for the operational metrics under the Executive Annual Incentive Plan were as follows:


Goal	Weighting			Threshold⁽¹⁾			Target⁽²⁾			Superior⁽³⁾			Aspirational⁽⁴⁾		Actual Results			Funding Percentage⁽⁵⁾
Safety
DART⁽⁶⁾		35	%		0.77			N/A			0.29			0.00		0.24			55.5	%
Reliability (measured in minutes)
Non-storm SAIDI (minutes)⁽⁷⁾		35	%		96.3			N/A			66.0			N/A		75.0			42.1	%
Operational Efficiency – O&M Cost Per Customer (measured in $ per customer)
O&M and SG&A Per Customer⁽⁸⁾		10	%	$	218.62		$	214.41		<=$	210.21			N/A	$	219.46			5.0	%
Infrastructure Readiness
Capital expenditures per three year average kW peak		20	%		95.00 105.00	%, %		97.00 103.00	%, %		98.00 102.00	%, %		N/A		100.82	%		30.0	%

								Final Funding Percentage											132.6	%

(1)	Achievement up to the threshold operational metric level results in funding of 50% of the available funding percentage for that specific operational metric.

(2)	Achievement of the target operational metric level results in funding of 100% of the available funding percentage for that specific operational metric.

(3)	Achievement of the superior operational metric level results in funding of 150% of the available funding percentage for that specific operational metric.

(4)	Achievement of the aspirational operational metric level results in funding of 200% of the available funding percentage for that specific operational metric.

(5)	Funding percentage is calculated using actual results and taking into account any applicable modifiers.

(6)

DART threshold and superior performance goals were set by the O&C Committee in February 2022 as industry average and industry top quartile, respectively. In February 2023, the O&C Committee certified the specific performance goal amounts, with the amounts being calculated based on a projected linear trend utilizing certain industry DART rates for 2017-2021.

(7)

Non-storm SAIDI threshold and superior goals were set by the O&C Committee in February 2022 as the Oncor service area 2022 PUCT reliability standard in accordance with 16 Texas Administrative Code § 25.52 and the midpoint between the 2022 top quartile and top decile industry non-storm SAIDI performance, respectively. In February 2023, the O&C Committee certified the specific performance goal amounts, with the amounts being calculated based on a projected linear trend utilizing certain industry non-storm SAIDI performance for 2017-2021.

(8)

In its calculations of this operational metric, the O&C Committee excluded from both goals and results regulatory mandated cost of service expenses, energy efficiency expenses, third-party network transmission fees (which are recovered through tariff adjustments) and excess costs of grid studies and services (which are recovered from requesting third parties). The O&C committee also excluded from results certain spending that was accelerated into 2022 to offset expense pressure anticipated in 2023.

For 2022, the final funding percentage was 132.6%, based on the performance levels achieved for the operational metrics. To calculate an executive officer’s actual award amount, the executive officer’s target award, which is computed as a percentage of actual base salary, is multiplied by the final funding percentage and any individual performance modifier. An individual performance modifier is based on reviews and evaluations of the executive officer’s performance by the CEO and the O&C Committee (or solely the O&C Committee in the case of our CEO) and may adjust an award upward or downward. The individual performance modifier is determined on a subjective basis. Factors used in determining individual performance modifiers may include new or unexpected responsibilities, company achievement of operational measures, company objectives, individual management and other goals, specific job objectives and competencies, the demonstration of team building and support attributes and general demeanor and behavior. The CEO and the O&C Committee (or solely the O&C Committee in the case of our CEO) do not assign these factors individual weights, but consider them together. Each executive officer’s individual performance modifier is set by the O&C Committee within a range determined in its discretion. The O&C Committee did not apply any individual performance modifiers to Named Executive Officers for 2022 plan year awards.

Long-Term Incentive Plan

The Long-Term Incentive Plan is intended to promote the long-term interests and growth of Oncor by attracting and retaining management and other key personnel. Administration of the Long-Term Incentive Plan has been delegated to the O&C Committee by our board of directors. Our executive officers and any other key employees of the company or its subsidiaries designated by the O&C Committee are eligible to participate. The plan provides for cash awards to be paid after completion of a performance period based on achievement of certain stated performance goals. A performance period under the Long-Term Incentive Plan is the 36-month period beginning each January 1, unless otherwise determined by the O&C Committee in its sole discretion. The initial participants for each performance period shall be determined by the O&C Committee within a reasonable period of time after the commencement date of a performance period, but in no event later than six months after the commencement date of such performance period; although additional participants for a performance period may be determined by the O&C Committee after the selection of initial participants for that performance period. Performance goals consist of one or more specific performance objectives established by the O&C Committee in its discretion within a reasonable period of time after the commencement date of a performance period, but in no event later than six months after the commencement of the applicable performance period. Performance goals may be designated with respect to the company as a whole or one or more operating units. Performance goals may also be determined on an absolute basis or on the basis of internal goals, levels attained in prior years, other companies or indices, or as ratios expressing relationships between two or more performance goals.

2022 Grants of Long-Term Incentive Awards

The O&C Committee determined that the performance goals used for the Long-Term Incentive Plan awards granted in 2022 for the 2022-2024 performance period consist of: (1) the aggregate weighted operational performance goal percentage consisting of (a) a safety metric based on the number of employee injuries using a DART rate with a modifier for fatalities as a result of a safety violation, and (b) a reliability metric measured by non-storm SAIDI, added to (2) a net income growth metric measuring the actual percentage of net income growth (weather normalized and excluding extraordinary items outside of the ordinary course of our business as approved by the O&C Committee) during the performance period, using the adjusted net income for the 2021 fiscal year as the baseline value and the adjusted net income of the final year of the three year performance period as the ending value.

The safety metric promotes the health and welfare of our employees, and lowering the number of accidents also reduces our operating costs, which in turn contributes to lower rates for our customers. The reliability metric promotes our commitment to minimizing service interruptions to our customers, as the lower the SAIDI level for the year, the greater our customers’ service level and satisfaction. The net income growth adder serves to measure our company growth over the performance period. The safety and reliability metric performance achievement are each subject to a 45% weighting, and then added to the actual net income growth adder percentage, as set forth below.


2022 - 2024 Performance Period (awards granted in 2022, payable in 2025)
Weighting	Performance Metric	Performance Goal⁽¹⁾⁽²⁾
45%	Safety – measured by DART (average rate)	Threshold:	Industry Average
		Superior:	Industry Top Quartile
		Aspirational:	0.00
45%	Reliability – measured by non-storm SAIDI (minutes)	Threshold:	Oncor’s PUCT System Reliability Standard –288.9
		Superior:	Midpoint between Top Quartile and Top Decile SAIDI
		Aspirational:	N/A
Plus:
Actual %	Net Income Growth Adder – Growth Rate ‘21-‘24⁽³⁾	2021 Baseline:	$797.4 million

(1)	For the years 2022 and 2023 in the performance period, industry performance will be determined by the O&C Committee using industry performance data for each respective year. For 2024, industry performance will be calculated based on a projected linear trend utilizing industry rates for 2019-2023.

(2)	The achievement of threshold, superior and/or aspirational levels, where applicable, results in funding for a specific operational metric of 50%, 150% and 200%, respectively.

(3)	The net income growth adder is calculated as the actual percentage in net income growth from the 2021 baseline through 2024, weather-normalized and excluding extraordinary items outside of the ordinary course of our business as approved by the O&C Committee.

The final funding percentage for long-term incentive awards granted in 2022 is the sum of the aggregate weighted operational performance goal percentage and the net income growth adder percentage. The amount of each Long-Term Incentive Plan award is then determined based on the product of the final funding percentage, multiplied by the target opportunity dollar amount stated in each individual award letter.

Certification of performance goal amounts and performance goal achievement will be determined by the O&C Committee in the first quarter of 2025.

2020 Grants of Long-Term Incentive Awards

The O&C Committee determined that the performance goals used for the Long-Term Incentive Plan awards granted in 2020 for the 2020-2022 performance period consist of: (1) the aggregate weighted operational performance goal percentage consisting of (a) a safety metric based on the number of employee injuries using a DART rate with a modifier for fatalities as a result of a safety violation, and (b) a reliability metric measured by non-storm SAIDI, added to (2) a net income growth metric measuring the actual percentage of net income growth (weather normalized and excluding extraordinary items outside of the ordinary course of business as approved by the O&C Committee) during the performance period, using the adjusted net income for the 2019 fiscal year as the baseline value and the adjusted net income of the final year of the three year performance period as the ending value.

In February 2023, the O&C Committee certified the performance goal amounts and the level of attainment of performance goals established for long-term incentive awards granted in 2020 with a performance period that ended on December 31, 2022. The performance goals achieved for the 2020-2022 performance period were certified by the O&C Committee as follows:


2020 - 2022 Performance Period (awards granted in 2020, paid in 2023)
Weighting	Performance Metric	Performance Goal⁽²⁾		Actual		Achievement⁽³⁾
45%	Safety – measured by DART; (average rate)⁽¹⁾	Threshold:	0.76				69.7	%
		Superior:	0.30		0.27
		Aspirational:	0.00
45%	Reliability – measured by non-storm SAIDI (minutes)⁽¹⁾	Threshold:	325.5				67.5	%
		Superior:	232.8		232.9
		Aspirational:	162.8
Plus:
Actual %	Net Income Growth Adder – Growth Rate ‘19-‘22⁽⁴⁾	2019 Baseline:	$686.5 million	$	844.3		23.0	%

Final Funding Percentage							150	%⁽⁵⁾

(1)

DART threshold, superior, and aspirational performance goals were set by the O&C Committee in February 2020 as industry average, industry top quartile, and 0.00, respectively. Non-storm SAIDI threshold, superior, and aspirational performance goals were set by the O&C Committee in February 2020 as industry 2^nd quartile, industry top quartile and top decile, respectively. For the years 2020 and 2021 in the performance period, industry performance for the performance goals was determined using actual industry results for each respective year. For 2022, industry performance for the performance goals was calculated based on a projected linear trend utilizing industry rates for 2017-2021. In February 2023, the O&C Committee certified the specific performance goal amounts.

(2)	The achievement of threshold, superior and/or aspirational levels, where applicable, results in funding for a specific operational metric of 50%, 150% and 200%, respectively.

(3)	Achievement reflects actual performance after taking into account applicable modifiers.

(4)

For purposes of the net income growth adder, the 2019 baseline set by the O&C Committee was our 2019 net income adjusted for weather and the annualized impacts related to the 2019 acquisition of InfraREIT, Inc. and excludes certain pension and OPEB costs, special project costs and the tax effect of certain adjusted items. For purposes of the net income growth adder, the 2022 net income approved by the O&C Committee was adjusted for weather and excludes certain pension and OPEB costs, special project costs, certain spending that was accelerated into 2022 to offset expense pressure anticipated in 2023 and the tax effect of certain adjusted items.

(5)	As a result of the aggregate achievement being 160.2%, which is greater than the maximum 150.0% allowed by the Long Term Incentive Plan, the O&C Committee adjusted the financial funding percentage to be 150.0% for the 2020-2022 performance period.

For the awards payable to each Named Executive Officer, see “—Compensation Elements—Long-Term Incentives.”

Other Terms of the Long-Term Incentive Plan

The Long-Term Incentive Plan encourages retention of executive officers and key employees by stipulating performance periods of generally 36 months. Participants must be continuously employed by us through the last day of the performance period in order to receive a long-term incentive award for that performance period. If a participant is employed by us on the last day of the performance period but his or her employment terminates for any reason other than by us for cause prior to the payment of the award for that performance period, the participant will be entitled to receive payment of the award. In the event a participant is terminated by us for cause, the participant will forfeit any unpaid Long-Term Incentive Plan award. Cause has the definition assigned to such term in any employment agreement or change-in-control agreement in effect between the participant and us or any other surviving entity in any change in control transaction or any affiliate thereof which employs the participant at the time of and/or following a change in control (Surviving Entity). If no such agreement exists, cause is defined as (i) the participant engaging in conduct in carrying out his or her employment duties to the Surviving Entity that constitutes (a) a breach of fiduciary duty to the Surviving Entity or its equity holders, (b) gross neglect, or (c) gross misconduct resulting in material and objectively determinable damage to the business of the Surviving Entity, or (ii) the indictment of the participant for, or the participant’s plea of nolo contendere to, a felony or misdemeanor involving moral turpitude. In addition, the Long-Term Incentive Plan provides that a termination shall not constitute a termination for cause for a participant unless the participant has received written notice specifying the alleged misconduct constituting cause, the

participant has been given an opportunity to be heard by the board of directors of the Surviving Entity, as applicable, and following such hearing, the applicable board of directors determines in good faith and by at least a two-thirds vote that the termination for cause is appropriate under the circumstances.

The Long-Term Incentive Plan defines a change in control as any one or more of the following events: (i) the acquisition, in one transaction or a series of transactions, of direct or indirect ownership of the equity of Oncor or Sempra that, together with the equity held by such person or group, constitutes more than 50% of the total fair market value, total direct or indirect voting power, or the direct or indirect beneficial ownership of Oncor or Sempra, other than any acquisition of Oncor equity by a wholly-owned subsidiary of Sempra; (ii) the acquisition, during any 12-month period, by any person or group, in one transaction or a series of transactions, of direct or indirect equity of Oncor or Sempra that constitutes 30% or more of the total fair market value, the total direct or indirect voting power, or the direct or indirect beneficial ownership of Oncor or Sempra, other than any acquisition of Oncor equity by a wholly-owned subsidiary of Sempra; (iii) any sale, lease, exchange or other transfer (in one transaction or in a series of transactions) of all, or substantially all, of Oncor’s assets, other than to a wholly-owned subsidiary of Sempra; (iv) the consummation of a transaction for which the PUCT approved a transfer or change of control (operational or otherwise) of Oncor; or (v) a material change to the terms of the Approved Ring Fence (as defined in the Limited Liability Company Agreement).

The Long-Term Incentive Plan defines good reason to mean any of the following events or actions taken without the express, voluntary consent of the participant: (i) a material reduction in the participant’s base salary or incentive compensation opportunity, other than a broad-based reduction of base salaries or incentive compensation of all similarly situated employees of the Surviving Entity, unless such broad-based reduction only applies to former employees of Oncor; (ii) a material reduction in the aggregate type, level or value of benefits for which the participant is eligible, immediately prior to the change in control, other than a broad-based reduction applicable to all similarly situated employees of the Surviving Entity, unless such reduction only applies to former employees of Oncor; (iii) a material reduction in the participant’s authority, duties or responsibilities, including an adverse change in (a) the participant’s title, reporting level, reporting line or structure, scope of responsibilities, or management authority, or (b) the scope or size of the business, entity, or budget for which the participant had responsibility, in each case as in effect immediately prior to the effective time of the change in control; (iv) the participant’s primary work location is relocated, resulting in an increase in the participant’s work commute in excess of thirty-five miles more than the participant’s work commute immediately prior to the change in control; (v) a material breach by the Surviving Entity of the terms of any employment agreement with the participant; (vi) the failure of Oncor to obtain an agreement by the Surviving Entity, if such entity is not Oncor, to fully assume and perform the provisions of the Long-Term Incentive Plan; or (vii) the participant is asked or required to resign in connection with a change in control and does so resign. In order to constitute a resignation with good reason, however, (x) the participant must provide written notice to the Surviving Entity describing the event or condition constituting good reason within a period of not more than 90 days from the initial occurrence of such event or circumstance, (y) if the applicable event or circumstance is capable of being cured, the Surviving Entity fails or refuses to fully remedy such event or circumstance within a 30-day cure period following the receipt of such notice, and (z) the participant terminates the participant’s employment within two years following the initial existence of one or more of the preceding events or actions.

If a participant’s employment is terminated for reasons other than death, disability, retirement or following a change in control prior to the last day of the performance period, all of such participant’s outstanding and unpaid Long-Term Incentive Plan awards will be cancelled. Upon a termination due to death, disability or retirement, for each outstanding Long-Term Incentive Plan unpaid award, the participant (or his or her beneficiary in the case of death) will be entitled to receive, on the same date as awards are paid for that period to other participants, an award equal to the product of (i) a fraction, the numerator of which is the number of days in the performance period up to and including the date of the separation of service and the denominator of which is the number of days in the entire performance period, and (ii) the Long-Term Incentive Plan award for such performance period based on actual performance of Oncor during the performance period. In the event of a separation from service within two years following a change in control that is initiated by the Surviving Entity for any reason other than for cause, or initiated by the participant for good reason, a participant shall be entitled to receive an award equal to the product of (i) a fraction, the numerator of which is the number of days in the performance period up to and including the date of the separation of service and the denominator of which is the number of days in the entire performance period, and (ii) the Long-Term Incentive Plan award for such performance period based on target performance, which amount will be paid at the same time as paid to current participants, unless the applicable change in control meets certain change in ownership or control provisions of Section 409A(a)(2)(A)(v) of the Code, in which case the amounts will be payable within 60 days following the participant’s separation from service.

As the administrator of the Long-Term Incentive Plan, the O&C Committee has the authority to prescribe, amend and rescind rules and regulations relating to the plan, determine the terms and conditions of any awards and make all other determinations deemed necessary or advisable for the administration of the plan. The O&C Committee has broad discretion under the plan and may delegate to one or more officers of the company the authority to grant Long-Term Incentive Plan awards to employees who are not executive officers. Our board of directors may at any time terminate, alter, amend or suspend the Long-Term Incentive Plan and any awards granted pursuant to it, subject to certain limitations. In the event of a change in control, our board of directors may, in its discretion, terminate the plan and cancel all outstanding and unpaid

awards, except that in the event of a termination of the plan in connection with a change in control, participants will be entitled to receive the payout as described above. Payments under the Long-Term Incentive Plan are separate from, and would be in addition to, any payments available under the Change in Control Policy or Severance Plan.

Pension Benefits

The following table sets forth information regarding Oncor’s participation in the retirement plans that provide for benefits in connection with, or following, the retirement of our Named Executive Officers for the fiscal year ended December 31, 2022:


Name	Plan Name	Number of Years Accredited Service⁽¹⁾		Present Value of Accumulated Benefit ($)		Payments During Last Fiscal Year ($)⁽²⁾
E. Allen Nye, Jr.	Oncor Retirement Plan		11.00		151,783		—
	Supplemental Retirement Plan		11.00		557,870		—
Don J. Clevenger	Oncor Retirement Plan		17.67		242,462		—
	Supplemental Retirement Plan		17.67		302,660		—
Deborah L. Dennis	Oncor Retirement Plan		43.08		3,646,563		—
	Supplemental Retirement Plan		43.08		1,654,648		—
James A. Greer	Oncor Retirement Plan		37.50		2,653,981		—
	Supplemental Retirement Plan		37.50		5,541,375		—
Matthew C. Henry	Oncor Retirement Plan		3.75		53,456		—
	Supplemental Retirement Plan		3.75		108,604		—

(1)

Accredited service for each of the plans is determined based on an employee’s age and hire date. Employees hired by Oncor or certain affiliates prior to January 1, 1985 became eligible to participate in the plan the month after their completion of one year of service and attainment of age 25. Employees hired after January 1, 1985 became eligible to participate in the plan on the first day of the month coincident with, or next following, the date on which they complete at least one year of service and attain age 21.

(2)

While no payments were made to the Named Executive Officers under the Supplemental Retirement Plan in 2022, distributions were made from Messrs. Nye, Clevenger and Henry’s accounts in December 2022 to pay required Federal Insurance Contributions Act (FICA) taxes with respect to the participant’s respective accrued benefit in the cash balance component of the plan.

The Oncor Retirement Plan contains both a traditional defined benefit component and a cash balance component. Only employees hired before January 1, 2002 may participate in the traditional defined benefit component. All new employees hired after January 1, 2002 participate in the cash balance component. In addition, the cash balance component covers employees previously participating in the traditional defined benefit component who elected to convert the actuarial equivalent of their accrued traditional defined benefit to the cash balance component during a special one-time election opportunity effective in 2002. The employees that participate in the traditional defined benefit component do not participate in the cash balance component.

Annual retirement benefits under the traditional defined benefit component, which applied during 2022 to Ms. Dennis and Mr. Greer, are computed as follows: for each year of accredited service up to a total of 40 years, 1.3% of the first $7,800, plus 1.5% of the excess over $7,800, of the participant’s average annual earnings (base salary) during his or her three years of highest earnings. Under the cash balance component, which covers Messrs. Nye, Clevenger, and Henry, a hypothetical account is established for participants and credited with monthly contribution credits equal to a percentage of the participant’s compensation (3.5%, 4.5%, 5.5% or 6.5% depending on the participant’s combined age and years of accredited service), plus interest credits based on the average yield of the 30-year Treasury bond for the 12 months ending November 30 of the prior year. Benefits paid under the traditional defined benefit component of the Oncor Retirement Plan are not subject to any reduction for Social Security payments but are limited by provisions of the Code.

The Supplemental Retirement Plan provides for the payment of retirement benefits, which would otherwise be limited by the Code or the definition of earnings under the Oncor Retirement Plan, including any retirement compensation required to be paid pursuant to contractual arrangements. Under the Supplemental Retirement Plan, retirement benefits are calculated in accordance with the same formula used under the Oncor Retirement Plan, except that, with respect to calculating the portion of the Supplemental Retirement Plan benefit attributable to service under the traditional defined benefit component of the Oncor Retirement Plan, earnings also include Executive Annual Incentive Plan awards. The amount of earnings attributable to the Executive Annual Incentive Plan awards is reported under the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

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The table set forth above illustrates the present value on December 31, 2022 of each Named Executive Officer’s Oncor Retirement Plan benefit and benefits payable under the Supplemental Retirement Plan, based on his or her years of service and remuneration through December 31, 2022. Benefits accrued under the Supplemental Retirement Plan after December 31, 2004 are subject to Section 409A of the Code. Accordingly, certain provisions of the Supplemental Retirement Plan have been and may continue to be modified to address the applicable requirements under Section 409A of the Code and related guidance.

The present value of accumulated benefits for the traditional defined benefit component of the Oncor Retirement Plan and the Supplemental Retirement Plan was calculated based on the executive’s annuity payable at the earliest age that unreduced benefits are available under either the Oncor Retirement Plan or Supplemental Retirement Plan (generally age 62). Unmarried executives are assumed to elect a single life annuity. For married executives, it is assumed that 50% will elect a 100% joint and survivor annuity and 50% will elect a single life annuity. Post-retirement mortality was based on the Pri-2012 amounts weighted mortality table projected generationally from 2012 with scale MP-2021. A discount rate of 4.93% was applied and no pre-retirement mortality or turnover was reflected.

The present value of accumulated benefits for the cash balance component of the Oncor Retirement Plan and the Supplemental Retirement Plan was calculated as the value of the executive’s cash balance account projected to age 65 at an assumed growth rate of 3.00% and then discounted back to December 31, 2022, at 4.93%. For married executives, it is assumed that 85% will elect a lump sum, 5% will elect a joint and survivor annuity and 10% will elect a single life annuity. Post-retirement mortality for annuity recipients was based on the Pri-2012 amounts-weighted mortality table projected generationally from 2012 with scale MP-2021. No pre-retirement mortality or turnover assumptions were applied.

The present values of accumulated benefits for the Supplemental Retirement Plan as of December 31, 2022 were offset by the permissible distribution made on December 30, 2022 to satisfy FICA taxes.

Early retirement benefits under the Oncor Retirement Plan are available to our employees covered in the traditional defined benefit component upon their attainment of age 55 and achievement of 15 years of accredited service. Early retirement results in a retirement benefit payment reduction of 4% for each full year (and 0.333% for each additional full calendar month) between the date the participant retires and the date the participant would reach age 62. As Mr. Greer has achieved age 62 and has over 15 years of service, he is eligible for retirement and his retirement benefits would not be subject to any retirement benefit payment reduction. As Ms. Dennis has achieved age 65, she is eligible for normal retirement and her full retirement benefits. Participants in the cash balance component of the Oncor Retirement Plan can receive their benefit upon retirement or upon separation of service with the company.

Benefits under the Supplemental Retirement Plan are tied to a participant’s coverage under the Oncor Retirement Plan. For participants in the cash balance program of the Oncor Retirement Plan, Supplemental Retirement Plan benefits are generally payable upon the later of (i) a fully vested participant’s separation from service or (ii) the date a fully vested participant would have achieved ten years of accredited service if the participant had remained in continuous employment and not experienced a separation of service. For participants in the traditional defined benefit component of the Oncor Retirement Plan, Supplemental Retirement Plan benefits are generally payable in an annuity on the later of (i) the first day of the second month after a participant’s separation from service or (ii) the earliest date the participant would be eligible to commence benefits under the Oncor Retirement Plan. However, for either traditional defined benefit component or cash balance component participants, Supplemental Retirement Plan benefits are payable as soon as reasonably practical and within 90 days following a separation of service if the lump sum present value of the participant’s total vested benefit amount is less than the dollar amount under the applicable provision of the Code ($20,500 in 2022). Benefits under the Supplemental Retirement Plan are only available to our executive officers and other specified key employees.

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Nonqualified Deferred Compensation – 2022

The following table sets forth information regarding the deferral of components of our Named Executive Officers’ compensation on a basis that is not tax-qualified for the fiscal year ended December 31, 2022:


Name	Executive Contributions in Last Fiscal Year ($)⁽¹⁾		Registrant Contributions in Last Fiscal Year ($)⁽²⁾		Aggregate Earnings (Loss) in Last Fiscal Year ($)			Aggregate Withdrawals/ Distributions ($)			Aggregate Balance at Last Fiscal Year End ($)⁽³⁾
E. Allen Nye, Jr.
Salary Deferral Program		86,833		86,833		(209,586	)		(158,494	)		1,086,065
Don J. Clevenger
Salary Deferral Program		49,447		49,447		(144,858	)		(161,064	)		711,880
Deborah L. Dennis
Salary Deferral Program		36,100		36,100		(269,060	)		—			1,345,183
James A. Greer
Salary Deferral Program		50,333		50,333		(155,067	)		(184,061	)		798,471
Matthew C. Henry
Salary Deferral Program		49,367		49,367		(45,927	)		—			444,010

(1)	Amounts in this column represent salary deferrals pursuant to the Salary Deferral Program and are included in the “Salary” amounts in the Summary Compensation Table above.

(2)	Amounts in this column represent company-matching awards pursuant to the Salary Deferral Program and are included in the “All Other Compensation” amounts in the Summary Compensation Table above.

(3)	$160,953, $89,847, $66,540, $93,107 and $91,260 represent company match awards for 2020 and 2021 for Mr. Nye, Mr. Clevenger, Ms. Dennis, Mr. Greer, and Mr. Henry, respectively, which are included as compensation in the Summary Compensation Table in the applicable year earned.

Salary Deferral Program

Under the Salary Deferral Program, each employee of Oncor, who is in a designated job level and whose annual salary is equal to or greater than an amount established under the Salary Deferral Program ($140,630 for the program year beginning January 1, 2022) may elect to defer up to 50% of annual base salary and/or up to 85% of any bonus or incentive award. This deferral (including any vested matching contributions, as described below) may be made for a period of seven years, for a period ending with the retirement of such employee, or for a combination thereof, at the election of the employee. Oncor makes a matching award, subject to forfeiture under certain circumstances, equal to 100% of up to the first 8% of base salary deferred under the Salary Deferral Program. Oncor does not match deferred bonus or incentive awards. Matching contributions vest at the earliest of seven years after the deferral date, termination without cause, retirement at the age of 62 or later, death, disability or termination for good reason following a change in control of Oncor. The definitions of “cause,” “change in control,” and “good reason” are substantially consistent with the same definitions in the Change in Control Policy, see “—Potential Payments upon Termination or Change in Control—Change in Control Policy.” Deferrals are credited with earnings or losses based on the performance of investment alternatives under the Salary Deferral Program selected by each participant.

At the end of the applicable account maturity period (seven years or retirement, as elected by the participant or, in the case of company discretionary contributions, as determined by the O&C Committee) the trustee for the Salary Deferral Program distributes the deferrals and the applicable earnings in cash as a lump sum or in annual installments at the participant’s election made at the time of deferral. Oncor is financing the retirement option of the Salary Deferral Program through the purchase of corporate-owned life insurance on lives of some participants. The proceeds from such insurance are expected to allow us to fully recover the cost of the retirement option.

Potential Payments upon Termination or Change in Control

The tables and narrative below provide information for payments to Oncor’s Named Executive Officers (or, as applicable, enhancements to payments or benefits) in the event of termination of employment including due to retirement, voluntary, for cause, death, disability, without cause, or termination after a change in control of Oncor for good reason or without cause. The amounts shown below for our current Named Executive Officers assume that such a termination of employment and/or change in control occurred on December 31, 2022.

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In 2022, all of our executive officers were eligible to receive benefits under the terms of the Change in Control Policy and the Severance Plan, as more fully described following the tables below. In addition to the provisions of those plans, the Salary Deferral Program provides that all company-matching awards will become automatically vested in the event of a termination without cause, death, disability, retirement at the age of 62 or later, or termination for good reason following a change in control. The amounts listed in the tables below regarding the Salary Deferral Program only represent the immediate vesting of company matching contributions resulting from termination without cause, death, disability, retirement at the age of 62 or later or a termination for good reason following the occurrence of a change in control. Contributions made to such plan by each Named Executive Officer are disclosed in the Nonqualified Deferred Compensation – 2022 table above. For a more detailed discussion of the Salary Deferral Program, see the Nonqualified Deferred Compensation – 2022 table and the narrative following such table.

Messrs. Nye, Clevenger and Henry participate in the cash balance component of the Oncor Retirement Plan and as a result can elect to receive their Oncor Retirement Plan benefits as a lump sum upon separation of service with the company. In addition, since Messrs. Nye, Clevenger and Henry are fully vested, each would receive their Supplemental Retirement Plan benefits as a lump sum upon such separation of service. Ms. Dennis and Mr. Greer participate in the traditional defined benefit component of the Oncor Retirement Plan. Since Mr. Greer has satisfied the age requirement and 15 years of accredited service, he is eligible to retire early upon termination of employment. Since Ms. Dennis has reached age 65 and achieved 15 years of accredited service, she is eligible to retire upon termination of employment. No additional potential payments will be triggered by any termination of employment or change in control, and as a result no amounts are reported in the tables below for such retirement plans. For a more detailed discussion of the terms of the Oncor Retirement Plan and Supplemental Retirement Plan, see the Pension Benefits table above and the narrative following the Pension Benefits table.

All our Named Executive Officers participate in benefit plans for group term life insurance and accidental death and disability. Any benefits received under these policies are paid to the beneficiary by a third-party provider.

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1. Mr. Nye

Potential Payments to Mr. Nye Upon Termination ($)


Benefit	Voluntary		For Cause		Death		Disability		Without Cause⁽¹⁾		Without Cause or For Good Reason in Connection with Change in Control⁽²⁾
Cash Severance		—		—		—		—		5,546,244		7,776,658
Executive Annual Incentive Plan		—		—		1,085,415		1,085,415		—		—
Salary Deferral Program⁽³⁾		—		—		543,033		543,033		543,033		543,033
Long-Term Incentive Plan⁽⁴⁾		3,162,250		—		6,863,948		6,863,948		6,863,948		6,863,948
Health & Welfare
- Medical/COBRA		—		—		—		—		69,408		69,408
- Dental/COBRA		—		—		—		—		4,137		4,137
Outplacement Assistance		—		—		—		—		40,000		40,000
Tax Gross-Up		—		—		—		—		—		—

Totals	$	3,162,250	$	—	$	8,492,396	$	8,492,396	$	13,066,770	$	15,297,184

(1)	Reflects amounts payable pursuant to the Severance Plan.

(2)	Reflects amounts payable pursuant to the Change in Control Policy. Cash severance amount reflects both the cash severance payment and pro rata target bonus amount payable pursuant to that policy.

(3)	Amounts reported reflect the immediate vesting of unvested company matching contributions resulting from the occurrence of termination without cause, death, disability or termination for good reason following a change in control.

(4)	Amounts reported reflect the combined amount of outstanding grants to the executive under the Long-Term Incentive Plan and assumes that target performance for each performance period was met.

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2. Mr. Clevenger

Potential Payments to Mr. Clevenger Upon Termination ($)


Benefit	Voluntary		For Cause		Death		Disability		Without Cause⁽¹⁾		Without Cause or For Good Reason in Connection with Change in Control⁽²⁾
Cash Severance		—		—		—		—		1,053,753		3,563,012
Executive Annual Incentive Plan		—		—		401,753		401,753
Salary Deferral Program⁽³⁾		—		—		355,119		355,119		355,119		355,119
Long-Term Incentive Plan⁽⁴⁾		948,500		—		1,999,275		1,999,275		1,999,275		1,999,275
Health & Welfare
- Medical/COBRA		—		—		—		—		46,272		46,272
- Dental/COBRA		—		—		—		—		2,758		2,758
Outplacement Assistance		—		—		—		—		25,000		25,000
Tax Gross-Up		—		—		—		—		—		—

Totals	$	948,500	$	—	$	2,756,147	$	2,756,147	$	3,482,177	$	5,991,436

(1)	Reflects amounts payable pursuant to the Severance Plan.

(2)	Reflects amounts payable pursuant to the Change in Control Policy. Cash severance amount reflects both the cash severance payment and pro rata target bonus amount payable pursuant to that policy.

(3)	Amounts reported reflect the immediate vesting of unvested company matching contributions resulting from the occurrence of termination without cause, death, disability or termination for good reason following a change in control.

(4)	Amounts reported reflect the combined amount of outstanding grants to the executive under the Long-Term Incentive Plan and assumes that target performance for each performance period was met.

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3. Ms. Dennis

Potential Payments to Ms. Dennis Upon Termination ($)


Benefit	Retirement⁽¹⁾		Voluntary		For Cause		Death		Disability		Without Cause⁽²⁾		Without Cause or For Good Reason in Connection with Change in Control⁽³⁾
Cash Severance		—		—		—		—		—		1,025,231		1,831,936
Executive Annual Incentive Plan		293,312		—		—		293,312		293,312		—		—
Salary Deferral Program⁽⁴⁾				—		—		—		—		—		—
Long-Term Incentive Plan⁽⁵⁾		811,894		361,984		—		811,894		811,894		811,894		811,894
Health & Welfare
- Medical/COBRA		—		—		—		—		—		31,512		31,512
- Dental/COBRA		—		—		—		—		—		1,823		1,823
Outplacement Assistance		—		—		—		—		—		25,000		25,000
Tax Gross-Up		—		—		—		—		—		—		—

Totals	$	1,105,206	$	361,984	$	—	$	1,105,206	$	1,105,206	$	1,895,460	$	2,702,165

(1)

Ms. Dennis participates in the traditional defined benefit component of the Oncor Retirement Plan and the Supplemental Retirement Plan, and because she has reached age 65 and achieved 15 years of accredited service, under the terms of the plans she is eligible to retire upon termination of employment and her retirement benefits would not be subject to any retirement benefit payment reduction.

(2)	Reflects amounts payable pursuant to the Severance Plan.

(3)	Reflects amounts payable pursuant to the Change in Control Policy. Cash severance amount reflects both the cash severance payment and pro rata target bonus amount payable pursuant to that policy.

(4)	Ms. Dennis is fully vested in the Salary Deferral Program as a result of her eligibility to retire upon termination of employment, and therefore no additional vesting would occur as a result of any termination of her employment.

(5)	Amounts reported reflect the combined amount of outstanding grants to the executive under the Long-Term Incentive Plan and assumes that target performance for each performance period was met.

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4. Mr. Greer

Potential Payments to Mr. Greer Upon Termination ($)


Benefit	Retirement⁽¹⁾		Voluntary		For Cause		Death		Disability		Without Cause⁽²⁾		Without Cause or For Good Reason in Connection with Change in Control⁽³⁾
Cash Severance		—		—		—		—		—		1,200,308		3,627,832
Executive Annual Incentive Plan		408,958		—		—		408,958		408,958		—		—
Salary Deferral Program⁽⁴⁾		—		—		—		—		—		—		—
Long-Term Incentive Plan⁽⁵⁾		2,166,438		1,050,800		—		2,166,438		2,166,438		2,166,438		2,166,438
Health & Welfare
- Medical/COBRA		—		—		—		—		—		46,272		46,272
- Dental/COBRA		—		—		—		—		—		2,742		2,742
Outplacement Assistance		—		—		—		—		—		25,000		25,000
Tax Gross-Up		—		—		—		—		—		—		—

Totals	$	2,575,396	$	1,050,800	$	—	$	2,575,396	$	2,575,396	$	3,440,760	$	5,868,284

(1)

Mr. Greer participates in the traditional defined benefit component of the Oncor Retirement Plan and the Supplemental Retirement Plan, and because he has reached age 62 and achieved 15 years of accredited service, under the terms of the plans he is eligible to retire upon termination of employment and his retirement benefits would not be subject to any retirement benefit payment reduction.

(2)	Reflects amounts payable pursuant to the Severance Plan.

(3)	Reflects amounts payable pursuant to the Change in Control Policy. Cash severance amount reflects both the cash severance payment and pro rata target bonus amount payable pursuant to that policy.

(4)	Mr. Greer is fully vested in the Salary Deferral Program as a result of his eligibility to retire upon termination of employment, and therefore no additional vesting would occur as a result of any termination of his employment.

(5)	Amounts reported reflect the combined amount of outstanding grants to the executive under the Long-Term Incentive Plan and assumes that target performance for each performance period was met.

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5. Mr. Henry

Potential Payments to Mr. Henry Upon Termination ($)


Benefit	Voluntary		For Cause		Death		Disability		Without Cause⁽¹⁾		Without Cause or For Good Reason in Connection with Change in Control⁽²⁾
Cash Severance		—		—		—		—		1,052,103		3,557,412
Executive Annual Incentive Plan		—		—		401,103		401,103		—		—
Salary Deferral Program⁽³⁾						222,005		222,005		222,005		222,005
Long-Term Incentive Plan⁽⁴⁾		819,904		—		1,689,915		1,689,915		1,689,915		1,689,915
Health & Welfare
- Medical/COBRA		—		—		—		—		46,272		46,272
- Dental/COBRA		—		—		—		—		2,758		2,758
Outplacement Assistance		—		—		—		—		25,000		25,000
Tax Gross-Up		—		—		—		—		—		—

Totals	$	819,904	$	—	$	2,313,023	$	2,313,023	$	3,038,053	$	5,543,362

(1)	Reflects amounts payable pursuant to the Severance Plan.

(2)	Reflects amounts payable pursuant to the Change in Control Policy. Cash severance amount reflects both the cash severance payment and pro rata target bonus amount payable pursuant to that policy.

(3)	Amounts reported reflect the immediate vesting of unvested company matching contributions resulting from the occurrence of termination without cause, death, disability or termination for good reason following a change in control.

(4)	Amounts reported reflect the combined amount of outstanding grants to the executive under the Long-Term Incentive Plan and assumes that target performance for each performance period was met.

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Change in Control Policy

Oncor maintains the Change in Control Policy for our senior leadership team, which consists of our executive officers.

The Change in Control Policy provides that cause has the definition assigned to such term in any employment agreement or change-in-control agreement in effect between the executive and Oncor or any other surviving entity in any change in control transaction or any affiliate thereof which employs the executive at the time of and/or following the change in control (Surviving Company) at the time of termination of employment. If no such agreement exists, cause is defined as (i) the executive engaging in conduct in carrying out his or her employment duties to the Surviving Company that constitutes (a) a breach of fiduciary duty to the Surviving Company or its equity holders, (b) gross neglect, or (c) gross misconduct resulting in material and objectively determinable damage to the business of the Surviving Company, or (ii) the indictment of the executive for, or the executive’s plea of nolo contendere to, a felony or misdemeanor involving moral turpitude. In addition, the Change in Control Policy provides that a termination shall not constitute a termination for cause unless the executive has received written notice specifying the alleged misconduct constituting cause, the executive has been given an opportunity to be heard by the board of directors of the Surviving Company, as applicable, and following such hearing, the applicable board of directors determines in good faith and by at least a two-thirds vote that the termination for cause is appropriate under the circumstances.

The Change in Control Policy defines good reason to mean any of the following events or actions taken without the express, voluntary consent of the executive: (i) a material reduction in the executive’s base salary or incentive compensation opportunity, other than a broad-based reduction of base salaries or incentive compensation of all similarly situated executives of the Surviving Company, unless such broad-based reduction only applies to former executives of Oncor; (ii) a material reduction in the aggregate type, level or value of benefits for which the executive is eligible, immediately prior to the change in control, other than a broad-based reduction applicable to all similarly situated executives of the Surviving Company, unless such reduction only applies to former executives of Oncor; (iii) a material reduction in the executive’s authority, duties or responsibilities, including an adverse change in (a) the executive’s title, reporting level, reporting line or structure, scope of responsibilities, or management authority, or (b) the scope or size of the business, entity, or budget for which the executive had responsibility, in each case as in effect immediately prior to the effective time of the change in control; (iv) the executive’s primary work location is relocated, resulting in an increase in the executive’s work commute in excess of thirty-five miles more than the executive’s work commute immediately prior to the change in control; (v) a material breach by the Surviving Company of the terms of any employment agreement with the executive; (vi) the failure of Oncor to obtain an agreement by the Surviving Company, if such entity is not Oncor, to fully assume and perform the provisions of the Change in Control Policy; or (vii) the executive is asked or required to resign in connection with a change in control and does so resign. In order to constitute a resignation with good reason, however, (x) the executive must provide written notice to the Surviving Company describing the event or condition constituting good reason within a period of not more than 90 days from the initial occurrence of such event or circumstance, (y) if the applicable event or circumstance is capable of being cured, the Surviving Company fails or refuses to fully remedy such event or circumstance within a 30-day cure period following the receipt of such notice, and (z) the executive terminates their employment within two years following the initial existence of one or more of the preceding events or actions.

The Change in Control Policy defines a change in control as any one or more of the following events: (i) the acquisition, in one transaction or a series of transactions, of direct or indirect ownership of the equity of Oncor or Sempra that, together with the equity held by such person or group, constitutes more than 50% of the total fair market value, total direct or indirect voting power, or the direct or indirect beneficial ownership of Oncor or Sempra, other than any acquisition of Oncor’s equity by a wholly-owned subsidiary of Sempra; (ii) the acquisition, during any 12-month period, by any person or group, in one transaction or a series of transactions, of direct or indirect equity of Oncor or Sempra that constitutes 30% or more of the total fair market value, the total direct or indirect voting power, or the direct or indirect beneficial ownership of Oncor or Sempra, other than any acquisition of Oncor equity by a wholly-owned subsidiary of Sempra; (iii) any sale, lease, exchange or other transfer (in one transaction or in a series of transactions) of all, or substantially all, of Oncor’s assets, other than to a wholly-owned subsidiary of Sempra; (iv) the consummation of a transaction for which the PUCT approved a transfer or change of control (operational or otherwise) of Oncor; or (v) a material change to the terms of the Approved Ring Fence (as defined in the Limited Liability Company Agreement).

Our executive officers are eligible to receive the following under the Change in Control Policy:

•

A one-time lump sum cash severance payment in an amount equal to the greater of (i) a multiple (three times for our chief executive, executive vice presidents, chief financial officer and general counsel (Messrs. Nye, Clevenger, Greer, and Henry), and two times for each other executive officer) of the sum of the executive’s (a) annualized base salary and (b) target annual incentive award for the year of termination or resignation, or (ii) the amount determined under Oncor’s severance plan for non-executive employees (which pays two weeks of an employee’s pay for every year of service up to the 20^th year of service, and three-weeks’ pay for every year of service above 20 years of service);

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•

A cash bonus in an amount equal to a pro rata portion of the executive’s target annual incentive award for the year of termination;

•

Continued coverage at our or the Surviving Company’s expense, as applicable, under our health care benefit plans for the applicable COBRA period with the executive’s contribution for such plans being at the applicable employee rate for 18 months (unless and until the executive becomes eligible for benefits with another employer) and, if the executive is covered under our healthcare plans through the end of such period, at the end of such continued coverage the executive may continue participation in our health care plans at the applicable COBRA rate for 18 months, in the case of the CEO, or six months, in the case of each other executive, and Oncor or the Surviving Company, as applicable, will reimburse the executive the monthly difference between the applicable employee rate for such coverage and the COBRA rate paid by the executive for such period;

•

Outplacement assistance at our expense for 18 months, in the case of the CEO, or one year, in the case of the other executive officers, up to a maximum of $40,000 for the CEO, and $25,000 for other executives;

•

Reimbursement of reasonable legal fees and expenses incurred by an executive in disputing in good faith the benefits under the Change in Control Policy, up to a maximum of $250,000 for each executive;

•

Any vested, accrued benefits to which the executive is entitled under any of our employee benefits plans; and

•

If any of the severance benefits described in the Change in Control Policy or any other payments to be received by the executive shall result in an excise tax pursuant to Code Sections 280G or 4999 (excess parachute payments), payable by the executive, then depending on the amounts of any such payments, either (i) a tax gross-up payment will be made to the executive to cover such additional taxes or (ii) a reduction of benefits will be made pursuant to the Change in Control Policy to bring total applicable amounts payable to the executive under the Change in Control Policy and any other payments below the excise tax threshold.

The Change in Control Policy attaches a form of an agreement and release that each executive is required to sign prior to receipt of benefits under the Change in Control Policy, and such form of agreement and release contains a one year non-solicitation period and provisions regarding confidentiality and non-disparagement. For a period of one year after a termination contemplated by the policy, a participant may not recruit, solicit, induce, encourage or in any way cause any employee, consultant or contractor engaged by Oncor or any affiliate to terminate his or her relationship with Oncor. The Change in Control Policy may be amended by our board of directors or a duly authorized committee of our board of directors at any time, except that any amendments that adversely affects the benefits available to eligible participants cannot be made within 24 months of a change in control or while the company is in the process of negotiating a potential transaction or event which, if consummated, would constitute a change in control.

Severance Plan

We maintain the Severance Plan for our executive team, which consists of our executive officers and certain non-executive vice presidents. The purpose of the Severance Plan is to provide benefits to eligible executives who are not eligible for severance pursuant to another plan or agreement (including an employment agreement) and whose employment is involuntarily terminated for reasons other than:

•

Cause, which is defined as either (a) the definition in any executive’s applicable employment agreement or change in control agreement, or (b) if there is no such employment or change in control agreement, cause exists: (i) if, in carrying out his or her duties to the company, an executive engages in conduct that constitutes (A) a breach of his or her fiduciary duty to Oncor, its subsidiaries or shareholders (including a breach or attempted breach of the restrictive covenants under the Severance Plan), (B) gross neglect or (C) gross misconduct resulting in material economic harm to Oncor or its subsidiaries, taken as a whole, or (ii) upon the indictment of the executive, or the plea of guilty or nolo contendere by the executive to a felony or a misdemeanor involving moral turpitude;

•

Participation in our employee long-term disability plan or any successor plan; or

•

A transaction involving the company or any of its affiliates in which the executive is offered employment with a company involved in, or related to, the transaction.

Our executive officers are eligible to receive the following under the Severance Plan:

•

For covered executives other than our CEO, a one-time lump sum cash severance payment in an amount equal to the greater of (i) the covered executive’s annualized base salary in effect immediately before the termination, plus the covered executive’s target annual incentive award for the year of the termination, or (ii) the amount determined under Oncor’s severance plan for non-executive employees;

•

For our CEO, a one-time lump sum cash severance payment in an amount equal to the greater of: (i) (a) a multiple of two times base salary in effect immediately before the termination plus a multiple of two times the target annual incentive award for the year of termination, plus (b) the target annual incentive award for the year of the termination, or (ii) the amount determined under the Oncor’s severance plan for non-executive employees;

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•

Continued coverage at our expense under our health care benefit plans for 18 months, with the executive’s contribution for such plans being at the applicable employee rate (unless and until the executive becomes eligible for coverage for benefits through employment with another employer, at which time the executive’s required contribution shall be the applicable COBRA rate) and, if the executive is covered under our healthcare plans through the end of such period, at the end of such continued coverage the executive may continue participation in our health care plans at the applicable COBRA rate for 18 months, in the case of the CEO, or six months, in the case of each other executive, and Oncor will reimburse the executive the monthly difference between the applicable employee rate for such coverage and the COBRA rate paid by the executive for such period;

•

Outplacement assistance at the company’s expense for 18 months, in the case of the CEO, or one year, in the case of other executive officers, up to a maximum of $40,000 for the CEO, and $25,000 for other executives; and

•

Any vested accrued benefits to which the executive is entitled under Oncor’s employee benefits plans.

In order to receive benefits under the plan, a participant must enter into an agreement and release within 45 days of being notified by us of such participant’s eligibility to receive benefits under the plan. The Severance Plan also provides that for a period of one year after a termination contemplated by the plan, a participant may not recruit, solicit, induce or in any way cause any employee, consultant or contractor engaged by Oncor to terminate his or her relationship with Oncor. The Severance Plan also contains provisions relating to confidentiality and non-disparagement.

Long-Term Incentive Plan

For information concerning change of control and termination payouts for awards granted under the Long-Term Incentive Plan, see the narrative that follows the Grants of Plan-Based Awards – 2022 table.

Salary Deferral Program

For information concerning vesting upon a change of control and termination for good reason, see the narrative that follows the Nonqualified Deferred Compensation – 2022 table.

CEO Pay Ratio for Fiscal Year 2022

Pay Ratio

Our CEO to median employee pay ratio has been calculated in accordance with the rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act and is calculated in a manner consistent with Item 402(u) of Regulation S-K. Mr. Nye’s annual total compensation for 2022, as shown in the Summary Compensation Table above, was $7,415,714.

The median Oncor employee’s annual total compensation in 2022 (other than Mr. Nye) was $141,535, calculated using the same methodology as used in the calculation of the Summary Compensation Table, consisting of base salary, bonus, non-equity incentive plan compensation, change in pension value and non-qualified deferred compensation earnings, and all other compensation (for the median employee, all other compensation consisted of the Oncor thrift plan company match). As a result, the ratio of Mr. Nye’s annual total compensation in 2022 to the median annual total compensation of all Oncor employees (other than Mr. Nye) in 2022 was 52:1, when calculated in a manner consistent with Item 402(u) of Regulation S-K.

Identification of Median Employee

We identified a median employee in 2021, Because there have been no meaningful changes to our employee population or employee compensation arrangements that we reasonably believe would significantly affect the pay ratio disclosure, we have used the same median employee identified in 2021. For purposes of determining the median Oncor employee in 2021, we evaluated all employees, other than Mr. Nye, employed by Oncor as of October 31, 2021 and calculated each such employee’s total cash compensation received through October 31, 2021. Total cash compensation consists of base pay, any incentive compensation, bonuses, and any other cash payments, including, without limitation, any overtime adjustments, overtime meals, taxable reimbursable expenses, holiday pay, and salary deferral program payouts. We did not make any material assumptions, adjustments, or estimates with respect to total cash compensation and we did not annualize the compensation for any full-time employees that were not employed by us for all of 2021. The total compensation of each employee other than Mr. Nye was then ranked lowest to highest to determine the median employee.

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Annual Total Compensation

After identifying the median employee based on total cash compensation, as described above, we calculated annual total compensation for such employee using the same methodology we use for our Named Executive Officers as set forth in the Summary Compensation Table above.

Risk Assessment of Compensation Policies and Practices

The O&C Committee reviews the compensation policies and practices applicable to Oncor’s employees (both executive and non-executive) annually during the first quarter of the year in order to determine whether such compensation policies and practices create risks that are reasonably likely to have a material adverse effect on Oncor. In February 2023, the O&C Committee concluded that current compensatory policies and practices do not create risks that are reasonably likely to have a material adverse effect on Oncor. In arriving at this conclusion, the O&C Committee discussed with management the various compensation policies and practices of the company and the compensation payable pursuant to each, and evaluated whether the compensation payable under each plan or policy could result in (i) incenting employees to take risks that could result in a material adverse effect to Oncor, or (ii) payments by the company significant enough to cause a material adverse effect to Oncor.

We believe that the following factors in our employee compensation program limit risks that could be reasonably likely to have a material adverse effect on the company:

•

Our compensation program is designed to provide a mix of base salary, annual cash incentives and (for eligible employees) long-term cash incentives, which we believe motivates employees to perform at high levels while mitigating any incentive for short-term risk-taking that could be detrimental to our company’s long-term best interests.

•

Our annual cash incentive programs for both executives and non-executives and long-term incentives for eligible employees under our Long-Term Incentive Plan are subject to maximum payout levels of 150%, which help avoid excessive total compensation and reduce the incentive to engage in unnecessarily risky behavior.

•

We place an emphasis on individual, non-financial performance metrics in determining individual compensation amounts through annual incentive performance modifiers that can adjust awards upward or downward, which serves to restrain the influence of objective factors on incentive pay and also provides management (in the case of non-executive employees) and the O&C Committee (in the case of executive employees) the discretion in certain situations to adjust compensation downward if behaviors are not consistent with Oncor’s business values and objectives.

•

Long-term incentives for eligible employees under the Long-Term Incentive Plan are measured over three years to ensure employees have significant value tied to the long-term performance of the company.

•

We have internal controls over financial reporting and other financial, operational and compliance policies and practices designed to keep our compensation programs from being susceptible to manipulation by any employee, including our executive officers.

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DIRECTOR COMPENSATION

The O&C Committee determines compensation for members of our board of directors. Directors who are current officers of Oncor and the member directors designated by each of Sempra (through Oncor Holdings) and Texas Transmission to serve on our board of directors do not receive any fees for their service as a director. See “Directors, Executive Officers and Corporate Governance—Director Appointments” for information regarding the designation of member directors. Oncor reimburses all directors for reasonable expenses incurred in connection with their services as directors.

The table below sets forth information regarding the aggregate compensation paid to the members of our board of directors during the fiscal year ended December 31, 2022, other than E. Allen Nye, Jr., whose compensation from Oncor is discussed in “—Compensation Discussion and Analysis” and “—Compensation Tables.” Mr. Nye did not receive any compensation for his service on our board of directors.


Name		Total Fees Earned or Paid in Cash ($)
Thomas M. Dunning⁽¹⁾		272,500
Robert A. Estrada ⁽²⁾		262,500
Printice L. Gary ⁽³⁾		242,500
William T. Hill, Jr. ⁽⁴⁾		257,500
Timothy A. Mack ⁽⁵⁾		260,000
Jeffrey W. Martin ⁽⁶⁾		—
Trevor I. Mihalik ⁽⁷⁾		—
Helen M. Newell ⁽⁸⁾		—
Alice L. Rodriguez ⁽⁹⁾		242,500
Robert S. Shapard ⁽¹⁰⁾		342,500
W. Kelvin Walker ⁽¹¹⁾		242,500
Steven J. Zucchet ⁽¹²⁾		—

(1)

Mr. Dunning’s “Total Fees Earned or Paid in Cash” column reflects the following fees, paid quarterly in arrears: (i) $60,000 for each of the first three quarters of 2022 for serving as a member of our board of directors, (ii) $62,500 for the last quarter of 2022 for serving as a member of our board of directors, and (iii) $7,500 for each quarter of 2022 for serving as our Lead Disinterested Director. Mr. Dunning resigned from our board effective March 8, 2023, in connection with our Limited Liability Company Agreement requirement that two Disinterested Directors roll off our board of directors. See “Directors, Executive Officers and Corporate Governance—Director Appointments” for more information.

(2)

Mr. Estrada’s “Total Fees Earned or Paid in Cash” column reflects the following fees, paid quarterly in arrears: (i) $60,000 for each of the first three quarters of 2022 (of which $3,600 was attributable each quarter to his service as a member of the board of directors of Oncor Holdings) for serving as a member of our board of directors, (ii) $62,500 for the last quarter of 2022 (of which $3,750 was attributable to his service as a member of the board of directors of Oncor Holdings) for serving as a member of our board of directors, and (iii) $5,000 for each quarter of 2022 for serving as chair of the Audit Committee of our board of directors.

(3)

Mr. Gary’s “Total Fees Earned or Paid in Cash” column reflects the following fees, paid quarterly in arrears: (i) $60,000 for each of the first three quarters of 2022 (of which $3,600 was attributable each quarter to his service as a member of the board of directors of Oncor Holdings) for serving as a member of our board of directors and (ii) $62,500 for the last quarter of 2022 (of which $3,750 was attributable to his service as a member of the board of directors of Oncor Holdings) for serving as a member of our board of directors.

(4)

Mr. Hill’s “Total Fees Earned or Paid in Cash” column reflects the following fees, paid quarterly in arrears: (i) $60,000 for each of the first three quarters of 2022 (of which $3,600 was attributable each quarter to his service as a member of the board of directors of Oncor Holdings) for serving as a member of our board of directors, (ii) $62,500 for the last quarter of 2022 (of which $3,750 was attributable to his service as a member of the board of directors of Oncor Holdings) for serving as a member of our board of directors, and (iii) $3,750 for each quarter of 2022 for serving as chair of the Governance and Sustainability Committee of our board of directors. Mr. Hill resigned from our board effective March 8, 2023, in connection with our Limited Liability Company Agreement requirement that two Disinterested Directors roll off our board of directors. See “Directors, Executive Officers and Corporate Governance—Director Appointments” for more information.

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(5)

Mr. Mack’s “Total Fees Earned or Paid in Cash” column reflects the following fees, paid quarterly in arrears: (i) $60,000 for each of the first three quarters of 2022 (of which $3,600 was attributable each quarter to his service as a member of the board of directors of Oncor Holdings) for serving as a member of our board of directors, (ii) $62,500 for the last quarter of 2022 (of which $3,750 was attributable to his service as a member of the board of directors of Oncor Holdings) for serving as a member of our board of directors, and (iii) $4,375 for each quarter of 2022 for serving as chair of the O&C Committee of our board of directors.

(6)	Mr. Martin was designated to serve on our board of directors by Sempra (through Oncor Holdings) in March 2018. Mr. Martin does not receive any compensation from Oncor for serving as a member of our board of directors.

(7)	Mr. Mihalik was designated to serve on our board of directors by Sempra (through Oncor Holdings) effective March 2020. Mr. Mihalik does not receive any compensation from Oncor for serving as a member of our board of directors.

(8)	Ms. Newell was designated to serve on our board of directors by Texas Transmission in July 2019. Ms. Newell does not receive any compensation from Oncor for serving as a member of our board of directors.

(9)

Ms. Rodriguez’s “Total Fees Earned or Paid in Cash” column reflects the following fees, paid quarterly in arrears: (i) $60,000 for each of the first three quarters of 2022 (of which $3,600 was attributable each quarter to her service as a member of the board of directors of Oncor Holdings) for serving as a member of our board of directors and (ii) $62,500 for the last quarter of 2022 (of which $3,750 was attributable to her service as a member of the board of directors of Oncor Holdings) for serving as a member of our board of directors.

(10)

Mr. Shapard’s “Total Fees Earned or Paid in Cash” column reflects the following fees, paid quarterly in arrears: (i) $60,000 for each of the first three quarters of 2022 (of which $3,600 was attributable each quarter to his service as a member of the board of directors of Oncor Holdings) for serving as a member of our board of directors, (ii) $62,500 for the last quarter of 2022 (of which $3,750 was attributable to his service as a member of the board of directors of Oncor Holdings) for serving as a member of our board of directors, and (ii) $25,000 for each quarter of 2022 (of which $1,500 was attributable each quarter to his service as non-executive Chairman of the board of directors of Oncor Holdings) for serving as non-executive Chairman of our board of directors. Mr. Shapard, who retired as Oncor’s CEO in 2018, receives certain payments from Oncor attributable to his prior service as an employee under the Salary Deferral Program as well as certain healthcare premium reimbursements pursuant to our previous executive change in control policy. As these payments are attributable solely to his previous employment as an officer and are not related to his service as a director, these amounts are not included in this table as director compensation.

(11)

Mr. Walker’s “Total Fees Earned or Paid in Cash” column reflects the following fees, paid quarterly in arrears: (i) $60,000 for each of the first three quarters of 2022 (of which $3,600 was attributable each quarter to his service as a member of the board of directors of Oncor Holdings) for serving as a member of our board of directors and (ii) $62,500 for the last quarter of 2022 (of which $3,750 was attributable to his service as a member of the board of directors of Oncor Holdings) for serving as a member of our board of directors.

(12)	Mr. Zucchet was designated to serve on our board of directors by Texas Transmission in November 2008. Mr. Zucchet does not receive any compensation from Oncor for serving as a member of our board of directors.

The O&C Committee determines director compensation for the Disinterested Directors on our board of directors and our non-executive Chairman of the board of directors. All director fees are paid quarterly, in arrears. Each Disinterested Director and our non-executive Chairman receive a fee for serving on our board of directors. In addition, the chair of each committee, our Lead Disinterested Director, and our non-executive Chairman each receive additional fees for serving in such roles. For the first three quarters of 2022 in which they served on our board of directors, each Disinterested Director and our non-executive Chairman (Mr. Shapard) received a fee of $60,000, of which amount $3,600 for each of the directors who also served on the board of directors of Oncor Holdings (which consisted of Ms. Rodriguez and Messrs. Estrada, Gary, Hill, Mack, Shapard, and Walker) was attributable, based on the quarters served, to such director’s service as a member of the board of directors of Oncor Holdings and was paid by Oncor but reimbursed to Oncor by Oncor Holdings. For the last quarter of 2022 in which they served on our board of directors, each Disinterested Director and our non-executive Chairman (Mr. Shapard) received a fee of $62,500, of which amount $3,750 for each of the directors who also served on the board of directors of Oncor Holdings was attributable to such directors’ service as a member of the board of directors of Oncor Holdings and was paid by Oncor but reimbursed to Oncor by Oncor Holdings. See below for a further discussion on the changes to the fee received by the Disinterested Directors and our non-executive Chairman for serving as a member of our board of directors and the board of directors of Oncor Holdings. In addition, for each quarter of 2022, the chair of the Audit Committee (Mr. Estrada) received an additional $5,000 quarterly fee, the former chair of the Governance & Sustainability Committee (Mr. Hill) received an additional $3,750 quarterly fee, and the chair of the O&C Committee (Mr. Mack) received an additional $4,375 quarterly fee for the extra responsibilities associated with each such positions. For each quarter of 2022,

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our Lead Disinterested Director (Mr. Dunning) received an additional $7,500 quarterly fee for the additional duties associated with that position, and our non-executive Chairman (Mr. Shapard) received an additional $25,000 quarterly fee for the additional duties associated with that position (of which amount $1,500 was attributable each quarter to his service as non-executive Chairman of the board of directors of Oncor Holdings and was paid by Oncor but reimbursed to Oncor by Oncor Holdings).

In October 2022, the O&C Committee engaged PricewaterhouseCoopers to conduct competitive market analysis of the fees received by our Disinterested Directors, our non-executive Chairman, Lead Disinterested Director, and our committee chairs using the same peer group used in the October 2022 analysis of executive compensation. See “—Overview—Compensation Benchmarking and Market Data—October 2022 Annual Survey and Peer Group Analysis” for a description of this peer group. As a result of this review, the O&C Committee increased the fee received by the Disinterested Directors and our non-executive Chairman to $62,500 per quarter to reflect the 50^th percentile of fees paid by companies in the peer group, effective as of the quarter beginning October 1, 2022.

Our Limited Liability Company Agreement provides that each of Sempra and Texas Transmission has the right to designate two member directors to serve on our board of directors. None of those four director positions (currently held by Messrs. Martin, Mihalik, and Zucchet and Ms. Newell) receives compensation from us for his or her service as a director. Mr. Nye, our CEO, does not receive compensation for his service as a director. For a description of the independence standards applicable to our Disinterested Directors, see “Certain Relationships and Related Transactions, and Director Independence.”

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED

STOCKHOLDER MATTERS

Equity Compensation Plan Information

As of September 30, 2023 and December 31, 2022, Oncor had no compensation plans in place that authorized the issuance of equity securities of Oncor.

Security Ownership of Equity Interests of Oncor by Certain Beneficial Owners and Management

The following table lists the number of limited liability company membership interests (LLC Units) of Oncor beneficially owned at December 7, 2023 by the holders of more than 5% of our LLC Units (based on information made available to Oncor), our current directors and the Named Executive Officers listed in “Executive Compensation—Summary Compensation Table.” See also “Our Business and Properties—Ring-Fencing Measures” and Note 1 to Annual Financial Statements for a discussion of the various ring-fencing measures that have been taken to enhance the separateness between us and entities with ownership interests in us. As a result of these measures, holders of our LLC Units do not control us, and the ring-fencing measures limit their ability to direct our management, policies and operations.

The amounts and percentages of LLC Units beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.


Name	Amount and Nature of Beneficial Ownership		Percent of Class
Sempra (a)		509,587,500		80.25%
Texas Transmission Investment LLC (b)		125,412,500		19.75%

Name of Director or Named Executive Officer
Don J. Clevenger		—		—
Deborah L. Dennis		—		—
Robert A. Estrada		—		—
Printice L. Gary		—		—
James A. Greer		—		—
Matthew C. Henry		—		—
Margaret S.C. Keliher		—		—
Timothy A. Mack		—		—
Jeffrey W. Martin (c)		—		—
Trevor I. Mihalik (d)		—		—
Helen M. Newell (e)		—		—
E. Allen Nye, Jr.		—		—
Alice L. Rodriguez		—		—
Luis J. Saenz		—		—
Robert S. Shapard		—		—
W. Kelvin Walker		—		—
Steven J. Zucchet (f)		—		—
All current directors and executive officers as a group (21 persons)		—		—

(a)

Reflects 509,587,500 LLC Units of Oncor owned by Oncor Holdings. The sole member of Oncor Holdings is STIH. The sole member of STIH is STH. STH is wholly owned by Sempra. The address of Oncor Holdings is 1616 Woodall Rodgers Freeway, Dallas, TX 75202 and the address of each of Sempra, STIH and STH is 488 8^th Avenue, San Diego, CA 92101.

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(b)

Texas Transmission beneficially owns 125,412,500 LLC Units of Oncor. The sole member of Texas Transmission is Texas Transmission Finco LLC (TTHC Finco), whose sole member is Texas Transmission Holdings Corporation (TTHC). The address of each of Texas Transmission, TTHC Finco, and TTHC is 1100 North Market Street, 4^th Floor, Wilmington, DE 19890. BPC Health Corporation (BPC Health) and Borealis Power Holdings Inc. (Borealis Power) may be deemed, as a result of their ownership of 50.5% of the shares of Class A Common Stock of TTHC (Class A Shares) and 50.5% of the shares of Class B Common Stock of TTHC (Class B Shares), respectively, and certain provisions of TTHC’s Second Amended and Restated Shareholders Agreement (which provide that BPC Health and Borealis Power, when acting together with Cheyne Walk Investment Pte Ltd (Cheyne Walk), may direct TTHC in certain matters), to have beneficial ownership of the 125,412,500 LLC Units owned by Texas Transmission. OMERS Administration Corporation (OAC), acting through its infrastructure entity, BPC Penco Corporation, beneficially owns BPC Health and, therefore, OAC may also be deemed to have beneficial ownership of such LLC Units. Borealis Power is wholly owned by Borealis Infrastructure Corporation and Borealis Management Trust owns 70% of the voting shares of Borealis Infrastructure Corporation. The trustee of Borealis Management Trust is Borealis Infrastructure Holdings Corporation and, therefore, Borealis Infrastructure Holdings Corporation may also be deemed to have beneficial ownership of such LLC Units. The address of OAC is 900-100 Adelaide Street West, Toronto, Ontario, Canada M5H OE2. The address of Borealis Infrastructure Holdings Corporation is 333 Bay Street, Suite 2400, Toronto, Ontario, Canada M5H 2T6. Cheyne Walk may be deemed, as a result of its ownership of 49.5% of each of the Class A Shares and the Class B Shares of TTHC, and certain provisions of TTHC’s Second Amended and Restated Shareholders Agreement (which provide that Cheyne Walk, when acting together with BPC Health and Borealis Power, may direct TTHC in certain matters), to have beneficial ownership of the 125,412,500 LLC Units owned by Texas Transmission. Cheyne Walk shares the power to vote and the power to dispose of 49.5% of each of the Class A Shares and the Class B Shares of TTHC with GIC Special Investments Pte Ltd (GICSI) and GIC Private Limited (GICPL), both of which are private limited companies incorporated in Singapore. GICSI is wholly owned by GICPL, and is the private equity and infrastructure investment arm of GICPL. GICPL is wholly owned by the Government of Singapore and was set up with the sole purpose of managing Singapore’s foreign reserves. The Government of Singapore disclaims beneficial ownership of the LLC Units held by Texas Transmission. The address of each of Cheyne Walk, GICSI and GICPL is 168 Robinson Road, #37-01, Capital Tower, Singapore 068912.

(c)	Mr. Martin is the chairman, chief executive officer and president of Sempra. Mr. Martin does not have voting or investment power over, and disclaims beneficial ownership of, the LLC Units beneficially owned by Sempra.

(d)	Mr. Mihalik is the executive vice president and chief financial officer of Sempra. Mr. Mihalik does not have voting or investment power over, and disclaims beneficial ownership of, the LLC Units beneficially owned by Sempra.

(e)	Ms. Newell is a managing director – infrastructure for GICSI and a member of the board of directors, treasurer, and senior vice president of TTHC. Ms. Newell does not have voting or investment power over, and disclaims beneficial ownership of, the LLC Units held by Texas Transmission.

(f)

Mr. Zucchet is a member of the board of directors and holds the office of managing director of OMERS Infrastructure Management Inc. and is a member of the board of directors and senior vice president of TTHC. Mr. Zucchet does not have voting or investment power over, and disclaims beneficial ownership of, the LLC Units held by Texas Transmission.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Our board of directors has adopted a written policy regarding related person transactions as part of our corporate governance guidelines. Under this policy, a related person transaction shall be consummated or shall continue only if:

the Audit Committee of our board of directors approves or ratifies such transaction in accordance with the policy and if the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party;

the transaction is approved by the disinterested members of the board of directors; or

the transaction involves compensation approved by the O&C Committee of the board of directors.

For purposes of this policy, the term “related person” means any related person pursuant to Item 404 of Regulation S-K of the Securities Act, except for transactions with Sempra and its affiliates (other than the Oncor Ring-Fenced Entities), which transactions are subject to restrictions set forth in our Limited Liability Company Agreement.

A “related person transaction” is a transaction between us and a related person (including any transactions requiring disclosure under Item 404 of Regulation S-K under the Securities Act, if applicable), other than the types of transactions described below, which are deemed to be pre-approved by the Audit Committee:

any compensation paid to an executive officer or director if the compensation is reported (or would have been reported, in the case of executive officers that are not named executive officers) under Item 402 of Regulation S-K of the Securities Act, provided that such executive officer or director is not an immediate family member of an executive officer or director and provided that the board of directors or the O&C Committee has approved such compensation;

any transaction with another company at which a related person’s only relationship is as a director or beneficial owner of less than 10% of that company’s (other than a partnership) ownership interests;

any charitable contribution, grant or endowment by us to a charitable organization, foundation or university at which a related person’s only relationship is as an employee (other than an executive officer) or director;

any transaction with a partnership in which a related person’s only relationship is as a limited partner, and the related person is not a general partner and does not hold another position in the partnership, and all related persons have an interest of less than 10% in the partnership;

transactions where the related person’s interest arises solely from the ownership of Oncor’s equity securities and all holders of that class of equity securities received the same benefit on a pro rata basis;

transactions involving a related party where the rates or charges involved are determined by competitive bids;

any transaction with a related party involving the rendering of services as a common or contract carrier, or public utility, as rates or charges fixed in conformity with law or governmental authority;

any transaction with a related party involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar service;

transactions available to all employees or customers generally (unless required to be disclosed under Item 404 of Regulation S-K of the Securities Act, if applicable);

10.

transactions involving less than $100,000 when aggregated with all similar transactions;

11.

transactions between Oncor and its subsidiaries or between subsidiaries of Oncor;

12.

transactions not required to be disclosed under Item 404 of Regulation S-K of the Securities Act; and

13.

open market purchases of Oncor or its subsidiaries’ debt or equity securities and interest payments on such debt securities.

Our board of directors has determined that it is appropriate for its Audit Committee to review and approve or ratify related person transactions. In unusual circumstances, we may enter into related person transactions in advance of receiving approval, provided that such related person transactions are reviewed and ratified as soon as reasonably practicable by the Audit Committee of the board of directors. If the Audit Committee determines not to ratify such transactions, we shall make all reasonable efforts to cancel or otherwise terminate such transactions.

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The related person transactions policy described above also does not apply to Sempra and its subsidiaries and affiliates (other than the Oncor Ring-Fenced Entities), which are subject to restrictions set forth in our Limited Liability Company Agreement. Our Limited Liability Company Agreement requires that we maintain an arm’s-length relationship with the Sempra and its affiliates (other than the Oncor Ring-Fenced Entities) or any other direct or indirect equity holders of Oncor or Oncor Holdings, consistent with the PUCT’s rules applicable to Oncor, and only enter into transactions with Sempra and its affiliates (other than the Oncor Ring-Fenced Entities) that are both (i) on a commercially reasonable basis, and (ii) if such transaction is material, approved by (a) a majority of the members of our board of directors, and (b) prior to a Trigger Event (as defined in our Limited Liability Company Agreement), the directors appointed by Texas Transmission, at least one of whom must be present and voting in order to approve the transaction.

Related Party Transactions

Operation Agreement With Sharyland

Pursuant to the PUCT order in Docket No. 48929 relating to Oncor’s 2019 acquisition of InfraREIT, Inc., we entered into an operation agreement with Sharyland pursuant to which we provide certain operations services to them at cost with no markup or profit. We provided Sharyland with approximately $485,000, $639,000, $592,000, and $629,000 worth of services pursuant to this agreement in the nine months ended September 30, 2023, and in full year 2022, 2021 and 2010, respectively. Sempra holds an indirect 50% indirect in Sharyland Holdings, L.P., the parent of Sharyland.

Our Limited Liability Company Agreement requires that any material transactions with Sempra and its subsidiaries and affiliates (other than the Oncor Ring-Fenced Entities) be approved by a majority of our board of directors and the directors appointed by Texas Transmission present and voting, provided that at least one director appointed by Texas Transmission must be present and voting. The operation agreement was approved by our board of directors, including the directors appointed by Texas Transmission, who were both present and voting.

Tax-Sharing Arrangements

We are not a member of another entity’s consolidated tax group, but our owners’ federal income tax returns include their portion of our results. Under the terms of a tax sharing agreement among us, Oncor Holdings, Texas Transmission, and STH (as successor to EFH Corp.), we are generally obligated to make payments to our owners, pro rata in accordance with their respective membership interests, in an aggregate amount that is substantially equal to the amount of federal income taxes that we would have been required to pay if we were filing our own corporate income tax return. STH will file a combined Texas margin tax return which includes our results and our share of Texas margin tax payments, which are accounted for as income taxes and calculated as if we were filing our own return. See discussion in Note 1 to Annual Financial Statements under “Provision in Lieu of Income Taxes.” Under the “in lieu of” tax concept, all in lieu of tax assets and tax liabilities represent amounts that will eventually be settled with our members. In the unlikely event such amounts are not paid under the tax sharing agreement, it is probable that they would be reimbursed to rate payers.

At September 30, 2023, we had $35 million net payables to members under the agreement. It consisted of a current Texas margin tax payable to Sempra totaling $21 million and federal income taxes payable totaling $14 million ($11 million payable to Sempra and $3 million payable to Texas Transmission).

At December 31, 2022, we had $45 million net payables to members under the agreement. It consisted of a current Texas margin tax payable to Sempra totaling $27 million and federal income taxes payable totaling $18 million ($14 million payable to Sempra and $4 million payable to Texas Transmission).

At December 31, 2021, we had $18 million net payables to members under the agreement. It consisted of a current Texas margin tax payable to Sempra totaling $24 million, partially offset by federal income tax receivables totaling $6 million ($5 million due from Sempra and $1 million due from Texas Transmission).

At December 31, 2020, we had $16 million net payables to members under the agreement. It consisted of a current Texas margin tax payable to Sempra totaling $23 million, partially offset by federal income tax receivables totaling $7 million ($6 million due from Sempra and $1 million due from Texas Transmission).

We made a net in lieu of income tax payment of $112 million (including $67 million and $17 million in federal income tax-related payments to Sempra and Texas Transmission, respectively, and $28 million in Texas margin tax-related payments to Sempra) in the nine months ended September 30, 2023.

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We made a net in lieu of income tax payment of $123 million (including $79 million and $20 million in federal income tax-related payments to Sempra and Texas Transmission, respectively, and $24 million in Texas margin tax-related payments to Sempra) in the year ended December 31, 2022.

We made a net in lieu of income tax payment of $84 million (including $49 million and $12 million in federal income tax-related payments to Sempra and Texas Transmission, respectively, and $23 million in Texas margin tax-related payments to Sempra) in the year ended December 31, 2021.

We made a net in lieu of income tax payment of $109 million (including $70 million and $17 million in federal income tax-related payments to Sempra and Texas Transmission, respectively and $22 million in Texas margin tax-related payment to Sempra) in the year ended December 31, 2020.

Third Amended and Restated Limited Liability Company Agreement of Oncor

In March 2018, in connection with the closing of the Sempra Acquisition, Oncor’s Limited Liability Company Agreement was amended and restated in its entirety as set forth in the Limited Liability Company Agreement. The Limited Liability Company Agreement of Oncor among other things, sets out the members’ respective governance rights in respect of their ownership interests in Oncor. Among other things, the Limited Liability Company Agreement provides for the management of Oncor by a board of directors consisting of 13 members, including seven Disinterested Directors, two directors designated by Texas Transmission (subject to certain conditions), two directors designated indirectly by Sempra and two directors that are current or former officers of Oncor. Texas Transmission also has the right to designate one non-voting observer to the board of directors, who is entitled to attend all meetings of the board of directors (subject to certain exceptions) and receive copies of all notices and materials provided to the board of directors.

The Limited Liability Company Agreement prohibits Oncor and its subsidiaries from taking certain material actions outside the ordinary course of business without prior approvals by the members, some or all of the Disinterested Directors and/or the directors designated by one or more of the members. The Limited Liability Company Agreement also sets forth certain separateness undertakings to ensure Oncor’s legal and financial separateness from Sempra and its direct and indirect subsidiaries (other than the Oncor Ring-Fenced Entities). Additionally, the Limited Liability Company Agreement contains provisions regulating capital accounts of members, allocations of profits and losses and tax allocation and withholding.

The Limited Liability Company Agreement describes Oncor’s procedures and limitations on declaring and paying distributions to members. Pursuant to the Limited Liability Company Agreement, we cannot make any distributions to members (other than contractual tax payments) that would cause us to exceed the PUCT’s authorized debt-to-equity ratio. The distribution restrictions also include the ability of a majority of the Disinterested Directors, or either of the two member directors designated to serve on our board of directors by Texas Transmission, to limit distributions (other than contractual tax payments) to the extent each determines it is necessary to meet expected future requirements of Oncor (including continuing compliance with the PUCT debt-to-equity ratio commitment). In addition, the Limited Liability Company Agreement provides that if Oncor’s senior secured debt credit rating by any one of S&P, Moody’s or Fitch falls below BBB (Baa2) we must suspend distributions (other than contractual tax payments) until otherwise permitted to do so by the PUCT, and requires that Oncor notify the PUCT if either the credit rating of either Sempra or Oncor falls below its then current level. Distributions also cannot be made to the extent they would violate any applicable laws or regulations. Our Limited Liability Company Agreement requires that any changes to such procedures and limitations be approved by Oncor Holdings and Texas Transmission and a majority of our board of directors present and voting, which must include (i) a majority of the Disinterested Directors, (ii) both directors appointed to serve on our board of directors by Sempra (through Oncor Holdings), (iii) both directors that are current or former officers of Oncor, and (iv) the directors designated to serve on our board of directors by Texas Transmission who are present and voting, provided that at least one such director must be present and voting in order to approve such matter.

In addition, any annual or multi-year budget with an aggregate amount of capital or operating and maintenance expenditures that are greater than or less than 10% of the capital or operating and maintenance expenditures in the annual budget for the immediately prior fiscal year or multi-year period, as applicable, must be approved by (i) a majority of the Disinterested Directors and (ii) the Texas Transmission director(s) present and voting, provided that at least one Texas Transmission director must be present and voting in order to approve such action. Also, any acquisition of or investment in any third party which involves the purchase of or investment in assets located outside the State of Texas for consideration in an amount greater than $1.5 billion must be approved by (a) a majority of the Disinterested Directors and (b) the Texas Transmission director(s) present and voting, provided that at least one Texas Transmission director must be present and voting in order to approve such action.

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Registration Rights Agreement

In November 2008, we entered into a registration rights agreement (Registration Rights Agreement) by and among us, Oncor Holdings, Texas Transmission and STH (formerly EFH Corp.). The Registration Rights Agreement grants customary registration rights to certain of our members. Subject to certain limitations set forth in the Registration Rights Agreement, these rights include the following: (i) the right of Oncor Holdings and Texas Transmission to demand that we register a specified amount of membership interests in accordance with the Securities Act; (ii) the right of both Oncor Holdings and Texas Transmission to demand registration of a specified amount of membership interests following an initial public offering; and (iii) the right of all members that are parties to the Registration Rights Agreement to have their membership interests registered if we propose to file a registration statement relating to an offering of membership interests (with certain exceptions).

Subject to certain exceptions, whenever we are required to effect the registration of any membership interests pursuant to the Registration Rights Agreement, we have agreed to use our best efforts to cause the applicable registration statement to become effective, and to keep each such registration statement effective until the earlier of (a) at least 180 days (or two years for a shelf registration statement) or (b) the time at which all securities registered under such registration statement have been sold.

Investor Rights Agreement

The investor rights agreement dated as of November 5, 2008, by and among Oncor, Oncor Holdings, Texas Transmission, STH (formerly EFH Corp.) and any other persons that subsequently become a party thereto (Investor Rights Agreement) governs certain rights of certain members of Oncor and STH arising out of their direct or indirect ownership of Oncor membership interests, including, without limitation, transfers of Oncor membership interests and restrictions thereon. Texas Transmission may transfer its Oncor membership interests under a registration statement or pursuant to applicable securities laws. The Investor Rights Agreement also grants Texas Transmission certain “tag-along” rights in relation to certain sales of Oncor membership interests by Oncor Holdings. Subject to certain conditions, these “tag-along” rights allow Texas Transmission to sell a pro-rata portion of its Oncor membership interests in the event of a sale of Oncor membership interests by Oncor Holdings on the same terms as Oncor Holdings would receive for its Oncor membership interests. The agreement further provides that under certain offerings of equity securities occurring before an initial public offering of Oncor, Texas Transmission and Oncor Holdings will receive preemptive rights to purchase their pro-rata share of the equity securities to be sold pursuant to such offerings. The Investor Rights Agreement also provides STH and Sempra with a right of first refusal to purchase any Oncor membership interests to be sold in a permitted sale by Texas Transmission or its permitted transferees.

Additionally, STH, Sempra, certain of Sempra’s subsidiaries and Oncor Holdings have certain “drag-along” rights in relation to offers from third-parties to purchase their directly or indirectly owned membership interests in Oncor, where the resulting sale would constitute a change of control of Oncor. These “drag-along” rights compel Texas Transmission and all other members of Oncor to sell or otherwise transfer their membership interests in Oncor on substantially the same terms as STH, Sempra or Oncor Holdings (as applicable). Pursuant to the Investor Rights Agreement, all members of Oncor that have entered into such agreement must cooperate with Oncor in connection with an initial public offering of Oncor.

Transactions with Affiliates and Portfolio Companies of Certain of our Beneficial Owners

The beneficial owners of Texas Transmission include various entities and funds who make equity investments in various companies (Portfolio Companies) in the ordinary course of their business. We have in the past entered into, and may continue to enter into, transactions with Portfolio Companies or their affiliates in the ordinary course of business on an arm’s-length basis, which may indirectly result in revenues to beneficial owners of Texas Transmission.

Director Independence

Our Limited Liability Company Agreement provides that seven members of our board of directors must be Disinterested Directors. For a director to be deemed a Disinterested Director, our board of directors must affirmatively determine that (i) such director has not had within the previous ten years, nor currently has, a material relationship with Sempra or its subsidiaries or affiliated entities or any entity with a direct or indirect ownership interest in Oncor or Oncor Holdings and (ii) that such director meets the independence standards in Section 303A of the New York Stock Exchange Listed Company Manual in all material respects in relation to Sempra or its subsidiaries and affiliated entities or any entity with a direct or indirect ownership interest in Oncor or Oncor Holdings.

Our board of directors considers which of its members qualify as Disinterested Directors annually, in part by reviewing relevant relationships with organizations with which our directors are affiliated. Our board of directors has determined that each of Messrs. Estrada, Gary, Mack, Saenz and Walker and Mses. Keliher and Rodriguez qualify as both independent

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directors under the New York Stock Exchange independence standards and as Disinterested Directors under the standards in our Limited Liability Company Agreement. Prior to their resignations from our board of directors in March 2023, Messrs. Dunning and Hill were also determined to qualify as both independent directors under the New York Stock Exchange independence standards and as Disinterested Directors under the standards in our Limited Liability Company Agreement.

In connection with its review and determination of independence under the New York Stock Exchange independence standards, our board of directors considered what it viewed as certain non-material relationships and transactions involving our directors, including:

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JPMorgan, where Ms. Rodriguez served in a senior advisor role from April 2022 until her retirement in September 2022 and as head of the community impact organization and as managing director from August 2020 until April 2022, and its affiliates provide various commercial and investment banking services to Oncor in the ordinary course of business, including serving as administrative agent, swingline lender, a joint lead arranger, a joint bookrunner and a lender under our Credit Facility and a commercial paper dealer under the CP Program, and as an initial purchaser/dealer manager in certain of Oncor’s secured note offerings/exchange offers; and

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Oncor is a dues paying member and has served as a corporate sponsor of the annual meeting of the Dallas Citizens Council, a 501(c)(6) nonprofit organization where Mr. Walker serves as the chief executive officer and Oncor’s chief executive serves on its board of directors.

Mr. Shapard is our Chairman of our board of directors and presides at all meetings of our board of directors. He was appointed non-executive Chairman of our board of directors effective upon the closing of the Sempra Acquisition in March 2018. Mr. Shapard served as our Chief Executive until the closing of the Sempra Acquisition and retired from Oncor effective April 1, 2018.

Our board of directors has designated an Audit Committee, Governance and Sustainability Committee and O&C Committee to exercise certain powers and authorities of the board of the directors. Members of these committees are not required by our Limited Liability Company Agreement or board of directors to meet any independence standards. Mr. Zucchet, who was designated to serve on our board of directors by Texas Transmission in November 2008, has served on the O&C Committee since May 2010 and the Governance and Sustainability Committee since February 2011. Ms. Newell, who was designated to serve on our board of directors by Texas Transmission in July 2019, has served on the Audit Committee since such date. Mr. Martin, who was designated to serve on our board of directors by Sempra (through Oncor Holdings) in March 2018, has served on the O&C Committee since April 2020. Mr. Mihalik, who was designated to serve on our board of directors by Sempra (through Oncor Holdings) in March 2020, has served on the Audit Committee and the Governance and Sustainability Committee since April 2020. None of Messrs. Martin, Mihalik or Zucchet or Ms. Newell qualifies as independent under the New York Stock Exchange independence standards or as a Disinterested Director for purposes of our Limited Liability Company Agreement.

For information on the structure of our board of directors, see “Directors, Executive Officers and Corporate Governance—Director Appointments.”

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THE EXCHANGE OFFERS

Purpose and Effect of the Exchange Offers

The outstanding 2028 notes and the outstanding 2052 notes were sold to the initial purchasers on May 11, 2023 pursuant to a purchase agreement. The outstanding 2033 notes were sold to the initial purchasers on November 13, 2023 pursuant to a purchase agreement. The respective initial purchasers subsequently sold the outstanding notes to qualified institutional buyers (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A and to persons in offshore transactions in reliance on Regulation S under the Securities Act.

In connection with each of the issuances of the outstanding notes, we entered into a registration rights agreement with the initial purchasers of such private offerings in which we agreed, under certain circumstances, to file a registration statement relating to offers to exchange the outstanding notes for exchange notes of the respective series and to use commercially reasonable efforts to cause such registration statement to be declared effective under the Securities Act on or prior to June 1, 2024, with respect to the outstanding 2028 notes and the outstanding 2052 notes, or on or prior to December 1, 2024, with respect to the outstanding 2033 notes (each such date, the target registration date) and to consummate the exchange offers on or prior to July 15, 2024, with respect to the outstanding 2028 notes and the outstanding 2052 notes, or on or prior to January 15, 2025, with respect to the outstanding 2033 notes (each such date, the consummation date). The exchange notes will have terms identical in all material respects to the respective series of outstanding notes, except that 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 such outstanding notes. The 2052 exchange notes will have substantially the same terms, including, without limitation, the same maturity date and interest payment dates, as the initial 2052 notes, and will be part of the same series as the initial 2052 notes. The 2052 exchange notes are expected to be designated by the same CUSIP number as, and be fungible with, the exchanged initial 2052 notes.

Under the circumstances set forth below, we will use commercially reasonable efforts to cause the SEC to declare effective a shelf registration statement with respect to the resale of the outstanding notes within the time periods specified in the applicable registration rights agreement and keep the statement effective for two years after the effective date of the shelf registration statement, subject to extension under the terms of the applicable registration rights agreement, or such shorter period terminating when all of the applicable outstanding notes cease to be Registrable Securities (as defined in the applicable registration rights agreement). These circumstances include:

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if because of any changes in law, SEC rules or regulations or applicable interpretations thereof by the SEC, the exchange notes received by holders, other than certain specified holders, are not or would not be transferable by such holders without restriction under the Securities Act;

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if the exchange offers are not consummated on or prior to the applicable consummation date;

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if any initial purchaser of the outstanding notes so requests with respect to the outstanding notes not eligible to be exchanged for exchange notes in the exchange offer;

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if any holder of outstanding notes (other than a participating broker-dealer) is not permitted by applicable law or interpretations of the staff of the SEC to participate in the exchange offer or, in the case of any holder of outstanding notes (other than a participating broker-dealer) that participated in the exchange offer, such holder does not receive freely tradable exchange notes on the date of the exchange and such holder so requests; or

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if we elect to file a shelf registration statement covering resales of the outstanding notes or the exchange notes, as the case may be, in lieu of (or in case of the immediately preceding circumstance, in addition to) conducting the exchange offers.

Except for certain circumstances specified in the applicable registration rights agreement, if (1) a registration statement relating to the exchange offers or a shelf registration statement has not become or been declared effective by the deadlines discussed above, (2) the exchange offers have not been consummated by the deadlines discussed above, or (3) a registration statement relating to the outstanding notes or the exchange notes, as the case may be, has been declared effective and such registration statement ceases to be effective at any time during the applicable registration period (subject to certain exceptions) (each of (1), (2) and (3) above, a Registration Default; each period during which a Registration Default has occurred and is continuing, a Registration Default Period), then, as liquidated damages for the Registration Default, additional interest shall accrue on the principal amount of the affected outstanding notes or the exchange notes, as the case may be, at a rate of 0.50% per annum with respect to the applicable outstanding notes or exchange notes over the interest rate

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otherwise provided for under the applicable outstanding notes or exchange notes for the remaining period during which a Registration Default continues, but not later than the second anniversary of the issue date of the outstanding notes. If we cure all Registration Defaults, the interest rate on the applicable outstanding notes or exchange notes will revert to the original level.

If you wish to exchange your outstanding notes for exchange notes in any of the exchange offers, you will be required to make the following written representations:

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you are not our affiliate within the meaning of Rule 405 of the Securities Act;

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you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the exchange notes in violation of the provisions of the Securities Act;

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you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; and

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you are acquiring the exchange notes in the ordinary course of your business.

Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the broker-dealer acquired the outstanding notes as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes and that it did not purchase its outstanding notes from us or any of our affiliates. See “Plan of Distribution.”

Resale of Exchange Notes

Based on interpretations by the SEC set forth in no-action letters issued to third parties, we believe that you may resell or otherwise transfer exchange notes issued in the exchange offers without complying with the registration and prospectus delivery provisions of the Securities Act if:

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you are not our affiliate within the meaning of Rule 405 under the Securities Act;

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you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;

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you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; and

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you are acquiring the exchange notes in the ordinary course of your business.

If you are our affiliate, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the exchange notes, or are not acquiring the exchange notes in the ordinary course of your business:

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you cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling, dated July 2, 1993, or similar no-action letters; and

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in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

This prospectus may be used for an offer to resell, resale or other transfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding notes as a result of market-making activities or other trading activities may participate in the exchange offers. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Read “Plan of Distribution” for more details regarding the transfer of exchange notes.

Our belief that the exchange notes may be offered for resale without compliance with the registration or prospectus delivery provisions of the Securities Act is based on interpretations of the SEC expressed in some of its no-action letters to other issuers in exchange offers like ours. We cannot guarantee that the SEC would make a similar decision about our exchange offers. If our belief is wrong, or if you cannot truthfully make the representations mentioned above, and you transfer any exchange note issued to you in the exchange offers without meeting the registration and prospectus delivery requirements of the Securities Act, or without an exemption from such requirements, you could incur liability under the Securities Act. We are not indemnifying you for any such liability.

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Terms of the Exchange Offers

On the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept for exchange in the exchange offers any outstanding notes that are validly tendered and not validly withdrawn prior to the expiration date. Outstanding notes may only be tendered in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. We will issue exchange notes in principal amount identical to outstanding notes surrendered in the exchange offers.

The form and terms of the exchange notes will be identical in all material respects to the form and terms of the outstanding notes, except that 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 such outstanding notes. The exchange notes will evidence the same debt as the outstanding notes. The exchange notes will be issued under and entitled to the benefits of the Indenture. For a description of the Indenture, see “Description of the Notes.”

The exchange offers are not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange.

This prospectus and the letter of transmittal are being sent to all registered holders of outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offers. We intend to conduct the exchange offers in accordance with the provisions of the applicable registration rights agreement, the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC. Outstanding notes that are not tendered for exchange in the exchange offers will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the Indenture relating to such holders’ series of outstanding notes, except we will not have any further obligation to you to provide for the registration of the outstanding notes under the applicable registration rights agreement.

We will be deemed to have accepted for exchange properly tendered outstanding notes when we have given written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to holders. Subject to the terms of the applicable registration rights agreement, we expressly reserve the right to amend or terminate the exchange offers and to refuse to accept the occurrence of any of the conditions specified below under “—Conditions to the Exchange Offers.”

If you tender your outstanding notes in the exchange offers, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes. We will pay all charges and expenses, other than certain applicable taxes described below in connection with the exchange offers. It is important that you read “—Fees and Expenses” below for more details regarding fees and expenses incurred in the exchange offers.

If you are a broker-dealer and receive exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or other trading activities, you must acknowledge that you will deliver this prospectus in connection with any resale of the exchange notes and that you did not purchase your outstanding notes from us or any of our affiliates. Read “Plan of Distribution” for more details regarding the transfer of exchange notes.

We make no recommendation to you as to whether you should tender or refrain from tendering all or any portion of your outstanding notes into the exchange offers. In addition, no one has been authorized to make this recommendation. You must make your own decision whether to tender into the exchange offers and, if so, the aggregate amount of outstanding notes to tender after reading this prospectus and the letter of transmittal and consulting with your advisors, if any, based on your financial position and requirements.

Expiration Date, Extensions and Amendments

The exchange offers expire at 5:00 p.m., New York City time, on January 22, 2024, which we refer to as the “expiration date”. However, if we, in our sole discretion, extend the period of time for which the exchange offers are open, the term “expiration date” will mean the latest date to which we shall have extended the expiration of the exchange offers.

To extend the period of time during which the exchange offers are open, we will notify the exchange agent of any extension by written notice, followed by notification by press release or other public announcement to the registered holders of the outstanding notes no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

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We reserve the right, in our sole discretion:

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to delay accepting for exchange any outstanding notes (only in the case that we amend or extend the exchange offers);

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to extend the expiration date and retain all outstanding notes tendered in the exchange offers, subject to your right to withdraw your tendered outstanding notes as described under “—Withdrawal Rights”;

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to terminate the exchange offers if we determine that any of the conditions set forth below under “—Conditions to the Exchange Offers” have not been satisfied; and

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subject to the terms of the applicable registration rights agreement, to amend the terms of the exchange offers in any manner or waive any condition to the exchange offers. In the event of a material change in the exchange offers, including the waiver of a material condition, we will extend the offer period, if necessary, so that at least five business days remain in such offer period following notice of the material change.

Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by written notice (which may take the form of a press release or other public announcement) to the registered holders of the outstanding notes. If we amend any of the exchange offers in a manner that we determine to constitute a material change, or if we waive a material condition to the exchange offers, we will promptly disclose the amendment in a manner reasonably calculated to inform the holders of applicable outstanding notes of that amendment.

In the event we terminate the exchange offers, all outstanding notes previously tendered and not accepted for payment will be returned promptly to the tendering holders.

Conditions to the Exchange Offers

Despite any other term of the exchange offers, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes, and we may terminate or amend any of the exchange offers as provided in this prospectus prior to the expiration date if in our reasonable judgment:

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the exchange offers or the making of any exchange by a holder violates any applicable law or interpretation of the SEC; or

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any action or proceeding has been instituted or threatened in writing in any court or by or before any governmental agency with respect to the exchange offers that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offers.

In addition, we will not be obligated to accept for exchange the outstanding notes of any holder that has not made to us:

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the representations described under “—Purpose and Effect of the Exchange Offers”; or

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any other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to us an appropriate form for registration of the exchange notes under the Securities Act.

We expressly reserve the right at any time or at various times to extend the period of time during which the exchange offers are open. Consequently, we may delay acceptance of any outstanding notes by giving written notice of such extension to the holders. We will return any outstanding notes that we do not accept for exchange for any reason without expense to the tendering holder promptly after the expiration or termination of the exchange offers. We also expressly reserve the right to amend or terminate any of the exchange offers and to reject for exchange any outstanding notes not previously accepted for exchange if we determine that any of the conditions of the exchange offers specified above have not been satisfied. We will give written notice of any extension, amendment, non-acceptance or termination to the holders of the outstanding notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Written notice to the holders may take the form of a press release or other public announcement.

We reserve the right to waive any defects, irregularities or conditions to the exchange offers as to particular outstanding notes. These conditions are for our sole benefit, and we may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any time or at various times prior to the expiration of the exchange offers in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times prior to the expiration of the exchange offers.

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In addition, we will not accept for exchange any outstanding notes tendered, and will not issue exchange notes in exchange for any such outstanding notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the Indenture under the Trust Indenture Act of 1939, as amended (TIA).

Procedures for Tendering Outstanding Notes

To tender your outstanding notes in the exchange offers, you must comply with either of the following:

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complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signature(s) on the letter of transmittal guaranteed if required by the letter of transmittal and mail or deliver such letter of transmittal or facsimile thereof to the exchange agent at the address set forth below under “—Exchange Agent” prior to the expiration date; or

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comply with DTC’s Automated Tender Offer Program procedures described below.

In addition:

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the exchange agent must receive certificates for outstanding notes along with the letter of transmittal prior to the expiration of the exchange offers;

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the exchange agent must receive a timely confirmation of book-entry transfer of outstanding notes into the exchange agent’s account at DTC according to the procedures for book-entry transfer described below or a properly transmitted agent’s message prior to the expiration of the exchange offers; or

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you must comply with the guaranteed delivery procedures described below.

The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that:

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DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding notes that are the subject of the book-entry confirmation;

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the participant has received and agrees to be bound by the terms of the letter of transmittal or, in the case of an agent’s message relating to guaranteed delivery, that such participant has received and agrees to be bound by the notice of guaranteed delivery; and

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we may enforce that agreement against such participant.

DTC is referred to herein as a “book-entry transfer facility.”

Your tender, if not withdrawn prior to the expiration of the exchange offers, constitutes an agreement between us and you upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

The method of delivery of outstanding notes, letters of transmittal and all other required documents to the exchange agent is at your election and risk. Delivery of such documents will be deemed made only when actually received by the exchange agent. We recommend that instead of delivery by mail, you use an overnight or hand delivery service, properly insured. If you determine to make delivery by mail, we suggest that you use properly insured, registered mail with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the expiration of the exchange offers. Letters of transmittal and certificates representing outstanding notes should be sent only to the exchange agent, and not to us or to any book-entry transfer facility. No alternative, conditional or contingent tenders of outstanding notes will be accepted. You may request that your broker, dealer, commercial bank, trust company or nominee effect the above transactions for you.

If you are a beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your outstanding notes, you should promptly contact the registered holder and instruct the registered holder to tender on your behalf. If you wish to tender the outstanding notes yourself, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either:

•

make appropriate arrangements to register ownership of the outstanding notes in your name; or

•

obtain a properly completed bond power from the registered holder of outstanding notes.

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The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration of the exchange offers. Signatures on the letter of transmittal or a notice of withdrawal (as described below in “— Withdrawal Rights”), as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority (FINRA), a commercial bank or trust company having an office or correspondent in the U.S. or another “eligible guarantor institution” within the meaning of Rule 17A(d)-15 under the Exchange Act unless the outstanding notes surrendered for exchange are tendered:

•

by a registered holder of the outstanding notes who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

•

for the account of an eligible guarantor institution.

If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed on the outstanding notes, such outstanding notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the outstanding notes, and an eligible guarantor institution must guarantee the signature on the bond power.

If the letter of transmittal, any certificates representing outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should also indicate when signing and, unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.

The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s Automated Tender Offer Program to tender outstanding notes. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of outstanding notes for exchange by causing DTC to transfer the outstanding notes to the exchange agent in accordance with DTC’s Automated Tender Offer Program procedures for transfer. DTC will then send an agent’s message to the exchange agent.

Book-Entry Delivery Procedures

Promptly after the date of this prospectus, the exchange agent will establish an account with respect to the outstanding notes at DTC, as the book-entry transfer facility, for purposes of the exchange offers. Any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of the outstanding notes by causing the book-entry transfer facility to transfer those outstanding notes into the exchange agent’s account at the facility in accordance with the facility’s procedures for such transfer. To be timely, book-entry delivery of outstanding notes requires receipt of a confirmation of a book-entry transfer, or a “book-entry confirmation,” prior to the expiration date.

In addition, in order to receive exchange notes for tendered outstanding notes, an agent’s message in connection with a book-entry transfer into the exchange agent’s account at the book-entry transfer facility or the letter of transmittal or a manually signed facsimile thereof, together with any required signature guarantees and any other required documents must be delivered or transmitted to and received by the exchange agent at its address set forth on the cover page of the letter of transmittal prior to the expiration of the exchange offers. Holders of outstanding notes who are unable to deliver confirmation of the book-entry tender of their outstanding notes into the exchange agent’s account at the book-entry transfer facility or all other documents required by the letter of transmittal to the exchange agent prior to the expiration of the exchange offers must tender their outstanding notes according to the guaranteed delivery procedures described below. Tender will not be deemed made until such documents are received by the exchange agent. Delivery of documents to the book-entry transfer facility does not constitute delivery to the exchange agent.

Guaranteed Delivery Procedures

If you wish to tender your outstanding notes, but your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents to the exchange agent or comply with the procedures under DTC’s Automatic Tender Offer Program in the case of outstanding notes, prior to the expiration date, you may still tender if:

•

the tender is made through an eligible guarantor institution;

•

prior to the expiration date of the exchange offers, the exchange agent receives from such eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail, or hand delivery or a properly transmitted agent’s message and notice of guaranteed delivery, that (1) sets forth your name and address, the certificate number(s) of such outstanding notes and the principal amount of outstanding notes tendered; (2) states that the tender is being made thereby; and (3) guarantees that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or facsimile thereof, together with the outstanding notes or a book-entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the eligible guarantor institution with the exchange agent; and

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•

the exchange agent receives the properly completed and executed letter of transmittal or facsimile thereof, with any required signature guarantees or a properly transmitted agent’s message, as well as certificate(s) representing all tendered outstanding notes in proper form for transfer or a book-entry confirmation of transfer of the outstanding notes into the exchange agent’s account at DTC and all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date.

Upon request, the exchange agent will send to you a notice of guaranteed delivery if you wish to tender your outstanding notes according to the guaranteed delivery procedures.

Acceptance of Outstanding Notes for Exchange

In all cases, we will promptly issue exchange notes for outstanding notes that we have accepted for exchange under the exchange offers only after the exchange agent timely receives:

•

outstanding notes or a timely book-entry confirmation of such outstanding notes into the exchange agent’s account at the book-entry transfer facility; and

•

a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

In addition, each broker-dealer that is to receive exchange notes for its own account in exchange for outstanding notes must represent that such outstanding notes were acquired by that broker-dealer as a result of market-making activities or other trading activities and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution.”

We will interpret the terms and conditions of the exchange offers, including the letter of transmittal and the instructions to the letter of transmittal, and will resolve all questions as to the validity, form, eligibility, including time of receipt, and acceptance of outstanding notes tendered for exchange. Our determinations in this regard will be final and binding on all parties. We reserve the absolute right to reject any and all tenders of any particular outstanding notes not properly tendered or to not accept any particular outstanding notes if the acceptance might, in our or our counsel’s judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities as to any particular outstanding notes prior to the expiration of the exchange offers.

Unless waived, any defects or irregularities in connection with tenders of outstanding notes for exchange must be cured within such reasonable period of time as we determine. None of Oncor, the exchange agent or any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of outstanding notes for exchange, nor will any of them incur any liability for any failure to give notification. Any certificates representing outstanding notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holder, unless otherwise provided in the letter of transmittal, promptly after the expiration of the exchange offers or termination of the exchange offers.

Withdrawal Rights

Except as otherwise provided in this prospectus, you may withdraw your tender of outstanding notes at any time prior to 5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective:

•

the exchange agent must receive a written notice, which may be by facsimile or letter, of withdrawal at its address set forth below under “—Exchange Agent”; or

•

you must comply with the appropriate procedures of DTC’s Automated Tender Offer Program system.

Any notice of withdrawal must:

•

specify the name of the person who tendered the outstanding notes to be withdrawn;

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•

identify the outstanding notes to be withdrawn, including the certificate numbers and principal amount of the outstanding notes; and

•

where certificates for outstanding notes have been transmitted, specify the name in which such outstanding notes were registered, if different from that of the withdrawing holder.

If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, you must also submit:

•

the serial numbers of the particular certificates to be withdrawn; and

•

a signed notice of withdrawal with signatures guaranteed by an eligible institution unless you are an eligible guarantor institution.

If outstanding notes have been tendered pursuant to the procedures for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of the facility. We will determine all questions as to the validity, form and eligibility, including time of receipt of notices of withdrawal, and our determination will be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offers. Any outstanding notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder, without cost to the holder, or, in the case of book-entry transfer, the outstanding notes will be credited to an account at the book-entry transfer facility, promptly after withdrawal, rejection of tender or termination of the exchange offers. Properly withdrawn outstanding notes may be retendered by following the procedures described under “—Procedures for Tendering Outstanding Notes” above at any time prior to the expiration of the exchange offers.

Exchange Agent

The Bank of New York Mellon Trust Company, N.A. has been appointed as the exchange agent for the exchange offers. The Bank of New York Mellon Trust Company, N.A also acts as trustee under the Indenture.

You should direct all questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery to the exchange agent as follows:


By Email		By Telephone
CT_REORG_UNIT_INQUIRIES@bnymellon.com		Meera Thillai (615) 381-1655

You should deliver all executed letters of transmittal as follows:


By Mail, Overnight Courier or Hand Delivery		By Facsimile Transmission
		(eligible institutions only):
The Bank of New York Mellon Trust Company, N.A. c/o BNY Mellon Corporate Trust 2001 Bryan Street, 10^th Floor Dallas, Texas 75201 Attn: Corporate Trust Reorg Operations – Meera Thillai		(732) 667-9408 To Confirm by Telephone: (615) 381-1655

If you deliver the letter of transmittal to an address other than the one set forth above or transmit instructions via facsimile to a number other than the one set forth above, that delivery or those instructions will not be effective.

Fees and Expenses

The applicable registration rights agreement provides that we will bear all expenses in connection with the performance of our obligations relating to the registration of the exchange notes and the conduct of the exchange offers. These expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of outstanding notes and for handling or tendering for such clients.

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We have not retained any dealer-manager in connection with the exchange offers and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of outstanding notes pursuant to the exchange offers.

Accounting Treatment

We will record the exchange notes in our accounting records at the same carrying value as the outstanding notes, which is the aggregate principal amount as reflected in our accounting records on the date of exchanges. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offers. We will record the expenses of the exchange offers as incurred.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchanges of outstanding notes under the exchange offers. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

•

certificates representing outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of outstanding notes tendered;

•

tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal; or

•

a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offers.

If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

Holders who tender their outstanding notes for exchange will not be required to pay any transfer taxes. However, holders who instruct us to register exchange notes in the name of, or request that outstanding notes not tendered or not accepted in the exchange offers be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

Consequences of Failure to Exchange

If you do not exchange your outstanding notes for exchange notes under the exchange offers, your outstanding notes will remain subject to the restrictions on transfer of such outstanding notes:

•

as set forth in the legend printed on the outstanding notes as a consequence of the issuance of the outstanding notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

•

as otherwise set forth in the applicable Offering Memorandum.

In general, you may not offer or sell your outstanding notes unless they are registered under the Securities Act or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the applicable registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act.

Other

Participating in the exchange offers is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered outstanding notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any outstanding notes that are not tendered in the exchange offers or to file a registration statement to permit resales of any untendered outstanding notes.

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DESCRIPTION OF THE NOTES

General

On May 11, 2023, we issued $600,000,000 aggregate principal amount of outstanding 2028 notes and $400,000,000 aggregate principal amount of outstanding 2052 notes in a private offering. On November 13, 2023, we issued $800,000,000 aggregate principal amount of outstanding 2033 notes in a private offering.

The Indenture and the officer’s certificates relating to the applicable notes (each, an Officer’s Certificate) establish the terms of the notes. The notes are a series of debt securities that we may issue under the Indenture. The notes and all other debt securities issued under the Indenture are collectively referred to herein as Debt Securities. The Indenture permits us to issue an unlimited amount of Debt Securities from time to time, subject to certain limitations under the Indenture and the Deed of Trust. See “—Securing Additional Obligations” and “—Limitation on Secured Debt” below. All Debt Securities of any one series need not be issued at the same time, and a series may be reopened for issuances of additional Debt Securities of such series. This means that we may from time to time, without the consent of the existing holders of the notes of any series, create and issue further Debt Securities having the same terms and conditions as the notes of such series in all respects, except for issue date, issue price and, if applicable, the initial interest payment date on such Debt Securities. Additional Debt Securities issued in this manner will be consolidated with, and will form a single series with, the applicable series of notes.

The Indenture, each Officer’s Certificate and the Deed of Trust contain the full legal text of the matters described in this section. Because this section is a summary, it does not describe every aspect of the notes, the Indenture or the Deed of Trust. This summary is subject to and qualified in its entirety by reference to all the provisions of the Indenture, each Officer’s Certificate and the Deed of Trust, including definitions of certain terms used therein. We also include references in parentheses to certain sections of the Indenture and Deed of Trust. Whenever we refer to particular sections or defined terms of the Indenture or the Deed of Trust in this prospectus, those sections or defined terms are incorporated by reference herein.

The exchange notes and other Debt Securities issued under the Indenture will be senior secured obligations of Oncor and will rank pari passu with our other senior secured indebtedness. The exchange notes will be senior in right of payment to all subordinated indebtedness and effectively senior, to the extent of the value of the Collateral, to indebtedness under our Credit Facility and our CP Program. In addition, the exchange notes will be structurally subordinated in right of payment to all of Receivables LLC’s existing and future secured indebtedness under the AR Facility to the extent of the value of the collateral securing the AR Facility. At September 30, 2023, we had $12,645 million aggregate principal amount of senior secured debt outstanding, which is secured by the Collateral. Our Credit Facility provides for up to $2.0 billion aggregate principal amount of borrowings and expires in November 2028.

The exchange notes will be issuable in the form of fully registered notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Exchange notes will be represented by one or more global certificates, will be issued only in fully registered form and, when issued, will be registered in the name of Cede & Co., as registered owner and as nominee for DTC. Exchange notes sold pursuant to Regulation S will be evidenced by one or more separate global certificates and will be registered in the name of Cede & Co., as registered owner and as nominee for DTC for the accounts of Euroclear and Clearstream Banking. DTC will act as securities depositary for the exchange notes, with certain exceptions. Purchases of beneficial interests in these global certificates will be made in book-entry form. See “—Book-Entry” below.

The outstanding 2052 notes were an additional issuance of the initial 2052 notes, $500,000,000 of which we previously issued on September 8, 2022 and are currently outstanding. The 2052 exchange notes will have substantially the same terms, including, without limitation, the same maturity date and interest payment dates, as the initial 2052 notes, and will be part of the same series as the initial 2052 notes. The 2052 exchange notes are expected to be designated by the same CUSIP number as, and be fungible with, the exchanged initial 2052 notes.

The notes may be transferred without charge, other than for applicable taxes or other governmental charges, at The Bank of New York Mellon, New York, New York.

Maturity and Interest

The 2028 exchange notes will mature on May 15, 2028. Interest on the 2028 exchange notes will:

•

be payable in U.S. dollars at the rate of 4.30%;

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•

be computed for each interest period on the basis of a 360-day year consisting of twelve 30-day months and, with respect to any period less than a full month, on the basis of the actual number of days elapsed during the period;

•

be payable semi-annually in arrears on May 15 and November 15 of each year, and at maturity, beginning on May 15, 2024;

•

accrue from, and including, November 15, 2023; and

•

be paid to the persons in whose names the 2028 exchange notes are registered at the close of business on the 15th calendar day before each interest payment date for the 2028 exchange notes.

The 2033 exchange notes will mature on November 15, 2033. Interest on the 2033 exchange notes will:

•

be payable in U.S. dollars at the rate of 5.65%;

•

be payable semi-annually in arrears on May 15 and November 15 of each year, and at maturity, beginning on May 15, 2024;

•

accrue from, and including, November 13, 2023; and

•

be paid to the persons in whose names the 2033 exchange notes are registered at the close of business on the 15th calendar day before each interest payment date for the 2033 exchange notes.

The 2052 exchange notes will mature on September 15, 2052. Interest on the 2052 exchange notes will:

•

be payable in U.S. dollars at the rate of 4.95%;

•

be payable semi-annually in arrears on March 15 and September 15 of each year, and at maturity, beginning on March 15, 2024;

•

accrue from, and including, September 15, 2023; and

•

be paid to the persons in whose names the 2052 exchange notes are registered at the close of business on the 15th calendar day before each interest payment date for the 2052 exchange notes.

We will not be required to make transfers or exchanges of the exchange notes for a period of 15 calendar days before an interest payment date.

If any interest payment date, maturity date or redemption date falls on a day that is not a business day, such interest payment date, maturity date or redemption date will be postponed to the next succeeding business day, and no interest on such payment will accrue for the period from and after the interest payment date, maturity date or redemption date to such next succeeding business day. The term “business day” means, with respect to any note, any day, other than a Saturday or Sunday, which is not a day on which banking institutions or trust companies in The City of New York are generally authorized or required by law, regulation or executive order to remain closed.

Optional Redemption

We may redeem the 2028 exchange notes, at our option, in whole at any time or in part from time to time. If we redeem all or any part of the 2028 exchange notes prior to April 15, 2028 (the 2028 notes par call date), we will pay a “make whole” redemption price (expressed as a percentage of principal amount rounded to three decimal places) equal to the greater of:

•

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2028 exchange notes matured on the 2028 notes par call date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and

•

(2) 100% of the principal amount of the 2028 exchange notes to be redeemed,

plus, in each case, accrued interest to, but not including, the redemption date of the 2028 exchange notes being redeemed.

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On or after the 2028 notes par call date, in the case of the 2028 exchange notes, we may redeem the 2028 exchange notes, at our option, in whole at any time or in part from time to time at a redemption price equal to 100% of the principal amount of such 2028 exchange notes being redeemed, plus accrued and unpaid interest to, but not including, the redemption date of the 2028 exchange notes.

We may redeem the 2033 exchange notes, at our option, in whole at any time or in part from time to time. If we redeem all or any part of the 2033 exchange notes prior to August 15, 2033 (the 2033 notes par call date), we will pay a “make whole” redemption price (expressed as a percentage of principal amount rounded to three decimal places) equal to the greater of:

•

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2033 exchange notes matured on the 2033 notes par call date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the date of redemption, and

•

(2) 100% of the principal amount of the 2033 exchange notes to be redeemed,

plus, in each case, accrued interest to, but not including, the redemption date of the 2033 exchange notes being redeemed.

On or after the 2033 notes par call date, we may redeem the 2033 exchange notes, at our option, in whole at any time or in part from time to time at a redemption price equal to 100% of the principal amount of such 2033 exchange notes being redeemed, plus accrued and unpaid interest to, but not including, the redemption date of the 2033 exchange notes.

We may redeem the 2052 exchange notes, at our option, in whole at any time or in part from time to time. If we redeem all or any part of the 2052 exchange notes prior to March 15, 2052 (the 2052 notes par call date) (the 2028 notes par call date, the 2033 notes par call date and the 2052 notes par call date are each a par call date), we will pay a “make whole” redemption price (expressed as a percentage of principal amount rounded to three decimal places) equal to the greater of:

•

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2052 exchange notes matured on the 2052 notes par call date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to the date of redemption, and

•

(2) 100% of the principal amount of the 2052 notes par call date to be redeemed,

plus, in each case, accrued interest to, but not including, the redemption date of the 2052 exchange notes being redeemed.

On or after the 2052 notes par call date, in the case of the 2052 exchange notes, we may redeem the 2052 exchange notes, at our option, in whole at any time or in part from time to time at a redemption price equal to 100% of the principal amount of such 2052 exchange notes being redeemed, plus accrued and unpaid interest to, but not including, the redemption date of the 2052 exchange notes.

We will give notice of our intent to redeem the exchange notes at least 10 days prior to the redemption date.

“Treasury Rate” means, with respect to any redemption date, the yield determined by us in accordance with the following two paragraphs.

The Treasury Rate shall be determined by us after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) – H.15” (or any successor designation or publication) (H.15) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (H.15 TCM). In determining the Treasury Rate, we shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the applicable par call date (the Remaining Life); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the applicable par call date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

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If on the third business day preceding the redemption date H.15 TCM is no longer published, we shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the applicable par call date, as applicable. If there is no United States Treasury security maturing on the applicable par call date but there are two or more United States Treasury securities with a maturity date equally distant from the applicable par call date, one with a maturity date preceding the applicable par call date and one with a maturity date following the applicable par call date, we shall select the United States Treasury security with a maturity date preceding the applicable par call date. If there are two or more United States Treasury securities maturing on the applicable par call date or two or more United States Treasury securities meeting the criteria of the preceding sentence, we shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

If, at the time notice of optional redemption is given, the redemption moneys are not held by the Trustee, the redemption may be made subject to their receipt on or before the date fixed for redemption and such notice will be of no effect unless such moneys are so received.

Upon payment of the redemption price, on and after the redemption date interest will cease to accrue on the applicable exchange notes or portions thereof called for redemption.

Payment and Paying Agents

Interest on each note payable on any interest payment date will be paid to the person in whose name that note is registered at the close of business on the regular record date for that interest. However, interest payable at maturity will be paid to the person to whom the principal is paid. If there has been a default in the payment of interest on any note, the defaulted interest may be paid to the holder of that note as of the close of business on a date between 10 and 15 days before the date proposed by us for payment of such defaulted interest or in any other lawful manner permitted by any securities exchange on which that note may be listed, if the Trustee finds it workable. (Indenture, Section 307.)

Principal, premium, if any, and interest on the notes at maturity will be payable upon presentation of the notes at the corporate trust office of The Bank of New York Mellon in the City of New York, as agent of The Bank of New York Mellon Trust Company, as paying agent for Oncor. However, we may choose to make payment of interest by check mailed to the address of the persons entitled to such payment. We may change the place of payment on the notes, appoint one or more additional paying agents (including Oncor) and remove any paying agent, all at our discretion. (Indenture, Section 702.)

Registration and Transfer

The transfer of notes may be registered, and notes may be exchanged for other notes of the same series or tranche of authorized denominations and with the same terms and principal amount, at the offices or agency of the Trustee in New York, New York. (Indenture, Section 305.) We may designate one or more additional places, or change the place or places previously designated, for the registration of the transfer and the exchange of the notes. (Indenture, Section 702.) No service charge will be made for any registration of transfer or exchange of the notes. However, we may require payment to cover any tax or other governmental charge that may be imposed in connection with such registration of transfer or exchange. We will not be required to execute or to provide for the registration of transfer or the exchange of:

•

any note during the 15 days before an interest payment date,

•

any note during the 15 days before giving any notice of redemption, or

•

any note selected for redemption in whole or in part except the unredeemed portion of any note being redeemed in part.

(Indenture, Section 305.)

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Security

Except as described below under this heading and under “—Securing Additional Obligations,” and subject to the exceptions discussed under “—Release of Collateral,” all Debt Securities and other secured indebtedness of Oncor issued under the Indenture while the lien under the Deed of Trust is in effect will be secured equally and ratably, by a lien on all of the Collateral, which consists of our right, title and interest in and to all property, real, personal and mixed, wherever located, including the following property (other than Excepted Property, as defined below):

•

all real property owned in fee, easements and other interests in real property that are specifically described in the Deed of Trust;

•

all facilities, machinery, equipment and fixtures for the transmission and distribution of electric energy, including, but not limited to, all switchyards, towers, substations, transformers, poles, lines, cables, conduits, ducts, conductors, meters, regulators and all other property used or to be used for any or all of those purposes;

•

all buildings, offices, warehouses, structures or improvements in addition to those referred to or otherwise included in the previous two bullets;

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all computers, data processing, data storage, data transmission and/or telecommunications facilities, equipment and apparatus necessary for the operation or maintenance of any facilities, machinery, equipment or fixtures described or referred to in the second bullet point above; and

•

all of the property listed above in the process of construction.

“Excepted Property” means among other things, the following types of property: (1) cash and securities; (2) contracts, leases and other agreements of all kinds, contract rights, bills, notes and other instruments and chattel paper; (3) all revenues, income and earnings, all accounts, accounts receivable, rights to payment, payment intangibles and unbilled revenues, transition property, and all rents, tolls, issues, product and profits, claims, credits, demands and judgments; (4) governmental and other licenses, permits, franchises, consents and allowances; (5) intellectual property rights and other general intangibles; (6) vehicles, movable equipment, aircraft and vessels; (7) all goods, stock in trade, wares, merchandise and inventory held for sale or lease in the ordinary course of business; (8) materials, supplies, inventory and other personal property consumable in the operation of the Collateral; (9) fuel; (10) tools and equipment; (11) furniture and furnishings; (12) computers and data processing, data storage, data transmission, telecommunications and other facilities, equipment and apparatus, which, in any case, are used primarily for administrative or clerical purposes or are otherwise not necessary for the operation or maintenance of the facilities, machinery, equipment or fixtures that are part of the Collateral; (13) coal, lignite, ore, gas, oil and other minerals and timber rights; (14) electric energy, gas, steam, water and other products generated, produced, manufactured, purchased or otherwise acquired; (15) real property and facilities used primarily for the production or gathering of natural gas; (16) leasehold interests; (17) all property which is or has been released from the Deed of Trust; (18) all property located outside of the State of Texas; (19) all property and plants used by us in the generation of electricity; and (20) all property not acquired or constructed by us for use in our electric transmission and distribution business. (Deed of Trust, Section 1.)

The Deed of Trust provides that, in general, after-acquired property, other than Excepted Property, will constitute Collateral. (Deed of Trust, Section 1.)

As described above, the exchange notes will be secured by liens on the Collateral. At September 30, 2023, the net book value of the Collateral, after taking into account retirements, was approximately $24,407 million. The exchange notes will be senior secured obligations of Oncor that will rank equally with all Debt Securities and Oncor’s other outstanding senior secured indebtedness. At September 30, 2023, we had $12,645 million aggregate principal amount of senior secured debt outstanding, which is secured by the Collateral.

Permitted Liens

The lien granted pursuant to the Deed of Trust is subject to permitted liens described in the Indenture and the Indenture and Deed of Trust dated as of May 1, 2002 between Oncor and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, formerly the Bank of New York) (the May 2002 Indenture). These permitted liens include: (1) liens existing at the date of the May 2002 Indenture; (2) liens on property at the time we acquire the property; (3) tax liens and other governmental charges which are not delinquent or which are being contested in good faith; (4) liens incurred or created in connection with or to secure the performance of bids, tenders, contracts, leases, statutory obligations, surety bonds or appeal bonds; (5) liens securing indebtedness, neither assumed nor guaranteed by us nor on which we customarily pay interest, existing upon real estate or rights in or relating to real estate acquired by us for any

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substation, transmission line, transportation line, distribution line, right of way or similar purpose; (6) mechanics’ and materialmen’s liens; (7) certain leases and leasehold interests; (8) rights reserved to or vested in government authorities; (9) rights of others to take minerals, timber, electric energy or capacity, gas, water, steam or other products produced by us or by others on our property, rights and interests of persons other than us arising out of agreements relating to the common ownership or joint use of the property; (10) liens on the interests of persons other than us in our property; (11) liens which have been bonded or for which other security arrangements have been made; (12) purchase money liens and liens related to the acquisition of property; (13) liens which secure obligations under the Indenture and the May 2002 Indenture equally and ratably with other secured obligations of ours; (14) liens on our property to secure debt for borrowed money in an aggregate principal amount not exceeding the greater of 10% of our net tangible assets or 10% of our capitalization; (15) rights reserved to or vested in any municipality or public authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of law, to terminate such right, power, franchise, grant, license or permit or to purchase or recapture or to designate a purchaser of any of our property; (16) rights reserved to or vested in any municipality or public authority to use, control or regulate any of our property; (17) any obligations or duties to any municipality or public authority with respect to any franchise, grant, license or permit; (18) any controls, liens, restrictions, regulations, easements, exceptions or reservations of any municipality or public authority applying particularly to space satellites or nuclear fuel; (19) certain judgment liens; (20) any lien arising by reason of deposits with or giving of any form of security to any governmental entity as a condition to the transaction of any business or the exercise of any privilege or license; (21) any landlords’ lien on fixtures or movable property so long as the rent secured thereby is not in default; and (22) certain easements, licenses, restrictions, defects, irregularities and certain deficiencies in titles.

Excepted Property

The Collateral does not include Excepted Property. The Deed of Trust provides that, in general, after-acquired property, other than Excepted Property, will constitute Collateral. (Deed of Trust, Section 1.) However, property that is released from the Deed of Trust will not become subject to the lien of the Deed of Trust unless and until we execute an amendment to the Deed of Trust subjecting that property to such lien.

Release of Collateral

Unless an event of default under the Indenture, the May 2002 Indenture or any other indebtedness secured by the Deed of Trust, has occurred and is continuing, we may obtain the release from the lien of the Deed of Trust of any part of the Collateral, or any interest in the Collateral, other than cash held by the Collateral Agent, upon delivery to the Collateral Agent of an amount in cash equal to the amount, if any, by which the fair value (as determined under the Deed of Trust) of the Collateral exceeds the aggregate of:

•

an amount equal to the aggregate principal amount of any obligations secured by a purchase money lien delivered to the Collateral Agent, to be held as part of the Collateral, subject to the limitations in the Deed of Trust;

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an amount equal to the cost (as determined under the Deed of Trust) or fair value (whichever is less), after making any deductions and any Property Additions (as defined in the Deed of Trust) not constituting Funded Property (as defined in the Deed of Trust), except that such deductions and additions need not be made if the Property Additions were acquired or made within the 90-day period preceding the release;

•

an amount equal to 23/20 of an aggregate principal amount of additional obligations that we elect to secure under the Deed of Trust; provided that we waive the right to secure the additional obligations and any Available Bond Credits (as defined below) which were the basis of the right to secure such amount of those additional obligations will be deemed to have been made the basis of such release of property;

•

an amount in cash and/or an amount equal to the aggregate principal amount of any obligations secured by purchase money lien that, in either case, is evidenced to the Collateral Agent by a certificate of the trustee or other holder of a lien prior to the lien of the Deed of Trust to have been received by such trustee or other holder in accordance with the provisions of the lien in consideration for the release of such property or any part thereof from such lien, all subject to the limitations set forth in the Deed of Trust; and

•

any taxes and expenses incidental to any sale, exchange, dedication or other disposition of the property to be released. (Deed of Trust, Section 20.2.)

Unless an event of default under the Indenture, the May 2002 Indenture or any other indebtedness secured by the Deed of Trust, has occurred and is continuing, Collateral which is not Funded Property may generally be released from the lien of the Deed of Trust without depositing any cash or property with the Collateral Agent as long as (1) the aggregate amount of cost or fair value to Oncor (whichever is less) of all property which does not constitute Funded Property (excluding the

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property to be released) after certain deductions and additions, including adjustments to offset property retirements, is not less than zero or (2) the cost or fair value (whichever is less) of property to be released does not exceed the aggregate amount of the cost or fair value to Oncor (whichever is less) of property additions acquired or made within the 90-day period preceding the release. (Deed of Trust, Section 20.3.)

The Deed of Trust provides simplified procedures for the release of minor properties and property taken by eminent domain, and provides for dispositions of certain obsolete property without any release or consent by the Collateral Agent. Under the Deed of Trust, a property is considered minor if the aggregate fair value of such property on any date in a given calendar year, together with all other minor properties released in the calendar year, does not exceed the greater of (1) $10 million, or (2) 3% of the then outstanding aggregate principal amount of the obligations secured by the Deed of Trust. (Deed of Trust, Sections 20.1, 20.4 and 20.5.)

If we retain an interest in any property released from the lien granted under the Deed of Trust, the Deed of Trust will not become a lien on the property or an interest in the property or any improvements, extensions or additions to the property or renewals, replacements or substitutions of or for the property or any part or parts thereof unless we execute and deliver to the Collateral Agent an amendment of the Deed of Trust containing a grant, conveyance, transfer and mortgage thereof. (Deed of Trust, Section 20.9.)

Withdrawal or Other Application of Funded Cash; Purchase Money Obligations

Except as otherwise provided in the Deed of Trust, unless an event of default under the Indenture, the May 2002 Indenture or any other indebtedness secured by the Deed of Trust, has occurred and is continuing, any Funded Cash (as defined in the Deed of Trust) held by the Collateral Agent, and any other cash which is required to be withdrawn, used or applied as provided below, may (1) be withdrawn by us (i) to the extent of the cost or fair value to us (whichever is less) of Property Additions not constituting Funded Property, after certain deductions and additions, including adjustments to offset retirements (except that such adjustments need not be made if such property additions were acquired or made within the 90-day period preceding the withdrawal); (ii) in an amount equal to the aggregate principal amount of additional obligations we would be entitled to secure; and (iii) in an amount equal to the aggregate principal amount of outstanding obligations delivered to the Collateral Agent; (2) upon our request, be used by the Collateral Agent for the purchase or payment of obligations as directed or approved by us; and (3) be applied by the Collateral Agent to the payment at maturity or redemption of obligations. (Deed of Trust, Section 21.)

Securing Additional Obligations

The Collateral Agent will permit securing with Collateral additional obligations that we elect to secure under the Deed of Trust, at one time or from time to time in accordance with the following:

•

Additional obligations may be secured on the basis of Property Additions (which do not constitute Funded Property) in a principal amount not exceeding 85% of the cost or the fair value of the Property Additions (whichever is less) after making certain deductions and additions described in the Deed of Trust;

•

Additional obligations may be secured on the basis of, and in an aggregate principal amount not exceeding the aggregate principal amount of, Available Bond Credits; and

•

Additional obligations may be secured on the basis of, and in an aggregate principal not exceeding the amount of, any cash deposited with the Collateral Agent for such purpose.

Any withdrawal of cash under the last bullet above will operate as a waiver by us of our right to secure the obligations on which it is based, and those obligations may not be secured by the Deed of Trust. Any Property Additions which have been made the basis of any such right to secure additional obligations that we elect to secure under the Deed of Trust will be deemed to have been made the basis of the withdrawal of such cash. Any Available Bond Credits which have been made the basis of any such right to secure additional obligations that we elect to secure under the Deed of Trust will be deemed to have been made the basis of the withdrawal of such cash. (Deed of Trust, Section 22.)

“Available Bond Credits” that we could use to secure future indebtedness equaled $2,587 million as of September 30, 2023. Available Bond Credits will be (1) increased by the principal amount of obligations (other than certain fees, expenses and other obligations payable under the Deed of Trust) paid, retired or cancelled or for the payment of which money has been deposited with the applicable secured party representative, and (2) decreased by the principal amount of additional obligations that Oncor elects to secure under the Deed of Trust pursuant to provisions described under this heading for Available Bond Credits.

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The amount of future indebtedness that could be secured by Property Additions, subject to appraisal and a certification process of such Property Additions, was approximately $5,085 million as of September 30, 2023. On November 13, 2023, we completed the sale of $800 million aggregate principal amount of the outstanding 2033 notes using Property Additions. As a result, the issuance of the outstanding 2033 notes reduced the amount of future indebtedness that could be secured by Property Additions.

Defeasance

Our indebtedness in respect of the notes will be satisfied and discharged if we irrevocably deposit with the Trustee or any paying agent, other than Oncor, sufficient cash or U.S. government securities to pay the principal, interest and any premium when due on the stated maturity date or a redemption date of that series of notes, subject to the other conditions of the Indenture. (Indenture, Section 801.)

Limitation on Secured Debt

So long as any of the Debt Securities remain outstanding, subject to the limitations described under “—Securing Additional Obligations,” we will not issue any Secured Debt other than Permitted Secured Debt without the consent of the holders of a majority in principal amount of the outstanding Debt Securities of all series with respect to which this covenant is made, considered as one class; provided, however, that this covenant will not prohibit the creation or existence of any Secured Debt if either:

•

we make effective provision whereby all notes and other affected Debt Securities then outstanding will be secured at least equally and ratably with such Secured Debt; or

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we deliver to the Trustee bonds, notes or other evidences of indebtedness secured by the lien which secures such Secured Debt in an aggregate principal amount equal to the aggregate principal amount of the notes and other affected Debt Securities then outstanding and meeting certain other requirements set forth in the Indenture.

The covenants contained in the Indenture will not afford the holders of the notes protection in the event we incur significant additional debt.

Definitions

For purposes of this subsection “—Limitation on Secured Debt,” and the subsection “—Events of Default,” the following terms have the meanings given below:

“Capitalization” means the total of all the following items appearing on, or included in, our unconsolidated balance sheet: (1) liabilities for indebtedness maturing more than 12 months from the date of determination and (2) common stock, common stock expense, accumulated other comprehensive income or loss, preferred stock, preference stock, premium on common stock and retained earnings (however the foregoing may be designated), less, to the extent not otherwise deducted, the cost of shares of our capital stock held in our treasury, if any. Capitalization will be determined in accordance with GAAP and practices applicable to the type of business in which we are engaged, and may be determined as of the date not more than 60 days prior to the happening of the event for which the determination is being made.

“Capitalized Lease Liabilities” means the amount, if any, shown as liabilities on our unconsolidated balance sheet for capitalized leases of electric transmission and distribution property not owned by us, which amount will be determined in accordance with GAAP and practices applicable to the type of business in which we are engaged.

“Debt” means:

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our indebtedness for borrowed money evidenced by a bond, debenture, note or other written instrument or agreement by which we are obligated to repay such borrowed money;

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any guaranty by us of any such indebtedness of another person; and

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any Capitalized Lease Liabilities of Oncor.

“Debt” does not include, among other things:

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indebtedness under any installment sale or conditional sale agreement or any other agreement relating to indebtedness for the deferred purchase price of property or services;

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•

any trade obligations (including any obligations under power or other commodity purchase agreements and any associated hedges or derivatives) or other obligations in the ordinary course of business;

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obligations under any lease agreement that are not Capitalized Lease Liabilities; or

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any liens securing indebtedness, neither assumed nor guaranteed by us nor on which we customarily pay interest, existing upon real estate or rights in or relating to real estate acquired by us for substation, transmission line, transportation line, distribution line or right of way purposes.

“Net Tangible Assets” means the amount shown as total assets on our unconsolidated balance sheet, less (1) intangible assets including, but without limitation, such items as goodwill, trademarks, trade names, patents, unamortized debt discount and expense and other regulatory assets carried as assets on our unconsolidated balance sheet and (2) appropriate adjustments, if any, on account of minority interests. Net Tangible Assets will be determined in accordance with GAAP and practices applicable to the type of business in which we are engaged.

“Permitted Secured Debt” means, as of any particular time:

•

Secured Debt which matures less than one year from the date of the issuance or incurrence and is not extendible at the option of the issuer; and any refundings, refinancings and/or replacements of any such Secured Debt by or with similar Secured Debt that matures less than one year from the date of such refunding, refinancing and/or replacement and is not extendible at the option of the issuer;

•

Secured Debt secured by Purchase Money Liens (as defined in the Indenture) or any other liens existing or placed upon property at the time of, or within 180 days after, the acquisition thereof by us, and any refundings, refinancings and/or replacements of any such Secured Debt; provided, however, that no such Purchase Money Lien or other lien will extend to or cover any of our property other than (1) the property so acquired and improvements, extensions and additions to such property and renewals, replacements and substitutions of or for the property or any part or parts of the property and (2) with respect to Purchase Money Liens, other property subsequently acquired by us;

•

Secured Debt relating to governmental obligations the interest on which is not included in gross income for purposes of federal income taxation pursuant to Section 103 of the Code (or any successor provision of law), for the purpose of financing or refinancing, in whole or in part, costs of acquisition or construction of property to be used by us, to the extent that the lien which secures the Secured Debt is required either by applicable law or by the issuer of such governmental obligations or is otherwise necessary in order to establish or maintain the exclusion from gross income; and any refundings, refinancings and/or replacements of any Secured Debt by or with similar Secured Debt;

•

Secured Debt (1) which is related to the construction or acquisition of property not previously owned by us or (2) which is related to the financing of a project involving the development or expansion of our property and (3) in either case, the obligee in respect of which has no recourse to us or any of our property other than the property constructed or acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (or the proceeds of such property or such project); and any refundings, refinancings and/or replacements of any such Secured Debt by or with Secured Debt described in (3) above; and

•

in addition to the Permitted Secured Debt described above, Secured Debt not otherwise so permitted in an aggregate principal amount not exceeding the greater of 10% of Oncor’s Net Tangible Assets or 10% of Oncor’s Capitalization.

“Secured Debt” means Debt created, issued, incurred or assumed by us which is secured by a lien upon any of our property (other than Excepted Property). For purposes of this covenant, any Capitalized Lease Liabilities of ours will be deemed to be Debt secured by a lien on our property.

(Indenture, Section 707.)

Consolidation, Merger and Sale of Assets

Under the terms of the Indenture, we may not consolidate with or merge into any other entity or convey, transfer or lease our Electric Utility Property (as defined below) as an entirety or substantially as an entirety to any entity, unless:

•

the surviving or successor entity, or an entity which acquires by conveyance or transfer or which leases our Electric Utility Property as an entirety or substantially as an entirety is organized and existing under the laws of any domestic jurisdiction and it expressly assumes our obligations on all Debt Securities then outstanding under the Indenture;

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•

in the case of a lease, such lease is made expressly subject to termination by us or by the Trustee and by the purchaser of the property so leased at any sale thereof at any time during the continuance of an event of default under the Indenture;

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we will have delivered to the Trustee an officer’s certificate and an opinion of counsel as provided in the Indenture; and

•

immediately after giving effect to the transaction, no event of default under the Indenture, or event which, after notice or lapse of time or both, would become an event of default under the Indenture, has occurred and is continuing.

(Indenture, Section 1201.)

In the case of the conveyance or other transfer of the Electric Utility Property as or substantially as an entirety to any other entity, upon the satisfaction of all the conditions described above, Oncor would be released and discharged from all obligations and covenants under the Indenture and on the Debt Securities then outstanding unless we elect to waive such release and discharge. (Indenture, Section 1203.)

The Indenture does not prevent or restrict:

•

any conveyance or other transfer, or lease, of any part of our Electric Utility Property which does not constitute the entirety, or substantially the entirety, thereof; or

•

any conveyance, transfer or lease of any of our properties where we retain Electric Utility Property with a fair value in excess of 143% of the aggregate principal amount of all outstanding Debt Securities, and any other outstanding debt securities that rank equally with, or senior to, the Debt Securities with respect to such Electric Utility Property. This fair value will be determined within 90 days of the conveyance, transfer or lease by an independent expert that is approved by the Trustee.

(Indenture, Section 1205.)

“Electric Utility Property” means property of Oncor which is comprised of substantially all of our tangible properties in Texas used or useful or to be used in connection with the transmission and distribution of electric energy, exclusive of certain excepted property. (Indenture, Section 101.)

The terms of the Indenture do not restrict Oncor in consummating a merger in which Oncor is the surviving entity. (Indenture, Section 1204.)

Events of Default

“Event of default,” when used in the Indenture with respect to Debt Securities, means any of the following:

•

failure to pay interest on any Debt Security for 30 days after it is due and payable;

•

failure to pay the principal of or any premium on any Debt Security when due and payable;

•

failure to perform or breach of any other covenant or warranty in the Indenture that continues for 90 days after we receive written notice from the Trustee, or we and the Trustee receive a written notice from the holders of at least 33% in aggregate principal amount of the outstanding Debt Securities;

•

events of bankruptcy, insolvency or reorganization of Oncor specified in the Indenture;

•

sale or transfer of all or any part of the Collateral in a foreclosure of the lien on the Collateral which secures the Debt Securities and other Secured Debt (other than Permitted Secured Debt); or

•

any other event of default included in any supplemental indenture for a particular series of Debt Securities.

(Indenture, Sections 901, 1301 and 1307.)

Remedies

If an event of default under the Indenture occurs and is continuing, then the Trustee or the holders of at least 33% in aggregate principal amount of the outstanding Debt Securities may declare the principal amount of all of the Debt Securities to be due and payable immediately.

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At any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee, the event or events of default under the Indenture giving rise to the declaration of acceleration will be considered cured, and the declaration and its consequences will be considered rescinded and annulled, if:

•

we have paid or deposited with the Trustee a sum sufficient to pay:

•

all overdue interest on all outstanding Debt Securities;

•

the principal of and premium, if any, on the outstanding Debt Securities that have become due otherwise than by such declaration of acceleration and overdue interest thereon;

•

interest on overdue interest to the extent lawful; and

•

all amounts due to the Trustee under the Indenture; and

•

any other event of default under the Indenture with respect to the Debt Securities of a particular series has been cured or waived as provided in the Indenture.

(Indenture, Section 902.)

There is no automatic acceleration, even in the event of bankruptcy, insolvency or reorganization of Oncor.

If an event of default under the Deed of Trust occurs and is continuing, the Collateral Agent will, at the direction of the applicable secured party, proceed to protect and enforce its rights and the rights of the secured parties by such judicial proceedings as the applicable secured party designates to protect and enforce any such rights. Upon the occurrence and during the continuance of any event of default under the Deed of Trust and subject to any applicable grace notice and cure provision of the Indenture, the May 2002 Indenture, or the terms of the additional obligations, on the direction of the applicable secured party, the Collateral Agent will, at the direction of the applicable secured party, sell all, but not less than all of the Collateral in accordance with the procedures set forth in the Deed of Trust. In the event of any breach of the covenants, agreements, terms or conditions of the Deed of Trust, the Collateral Agent, to the extent permitted by applicable law and principles of equity, will be entitled to enjoin such breach and obtain specific performance of any such covenant, agreement, term or condition and the Collateral Agent will have the right to invoke any equitable right or remedy as though other remedies were not provided for in the Deed of Trust. Proceeds of the Collateral received by the Collateral Agent may be applied to the reasonable and documented costs and expenses incurred by the Collateral Agent in connection with the Deed of Trust, prior to applying any such proceeds to the obligations owed to the secured parties. (Deed of Trust, Section 23.)

If an event of default under the Deed of Trust has occurred and, during the continuance of such event of default, the Collateral Agent has commenced judicial proceedings to enforce any right under the Deed of Trust, then the Collateral Agent will, to the extent permitted by law, be entitled, as against Oncor, to the appointment of a receiver of the Collateral and subject to the rights, if any, of others to receive collections from former, present or future customers of the rents, issues, profits, revenues and other income thereof, and whether or not any receiver is appointed, the Collateral Agent will be entitled to possession and control of, and to collect and receive the income from cash, securities and other personal property held by the Collateral Agent under the Deed of Trust and to all other remedies available to mortgagees and secured parties under the Uniform Commercial Code or any other applicable law. (Deed of Trust, Section 24.)

Upon the occurrence and continuance of an event of default under the Indenture after the termination of the lien granted by the Deed of Trust, the remedies of the Trustee and holders of notes under the Indenture would be limited to the rights of unsecured creditors.

Except as otherwise required by the TIA, the Trustee is not obligated to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the holders, unless the holders offer the Trustee a reasonable indemnity. (Indenture, Section 1003.) If they provide this reasonable indemnity, the holders of a majority in principal amount of the outstanding Debt Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any power conferred upon the Trustee with respect to such Debt Securities. The Trustee is not obligated to comply with directions that conflict with law or other provisions of the Indenture. (Indenture, Section 912.)

No holder of Debt Securities will have any right to institute any proceeding under the Indenture, for the appointment of a receiver or trustee, or for any other remedy under the Indenture, unless:

•

the holder has previously given to the Trustee written notice of a continuing event of default under the Indenture;

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•

the holders of a majority in aggregate principal amount of the outstanding Debt Securities have made a written request to the Trustee to institute proceedings in respect of the event of default under the Indenture in its own name as Trustee under the Indenture;

•

such holder or holders have offered reasonable indemnity to the Trustee to institute proceedings;

•

the Trustee has failed to institute any proceeding for 60 days after notice, request and offer of indemnity; and

•

the Trustee has not received during such period any direction from the holders of a majority in aggregate principal amount of the outstanding Debt Securities inconsistent with the written request of the holders referred to above.

(Indenture, Section 907.) However, these limitations do not apply to a suit by a holder of a Debt Security for payment of the principal, premium, if any, or interest on the Debt Security on or after the applicable due date. (Indenture, Section 908.)

We will provide to the Trustee an annual statement by an appropriate officer as to our compliance with all conditions and covenants under the Indenture. (Indenture, Section 705.)

Trustee/Collateral Agent Indemnification and Trustee Lien

The Indenture provides that we will indemnify the Trustee for any loss, liability or expense reasonably incurred by it, except to the extent any such loss, liability or expense may be attributable to the Trustee’s negligence, willful misconduct or bad faith. The Trustee will have a lien, prior to the lien on behalf of the holders of the Debt Securities, upon certain of our property and funds held or collected by the Trustee for the payment of Trustee’s reasonable compensation and expenses and for indemnity against certain liabilities. (Indenture, Section 1007.) The Deed of Trust provides that we will indemnify the Collateral Agent against all liability or expense that it may incur in the performance of its duties under the Deed of Trust, except to the extent any such liability or expense results from the Collateral Agent’s negligence, willful misconduct or bad faith. (Deed of Trust, Sections 16, 19 and 27.)

Modification and Waiver

Without the consent of any holder of Debt Securities, we and the Trustee may enter into one or more supplemental indentures for any of the following purposes:

•

to evidence the assumption by any permitted successor of the covenants of Oncor in the Indenture and in the Debt Securities;

•

to add one or more covenants of Oncor or other provisions for the benefit of the holders of all or any series or tranche of Debt Securities, or to surrender any right or power conferred upon Oncor;

•

to add additional events of default under the Indenture for all or any series of outstanding Debt Securities;

•

to change or eliminate or add any provision to the Indenture; provided, however, that if the change, elimination or addition will adversely affect the interests of the holders of outstanding Debt Securities of any series or tranche in any material respect, it will become effective only:

•

when the consent of the holders of Debt Securities of such series has been obtained in accordance with the Indenture; or

•

when no Debt Securities of the affected series remain outstanding under the Indenture;

•

to provide additional security for any Debt Securities;

•

to establish the form or terms of Debt Securities of any other series or tranche as permitted by the Indenture;

•

to provide for the authentication and delivery of bearer securities with or without coupons;

•

to evidence and provide for the acceptance of appointment by a separate or successor Trustee;

•

to provide for the procedures required for use of a non-certificated system of registration for the Debt Securities of all or any series or tranche;

•

to change any place where principal, premium, if any, and interest will be payable, Debt Securities may be surrendered for registration of transfer or exchange, and notices to us may be served;

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•

to amend and restate the Indenture, as originally executed and as amended from time to time, with such additions, deletions and other changes that do not adversely affect the interests of the holders of Debt Securities in any material respect; or

•

to cure any ambiguity or inconsistency.

(Indenture, Section 1301.)

The holders of at least a majority in aggregate principal amount of the Debt Securities of all series and tranches then outstanding may waive compliance by us with some restrictive provisions of the Indenture. (Indenture, Section 706.) The holders of not less than a majority in principal amount of the outstanding Debt Securities may waive any past default under the Indenture, except a default in the payment of principal, premium, if any, or interest, if any, and certain covenants and provisions of the Indenture that cannot be modified or be amended without the consent of the holder of each outstanding Debt Security of any series or tranche affected. (Indenture, Section 913.)

If the TIA is amended after the date of the Indenture or the Deed of Trust, as applicable, in such a way as to require changes to the Indenture or the Deed of Trust, the Indenture or the Deed of Trust, as applicable, will be deemed to be amended so as to conform to that amendment to the TIA. Oncor and the Trustee may, without the consent of any holders, enter into one or more supplemental indentures to evidence the amendment. (Indenture, Section 1301; Deed of Trust, Section 7.1(f).)

The consent of the holders of a majority in aggregate principal amount of the Debt Securities of all series then outstanding, considered as one class, is required for all other modifications to the Indenture. However, if less than all of the series of Debt Securities outstanding are directly affected by a proposed supplemental indenture, then the consent only of the holders of a majority in aggregate principal amount of the outstanding Debt Securities of all series that are directly affected, considered as one class, will be required. If less than all of the tranches of Debt Securities outstanding are directly affected by a proposed supplemental indenture, then the consent only of the holders of a majority in aggregate principal amount of the outstanding Debt Securities of all tranches that are directly affected, considered as one class, will be required. No such amendment or modification may, without the consent of the holder of each outstanding Debt Security of each series or tranche so directly affected:

•

change the stated maturity of the principal of, or any installment of principal of or interest on, any Debt Security, or reduce the principal amount of any Debt Security or its rate of interest or change the method of calculating that interest rate or reduce any premium payable upon redemption, or change the currency in which payments are made, or impair the right to institute suit for the enforcement of any payment on or after the stated maturity of any Debt Security;

•

reduce the percentage in principal amount of the outstanding Debt Securities of any series or tranche the consent of the holders of which is required for any supplemental indenture or any waiver of compliance with a provision of the Indenture or any default thereunder and its consequences, or reduce the requirements for quorum or voting; or

•

modify some of the provisions of the Indenture relating to supplemental indentures, waivers of some covenants and waivers of past defaults with respect to the Debt Securities of any series or tranche.

(Indenture, Section 1302.)

A supplemental indenture that changes or eliminates any covenant or other provision of the Indenture which has expressly been included solely for the benefit of the holders of, or which is to remain in effect only so long as there will be outstanding, Debt Securities of one or more particular series, or one or more tranches thereof, or modifies the rights of the holders of Debt Securities of such series or tranches with respect to such covenant or other provision, will be deemed not to affect the rights under the Indenture of the holders of Securities of any other series or tranche. (Indenture, Section 1302.)

The Indenture provides that Debt Securities owned by us or anyone else required to make payment on the Debt Securities or their respective affiliates will be disregarded and considered not to be outstanding in determining whether the required holders have given a request or consent. (Indenture, Section 101.)

We may fix in advance a record date to determine the holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or other such act of the holders, but we will have no obligation to do so. If we fix a record date, that request, demand, authorization, direction, notice, consent, waiver or other such act of the holders may be given before or after that record date, but only the holders of record at the close of business on that record date will be considered holders for the purposes of determining whether holders of the required percentage of the notes outstanding have authorized

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or agreed or consented to the request, demand, authorization, direction, notice, consent, waiver or other such act of the holders. For that purpose, the notes outstanding will be computed as of the record date. Any request, demand, authorization, direction, notice, consent, election, waiver or other such act of a holder of any Debt Security will bind every future holder of that Debt Security and the holder of every Debt Security issued upon the registration of transfer of or in exchange for that Debt Security. A transferee will also be bound by acts of the Trustee or us in reliance thereon, whether or not notation of that action is made upon the Debt Security. (Indenture, Section 104.)

Resignation of a Trustee

The Trustee may resign at any time by giving written notice to us or may be removed at any time by act of the holders of a majority in principal amount of all series of Debt Securities then outstanding delivered to the Trustee and us. No resignation or removal of the Trustee and no appointment of a successor trustee will be effective until the acceptance of appointment by a successor trustee. So long as no event which is, or after notice or lapse of time, or both, would become, an event of default has occurred and is continuing and except with respect to a trustee appointed by act of the holders, if we have delivered to the Trustee a resolution of our board of directors appointing a successor trustee and such successor has accepted the appointment in accordance with the terms of the Indenture, the Trustee will be deemed to have resigned and the successor will be deemed to have been appointed as trustee in accordance with the Indenture. (Indenture, Section 1010.)

Notices

Notices to holders of the notes will be given by mail to the addresses of such holders as they may appear in the security register for the notes of that series, subject to the applicable procedures of DTC. (Indenture, Section 106.)

Title

Prior to due presentment of a note for registration of transfer, Oncor, the Trustee, and any agent of Oncor or the Trustee, may treat the person in whose name any note is registered as the absolute owner of that note, whether or not such note may be overdue, for the purpose of making payments and for all other purposes irrespective of notice to the contrary. (Indenture, Section 308.)

Governing Law

The Indenture and the notes provide that they will be governed by, and construed in accordance with, the laws of the State of New York, except to the extent that the TIA is applicable and except to the extent that the law of the State of Texas mandatorily governs. (Indenture, Section 112.)

Information About the Trustee

The Trustee under the Indenture is The Bank of New York Mellon Trust Company, N.A. The Bank of New York Mellon Trust Company, N.A acts, and may act, as trustee under various other indentures, trusts and guarantees of us and our affiliates. We and our affiliates maintain deposit accounts and credit and liquidity facilities and conduct other commercial and investment banking transactions with the Trustee and its affiliates in the ordinary course of their businesses.

Book-Entry

The certificates representing the exchange notes will be issued in fully registered form, without coupons. The exchange notes will be deposited with, or on behalf of, DTC, and registered in the name of Cede & Co., as DTC’s nominee in the form of one or more global certificates or will remain in the custody of the Trustee pursuant to a FAST Balance Certificate Agreement between DTC and the Trustee. Upon the issuance of the global certificates, DTC or its nominee will credit, on its internal system, the respective principal amount of the individual beneficial interests represented by such global certificates to the accounts of persons who have accounts with such depository. Ownership of beneficial interests in a global certificate will be limited to persons who have accounts with DTC (participants) or persons who hold interests through participants. Ownership of beneficial interests in a global certificate will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants).

Investors that exchange outstanding notes for exchange notes may also hold their interests directly through Clearstream Banking or Euroclear, if they are participants in such systems, or indirectly through organizations that are participants in such systems. Investors may also hold such interests through organizations other than Clearstream Banking or Euroclear that are participants in the DTC system. Clearstream Banking and Euroclear will hold interests in the global certificate representing exchange notes on behalf of their participants through DTC.

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So long as DTC, or its nominee, is the registered owner or holder of a global certificate, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the exchange notes represented by such global certificate for all purposes under the Indenture and the exchange notes. No beneficial owner of an interest in a global certificate will be able to transfer the interest except in accordance with DTC’s applicable procedures, in addition to those provided for under the Indenture and, if applicable, those of Euroclear and Clearstream Banking.

Payments of the principal of and interest on a global certificate will be made to DTC or its nominee, as the case may be, as the registered owner thereof. Neither Oncor, the Trustee nor any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a global certificate or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. DTC or its nominee, upon receipt of any payment of principal or interest in respect of a global certificate, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global certificate as shown on the records of DTC or its nominee. Oncor also expects that payments by participants to owners of beneficial interests in such global certificate held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.

Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules. If a holder requires physical delivery of a certificated exchange note for any reason, including to sell exchange notes to persons in jurisdictions which require such delivery of such exchange notes or to pledge such exchange notes, such holder must transfer its interest in a global certificate in accordance with DTC’s applicable procedures and the procedures set forth in the Indenture and, if applicable, those of Euroclear and Clearstream Banking. Because DTC can act only on behalf of participants in DTC, which in turn act on behalf of indirect participants, the ability of a person having beneficial interests in a global certificate to pledge such interests to persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

DTC will take any action permitted to be taken by a holder of exchange notes (including the presentation of exchange notes for exchange as described below) only at the direction of one or more participants to whose account the DTC interests in a global certificate is credited and only in respect of such portion of the aggregate principal amount of the exchange notes as to which such participant or participants has or have given such direction. However, if there is an event of default under the exchange notes, DTC will exchange a global certificate for certificated exchange notes, which it will distribute to its participants.

DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “Clearing Agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (indirect participants). The rules applicable to DTC and its participants are on file with the SEC.

Although DTC, Euroclear and Clearstream Banking are expected to follow the foregoing procedures in order to facilitate transfers of interests in the exchange notes represented by global certificates among their respective participants, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither Oncor nor the Trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream Banking or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

If DTC is at any time unwilling or unable to continue as a depository for a global certificate and a successor depository is not appointed by us within 90 days, we will issue certificated exchange notes in exchange for a global certificate.

We will make all payments of principal and interest in immediately available funds.

Secondary trading in long-term bonds and notes of corporate issuers is generally settled in clearing-house or next-day funds. In contrast, beneficial interests in the exchange notes that are not certificated exchange notes will trade in DTC’s Same-Day Funds Settlement System until maturity. Therefore, the secondary market trading activity in such interests will settle in immediately available funds. No assurance can be given as to the effect, if any, of settlement in immediately available funds on trading activity in the exchange notes.

The information in this subsection,“—Book-Entry,” concerning DTC and DTC’s book-entry system has been obtained from sources that Oncor believes to be reliable, but Oncor does not take any responsibility for the accuracy of this information.

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SUMMARY OF MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following discussion summarizes certain material U.S. federal income tax consequences relating to the exchange of outstanding notes for exchange notes in the exchange offers. This summary addresses only the U.S. federal income tax consequences of the exchange of outstanding notes acquired at their original issuance and held as “capital assets” within the meaning of section 1221 of the Code. This discussion does not address the issuance of any additional securities by us because no additional securities are contemplated by this prospectus. This discussion is based upon the Code and the U.S. Treasury regulations promulgated thereunder, rulings, administrative pronouncements and judicial decisions, all as of the date hereof and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. We cannot assure you that the U.S. Internal Revenue Service (IRS) will not challenge one or more of the tax consequences described herein. We have not obtained, nor do we intend to obtain, a ruling from the IRS with respect to the U.S. federal income tax consequences of the exchange of outstanding notes for exchange notes in the exchange offers.

This discussion does not address all U.S. federal income tax considerations that may be relevant to a particular holder in light of the holder’s circumstances or to certain categories of investors that may be subject to special treatment, such as, for example, banks and other financial institutions, regulated investment companies, real estate investment trusts, insurance companies, tax-exempt organizations, dealers in securities, brokers, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, persons who hold the notes through partnerships or other pass-through entities, controlled foreign corporations, passive foreign investment companies, persons subject to special tax accounting rules under section 451(b) of the Code, persons that acquired the notes in connection with employment or other performance of services, persons who have ceased to be U.S. citizens or to be taxed as resident aliens, U.S. holders whose “functional currency” for U.S. federal income tax purposes is not the U.S. dollar or persons who hold the notes as part of a hedge, conversion, constructive sale, straddle or other integrated transaction. In addition, this discussion does not address any U.S. federal gift tax, estate tax or alternative minimum tax consequences or any state, local, foreign or other tax consequences or any applicable tax treaties.

If a partnership (including an entity or arrangement taxable as a partnership for U.S. federal income tax purposes) holds the outstanding notes or the exchange notes, as the case may be, the tax treatment of the partnership and a partner in such partnership generally will depend upon the status of the partner and upon the activities of the partnership. If you are a partnership holding outstanding notes or exchange notes, as the case may be, or a partner in such a partnership, you should consult your own tax advisor regarding the tax consequences associated with an investment in the outstanding notes or the exchange notes.

The exchange of outstanding notes for exchange notes in the exchange offers will not constitute a taxable exchange or other taxable event for U.S. federal income tax purposes. Consequently, you will not recognize gain or loss upon receipt of an exchange note, your holding period for the exchange note should include your holding period for the outstanding note exchanged therefor and your adjusted tax basis in the exchange note should be the same as your adjusted tax basis in the outstanding note immediately before the exchange.

This discussion is for general purposes only. Each holder of outstanding notes is urged to consult such holder’s own tax advisor regarding the potential U.S. federal income tax consequences of the exchange of outstanding notes for exchange notes in the exchange offers including the extent to which such holder’s particular circumstances may affect the general results outlined herein, as well as the consequences of the tax laws of any state, local or foreign jurisdiction or under any applicable tax treaties.

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SUMMARY OF MATERIAL ERISA CONSIDERATIONS

The following is a summary of material considerations associated with the exchange of outstanding notes for exchange notes by employee benefit plans that are subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (ERISA), plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code; or plans that are subject to provisions under any other federal, state, local, non-U.S. or other laws, rules or regulations that are similar to such provisions of ERISA or the Code (collectively, Similar Laws); and entities whose underlying assets are considered to include “plan assets” (pursuant to 29 C.F.R. 2510.3-101, as modified by Section 3(42) of ERISA or otherwise) of such employee benefit plans, plans, accounts or arrangements (each, a Plan).

General Fiduciary Matters

ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA and prohibit certain transactions involving the assets of a Plan subject to Title I of ERISA or Section 4975 of the Code (an ERISA Plan) and its fiduciaries or other interested parties.

In considering an exchange of outstanding notes that are assets of any Plan for exchange notes, a fiduciary or trustee should determine whether the exchange and the investment in exchange notes is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Similar Laws relating to a person’s duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws.

Prohibited Transaction Issues

Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities who are “parties in interest,” within the meaning of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engages in a nonexempt prohibited transaction may be subject to excise taxes under the Code and other penalties and liabilities under ERISA. In addition, the fiduciary of the ERISA Plan that engages in such a nonexempt prohibited transaction may be subject to penalties and liabilities under ERISA and/or the Code. Further, the depositor of an individual retirement account who engages in a prohibited transaction with the account risks disqualification of the account. The exchange of outstanding notes for exchange notes and the acquisition and/or holding and/or disposition of exchange notes by an ERISA Plan with respect to which we are considered a party in interest or disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the exchange is made and the investment is acquired and is held and disposed of in accordance with an applicable statutory, class or individual prohibited transaction exemption. Included among the exemptions that may apply to the exchange and to the acquisition and holding of the exchange notes are the U.S. Department of Labor prohibited transaction class exemption (PTCE) 84-14, as amended, respecting transactions determined by independent qualified professional asset managers, PTCE 90-1, respecting transactions involving insurance company pooled separate accounts, PTCE 91-38, respecting transactions involving bank collective investment funds, PTCE 95-60, respecting transactions involving insurance company general accounts and PTCE 96-23, as amended, respecting transactions determined by in-house asset managers. In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide limited relief from the prohibited transaction provisions of ERISA and Section 4975 of the Code for certain transactions between an ERISA Plan and a person that is a party in interest or disqualified person solely by reason of providing services to the ERISA Plan, or a relationship to such a service provider, provided that neither the party in interest/disqualified person nor any of its affiliates (directly or indirectly) have or exercise any discretionary authority or control or render any investment advice with respect to the assets of the ERISA Plan involved in the transaction and provided further that the ERISA Plan pays no more than (or, if applicable, receives no less than) adequate consideration in connection with the transaction. There can be no assurance that all of the conditions of any such exemption will be satisfied.

Because of the foregoing, the exchange notes should not be acquired, held or disposed of by any person investing “plan assets” of any Plan, unless such acquisition, holding and disposition (and the exchange of outstanding notes for exchange notes) will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Laws.

Representation

By acceptance of an exchange note, each acquirer and subsequent transferee will be deemed to have represented and warranted that either (i) no portion of the assets used by such acquirer or transferee to acquire and hold the exchange notes or any interest therein constitutes assets of any Plan or (ii) the acquisition, holding and disposition of the exchange notes or any interest therein (and the exchange of outstanding notes for exchange notes) by such acquirer or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Laws.

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The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering exchanging outstanding notes for exchange notes (and holding the exchange notes) on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code or any Similar Laws to such transactions and whether an exemption from any restrictions thereunder would be applicable to the exchange of outstanding notes for exchange notes and the acquisition, holding and disposition of the exchange notes.

PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offers must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed to keep effective the registration statement of which this prospectus is a part until the earlier of 90 days after the completion of the exchange offers or such time as broker-dealers no longer own any notes. In addition, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offers may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offers and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act, and any profit of any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Subject to certain limitations set forth in the applicable registration rights agreement, we have agreed to pay all expenses incident to our performance of or compliance with our obligations under the applicable registration rights agreement with respect to the exchange offers (including the reasonable expenses of one counsel for the holders of the outstanding notes) other than commissions or concessions of any broker-dealers and will indemnify you (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

The validity and enforceability of the exchange notes will be passed upon for us by Baker & McKenzie LLP.

EXPERTS

The Annual Financial Statements of Oncor Electric Delivery Company LLC as of December 31, 2022 and 2021 and for each of the three years in the period ended December 31, 2022, included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, appearing herein. Such Annual Financial Statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

AVAILABLE INFORMATION

We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the exchange notes. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us and the exchange notes, reference is made to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete.

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We file annual, quarterly and current reports and other information with the SEC. You may read and copy any document we have or will file with the SEC at the SEC’s public website (www.sec.gov). This information is also available free of charge on our website (http://www.oncor.com) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information on our website or available by hyperlink from our website does not constitute part of this prospectus.

You should rely only upon the information provided in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus is accurate as of any date other than the date of this prospectus.

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GLOSSARY


When the following terms and abbreviations appear in the text of this prospectus, they have the meanings indicated below.

acquisition accounting		The acquisition method of accounting for a business combination as prescribed by GAAP, whereby the cost or “acquisition price” of a business combination, including the amount paid for the equity and certain transaction costs, is allocated to identifiable assets and liabilities (including intangible assets) based upon their fair values. The excess of the purchase price over the fair values of assets and liabilities is recorded as goodwill

AFUDC		Allowance for funds used during construction

AMS		Advanced metering system

AR Facility		Refers to the accounts receivable facility entered into by Oncor on April 28, 2023, providing for the sale or contribution of certain accounts receivable and certain other related rights to Receivables LLC, which, in turn, obtains loans secured by the receivables from various lenders

Annual Financial Statements		Refers to the Audited Consolidated Financial Statements included in this prospectus beginning on page F-23

ASC		Accounting Standards Codification

Code		The Internal Revenue Code of 1986, as amended

COVID-19		Coronavirus Disease 2019, the disease caused by the novel strain of coronavirus reported to have surfaced in late 2019, which was declared a pandemic by the World Health Organization in March 2020

CP Notes		Unsecured commercial paper notes issued under the CP Program

CP Program		Oncor’s commercial paper program, as amended

Credit Facility		Revolving Credit Agreement, dated as of November 9, 2021, among Oncor, as borrower, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and swingline lender, the fronting banks from time to time parties thereto, and the other financial institutions party thereto, including Citibank N.A. and Wells Fargo Securities, LLC, as co-sustainability structuring agents, as amended

DCRF		Distribution cost recovery factor

Deed of Trust		Deed of Trust, Security Agreement and Fixture Filing, dated as of May 15, 2008, made by Oncor to and for the benefit of The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, formerly The Bank of New York), as collateral agent, as amended

Disinterested Director		Refers to a member of our board of directors who is, pursuant to our Limited Liability Company Agreement, one of the seven members of our 13-member board of directors who qualifies as a “disinterested director,” defined as a director who (i) shall be an independent director in all material respects under the rules of the New York Stock Exchange in relation to Sempra or its subsidiaries and affiliated entities and any entity with a direct or indirect ownership interest in Oncor or Oncor Holdings, and (ii) shall have no material relationship with Sempra or its subsidiaries or affiliated entities or any entity with a direct or indirect ownership interest in Oncor or Oncor Holdings, currently or within the previous ten years

EECRF		Energy efficiency cost recovery factor

EFH Corp.		Refers to Energy Future Holdings Corp., a holding company, and/or its subsidiaries, depending on context. Renamed Sempra Texas Holdings Corp. upon closing of the Sempra Acquisition

EPA		U.S. Environmental Protection Agency

ERCOT		Electric Reliability Council of Texas, Inc., the independent system operator and the regional coordinator of various electricity systems within Texas

ERISA		Employee Retirement Income Security Act of 1974, as amended

February 2021 Winter Storm		Refers to the extreme winter weather event in February 2021, which resulted in electricity supply shortages throughout the state of Texas from February 15 through February 17, 2021

FERC		U.S. Federal Energy Regulatory Commission

Fitch		Fitch Ratings, Inc. (a credit rating agency)

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GAAP		Generally accepted accounting principles of the U.S.

IRS		U.S. Internal Revenue Service

Interim Financial Statements		Refers to the Unaudited Interim Financial Statements included in this prospectus beginning on page F-2

kV		Kilovolts

kWh		Kilowatt-hours

LIBOR		London Interbank Offered Rate, an interest rate at which banks can borrow funds, in marketable size, from other banks in the London interbank market

Limited Liability Company Agreement		The Third Amended and Restated Limited Liability Company Agreement of Oncor, dated as of March 9, 2018, by and between Oncor Holdings and Texas Transmission, as amended

LP&L		Lubbock Power & Light, a municipal electricity utility company owned by the City of Lubbock, Texas

Moody’s		Moody’s Investors Service, Inc. (a credit rating agency)

MW		Megawatts

NAV		Net asset value

NERC		North American Electric Reliability Corporation

Offering Memorandum		Refers to the Offering Memorandum, dated May 8, 2023, relating to the outstanding 2028 notes and outstanding 2052 notes or the Offering Memorandum, dated November 8, 2023, relating to the outstanding 2033 notes, as applicable

Oncor		Oncor Electric Delivery Company LLC, a direct, majority-owned subsidiary of Oncor Holdings

Oncor Holdings		Oncor Electric Delivery Holdings Company LLC, the direct majority owner (80.25% equity interest) of Oncor. Oncor Holdings is wholly owned by STIH

Oncor Retirement Plan		Refers to a defined benefit pension plan sponsored by Oncor

Oncor Ring-Fenced Entities		Refers to Oncor Holdings and its direct and indirect subsidiaries, including Oncor and Oncor’s direct and indirect subsidiaries

OPEB		Other postretirement employee benefits

OPEB Plans		Refers to plans sponsored by Oncor that offer certain postretirement health care and life insurance benefits to eligible current and former Oncor employees, certain eligible current and former employees of former affiliated companies, including Vistra, and their eligible dependents

PUCT		Public Utility Commission of Texas

PURA		Texas Public Utility Regulatory Act, as amended

Receivables LLC		Oncor Receivables LLC, a bankruptcy-remote special purpose entity and a wholly-owned subsidiary of Oncor

REP		Retail electric provider

ROU		Right-of-use

S&P		S&P Global Ratings, a division of S&P Global Inc. (a credit rating agency)

SEC		U.S. Securities and Exchange Commission

Securities Act		Securities Act of 1933, as amended

Sempra		Sempra, a California corporation

Sempra Acquisition		Refers to the transactions pursuant to which Sempra indirectly acquired approximately 80% of Oncor’s membership interests owned indirectly by EFH Corp. and Energy Future Intermediate Holdings Company LLC. The transactions closed March 9, 2018

Sempra Order		Refers to the final order issued by the PUCT in PUCT Docket No. 47675 approving the Sempra Acquisition

Sharyland		Refers to Sharyland Utilities, L.L.C.

SOFR		Refers to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate)

STH		Refers to Sempra Texas Holdings Corp., a Texas corporation, which is wholly owned by Sempra and the direct parent of STIH.

STIH		Refers to Sempra Texas Intermediate Holding Company LLC, a Delaware limited liability company, which is a wholly owned indirect subsidiary of Sempra and the sole member of Oncor Holdings

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Supplemental Retirement Plan		Refers to the Oncor Supplemental Retirement Plan, as amended

TCEQ		Texas Commission on Environmental Quality

TCOS		Transmission cost of service

TCRF		Transmission cost recovery factor

Texas margin tax		A privilege tax imposed on taxable entities chartered/organized or doing business in the State of Texas that, for accounting purposes, is reported as an income tax

Texas RE		Refers to Texas Reliability Entity, Inc., an independent organization that develops reliability standards for the ERCOT region and monitors and enforces compliance with NERC standards and ERCOT protocols

Texas Transmission		Refers to Texas Transmission Investment LLC, a limited liability company that owns a 19.75% equity interest in Oncor. Texas Transmission is an entity indirectly owned by OMERS Administration Corporation (acting through its infrastructure investment entity, OMERS Infrastructure Management Inc.) and GIC Private Limited

U.S.		United States of America

VIE		Variable interest entity

Vistra		Refers to Vistra Corp. and/or its subsidiaries, depending on context

Vistra Retirement Plan		Refers to a defined benefit pension plan sponsored by an affiliate of Vistra

153

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Unaudited Interim Financial Statements for the Nine Months Ended September 30, 2023 and 2022
Condensed Statements of Consolidated Income — Three and Nine Months Ended September 30, 2023 and 2022			F-2
Condensed Statements of Consolidated Comprehensive Income — Three and Nine Months Ended September 30, 2023 and 2022			F-2
Condensed Statements of Consolidated Cash Flows — Nine Months Ended September 30, 2023 and 2022			F-3
Condensed Consolidated Balance Sheets — September 30, 2023 and December 31, 2022			F-4
Notes to Condensed Consolidated Financial Statements			F-5

Audited Financial Statements for the Three Fiscal Years Ended December 31, 2022
Report of Independent Registered Public Accounting Firm			F-23
Statements of Consolidated Income for Each of the Three Fiscal Years in the Period Ended December 31, 2022			F-25
Statements of Consolidated Comprehensive Income for Each of the Three Fiscal Years in the Period Ended December 31, 2022			F-25
Statements of Consolidated Cash Flows for Each of the Three Fiscal Years in the Period Ended December 31, 2022			F-26
Consolidated Balance Sheets, as of December 31, 2022 and 2021			F-27
Statements of Consolidated Membership Interests for Each of the Three Fiscal Years in the Period Ended December 31, 2022			F-28
Notes to Consolidated Financial Statements			F-29

F-1

ONCOR ELECTRIC DELIVERY COMPANY LLC

CONDENSED STATEMENTS OF CONSOLIDATED INCOME

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022

	(dollars in millions)
Operating revenues (Note 3)	$	1,592		$	1,438		$	4,227		$	3,980

Operating expenses:
Wholesale transmission service		322			291			965			862
Operation and maintenance		296			264			830			768
Depreciation and amortization		247			227			729			672
Provision in lieu of income taxes (Note 9)		78			70			146			162
Taxes other than amounts related to income taxes		142			147			428			432
Write-off of rate base disallowances (Note 2)		—			—			55			—

Total operating expenses		1,085			999			3,153			2,896

Operating income		507			439			1,074			1,084
Other (income) and deductions – net (Note 10)		(12	)		9			(10	)		19
Non-operating benefit in lieu of income taxes		(1	)		(3	)		(9	)		(7	)
Interest expense and related charges (Note 10)		140			115			396			331
Write-off of non-operating rate base disallowances (Note 2)		—			—			14			—

Net income	$	380		$	318		$	683		$	741

See Notes to Financial Statements.

CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023			2022

	(dollars in millions)
Net income	$	380	$	318	$	683		$	741

Other comprehensive income (loss):
Net effects of cash flow hedges (net of tax)		1		1		2			2
Defined benefit pension plans (Notes 2 and 7)		—		1		(20	)		3

Total other comprehensive income (loss)		1		2		(18	)		5

Comprehensive income	$	381	$	320	$	665		$	746

See Notes to Financial Statements.

F-2

ONCOR ELECTRIC DELIVERY COMPANY LLC

CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS

(Unaudited)


	Nine Months Ended September 30,
	2023			2022

	(dollars in millions)
Cash flows – operating activities:
Net income	$	683		$	741
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization, including regulatory amortization		826			734
Write-off of rate base disallowances (Note 2)		69			—
Provision in lieu of deferred income taxes – net		36			27
Other – net		(1	)		(13	)
Changes in operating assets and liabilities:
Accounts receivable		(257	)		(166	)
Regulatory assets (Note 2)		(266	)		(74	)
Other operating assets and liabilities		95			162

Cash provided by operating activities		1,185			1,411

Cash flows – financing activities:
Issuances and borrowings of long-term debt (excluding AR Facility) (Note 5)		2,175			3,950
Repayments of long-term debt (excluding AR Facility) (Note 5)		(875	)		(2,732	)
Borrowings under AR Facility (Note 5)		600			—
Repayments under AR Facility (Note 5)		(100	)		—
Net change in short-term borrowings (Note 4)		(116	)		(215	)
Capital contributions from members (Note 7)		336			318
Distributions to members (Note 7)		(404	)		(318	)
Debt discount, financing and reacquisition costs – net		(35	)		(29	)
	��
Cash provided by financing activities		1,581			974

Cash flows – investing activities:
Capital expenditures		(2,797	)		(2,161	)
Other – net		23			44

Cash used in investing activities		(2,774	)		(2,117	)

Net change in cash, cash equivalents and restricted cash		(8	)		268
Cash, cash equivalents and restricted cash – beginning balance		98			54

Cash, cash equivalents and restricted cash – ending balance	$	90		$	322

See Notes to Financial Statements.

F-3

ONCOR ELECTRIC DELIVERY COMPANY LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	At September 30,			At December 31,
	2023			2022

	(dollars in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	9		$	10
Restricted cash, current (Note 1)		25			16
Trade accounts receivable – net (Note 10)		1,149			884
Materials and supplies inventories – at average cost		289			204
Prepayments and other current assets		103			109

Total current assets		1,575			1,223
Restricted cash, noncurrent (Note 1)		56			72
Investments and other property (Note 10)		146			137
Property, plant and equipment – net (Note 10)		27,298			25,203
Goodwill (Note 1)		4,740			4,740
Regulatory assets (Note 2)		1,592			1,502
Right-of-use operating lease and other assets (Note 6)		147			161

Total assets	$	35,554		$	33,038


LIABILITIES AND MEMBERSHIP INTERESTS
Current liabilities:
Short-term borrowings (Note 4)	$	82		$	198
Long-term debt due currently (Note 5)		500			100
Trade accounts payable		608			536
Amounts payable to members related to income taxes (Note 9)		35			45
Accrued taxes other than amounts related to income		242			277
Accrued interest		167			97
Operating lease and other current liabilities (Note 6)		424			330

Total current liabilities		2,058			1,583
Long-term debt, less amounts due currently (Note 5)		12,500			11,128
Liability in lieu of deferred income taxes (Note 9)		2,275			2,182
Regulatory liabilities (Note 2)		2,988			3,014
Employee benefit plan obligations (Note 8)		1,406			1,394
Operating lease and other obligations (Notes 6 and 10)		268			275

Total liabilities		21,495			19,576

Commitments and contingencies (Note 6)
Membership interests (Note 7):
Capital account – number of units outstanding at September 30, 2023 and December 31, 2022 – 635,000,000		14,239			13,624
Accumulated other comprehensive loss		(180	)		(162	)

Total membership interests		14,059			13,462

Total liabilities and membership interests	$	35,554		$	33,038

See Notes to Financial Statements.

F-4

ONCOR ELECTRIC DELIVERY COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

References in this report to “we,” “our,” “us” and “the company” are to Oncor and/or its subsidiaries as apparent in the context. See “Glossary” for the definition of terms and abbreviations.

We are a regulated electricity transmission and distribution company that provides the essential service of delivering electricity safely, reliably and economically to end-use consumers through our electrical systems, as well as providing transmission grid connections to merchant generation facilities and interconnections to other transmission grids in Texas. Our transmission and distribution rates are regulated by the PUCT and certain cities, and in certain limited instances, by the FERC. We are not a seller of electricity, nor do we purchase electricity for resale. We are a direct, majority-owned subsidiary of Oncor Holdings, which is indirectly and wholly owned by Sempra. Oncor Holdings owns 80.25% of our membership interests and Texas Transmission owns 19.75% of our membership interests. We are managed as an integrated business; consequently, there are no separate reportable business segments.

Ring-Fencing Measures

•

two members designated by Sempra (through Oncor Holdings);

•

two members designated by Texas Transmission; and

•

F-5

•

A majority of the Disinterested Directors of Oncor and the directors designated by Texas Transmission that are present and voting (of which at least one must be present and voting) must approve any annual or multi-year budget if the aggregate amount of capital expenditures or operating and maintenance expenditures in such budget is more than a 10% increase or decrease from the corresponding amounts of such expenditures in the budget for the preceding fiscal year or multi-year period, as applicable;

•

At all times, Oncor will remain in compliance with the debt-to-equity ratio established by the PUCT from time to time for ratemaking purposes, and Oncor will not pay dividends or other distributions (except for contractual tax payments) if such payment would cause its debt-to-equity ratio to exceed the debt-to-equity ratio approved by the PUCT;

•

Basis of Presentation

These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and related notes included in our 2022 Form 10-K. In the opinion of Oncor management, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the results of operations and financial position have been made. We have evaluated all subsequent events through the date the financial statements were issued. All appropriate intercompany items and transactions have been eliminated in consolidation. The results of operations for an interim period may not give a true indication of results for a full year due to seasonality or other factors, such as changes in the rates we are authorized to charge customers. We also apply the guidance of ASC 810, Consolidations, to determine when an entity that is insufficiently capitalized or not controlled through its voting interests, referred to as a VIE, should be consolidated.

Our consolidated financial statements have been prepared in accordance with GAAP governing rate-regulated operations. All dollar amounts in the financial statements and tables in the notes are stated in millions of U.S. dollars unless otherwise indicated.

Use of Estimates

Preparation of our financial statements requires management to make estimates and assumptions about future events that affect the reporting of assets and liabilities at the balance sheet dates and the reported amounts of revenue and expense, including fair value measurements. In the event estimates and/or assumptions prove to be different from actual amounts, adjustments are made in subsequent periods to reflect more current information. No material adjustments were made to previous estimates or assumptions during the current period.

Revenue Recognition

Oncor’s revenue is billed under tariffs approved by the PUCT and the majority of revenues are related to providing electric delivery service to consumers. Tariff rates are designed to recover the cost of providing electric delivery service including a reasonable rate of return on invested capital. Revenues are generally recognized when the underlying service has been provided in an amount prescribed by the related tariff. See Note 3 for additional information regarding revenues.

Interest Rate Derivatives, Hedge Accounting and Mark-to-Market Accounting

We are exposed to interest rates primarily as a result of our current and expected use of financing. We may, from time to time, utilize interest rate derivative instruments typically designated as cash flow hedges, to lock in interest rates in anticipation of future financings. We may designate an interest rate derivative instrument as a cash flow hedge if it effectively converts anticipated cash flows associated with interest payments to a fixed dollar amount. Designating interest rate derivative instruments as cash flow hedges is dependent on the business context in which the instrument is being used, the effectiveness of the instrument in offsetting the risk that the future cash flows of interest payments may vary, and other criteria. In accounting for cash flow hedges, derivative assets and liabilities are recorded on the balance sheet at fair value with an offset to other comprehensive income (loss). Amounts remain in accumulated other comprehensive income (loss) and are reclassified into net income as the interest expense on the related debt affects net income.

F-6

The fair value of an interest rate derivative instrument is recognized on the balance sheet as a derivative asset or liability and changes in the fair value are recognized in net income if the criteria for cash flow hedge accounting are not met or if the instrument is not designated as a cash flow hedge. This recognition is referred to as “mark-to-market” accounting.

Impairment of Long-Lived Assets and Goodwill

For our annual goodwill impairment testing, we generally have the option to directly perform a quantitative assessment or first make a qualitative assessment of whether it is more likely than not that our enterprise fair value is less than our enterprise carrying value before applying the quantitative assessment. If we elect to perform the qualitative assessment, we evaluate relevant events and circumstances, including but not limited to, macroeconomic conditions, industry and market considerations, cost factors and our overall financial performance. If, after assessing these qualitative factors, we determine that it is more-likely-than-not that our estimated enterprise fair value is less than our enterprise carrying book value, then we perform a quantitative assessment. If, after performing the quantitative assessment, we determine that goodwill is impaired, we record the amount of goodwill impairment as the excess of enterprise carrying book value over estimated enterprise fair value, not to exceed the carrying amount of goodwill.

Cash, Cash Equivalents and Restricted Cash

For purposes of reporting cash and cash equivalents, highly liquid investments with original maturities of three months or less at the date of purchase are considered to be cash equivalents.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the unaudited condensed consolidated balance sheets to the sum of such amounts reported on the unaudited condensed statements of consolidated cash flows:


	At September 30,		At December 31,
	2023		2022

Cash, cash equivalents and restricted cash
Cash and cash equivalents	$	9	$	10
Restricted cash, current (a)		25		16
Restricted cash, noncurrent (a)		56		72

Total cash, cash equivalents and restricted cash on the condensed statements of consolidated cash flows	$	90	$	98

(a)

Restricted cash represents amounts deposited with Oncor for customer advances for construction that are subject to probable return in accordance with PUCT rules, ERCOT requirements or our tariffs relating to generation interconnection and construction and/or extension of electric delivery system facilities. We maintain these amounts in a separate escrow account.

Contingencies

Our financial results may be affected by judgments and estimates related to contingencies. For loss contingencies, we accrue the loss if an event has occurred on or before the balance sheet date, and:

•

information available through the date we file our financial statements indicates it is probable that a loss has been incurred, given the likelihood of uncertain future events; and

•

the amount of the loss can be reasonably estimated.

We do not accrue contingencies that might result in gains. We continuously assess contingencies for litigation claims, environmental remediation and other events. See Note 6 for a discussion of contingencies.

F-7

2. REGULATORY MATTERS

Rate Proceedings

Base Rate Review (PUCT Docket No. 53601)

On April 6, 2023, the PUCT issued a final order in our comprehensive base rate review filed in May 2022 with the PUCT and the cities in our service territory that have retained original jurisdiction over rates. New base rates implementing the final order went into effect on May 1, 2023. Key findings made by the PUCT in the final order include setting our authorized return on equity at 9.7% (a decrease from our prior authorized return on equity of 9.8%), maintaining our regulatory capital structure at 57.5% debt to 42.5% equity, approving our requested regulatory asset amortization period of five years, changing depreciation rates and lives of certain depreciable assets, and approving our requested increase for our annual self-insurance reserve accrual primarily associated with storm related costs. In addition, the final order excluded from rates an acquisition premium and its associated amortization costs relating to certain plant facilities acquired by Oncor in 2019, as well as $65 million of certain employee benefit and compensation related costs that we had previously capitalized primarily to property, plant and equipment during the period of 2017 through 2021. As a result, we recognized a charge against income in the first quarter of 2023 for the effects of that $65 million disallowance, as well as an additional $4 million charge against income due to certain similar employee benefit and compensation related costs that were capitalized during 2022. The total $69 million ($54 million after-tax) write-off consists of a $55 million ($43 million after-tax) write-off of disallowed capitalized property, plant and equipment reflected in operating expenses and a $14 million ($11 million after-tax) write-off of non-operating cost disallowances related to these disallowed employee benefit and compensation related costs.

Capital Trackers

DCRF and TCOS interim rate adjustments, also known as capital trackers, allow us to recover, subject to reconciliation, the cost of certain investments before the investments are considered for prudency in a base rate review. In June 2023, legislation was enacted that increased the number of interim DCRF rate adjustment applications that may be filed by utilities in a calendar year from one adjustment filing to up to two adjustment filings per year. Also, under current PUCT rules, we can file up to two TCOS interim rate adjustment applications in a calendar year to reflect changes in our invested transmission capital. These interim rate applications are subject to a regulatory proceeding and PUCT approval.

In 2023, Oncor has filed the following interim rate update applications with the PUCT:


Filing Type	PUCT Docket No.	Filed	Effective Date	Annual Revenue Impact
DCRF	55525 (a)	September 2023	November 2023 (a)	$	56	(a)
DCRF	55190	June 2023	September 2023 (b)	$	153
TCOS	55282	July 2023	September 2023	$	42

(a)	The effective date and annual revenue impact are pending PUCT approval. The Annual revenue impact reflects the requested increase amount.

(b)

Regulatory Assets and Liabilities

We are subject to rate regulation and our financial statements reflect regulatory assets and liabilities in accordance with accounting standards related to the effect of certain types of regulation. Regulatory assets and liabilities represent probable future revenues that will be recovered from or refunded to customers through the ratemaking process based on PURA and/or the PUCT’s orders, precedents or substantive rules. Rate regulation is premised on the full recovery of prudently incurred costs and a reasonable rate of return on invested capital subject to PUCT review for reasonableness. Regulatory decisions can have an impact on the recovery of costs, the rate earned on invested capital and the timing and amount of assets to be recovered by rates.

On May 1, 2023, as part of the implementation of new base rates reflecting the final order in our comprehensive base rate review (PUCT Docket No. 53601), we commenced a five-year amortization period for certain regulatory assets and liabilities accrued through the end of the December 31, 2021 test year.

F-8

The following table presents components of our regulatory assets and liabilities and their remaining recovery periods in effect at September 30, 2023.


	Remaining Rate Recovery/Amortization Period in Effect At September 30, 2023		At September 30, 2023			At December 31, 2022
Regulatory assets:
Employee retirement liability (a)(b)(c)(d)		To be determined	$	162		$	157
Employee retirement costs being amortized		5 years		102			158
Employee retirement costs incurred since the last base rate review periods (b)		To be determined		74			91
Self-insurance reserve (primarily storm recovery costs) being amortized		5 years		483			181
Self-insurance reserve incurred since the last base rate review periods (primarily storm related) (b)		To be determined		440			571
Debt reacquisition costs		Lives of related debt		11			15
Under-recovered AMS costs being amortized		5 years		89			107
Energy efficiency program performance bonus (a)		Approximately 1 year		28			28
Wholesale distribution substation service costs being amortized		5 years		69			—
Wholesale distribution substation service costs incurred since the last base rate review periods (b)		To be determined		28			97
Expenses related to COVID-19 being amortized		5 years		32			—
Unrecovered expenses related to COVID-19 incurred since the last base rate review periods (b)		To be determined		2			37
Recoverable deferred income taxes		Various		34			25
Uncollectible payments from REPs being amortized		5 years		7			—
Uncollectible payments from REPs incurred since the last base rate review periods (b)		To be determined		—			8
Other regulatory assets		Various		31			27

Total regulatory assets				1,592			1,502


Regulatory liabilities:
Estimated net removal costs		Lives of related assets		1,500			1,431
Excess deferred taxes		Primarily over lives of related assets		1,326			1,375
Over-recovered wholesale transmission service expense (a)		Approximately 1 year		41			101
Unamortized gain on reacquisition of debt		Lives of related debt		25			25
Employee retirement costs over-recovered being refunded		5 years		25			—
Employee retirement costs over-recovered since the last base rate review periods (b)		To be determined		36			60
Other regulatory liabilities		Various		35			22

Total regulatory liabilities				2,988			3,014

Net regulatory assets (liabilities)			$	(1,396	)	$	(1,512	)

(a)	Not earning a return in the regulatory rate-setting process.

(b)	Recovery/refund is specifically authorized by statute or by the PUCT, subject to reasonableness review.

(c)	Represents unfunded liabilities recorded in accordance with pension and OPEB accounting standards.

(d)	Reflects a $20 million reclassification related to employee retirement liabilities from regulatory assets to other comprehensive income in the first quarter of 2023, recorded as a result of the final order in our comprehensive base rate review (PUCT Docket No. 53601).

3. REVENUES

General

Our revenue is billed monthly under tariffs approved by the PUCT and the majority of revenues are related to providing electric delivery service to consumers. Tariff rates are designed to recover the cost of providing electric delivery service to customers including a reasonable rate of return on invested capital. As the volumes delivered can be directly measured, our revenues are recognized when the underlying service has been provided in an amount prescribed by the related tariff. We recognize revenue in the amount that we have the right to invoice. Substantially all of our revenues are from contracts with customers except for alternative revenue program revenues discussed below.

F-9

Reconcilable Tariffs

The PUCT has designated certain tariffs (primarily TCRF, EECRF, rate case expenditure and mobile generation riders) as reconcilable, which means the differences between amounts billed under these tariffs and the related incurred costs are deferred as either regulatory assets or regulatory liabilities. Accordingly, at prescribed intervals, future tariffs are adjusted to either repay regulatory liabilities or collect regulatory assets.

Alternative Revenue Program

The PUCT has implemented an incentive program allowing us to earn energy efficiency program performance bonuses by exceeding PURA-mandated energy efficiency program targets. This incentive program and the related performance bonus revenues are considered an “alternative revenue program” under GAAP. Annual performance bonuses are recognized as revenue when approved by the PUCT, typically in the third or fourth quarter each year.

Disaggregation of Revenues

The following table reflects electric delivery revenues disaggregated by tariff:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Operating revenues
Revenues contributing to earnings:
Distribution base revenues	$	841	$	710	$	2,006	$	1,888

Transmission base revenues (TCOS revenues):
Billed to third-party wholesale customers		233		237		721		707
Billed to REPs serving Oncor distribution customers, through TCRF		131		132		405		394

Total transmission base revenues		364		369		1,126		1,101

Other miscellaneous revenues		41		49		83		89

Total revenues contributing to earnings		1,246		1,128		3,215		3,078


Revenues collected for pass-through expenses:
TCRF – third-party wholesale transmission service		322		291		965		862
EECRF and other revenues		24		19		47		40

Total revenues collected for pass-through expenses		346		310		1,012		902

Total operating revenues	$	1,592	$	1,438	$	4,227	$	3,980

Customers

At September 30, 2023, our distribution business customers primarily consisted of over 100 REPs that sell the electricity we distribute to consumers in our certificated service area. The majority of consumers of the electricity we deliver are free to choose their electricity supplier from REPs who compete for their business. Our transmission base revenues are collected from load serving entities benefiting from our transmission system. Our transmission business customers consist of municipally-owned utilities, electric cooperatives and other distribution companies. Revenues from REP subsidiaries of our two largest customers collectively represented 25% and 22%, respectively, of our total operating revenues for the three months ended September 30, 2023 and 28% and 25%, respectively, of our total operating revenues for the nine months ended September 30, 2023. No other customer represented more than 10% of our total operating revenues for such three-month and nine-month periods.

Variability

Our revenues and cash flows are subject to seasonality, timing of customer billings, weather conditions and other electricity usage drivers, with revenues being highest in the summer. Payment of customer billings is due 35 days after invoicing. Under a PUCT rule relating to the Certification of Retail Electric Providers, write-offs of uncollectible amounts owed by REPs are recoverable as a regulatory asset.

Pass-through Expenses

Revenue equal to expenses that are allowed to be passed-through to customers (primarily third-party wholesale transmission service and energy efficiency program costs) are recognized at the time the expense is recognized. Franchise taxes are assessed by local governmental bodies, based on kWh delivered and are not a “pass-through” item. The rates we charge customers are intended to recover the franchise taxes, but we are not acting as an agent to collect the taxes from customers; therefore, franchise taxes are reported as a principal component of “taxes other than amounts related to income taxes” instead of a reduction to “revenues” in the income statement.

F-10

4. SHORT-TERM BORROWINGS

The following table reflects our outstanding short-term borrowings and available unused credit under the Credit Facility and CP Program at September 30, 2023 and December 31, 2022:


	At September 30,			At December 31,
	2023			2022
Total credit facility borrowing capacity	$	2,000		$	2,000
Credit facility outstanding borrowings		—			—
Commercial paper outstanding (a)		(82	)		(198	)
Letters of credit outstanding		—			—

Available unused credit	$	1,918		$	1,802

(a)	The weighted average interest rate for commercial paper was 5.41% and 4.58% at September 30, 2023 and December 31, 2022, respectively. All outstanding CP Notes at September 30, 2023 and December 31, 2022 had maturity dates of less than one year.

Credit Facility

Our $2.0 billion unsecured revolving Credit Facility, which was entered into in November 2021 and extended in November 2022 by amendment, has a maturity date of November 9, 2027. We have the option to request one additional one-year extension. We also have the option to request an increase in our borrowing capacity of up to $400 million in $100 million minimum increments, provided certain conditions set forth in the Credit Facility are met, including lender approvals. Borrowings under the Credit Facility, if any, are classified as short-term on the balance sheet.

Borrowings under the 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 an adjustment of 0.10% (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 as quoted by The Wall Street Journal on such date, (2) the greater of the federal funds effective rate or the overnight bank funding 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 each case, an applicable margin of between 0.00% and 0.50%, depending on certain credit ratings assigned to our debt. The Credit Facility also provides for an alternative rate of interest upon the occurrence of certain events related to the current 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 0.225%, depending on certain credit ratings assigned to us, of the commitments under the Credit Facility. Letter of credit fees under the Credit Facility are payable quarterly in arrears and upon termination at a rate per annum equal to the applicable margin for adjusted term SOFR under the Credit Facility. Fronting fees in an amount as separately agreed by Oncor and any fronting bank that issues a letter of credit are also payable quarterly in arrears and upon termination to each such fronting bank.

The Credit Facility requires that we maintain a maximum consolidated senior debt to consolidated total capitalization ratio of 0.65 to 1.00 and observe certain customary reporting requirements and other affirmative covenants. At September 30, 2023, we were in compliance with these covenants.

The Credit Facility also contains customary events of default for facilities of this type, the occurrence of which would allow the lenders to accelerate all outstanding loans and terminate their commitments, including certain changes in control of Oncor that are not permitted transactions under the Credit Facility and cross-default provisions in the event Oncor or any of its subsidiaries defaults on indebtedness in a principal amount in excess of $100 million or receives judgments for the payment of money in excess of $100 million that are not discharged or stayed within 60 days.

CP Program

F-11

5. LONG-TERM DEBT

At September 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 September 30, 2023 and December 31, 2022, our long-term debt consisted of the following:


	At September 30, 2023			At December 31, 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		500			—

Variable Rate Unsecured:
Term loan credit agreement due August 30, 2023		—			100

Total long-term debt		13,145			11,345
Unamortized discount, premium and debt issuance costs		(145	)		(117	)
Less amount due currently		(500	)		(100	)

Long-term debt, less amounts due currently	$	12,500		$	11,128

F-12

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.

F-13

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 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 and (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.

At September 30, 2023, the borrowing base for the AR Facility was $500 million and $500 million in aggregate borrowings were outstanding 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 September 30, 2023 and December 31, 2022, the estimated fair value of our long-term debt (including current maturities) totaled $11.558 billion and $10.398 billion, respectively, and the carrying amount totaled $13.000 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.

6. COMMITMENTS AND CONTINGENCIES

Legal/Regulatory Proceedings

See Note 2 for information regarding our base rate review and pending capital trackers. We are also involved in other legal and administrative proceedings in the normal course of business, the ultimate resolution of which, in the opinion of management, should not have a material effect upon our financial position, results of operations, or cash flows. See Notes 1 and 2 above and Note 7 to Financial Statements in our 2022 Form 10-K for additional information regarding our regulatory and legal proceedings, respectively.

F-14

Leases

As lessee, our leased assets primarily consist of our vehicle fleet and real estate leased for company offices and service centers. Our leases are accounted for as operating leases for GAAP purposes. At September 30, 2023, we had $4 million in GAAP operating leases that are treated as capital leases (referred to as finance leases under current accounting literature) solely for rate-making purposes. We generally recognize operating lease costs on a straight-line basis over the lease term in operating expenses. We are not a lessor to any material lease contracts. See Note 7 to Financial Statements in our 2022 Form 10-K for additional information on leases.

Sales and Use Tax Audits

We are subject to sales and use tax audits in the normal course of business. Currently, the Texas State Comptroller’s office is conducting sales and use tax audits for audit periods January 2010 through June 2013, July 2013 through December 2017, and January 2018 through December 2022, respectively. No audit reports have been issued for these audits. While the outcome is uncertain, based on our analysis, we do not expect the ultimate resolution of these audits will have a material adverse effect on our financial position, results of operations, or cash flows.

7. MEMBERSHIP INTERESTS

Contributions

We received cash capital contributions from our members of $116 million on October 26, 2023. In the nine months ended September 30, 2023, we received the following cash capital contributions from our members:


Receipt Dates	Amounts
February 13, 2023	$	106
April 27, 2023	$	115
July 27, 2023	$	115

Distributions

The Sempra Order and our Limited Liability Company Agreement set forth various restrictions on distributions to our members. Among those restrictions is the commitment that we will make no distributions (other than contractual tax payments) to our members that would cause us to exceed the PUCT’s authorized debt-to-equity ratio. Our current authorized regulatory capital structure is 57.5% debt to 42.5% equity. The distribution restrictions also include the ability of a majority of our Disinterested Directors, or either of the two member directors designated by Texas Transmission, to limit distributions to the extent each determines it is necessary to meet expected future requirements of Oncor (including continuing compliance with the PUCT debt-to-equity ratio commitment). In addition, the distribution restrictions also require us to suspend dividends and other distributions (except for contractual tax payments) if the credit rating on our senior secured debt by any of the three major rating agencies falls below BBB (or the equivalent), unless otherwise allowed by the PUCT. At September 30, 2023, our regulatory capitalization was 55.6% debt to 44.4% equity and as a result we had $783 million available to distribute to our members.

The PUCT has the authority to determine what types of debt and equity are included in a utility’s regulatory debt-to-equity ratio. For purposes of this ratio, debt is calculated as long-term debt including any finance leases plus unamortized gains on reacquired debt less unamortized issuance expenses, premiums and losses on reacquired debt. Equity is calculated as membership interests determined in accordance with GAAP, excluding accumulated other comprehensive loss and the effects of acquisition accounting from a 2007 transaction.

On October 24, 2023, our board of directors declared a cash distribution of $148 million, which was paid to our members on October 25, 2023. In the nine months ended September 30, 2023, our board of directors declared, and we paid, the following cash distributions to our members:


Declaration Dates	Payment Dates	Amounts
February 14, 2023	February 15, 2023	$	106
April 25, 2023	April 26, 2023	$	149
July 25, 2023	July 26, 2023	$	149

F-15

Membership Interests

The following tables present the changes to membership interests during the three and nine months ended September 30, 2023 and 2022, net of tax:


	Capital Account			Accumulated Other Comprehensive Income (Loss)			Total Membership Interests
Balance at June 30, 2023	$	13,893		$	(181	)	$	13,712
Net income		380			—			380
Capital contributions		115			—			115
Distributions		(149	)		—			(149	)
Net effects of cash flow hedges		—			1			1

Balance at September 30, 2023	$	14,239		$	(180	)	$	14,059



Balance at June 30, 2022	$	13,142		$	(128	)	$	13,014
Net income		318			—			318
Capital contributions		106			—			106
Distributions		(106	)		—			(106	)
Net effects of cash flow hedges		—			1			1
Defined benefit pension plans		—			1			1

Balance at September 30, 2022	$	13,460		$	(126	)	$	13,334


	Capital Account			Accumulated Other Comprehensive Income (Loss)			Total Membership Interests
Balance at December 31, 2022	$	13,624		$	(162	)	$	13,462
Net income		683			—			683
Capital contributions		336			—			336
Distributions		(404	)		—			(404	)
Net effects of cash flow hedges		—			2			2
Defined benefit pension plans (a)		—			(20	)		(20	)

Balance at September 30, 2023	$	14,239		$	(180	)	$	14,059



Balance at December 31, 2021	$	12,719		$	(131	)	$	12,588
Net income		741			—			741
Capital contributions		318			—			318
Distributions		(318	)		—			(318	)
Net effects of cash flow hedges		—			2			2
Defined benefit pension plans		—			3			3

Balance at September 30, 2022	$	13,460		$	(126	)	$	13,334

(a)	Includes a $20 million reclassification from regulatory assets related to employee retirement liabilities to other comprehensive income in the first quarter of 2023, recorded as a result of the final order in our comprehensive base rate review (PUCT Docket No. 53601).

F-16

Accumulated Other Comprehensive Income (Loss) (AOCI)

The following table presents the changes to AOCI for the nine months ended September 30, 2023 and 2022, net of tax:


	Cash Flow Hedges – Interest Rate Swaps			Defined Benefit Pension and OPEB Plans			Total Accumulated Other Comprehensive Income (Loss)

Balance at December 31, 2022	$	(34	)	$	(128	)	$	(162	)
Defined benefit pension plans (a)		—			(20	)		(20	)
Cash flow hedge amounts reclassified from AOCI and reported in interest expense and related charges (net of tax expense of $0)		2			—			2

Balance at September 30, 2023	$	(32	)	$	(148	)	$	(180	)



Balance at December 31, 2021	$	(36	)	$	(95	)	$	(131	)
Defined benefit pension plans		—			3			3
Cash flow hedge amounts reclassified from AOCI and reported in interest expense and related charges (net of tax expense of $0)		2			—			2

Balance at September 30, 2022	$	(34	)	$	(92	)	$	(126	)

(a)	Includes a $20 million reclassification from regulatory assets related to employee retirement liabilities to other comprehensive income in the first quarter of 2023, recorded as a result of the final order in our comprehensive base rate review (PUCT Docket No. 53601).

8. PENSION AND OPEB PLANS

Pension Plans

We sponsor the Oncor Retirement Plan and also have liabilities related to the Vistra Retirement Plan, both of which are qualified pension plans under Section 401(a) of the Internal Revenue Code of 1986, as amended, and are subject to the provisions of ERISA. Employees do not contribute to either plan. We also have a supplemental retirement plan for certain employees whose retirement benefits cannot be fully earned under the qualified retirement plans. See Note 9 to Financial Statements in our 2022 Form 10-K for additional information regarding pension plans.

OPEB Plans

We currently sponsor two OPEB plans. One plan covers our eligible current and future retirees whose services are 100% attributed to the regulated business. The second plan covers retirees and eligible current and future retirees whose employment services were assigned to both Oncor (or a predecessor regulated utility business) and the non-regulated business of certain formerly affiliated companies, including Vistra. Vistra is solely responsible for its portion of the liability for retiree benefits related to those retirees. See Note 9 to Financial Statements in our 2022 Form 10-K for additional information.

F-17

Pension and OPEB Costs

Our net costs related to pension plans and the OPEB Plans for the three and nine months ended September 30, 2023 and 2022, were comprised of the following:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Components of net pension costs:
Service cost	$	6		$	7		$	18		$	23
Interest cost (a)		30			23			91			68
Expected return on assets (a)		(33	)		(26	)		(97	)		(79	)
Amortization of net loss (a)		1			8			2			24

Net pension costs		4			12			14			36
Net adjustments (b)		—			(1	)		6			(3	)

Net pension costs recognized as operation and maintenance expense or other deductions	$	4		$	11		$	20		$	33

Components of net OPEB costs:
Service cost	$	1		$	1		$	3		$	3
Interest cost (a)		8			6			24			18
Expected return on assets (a)		(2	)		(2	)		(6	)		(6	)
Amortization of net loss (a)		(8	)		—			(24	)		—

Net OPEB costs		(1	)		5			(3	)		15
Net adjustments (b)		3			3			17			8

Net OPEB costs recognized as operation and maintenance expense or other deductions	$	2		$	8		$	14		$	23

(a)	The components of net costs other than service cost component are recorded in “Other (income) and deductions – net” in Condensed Statements of Consolidated Income.

(b)	Net adjustments include amounts principally deferred as property, plant and equipment, regulatory assets or regulatory liabilities.

The discount rates reflected in net pension and OPEB costs in 2023 are 5.19%, 5.19% and 5.11% for the Oncor Retirement Plan, the Vistra Retirement Plan and the OPEB Plans, respectively. The expected return on pension and OPEB plan assets reflected in the 2023 cost amounts are 6.05%, 6.47% and 6.94% for the Oncor Retirement Plan, the Vistra Retirement Plan and the OPEB Plans, respectively.

Pension Plans and OPEB Plans Cash Contributions

We made cash contributions to the pension plans and OPEB Plans of $3 million and $20 million, respectively, during the nine months ended September 30, 2023. Based on funding considerations in the latest actuarial projections, including applicable minimum funding requirements, our future fundings for the pension plans and the OPEB Plans are expected to total $2 million and $4 million, respectively, during the remainder of 2023 and approximately $466 million and $128 million, respectively, in the five-year period from 2023 to 2027. Future funding estimates for our pension plans and OPEB Plans are dependent on a variety of variables and assumptions, including investment returns on plan assets, market interest rates, and levels of discretionary contributions over minimum funding requirements, which we continue to monitor. Financial market volatility and its effects on the returns on our plan assets and liability valuations could significantly change our anticipated future funding amounts.

F-18

9. RELATED-PARTY TRANSACTIONS

The following represents our significant related-party transactions and related matters.

•

We are not a member of another entity’s consolidated tax group, but our owners’ federal income tax returns include their portion of our results. Under the terms of a tax sharing agreement among us, Oncor Holdings, Texas Transmission and STH, we are generally obligated to make payments to our owners, pro rata in accordance with their respective membership interests, in an aggregate amount that is substantially equal to the amount of federal income taxes that we would have been required to pay if we were filing our own corporate income tax return. STH will file a combined Texas margin tax return which includes our results and our share of Texas margin tax payments, which are accounted for as income taxes and calculated as if we were filing our own return. See discussion in Note 1 to Financial Statements in our 2022 Form 10-K under “Provision in Lieu of Income Taxes.” Under the “in lieu of” tax concept, all in lieu of tax assets and tax liabilities represent amounts that will eventually be settled with our members. In the event such amounts are not paid under the tax sharing agreement, it is probable that these regulatory amounts will continue to be included in Oncor’s rate setting processes.

Amounts payable to (receivable from) members related to income taxes under the tax sharing agreement and reported on our balance sheet consisted of the following:


	At September 30, 2023						At December 31, 2022
	STH		Texas Transmission		Total		STH		Texas Transmission		Total
Federal income taxes payable (receivable)	$	11	$	3	$	14	$	14	$	4	$	18
Texas margin tax payable		21		—		21		27		—		27

Net payable (receivable)	$	32	$	3	$	35	$	41	$	4	$	45

Cash payments made to members related to income taxes in the nine months ended September 30, 2023 and 2022 consisted of the following:


	Nine Months Ended September 30, 2023						Nine Months Ended September 30, 2022
	STH		Texas Transmission		Total		STH		Texas Transmission		Total
Federal income taxes	$	67	$	17	$	84	$	61	$	15	$	76
Texas margin tax		28		—		28		24		—		24

Total payments	$	95	$	17	$	112	$	85	$	15	$	100

See Note 7 for information regarding cash capital contributions from and distributions to members.

•

Sempra owns an indirect 50 percent interest in the parent of Sharyland. Sharyland provided wholesale transmission service to us in the amount of $4 million during each of the three months ended September 30, 2023 and 2022, and $12 million and $7 million in the nine months ended September 30, 2023 and 2022, respectively, at rates set pursuant to PUCT-approved tariffs. Pursuant to an operation agreement between us and Sharyland that was entered into in connection with a PUCT order, we provide Sharyland with substation monitoring and switching services. These services totaled less than $1 million in each of the nine months ended September 30, 2023 and 2022.

F-19

10. SUPPLEMENTARY FINANCIAL INFORMATION

Other (Income) and Deductions – Net


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Professional fees	$	1		$	2		$	6		$	5
Recoverable Pension and OPEB – non-service costs		4			14			27			41
Non-recoverable pension and OPEB		(1	)		—			(2	)		—
Gain on sale of non-utility property		(1	)		—			(1	)		(11	)
AFUDC – equity income		(12	)		(9	)		(35	)		(23	)
Interest and investment loss (income) – net		(5	)		1			(9	)		5
Other		2			1			4			2

Total other (income) and deductions – net	$	(12	)	$	9		$	(10	)	$	19

Interest Expense and Related Charges


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Interest	$	143		$	117		$	406		$	335
Amortization of discount, premium and debt issuance costs		4			3			10			8
Less AFUDC – capitalized interest portion		(7	)		(5	)		(20	)		(12	)

Total interest expense and related charges	$	140		$	115		$	396		$	331

Trade Accounts and Other Receivables

Trade accounts and other receivables reported on our balance sheet consisted of the following:


	At September 30,			At December 31,
	2023			2022
Gross trade accounts and other receivables	$	1,162		$	897
Allowance for uncollectible accounts		(13	)		(13	)

Trade accounts receivable – net	$	1,149		$	884

At September 30, 2023, REP subsidiaries of our two largest customers collectively represented 27% and 24%, respectively, of the trade accounts receivable balance. At December 31, 2022, REP subsidiaries of our two largest customers represented 23% and 20%, respectively, of the trade accounts receivable balance.

Under a PUCT rule relating to the Certification of Retail Electric Providers, write-offs of uncollectible amounts owed by REPs are deferred as a regulatory asset.

F-20

Investments and Other Property

Investments and other property reported on our balance sheet consisted of the following:


	At September 30,		At December 31,
	2023		2022
Assets related to employee benefit plans	$	132	$	123
Non-utility property – land		12		12
Other		2		2

Total investments and other property	$	146	$	137

Consolidated VIE

We have a controlling financial interest that has been identified as a VIE under ASC 810 in Receivables LLC, which has entered into the AR Facility. See Note 5 for more information on AR Facility.

The summarized financial information for our consolidated VIE consisted of the following:


	At September 30,
	2023
Assets
Cash and cash equivalents	$	2
Accounts receivable – net		776
Income tax receivable		2

Total assets	$	780


Liabilities
Accounts payable	$	2
Accrued interest		3
Long-term debt – net (a)		498

Total Liabilities	$	503

(a)	Reflects $500 million in aggregate borrowings outstanding under the AR Facility less $2 million of related unamortized debt issuance costs at September 30, 2023.

Property, Plant and Equipment

Property, plant and equipment – net reported on our balance sheet consisted of the following:


	Composite Depreciation Rate/ Average Life of Depreciable Plant at September 30, 2023 (a)		At September 30, 2023		At December 31, 2022
Assets in service:
Distribution		2.7% / 36.4 years	$	18,359	$	17,226
Transmission		2.4% / 42.4 years		14,462		13,874
Other assets		7.4% / 13.9 years		2,041		2,156

Total				34,862		33,256
Less accumulated depreciation				9,225		9,054

Net of accumulated depreciation				25,637		24,202
Construction work in progress				1,613		953
Held for future use				48		48

Property, plant and equipment – net			$	27,298	$	25,203

(a)	Reflects depreciation rates and average lives of depreciable plant in the final order in our comprehensive base rate review (PUCT Docket No. 53601) that went into effect on May 1, 2023. See Note 2 for more information on the base rate review.

F-21

Intangible Assets

Intangible assets (other than goodwill) reported on our balance sheet as part of property, plant and equipment consisted of the following:


	At September 30, 2023						At December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Identifiable intangible assets subject to amortization:
Land easements	$	669	$	126	$	543	$	662	$	122	$	540
Capitalized software and other		1,139		405		734		1,183		441		742

Total	$	1,808	$	531	$	1,277	$	1,845	$	563	$	1,282

Aggregate amortization expense for intangible assets totaled $27 million and $19 million for the three months ended September 30, 2023 and 2022, respectively, and $72 million and $57 million for the nine months ended September 30, 2023 and 2022, respectively. The estimated annual amortization expense for the five-year period from 2023 to 2027, based on rates in effect at September 30, 2023, is as follows:


Year	Amortization Expense (a)
2023	$	97
2024	$	96
2025	$	96
2026	$	96
2027	$	96

(a)	Amortization rates and average lives of depreciable intangible assets, reflected in the final order in our comprehensive base rate review (PUCT Docket No. 53601) that went into effect on May 1, 2023.

Operating Lease and Other Obligations

Operating lease and other obligations reported on our balance sheet consisted of the following:


	At September 30, 2023		At December 31, 2022
Operating lease liabilities	$	115	$	131
Investment tax credits		3		3
Customer advances for construction – noncurrent		55		71
Other		95		70

Total operating lease and other obligations	$	268	$	275

Supplemental Cash Flow Information


	Nine Months Ended September 30,
	2023			2022
Cash payments related to:
Interest	$	330		$	296
Less capitalized interest		(20	)		(12	)

Interest payments (net of amounts capitalized)	$	310		$	284


Amount in lieu of income taxes (Note 9):
Federal	$	84		$	76
State		28			24

Total payments in lieu of income taxes	$	112		$	100


Noncash investing activities:
Construction expenditures financed through accounts payable (a)	$	342		$	201

(a)	Represents end-of-period accruals.

F-22

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Members of Oncor Electric Delivery Company LLC

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Oncor Electric Delivery Company LLC and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, cash flows, and membership interests, for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2023 (not presented herein), expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Regulatory Matters –Refer to Notes 1 and 2 to the financial statements

Critical Audit Matter Description

The Company is subject to rate regulation by the Public Utility Commission of Texas (the “PUCT”), which has jurisdiction with respect to the rates of electric transmission and distribution companies in Texas. Management has determined it meets the requirements under accounting principles generally accepted in the United States of America to prepare its financial statements applying the specialized rules to account for effects of cost-based rate regulation. Accounting for the economics of rate regulation impacts multiple financial statement line items and disclosures, such as property, plant and equipment; regulatory assets and liabilities; operating revenues; operation and maintenance expense, depreciation expense; and provision in lieu of income taxes.

The economic effects of regulation can result in regulated companies recording costs that have been, or are deemed probable to be, allowed in the ratemaking process in a period different from the period in which the costs would be charged to expense by an unregulated enterprise. When this occurs, costs are deferred as regulatory assets and recorded as expenses in the periods when those same amounts are reflected in rates. Additionally, regulators can impose liabilities upon a regulated company for amounts previously collected from customers and for amounts that are expected to be refunded to customers (regulatory liabilities). The PUCT’s regulation of rates is premised on the full recovery of prudently incurred costs and a reasonable rate of return on invested capital. While the Company has indicated it expects to recover costs from customers through regulated rates, there is a risk that the PUCT will not approve: (1) full recovery of the costs of providing utility service or (2) full recovery of all amounts invested in the utility business and a reasonable return on that investment.

We identified the impact of rate regulation as a critical audit matter due to the significant judgments made by management in assessing the likelihood of recovery or refund in future rates of deferred costs and utility investments. Auditing management’s assertions requires specialized knowledge of accounting for rate regulation and subjective auditor judgment.

F-23

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to regulatory matters and accounting for the impacts of rate regulation included the following, among others:

•

We tested the effectiveness of management’s internal controls over the evaluation of the likelihood of (1) the recovery in future rates of costs deferred as regulatory assets, and (2) a refund or a future reduction in rates that should be reported as regulatory liabilities, including management’s controls over the initial recognition of amounts deferred as regulatory assets or liabilities and the monitoring and evaluation of regulatory developments that may affect reported balances.

•

We read relevant regulatory orders issued by the PUCT for the Company and other publicly available information to assess management’s judgments regarding the likelihood of recovery or refunds in future rates, including consideration of precedents of the PUCT’s treatment of similar costs under similar circumstances. We also evaluated this external information and compared to management’s recorded regulatory asset and liability balances for completeness.

•

For regulatory matters in process, we inspected the Company’s filings with the PUCT and the filings with the PUCT by intervenors and others that may impact the carrying value of property, plant and equipment or regulatory assets and liabilities, for any evidence that might contradict management’s assertions.

•

We evaluated the Company’s disclosures related to the impacts of rate regulation, including the balances recorded and regulatory developments.

/s/ Deloitte & Touche LLP

Dallas, Texas

February 28, 2023

We have served as the Company’s auditor since 2002.

F-24

ONCOR ELECTRIC DELIVERY COMPANY LLC

STATEMENTS OF CONSOLIDATED INCOME


	Years Ended December 31,
	2022			2021			2020
	(dollars in millions)
Operating revenues (Note 3)	$	5,243		$	4,764		$	4,511

Operating expenses:
Wholesale transmission service		1,162			1,039			975
Operation and maintenance (Note 10)		1,055			983			925
Depreciation and amortization		904			820			786
Provision in lieu of income taxes (Notes 1, 4 and 10)		201			165			148
Taxes other than amounts related to income taxes		561			555			538

Total operating expenses		3,883			3,562			3,372

Operating income		1,360			1,202			1,139
Other deductions and (income) - net (Note 11)		20			31			33
Nonoperating benefit in lieu of income taxes (Note 4)		(10	)		(12	)		(12	)
Interest expense and related charges (Note 11)		445			413			405

Net income	$	905		$	770		$	713

See Notes to Financial Statements.

ONCOR ELECTRIC DELIVERY COMPANY LLC

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME


	Years Ended December 31,
	2022			2021		2020
	(dollars in millions)
Net income	$	905		$	770	$	713
Other comprehensive income (loss):
Cash flow hedges - derivative value net gain (loss) recognized in net income (net of tax expense (benefit) of $1, $1 and ($5)) (Notes 1 and 8)		2			3		(21	)
Defined benefit pension plans (net of tax expense of $0, $0 and $0) (Notes 8 and 9)		(33	)		17		9

Total other comprehensive income (loss)		(31	)		20		(12	)

Comprehensive income	$	874		$	790	$	701

See Notes to Financial Statements.

F-25

ONCOR ELECTRIC DELIVERY COMPANY LLC

STATEMENTS OF CONSOLIDATED CASH FLOWS


	Years Ended December 31,
	2022			2021			2020
	(dollars in millions)
Cash flows - operating activities:
Net income	$	905		$	770		$	713
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization, including regulatory amortization		985			901			866
Provision in lieu of deferred income taxes—net		41			68			32
Other - net		(14	)		(1	)		(1	)
Changes in operating assets and liabilities:
Accounts receivable - trade		(138	)		37			(78	)
Inventories		(32	)		(27	)		4
Accounts payable - trade		45			27			(29	)
Regulatory assets - deferred revenues (Note 2)		120			(46	)		33
Regulatory assets - self-insurance reserve (Note 2)		(198	)		(118	)		(14	)
Other - assets		16			(9	)		(57	)
Other - liabilities		137			56			56

Cash provided by operating activities		1,867			1,658			1,525

Cash flows - financing activities:
Issuances of long-term debt (Note 6)		3,950			2,090			1,810
Repayments of long-term debt (Note 6)		(2,732	)		(1,290	)		(1,164	)
Net increase (decrease) in short-term borrowings (Note 5)		(17	)		145			24
Capital contributions from members (Note 8)		425			705			788
Distributions to members (Note 8)		(425	)		(839	)		(356	)
Debt discount, premium, financing and reacquisition costs—net		(31	)		(9	)		(54	)

Cash provided by financing activities		1,170			802			1,048

Cash flows - investing activities:
Capital expenditures (Note 11)		(3,049	)		(2,497	)		(2,540	)
Expenditures for third party in joint project		(2	)		(67	)		(96	)
Reimbursement from third party in joint project		6			99			66
Proceeds from sales of non-utility properties		21			—			—
Other - net		31			32			20

Cash used in investing activities		(2,993	)		(2,433	)		(2,550	)

Net change in cash, cash equivalents and restricted cash		44			27			23
Cash, cash equivalents and restricted cash - beginning balance		54			27			4

Cash, cash equivalents and restricted cash - ending balance	$	98		$	54		$	27

See Notes to Financial Statements.

F-26

ONCOR ELECTRIC DELIVERY COMPANY LLC

CONSOLIDATED BALANCE SHEETS


	At December 31,
	2022			2021
	(dollars in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	10		$	11
Restricted cash, current (Note 1)		16			13
Trade accounts receivable - net (Note 11)		884			738
Amounts receivable from members related to income taxes (Note 10)		—			6
Materials and supplies inventories—at average cost		204			171
Prepayments and other current assets		109			101

Total current assets		1,223			1,040
Restricted cash, noncurrent (Note 1)		72			30
Investments and other property (Note 11)		137			155
Property, plant and equipment - net (Note 11)		25,203			22,954
Goodwill (Notes 1 and 11)		4,740			4,740
Regulatory assets (Note 2)		1,502			1,547
Operating lease ROU and other assets (Notes 3 and 7)		161			167

Total assets	$	33,038		$	30,633


LIABILITIES AND MEMBERSHIP INTERESTS
Current liabilities:
Short-term borrowings (Note 5)	$	198		$	215
Long-term debt due currently (Note 6)		100			882
Trade accounts payable (Note 10)		536			441
Amounts payable to members related to income taxes (Note 10)		45			24
Accrued taxes other than amounts related to income		277			286
Accrued interest		97			89
Operating lease and other current liabilities (Note 7)		330			283

Total current liabilities		1,583			2,220
Long-term debt, less amounts due currently (Note 6)		11,128			9,150
Liability in lieu of deferred income taxes (Notes 1, 4 and 10)		2,182			2,065
Regulatory liabilities (Note 2)		3,014			2,876
Employee benefit obligations (Note 9)		1,394			1,503
Operating lease and other obligations (Notes 3 and 11)		275			231

Total liabilities		19,576			18,045

Commitments and contingencies (Note 7)
Membership interests (Note 8):
Capital account - number of units outstanding 2022 and 2021 - 635,000,000		13,624			12,719
Accumulated other comprehensive loss		(162	)		(131	)

Total membership interests		13,462			12,588

Total liabilities and membership interests	$	33,038		$	30,633

See Notes to Financial Statements.

F-27

ONCOR ELECTRIC DELIVERY COMPANY LLC

STATEMENTS OF CONSOLIDATED MEMBERSHIP INTERESTS


	Years Ended December 31,
	2022			2021			2020
	(dollars in millions)
Capital account:
Balance at beginning of period	$	12,719		$	12,083		$	10,938
Net income		905			770			713
Capital contributions from members (Note 8)		425			705			788
Distributions to members (Note 8)		(425	)		(839	)		(356	)

Balance at end of period (number of units outstanding: 2022, 2021 and 2020 - 635,000,000)	$	13,624		$	12,719		$	12,083

Accumulated other comprehensive income (loss), net of tax effects (Note 8):
Balance at beginning of period	$	(131	)	$	(151	)	$	(139	)
Net effects of cash flow hedges (net of tax expense (benefit) of $1, $1 and ($5))		2			3			(21	)
Defined benefit pension plans (net of tax expense of $0, $0 and $0) (Note 9)		(33	)		17			9

Balance at end of period	$	(162	)	$	(131	)	$	(151	)

Total membership interests at end of period	$	13,462		$	12,588		$	11,932

See Notes to Financial Statements.

F-28

ONCOR ELECTRIC DELIVERY COMPANY LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

We are a regulated electricity transmission and distribution company that provides the essential service of delivering electricity safely, reliably and economically to end-use consumers through our electrical systems, as well as providing transmission grid connections to merchant generation facilities and interconnections to other transmission grids in Texas. Our transmission and distribution rates are regulated by the PUCT and certain cities, and in certain limited instances, by the FERC. We are not a seller of electricity, nor do we purchase electricity for resale. We are a direct, majority-owned subsidiary of Oncor Holdings, which is indirectly and wholly owned by Sempra. Oncor Holdings owns 80.25% of our membership interests and Texas Transmission owns 19.75% of our membership interests. We are managed as an integrated business; consequently, there are no separate reportable business segments.

Ring-Fencing Measures

•

two members designated by Sempra (through Oncor Holdings);

•

two members designated by Texas Transmission; and

•

F-29

•

A majority of the Disinterested Directors of Oncor and the directors designated by Texas Transmission that are present and voting (of which at least one must be present and voting) must approve any annual or multi-year budget if the aggregate amount of capital expenditures or operating and maintenance expenditures in such budget is more than a 10% increase or decrease from the corresponding amounts of such expenditures in the budget for the preceding fiscal year or multi-year period, as applicable;

•

Until March 9, 2023, Sempra must hold indirectly at least 51% of the ownership interests in Oncor and Oncor Holdings, unless otherwise specifically authorized by the PUCT.

Basis of Presentation

Our consolidated financial statements have been prepared in accordance with GAAP governing rate-regulated operations. All dollar amounts in the financial statements and tables in the notes are stated in U.S. dollars in millions unless otherwise indicated.

Use of Estimates

Revenue Recognition

Interest Rate Derivatives, Hedge Accounting and Mark-to-Market Accounting

Impairment of Long-Lived Assets and Goodwill

F-30

For our annual goodwill impairment testing, we generally have the option to directly perform a quantitative assessment or first make a qualitative assessment of whether it is more likely than not that our enterprise fair value is less than our enterprise carrying value before applying the quantitative assessment. If we elect to perform the qualitative assessment, we evaluate relevant events and circumstances, including but not limited to, macroeconomic conditions, industry and market considerations, cost factors and our overall financial performance. If, after assessing these qualitative factors, we determine that it is more-likely-than-not that our estimated enterprise fair value is less than our enterprise carrying book value, then we perform a quantitative assessment. If, after performing the quantitative assessment, we determine that goodwill is impaired, we record the amount of goodwill impairment as the excess of enterprise carrying book value over estimated enterprise fair value, not to exceed the carrying amount of goodwill.

Goodwill totaling $4.740 billion was reported on our balance sheet at both December 31, 2022 and 2021.

Provision in Lieu of Income Taxes

Our tax sharing agreement with Oncor Holdings, Texas Transmission and STH provides for the calculation of amounts related to income taxes for each of Oncor Holdings and Oncor substantially as if these entities were taxed as corporations and requires payments to the members determined on that basis (without duplication for any income taxes paid by a subsidiary of Oncor Holdings).

We are a partnership for U.S. federal income tax purposes. Accordingly, while partnerships are not subject to income taxes, in consideration of the presentation of our financial statements as an entity subject to cost-based regulatory rate-setting processes, with such costs historically including income taxes, the financial statements present amounts determined under the tax sharing agreement as “provision in lieu of income taxes” and “liability in lieu of deferred income taxes”. Such amounts are determined in accordance with the provisions of the accounting guidance for income taxes and accounting standards that provide interpretive guidance for accounting for uncertain tax positions and thus differences between the book and tax bases of assets and liabilities are accounted for as if we were a stand-alone corporation. In the event such amounts are not paid under the tax sharing agreement, it is probable that this regulatory liability will continue to be included in Oncor’s rate setting processes.

We classify any interest and penalties expense related to uncertain tax positions as current provision in lieu of income taxes as discussed in Note 4.

Defined Benefit Pension Plans and OPEB Plans

We have liabilities under pension plans that offer benefits based on either a traditional defined benefit formula or a cash balance formula and OPEB Plans that offer certain health care and life insurance benefits to eligible employees and their eligible dependents upon the retirement of such employees. Costs of pension and OPEB Plans are dependent on numerous factors, assumptions and estimates. See Note 9 for additional information regarding pension and OPEB Plans.

System of Accounts

Our accounting records have been maintained in accordance with the FERC Uniform System of Accounts as adopted by the PUCT.

Property, Plant and Equipment

Property, plant and equipment is stated at original cost. The cost of self-constructed property additions includes materials and both direct and indirect labor and applicable overhead and AFUDC.

Depreciation of property, plant and equipment is calculated on a straight-line basis over the estimated service lives of the properties based on depreciation rates approved by the PUCT. As is common in the industry, depreciation expense is recorded using composite depreciation rates that reflect blended estimates of the lives of major asset groups as compared to depreciation expense calculated on a component asset-by-asset basis. Depreciation rates include plant removal costs as a component of depreciation expense, consistent with regulatory treatment. Actual removal costs incurred are charged to accumulated depreciation. Accrued removal costs in excess of incurred removal costs are reclassified as a regulatory liability to retire assets in the future.

F-31

Regulatory Assets and Liabilities

Franchise Taxes

Franchise taxes are assessed to us by local governmental bodies, based on kWh delivered and are a principal component of taxes other than amounts related to income taxes as reported in the income statement. Franchise taxes are not a “pass through” item. The rates we charge customers are intended to recover the franchise taxes, but we are not acting as an agent to collect the taxes from customers.

Allowance for Funds Used During Construction

AFUDC is a regulatory cost accounting procedure whereby both interest charges on borrowed funds and a return on equity capital used to finance construction are included in the recorded cost of utility plant and equipment being constructed. AFUDC is capitalized on all projects involving construction periods lasting greater than thirty days. The interest portion of capitalized AFUDC is accounted for as a reduction to interest expense and the equity portion of capitalized AFUDC is accounted for as other income. See Note 11 for detail of amounts reducing interest expense and increasing other income.

Cash, Cash Equivalents and Restricted Cash

For purposes of reporting cash and cash equivalents, highly liquid investments with original maturities of three months or less at the date of purchase are considered to be cash equivalents.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the Consolidated Balance Sheets to the sum of such amounts reported on the Statements of Consolidated Cash Flows:


	At December 31,
	2022		2021
Cash, cash equivalents and restricted cash
Cash and cash equivalents	$	10	$	11
Restricted cash, current (a)		16		13
Restricted cash, noncurrent (a)		72		30

Total cash, cash equivalents and restricted cash on the Statements of Consolidated Cash Flows	$	98	$	54

(a)

Restricted cash represents amounts deposited with Oncor for customer advances for construction that are subject to return in accordance with PUCT rules, ERCOT requirements or our tariffs relating to generation interconnection and construction and/or extension of electric delivery system facilities. We maintain these amounts in a separate escrow account.

Fair Value of Nonderivative Financial Instruments

The carrying amounts for financial assets classified as current assets and the carrying amounts for financial liabilities classified as current liabilities approximate fair value due to the short maturity of such instruments. The fair values of other financial instruments, for which carrying amounts and fair values have not been presented, are not materially different than their related carrying amounts. The following discussion of fair value accounting standards applies primarily to our determination of the fair value of assets in the pension plans’ and OPEB Plans’ trusts (see Note 9) and long-term debt (see Note 6).

Accounting standards related to the determination of fair value define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We use a “mid-market” valuation convention (the mid-point price between bid and ask prices) as a practical expedient to measure fair value for the majority of our assets and liabilities subject to fair value measurement on a recurring basis. We primarily use the market approach for recurring fair value measurements and use valuation techniques to maximize the use of observable inputs and minimize the use of unobservable inputs.

F-32

We categorize our assets and liabilities recorded at fair value based upon the following fair value hierarchy:

•

Level 1 valuations use quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. An active market is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

•

Level 2 valuations use inputs that, in the absence of actively quoted market prices, are observable for the asset or liability, either directly or indirectly. Level 2 inputs include: (a) quoted prices for similar assets or liabilities in active markets, (b) quoted prices for identical or similar assets or liabilities in markets that are not active, (c) inputs other than quoted prices that are observable for the asset or liability such as interest rates and yield curves observable at commonly quoted intervals and (d) inputs that are derived principally from or corroborated by observable market data by correlation or other means. Our Level 2 valuations utilize over-the-counter broker quotes, quoted prices for similar assets or liabilities that are corroborated by correlations or other mathematical means and other valuation inputs.

•

Level 3 valuations use unobservable inputs for the asset or liability. Unobservable inputs are used to the extent observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. We use the most meaningful information available from the market combined with internally developed valuation methodologies to develop our best estimate of fair value.

We utilize several different valuation techniques to measure the fair value of assets and liabilities, relying primarily on the market approach of using prices and other market information for identical and/or comparable assets and liabilities for those items that are measured on a recurring basis.

The fair value of certain investments is measured using the NAV per share as a practical expedient. Such investments measured at NAV are not required to be categorized within the fair value hierarchy.

Contingencies

•

information available through the date we file our financial statements indicates it is probable that a loss has been incurred, given the likelihood of uncertain future events; and

•

the amount of the loss can be reasonably estimated.

We do not accrue contingencies that might result in gains. We continuously assess contingencies for litigation claims, environmental remediation and other events. See Note 7 for a discussion of contingencies.

2. REGULATORY MATTERS

Regulatory Assets and Liabilities

F-33

Components of our regulatory assets and liabilities and their remaining recovery periods as of December 31, 2022 are provided in the table below. Amounts not earning a return through rate regulation are noted.


	Remaining Rate Recovery/Amortization Period at December 31, 2022		At December 31,
			2022			2021
Regulatory assets:
Employee retirement liability (a)(b)(c)		To be determined	$	157		$	328
Employee retirement costs being amortized		5 years		158			193
Employee retirement costs incurred since the last base rate review period (b)		To be determined		91			99
Self-insurance reserve (primarily storm recovery costs) being amortized		5 years		181			223
Self-insurance reserve incurred since the last base rate review period (primarily storm related) (b)		To be determined		571			373
Debt reacquisition costs		Lives of related debt		15			19
Under-recovered AMS costs		5 years		107			128
Energy efficiency program performance bonus (a)		1 year or less		28			31
Wholesale distribution substation service (b)		To be determined		97			75
Unrecovered expenses related to COVID-19 (b)		To be determined		37			35
Recoverable deferred income taxes		Various		25			16
Uncollectible payments from REPs (b)		To be determined		8			9
Other regulatory assets		Various		27			18

Total regulatory assets				1,502			1,547


Regulatory liabilities:
Estimated net removal costs		Lives of related assets		1,431			1,348
Excess deferred taxes		Primarily over lives of related assets		1,375			1,442
Over-recovered wholesale transmission service expense (a)		1 year or less		101			7
Unamortized gain on reacquisition of debt		Lives of related debt		25			26
Employee retirement costs over-recovered since last base rate review period (b)		To be determined		60			39
Other regulatory liabilities		Various		22			14

Total regulatory liabilities				3,014			2,876

Net regulatory assets (liabilities)			$	(1,512	)	$	(1,329	)

(a)	Not earning a return in the regulatory rate-setting process.

(b)	Recovery/refund is specifically authorized by statute or by the PUCT, subject to reasonableness review.

(c)	Represents unfunded liabilities recorded in accordance with pension and OPEB accounting standards.

Base Rate Review (PUCT Docket No. 53601)

In May 2022, following an extension approved by the PUCT, we filed a request for a base rate review with the PUCT and the 209 cities in our service territory that have retained original jurisdiction over rates. The base rate review test year is based on calendar year 2021 results with certain adjustments. The base rate review includes a request for an average increase over test year adjusted annualized revenue of 4.5%, and, if approved as requested, would result in an aggregate annualized revenue increase of approximately $251 million. The base rate review also requests a revised regulatory capital structure ratio of 55% debt to 45% equity and an authorized return on equity of 10.3%. Our current authorized regulatory capital structure ratio is 57.5% debt to 42.5% equity and our current authorized return on equity is 9.8%.

A hearing on the merits was held before SOAH from September 26, 2022 to October 4, 2022, and a PFD was issued by the SOAH administrative law judges to the PUCT for its consideration on December 28, 2022. The PFD initially recommended a $397 million reduction to our requested annualized base rate revenue requirement, which would be a $146 million reduction to test year adjusted annualized revenue. The PFD also included recommendations for a return on equity of 9.3%, continuation of our existing 57.5% debt to 42.5% equity capital structure, disallowances of various items included in rate base, as well as other modifications to our base rate review requests. On January 19, 2023, PUCT Staff filed an errata memorandum indicating that the number run model relied upon by the PFD included a $680 million accumulated depreciation reallocation error. On February 9, 2023, the SOAH administrative law judges filed an exceptions letter indicating that they agreed that this and certain other number-running corrections and any associated flow-through adjustments should be adopted. We believe the impact of the number-running errors results in an unwarranted reduction to our rate base that drives $51 million of the proposed annualized revenue decrease reflected in the PFD. We further believe that the correction of the accumulated depreciation reallocation number running error will revise the PFD’s recommendation to a $346 million reduction to our requested annualized base rate revenue, which would be a $95 million decrease to our test year adjusted annualized revenue.

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On January 24, 2023, we filed Exceptions to the Proposal for Decision (Exceptions) explaining why we disagree with certain recommendations of the SOAH administrative law judges in the PFD. Other intervening parties in the proceeding filed Exceptions as well, and on February 1, 2023, we filed a Reply to Exceptions addressing points in those intervenor Exceptions. Resolution of the base rate review requires issuance of a final order by the PUCT, which is expected around the end of the first quarter of 2023, with new rates going into effect following approval of tariffs reflecting that order. We cannot predict whether or to what extent our requests in the base rate review will be approved or what the ultimate impact of the proceeding will be on our results of operations, financial condition, liquidity, or cash flows.

DCRF Good Cause Exception Request (PUCT Docket No. 54648)

On February 13, 2023, we filed an application with the PUCT requesting that it grant certain exceptions to the DCRF application filing requirements, including extending the filing deadline, due to the timing of our pending base rate review. We requested that our April 8, 2023 deadline for filing a DCRF application for eligible distribution investments placed into service during 2022 be extended until at least May 31, 2023.

3. REVENUES

General

Reconcilable Tariffs

The PUCT has designated certain tariffs (primarily TCRF and EECRF) as reconcilable, which means the differences between amounts billed under these tariffs and the related incurred costs are deferred as either regulatory assets or regulatory liabilities. Accordingly, at prescribed intervals, future tariffs are adjusted to either repay regulatory liabilities or collect regulatory assets.

Alternative Revenue Program

Disaggregation of Revenues

The following table reflects electric delivery revenues disaggregated by tariff:


	Years Ended December 31,
	2022		2021		2020
Operating revenues
Revenues contributing to earnings:
Distribution base revenues	$	2,447	$	2,217	$	2,156

Transmission base revenues (TCOS revenues)
Billed to third-party wholesale customers		944		879		803
Billed to REPs serving Oncor distribution customers, through TCRF		528		479		446

Total transmission base revenues		1,472		1,358		1,249
Other miscellaneous revenues		112		104		87

Total revenues contributing to earnings		4,031		3,679		3,492


Revenues collected for pass-through expenses:
TCRF – third-party wholesale transmission service		1,162		1,039		975
EECRF		50		46		44

Revenues collected for pass-through expenses		1,212		1,085		1,019

Total operating revenues	$	5,243	$	4,764	$	4,511

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Customers

At December 31, 2022, our distribution business customers primarily consist of over 100 REPs that sell the electricity we distribute to consumers in our certificated service area. The consumers of the electricity we deliver (other than ultimate end-use customers served by an electric cooperative or a municipally-owned utility) are free to choose their electricity supplier from REPs who compete for their business. Our transmission base revenues are collected from load serving entities benefitting from our transmission system. Our transmission business customers consist of municipally-owned utilities, electric cooperatives and other distribution companies. Revenues from REP subsidiaries of our two largest customers collectively represented 26% and 24%, respectively, of our total operating revenues for the year ended 2022, 25% and 23%, respectively, of our total operating revenues for the year ended 2021 and 25% and 18%, respectively, of our total operating revenues for the year ended 2020. No other customer represented more than 10% of our total operating revenues.

Variability

Pass-through Expenses

4. PROVISION IN LIEU OF INCOME TAXES

Components of Liability in Lieu of Deferred Income Taxes

The components of our liability in lieu of deferred income taxes are provided in the table below.


	At December 31,
	2022		2021
Deferred Tax Related Assets:
Employee benefit liabilities	$	267	$	253
Regulatory liabilities		48		45
Other		43		45

Total		358		343

Deferred Tax Related Liabilities:
Property, plant and equipment		2,261		2,132
Regulatory assets		278		274
Other		1		2

Total		2,540		2,408

Liability in lieu of deferred income taxes – net	$	2,182	$	2,065

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Provision (Benefit) in Lieu of Income Taxes

The components of our reported provision (benefit) in lieu of income taxes are as follows:


	Years Ended December 31,
	2022			2021			2020
Reported in operating expenses:
Current:
U.S. federal	$	136		$	79		$	100
State		27			24			22
Deferred:
U.S. federal		39			63			27
Amortization of investment tax credits		(1	)		(1	)		(1	)

Total reported in operating expenses		201			165			148

Reported in other income and deductions:
Current:
U.S. federal		(13	)		(17	)		(17	)
Deferred federal		3			5			5

Total reported in other income and deductions		(10	)		(12	)		(12	)

Total provision in lieu of income taxes	$	191		$	153		$	136

Reconciliation of provision in lieu of income taxes computed at the U.S. federal statutory rate to provision in lieu of income taxes:


	Years Ended December 31,
	2022			2021			2020
Income before provision in lieu of income taxes	$	1,096		$	923		$	849

Provision in lieu of income taxes at the U.S. federal statutory rate of 21%	$	230		$	194		$	178
Amortization of investment tax credits – net of deferred tax effect		(1	)		(1	)		(1	)
Amortization of excess deferred taxes		(52	)		(52	)		(52	)
Texas margin tax, net of federal tax benefit		22			19			18
Nontaxable gains on benefit plan investments		—			(3	)		(2	)
Other		(8	)		(4	)		(5	)

Reported provision in lieu of income taxes	$	191		$	153		$	136

Effective rate		17.4	%		16.6	%		16.0	%

The net amounts of $2.182 billion and $2.065 billion reported in the balance sheets at December 31, 2022 and 2021, respectively, as liability in lieu of deferred income taxes include amounts previously recorded as net deferred tax liabilities. In connection with the sale of equity interests to Texas Transmission in 2008, we became a partnership for U.S. federal income tax purposes, and the temporary differences that gave rise to the deferred taxes will, over time, become taxable to the equity holders. Under a tax sharing agreement among us and our equity holders (see Note 1), we make payments to the equity holders related to income taxes when amounts would have become due to the IRS if Oncor was taxed as a corporation. Accordingly, as the temporary differences become taxable, we will pay the equity holders. In the event such amounts are not paid under the tax sharing agreement, it is probable that this regulatory liability will continue to be included in Oncor’s rate setting processes.

Accounting For Uncertainty in Provision in Lieu of Income Taxes

The statute of limitations is open for our partnership tax returns for the years beginning after December 31, 2018. We filed a refund claim for the tax year ending December 31, 2018, but the tax year is closed for new issues. Texas margin tax returns are still open for examination for tax years beginning after 2017. We are not a member of any consolidated federal tax group and assess our liability for uncertain tax positions in our partnership returns.

We had approximately $1 million and $495,000 of uncertain tax positions at December 31, 2022 and December 31, 2021, respectively. Noncurrent liabilities included negligible amounts of accrued interest related to uncertain tax positions at December 31, 2022 and December 31, 2021. There were negligible amounts recorded related to interest and penalties in the years ended December 31, 2022 and 2021, respectively, and none in the year ended December 31, 2020. The federal income tax benefit on the interest accrued on uncertain tax positions, if any, is recorded as liability in lieu of deferred income taxes.

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5. SHORT-TERM BORROWINGS

The following table reflects our outstanding short-term borrowings and available unused credit under the Credit Facility and CP Program at December 31, 2022 and 2021:


	At December 31,
	2022			2021
Total credit facility borrowing capacity	$	2,000		$	2,000
Credit facility outstanding borrowings		—			—
Commercial paper outstanding (a)		(198	)		(215	)
Letters of credit outstanding (b)		—			(8	)

Available unused credit		$1,802			$1,777

(a)	The weighted average interest rates for commercial paper were 4.58% and 0.30% at December 31, 2022 and December 31, 2021, respectively. All outstanding CP Notes at December 31, 2022 and December 31, 2021 had maturity dates of less than one year.

(b)	The interest rate on the outstanding letters of credit at December 31, 2021 was 1.20% based on our credit ratings.

Credit Facility

At December 31, 2022, we had a $2.0 billion unsecured Credit Facility that may be used for working capital and other general corporate purposes and issuances of letters of credit. Our CP Program obtains liquidity support from the Credit Facility. The Credit Facility, which was entered into in November 2021 and extended in November 2022 by amendment, has a maturity date of November 9, 2027. We have the option to request one additional 1-year extension. We also have the option to request an increase in our borrowing capacity of up to $400 million in $100 million minimum increments, provided certain conditions set forth in the Credit Facility are met, including lender approvals. Borrowings under the Credit Facility, if any, are classified as short-term on the balance sheet.

The amendment to the Credit Facility in November 2022 also replaced the LIBOR-based interest rates with interest rates based on SOFR, subject to adjustments as specified therein. Borrowings under the 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 an adjustment of 0.10% (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 as quoted by The Wall Street Journal on such date, (2) the greater of the federal funds effective rate or the overnight bank funding 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 each case, an applicable margin of between 0.00% and 0.50%, depending on certain credit ratings assigned to our debt. The Credit Facility also provides for an alternative rate of interest upon the occurrence of certain events related to the current benchmark.

The Credit Facility requires that we maintain a maximum consolidated senior debt to consolidated total capitalization ratio of 0.65 to 1.00 and observe certain customary reporting requirements and other affirmative covenants. At December 31, 2022, we were in compliance with these covenants.

CP Program

We maintain the CP Program under which we may issue unsecured CP Notes (with a maturity date not exceeding 397 days from the date of issue) on a private placement basis up to a maximum aggregate face or principal amount outstanding at any time of $2.0 billion. The proceeds of CP Notes issued under the CP Program are used for working capital and general corporate purposes. In November 2022, we amended the CP Program to provide for, among other things, an extension of the maximum maturity date for CP Notes. As amended, the CP Program now provides that CP Notes may be issued with maturity dates not exceeding 397 days from the date of issuance. The CP Program obtains liquidity support from our Credit Facility discussed above. We may utilize either the CP Program or the Credit Facility at our option, to meet our funding needs.

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6. LONG-TERM DEBT

Our long-term debt at December 31, 2022 consisted of fixed rate secured debt and variable rate unsecured debt. Our secured debt is secured equally and ratably by a first priority lien on certain transmission and distribution assets. See “Deed of Trust” below for additional information.

At December 31, 2022 and 2021, our long-term debt consisted of the following:


	At December 31,
	2022			2021
Fixed Rate Secured:
4.10% Senior Notes, due June 1, 2022	$	—		$	400
7.00% Debentures due September 1, 2022		—			482
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
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
7.00% Senior Notes due May 1, 2032		494			494
4.15% Senior Notes due June 1, 2032		400			—
4.55% Senior Notes due September 15, 2032		700			—
7.25% Senior Notes due January 15, 2033		323			323
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			—
4.95% Senior Notes due September 15, 2052		500			—
5.35% Senior Notes due October 1, 2052		300			300

Fixed rate secured long-term debt		11,245			10,127
Variable Rate Unsecured:
Term loan credit agreement due August 30, 2023		100			—

Variable rate unsecured long-term debt		100			—

Total long-term debt		11,345			10,127

Unamortized discount and debt issuance costs		(117	)		(95	)
Less amount due currently		(100	)		(882	)

Long-term debt, less amounts due currently	$	11,128		$	9,150

Deed of Trust

Our long-term secured debt is secured equally and ratably by a first priority lien on all property acquired or constructed by Oncor for use in its 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.

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Long-Term Debt-Related Activities in 2022

January 2022 Term Loan Credit Agreement

On January 28, 2022, we entered into an unsecured term loan credit agreement with a commitment equal to an aggregate principal amount of $1.30 billion (January 2022 Term Loan Credit Agreement). The January 2022 Term Loan Credit Agreement had a maturity date of April 29, 2023. We borrowed $400 million on January 28, 2022, $600 million on February 28, 2022 (February 2022 borrowing), $185 million on March 28, 2022, and $115 million on April 28, 2022 under the January 2022 Term Loan Credit Agreement. The proceeds from each borrowing were used for general corporate purposes, including to repay outstanding CP Notes and, in the case of the February 2022 borrowing, to redeem in full the $400 million aggregate principal amount outstanding of our 4.10% senior secured notes due June 1, 2022 (2022 Notes), plus accrued and unpaid interest on the 2022 Notes. On each of May 20, 2022 and September 9, 2022, we repaid $650 million of the aggregate principal amount outstanding under the January 2022 Term Loan Credit Agreement. Following the repayment on September 9, 2022, no borrowings remained outstanding and the January 2022 Term Loan Credit Agreement was no longer in effect.

Loans under the January 2022 Term Loan Credit Agreement bore interest, at our option, at either (i) an adjusted term SOFR (calculated based on one-month term SOFR as of a specified date, plus the SOFR Adjustment) plus a spread of 0.575%, (ii) an adjusted daily simple SOFR (calculated based on daily simple SOFR as of a specified date, plus the SOFR Adjustment) plus a spread of 0.575%, or (iii) for any day, at a rate equal to the greatest of: (1) the prime rate publicly announced by the administrative agent on such date, (2) the federal funds effective rate on such date, plus 0.50%, and (3) daily simple SOFR on such date, plus 1.0%.

July 2022 Term Loan Credit Agreement

On July 6, 2022, we entered into an unsecured term loan credit agreement with a commitment equal to an aggregate principal amount of $650 million (July 2022 Term Loan Credit Agreement). The July 2022 Term Loan Credit Agreement had a maturity date of August 30, 2023. On August 29, 2022, we borrowed the entire $650 million aggregate principal amount available under the July 2022 Term Loan Credit Agreement. The proceeds from the borrowing were used for general corporate purposes, including to repay in full the $482 million principal amount outstanding of our 7.00% Debentures due 2022 (the Debentures), plus accrued and unpaid interest on the Debentures. On September 9, 2022, we repaid $550 million of the aggregate principal amount outstanding under the July 2022 Term Loan Credit Agreement. As a result of the repayment, the aggregate principal amount outstanding under the July 2022 Term Loan Credit Agreement at December 31, 2022 was $100 million.

Loans under the July 2022 Term Loan Credit Agreement bore interest, at our option, at either (i) an adjusted term SOFR (calculated based on one-month term SOFR as of a specified date, plus the SOFR Adjustment) plus a spread of 0.60%, (ii) an adjusted daily simple SOFR (calculated based on daily simple SOFR as of a specified date, plus the SOFR Adjustment) plus a spread of 0.60%, or (iii) for any day, at a rate equal to the greatest of: (1) the prime rate publicly announced by the administrative agent on such date, (2) the federal funds effective rate on such date plus 0.50%, and (3) daily simple SOFR on such date, plus 1.0%.

Secured Debt Repayments

On March 1, 2022, we redeemed in full the $400 million aggregate principal amount outstanding of our 2022 Notes, which were to mature on June 1, 2022. The redemption price was equal to 100% of the principal amount of the 2022 Notes, plus accrued interest to, but not including, the redemption date of March 1, 2022. Following the redemption of the 2022 Notes, none of the 2022 Notes remain outstanding.

On September 1, 2022, we repaid in full at maturity the $482 million aggregate principal amount outstanding of the Debentures, plus accrued and unpaid interest on the Debentures. Following the repayment of the Debentures, none of the Debentures remain outstanding.

May 2022 Notes Issuances

On May 20, 2022, we issued $400 million aggregate principal amount of 4.15% senior secured notes due June 1, 2032 (4.15% 2032 Notes) and $400 million aggregate principal amount of 4.60% senior secured notes due June 1, 2052 (4.60% 2052 Notes).

We intend to allocate/disburse the proceeds from the sale of the 4.15% 2032 Notes (net of the discounts and fees to the initial purchasers and the estimated pro rata expenses related to the offering of the 4.15% 2032 Notes) of approximately $395 million, or an amount equal to the net proceeds from the sale of the 4.15% 2032 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 include transmission and distribution projects connecting renewable energy sources to the ERCOT grid, customer energy efficiency programs, and deployment of automated metering infrastructure and smart grid technology. Prior to the allocation/disbursement of the full amount of the net proceeds from the sale of the 4.15% 2032 Notes, we temporarily applied the entire amount of such net proceeds to repay a portion of the principal amount outstanding under the January 2022 Term Loan Credit Agreement. We used the proceeds from the sale of the 4.60% 2052 Notes (net of the discounts and fees to the initial purchasers and the estimated pro rata expenses related to the offering of the 4.60% 2052 Notes) of approximately $392 million for general corporate purposes, including to repay $255 million of the principal amount outstanding under the January 2022 Term Loan Credit Agreement.

The 4.15% 2032 Notes bear interest at a rate of 4.15% per annum and mature on June 1, 2032. The 4.60% 2052 Notes bear interest at a rate of 4.60% per annum and mature on June 1, 2052. Interest on the 4.15% 2032 Notes and the 4.60% 2052 Notes is payable in cash semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2022. Prior to March 1, 2032, in the case of the 4.15% 2032 Notes and December 1, 2051 in the case of the 4.60% 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 March 1, 2032 in the case of the 4.15% 2032 Notes and December 1, 2051 in the case of the 4.60% 2052 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.

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September 2022 Notes Issuances

On September 8, 2022, we issued $700 million aggregate principal amount of 4.55% senior secured notes due September 15, 2032 (4.55% 2032 Notes) and $500 million aggregate principal amount of 4.95% senior secured notes due September 15, 2052 (4.95% 2052 Notes).

We used the proceeds from the sale of the 4.55% 2032 Notes and the 4.95% 2052 Notes (net of the discounts, fees and expenses) of approximately $1.185 billion for general corporate purposes, including to repay the full $650 million of the principal amount outstanding under the January 2022 Term Loan Credit Agreement and a portion of the principal amount outstanding under the July 2022 Term Loan Credit Agreement.

The 4.55% 2032 Notes bear interest at a rate of 4.55% per annum and mature on September 15, 2032. The 4.95% 2052 Notes bear interest at a rate of 4.95% per annum and mature on September 15, 2052. Interest on the 4.55% 2032 Notes and the 4.95% 2052 Notes is payable in cash semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2023. Prior to June 15, 2032, in the case of the 4.55% 2032 Notes and March 15, 2052 in the case of the 4.95% 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 June 15, 2032 in the case of the 4.55% 2032 Notes and March 15, 2052 in the case of the 4.95% 2052 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.

Long-Term Debt-Related Activities in 2023

On January 9, 2023, we repaid the remaining $100 million principal amount outstanding under the July 2022 Term Loan Credit Agreement. Following the repayment on January 9, 2023, no borrowings remained outstanding and the July 2022 Term Loan Credit Agreement was no longer 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 (January 2023 Term Loan Credit Agreement). The January 2023 Term Loan Credit Agreement has 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 January 2023 Term Loan Credit Agreement. As a result of the February 27, 2023 borrowing, no additional amount remains available for borrowing under the January 2023 Term Loan Credit Agreement. The proceeds from the borrowings were used for general corporate purposes, including repayment of outstanding CP Notes.

Loans under the January 2023 Term Loan Credit Agreement bear interest, at our option, at either (i) an adjusted term SOFR (calculated based on term SOFR for a one-, three-, or six-month interest period, as selected by us, as of a specified date, plus the SOFR Adjustment) plus a spread of 0.85%, (ii) an adjusted daily simple SOFR (calculated based on daily simple SOFR as of a specified date, plus the SOFR Adjustment) plus a spread of 0.85%, or (iii) for any day, at a rate equal to the greatest of: (1) the prime rate quoted by The Wall Street Journal on such date, (2) the federal funds effective rate on such date, plus 0.50%, and (3) daily simple SOFR on such date, plus 1.0%.

Maturities

Long-term debt maturities at December 31, 2022, are as follows:


Years	Amounts
2023	$	100
2024		500
2025		974
2026		38
2027		—
Thereafter		9,733

Total	$	11,345

Fair Value of Long-Term Debt

At December 31, 2022 and 2021, the estimated fair value of our long-term debt (including current maturities) totaled $10.398 billion and $11.758 billion, respectively, and the carrying amount totaled $11.228 billion and $10.032 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.

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7. COMMITMENTS AND CONTINGENCIES

Leases

General

A lease exists when a contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. As lessee, our leased assets primarily consist of our vehicle fleet and real estate leased for company offices and service centers. Our leases are accounted for as operating leases for GAAP purposes. At December 31, 2022 and 2021, we had $5 million and $3 million, respectively, in GAAP operating leases that are treated as capital leases solely for rate-making purposes. We generally recognize operating lease costs on a straight-line basis over the lease term in operating expenses. We are not a lessor to any material lease contracts.

As of the lease commencement date, we recognize a lease liability for our obligation to make lease payments, which we initially measure at present value using our incremental borrowing rate at the date of lease commencement, unless the rate implicit in the lease is readily determinable. We determine our incremental borrowing rate based on the rate of interest that we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment. We also record a ROU asset for our right to use the underlying asset, which is initially equal to the lease liability and adjusted for any lease payments made at or before lease commencement, lease incentives and any initial direct costs.

Some of our lease agreements contain nonlease components, which represent items or activities that transfer a good or service. We separate lease components from nonlease components, if any, for our fleet vehicle and real estate leases for purposes of calculating the related lease liability and ROU asset.

Certain of our leases include options to extend the lease terms for up to 20 years, while others include options to terminate early. Our lease liabilities and ROU assets are based on lease terms that may include such options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Short-term Leases

Some of our contracts are short-term leases, which have a lease term of 12 months or less at lease commencement. As allowed by GAAP, we do not recognize a lease liability or ROU asset arising from short-term leases for all existing classes of underlying assets. We recognize short-term lease costs on a straight-line basis over the lease term.

Lease Obligations, Lease Costs and Other Supplemental Data

The following table presents GAAP operating lease related balance sheet information:


	At December 31,
	2022			2021
ROU assets:
Operating lease ROU and other assets (noncurrent)	$	145		$	146

Lease liabilities:
Operating lease and other current liabilities	$	38		$	37
Operating lease and other obligations (noncurrent)		131			133

Total operating lease liabilities	$	169		$	170

Weighted-average remaining lease term (in years)		6			7
Weighted-average discount rate		2.6	%		2.5	%

The following table presents costs related to lease activities:


	Years Ended December 31,
	2022		2021		2020
Operating lease costs (including amounts allocated to property, plant and equipment)	$	52	$	51	$	42
Short-term lease costs		9		11		10

Total operating lease costs	$	61	$	62	$	52

F-42

The following table presents lease related cash flows and other information:


	Years Ended December 31,
	2022		2021		2020
Cash paid for amounts included in the measurement of operating lease liabilities	$	49	$	40	$	35

ROU assets obtained in exchange for operating lease obligations (noncash)	$	42	$	52	$	72

The following table presents the maturity analysis of our operating lease liabilities and reconciliation to the present value of lease liabilities:


Years	Amounts
2023	$	42
2024		33
2025		24
2026		16
2027		12
Thereafter		53

Total undiscounted lease payments		180
Less imputed interest		(11	)

Total operating lease obligations	$	169

Capital Expenditures

As part of the Sempra Acquisition, Oncor committed to make minimum aggregate capital expenditures equal to at least $7.5 billion from January 1, 2018 to December 31, 2022. Our actual capital expenditures from January 1, 2018 to December 31, 2022 totaled $11.9 billion.

Sales and Use Tax Audits

Energy Efficiency Spending

We are required to annually invest in programs designed to improve customer electricity demand and consumption efficiencies to satisfy ongoing regulatory requirements. The requirement for the year 2023 is $52 million, which is recoverable through EECRF rates.

Legal/Regulatory Proceedings

In May 2022, we filed a base rate review with the PUCT and the cities in our service territory that have retained original jurisdiction over rates. In addition, in February 2023, we filed an application with the PUCT requesting that it grant certain exceptions to the DCRF filing application requirements, including extending the filing deadline. See Note 2 above for additional information regarding these proceedings. We are also involved in other legal and administrative proceedings in the normal course of business, the ultimate resolution of which, in the opinion of management, should not have a material effect upon our financial position, results of operations, or cash flows.

Labor Contracts

At December 31, 2022, approximately 17% of our full time employees were represented by a labor union and covered by a collective bargaining agreement that expires in October 2026.

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Environmental Contingencies

We must comply with environmental laws and regulations applicable to the handling and disposal of hazardous waste. We are in compliance with all current laws and regulations; however, the impact, if any, of changes to existing regulations or the implementation of new regulations is not determinable. The costs to comply with environmental regulations can be significantly affected by the following external events or conditions:

•

changes to existing state or federal regulation by governmental authorities having jurisdiction over control of toxic substances and hazardous and solid wastes, and other environmental matters, and

•

the identification of additional sites requiring clean-up or the filing of other complaints in which we may be asserted to be a potential responsible party.

We have not identified any significant potential environmental liabilities at this time.

8. MEMBERSHIP INTERESTS

Contributions

On February 13, 2023, we received cash capital contributions from our members totaling $106 million. During 2022, we received the following cash capital contributions from our members.


Receipt Dates	Amounts
February 17, 2022	$	106
April 26, 2022	$	106
July 26, 2022	$	106
October 24, 2022	$	106

Distributions

Distributions are limited by the requirement to maintain our regulatory capital structure at or below the debt-to-equity ratio established periodically by the PUCT for ratemaking purposes. The PUCT has the authority to determine what types of debt and equity are included in a utility’s debt-to-equity ratio. For purposes of this ratio, debt is calculated as long-term debt including any finance leases plus unamortized gains on reacquired debt less unamortized issuance expenses, premiums and losses on reacquired debt. Equity is calculated as membership interests determined in accordance with GAAP, excluding accumulated other comprehensive loss and the effects of acquisition accounting from a 2007 transaction.

The Sempra Order and our Limited Liability Company Agreement set forth various restrictions on distributions to our members. Among those restrictions is the commitment that we will make no distributions (other than contractual tax payments) to our members that would cause us to exceed the PUCT’s authorized debt-to-equity ratio. Our current authorized regulatory capital structure is 57.5% debt to 42.5% equity. The distribution restrictions also include the ability of a majority of our Disinterested Directors, or either of the two member directors designated by Texas Transmission, to limit distributions to the extent each determines it is necessary to meet expected future requirements of Oncor (including continuing compliance with the PUCT debt-to-equity ratio commitment). At December 31, 2022, our regulatory capitalization was 53.5% debt to 46.5% equity and as a result we had $1.479 billion available to distribute to our members.

On February 14, 2023, our board of directors declared a cash distribution of $106 million, which was paid to our members on February 15, 2023. During 2022, our board of directors declared, and we paid, the following cash distributions to our members:


Declaration Dates	Payment Dates	Amounts
February 18, 2022	February 18, 2022	$	106
April 27, 2022	April 28, 2022	$	106
July 27, 2022	July 28, 2022	$	106
October 25, 2022	October 26, 2022	$	106

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Accumulated Other Comprehensive Income (Loss) (AOCI)

The following table presents the changes to AOCI for the years ended December 31, 2022, 2021 and 2020 net of tax:


	Cash Flow Hedges –Interest Rate Swap			Defined Benefit Pension and OPEB Plans			Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2019	$	(18	)	$	(121	)	$	(139	)
Defined benefit pension plans		—			9			9
Cash flow hedges — net decrease in fair value of derivatives (net of tax benefit of $6)		(24	)		—			(24	)
Cash flow hedge amounts reclassified from AOCI and reported in interest expense and related charges (net of tax expense $1)		3			—			3

Balance at December 31, 2020		(39	)		(112	)		(151	)
Defined benefit pension plans		—			17			17
Cash flow hedge amounts reclassified from AOCI and reported in interest expense and related charges (net of tax expense $0)		3			—			3

Balance at December 31, 2021		(36	)		(95	)		(131	)
Defined benefit pension plans		—			(33	)		(33	)
Cash flow hedge amounts reclassified from AOCI and reported in interest expense and related charges (net of tax expense $1)		2			—			2

Balance at December 31, 2022	$	(34	)	$	(128	)	$	(162	)

9. EMPLOYEE BENEFIT PLANS

Regulatory Recovery of Pension and OPEB Costs

PURA provides for our recovery of pension and OPEB costs applicable to services of our active and retired employees, as well as services of certain EFH Corp./Vistra active and retired employees for periods prior to the deregulation and disaggregation of EFH Corp.’s electric utility businesses effective January 1, 2002 (recoverable service). Accordingly, in 2005, we entered into an agreement with a predecessor of EFH Corp. whereby we assumed responsibility for applicable pension and OPEB costs related to those personnel’s recoverable service. We subsequently entered into agreements with EFH Corp. and a Vistra affiliate regarding provision of these benefits. Pursuant to our agreement with the Vistra affiliate, we sponsor an OPEB plan that provides certain retirement healthcare and life insurance benefits to eligible former Oncor, EFH Corp. and Vistra employees for whom both Oncor and Vistra bear a portion of the benefit responsibility. See “OPEB Plans” below for more information.

We are authorized to establish a regulatory asset or liability for the difference between the amounts of pension and OPEB costs approved in current billing rates and the actual amounts that would otherwise have been recorded as charges or credits to earnings related to recoverable service. Amounts deferred are ultimately subject to regulatory approval. At December 31, 2022 and 2021, we had recorded net regulatory assets totaling $346 million and $581 million, respectively, related to pension and OPEB costs, including amounts related to deferred expenses as well as amounts related to unfunded liabilities that otherwise would be recorded as other comprehensive income.

We have also assumed primary responsibility for pension benefits of a closed group of retired and terminated vested plan participants not related to our regulated utility business (non-recoverable service) in a 2012 transaction. Any retirement costs associated with non-recoverable service are not recoverable through rates.

Pension Plans

We sponsor the Oncor Retirement Plan and also have liabilities related to the Vistra Retirement Plan, both of which are qualified pension plans under Section 401(a) of the Code, and are subject to the provisions of ERISA. Employees do not contribute to either plan. These pension plans provide benefits to participants under one of two formulas: (i) a Cash Balance Formula under which participants earn monthly contribution credits based on their compensation and a combination of their age and years of service, plus monthly interest credits or (ii) a Traditional Retirement Plan Formula based on years of service and the average earnings of the three years of highest earnings. The interest component of the Cash Balance Formula is variable and is determined using the yield on 30-year Treasury bonds. The weighted-average interest crediting rate assumption for the Cash Balance Formula was 3.0% for 2022. Under the Cash Balance Formula, future increases in earnings will not apply to prior service costs.

All eligible employees hired after January 1, 2001 participate under the Cash Balance Formula. Certain employees, who, prior to January 1, 2002, participated under the Traditional Retirement Plan Formula, continue their participation under that formula. It is Oncor’s policy to fund its plans on a current basis to the extent required under existing federal tax and ERISA regulations.

We also have the Supplemental Retirement Plan for certain employees whose retirement benefits cannot be fully earned under the qualified retirement plan. Supplemental Retirement Plan amounts are included in the reported pension amounts below.

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At December 31, 2022, the pension plans’ projected benefit obligation included a net actuarial gain of $662 million for 2022 attributable primarily to an increase in the discount rate due to changes in the corporate bond markets, partially offset by losses associated with economic assumption updates and plan experience different than expected.

OPEB Plans

We currently sponsor two OPEB Plans. One plan covers our eligible current and future retirees whose services are 100% attributed to the regulated business. Effective January 1, 2018, we established a second plan to cover eligible retirees of Oncor and EFH Corp./Vistra whose employment services were assigned to both Oncor (or a predecessor regulated utility business) and the non-regulated business of EFH Corp./Vistra. Vistra is solely responsible for its portion of the liability for retiree benefits related to those retirees.

Oncor’s contribution policy for the OPEB Plans is to place in irrevocable external trusts dedicated to the payment of OPEB expenses an amount at least equal to the OPEB expense recovered in rates.

At December 31, 2022, the OPEB Plans’ projected benefit obligation included a net actuarial gain of $190 million for 2022 attributable primarily to an increase in the discount rate due to changes in the corporate bond markets.

Pension and OPEB Costs Recognized as Expense

Pension and OPEB amounts provided herein include amounts related only to our obligations with respect to the various plans based on actuarial computations and reflect our employee and retiree demographics as described above.

The calculated value method is used to determine the market-related value of the assets held in the trust for purposes of calculating our pension costs. Realized and unrealized gains or losses in the market-related value of assets are included over a rolling four-year period. Each year, 25% of such gains and losses for the current year and for each of the preceding three years is included in the market-related value. Each year, the market-related value of assets is increased for contributions to the plan and investment income and is decreased for benefit payments and expenses for that year.

The fair value method is used to determine the market-related value of the assets held in the trust for purposes of calculating OPEB cost.

F-46

Detailed Information Regarding Pension and OPEB Benefits

The following pension plans and OPEB Plans information is based on December 31, 2022, 2021 and 2020 measurement dates:


	Pension Plans									OPEB Plans
	Years Ended December 31,									Years Ended December 31,
	2022			2021			2020			2022			2021			2020
*Assumptions Used to Determine Net Periodic Pension and OPEB Costs:*
Discount rate		2.75	%		2.40	%		3.13	%		2.91	%		2.58	%		3.29	%
Expected return on plan assets		4.70	%		4.35	%		4.94	%		5.61	%		5.24	%		5.90	%
Rate of compensation increase		4.98	%		4.80	%		4.64	%		—			—			—
*Components of Net Pension and OPEB Costs:*
Service cost	$	31		$	33		$	29		$	4		$	5		$	6
Interest cost (a)		90			84			103			25			26			32
Expected return on assets (a)		(104	)		(99	)		(109	)		(8	)		(7	)		(8	)
Amortization of prior service credit (a)		—			—			—			—			(17	)		(20	)
Amortization of net loss (gain) (a)		32			52			48			(1	)		18			10
Curtailment credit (a)		—			—			—			—			—			(1	)

Net pension and OPEB costs		49			70			71			20			25			19
Net adjustments (b)		(6	)		(25	)		(24	)		11			6			11

Net pension and OPEB costs recognized as operation and maintenance expense or other deductions	$	43		$	45		$	47		$	31		$	31		$	30


*Other Changes in Plan Assets and Benefit Obligations Recognized as Regulatory Assets or in Other Comprehensive Income:*
Curtailment	$	—		$	—		$	—		$	—		$	—		$	2
Net loss (gain)		50			(164	)		61			(157	)		(142	)		14
Amortization of net gain (loss)		(32	)		(52	)		(48	)		1			(18	)		(10	)
Amortization of prior service credit		—			—			—			—			17			20

Total recognized as regulatory assets or other comprehensive income		18			(216	)		13			(156	)		(143	)		26

Total recognized in net periodic pension and OPEB costs and as regulatory assets or other comprehensive income	$	61		$	(171	)	$	60		$	(125	)	$	(112	)	$	56

(a)	The components of net costs other than service cost component are recorded in “Other deductions and (income) – net” in Statements of Consolidated Income.

(b)	Net adjustments include amounts principally deferred as property, regulatory asset or regulatory liability.

F-47


	Pension Plans									OPEB Plans
	Years Ended December 31,									Years Ended December 31,
	2022			2021			2020			2022			2021			2020
*Assumptions Used to Determine Benefit Obligations at Period End:*
Discount rate		4.94	%		2.75	%		2.40	%		5.19	%		2.91	%		2.58	%
Rate of compensation increase		5.34	%		4.98	%		4.80	%		—			—			—


	Pension Plans									OPEB Plans
	Years Ended December 31,									Years Ended December 31,
	2022			2021			2020			2022			2021			2020
*Change in Projected Benefit Obligation:*
Projected benefit obligation at beginning of year	$	3,358		$	3,596		$	3,400		$	861		$	1,013		$	999
Service cost		31			33			29			4			5			6
Interest cost		90			84			103			25			26			32
Participant contributions		—			—			—			19			19			18
Actuarial loss (gain)		(662	)		(95	)		302			(190	)		(136	)		20
Benefits paid		(169	)		(171	)		(165	)		(55	)		(66	)		(63	)
Curtailment		—			—			—			—			—			1
Settlements		(81	)		(89	)		(73	)		—			—			—

Projected benefit obligation at end of year	$	2,567		$	3,358		$	3,596		$	664		$	861		$	1,013

Accumulated benefit obligation at end of year	$	2,452		$	3,199		$	3,433		$	—		$	—		$	—

*Change in Plan Assets:*
Fair value of assets at beginning of year	$	2,669		$	2,740		$	2,494		$	146		$	145		$	141
Actual return (loss) on assets		(608	)		168			350			(25	)		13			14
Employer contributions		6			21			134			35			35			35
Participant contributions		—			—			—			19			19			18
Benefits paid		(169	)		(171	)		(165	)		(55	)		(66	)		(63	)
Settlements		(81	)		(89	)		(73	)		—			—			—

Fair value of assets at end of year	$	1,817		$	2,669		$	2,740		$	120		$	146		$	145

*Funded Status:*
Projected benefit obligation at end of year	$	(2,567	)	$	(3,358	)	$	(3,596	)	$	(664	)	$	(861	)	$	(1,013	)
Fair value of assets at end of year		1,817			2,669			2,740			120			146			145

Funded status at end of year	$	(750	)	$	(689	)	$	(856	)	$	(544	)	$	(715	)	$	(868	)

F-48


	Pension Plans						OPEB Plans
	At December 31,						At December 31,
	2022			2021			2022			2021
*Amounts Recognized in the Balance Sheet Consist of:*
Liabilities:
Other current liabilities	$	(5	)	$	(5	)	$	(16	)	$	(12	)
Other noncurrent liabilities		(764	)		(705	)		(528	)		(703	)

Net liabilities recognized	$	(769	)	$	(710	)	$	(544	)	$	(715	)

Assets:
Other noncurrent assets	$	19		$	21		$	—		$	—
Net regulatory assets recognized		337			355			(180	)		(27	)

Net assets recognized	$	356		$	376		$	(180	)	$	(27	)

Accumulated other comprehensive net loss	$	129		$	93		$	—		$	3

The following table provides information regarding the assumed health care cost trend rates.


	Years Ended December 31,
	2022			2021			2020
*Assumed Health Care Cost Trend Rates - Not Medicare Eligible:*
Health care cost trend rate assumed for next year		7.40	%		6.70	%		6.90	%
Rate to which the cost trend is expected to decline (the ultimate trend rate)		4.50	%		4.50	%		4.50	%
Year that the rate reaches the ultimate trend rate		2032			2029			2029
*Assumed Health Care Cost Trend Rates - Medicare Eligible:*
Health care cost trend rate assumed for next year		8.30	%		7.50	%		7.80	%
Rate to which the cost trend is expected to decline (the ultimate trend rate)		4.50	%		4.50	%		4.50	%
Year that the rate reaches the ultimate trend rate		2032			2031			2030

The following table provides information regarding pension plans with projected benefit obligations (PBO) and accumulated benefit obligations (ABO) in excess of the fair value of plan assets.


	At December 31,
	2022		2021
*Pension Plans with PBO and ABO in Excess of Plan Assets (a):*
Projected benefit obligations	$	2,567	$	3,358
Accumulated benefit obligations	$	2,452	$	3,199
Plan assets	$	1,817	$	2,669

(a)

PBO, ABO and the plan assets relating to Oncor’s obligations with respect to the Vistra Retirement Plan are included. Oncor’s obligations with respect to the Vistra Retirement Plan are overfunded. As of December 31, 2022, PBO, ABO and the plan assets relating to Oncor’s obligations with respect to the Vistra Retirement Plan were $140 million, $139 million and $159 million, respectively. As of December 31, 2021, PBO, ABO and the plan assets relating to Oncor’s obligations with respect to the Vistra Retirement Plan were $187 million, $185 million and $208 million, respectively.

The following table provides information regarding OPEB Plans with accumulated projected benefit obligations (APBO) in excess of the fair value of plan assets.


	At December 31,
	2022		2021
*OPEB Plans with APBO in Excess of Plan Assets*
Accumulated postretirement benefit obligations	$	664	$	861
Plan assets	$	120	$	146

F-49

Pension Plans and OPEB Plans Investment Strategy and Asset Allocations

Our investment objective for the retirement plans is to invest in a suitable mix of assets to meet the future benefit obligations at an acceptable level of risk, while minimizing the volatility of contributions. Equity securities are held to achieve returns in excess of passive indexes by participating in a wide range of investment opportunities. International equity, real estate securities and credit strategies (high yield bonds, emerging market debt and bank loans) are used to further diversify the equity portfolio. International equity securities may include investments in both developed and emerging international markets. Fixed income securities include primarily corporate bonds from a diversified range of companies, U.S. Treasuries and agency securities and money market instruments. Our investment strategy for fixed income investments is to maintain a high grade portfolio of securities, which assists us in managing the volatility and magnitude of plan contributions and expense while maintaining sufficient cash and short-term investments to pay near-term benefits and expenses.

The Oncor Retirement Plan’s investments are managed in two pools: one pool associated with the recoverable service portion of plan obligations related to Oncor’s regulated utility business, and a second pool associated with the non-recoverable service portion of plan obligations not related to Oncor’s regulated utility business. Each pool is invested in a broadly diversified portfolio as shown below. The second pool represents 25% of total investments at December 31, 2022.

The target asset allocation ranges of the pension plans’ investments by asset category are as follows:


	Target Allocation Ranges
Asset Category	Recoverable	Non-recoverable
International equities	8% – 16%	5% – 11%
U.S. equities	17% – 25%	11% – 17%
Real estate	7% – 11%	3% – 7%
Credit strategies	3% – 7%	3% – 7%
Fixed income	48% – 58%	65% – 75%

Our investment objective for the OPEB Plans primarily follows the objectives of the pension plans discussed above, while maintaining sufficient cash and short-term investments to pay near-term benefits and expenses. The actual amounts at December 31, 2022 provided below are consistent with the asset allocation targets.

Fair Value Measurement of Pension Plans’ Assets

At December 31, 2022 and 2021, pension plans’ assets measured at fair value on a recurring basis consisted of the following:


	At December 31, 2022
	Level 1		Level 2		Level 3		Total
Asset Category
Interest-bearing cash	$	—	$	20	$	—	$	20
Equity securities:
U.S.		35		3		—		38
International		67		—		—		67
Fixed income securities:
Corporate bonds (a)		—		543		—		543
U.S. Treasuries		—		41		—		41
Other (b)		—		41		—		41

Total assets in the fair value hierarchy	$	102	$	648	$	—		750

Total assets measured at NAV (c)								1,067

Total fair value of plan assets							$	1,817

F-50


	At December 31, 2021
	Level 1		Level 2		Level 3		Total
Asset Category
Interest-bearing cash	$	—	$	9	$	—	$	9
Equity securities:
U.S.		65		1		—		66
International		138		1		—		139
Fixed income securities:
Corporate bonds (a)		—		879		—		879
U.S. Treasuries		—		55		—		55
Other (b)		—		50		—		50

Total assets in the fair value hierarchy	$	203	$	995	$	—		1,198

Total assets measured at NAV (c)								1,471

Total fair value of plan assets							$	2,669

(a)	Substantially all corporate bonds are rated investment grade by Fitch, Moody’s or S&P.

(b)	Other consists primarily of municipal bonds, emerging market debt, bank loans and fixed income derivative instruments.

(c)

Fair value was measured using the NAV per share as a practical expedient as the investments did not have a readily determinable fair value and are not required to be classified in the fair value hierarchy. The NAV fair value amounts presented here are intended to permit a reconciliation to the total fair value of plan assets.

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Fair Value Measurement of OPEB Plans’ Assets

At December 31, 2022 and 2021, the OPEB Plans’ assets measured at fair value on a recurring basis consisted of the following:


	At December 31, 2022
	Level 1		Level 2		Level 3		Total
Asset Category
Interest-bearing cash	$	9	$	—	$	—	$	9
Equity securities:
U.S.		13		—		—		13
International		11		—		—		11
Fixed income securities:
Corporate bonds (a)		—		28		—		28
U.S. Treasuries		—		2		—		2
Other (b)		15		2		—		17

Total assets in the fair value hierarchy	$	48	$	32	$	—		80

Total assets measured at NAV (c)								40

Total fair value of plan assets							$	120


	At December 31, 2021
	Level 1		Level 2		Level 3		Total
Asset Category
Interest-bearing cash	$	9	$	—	$	—	$	9
Equity securities:
U.S.		16		—		—		16
International		17		—		—		17
Fixed income securities:
Corporate bonds (a)		—		37		—		37
U.S. Treasuries		—		2		—		2
Other (b)		16		2		—		18

Total assets in the fair value hierarchy	$	58	$	41	$	—		99

Total assets measured at NAV (c)								47

Total fair value of plan assets							$	146

(a)	Substantially all corporate bonds are rated investment grade by Fitch, Moody’s or S&P.

(b)	Other consists primarily of diversified bond mutual funds.

(c)

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Expected Long-Term Rate of Return on Assets Assumption

The retirement plans’ strategic asset allocation is determined in conjunction with the plans’ advisors and utilizes a comprehensive Asset-Liability modeling approach to evaluate potential long-term outcomes of various investment strategies. The modeling incorporates long-term rate of return assumptions for each asset class based on historical and future expected asset class returns, current market conditions, rate of inflation, current prospects for economic growth, and taking into account the diversification benefits of investing in multiple asset classes and potential benefits of employing active investment management.


Pension Plans				OPEB Plans
Asset Class	Expected Long-Term Rate of Return			Asset Class	Expected Long-Term Rate of Return
International equity securities		7.83	%	401(h) accounts		7.37	%
U.S. equity securities		7.40	%	Life insurance VEBA		6.95	%
Real estate		4.80	%	Union VEBA		6.95	%
Credit strategies		7.00	%	Non-union VEBA		3.30	%
Fixed income securities		5.17	%	Shared retiree VEBA		3.30	%

Weighted average (a)		6.05	%	Weighted average		6.94	%

(a)	The 2023 expected long-term rate of return for the nonregulated portion of the Oncor Retirement Plan is 5.83%, and for Oncor’s obligations with respect to the Vistra Retirement Plan is 6.47%.

Significant Concentrations of Risk

The plans’ investments are exposed to risks such as interest rate, capital market and credit risks. We seek to optimize return on investment consistent with levels of liquidity and investment risk which are prudent and reasonable, given prevailing capital market conditions and other factors specific to participating employers. While we recognize the importance of return, investments will be diversified in order to minimize the risk of large losses unless, under the circumstances, it is clearly prudent not to do so. There are also various restrictions and guidelines in place including limitations on types of investments allowed and portfolio weightings for certain investment securities to assist in the mitigation of the risk of large losses.

Assumed Discount Rate

For the Oncor Retirement Plan at December 31, 2022, we selected the assumed discount rate using the Aon AA-AAA Bond Universe yield curve, which is based on corporate bond yields and at December 31, 2022 consisted of 1,138 corporate bonds with an average rating of AA and AAA using Moody’s, S&P and Fitch ratings. For Oncor’s obligations with respect to the Vistra Retirement Plan and the OPEB Plans at December 31, 2022, we selected the assumed discount rate using the Aon AA Above Median yield curve, which is based on corporate bond yields and at December 31, 2022 consisted of 504 corporate bonds with an average rating of AA using Moody’s, S&P and Fitch ratings.

Future Pension Plans and OPEB Plans Cash Contributions

Based on applicable minimum funding requirements and the latest actuarial projections, our future funding for the pension plans and the OPEB Plans, is expected to total $5 million and $22 million, respectively, in 2023 and approximately $356 million and $126 million, respectively, in the five-year period 2023 to 2027. We may also elect to make additional discretionary contributions based on market and/or business conditions.

Future Benefit Payments

Estimated future benefit payments to participants are as follows:


	2023		2024		2025		2026		2027		2028-32
Pension plans	$	176	$	180	$	184	$	186	$	186	$	925
OPEB Plans	$	45	$	47	$	48	$	48	$	49	$	242

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Thrift Plan

Our employees are eligible to participate in a qualified savings plan, the Oncor Thrift Plan, which is a participant-directed defined contribution plan subject to the provisions of ERISA and intended to qualify under Section 401(a) of the Code, and to meet the requirements of Code Sections 401(k) and 401(m). Under the plan, employees may contribute, through pre-tax salary deferrals and/or after-tax applicable payroll deductions, a portion of their regular salary or wages as permitted under law. Employer matching contributions are made in an amount equal to 100% of the first 6% of employee contributions for employees who are covered under the Cash Balance Formula of the Oncor Retirement Plan, and 75% of the first 6% of employee contributions for employees who are covered under the Traditional Retirement Plan Formula of the Oncor Retirement Plan. Employer matching contributions are made in cash and may be allocated by participants to any of the plan’s investment options. Our contributions to the Oncor Thrift Plan totaled $26 million, $24 million and $23 million for the years ended December 31, 2022, 2021 and 2020, respectively.

10. RELATED-PARTY TRANSACTIONS

The following represent our significant related-party transactions and related matters.

•

We are not a member of another entity’s consolidated tax group, but our owners’ federal income tax returns include their portion of our results. Under the terms of a tax sharing agreement among us, Oncor Holdings, Texas Transmission and STH, we are generally obligated to make payments to our owners, pro rata in accordance with their respective membership interests, in an aggregate amount that is substantially equal to the amount of federal income taxes that we would have been required to pay if we were filing our own corporate income tax return. STH will file a combined Texas margin tax return which includes our results and our share of Texas margin tax payments, which are accounted for as income taxes and calculated as if we were filing our own return. See discussion in Note 1 under “Provision in Lieu of Income Taxes.” Under the “in lieu of” tax concept, all in lieu of tax assets and tax liabilities represent amounts that will eventually be settled with our members. In the event such amounts are not paid under the tax sharing agreement, it is probable that these regulatory amounts will continue to be included in Oncor’s rate setting processes.

Amounts payable to (receivable from) members related to income taxes under the agreement and reported on our balance sheet consisted of the following:


	At December 31,
	2022						2021
	STH		Texas Transmission		Total		STH			Texas Transmission			Total
Federal income taxes payable (receivable)	$	14	$	4	$	18	$	(5	)	$	(1	)	$	(6	)
Texas margin tax payable		27		—		27		24			—			24

Net payable (receivable)	$	41	$	4	$	45	$	19		$	(1	)	$	18

Cash payments made to our members related to income taxes consisted of the following:


	Years Ended December 31,
	2022						2021						2020
	STH		Texas Transm.		Total		STH		Texas Transm.		Total		STH		Texas Transm.		Total
Federal income taxes	$	79	$	20	$	99	$	49	$	12	$	61	$	70	$	17	$	87
Texas margin taxes		24		—		24		23		—		23		22		—		22

Total payments	$	103	$	20	$	123	$	72	$	12	$	84	$	92	$	17	$	109

•

Pursuant to the PUCT order in Docket No. 48929 relating to Oncor’s 2019 acquisition of InfraREIT,Inc., we entered into an operation agreement with Sharyland under which we provide certain operations services to Sharyland at cost with no markup or profit. Sempra owns an indirect 50% interest in the parent of Sharyland. Sharyland provided wholesale transmission service to us in the amount of $11 million, $10 million and $13 million in the years ended December 31, 2022, 2021 and 2020, respectively. We provided substation monitoring and switching service to Sharyland in the amount of $639,000, $592,000 and $629,000 in the years ended December 31, 2022, 2021 and 2020, respectively.

•

We paid Sempra $103,000, $116,000 and $119,000 for the years ended December 31, 2022, 2021 and 2020, respectively, for tax consulting and related services.

See Notes 1, 4, and 8 for information regarding the tax sharing agreement and distributions to members.

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11. SUPPLEMENTARY FINANCIAL INFORMATION

Other Deductions and (Income)


	Years Ended December 31,
	2022			2021			2020
Professional fees	$	7		$	9		$	6
Recoverable Pension and OPEB - non-service costs		56			54			55
Non-recoverable pension and OPEB		2			3			4
Gain on sale of non-utility property		(12	)		(1	)		—
AFUDC - equity income		(36	)		(27	)		(29	)
Interest and investment loss (income) - net		2			(8	)		(4	)
Other		1			1			1

Total other deductions and (income) - net	$	20		$	31		$	33

Interest Expense and Related Charges


	Years Ended December 31,
	2022			2021			2020
Interest	$	453		$	415		$	413
Amortization of discount, premium and debt issuance costs		10			11			11
Less AFUDC - capitalized interest portion		(18	)		(13	)		(19	)

Total interest expense and related charges	$	445		$	413		$	405

Trade Accounts and Other Receivables

Trade accounts and other receivables reported on our balance sheet consisted of the following:


	At December 31,
	2022			2021
Gross trade accounts and other receivables	$	897		$	750
Allowance for uncollectible accounts		(13	)		(12	)

Trade accounts receivable - net	$	884		$	738

REP subsidiaries of our two largest customers collectively represented 23% and 20%, respectively, of the trade accounts receivable balance at December 31, 2022 and 22% and 21%, respectively, at December 31, 2021. No other customers represented 10% or more of the total trade accounts receivable balance.

Under a PUCT rule relating to the Certification of Retail Electric Providers, write-offs of uncollectible amounts owed by REPs are deferred as a regulatory asset.

Investments and Other Property

Investments and other property reported on our balance sheet consist of the following:


	At December 31,
	2022		2021
Assets related to employee benefit plans	$	123	$	133
Non-utility property - land		12		20
Other		2		2

Total investments and other property	$	137	$	155

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The majority of these assets represent cash surrender values of life insurance policies that are purchased to fund liabilities under deferred compensation plans. At December 31, 2022 and 2021, the face amount of these policies totaled $175 million and $198 million, respectively, and the net cash surrender values (determined using a Level 2 valuation technique) totaled $94 million and $99 million at December 31, 2022 and 2021, respectively. Changes in cash surrender value are netted against premiums paid. Other investment assets held to satisfy deferred compensation liabilities are recorded at market value.

Property, Plant and Equipment

Property, plant and equipment reported on our balance sheet consisted of the following:


	Composite Depreciation Rate/Average Life of Depreciable Plant at December 31, 2022		At December 31,
			2022		2021
Assets in service:
Distribution		2.5% / 39.6 years	$	17,226	$	15,994
Transmission		2.9% / 34.4 years		13,874		13,075
Other assets		5.9% / 17.0 years		2,156		1,960

Total				33,256		31,029
Less accumulated depreciation				9,054		8,659

Net of accumulated depreciation				24,202		22,370
Construction work in progress				953		557
Held for future use				48		27

Property, plant and equipment— net			$	25,203	$	22,954

Depreciation expense as a percent of average depreciable property approximated 2.7% for each of the years ended December 31, 2022 and 2021.

Intangible Assets

Intangible assets (other than goodwill) reported on our balance sheet as part of property, plant and equipment consisted of the following:


	At December 31, 2022						At December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Identifiable intangible assets subject to amortization:
Land easements	$	662	$	122	$	540	$	641	$	117	$	524
Capitalized software		1,183		441		742		1,066		451		615

Total	$	1,845	$	563	$	1,282	$	1,707	$	568	$	1,139

Aggregate amortization expense for intangible assets totaled $76 million, $50 million and $62 million for the years ended December 31, 2022, 2021 and 2020, respectively. At December 31, 2022, the weighted average remaining useful lives of capitalized land easements and software were 83 years and 9 years, respectively. The estimated aggregate amortization expense for each of the next five fiscal years is as follows:


Years	Amortization Expenses
2023	$	86
2024	$	85
2025	$	85
2026	$	85
2027	$	85

Goodwill totaling $4.740 billion was reported on our balance sheet at both December 31, 2022 and 2021. See Note 1 regarding goodwill impairment assessment and testing.

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Operating Lease and Other Obligations

Operating lease and other obligations reported on our balance sheet consisted of the following:


	At December 31,
	2022		2021
Operating lease liabilities (Notes 1 and 7)	$	131	$	133
Investment tax credits		3		4
Customer advances for construction—noncurrent		71		30
Other		70		64

Total operating lease and other obligations	$	275	$	231

Supplemental Cash Flow Information


	Years Ended December 31,
	2022			2021			2020
Cash payments related to:
Interest	$	441		$	409		$	406
Less capitalized interest		(18	)		(13	)		(19	)

Interest payments (net of amounts capitalized)	$	423		$	396		$	387


Amount in lieu of income taxes (a):
Federal	$	99		$	61		$	87
State		24			23			22

Total payments in lieu of income taxes	$	123		$	84		$	109


Noncash investing and financing activities:
Construction expenditures financed through accounts payable (investing) (b)	$	305		$	254		$	254
Transfer of title to assets constructed for and prepaid by LP&L (investing)	$	—		$	150		$	—
Debt exchange offering (financing)	$	—		$	—		$	300

(a)	See Note 10 for income tax related detail.

(b)	Represents end-of-period accruals.

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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
$600,000,000 aggregate principal amount of its 4.30% Senior Secured Notes due 2028		$600,000,000 aggregate principal amount of its 4.30% Senior Secured Notes due 2028

$800,000,000 aggregate principal amount of its 5.65% Senior Secured Notes due 2033		$800,000,000 aggregate principal amount of its 5.65% Senior Secured Notes due 2033

$400,000,000 aggregate principal amount of its 4.95% Senior Secured Notes due 2052		$400,000,000 aggregate principal amount of its 4.95% Senior Secured Notes due 2052

Until March 19, 2024, the date that is 90 days from the date of this prospectus, all dealers that effect transactions in these securities, whether or not participating in the exchange offers, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters with respect to their unsold allotments or subscriptions.

Oncor Electric Delivery 424B3Prospectus supplement