Obligation Oncor Power Delivery 2.95% ( US68233JAZ75 ) en USD

Oncor Power Delivery

100 % ▲

Etas-Unis

US68233JAZ75 ( en USD )

2.95% par an ( paiement semestriel )

01/04/2025 - Obligation échue

Prospectus brochure de l'obligation Oncor Electric Delivery US68233JAZ75 en USD 2.95%, échue

2 000 USD

350 000 000 USD

68233JAZ7

A+ ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

Oncor Electric Delivery est une société de transport et de distribution d'électricité desservant le nord du Texas, gérant le réseau électrique pour plus de 10 millions de clients.

L'Obligation émise par Oncor Power Delivery ( Etas-Unis ) , en USD, avec le code ISIN US68233JAZ75, paye un coupon de 2.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/04/2025

L'Obligation émise par Oncor Power Delivery ( Etas-Unis ) , en USD, avec le code ISIN US68233JAZ75, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Oncor Power Delivery ( Etas-Unis ) , en USD, avec le code ISIN US68233JAZ75, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration No. 333-206810

PROSPECTUS
ONCOR ELECTRIC DELIVERY COMPANY LLC
Offers to Exchange
$350,000,000 aggregate principal amount of its 2.950% Senior Secured Notes due 2025 and
$375,000,000 aggregate principal amount of its 3.750% Senior Secured Notes due 2045
(collectively, the exchange notes), each of which have been registered under the Securities Act
of 1933, as amended (the Securities Act), for any and all of its outstanding 2.950% Senior
Secured Notes due 2025 and 3.750% Senior Secured Notes due 2045 (collectively, the
outstanding notes and such transactions, collectively, the exchange offers)

We are conducting the exchange offers in order to provide you with an opportunity to exchange your unregistered outstanding notes
for the exchange notes that have been registered under the Securities Act.
The Exchange Offers

·
We will exchange all unregistered outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount

of exchange notes that are registered under the Securities Act.

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

·
The exchange offers expire at 5:00 p.m., New York City time, on October 22, 2015, unless extended. We do not currently intend to

extend the expiration date.

·
The exchange of outstanding notes for exchange notes in the exchange offers will not be a taxable event for US federal income tax

purposes.

·
The terms of the exchange notes to be issued in the exchange offers are substantially identical to the outstanding notes of the respective

series, except that the exchange notes will be registered under the Securities Act, do not have any transfer restrictions and do not have
registration rights or additional interest provisions.
Results of the Exchange Offers

·
Except as prohibited by applicable law, the exchange notes may be sold in the over-the-counter market, in negotiated transactions or

through a combination of such methods. There is no existing market for the exchange notes to be issued, and we do not plan to list the
exchange notes on a national securities exchange or market.

·
We will not receive any proceeds from the exchange offers.
All untendered outstanding notes will remain outstanding and continue to be subject to the restrictions on transfer set forth in the outstanding
notes and in the indenture governing the outstanding notes. In general, the outstanding notes may not be offered or sold, unless registered under the
Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.
Other than in connection with the exchange offers, we do not currently anticipate that we will register the outstanding notes under the Securities
Act.
Each broker-dealer that receives exchange notes for its own account in the exchange offers must acknowledge that it will deliver a
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prospectus in connection with any resale of those exchange notes. The letter of transmittal states that by so acknowledging and delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of
exchange notes received in exchange for outstanding notes where the broker-dealer acquired such outstanding notes as a result of market-making
or other trading activities.
We have agreed to keep effective the registration statement of which this prospectus is a part until the earlier of 90 days after the completion
of the exchange offers or such time as broker-dealers no longer own any notes. See "Plan of Distribution."

See "Risk Factors" beginning on page 11 for a discussion of certain risks that you should consider before
participating in the exchange offers.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange
notes to be distributed in the exchange offers or passed upon the adequacy or accuracy of this prospectus. Any representation to the
contrary is a criminal offense.

The date of this prospectus is September 23, 2015.
Table of Contents
You should rely only on the information included in this prospectus. We have not authorized anyone to provide you with
additional or different information. The prospectus may be used only for the purposes for which it has been published, and no person has
been authorized to give any information not contained herein. If you receive any other information, you should not rely on it. You should
assume that the information contained in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business
profile, financial condition, results of operations or prospects may have changed since that date. The representations and warranties
contained in any agreement that we have filed as an exhibit to the registration statement of which this prospectus is a part or that we may
publicly file in the future may contain representations and warranties made by and to the parties thereto as of specific dates. While we are
responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are
required to make the statements in the registration statement of which this prospectus is a part not misleading, those representations and
warranties may be subject to exceptions and qualifications contained in separate disclosure schedules; may represent the parties' risk
allocation in the particular transaction; or may be qualified by materiality standards that differ from what may be viewed as material for
securities law purposes. No offer of these securities is being made in any jurisdiction where such offer is prohibited.

TABLE OF CONTENTS

PROSPECTUS SUMMARY

1
RISK FACTORS
11
FORWARD-LOOKING STATEMENTS
21
INDUSTRY AND MARKET INFORMATION
22
USE OF PROCEEDS
22
CONSOLIDATED CAPITALIZATION AND SHORT-TERM DEBT OF ONCOR AND SUBSIDIARY
22
SELECTED FINANCIAL DATA
23
OUR BUSINESS AND PROPERTIES
25
LEGAL PROCEEDINGS
30
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
31
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
50
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
51
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
52
EXECUTIVE COMPENSATION
60
DIRECTOR COMPENSATION
96
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED EQUITY HOLDER
MATTERS
99
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
103
THE EXCHANGE OFFERS
113
DESCRIPTION OF THE NOTES
122
SUMMARY OF MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
137
SUMMARY OF MATERIAL ERISA CONSIDERATIONS
137
PLAN OF DISTRIBUTION
138
LEGAL MATTERS
139
EXPERTS
139
AVAILABLE INFORMATION
139
SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
139
GLOSSARY
140
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1

Table of Contents
PROSPECTUS SUMMARY
This summary highlights selected information appearing elsewhere in this prospectus. This summary is not complete and does not
contain all of the information that you should consider before participating in the exchange offers. You should carefully read the entire
prospectus, including the section entitled "Risk Factors." See the section entitled "Available Information". Unless the context otherwise
requires or as otherwise indicated, references in this prospectus to "Oncor," "we," "our" and "us" refer to Oncor Electric Delivery
Company LLC and its consolidated subsidiary. References to "EFH Corp." refer to Energy Future Holdings Corp., and/or its subsidiaries,
depending on context. For your convenience, we have also provided a Glossary, beginning on page 140, of selected terms and abbreviations.
Our 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 assets are located
principally in the north-central, eastern and western parts of Texas. This territory has an estimated population in excess of ten million, about
40 percent of the population of Texas, and comprises 91 counties and over 400 incorporated municipalities, including Dallas/Fort Worth and
surrounding suburbs, as well as Waco, Wichita Falls, Odessa, Midland, Tyler and Killeen. We are neither a seller of electricity nor a purchaser
of electricity for resale. We provide transmission services to electricity distribution companies, cooperatives, and municipalities. We provide
distribution services to retail electric providers (REPs), including subsidiaries of Texas Competitive Electric Holdings Company LLC (TCEH),
an indirect subsidiary of EFH Corp., which sell electricity to retail customers. Revenues from TCEH, represented 25% of our total operating
revenues for the year ended December 31, 2014 and 24% of our total operating revenues for the six months ended June 30, 2015. Revenues
from REP subsidiaries of NRG Energy, Inc., a non-affiliated entity, represented 16% of our reported total operating revenues for the year
ended December 31, 2014 and 16% of our total operating revenues for the six months ended June 30, 2015. No other customer represented
more than 10% of our reported total operating revenues.
We operate the largest transmission and distribution system in Texas, delivering electricity to more than 3.3 million homes and
businesses and operating more than 121,000 miles of transmission and distribution lines. Most of our power lines have been constructed over
lands of others pursuant to easements or along public highways, streets and rights-of-way as permitted by law. At June 30, 2015, Oncor had
approximately 3,450 full-time employees, including approximately 650 employees under collective bargaining agreements.
Our transmission and distribution rates are regulated by the Public Utility Commission of Texas (PUCT), certain cities and, in certain
instances, the United States Federal Energy Regulatory Commission (FERC), and are subject to cost-of-service regulation and annual earnings
oversight.
Electricity Transmission
Our electricity transmission business is responsible for the safe and reliable operations of our transmission network and substations.
These responsibilities consist of the construction and maintenance of transmission facilities and substations and the monitoring, controlling and
dispatching of high-voltage electricity over our transmission facilities in coordination with the Electric Reliability Council of Texas (ERCOT),
the independent system operator and the regional coordinator of the various electricity systems within Texas.
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We are a member of ERCOT, and our transmission business actively assists the operations of ERCOT and market participants. Through
our transmission business, we participate with ERCOT and other member utilities to plan, design, construct, upgrade and operate transmission
lines, with regulatory approval, necessary to maintain reliability, interconnect to merchant generation facilities, increase bulk power transfer
capability and minimize limitations and constraints on the ERCOT transmission grid.
Transmission revenues are provided under tariffs approved by either the PUCT or, to a small degree related to an interconnection to
other markets, the FERC. Network transmission revenues compensate us for delivery of electricity over transmission facilities operating at 60
kilovolts (kV) and above. Other services we offer through our transmission business include system impact studies, facilities studies,
transformation service and maintenance of transformer equipment, substations and transmission lines owned by other parties. The Texas Public
Utility Regulatory Act (PURA) allows us to update our transmission rates periodically to reflect changes in invested capital. This "capital
tracker" provision encourages investment in the transmission system to help ensure reliability and efficiency by allowing for timely recovery
of and return on new transmission investments.

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Electricity Distribution
Our electricity distribution business is responsible for the overall safe and efficient operation of distribution facilities, including
electricity delivery, power quality and system reliability. These responsibilities consist of the ownership, management, construction,
maintenance and operation of the distribution system within our certificated service area. Our distribution system receives electricity from the
transmission system through substations and distributes electricity to end-users and wholesale customers through approximately 3,207
distribution feeders.
Our distribution system included over 3.3 million points of delivery at December 31, 2014. Over the past five years, the number of
distribution system points of delivery we serve, excluding lighting sites, grew an average of 1.28% per year, adding approximately 49,100
points of delivery in 2014.
We provide distribution services to approximately 80 REPs (including TXU Energy Retail Company LLC, a subsidiary of TCEH) and
certain electric cooperatives in our certificated service area. The consumers of the electricity we deliver are free to choose their electricity
supplier from REPs who compete for their business.
Requests to recover distribution-related investments are generally included in our rate reviews. However, provisions in existing
legislation also allow us to file, under certain circumstances, up to four rate adjustments between rate reviews in order to recover distribution-
related investments on an interim basis.
Ownership Structure and Ring-Fencing
We are a direct, majority-owned subsidiary of Oncor Electric Delivery Holdings Company LLC (Oncor Holdings), which is a direct,
wholly-owned subsidiary of Electric Future Intermediate Holding Company LLC (EFIH), a direct, wholly-owned subsidiary of EFH Corp.
EFH Corp. is a subsidiary of Texas Energy Future Holdings Limited Partnership (Texas Holdings), which is controlled by Kohlberg Kravis
Roberts & Co. L.P. (KKR), TPG Global, LLC (TPG) and Goldman, Sachs & Co. (Goldman, Sachs & Co. and, together with KKR and TPG,
the Sponsor Group). Oncor Holdings owns 80.03% of our membership interests, Texas Transmission Investment LLC (Texas Transmission)
owns 19.75% of our membership interests and certain members of our management team and board of directors indirectly own the remaining
membership interests through Oncor Management Investment LLC (Investment LLC). We are managed as an integrated business;
consequently, there are no separate reportable business segments.
Our consolidated financial statements include our wholly-owned, bankruptcy-remote financing subsidiary, Oncor Electric Delivery
Transition Bond Company LLC (Bondco), a variable interest entity. This financing subsidiary was organized for the limited purpose of issuing
certain transition bonds in 2003 and 2004. Bondco issued $1.3 billion principal amount of transition bonds to recover generation-related
regulatory asset stranded costs and other qualified costs under an order issued by the PUCT in 2002.
Various "ring-fencing" measures have been taken to enhance the separateness between the Oncor Ring-Fenced Entities and the Texas
Holdings Group, each as defined below, and our credit quality. These measures serve to mitigate our and Oncor Holdings' credit exposure to
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Texas Holdings and its direct and indirect subsidiaries (Texas Holdings Group) and to reduce the risk that our assets and liabilities or those of
Oncor Holdings would be substantively consolidated with the assets and liabilities of the Texas Holdings Group in connection with a
bankruptcy of one or more of those entities, including the EFH Bankruptcy Proceedings discussed below. Such measures include, among other
things: our sale of a 19.75% equity interest to Texas Transmission in November 2008; maintenance of separate books and records for Oncor
Holdings and its direct and indirect subsidiaries (Oncor Ring-Fenced Entities); our board of directors being comprised of a majority of
independent directors; and prohibitions on the Oncor Ring-Fenced Entities providing credit support to, or receiving credit support from, any
member of the Texas Holdings Group. The assets and liabilities of the Oncor Ring-Fenced Entities are separate and distinct from those of the
Texas Holdings Group, including TXU Energy and Luminant, and none of the assets of the Oncor Ring-Fenced Entities are available to satisfy
the debt or contractual obligations of any member of the Texas Holdings Group. We do not bear any liability for debt or contractual
obligations of the Texas Holdings Group, and vice versa. Accordingly, our operations are conducted, and our cash flows are managed,
independently from the Texas Holdings Group.
Neither EFH Corp. nor any of its subsidiaries or affiliates other than Oncor will be obligated on, guarantee, or provide other credit or
funding support for, the Notes.
EFH Corp. Bankruptcy Proceedings
On April 29, 2014 (EFH Petition Date), EFH Corp. and the substantial majority of its direct and indirect subsidiaries that are members of
the Texas Holdings Group, including EFIH, EFCH and TCEH, commenced proceedings under Chapter 11 of

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the US Bankruptcy Code. The Oncor Ring-Fenced Entities are not parties to the EFH Bankruptcy Proceedings. We believe the "ring-fencing"
measures discussed above mitigate our potential exposure to the EFH Bankruptcy Proceedings. See Note 2 to Interim Financial Statements for
a discussion of the potential impacts of the EFH Bankruptcy Proceedings on our financial statements and a discussion of the proposed change
in control of Oncor's indirect majority owner in connection with such proceedings.
The US Bankruptcy Code automatically enjoined, or stayed, us from judicial or administrative proceedings or filing of other actions
against our affiliates or their property to recover, collect or secure our claims arising prior to the EFH Petition Date. Following the EFH
Petition Date, EFH Corp. received approval from the bankruptcy court to pay or otherwise honor certain prepetition obligations generally
designed to stabilize its operations. Included in the approval were the obligations owed to us representing our prepetition electricity delivery
fees. As of the EFH Petition Date, we estimated that our receivables from the Texas Holdings Group totaled approximately $129 million.
Since that time, we have collected $127 million of the prepetition amount. We estimate any potential pre-tax loss resulting from the EFH
Bankruptcy Proceedings to be immaterial. A provision for uncollectible accounts from affiliates had not been established as of June 30, 2015.
Potential Change in Control of Majority Owner or Other Change in Ownership of Oncor
As part of the EFH Bankruptcy Proceedings, on August 10, 2015, EFH Corp. and the other debtors filed with the bankruptcy court a third
amended joint plan of reorganization (as such may be amended from time to time, Plan of Reorganization) and related amended disclosure
statement (as such may be amended from time to time, Disclosure Statement). In general, the Plan of Reorganization proposes a merger and
investment structure that involves a tax-free deconsolidation of TCEH from EFH Corp. and the reorganization of EFH Corp. and EFIH
pursuant to a plan of reorganization backstopped by existing creditors and third party investors. In this regard, the Plan of Reorganization
provides for a series of transactions that would lead to a significant change in the indirect equity ownership of Oncor. Subject to the approval
of the bankruptcy court, acquisition entities (Purchasers) controlled by an investor group consisting of certain unsecured creditors of TCEH and
an affiliate of Hunt Consolidated, Inc. (Hunt), as well as certain other investors designated by Hunt to acquire (EFH Acquisition) reorganized
EFH Corp. (Reorganized EFH), would acquire pursuant to a merger and purchase agreement direct or indirect equity interests in Reorganized
EFH and EFIH that indirectly represent all of the outstanding equity interests in Oncor Holdings and at least 80.03% of the outstanding equity
interests in Oncor.
On August 28, 2015, at the request of and with the consent of EFIH, we and Oncor Holdings entered into a letter agreement with the
Purchasers. The letter agreement sets forth certain rights and obligations of the Oncor entities and the Purchasers to cooperate in the manner
set forth therein with respect to initial steps to be taken in connection with the EFH Acquisition and the other transactions described in the
related merger and purchase agreement.
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The letter agreement is not intended to give either Purchaser, directly or indirectly, the right to control or direct the operations of any
Oncor entity prior to the receipt of all approvals required by the bankruptcy court, the PUCT and other governmental entities and the
consummation of the EFH Acquisition and related transactions (if and when such transactions are consummated). In addition, Oncor Holdings
and Oncor have not endorsed or approved any restructuring involving Oncor Holdings or Oncor or any other transaction proposed by the
Purchasers involving Oncor Holdings or Oncor, and the parties acknowledge that further action will be required by Oncor Holdings and Oncor
in order for any such restructuring or other transaction to be completed.
We cannot predict the outcome of the EFH Bankruptcy Proceedings and the related stakeholder negotiations, including whether the
bankruptcy court will approve the EFH Acquisition and the other transactions contemplated by the Plan of Reorganization or whether any such
transactions will (or when they will) ultimately close because any such transactions would be the subject of customary closing conditions,
including receipt of all applicable regulatory approvals and the requirements of the US Bankruptcy Code or the bankruptcy court.
The EFH Bankruptcy Proceedings are a complex litigation matter and the full extent of potential impacts on Oncor at this time is
unknown. The Plan of Reorganization and the Disclosure Statement are subject to revision in response to creditor claims and objections, the
ultimate outcome of stakeholder negotiations and the requirements of the US Bankruptcy Code or the bankruptcy court. Bankruptcy courts
have broad equitable powers, and as a result, outcomes in bankruptcy proceedings are inherently difficult to predict. As indicated above, the
Plan of Reorganization contemplates transactions that would result in a change in control of Oncor and implicate a regulatory review. In light
of the proposed EFH Acquisition and other proposals in the EFH Bankruptcy Proceedings and the filing of the Plan of Reorganization and
Disclosure Statement, and as contemplated by the letter agreement discussed above, we have made some preliminary preparations for potential
change in control filings. However, we cannot predict the result of any transaction or review. In addition, we will continue to evaluate our
affiliate transactions and contingencies throughout the EFH Bankruptcy Proceedings to determine any risks and resulting impacts on our
results of operations, financial statements and cash flows.

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Notice of Corporate Separateness
Pursuant to commitments made to the PUCT, we and our majority equity investor, EFH Corp, have implemented certain structural and
operational "ring-fencing" measures that are intended to further separate us from EFH Corp and certain of its other subsidiaries. See this
"Prospectus Summary" section and our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 for more information
regarding these "ring-fencing" measures. By your receipt of this prospectus, you acknowledge the receipt of the notice of corporate
separateness given hereby.

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

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The Exchange Offers
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On March 24, 2015, we issued $350,000,000 aggregate principal amount of 2.950% Senior Secured Notes due 2025 (outstanding 2025
notes) and $375,000,000 aggregate principal amount of 3.750% Senior Secured Notes due 2045 (outstanding 2045 notes, and together with the
outstanding 2025 notes, the outstanding notes) in a private offering. The term "2025 exchange notes" refers to the 2.950% Senior Secured
Notes due 2025 and the term "2045 exchange notes" refers to the 3.750% Senior Secured Notes due 2045 each as registered under the
Securities Act that are subject to the exchange offer, and all of which collectively are referred to as the "exchange notes." The term "notes"
collectively refers to the outstanding notes and the exchange notes.

General
In connection with the private offerings of the outstanding notes, we entered into a registration
rights agreement with the initial purchasers in such offerings pursuant to which we agreed, among
other things, to deliver this prospectus to you and to use commercially reasonable efforts to
complete the exchange offers within 315 days after the date of original issuance of the outstanding
notes. You are entitled to exchange in the exchange offers your outstanding notes for the
exchange notes that are identical in all material respects to the outstanding notes except:

· the exchange notes have been registered under the Securities Act;

· the exchange notes are not entitled to any registration rights which are applicable to the
outstanding notes under the registration rights agreement; and

· the additional interest provision of the registration rights agreement is not applicable.
The Exchange Offers
We are offering to exchange:

· $350,000,000 aggregate principal amount of 2.950% Senior Secured Notes due 2025
that have been registered under the Securities Act for any and all of our existing
restricted 2.950% Senior Secured Notes due 2025; and

· $375,000,000 aggregate principal amount of 3.750% Senior Secured Notes due 2045
that have been registered under the Securities Act for any and all of our existing
restricted 3.750% Senior Secured Notes due 2045

You may only exchange outstanding notes in minimum denominations of $2,000 and integral
multiples of $1,000 in excess of $2,000.
Resale
Based on an interpretation by the staff of the SEC set forth in no-action letters issued to third
parties, we believe that the exchange notes issued pursuant to the exchange offers in exchange for
the outstanding notes may be offered for resale, resold and otherwise transferred by you (unless
you are our "affiliate" within the meaning of Rule 405 under the Securities Act) without
compliance with the registration and prospectus delivery provisions of the Securities Act,
provided that:

· you are acquiring the exchange notes in the ordinary course of your business; and

· you have not engaged in, do not intend to engage in, and have no arrangement or
understanding with any person to participate in, a distribution of the exchange notes.

If you are a broker-dealer and receive exchange notes for your own account in exchange for
outstanding notes that you acquired as a result of market-making activities or other trading
activities, you must acknowledge that you will deliver this prospectus in connection with any
resale of the exchange notes and that you are not our affiliate and did not purchase your
outstanding notes from us or any of our affiliates. See "Plan of Distribution."
Any holder of outstanding notes who:

· is our affiliate;

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· does not acquire exchange notes in the ordinary course of its business; or

· tenders its outstanding notes in the exchange offers with the intention to participate, or
for the purpose of participating, in a distribution of exchange notes

cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley & Co.
Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available
May 13, 1988), as interpreted in Shearman & Sterling (available July 2, 1993), or similar no-
action letters and, in the absence of an exemption therefrom, must comply with the registration
and prospectus delivery requirements of the Securities Act in connection with any resale of the
exchange notes.

Our belief that the exchange notes may be offered for resale without compliance with the
registration or prospectus delivery provisions of the Securities Act is based on interpretations of
the SEC for other exchange offers that the SEC expressed in some of its no-action letters to other
issuers in exchange offers like ours. We cannot guarantee that the SEC would make a similar
decision about our exchange offers. If our belief is wrong, or if you cannot truthfully make the
representations mentioned above, and you transfer any exchange note issued to you in the
exchange offers without meeting the registration and prospectus delivery requirements of the
Securities Act, or without an exemption from such requirements, you could incur liability under
the Securities Act. We are not indemnifying you for any such liability.
Expiration Date
The exchange offers will expire at 5:00 p.m., New York City time, on October 22, 2015, unless
extended by us. We do not currently intend to extend the expiration date
Withdrawal
You may withdraw the tender of your outstanding notes at any time prior to the expiration of the
exchange offers. We will return to you any of your outstanding notes that are not accepted for any
reason for exchange, without expense to you, promptly after the expiration or termination of the
exchange offers.
Conditions to the Exchange Offers
Each exchange offer is subject to customary conditions. We reserve the right to waive any
defects, irregularities or conditions to exchange as to particular outstanding notes. See "The
Exchange Offers--Conditions to the Exchange Offers."
Procedures for Tendering Outstanding
If you wish to participate in either of the exchange offers, you must either:
Notes

· complete, sign and date the applicable accompanying letter of transmittal, or a facsimile
of the letter of transmittal, in accordance with the instructions contained in this
prospectus and the letter of transmittal, and mail or deliver such letter of transmittal or
facsimile thereof to the exchange agent at the address set forth on the cover page of the
letter of transmittal; or

· if you hold outstanding notes through the Depository Trust Company (DTC), comply
with DTC's Automated Tender Offer Program procedures described in this prospectus,
by which you will agree to be bound by the letter of transmittal.

By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that,
among other things:

· you are not our "affiliate" within the meaning of Rule 405 under the Securities Act;

· you have no arrangement or understanding with any person to participate in the
distribution of the exchange notes;

· you are not engaged in, and do not intend to engage in, a distribution of the exchange

notes;

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· you are acquiring the exchange notes in the ordinary course of your business;

· if you are a broker-dealer, that you did not purchase your outstanding notes from us or
any of our affiliates; and

· if you are a broker-dealer that will receive exchange notes for your own account in
exchange for outstanding notes that were acquired as a result of market-making
activities, you will deliver a prospectus, as required by law, in connection with any

resale of such exchange notes.
Special Procedures for Beneficial
If you are a beneficial owner of outstanding notes that are registered in the name of a broker,
Owners
dealer, commercial bank, trust company or other nominee, and you wish to tender those
outstanding notes in either of the exchange offers, you should contact the registered holder
promptly and instruct the registered holder to tender those outstanding notes on your behalf. If you
wish to tender on your own behalf, you must, prior to completing and executing the letter of
transmittal and delivering your outstanding notes, either make appropriate arrangements to
register ownership of the outstanding notes in your name or obtain a properly completed bond
power from the registered holder. The transfer of registered ownership may take considerable
time and may not be able to be completed prior to the expiration date.
Guaranteed Delivery Procedures
If you wish to tender your outstanding notes and your outstanding notes are not immediately
available, or you cannot deliver your outstanding notes, the letter of transmittal or any other
required documents, or you cannot comply with the procedures under DTC's Automated Tender
Offer Program for transfer of book-entry interests prior to the expiration date, you must tender
your outstanding notes according to the guaranteed delivery procedures set forth in this
prospectus under "The Exchange Offers--Guaranteed Delivery Procedures."
Effect on Holders of Outstanding Notes
As a result of the making of, and upon acceptance for exchange of all validly tendered outstanding
notes pursuant to the terms of, the exchange offers, we will have fulfilled a covenant under the
registration rights agreement. Accordingly, there will be no increase in the applicable interest rate
on the outstanding notes under the circumstances described in the registration rights agreement. If
you do not tender your outstanding notes in the exchange offers, you will continue to be entitled
to all the rights and limitations applicable to the outstanding notes as set forth in the Indenture (as
defined below), except we will not have any further obligation to you to provide for the exchange
and registration of untendered outstanding notes under the registration rights agreement. To the
extent that outstanding notes are tendered and accepted in the exchange offers, the trading market
for outstanding notes that are not so tendered and accepted could be adversely affected.
Consequences of Failure to Exchange
All untendered outstanding notes will remain outstanding and continue to be subject to the
restrictions on transfer set forth in the outstanding notes and in the Indenture. In general, the
outstanding notes may not be offered or sold unless registered under the Securities Act, except
pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable
state securities laws. Other than in connection with the exchange offers, we do not currently
anticipate that we will register the outstanding notes under the Securities Act.
United States Federal Income Tax
The exchange of outstanding notes in the exchange offers will not be a taxable event for US
Consequences
federal income tax purposes. See "Summary of Material United States Federal Income Tax
Consequences."
Use of Proceeds
We will not receive any proceeds from the issuance of the exchange notes in the exchange offers.
See "Use of Proceeds."

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Exchange Agent
The Bank of New York Mellon Trust Company, N.A. is the exchange agent for the exchange
offers. Any questions and requests for assistance, requests for additional copies of this prospectus
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424B3
or of the letter of transmittal and requests for the notice of guaranteed delivery should be directed
to the exchange agent. The address and telephone number of the exchange agent are set forth in
the section captioned "The Exchange Offers--Exchange Agent."
The Exchange Notes
The summary below describes the principal terms of the exchange notes. Certain of the terms and conditions described below are subject
to important limitations and exceptions. The "Description of the Notes" section of this prospectus contains more detailed descriptions of the
terms and conditions of the outstanding notes and exchange notes. The exchange notes will have terms identical in all material respects to the
respective series of outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions, registration
rights and additional interest for failure to observe certain obligations in the registration rights agreement.

Securities Offered
$725,000,000 aggregate principal amount of exchange notes consisting of:

· $350,000,000 principal amount of 2025 exchange notes; and

· $375,000,000 principal amount of 2045 exchange notes.
Maturity Dates
The exchange notes will mature on the following dates:

· April 1, 2025 for the 2025 exchange notes; and

· April 1, 2045 for the 2045 exchange notes.
Indenture
We will issue the exchange notes under the Indenture, dated as of August 1, 2002, as amended
and supplemented (the "Indenture"), between us and The Bank of New York Mellon Trust
Company, N.A. (as successor to The Bank of New York Mellon, formerly The Bank of New
York), as trustee (the "Trustee").
Interest Rate
The 2025 exchange notes and 2045 exchange notes will bear interest at an annual rate equal to
2.950% and 3.750%, respectively. Interest will be calculated on the basis of a 360-day year
consisting of twelve 30-day months, and with respect to any period less than a full month, on the
basis of the actual number of days elapsed during the period.
Interest Payment Dates
Interest on the exchange notes will accrue from the most recent date to which interest has been
paid, or if no interest has been paid, from and including March 24, 2015. We will pay interest in
US dollars on the exchange notes semi-annually on April 1 and October 1 of each year, beginning
on October 1, 2015.
Ranking
The exchange notes will be senior secured obligations of Oncor and will rank pari passu with our
other secured indebtedness. The exchange notes will be senior in right of payment to all
subordinated indebtedness. At June 30, 2015, we had $5.7 billion principal amount of senior
secured debt outstanding (which does not include $111 million of principal amount attributable to
transition bonds issued by a bankruptcy-remote financing subsidiary of Oncor, which are not
secured by the Collateral (as defined below), and $787 million of short-term debt outstanding
under our revolving credit facility (including $7 million of letters of credit issued thereunder),
which are secured by the Collateral).
Collateral
Our obligations under the exchange notes will be secured by a lien on certain of our transmission
and distribution assets, mortgaged under our deed of trust (as amended, Deed of Trust), dated as
of May 15, 2008, from us to 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
described in the Deed of Trust (Collateral). See "Description of the Notes -- Security."

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Optional Redemption
We may at our option redeem all or part of the exchange notes at the respective "make-whole"
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