UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2024

― OR ―

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 333-100240

Oncor Electric Delivery Company LLC

(Exact name of registrant as specified in its charter)

Delaware	75-2967830
(State of organization)	(I.R.S. Employer Identification No.)
1616 Woodall Rodgers Fwy., Dallas, TX 75202	(214) 486-2000
(Address of principal executive offices) (Zip Code)	(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated filer ☒ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of May 7, 2024, 635,000,000 limited liability company membership interests of Oncor Electric Delivery Company LLC were outstanding, 80.25% of which were directly held by Oncor Electric Delivery Holdings Company LLC and 19.75% of which were held by Texas Transmission Investment LLC. None of the membership interests are publicly traded.

TABLE OF CONTENTS

	Page
GLOSSARY	3
PART I. FINANCIAL INFORMATION	6
Item 1. Financial Statements (Unaudited)	6
Condensed Statements of Consolidated Income — ‎Three Months Ended March 31, 2024 and 2023	6
Condensed Statements of Consolidated Comprehensive Income — ‎Three Months Ended March 31, 2024 and 2023	6
Condensed Statements of Consolidated Cash Flows — ‎Three Months Ended March 31, 2024 and 2023	7
Condensed Consolidated Balance Sheets — ‎March 31, 2024 and December 31, 2023	8
Notes to Condensed Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3. Quantitative and Qualitative Disclosures About Market Risk	48
Item 4. Controls and Procedures	52
PART II. OTHER INFORMATION	52
Item 1. Legal Proceedings	52
Item 1A. Risk Factors	52
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES	53
Item 3. Defaults Upon Senior Securities	53
Item 4. MINE SAFETY DISCLOSURES	53
Item 5. Other Information	53
Item 6. Exhibits	54
SIGNATURE	56

Oncor Electric Delivery Company LLC (Oncor) makes its filings with the Securities and Exchange Commission available to the public, free of charge, on Oncor’s website at http://www.oncor.com as soon as reasonably practicable after they have been filed with or furnished to the Securities and Exchange Commission. The information on Oncor’s website or available by hyperlink from its website shall not be deemed a part of, or incorporated by reference into, this Quarterly Report on Form 10-Q. The representations and warranties contained in any agreement that we have filed as an exhibit to, or incorporated by reference into, this Quarterly Report on Form 10-Q or that we have or may publicly file, or incorporate by reference, in the future may contain representations and warranties made by and to the parties thereto as of specific dates. Such 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.

This Quarterly Report on Form 10-Q and other Securities and Exchange Commission filings of Oncor occasionally make references to Oncor (or “we,” “our,” “us,” or “the company”) when describing actions, rights or obligations of Oncor and/or its subsidiaries. These references reflect the fact that the subsidiaries are consolidated with Oncor for financial reporting purposes. However, these references should not be interpreted to imply that Oncor is actually undertaking the action or has the rights or obligations of any subsidiary or that any subsidiary company is undertaking an action or has the rights or obligations of its parent company or of any other affiliate.

2

GLOSSARY

When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below.
$2B Credit Facility	Refers to the unsecured $2 billion 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, maturing on November 9, 2028
$500M Credit Facility	Refers to the unsecured $500 million revolving credit agreement, dated as of February 21, 2024, among Oncor, as borrower, the lenders from time-to-time party thereto, and Wells Fargo Bank, National Association, as administrative agent, maturing on February 21, 2027
2023 Form 10-K	Oncor’s Annual Report on Form 10-K for the year ended December 31, 2023
AFUDC	Allowance for funds used during construction
AOCI	Accumulated other comprehensive income (loss)
AR Facility	Refers to the accounts receivable facility entered into by Oncor on April 28, 2023, providing for the contribution of certain accounts receivable and certain other related rights to Receivables LLC, which, in turn, obtains loans secured by the receivables from various third-party lenders, as amended, maturing on April 28, 2027
ASC	Accounting Standards Codification
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
Credit Facilities	Refers collectively to the $2B Credit Facility and the $500M Credit Facility
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 LLC 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

3

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
FERC	U.S. Federal Energy Regulatory Commission
Fitch	Fitch Ratings, Inc. (a credit rating agency)
GAAP	Generally accepted accounting principles of the U.S.
I.R.S.	U.S. Internal Revenue Service
kWh	Kilowatt-hours
LLC 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
Moody’s	Moody’s Investors Service, Inc. (a credit rating agency)
NERC	North American Electric Reliability Corporation
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 employees of Oncor and certain former affiliated companies 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
S&P	S&P Global Ratings, a division of S&P Global Inc. (a credit rating agency)
Sempra	Sempra, a California corporation
Sempra Acquisition	Refers to the 2018 transactions pursuant to which Sempra indirectly acquired approximately 80% of Oncor’s membership interests
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)

4

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
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

‎

5

PART I. FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

ONCOR ELECTRIC DELIVERY COMPANY LLC

CONDENSED STATEMENTS OF CONSOLIDATED INCOME

(Unaudited)

	Three Months Ended March 31,
	2024		2023
	(dollars in millions)
Operating revenues (Note 3)	$	1,458	$	1,292
Operating expenses:
Wholesale transmission service		351		321
Operation and maintenance		299		263
Depreciation and amortization		257		240
Provision in lieu of income taxes (Note 9)		47		27
Taxes other than amounts related to income taxes		144		145
Write-off of rate base disallowances		-		55
Total operating expenses		1,098		1,051
Operating income		360		241
Other (income) and deductions – net (Note 10)		(14)		7
Non-operating benefit in lieu of income taxes		(1)		(6)
Interest expense and related charges (Note 10)		150		123
Write-off of non-operating rate base disallowances		-		14
Net income	$	225	$	103

See Notes to Condensed Consolidated Financial Statements.

CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended March 31,
	2024		2023
	(dollars in millions)
Net income	$	225	$	103
Other comprehensive income (loss):
Cash flow hedges – amount reclassified from AOCI and reported in interest expense and related charges (net of tax)		1		1
Defined benefit pension plans (Notes 2, 7 and 8)		-		(20)
Total other comprehensive income (loss)		1		(19)
Comprehensive income	$	226	$	84

See Notes to Condensed Consolidated Financial Statements.
‎

6

ONCOR ELECTRIC DELIVERY COMPANY LLC

CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS

(Unaudited)

	Three Months Ended March 31,
	2024		2023
	(dollars in millions)
Cash flows – operating activities:
Net income	$	225	$	103
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization, including regulatory amortization		299		260
Write-off of rate base disallowances		-		69
Provision in lieu of deferred income taxes – net		20		-
Changes in operating assets and liabilities:
Accounts receivable		6		70
Inventories		(14)		(18)
Accounts payable – trade		(6)		32
Regulatory assets – deferred revenues (Note 2)		(6)		(38)
Regulatory assets – self-insurance reserve (Note 2)		(11)		(104)
Other assets and liabilities		(49)		(113)
Cash provided by operating activities		464		261
Cash flows – financing activities:
Issuances of senior secured notes (Note 5)		-		352
Borrowings under term loans		-		775
Repayments under term loans		-		(100)
Borrowings under AR Facility (Note 5)		300		-
Borrowings under $500M Credit Facility (Note 5)		500		-
Net change in short-term borrowings (Note 4)		(282)		(198)
Contributions from members (Note 7)		240		106
Distributions to members (Note 7)		(125)		(106)
Debt discount, financing and reacquisition costs – net		(2)		(3)
Cash provided by financing activities		631		826
Cash flows – investing activities:
Capital expenditures		(1,109)		(977)
Sales tax audit settlement refund (Note 6)		56		-
Other – net		11		12
Cash used in investing activities		(1,042)		(965)
Net change in cash, cash equivalents and restricted cash		53		122
Cash, cash equivalents and restricted cash – beginning balance		151		98
Cash, cash equivalents and restricted cash – ending balance	$	204	$	220

See Notes to Condensed Consolidated Financial Statements.

‎

7

ONCOR ELECTRIC DELIVERY COMPANY LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	At March 31,		At December 31,
	2024		2023
	(dollars in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	53	$	19
Restricted cash, current (Note 1)		34		24
Accounts receivable – net (Note 10)		945		944
Amounts receivable from members related to income taxes (Note 9)		-		4
Materials and supplies inventories – at average cost		355		341
Prepayments and other current assets		127		101
Total current assets		1,514		1,433
Restricted cash, noncurrent (Note 1)		117		108
Investments and other property (Note 10)		167		158
Property, plant and equipment – net (Note 10)		28,837		28,057
Goodwill (Note 1)		4,740		4,740
Regulatory assets (Note 2)		1,518		1,556
Right-of-use operating lease and other assets (Note 6)		146		142
Total assets	$	37,039	$	36,194
LIABILITIES AND MEMBERSHIP INTERESTS
Current liabilities:
Short-term borrowings (Note 4)	$	-	$	282
Long-term debt, current (Note 5)		317		-
Accounts payable – trade		605		600
Amounts payable to members related to income taxes (Note 9)		51		27
Accrued taxes other than amounts related to income		99		261
Accrued interest		184		117
Operating lease and other current liabilities (Note 6)		330		338
Total current liabilities		1,586		1,625
Long-term debt, noncurrent (Note 5)		13,782		13,294
Liability in lieu of deferred income taxes (Note 9)		2,360		2,320
Regulatory liabilities (Note 2)		2,982		3,000
Employee benefit plan obligations (Note 8)		1,435		1,442
Operating lease and other obligations (Notes 6 and 10)		345		305
Total liabilities		22,490		21,986
Commitments and contingencies (Note 6)
Membership interests (Note 7):
Capital account – number of units outstanding at March 31, 2024 and December 31, 2023 – 635,000,000		14,728		14,388
Accumulated other comprehensive loss		(179)		(180)
Total membership interests		14,549		14,208
Total liabilities and membership interests	$	37,039	$	36,194

See Notes to Condensed Consolidated Financial Statements.

‎

8

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 is only one reportable segment.

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 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. 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 in the Sempra Acquisition. That transaction was approved by the PUCT in the Sempra Order, which order outlines certain ring-fencing measures, governance mechanisms and restrictions that apply to Oncor Holdings and Oncor 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 LLC Agreement requires PUCT approval of certain revisions to the 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 LLC Agreement require that the board of directors of Oncor consist of thirteen members, constituted as follows:

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

9

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;

two members designated by Sempra (through Oncor Holdings);

two members designated by Texas Transmission; and

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

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 LLC Agreement to ring-fence Oncor from its owners include, among others:

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;

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;

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;

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;

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;

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

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

10

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.

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 2023 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 and other factors.

Our condensed consolidated financial statements have been prepared in accordance with GAAP governing rate-regulated operations. 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. 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

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 during the period. These estimates include, but are not limited to, the effects of regulation; recovery of long-lived assets; certain assumptions made in accounting for pension and OPEB; asset retirement obligations; income and other taxes; valuation of certain financial assets and liabilities; and accounting for contingencies. 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.

Accounting for the Effects of Certain Types of Regulation

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. See Note 2 for more information regarding regulatory assets and liabilities.

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

11

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 AOCI and are reclassified into net income as the interest expense on the related debt affects net income.

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

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.

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.

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 Condensed Consolidated Balance Sheets to the sum of such amounts reported on the Condensed Statements of Consolidated Cash Flows:

	At March 31,		At December 31,
	2024		2023
Cash, cash equivalents and restricted cash
Cash and cash equivalents	$	53	$	19
Restricted cash, current (a)		34		24
Restricted cash, noncurrent (a)		117		108
Total cash, cash equivalents and restricted cash on the Condensed Statements of Consolidated Cash Flows	$	204	$	151

____________

(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 separate escrow accounts.

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.

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Accounting Standards Updates (ASU)

ASU 2023-07 Segment reporting (ASC 280)

In November 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-07, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU requires that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to an entity's chief operating decision maker (CODM), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. A public entity that has a single reportable segment is also required to provide all the disclosures required by this ASU and all existing segment disclosures in ASC 280.

Annual disclosures are required for fiscal years beginning after December 15, 2023. Interim disclosures are required for periods within fiscal years beginning after December 15, 2024. Retrospective application is required for all prior periods presented, and early adoption is permitted. We plan to adopt the standard on December 31, 2024 and as a result expect to provide enhanced disclosures about segment information.

ASU 2023-09 Improvements to Income Tax Disclosures (ASC 740)

In December 2023, the FASB issued ASU 2023-09, which expands income tax disclosure requirements to include additional information related to the rate reconciliation of our effective tax rates to statutory rates, as well as additional disaggregation of taxes paid. This ASU also removed disclosures related to certain unrecognized tax benefits and deferred taxes. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. This ASU may be applied prospectively or retrospectively, and early adoption is permitted. We plan to adopt the standard on December 31, 2025 and are currently evaluating the effect of the standard on our financial reporting.

All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.

2. REGULATORY MATTERS

Regulatory Proceedings

System Resiliency Plan (PUCT Docket No. 56545)

On May 6, 2024, we filed a system resiliency plan for PUCT approval pursuant to recently enacted Texas House Bill 2555 and related rules promulgated by the PUCT. The system resiliency plan requests approval of approximately $2.9 billion in capital expenditures and $520 million in operation and maintenance expenses over a three-year period to enhance the resiliency of our transmission and distribution system. The three-year period will commence upon PUCT approval of the plan, but is anticipated to be for the years 2025 through 2027. The system resiliency plan proposes various measures to address certain resiliency events, including extreme weather, wildfires, physical security threats, and cybersecurity threats. The statute provides that the PUCT will review and approve, modify, or deny a filed plan within 180 days. We cannot predict the outcome of the proceeding. To the extent our system resiliency plan is approved by the PUCT, we intend to recover distribution-related costs through our interim DCRF rate adjustment, with the unrecovered distribution-related operation and maintenance expenses, depreciation expenses and return on the capital to be recognized as a regulatory asset.

Capital Trackers

Interim DCRF and TCOS rate adjustments, also known as capital trackers, allow us to recover, subject to reconciliation, the cost of certain distribution and transmission investments, respectively, before the investments are considered for prudency in a comprehensive base rate review. Under PUCT rules, we can file up to two interim DCRF rate adjustment applications in a calendar year for certain distribution-related investments and up to two interim TCOS rate adjustment applications in a calendar year to reflect changes in certain transmission-related investments. These interim rate applications are subject to a regulatory proceeding and PUCT approval. Investments included in these capital trackers are also subject to prudence review by the PUCT in the next comprehensive base

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rate review following such adjustments, with a potential for the PUCT to also order refunds of previously collected amounts if a particular investment is found to be imprudent or inappropriately included in an interim rate adjustment.

TCOS revenues are also impacted by transmission billing units, which are updated annually effective January 1 each year to reflect certain changes in average ERCOT-wide peak electricity demand occurring during the previous calendar year.

During the three months ended March 31, 2024, Oncor filed the following interim rate update applications with the PUCT:

Filing Type	PUCT Docket No.	Investment Through	Filed	Effective Date	Annual Revenue Impact (a)
DCRF	56306	December 2023 (b)	March 2024	(c)	$	81 (c)

____________

(a)Annual revenue impact represents the incremental annual revenue impact, after taking into account revenue effects of prior applicable rate adjustments.

(b)Reflects distribution and functionalized distribution-related capital investments generally put into service during the period from July 1, 2023 through December 31, 2023.

(c)The 2024 third quarter-expected effective date and annual revenue impact are pending PUCT approval.

Comprehensive Base Rate Review (PUCT Docket No. 53601)

In April 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 in May 2023. In June 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 in May 2023. In September 2023, we filed an appeal in Travis County District Court. The appeal sought judicial review of certain of the order on rehearing’s rate base disallowances (the acquisition premium and its associated amortization costs relating to certain plant facilities acquired by Oncor in 2019, as well as certain of the employee benefit and compensation-related costs that we had previously capitalized) and related expense effects of those disallowances. On February 22, 2024, the court dismissed the appeal for lack of jurisdiction. On March 22, 2024, we appealed that ruling to the Third Court of Appeals in Texas.

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.

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The following table presents components of our regulatory assets and liabilities and their remaining recovery periods in effect at March 31, 2024.

	Remaining Rate Recovery/Amortization Period in Effect
	At March 31, 2024	At March 31, 2024		At December 31, 2023
Regulatory assets:
Employee retirement liability (a)(b)(c)	To be determined	$	189	$	189
Employee retirement costs being amortized	4 years		86		94
Employee retirement costs incurred since the last comprehensive base rate review periods (b)	To be determined		70		70
Self-insurance reserve (primarily storm recovery costs) being amortized	4 years		425		454
Self-insurance reserve incurred since the last comprehensive base rate review periods (primarily storm related) (b)	To be determined		449		438
Debt reacquisition costs	Lives of related debt		9		10
Under-recovered advanced metering system costs being amortized	4 years		77		83
Energy efficiency program performance bonus (a)	Approximately 1 year		16		21
Wholesale distribution substation service costs being amortized	4 years		62		65
Wholesale distribution substation service costs incurred since the last comprehensive base rate review periods (b)	To be determined		28		28
Expenses related to COVID-19 being amortized	4 years		28		30
Unrecovered expenses related to COVID-19 incurred since the last comprehensive base rate review periods (b)	To be determined		2		2
Recoverable deferred income taxes	Various		41		38
Uncollectible payments from REPs	Various		7		7
Other regulatory assets	Various		29		27
Total regulatory assets			1,518		1,556
Regulatory liabilities:
Estimated net removal costs	Lives of related assets		1,539		1,519
Excess deferred taxes	Primarily over lives of related assets		1,295		1,311
Over-recovered wholesale transmission service expense (a)	Approximately 1 year		36		64
Unamortized gain on reacquisition of debt	Lives of related debt		24		25
Employee retirement costs over-recovered being refunded	4 years		22		23
Employee retirement costs over-recovered since the last comprehensive base rate review periods (b)	To be determined		39		39
Other regulatory liabilities	Various		27		19
Total regulatory liabilities			2,982		3,000
Net regulatory (liabilities) assets		$	(1,464)	$	(1,444)

____________

(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.

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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 as prescribed by the related tariff. We recognize revenue for the amounts that have been invoiced or 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.

Reconcilable Tariffs

The PUCT has designated certain tariffs (primarily TCRF, EECRF, rate case expense riders 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 collect regulatory assets or refund regulatory liabilities.

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.

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Disaggregation of Revenues

The following table reflects electric delivery revenues disaggregated by tariff:

	Three Months Ended March 31,
	2024		2023
Operating revenues
Revenues contributing to earnings:
Distribution base revenues
Residential (a)	$	329	$	243
Large commercial & industrial (b)		305		270
Other (c)		29		38
Total distribution base revenues		663		551
Transmission base revenues (TCOS revenues)
Billed to third-party wholesale customers		262		250
Billed to REPs serving Oncor distribution customers, through TCRF		144		141
Total TCOS revenues		406		391
Other miscellaneous revenues		24		17
Total revenues contributing to earnings		1,093		959
Revenues collected for pass-through expenses:
TCRF – third-party wholesale transmission service		351		321
EECRF and other revenues		14		12
Total revenues collected for pass-through expenses		365		333
Total operating revenues	$	1,458	$	1,292

__________

(a)Distribution base revenues from residential customers are generally based on actual monthly consumption (kWh).

(b)Depending on size and annual load factor, distribution base revenues from large commercial & industrial customers 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.

(c)Includes distribution base revenues from small business customers whose billing is generally based on actual monthly consumption (kWh), lighting sites and other miscellaneous distribution base revenues.

Customers

At March 31, 2024, our distribution business customers primarily consisted of over 100 REPs that sell electricity we distribute to end-use consumers in our certificated service area. The majority of consumers of the electricity we deliver through our distribution business are free to choose their electricity supplier from REPs who compete for their business. Our network transmission 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 three months ended March 31, 2024. No other customer represented more than 10% of our total operating revenues during such period.

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.

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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.

4. SHORT-TERM BORROWINGS

The following table reflects our outstanding short-term borrowings and available unused credit under the $2B Credit Facility and CP Program at March 31, 2024 and December 31, 2023:

	At March 31,		At December 31,
	2024		2023
$2B Credit Facility borrowing capacity	$	2,000	$	2,000
$2B Credit Facility outstanding borrowings		-		-
Commercial paper outstanding (a)		-		(282)
Total available unused credit	$	2,000	$	1,718

____________

(a)The weighted average interest rate for CP Notes was 5.54% at December 31, 2023. All outstanding CP Notes at December 31, 2023 had maturity dates of less than one year.

$2B Credit Facility

The $2B Credit Facility has a borrowing capacity of $2.0 billion. We have the option to request an increase in our borrowing capacity of up to $400 million in $100 million minimum increments, subject to certain conditions, including lender approvals. Borrowings under the $2B Credit Facility, if any, are classified as short-term on the balance sheet.

Borrowings under the $2B 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 the case of clauses (1) through (3), an applicable margin of between 0.00% and 0.50%, depending on certain credit ratings assigned to our debt. The $2B Credit Facility also provides for an alternative rate of interest upon the occurrence of certain events related to the current rate of interest benchmark.

A commitment fee is payable quarterly in arrears and upon termination or commitment reduction at a rate per annum equal to between 0.075% and 0.225%, depending on certain credit ratings assigned to us, of the commitments under the $2B Credit Facility. Letter of credit fees under the $2B 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 $2B 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 $2B Credit Facility includes sustainability-linked pricing metrics related to specific environmental and employee health and safety sustainability objectives. The $2B 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 facility. The maximum pricing adjustment in any given year is +/- 0.01% on the commitment fee and +/- 0.05% on the applicable margin.

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The $2B 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.

The $2B 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 $2B 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

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 issuance) 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. The CP Program obtains liquidity support from the $2B Credit Facility discussed above. We may utilize either the CP Program or the $2B Credit Facility, at our option, to meet our funding needs.

‎

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5. LONG-TERM DEBT

At March 31, 2024, our long-term debt consisted of fixed rate senior secured notes, variable rate secured debt borrowed under our AR Facility and variable rate unsecured debt borrowed under the $500M Credit Facility.

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 “AR Facility” below for additional information. Amounts borrowed under the $500M Credit Facility are unsecured. See “$500M Credit Facility” below for additional information.

At March 31, 2024 and December 31, 2023, our long-term debt consisted of the following:

	At March 31,		At December 31,
	2024		2023
Fixed Rate Senior Secured Notes:
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		200
4.30% Senior Notes due May 15, 2028		600		600
3.70% Senior Notes due November 15, 2028		650		650
5.75% Senior Notes due March 15, 2029		318		318
2.75% Senior Notes due May 15, 2030		700		700
5.34% Senior Notes, Series D, due May 1, 2031		100		100
7.00% Senior Notes due May 1, 2032		494		494
4.15% Senior Notes due June 1, 2032		400		400
4.55% Senior Notes due September 15, 2032		700		700
7.25% Senior Notes due January 15, 2033		323		323
5.65% Senior Notes due November 15, 2033		800		800
5.45% Senior Notes, Series E, due May 1, 2036		100		100
7.50% Senior Notes due September 1, 2038		300		300
5.25% Senior Notes due September 30, 2040		475		475
4.55% Senior Notes due December 1, 2041		400		400
5.30% Senior Notes due June 1, 2042		348		348
3.75% Senior Notes due April 1, 2045		550		550
3.80% Senior Notes due September 30, 2047		325		325
4.10% Senior Notes due November 15, 2048		450		450
3.80% Senior Notes due June 1, 2049		500		500
3.10% Senior Notes due September 15, 2049		700		700
3.70% Senior Notes due May 15, 2050		400		400
2.70% Senior Notes due November 15, 2051		500		500
4.60% Senior Notes due June 1, 2052		400		400
4.95% Senior Notes due September 15, 2052		900		900
5.35% Senior Notes due October 1, 2052		300		300
Total fixed rate senior secured notes		13,445		13,445
Variable Rate Secured Debt:
AR Facility due April 28, 2027		300		-
Variable Rate Unsecured Debt:

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$500M Credit Facility due February 21, 2027		500		-
Total long-term debt		14,245		13,445
Unamortized discount, premium and debt issuance costs		(146)		(151)
Less long-term debt, current (a)		(317)		-
Long-term debt, noncurrent	$	13,782	$	13,294

___________

(a)In accordance with ASC 470-10 “Debt”, our ability to refinance $183 million of the $500 million aggregate principal amount of our 2.75% Senior Notes due June 1, 2024 on a long-term basis as of March 31, 2024, through the available capacity of our AR Facility, and our intent to refinance such notes on a long-term basis, results in $183 million being classified as long-term debt, noncurrent.

Deed of Trust

Our long-term senior secured notes are secured equally and ratably by a first priority lien on all property acquired or constructed by us for use in our electricity transmission and distribution business, subject to certain exceptions. The property is mortgaged under the Deed of Trust. The Deed of Trust permits us to secure indebtedness with the lien of the Deed of Trust up to the aggregate of (i) the amount of available bond credits, and (ii) 85% of the lower of the fair value or cost of certain property additions that could be certified to the Deed of Trust collateral agent.

AR Facility

In April 2023, we and our bankruptcy-remote special purpose entity Receivables LLC, a wholly-owned subsidiary of Oncor, established the AR Facility, a revolving accounts receivable securitization facility. Under the terms of the AR Facility, Oncor sells or contributes all of its existing and future accounts receivable from REPs and certain related rights to Receivables LLC as contemplated by the terms of the AR Facility. Receivables LLC then pledges those REP receivables and related rights to the lenders under the AR Facility as collateral for borrowings. Oncor serves as servicer of the AR Facility and receives a fee from Receivables LLC equal to 1.00% per annum of the aggregate unpaid balance of receivables as of the last day of each settlement period.

Receivables LLC’s sole business consists of the purchase or acceptance through capital contributions of the receivables and related rights from Oncor and the subsequent retransfer of or granting of a security interest in such receivables and related rights to the administrative agent for the benefit of the lenders pursuant to the receivables financing agreement. Receivables LLC is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to have amounts owed to them be satisfied out of Receivables LLC’s assets prior to any assets or value in Receivables LLC becoming available to Receivables LLC’s equity holder. The assets of Receivables LLC are not available to pay creditors of Oncor or any affiliate thereof.

Receivables LLC is considered a VIE. See Note 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 or (ii) the amount calculated based on the outstanding balance of eligible receivables held as collateral at a particular time, subject to certain reserves, concentration limits, and other limitations. Borrowings under the AR Facility bear interest at the daily cost of asset-backed commercial paper issued by the conduit lenders to fund the loans, plus related dealer commissions and note issuance costs, or, if funded by the committed lenders, a rate per annum equal to SOFR calculated based on term SOFR for a one-month interest period, plus the SOFR Adjustment. Receivables LLC also pays a used and unused fee in connection with the AR Facility.

At March 31, 2024, the borrowing base for the AR Facility was $483 million and $300 million 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

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due, Receivables LLC becomes insolvent or subject to bankruptcy proceedings or certain judicial judgments or breaches of certain representations and warranties and covenants. On April 26, 2024, the scheduled termination date of the AR Facility was extended by one year from April 28, 2026 to April 28, 2027. Taking into account the extension, the AR Facility will terminate at the earlier of (i) the scheduled termination date of April 28, 2027, (ii) the date on which the termination date is declared or deemed to have occurred upon the exercise of remedies by the administrative agent, or (iii) the date that is 30 days after notice of termination is provided by Receivables LLC. Subject to the consent of the administrative agent and the lenders, Receivables LLC may, 30 days prior to each anniversary date of the receivables financing agreement, extend the AR Facility in one-year increments subject to lender approvals.

$500M Credit Facility

On February 21, 2024, we entered into an unsecured revolving $500M Credit Facility. The $500M Credit Facility has a borrowing capacity of $500 million and a maturity date of February 21, 2027. The $500M Credit Facility gives us the option to request an increase in our borrowing capacity of up to $500 million in $100 million minimum increments, subject to certain conditions, including lender approvals. The $500M Credit Facility also provides us with the option to request that each lender extend the term of its commitment for up to two additional one-year periods, subject to certain conditions, including lender approvals.

Borrowings under the $500M Credit Facility bear interest at a per annum rate equal to, at our option, (i) term SOFR for the interest period relevant to such borrowing, plus the SOFR Adjustment, plus an applicable margin of between 0.875% and 1.50%, depending on certain credit ratings assigned to us, or (ii) an alternate base rate (equal to the greatest of (1) the prime rate publicly announced from time to time by the administrative agent as its prime rate, (2) the federal funds effective rate, plus 0.50%, and (3) term SOFR for a one-month interest period on such date, plus the SOFR Adjustment, plus 1.0%), plus, in the case of clauses (1) through (3), an applicable margin of between 0.00% and 0.50%, depending on certain credit ratings assigned to our debt. The $500M Credit Facility also provides for an alternative rate of interest upon the occurrence of certain events related to the current rate of interest benchmark.

A commitment fee is payable quarterly in arrears and upon termination or commitment reduction at a rate per annum equal to between 0.075% and 0.625% of the commitments under the $500M Credit Facility, depending on certain credit ratings assigned to us and the utilization percentage. The utilization percentage is determined by dividing the aggregate principal amount of loans outstanding under the $500M Credit Facility by the total commitments.

At March 31, 2024, $500 million aggregate borrowings were outstanding under the $500M Credit Facility.

Long-Term Debt-Related Activity in the Three Months ended March 31, 2024

AR Facility

On January 30, 2024, we borrowed $300 million aggregate principal amount under the AR Facility. The proceeds of the borrowing were used for general corporate purposes, including to repay outstanding CP Notes.

$500M Credit Facility

On February 28, 2024 and March 28, 2024, we borrowed $220 million aggregate principal amount and $280 million aggregate principal amount, respectively, under the $500M Credit Facility. The proceeds of the borrowings were used for general corporate purposes, including to repay outstanding CP Notes.

Long-Term Debt-Related Activity after March 31, 2024

Senior Secured Notes

On April 24, 2024, we issued $100 million aggregate principal amount of 5.00% Senior Secured Notes, Series F, due May 1, 2029 (Series F Notes) and $50 million aggregate principal amount of 5.49% Senior Secured Notes,

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Series G, due May 1, 2054 (Series G Notes, and together with the Series F Notes, the 2024 NPA Notes). The 2024 NPA Notes were issued pursuant to the Note Purchase Agreement, dated March 27, 2024, between Oncor and the purchasers named therein (2024 NPA).

We used the proceeds from the sale of the 2024 NPA Notes for general corporate purposes, including to repay outstanding CP Notes.

The Series F Notes bear interest at a rate of 5.00% per annum and mature on May 1, 2029. The Series G Notes bear interest at a rate of 5.49% per annum and mature on May 1, 2054. Interest on the 2024 NPA Notes will be payable semi-annually on May 1 and November 1, beginning November 1, 2024. Prior to April 1, 2029 in the case of the Series F Notes and November 1, 2053 in the case of the Series G Notes, we may redeem such notes at any time, in whole or in part, at a price equal to 100% of their principal amount, plus accrued and unpaid interest and a “make-whole” premium. On and after April 1, 2029 in the case of the Series F Notes and November 1, 2053 in the case of the Series G Notes, we may redeem such notes at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of such notes, plus accrued and unpaid interest.

The 2024 NPA also contains customary covenants, restricting, subject to certain exceptions, us from, among other things, entering into mergers and consolidations, and sales of substantial assets. In addition, the 2024 NPA requires that we maintain a consolidated senior debt to consolidated total capitalization ratio of no greater than 0.65 to 1.00 and observe certain customary reporting requirements and other affirmative covenants.

The 2024 NPA contains customary events of default, including the failure to pay principal or interest on the 2024 NPA Notes when due, among others. If any such event of default occurs and is continuing, among other remedies provided in the 2024 NPA, the outstanding principal of the 2024 NPA Notes may be declared due and payable.

AR Facility

On April 29, 2024, we borrowed an additional $100 million aggregate principal amount under the AR Facility. The proceeds of the borrowing were used for general corporate purposes, including to repay outstanding CP Notes.

Fair Value of Long-Term Debt

At March 31, 2024 and December 31, 2023, the estimated fair value of our long-term debt (including current maturities) totaled $13.253 billion and $12.798 billion, respectively, and the carrying amount totaled $14.099 billion and $13.294 billion, respectively. The fair value is estimated using observable market data, representing Level 2 valuations under accounting standards related to the determination of fair value.

6. COMMITMENTS AND CONTINGENCIES

Legal/Regulatory Proceedings

See Note 2 for information regarding certain regulatory 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. See Notes 1 and 2 above and Note 7 to Consolidated Financial Statements in our 2023 Form 10-K for additional information regarding our legal and regulatory proceedings.

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 March 31, 2024, we had $4 million in GAAP operating leases for temporary emergency electric energy facilities that are treated as capital leases (referred to as finance leases under current accounting literature) solely for rate-making purposes as required by PURA. We generally recognize operating lease costs on a straight-line basis over the lease term in operating

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expenses. We are not a lessor to any material lease contracts. See Note 7 to Consolidated Financial Statements in our 2023 Form 10-K for additional information on leases.

As of March 31, 2024, there was a 15-year operating lease contract we entered into in December 2023 that is scheduled to commence in the second half of 2024. The estimated $64 million present value of the lease obligation is not yet recorded on the Condensed Consolidated Balance Sheets.

Sales and Use Tax Audits

We are subject to sales and use tax audits in the normal course of business. As of March 31, 2024, the Texas State Comptroller’s office was conducting two sales and use tax audits for audit periods covering July 2013 through December 2017 and January 2018 through December 2022. While the outcome of these ongoing audits is uncertain, based on our analysis, we do not expect the ultimate resolution of these ongoing audits will have a material adverse effect on our financial position, results of operations, or cash flows.

In January 2024, we reached a final settlement agreement with the Texas State Comptroller’s office for the sales and use tax audit for the January 2010 through June 2013 audit period that resulted in a $63 million refund, net of consulting fees. The effects of the net settlement recorded in the first quarter of 2024 reflect a $53 million reduction in property, plant and equipment in the Condensed Consolidated Balance Sheets related to sales tax previously capitalized and a $10 million decrease in operation and maintenance expense in the Condensed Statements of Consolidated Income related to sales tax previously expensed.

7. MEMBERSHIP INTERESTS

Contributions

We received cash contributions from our members of $240 million on May 3, 2024. In the three months ended March 31, 2024, we received the following cash contributions from our members:

Receipt Date	Amount
February 16, 2024	$	240

Distributions

The Sempra Order and our LLC 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 our debt-to-equity ratio authorized by the PUCT. 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.

Our current authorized regulatory capital structure is 57.5% debt to 42.5% equity. 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. At March 31, 2024, our regulatory capitalization was 56.5% debt to 43.5% equity and as a result we had $458 million available to distribute to our members.

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On April 30, 2024, our board of directors declared a cash distribution of $126 million, which was paid to our members on May 1, 2024. In the three months ended March 31, 2024, our board of directors declared, and we paid, the following cash distributions to our members:

Declaration Date	Payment Date	Amount
February 14, 2024	February 15, 2024	$	125

Membership Interests

The following tables present the changes to membership interests during the three months ended March 31, 2024 and 2023, net of tax:

	Capital Account		AOCI		Total Membership Interests
Balance at December 31, 2023	$	14,388	$	(180)	$	14,208
Net income		225		-		225
Contributions from members		240		-		240
Distributions to members		(125)		-		(125)
Cash flow hedges – amount reclassified from AOCI and reported in interest expense and related charges (net of tax)		-		1		1
Balance at March 31, 2024	$	14,728	$	(179)	$	14,549

Balance at December 31, 2022	$	13,624	$	(162)	$	13,462
Net income		103		-		103
Contributions from members		106		-		106
Distributions to members		(106)		-		(106)
Cash flow hedges – amount reclassified from AOCI and reported in interest expense and related charges (net of tax)		-		1		1
Defined benefit pension plans (a)		-		(20)		(20)
Balance at March 31, 2023	$	13,727	$	(181)	$	13,546

____________

(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).

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AOCI

The following table presents the changes to AOCI for the three months ended March 31, 2024 and 2023, net of tax:

	Cash Flow Hedges – Interest Rate Swaps		Defined Benefit Pension and OPEB Plans		Total AOCI
Balance at December 31, 2023	$	(34)	$	(146)	$	(180)
Cash flow hedges – amount reclassified from AOCI and reported in interest expense and related charges (net of tax)		1		-		1
Balance at March 31, 2024	$	(33)	$	(146)	$	(179)
Balance at December 31, 2022	$	(34)	$	(128)	$	(162)
Defined benefit pension plans (a)		-		(20)		(20)
Cash flow hedges – amount reclassified from AOCI and reported in interest expense and related charges (net of tax)		1		-		1
Balance at March 31, 2023	$	(33)	$	(148)	$	(181)

____________

(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 maintain a supplemental retirement plan for certain employees whose retirement benefits cannot be fully earned under the qualified retirement plans. See Note 9 to Consolidated Financial Statements in our 2023 Form 10-K for additional information regarding pension plans.

OPEB Plans

We currently sponsor two OPEB plans. One plan covers eligible current and future retirees whose services are 100% assigned to Oncor (or a predecessor regulated utility business). Effective January 1, 2018, we established a second plan to cover eligible retirees of Oncor and Vistra (or their predecessors or affiliates) whose employment services were assigned to both Oncor (or a predecessor regulated utility business) and the non-regulated business of Vistra. Vistra is solely responsible for its portion of the liability for retiree benefits related to those retirees. See Note 9 to Consolidated Financial Statements in our 2023 Form 10-K for additional information.

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Pension and OPEB Costs

Our net costs related to pension plans and the OPEB Plans for the three months ended March 31, 2024 and 2023, were comprised of the following:

	Three Months Ended March 31,
	2024		2023
Components of net pension costs:
Service cost	$	6	$	6
Interest cost (a)		30		31
Expected return on assets (a)		(29)		(32)
Amortization of net loss (a)		1		1
Net pension costs		8		6
Net adjustments (b)		(2)		4
Net pension costs recognized as operation and maintenance expense or other deductions	$	6	$	10
Components of net OPEB costs:
Service cost	$	1	$	1
Interest cost (a)		8		8
Expected return on assets (a)		(2)		(2)
Amortization of net loss (a)		(2)		(8)
Net OPEB costs		5		(1)
Net adjustments (b)		(3)		9
Net OPEB costs recognized as operation and maintenance expense or other deductions	$	2	$	8

___________

(a)The components of net costs other than the 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 2024 are 4.76%, 4.97% and 4.99% 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 2024 cost amounts are 5.78%, 6.29% and 6.72% 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 $1 million and $6 million, respectively, during the three months ended March 31, 2024. 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 $90 million and $17 million, respectively, during the remainder of 2024 and approximately $549 million and $135 million, respectively, in the five-year period from 2024 to 2028. 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.

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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 Consolidated Financial Statements in our 2023 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 March 31, 2024						At December 31, 2023
	STH		Texas Transmission		Total		STH		Texas Transmission		Total
Federal income taxes payable (receivable)	$	13	$	3	$	16	$	(3)	$	(1)	$	(4)
Texas margin tax payable		35		-		35		27		-		27
Net payable (receivable)	$	48	$	3	$	51	$	24	$	(1)	$	23

There were no cash payments made to (received from) members related to income taxes for the three months ended March 31, 2024 and 2023.

See Note 7 for information regarding cash 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 March 31, 2024 and 2023 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 three months ended March 31, 2024 and 2023.

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10. SUPPLEMENTARY FINANCIAL INFORMATION

Other (Income) and Deductions – Net

	Three Months Ended March 31,
	2024		2023
Professional fees	$	1	$	2
Recoverable Pension and OPEB – non-service costs		4		15
AFUDC – equity income		(13)		(11)
Interest and investment income – net		(8)		(1)
Other		2		2
Total other (income) and deductions – net	$	(14)	$	7

Interest Expense and Related Charges

	Three Months Ended March 31,
	2024		2023
Interest	$	156	$	126
Amortization of discount, premium and debt issuance costs		3		3
Less AFUDC – capitalized interest portion		(9)		(6)
Total interest expense and related charges	$	150	$	123

Accounts Receivable – Net

Accounts receivable reported on our balance sheet consisted of the following:

	At March 31,		At December 31,
	2024		2023
Accounts receivable	$	960	$	958
Allowance for uncollectible accounts		(15)		(14)
Accounts receivable – net	$	945	$	944

The accounts receivable balance from REP subsidiaries of our two largest customers, collectively represented 23% and 21%, respectively, of our accounts receivable balance at March 31, 2024 and 22% and 20%, respectively, of our accounts receivable balance at December 31, 2023. No other customer represented 10% or more of the total accounts receivable at such dates.

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.

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Investments and Other Property

Investments and other property reported on our balance sheet consisted of the following:

	At March 31,		At December 31,
	2024		2023
Assets related to employee benefit plans	$	146	$	137
Non-utility property – land		19		19
Other		2		2
Total investments and other property	$	167	$	158

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 the AR Facility.

The summarized financial information for our consolidated VIE consisted of the following:

	At March 31,
	2024
Assets
REP Accounts receivable – net	$	575
Income tax receivable		5
Unamortized AR Facility costs		1
Total assets	$	581
Liabilities
Accrued interest	$	2
Long-term debt		300
Total liabilities	$	302

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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 March 31, 2024	At March 31, 2024		At December 31, 2023
Assets in service:
Distribution	2.7% / 36.4 years	$	19,272	$	18,865
Transmission	2.4% / 42.1 years		15,136		15,001
Other assets	7.9% / 12.7 years		2,074		2,097
Total			36,482		35,963
Less accumulated depreciation			9,410		9,301
Net of accumulated depreciation			27,072		26,662
Construction work in progress			1,708		1,339
Held for future use			57		56
Property, plant and equipment – net		$	28,837	$	28,057

Intangible Assets

Intangible assets (other than goodwill) reported on our balance sheet as part of property, plant and equipment consisted of the following:

	At March 31, 2024						At December 31, 2023
	Gross						Gross
	Carrying		Accumulated				Carrying		Accumulated
	Amount		Amortization		Net		Amount		Amortization		Net
Identifiable intangible assets subject to amortization:
Land easements	$	680	$	129	$	551	$	679	$	127	$	552
Capitalized software and other		1,216		402		814		1,238		416		822
Total	$	1,896	$	531	$	1,365	$	1,917	$	543	$	1,374

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Aggregate amortization expense for intangible assets totaled $28 million and $22 million for the three months ended March 31, 2024 and 2023, respectively. The estimated annual amortization expense for the five-year period from 2024 to 2028, based on rates in effect at March 31, 2024, is as follows:

Year	Amortization Expense
2024	$	113
2025	$	113
2026	$	113
2027	$	113
2028	$	113

Operating Lease and Other Obligations

Operating lease and other obligations reported on our balance sheet consisted of the following:

	At March 31,		At December 31,
	2024		2023
Operating lease liabilities (a)	$	113	$	112
Investment tax credits		2		3
Customer advances for construction – noncurrent		113		105
Litigation claim obligations		43		6
Other		74		79
Total operating lease and other obligations	$	345	$	305

____________

(a)Excludes the effects of a 15-year operating lease contract entered into in December 2023 that is scheduled to commence in the second half of 2024. The estimated $64 million present value of the lease obligation is not yet recorded on the Condensed Consolidated Balance Sheets.

Supplemental Cash Flow Information

	Three Months Ended March 31,
	2024		2023
Cash payments related to:
Interest	$	87	$	99
Less capitalized interest		(9)		(6)
Total interest payments (net of amounts capitalized)	$	78	$	93
Noncash investing activities:
Construction expenditures financed through accounts payable (a)	$	291	$	224

______________

(a)Represents end-of-period accruals.

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ITEM 2. 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 three months ended March 31, 2024 and 2023 should be read in conjunction with our condensed consolidated financial statements (Financial Statements) and the notes to those statements herein, as well as our consolidated financial statements, the notes to those statements and “Item 1A. Risk Factors” contained in our 2023 Form 10-K.

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

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 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 Note 1 to Financial Statements.

Significant Activities and Events

System Resiliency Plan Filing — On May 6, 2024, we filed a system resiliency plan for PUCT approval pursuant to recently enacted Texas House Bill 2555 and related rules promulgated by the PUCT. The system resiliency plan requests approval of approximately $2.9 billion in capital expenditures and $520 million in operation and maintenance expenses over a three-year period to enhance the resiliency of our transmission and distribution system. See “—Regulation and Rates—Matters with the PUCT—System Resiliency Plan (PUCT Docket No. 56545)” for more information on our system resiliency plan filing.

Capital Tracker Proceedings — See Note 2 to Financial Statements for a discussion of significant PUCT matters, including applications for interim DCRF rate updates.

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

RESULTS OF OPERATIONS

	Twelve Months Ended March 31,		%
	2024	2023	Change
Reliability statistics (a):
System Average Interruption Duration Index (SAIDI) (non-storm)	71.0	71.9	(1.3)
System Average Interruption Frequency Index (SAIFI) (non-storm)	1.0	1.1	(9.1)
Customer Average Interruption Duration Index (CAIDI) (non-storm)	71.0	63.7	11.5
Electricity points of delivery (end of period and in thousands):
Electricity distribution points of delivery (based on number of active meters)	3,988	3,912	1.9

	Three Months Ended March 31,		Increase
	2024	2023	(Decrease)
Residential system weighted weather data (b):
Cooling degree days	25	31	(6)
Heating degree days	453	376	77
	Three Months Ended March 31,		%
	2024	2023	Change
Operating statistics:
Electric energy volumes (gigawatt-hours)
Residential	10,465	9,685	8.1
Commercial, industrial, small business and other	26,848	25,094	7.0
Total electric energy volumes	37,313	34,779	7.3

____________

(a)SAIDI is the average number of minutes electric service is interrupted per consumer in a twelve-month period. SAIFI is the average number of electric service interruptions per consumer in a twelve-month period. CAIDI is the average duration in minutes per electric service interruption in a twelve-month period. In each case, 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.

_

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	Three Months Ended March 31,				$
		2024		2023	Change
Operating revenues
Revenues contributing to earnings:
Distribution base revenues
Residential (a)	$	329	$	243	$	86
Large commercial & industrial (b)		305		270		35
Other (c)		29		38		(9)
Total distribution base revenues		663		551		112
Transmission base revenues (TCOS revenues)
Billed to third-party wholesale customers		262		250		12
Billed to REPs serving Oncor distribution customers, through TCRF		144		141		3
Total TCOS revenues		406		391		15
Other miscellaneous revenues		24		17		7
Total revenues contributing to earnings		1,093		959		134
Revenues collected for pass-through expenses:
TCRF – third-party wholesale transmission service		351		321		30
EECRF and other revenues		14		12		2
Total revenues collected for pass-through expenses		365		333		32
Total operating revenues	$	1,458	$	1,292	$	166

___________

(a)Distribution base revenues from residential customers are generally based on actual monthly consumption (kWh).

(b)Depending on size and annual load factor, distribution base revenues from large commercial & industrial customers 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.

(c)Includes distribution base revenues from small business customers whose billing is generally based on actual monthly consumption (kWh), lighting sites and other miscellaneous distribution base revenues.
‎

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Financial Results — Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023

Total operating revenues increased $166 million, or 13%, to $1.458 billion during the three months ended March 31, 2024. Revenue is billed under tariffs approved by the PUCT.

Revenues contributing to earnings increased $134 million to $1.093 billion during the three months ended March 31, 2024. The net increase reflected the following components:

An Increase in Distribution Base Revenues — Distribution base revenues increased $112 million to $663 million during the three months ended March 31, 2024. The increase in distribution base rate revenues primarily reflects:

o$47 million increase due to updated interim DCRF rates implemented to reflect increases in invested capital,

o$37 million increase due to a net higher distribution-related revenue component in the new base rates implemented May 1, 2023,

o$17 million increase due to higher customer consumption partially attributable to weather, and

o$11 million increase due to customer growth.

Distribution base rates are set periodically in a comprehensive 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. The PUCT rules allow utilities to file, under certain circumstances, up to two interim DCRF rate adjustment applications per calendar 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 interim DCRF rate adjustment applications impacting revenues for 2024 and 2023.

Interim DCRF Filings Table

PUCT Docket No.	Investment Through	Filed	Effective Date	Annual Revenue Impact (a)
56306	December 2023 (b)	March 2024	(c)	$	81 (c)
55525	June 2023 (d)	September 2023	December 2023	$	53
55190	December 2022 (e)	June 2023	September 2023	$	153
51996	December 2020 (f)	April 2021	September 2021	$	88

____________

(a)Annual revenue impact represents the incremental annual revenue impact, after taking into account revenue effects of customer growth and prior applicable DCRF rate adjustments.

(b)Reflects distribution and functionalized distribution-related capital investments generally put into service during the period from July 1, 2023 through December 31, 2023.

(c)The 2024 third quarter-expected effective date and annual revenue impact are pending PUCT approval.

(d)Reflects distribution and functionalized distribution-related capital investments generally put into service during the period from January 1, 2023 through June 30, 2023.

(e)Reflects distribution and functionalized distribution-related capital investments generally put into service during the period from January 1, 2022 through December 31, 2022.

(f)Reflects distribution and functionalized distribution-related capital investments generally put into service during the period from January 1, 2020 through December 31, 2020.

An Increase in Transmission Base Revenues — TCOS revenues increased $15 million to $406 million during the three months ended March 31, 2024. The increase in TCOS revenues primarily reflects:

o$29 million increase due to increases in transmission billing units as a result of certain increases in average ERCOT peak-demand, and

o$7 million increase due to updated interim TCOS rates implemented in 2023 to reflect increases in invested capital,

partially offset by

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o$21 million in lower revenues primarily due to the effects of a lower transmission-related revenue component included in the new base rates implemented May 1, 2023.

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 adjustment applications in a calendar year to reflect changes in their invested transmission capital.

Transmission billing units are updated to reflect certain changes in average ERCOT-wide peak electricity demand. The 2024 increase in annual transmission billing units may mitigate the need to file one or both of the two interim TCOS rate adjustment applications that we are eligible to file in 2024.

See the interim TCOS Filings Table below for a listing of interim TCOS rate adjustment applications impacting revenues for 2024 and 2023.

Interim TCOS Filings Table

PUCT Docket No.	Investment Through	Filed	Effective	Annual Revenue Impact (a)		Third-Party Wholesale Transmission Revenue Impact		Included in TCRF Revenue Impact
55282	June 2023 (b)	July 2023	September 2023	$	42	$	27	$	15
53145	December 2021 (c)	January 2022	March 2022	$	27	$	17	$	10

____________

(a)Annual revenue impact represents the incremental annual revenue impact, after taking into account revenue effects of prior applicable rate adjustments and changes in billing units.

(b)Reflects transmission capital investments generally put into service during the period from January 1, 2022 through June 30, 2023.

(c)Reflects transmission capital investments generally put into service during the period from July 1, 2021 through December 31, 2021.

An Increase in Other Miscellaneous Revenues — Other miscellaneous revenues increased $7 million to $24 million during the three months ended March 31, 2024. The increase was primarily due to higher revenues from discretionary services, as well as 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 $32 million to $365 million during the three months ended March 31, 2024. 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 wholesale transmission service (TCRF Third-Party) — TCRF Third-Party revenues increased $30 million to $351 million during the three months ended March 31, 2024.

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. The increase in our TCRF Third-Party revenue recognition reflects the pass-through effect of changes in TCRF Third-Party expense. Pursuant to PUCT rules, we are required to update our TCRF twice per year on March 1 and September 1 to pass through the wholesale transmission cost changes billed to us by transmission service providers.

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An Increase in EECRF and Other Revenues — EECRF and other revenues increased $2 million to $14 million during the three months ended March 31, 2024. 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. The EECRF and other 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. Other revenues include amounts collected through the rate case expense rider, a reconcilable rate designed to recover rate case expenses approved in our most recent comprehensive rate base review proceeding.

See the EECRF Filings Table below for a listing of EECRF filings impacting revenue in 2024 and 2023.

EECRF Filings Table

PUCT Docket No.	Filed	Effective	Monthly Charge per Residential Customer (a)		Program Costs		Performance Bonus		(Over)-/ Under- Recovery and Other
55074	May 2023	March 2024	$	1.23	$	49	$	21	$	2
53671	May 2022	March 2023	$	1.23	$	52	$	28	$	3

____________

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

Wholesale transmission service expense increased $30 million to $351 million during the three months ended March 31, 2024. The increase was due to higher fees paid to third-party transmission entities. Wholesale transmission service expense is a pass-through expense that is offset with TCRF Third-Party revenues as discussed above.

Operation and maintenance expense increased $36 million to $299 million during the three months ended March 31, 2024. The increase was primarily due to $22 million in higher regulatory assets amortization, a $12 million increase in the accrual recovery amount for our self-insurance reserve as a result of the new base rates that went into effect 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), $8 million in higher labor and contractor related costs, $2 million in higher energy efficiency program expenses, $1 million in higher material supplies and $1 million in higher vegetation management costs, partially offset by a $10 million refund related to our sales tax audit settlement. We expect to continue to experience higher operation and maintenance expenses, particularly related to labor and contractor costs and insurance premiums. In addition, we anticipate increased operation and maintenance expenses as part of the system resiliency plan we filed on May 6, 2024 in PUCT Docket No. 56545, which contemplates approximately $520 million in operation and maintenance expense related to resiliency measures over a three-year period. To the extent our system resiliency plan is approved by the PUCT, we expect the incremental distribution-related operation and maintenance expenses related to resiliency to be recovered in rates. For more information on the system resiliency plan, see “—Regulation and Rates—Matters with the PUCT—System Resiliency Plan (PUCT Docket No. 56545)”.

Depreciation and amortization increased $17 million to $257 million during the three months ended March 31, 2024. The increase is primarily attributable to ongoing investments in property, plant and equipment and higher depreciation and amortization rates as a result of implementing the final order in PUCT Docket No. 53601 in 2023. We expect depreciation and amortization to continue to increase, particularly given our capital expenditure plans.

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See “—Financial Condition—Liquidity and Capital Resources—Available Liquidity and Liquidity Needs, Including Capital Expenditures—Capital Expenditures” for more information our five-year capital plan.

Provision in lieu of income taxes netted to $46 million (including a $1 million benefit related to non-operating income) during the three months ended March 31, 2024 compared to $21 million (including a $6 million benefit related to non-operating income) during the three months ended March 31, 2023. The increase partially reflects the tax effects associated with the write-off of rate base disallowances in the first quarter of 2023.

The effective income tax rate was 17.0% and 16.9% for the three months ended March 31, 2024 and 2023, 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, partially offset by the effects of the Texas margin tax.

Taxes other than amounts related to income taxes decreased $1 million to $144 million for the three months ended March 31, 2024. The decrease was primarily due to lower property taxes attributable to lower property tax rates enacted through a Texas constitutional amendment in 2023, which applies tax reductions through 2024, partially offset by increases in local franchise taxes payable by us to municipalities and payroll taxes. We anticipate taxes other than amounts related to income taxes to continue to increase, particularly given our capital expenditure plans. See “—Financial Condition—Liquidity and Capital Resources—Available Liquidity and Liquidity Needs, Including Capital Expenditures—Capital Expenditures” for more information our five-year capital plan.

Other (income) and deductions – net was $21 million favorable for the three months ended March 31, 2024 compared to the three months ended March 31, 2023. The variance was primarily due to $11 million in lower reconcilable employee retirement benefit expense, which is generally recoverable through operating revenues, a $7 million favorable change in the value of certain compensation plan rabbi trust assets, which was generally offset in compensation expense, $2 million higher AFUDC – equity income and $1 million lower professional fees.

Interest expense and related charges increased $27 million to $150 million during the three months ended March 31, 2024. 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. 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 cost related to these employee benefit and compensation-related disallowances.

Net income increased $122 million to $225 million during the three months ended March 31, 2024. The increase was driven by:

higher revenues primarily attributable to:

oupdated interim rates to reflect increases in invested capital,

oincreases in transmission billing units,

ohigher customer consumption partially attributable to weather,

othe new base rates implemented May 1, 2023, and

ocustomer growth,

the write-off of rate base disallowances recorded in the first quarter of 2023,

partially offset by

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

higher operation and maintenance expense.

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OTHER COMPREHENSIVE INCOME (LOSS)

During the first quarter of 2023, we reclassified $20 million related to certain 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 previously entered into multiple interest rate hedge transactions hedging the variability of benchmark bond rates used to determine the interest rates on the then-anticipated issuances of senior secured notes in the past. All of these hedges had been terminated as of March 31, 2024, with losses reported in other comprehensive income. There were approximately $3 million of the amounts reported in accumulated other comprehensive loss at March 31, 2024 related to the interest rate hedges to be reclassified into net income as an increase to interest expense within the next 12 months.
‎

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FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows — Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023

Operating Activities — The following items contributed to sources (uses) of cash related to operating activities:

	Three Months Ended March 31,
	2024 compare to 2023
Change in net income, adjusted for noncash items included in earnings	$	112
Change in self-insurance reserve, primarily storm related		93
Change in over/under collected regulated revenues		32
Change in working capital accounts		(98)
Other		64
	$	203

Depreciation and amortization expense reported in operating activities in the condensed statements of consolidated cash flows was $42 million and $20 million more than the amounts reported in the condensed statements of consolidated income for the three months ended March 31, 2024 and 2023, respectively. The differences are primarily due to certain regulatory asset amortization being reported as operation and maintenance expense in the Condensed Statements of Consolidated Income in accordance with GAAP.

Financing Activities — The following items contributed to sources (uses) of cash related to financing activities:

	Three Months Ended March 31,
	2024 compare to 2023
Lower net borrowings	$	(310)
Higher distributions to members		(19)
Higher contributions from members		134
	$	(195)

Investing Activities — The following items contributed to sources (uses) of cash related to investing activities:

	Three Months Ended March 31,
	2024 compare to 2023
Higher capital expenditures	$	(132)
Sales tax audit settlement refund classified as investing activity		56
Other		(1)
	$	(77)

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Long-Term Debt-Related Activities in the Three Months Ended March 31, 2024

At March 31, 2024, our long-term debt (including current maturities) totaled an aggregate principal amount of $14.245 billion, an increase of $800 million over the $13.445 billion aggregate principal amount of long-term debt (including current maturities) outstanding at December 31, 2023. Long-term debt outstanding at March 31, 2024 consisted of fixed rate senior secured notes, variable rate secured debt borrowed under our AR Facility and variable rate unsecured debt borrowed under the $500M Credit Facility. See Note 5 to 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.

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 March 31, 2024, the amount of available bond credits was $2.585 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 $5.578 billion. See Note 5 to Financial Statements for a listing of all of our fixed rate senior secured notes secured by the Deed of Trust.

Long-term debt-related activities in the three months ended March 31, 2024 consisted of AR Facility borrowings and the $500M Credit Facility borrowings, each as discussed in more detail below.

AR Facility — In April 2023, Oncor and Receivables LLC established the AR Facility, a 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 March 31, 2024, the borrowing base for the AR Facility was $483 million, and $300 million in aggregate borrowings were outstanding under the AR Facility.

The following table summarizes the activity under our AR Facility in the three months ended March 31, 2024:

	Borrowing Amount
Borrowings on January 30, 2024	$	300
Balance at March 31, 2024	$	300

$500M Credit Facility — On February 21, 2024, we entered into an unsecured revolving $500M Credit Facility. The $500M Credit Facility has a borrowing capacity of $500 million and a maturity date of February 21, 2027. The $500M Credit Facility gives us the option to request an increase in our borrowing capacity of up to $500 million in $100 million minimum increments, subject to certain conditions, including lender approvals. The $500M Credit Facility also provides us with the option to request that each lender extend the term of its commitment for up to two additional one-year periods, subject to certain conditions, including lender approvals. See Note 5 to Financial Statements for more information on the $500M Credit Facility.

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The following table summarizes the activity under the $500M Credit Facility in the three months ended March 31, 2024:

	Borrowing Amounts
Borrowings on February 28, 2024	$	220
Borrowings on March 28, 2024		280
Balance at March 31, 2024	$	500

Long-Term Debt-Related Activity after March 31, 2024

Senior Secured Notes — On April 24, 2024, we issued $100 million aggregate principal amount of 5.00% Senior Secured Notes, Series F, due May 1, 2029 and $50 million aggregate principal amount of 5.49% Senior Secured Notes, Series G, due May 1, 2054 (collectively, the 2024 NPA Notes). The 2024 NPA Notes were issued pursuant to the Note Purchase Agreement, dated March 27, 2024, between Oncor and the purchasers named therein (2024 NPA). See Note 5 to Financial Statements for more information on the 2024 NPA and the 2024 NPA Notes.

AR Facility — On April 29, 2024, we borrowed an additional $100 million aggregate principal amount under the AR Facility. The proceeds of the borrowing were used for general corporate purposes, including to repay outstanding CP Notes. See Note 5 to Financial Statements for more information on the AR Facility.

Short-Term Debt-Related Activities

Our unsecured revolving $2B Credit Facility has a borrowing capacity of $2.0 billion and 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, subject to certain conditions, including lender approvals. The $2B 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 $2B Credit Facility. As a result, the aggregate principal amount outstanding under both the CP Program and the $2B Credit Facility cannot exceed $2.0 billion.

As of March 31, 2024, we had no outstanding CP Notes, and as of December 31, 2023, we had $282 million of CP Notes outstanding. The weighted average interest rate for CP Notes was 5.54% at December 31, 2023. All outstanding CP Notes at December 31, 2023 had maturity dates of less than one year.

See Note 4 to Financial Statements for additional information regarding the $2B 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 $4.5 billion for 2024. We currently contemplate that our aggregate capital expenditures plan over the five-year period from 2024 to 2028 will total approximately $24.2 billion, not including the capital expenditures included in system resiliency plans that are approved by the PUCT. We filed our first system resiliency plan for PUCT approval on May 6, 2024, which requests an aggregate of approximately $2.9 billion in capital expenditures over a three-year period. See “—Regulation and Rates—Matters with the PUCT—System Resiliency Plan (PUCT Docket No. 56545)” for more information on our system resiliency plan filing.

In addition, we anticipate significant potential capital investment opportunities incremental to our five-year capital plan may be available as a result of continued growth in ERCOT, particularly on the transmission side of our business due to increased customer demand, and additional distribution-related reliability and resiliency needs.

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Pension Plans and OPEB Plans Funding — Based on funding considerations in the latest actuarial projections, including applicable minimum funding requirements, our future funding for the pension plans and the OPEB Plans is expected to total $90 million and $17 million, respectively, in 2024 and approximately $549 million and $135 million, respectively, in the five-year period from 2024 to 2028. 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. We may also elect to make additional discretionary contributions based on market and/or business conditions. During the three months ended March 31, 2024, we made cash contributions to the pension plans and OPEB Plans of $1 million and $6 million, respectively. See Note 8 to 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 Financial Statements for information regarding leases. Our purchase obligations under outsourcing agreements total $77 million in the five-year period from 2024 to 2028. In addition, we regularly evaluate opportunities to make selective strategic acquisitions involving regulated assets, which could potentially impact our liquidity and capital expenditures. See “Item 1A. 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” in our 2023 Form 10-K.

Available Liquidity — Our primary sources of liquidity, aside from operating cash flows, at March 31, 2024 and December 31, 2023 are summarized in the following table:

	At March 31,		At December 31,		Increase
	2024		2023		(Decrease)
Cash and cash equivalents	$	53	$	19		$	34
Available unused credit under the $2B Credit Facility and CP Program		2,000		1,718			282
Available borrowing capacity under AR Facility (a)		183		500			(317)
Available borrowing capacity under the $500M Credit Facility (b)		-		-			-
Total available liquidity	$	2,236	$	2,237		$	(1)

___________

(a)On April 29, 2024, we borrowed an additional $100 million aggregate principal amount under the AR Facility.

(b)On February 21, 2024, we entered into the $500M Credit Facility. On February 28, 2024 and March 28, 2024, we borrowed $220 million aggregate principal amount and $280 million aggregate principal amount, respectively, under the $500M Credit Facility.

On April 24, 2024, we issued $100 million aggregate principal amount of 5.00% Senior Secured Notes, Series F, due May 1, 2029 and $50 million aggregate principal amount of 5.49% Senior Secured Notes, Series G, due May 1, 2054 pursuant to the 2024 NPA.

We expect cash flows from operations combined with long-term debt issuances and credit agreements as well as availability under our existing Credit Facilities, 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 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 Facilities, CP Program and AR

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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. See “Item 1A. Risk Factors—Market volatility may impact our business and financial condition in ways that we currently cannot predict.” in our 2023 Form 10-K.

Capitalization and Return on Equity

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.

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 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. 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.

The following table summarizes the capitalization structure ratios under regulatory mandates and GAAP, at March 31, 2024 and December 31, 2023:

	At March 31,		At December 31,
	2024		2023
	Debt	Equity	Debt	Equity
Authorized regulatory capital structure	57.5%	42.5%	57.5%	42.5%
Actual regulatory capitalization	56.5%	43.5%	55.8%	44.2%
GAAP capitalization	48.6%	51.4%	48.3%	51.7%

Member Contributions and Distributions

Contributions — We received cash contributions from our members of $240 million on May 3, 2024. In the three months ended March 31, 2024, we received the following cash contributions from our members:

Receipt Date	Amount
February 16, 2024	$	240

Distributions — The Sempra Order and our LLC 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 our debt-to-equity ratio authorized by the PUCT. 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 March 31, 2024, we had $458 million available to distribute to our members.

On April 30, 2024, our board of directors declared a cash distribution of $126 million, which was paid to our members on May 1, 2024. In the three months ended March 31, 2024, our board of directors declared, and we paid, the following cash distributions to our members:

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Declaration Date	Payment Date	Amount
February 14, 2024	February 15, 2024	$	125

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 Facilities (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 comprehensive 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.

Presented below are the credit ratings assigned for our debt securities at May 7, 2024.

Credit Rating Agency	Senior Secured	Commercial Paper
S&P	A+	A-1
Moody’s	A2	Prime-2
Fitch	A	F2

A rating reflects only the view of a rating agency, and is not a recommendation to buy, sell or hold securities. Ratings can be revised upward or downward at any time by a rating agency, if such rating agency decides that circumstances warrant such a change.

Material Debt Credit Rating, Financial and Cross-Default Covenants — Each of our Credit Facilities 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 and the commitment fees on undrawn amounts under our Credit Facilities and likely increase the cost of our CP Program and any future debt issuances and additional credit facilities. 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 Financial Statements for additional information regarding our each of our Credit Facilities and CP Program.

The $2B Credit Facility includes sustainability-linked pricing metrics related to specific environmental and employee health and safety sustainability objectives. The $2B 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. Based on our 2023 performance on those two sustainability-linked pricing metrics in 2023, in which we met the employee health and safety target, but due to supply chain constraints were unable to meet the environmental threshold objective of securing a certain number of lower-emissions bucket trucks, we anticipate an increase to the applicable margin and commitment fee during 2024 of + 0.005% and + 0.025%, respectively. The maximum pricing adjustment in any given year is +/- 0.01% on the commitment fee and +/- 0.05% on the applicable margin.

Our Credit Facilities, 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 under the Credit Facilities, the AR

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Facility, the note purchase agreement dated March 29, 2023 and the 2024 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 March 31, 2024, we believe we were in compliance with this covenant and all other covenants under the $2B Credit Facility, the AR Facility, and the note purchase agreements.

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 Facilities, 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 March 31, 2024, we did not have any material guarantees.

COMMITMENTS AND CONTINGENCIES

See Note 6 to Financial Statements for discussion of commitments and contingencies.

CRITICAL ACCOUNTING ESTIMATES

We prepare our Financial Statements in accordance with GAAP governing rate-regulated operations. Application of these accounting policies in the 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 revenues and expenses during the periods covered. We believe that there have been no significant changes in our critical accounting estimates during the three months ended March 31, 2024, as compared to the critical policies and estimates disclosed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Form 10-K.

CHANGES IN ACCOUNTING STANDARDS

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

REGULATION AND RATES

Matters with the PUCT

System Resiliency Plan (PUCT Docket No. 56545) — On May 6, 2024, we filed a system resiliency plan for PUCT approval pursuant to recently enacted Texas House Bill 2555 and related rules promulgated by the PUCT. The system resiliency plan requests approval of approximately $2.9 billion in capital expenditures and $520 million in operation and maintenance expenses over a three-year period to enhance the resiliency of our transmission and distribution system. The three-year period will commence upon PUCT approval of the plan, but is anticipated to be for the years 2025 through 2027. The system resiliency plan proposes various measures to address certain resiliency

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events, including extreme weather, wildfires, physical security threats, and cybersecurity threats. The statute provides that the PUCT will review and approve, modify, or deny a filed plan within 180 days. We cannot predict the outcome of the proceeding. To the extent our system resiliency plan is approved by the PUCT, we intend to recover distribution-related costs through our interim DCRF rate adjustment, with the unrecovered distribution-related operation and maintenance expenses, depreciation expenses and return on the capital to be recognized as a regulatory asset.

Capital Trackers— See Note 2 to Financial Statements for a discussion of capital trackers, including our pending interim DCRF adjustment request.

Comprehensive Base Rate Review Appeal (PUCT Docket No. 53601) — In April 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 in May 2023. In June 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 in May 2023. In September 2023, we filed an appeal in Travis County District Court. The appeal sought judicial review of certain of the order on rehearing’s rate base disallowances (the acquisition premium and its associated amortization costs relating to certain plant facilities acquired by Oncor in 2019 as well as certain of the employee benefit and compensation related costs that we had previously capitalized) and related expense effects of those disallowances. On February 22, 2024, the court dismissed the appeal for lack of jurisdiction. On March 22, 2024, we appealed that ruling to the Third Court of Appeals in Texas.

State Legislation

The Texas Legislature operates under a biennial system and meets in regular session in every odd-numbered year and during special sessions called by the Governor of Texas. The Texas Legislature convened its regular session in January 2023, which concluded May 29, 2023, and in 2023 the Governor of Texas 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.

Summary

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

ITEM 3. 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 March 31, 2024.

At March 31, 2024, all of our senior secured notes carried fixed interest rates. Borrowings under the AR Facility at March 31, 2024 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 March 31, 2024, the borrowing base for the AR Facility was

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$483 million, and $300 million in aggregate borrowings were outstanding under the AR Facility. Borrowings under the $500M Credit Facility at March 31, 2024 bore interest at a per annum rate equal to SOFR for the interest period relevant to such borrowings, plus the SOFR Adjustment, plus an applicable margin of between 0.875% and 1.50%, depending on certain credit ratings assigned to our debt. Additional borrowings under the $500M Credit Facility could bear interest at a per annum rate equal to, at our option, (i) term SOFR for the interest period relevant to such borrowing, plus the SOFR Adjustment, plus an applicable margin of between 0.875% and 1.50%, depending on certain credit ratings assigned to us, or (ii) an alternate base rate (equal to the greatest of (1) the prime rate publicly announced from time to time by the administrative agent as its prime rate, (2) the federal funds effective rate, plus 0.50%, and (3) term SOFR for a one-month interest period on such date, plus the SOFR Adjustment, plus 1.0%), plus, in the case of clauses (1) through (3), an applicable margin of between 0.00% and 0.50%, depending on certain credit ratings assigned to our debt. At March 31, 2024, $500 million in aggregate borrowings were outstanding under the $500M Credit Facility.

In addition, borrowings of short-term debt under the $2B Credit Facility bear interest on a floating rate basis. At March 31, 2024, we had no floating rate debt outstanding under the $2B Credit Facility. Based on the amount of floating rate debt outstanding as of March 31, 2024, 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 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 accounts receivable totaled $960 million at March 31, 2024. The accounts receivable balance is before the allowance for uncollectible accounts, which totaled $15 million at March 31, 2024. The exposure includes accounts receivable from REPs totaling $575 million, which are generally noninvestment grade and from transmission customers totaling $190 million, which primarily include investment grade distribution companies as well as cooperatives and municipally-owned utilities, which are generally considered low credit risk. At March 31, 2024, the accounts receivable balance from REP subsidiaries of Vistra and NRG Energy, Inc., our two largest customers collectively represented 23% and 21%, respectively, of our accounts receivable balance. No other customers represented 10% or more of the total accounts receivable balance at such date. 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 accounts and other receivables from affiliates was zero at March 31, 2024.

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.

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Except as discussed herein, the information required in this Item 3 is not significantly different from the information set forth in “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our 2023 Form 10-K and is therefore not presented herein.

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FORWARD-LOOKING STATEMENTS

This report and other presentations made by us contain “forward-looking statements,” which are subject to risks and uncertainties. All statements, other than statements of historical facts, that are included in this report, 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 “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Form 10-K, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report and the following important factors, among others, that could cause our actual results to differ materially from those projected in such forward-looking statements:

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:

authorized rate of return;

permitted capital structure;

industry, market and rate structure;

rates and recovery of investments;

acquisition and disposal of assets and facilities;

ownership, operation and construction of assets and facilities;

changes in tax laws and policies; and

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

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

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

acts of sabotage, wars, terrorist activities, cybersecurity 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;

actions by credit rating agencies;

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

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

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

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

ERCOT grid needs and ERCOT market conditions, including insufficient electric capacity within ERCOT or disruptions at power generation facilities that supply power within ERCOT;

changes in business strategy, development plans or vendor relationships;

changes in interest rates or rates of inflation;

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

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

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;

changes in technology used by and services offered by us;

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;

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

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

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;

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

financial and other restrictions under our debt agreements;

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

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.

ITEM 4. CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of our management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of the disclosure controls and procedures in effect at the end of the current period included in this quarterly report. Based on the evaluation performed, our management, including the principal executive officer and principal financial officer, concluded that the disclosure controls and procedures were effective.

There has been no change in our internal control over financial reporting during the most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. 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 certain of these proceedings, see Notes 2 and 6 to Financial Statements.

ITEM 1A. RISK FACTORS

There are numerous factors that affect our business and results of operations, many of which are beyond our control. In addition to the other information set forth in this report, including “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations”, you should carefully consider the factors discussed in “Item 1A. Risk Factors” in our 2023 Form 10-K, which could materially affect our business, financial condition or future results. The risks described in such reports are not the only risks we face.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

(a)None.

(b)None.

(c)During the quarter ended March 31, 2024, no director or officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) of Oncor adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408 of Regulation S-K) relating to securities of Oncor.

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ITEM 6. EXHIBITS

(a)	Exhibits provided as part of Part II are:
	Previously Filed	As
Exhibits	With File Number*	Exhibit
(10)	Material Contracts
	Management Contracts; Compensatory Plans, Contracts and Arrangements
10(a)	333-100240 ‎Form 8-K (filed February 21, 2024)	10(b)	—	Oncor Electric Delivery Company LLC Tenth Amended and Restated Executive Annual Incentive Plan, effective as of January 1, 2024.
10(b)	333-100240 ‎Form 8-K (filed February 21, 2024)	10(c)	—	Oncor Electric Delivery Company LLC Amended and Restated Long-Term Incentive Plan effective as of January 1, 2024.
	Credit Agreements
10(c)	333-100240 ‎Form 8-K (filed February 21, 2024)	10(a)	—	Revolving Credit Agreement, dated as of February 21, 2024, among Oncor Electric Delivery Company LLC, as borrower, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent for the lenders.
	Other Material Contracts
10(d)	333-100240 ‎Form 8-K (filed April 2, 2024)	10.1	—	Note Purchase Agreement, dated as of March 27, 2024, between Oncor Electric Delivery Company LLC and the purchasers named therein for Oncor Electric Delivery Company LLC’s 5.00% Senior Secured Notes, Series F, due May 1, 2029 and 5.49% Senior Secured Notes, Series G, due May 1, 2054.
10(e)	333-100240 ‎Form 8-K (filed April 30, 2024)	10.1	—	Amendment No. 1 to Receivables Financing Agreement, dated April 26, 2024, among Oncor Receivables LLC, Oncor Electric Delivery Company LLC, MUFG Bank, Ltd., and certain lenders and group agents from time to time party thereto.
(31)	Rule 13a – 14(a)/15d – 14(a) Certifications.
31(a)			—	Certification of E. Allen Nye, Jr., Chief Executive of Oncor Electric Delivery Company LLC, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(b)			—	Certification of Don J. Clevenger, Senior Vice President and Chief Financial Officer of Oncor Electric Delivery Company LLC, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32)	Section 1350 Certifications.
32(a)			—	Certification of E. Allen Nye, Jr., Chief Executive of Oncor Electric Delivery Company LLC, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32(b)			—	Certification of Don J. Clevenger, Senior Vice President and Chief Financial Officer of Oncor Electric Delivery Company LLC, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(101)	Interactive Data File.
101.INS			—	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH			—	Inline XBRL Taxonomy Extension Schema Document.
101.CAL			—	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF			—	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB			—	Inline XBRL Taxonomy Extension Labels Linkbase Document.

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101.PRE		—	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
(104)	Cover Page Interactive Data File.
104		—	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
_______________

* Incorporated herein by reference.
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

!!
	ONCOR ELECTRIC DELIVERY COMPANY LLC
By:	/s/ Don J. Clevenger
	Don J. Clevenger
	Senior Vice President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

Date: May 7, 2024

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