Control Number: 50893 Item Number: 9

Control Number: 50893

Item Number: 9

Addendum StartPage: 0 ~<~fFE6*-Ai«

~' RECEIVED ~

AUG 0 7 2020

INDEX TO THE DIRECT TESTIMONY BY--« t OF MICHAEL G. GRABLE, WITNESS FOR ONCOR ELECTRIC DELIVERY COMPANY LLC AND»U«f ONCOR ELECTRIC DELIVERY COMPANY NTU LLC

I. POSITION AND QUALIFICATIONS 2 Il. PURPOSE OF DIRECT TESTIMONY 3 Ill. OVERVIEW OF APPLICATION 4 IV. REQUEST FOR LIMITED WAIVERS AND CLARIFICATION...... 5 A. Unknown Affiliates 6 B. Non-Competitive Affiliates and Employee Reimbursements ...... 12 C. NTU Coverage Under the Oncor Code of Conduct 16 V. CODE OF CONDUCT SAFEGUARDS AND COMMITMENTS...... 17 VI. SUMMARY AND CONCLUSION...... 18 VII. AFFIDAVIT 19 Vlll. EXHIBIT: Exhibit MGG-1 Affiliate Identification and Posting Policy

PUC Docket No. 50893 Grable Direct Oncor Electric Delivery and NTU Code of Conduct Waiver Application -1- -1 -laJ 1 DIRECT TESTIMONY OF MICHAEL G. GRABLE 2 I. POSITION AND QUALIFICATIONS 3 Q. PLEASE STATE YOUR NAME, BUSINESS ADDRESS, AND CURRENT 4 EMPLOYMENT POSITION. 5 A. My name is Michael G. Grable. My business address is 1616 Woodall 6 Rodgers Freeway, Dallas, Texas 75202. I am Vice President, Regulatory 7 Strategy and Chief Compliance and Risk Officer for Oncor Electric Delivery 8 Company, LLC ("Or'Icor" or "Company"). 9 Q. PLEASE DISCUSS YOUR EDUCATIONAL BACKGROUND AND 10 PROFESSIONAL EXPERIENCE. 11 A. I hold a Bachelor's degree from Duke University and a Juris Doctor degree 12 from the College of William and Mary School of Law. I began working for 13 Oncor in 2018 as Vice President, Corporate Development & Strategy and 14 earlierthis yearassumed my current title and responsibilities. Before joining 15 Oncor, I was the President of Lone Star Transmission, LLC ("Lone Star"), a 16 position that I began in April 2010. I served as Vice President, General 17 Counsel, and Corporate Secretary for the Electric Reliability Council of 18 Texas, Inc. ("ERCOT") from January 2008 until April 2010 and as ERCOT's 19 Assistant General Counsel for Regulatory Affairs from October 2006 until 20 January 2008. Before joining ERCOT, l was employed by the Public Utility 21 Commission of Texas ("Commission") as Advisor to then-Commissioner 22 Barry T. Smitherman from May 2004 until September 2006, and as a Senior 23 Attorney in the then-Policy Development Division of the Commission from 24 October 2003 until May 2004. I also worked as an associate attorney on 25 telecommunications and technology regulatory matters at two Washington, 26 D.C. law firms, Crowell & Moring LLP and Harris Wiltshire & Grannis LLP, 27 between 1998 and September 2003, and I served as briefing attorney to 28 Texas Supreme Court Justice Craig Enoch in the 1997-98 court term. 29 Q. WHAT ARE YOUR RESPONSIBILITIES IN YOUR CURRENT POSITION?

PUC Docket No. 50893 Grable Direct Oncor Electric Delivery and NTU Code of Conduct Waiver Application -2- N 1 A. In my current role, in addition to certain regulatory and risk-management 2 activities, my responsibilities as Chief Compliance Officer include ensuring 3 that Oncor understands those laws and regulations applicable to the 4 company and has the processes, systems, and people in place to ensure 5 and track compliance. In addition to this enterprise-wide function, on which 6 I have specific reporting obligations directly to the Audit Committee of the 7 Oncor Board of Directors on a dashed-line basis, I have also assumed 8 specific responsibility for Oncor's compliance with affiliate-company laws 9 and regulations, and the reporting obligations that apply to Oncor and its 10 affiliates. 11 Q. HAVE YOU PREVIOUSLY SUBMITTED TESTIMONY BEFORE THE 12 COMMISSION? 13 A. Yes. I have previously testified in several dockets before the Commission 14 on behalf of Lone Star , including Docket No . 39551 , Application of Lone 15 Star Transmission, LLC for a Limited Waiver with Respect to its Code of 16 Conduct . I also testified in Docket No . 38230 , Application of Lone Star 17 Transmission, LLC for a Certificate of Convenience and Necessity for the 18 Central A to Central C to Sam Switch/Navarro Proposed CREZ 19 Transmission Line , the docket in which , together with a settled portion that 20 was severed into Docket No. 38642 for early resolution, Lone Star was 21 granted a certificate of convenience and necessity to build Lone Star's 22 portion of the competitive renewable energy zone transmission plan. I also 23 testified in Docket No . 40020 , Application of Lone Star Transmission , LLC 24 for Authority to Establish Interim and Final Rates and Tariffs, and \n Docket 25 No . 42469 , Application of Lone Star Transmission, LLC for Authority to 26 Change Rates . Finally , I filed written testimony in Docket Nos . 40798 , 27 41378 , and 41765 , each of which was styled Application of Lone Star 28 Transmission, LLC for Interim Update of its Transmission Rates. 29 Il. PURPOSE OF DIRECT TESTIMONY 30 Q. PLEASE SUMMARIZE THE PURPOSE OF YOUR DIRECT TESTIMONY.

PUC Docket No. 50893 Grable Direct Oncor Electric Delivery and NTU Code of Conduct Waiver Application

-3- 03 03 1 A. The purpose of my direct testimony is as follows: 2 • I provide an overview of the Application,1 including a description of 3 the relief that Oncor and NTU (collectively, "Applicants") are seeking 4 in this docket; 5 • I explain and support Applicants' specific requests for limited waivers 6 of certain of the Commission's code of conduct and affiliate 7 requirements and their request for clarification of NTU's coverage 8 under Oncor's Code of Conduct; and 9 • I reiterate the Oncor Code of Conduct safeguards and commitments 10 described in the Application and this testimony. 11 My direct testimony and exhibit were prepared by me or under my 12 direction, supervision, or control, and is true and correct. I will address each 13 topic in the same order reflected in the above listing. 14 Ill. OVERVIEW OF APPLICATION 15 Q. PLEASE PROVIDE AN OVERVIEW OF THE APPLICATION IN THIS 16 DOCKET. 17 A. Oncor filed the Application in this docket to secure a Commission-approved 18 tailoring of Oncor's Code of Conduct based on Oncor's current, complex, 19 and ring-fenced ownership structure that also respects the intent of the 20 affiliate requirements. These would be Oncor's first Code of Conduct 21 waivers and good cause supports the relief requested in this docket. After 22 the Sempra Acquisition and the Sharyland Acquisition, both of which 23 resulted in changes to Oncor's corporate affiliations, Oncor has been 24 reviewing its practices regarding the investors in Oncor's minority owner, 25 TTI. As further detailed in the Application, TTI is essentially composed of 26 two indirect owners: (1) a private investment group led by OMERS, acting 27 through its infrastructure investment entity OMERS Infra; and (2) GIC, which 28 manages and controls its investment in TTI through GIC Infra. Because of

1 Unless l specify otherwise, the short-hand terms I use herein have the same meaning as defined in the Application. PUC Docket No. 50893 Grable Direct Oncor Electric Delivery and NTU Code of Conduct Waiver Application -4- 1 the far-reaching, diverse global interests held by OMERS and GIC, and the 2 functional separation of their infrastructure investment divisions from the 3 rest of their portfolio of investments, Oncor cannot always be certain of 4 immediate, full compliance with the Commission's affiliate rules. 5 Q. WHAT SPECIFIC RELIEF ARE ONCOR AND NTU SEEKING FROM THE 6 COMMISSION IN THIS DOCKET? 7 A. As I explain below in Section IV of my testimony, Applicants are seeking 8 limited, good-cause waivers from certain portions of the Commission's 9 affiliate reporting and transaction requirements in 16 TAC §§ 25.84 and 10 25.272. Applicants are also requesting clarification that NTU is to be 11 governed by and operate under Oncor's Commission-approved Code of 12 Conduct, which is consistent with the Commission's final order in the 13 Sharyland Acquisition.2 In connection with these requests, I am detailing in 14 this testimony a proposed framework for Oncor's regular, good-faith efforts 15 to identify all new Oncor affiliates resulting from the approximately 9.8% 16 indirect ownership interest that each of GIC and OMERS respectively have 17 in Oncor (see Section IV and my Exhibit MGG-1). In support of Applicants' 18 waiver requests, I also further explain the Code of Conduct safeguards and 19 commitments referenced in the Application that we intend to use as the 20 basis for Commission approval of our requested relief (see Section V). 21 IV. REQUEST FOR LIMITED WAIVERS AND CLARIFICATION 22 Q. WHAT SPECIFIC LIMITED CODE OF CONDUCT WAIVERS AND 23 CLARIFICATION ARE APPLICANTS' REQUESTING? 24 A. As detailed below, Applicants are requesting limited, or narrowly tailored, 25 good-cause waivers from certain affiliate reporting and affiliate transaction 26 requirements of 16 TAC §§ 25.84 and 25.272, as adopted by the 27 Commission under PURA § 39.157. We are also requesting clarification

2 Joint Report and Application of Oncor Electric Delivery Company, LLC, Sharyland Distribution & Transmission Services, L.L.C., Sharyland Utilities, L.P. and Sempra Energy for Regulatory Approvals under PURA §§ 14. 101 , 37 . 154, 39 . 262, and 39. 915, Docket No . 48929 , Order at 30, Ordering Paragraph No. 3 (May 9, 2019). PUC Docket No. 50893 Grable Direct Oncor Electric Delivery and NTU Code of Conduct Waiver Application -5- Crl 1 relating to NTU's governance under Oncor's Code of Conduct. For ease of 2 presentation, we have organized our requests into three subject areas: (1) 3 Unknown Affiliates; (2) Non-Competitive Affiliates and Employee 4 Reimbursements; and (3) NTU Coverage Under the Oncor Code of 5 Conduct. 6 A. Unknown Affiliates 7 Q. PLEASE DESCRIBE THE "UNKNOWN AFFILIATES" WAIVER REQUEST. 8 A. Oncor is requesting limited waivers of the requirements contained in 16 TAC 9 §§ 25.84(d), (e), and (i), and 25.272(d)(6), (e)(2), (f), and (i)(2),3 for all 10 interactions, transactions, and dealings with any affiliates for which Oncor 11 lacks actual knowledge of the affiliate relationship. I will refer to such 12 entities in short-hand as "Unknown Affiliates." 13 Q. WHAT WOULD BE THE RESULT OF THE COMMISSION GRANTING 14 THE UNKNOWN AFFILIATES WAIVERS REQUEST? 15 A. If this request is granted, the result would be that, if there is any entity that 16 is an affiliate of Oncor, but Oncor has no knowledge of the affiliate 17 relationship despite the Company's regular, good-faith efforts to identify 18 such an affiliate, then that entity would qualify as an Unknown Affiliate. As 19 a result, Oncor would be relieved of the affiliate reporting and transaction 20 requirements of the above-listed rules regarding that Unknown Affiliate 21 unless or until that Unknown Affiliate becomes known to Oncor. 22 Q. WHY IS ONCOR SEEKING THESE WAIVERS? 23 A. Oncor is seeking these waivers to better comply with the Commission's 24 affiliate reporting and transaction requirements in the context of the practical 25 realities and complexities of the ring-fenced ownership structure in which 26 the Company is held.

3 16 TAC §§ 25.84(d) (reporting affiliate activities), (e) (filing affiliate contracts), and (i) (posting new affiliates), and 25.272(d)(6) (separating accounts/records), (e)(2) (contracting for competitive affiliates), (f) (safeguarding provision of products/services for competitive affiliates), and (i)(2) (ensuring immediate posting of new affiliates and coverage under the code of conduct). PUC Docket No. 50893 Grable Direct Oncor Electric Delivery and NTU Code of Conduct Waiver Application -6- CD 1 As explained in the Application (at 3-6), unlike the Company's 2 majority owner Sempra-which is a traditional utility holding company with 3 an established affiliate-disclosure process in place-GIC and OMERS are 4 diversified investors with several hundred billion dollars invested in 5 companies throughout the world. Both GIC Infra and OMERS Infra, the 6 divisions that manage the indirect ownership interest in Oncor, are 7 functionally separated from the rest of the groups and deal teams at GIC 8 and OMERS. These functional separations make the identification (much 9 less immediate identification ) of investments of 5 % or more extremely 10 difficult, if not impossible. GIC Infra and OMERS Infra simply do not 11 exercise control over-or have access in the ordinary course of business to 12 information regarding-the full, global range of investments outside of their 13 purview. For example, such remote investments may be made by third- 14 party managers (including investments made by participation as a limited 15 partner in a blind pool investment fund) or by portfolio companies over which 16 GIC Infra or OMERS Infra do not exercise board-level control. 17 Q. PLEASE DEFINE AND DESCRIBE THE REGULAR, GOOD-FAITH 18 EFFORTS THAT ONCOR PROPOSES TO MAKE IN IDENTIFYING NEW 19 AFFILIATES BASED ON GIC AND/OR OMERS OWNERSHIP. 20 A. As evidenced by the policy and process set forth in my Exhibit MGG-1 to 21 this testimony, in order to narrow the potential class of Unknown Affiliates, 22 Oncor is proposing to continue engaging in regular, good-faith efforts to 23 identify affiliates resulting from GIC or OMERS ownership. Specifically, 24 consistent with the Company's now-existing practice, Oncor will monitor 25 GIC and OMERS acquisitions and investments through routine-at least 26 weekly-reviews of their public websites, press releases if any, and other 27 online resources. Based upon this research and monitoring, the Oncor 28 Compliance department will, at least bi-weekly, solicit confirmation from GIC 29 Infra and OMERS Infra of 5% or more ownership by GIC or OMERS, 30 respectively, in entities identified through this process. Oncor is also

PUC Docket No. 50893 Grable Direct Oncor Electric Delivery and NTU Code of Conduct Waiver Application -7- 1 proposing that its triennial compliance audits under 16 TAC §§ 25.272(i)(3) 2 will address the extent of its good-faith efforts to identify such affiliates. 3 Based on this research and confirmation process, plus the 4 Company's own independent verification efforts, if Oncor obtains actual 5 knowledge of an affiliate relationship with an entity, such entity will no longer 6 be an Unknown Affiliate. Oncor would then, therefore, be subject to all 7 applicable affiliate reporting and transaction requirements contained in 16 8 TAC §§ 25.84 and 25.272 regarding the entity. The Company will also 9 timely post conspicuous notice of the affiliate once it acquires actual 10 knowledge of the affiliate relationship. 11 Finally, consistent with 16 TAC §§ 25.272(i)(2), Oncor would file an 12 updated code of conduct and an updated internal compliance plan if 13 identification of the new affiliate required substantive changes to those 14 documents. As described in the Application (at 9 n.22), Oncor is requesting 15 confirmation that a filed update to the Company's Code of Conduct and 16 internal compliance plan would only be required to the extent that the new 17 affiliate relationship actually necessitated a substantive change to those 18 documents. For administrative efficiency and to avoid burdening the 19 Commission with unnecessary filings, Oncor does not keep a running list of 20 affiliates in its Code of Conduct or internal compliance plan but, rather, it 21 files that information with its annual affiliate report submitted under 16 TAC 22 § 25.84(d). Thus, it is likely that most, if not all, newly confirmed affiliates 23 would not require substantive or material changes to the Code of Conduct 24 or internal compliance plan documents. 25 Q. HOW IS ONCOR PROPOSING TO HANDLE POTENTIAL, BUT 26 UNCONFIRMED, COMPETITIVE AFFILIATES BASED ON GIC AND 27 OMERS OWNERSHIP? 28 A. First, Oncor has instructed GIC Infra and OMERS Infra to immediately share 29 with us any confirmed or suspected investments that are made in an entity 30 engaged in the Texas competitive energy market. Second, as part of the

PUC Docket No. 50893 Grable Direct Oncor Electric Delivery and NTU Code of Conduct Waiver Application

-8- 00 00 1 same regular, good-faith efforts at identifying affiliates that I discussed 2 above and is outlined in Exhibit MGG-1 to my testimony, Oncor will not wait 3 for the regular bi-weekly check of potential affiliates, but instead will 4 immediately solicit confirmation from GIC Infra and OMERS Infra of 5% or 5 more ownership by GIC or OMERS, respectively, in such potential 6 competitive affiliates. 7 Q. ARE APPLICANTS SEEKING A WAIVER FOR KNOWN COMPETITIVE 8 AFFILIATES? 9 A. No. In fact, as discussed in the Application (at 5-6), Oncor learned in 2019 10 that OMERS might be connected to an owner and operator of renewable 11 energy assets in several states, including Texas. The Company took 12 proactive steps to confirm with OMERS that OMERS had in fact acquired a 13 5% or more interest in that entity; learned that OMERS also had a similar 14 stake in a second generation entity; and Oncor then identified and posted 15 those entities as competitive affiliates. Oncor also updated its Code of 16 Conduct training for both the onboarding of new employees and for its 17 annual training to raise awareness of the newly identified competitive 18 affiliates. 19 Q. HAS ONCOR ALREADY IMPLEMENTED THE PROCESS DESCRIBED 20 ABOVE? 21 A. Yes. Working with GIC Infra and OMERS Infra, the Company has already 22 successfully implemented the above-described research and confirmation 23 processes and has identified some new non-competitive affiliates. Oncor 24 made the necessary postings for these affiliates and, for the few with which 25 Oncor had transactions in 2019, included the required information for 26 calendar year 2019 interactions in its annual affiliate report filed in Project 27 No. 36867 on June 1, 2020. 28 Q. DO YOU BELIEVE THAT GOOD CAUSE SUPPORTS THE UNKNOWN 29 AFFILIATES WAIVERS? PLEASE EXPLAIN.

PUC Docket No. 50893 Grable Direct Oncor Electric Delivery and NTU Code of Conduct Waiver Application -9- 0 1 A. Yes. Granting these waivers will not undermine the objectives of the 2 Commission's requirements governing affiliate reporting and affiliate 3 transactions. By definition, Oncor is not aware of an affiliate relationship 4 with entities falling into the category of Unknown Affiliates. Therefore, any 5 interactions with Unknown Affiliates would occur on the same terms as they 6 would with unaffiliated third parties. For example, under 16 TAC 7 § 25.272(e)(1)(A), unless otherwise approved by the Commission and 8 except for corporate support services, Applicants are required to make their 9 products and services available to any third-party entity on the same terms 10 and conditions as they are made available to affiliates. We take this 11 requirement seriously, and we also recognize that Oncor would have no 12 incentive to provide beneficial or preferential treatment to an entity that 13 Oncor does not know to be an affiliate. In addition, Oncor will be proactively 14 working to limit the application of this waiver by engaging in the regular, 15 good-faith efforts that I describe above to narrow the class of Unknown 16 Affiliates. 17 Q. DO YOU HAVE ANY OTHER COMMENTS IN SUPPORT OF THE 18 UNKNOWN AFFILIATE WAIVERS? 19 A. Yes. Oncor believes that it is important to keep in mind that the current, 20 complex, and ring-fenced ownership structure in which it is held is materially 21 different than when the code of conduct rules were adopted in 1999 and 22 implemented in the years thereafter during the Commission's 23 implementation of Senate Bill 7 and the functional unbundling of vertically 24 integrated electric utilities. Back then, even after unbundling pursuant to 25 PURA § 39.051, Oncor was part of the consolidated TXU Corp. holding 26 company system in which the real-time or near real-time identification and 27 posting of new affiliates was possible thanks to a business services entity 28 that facilitated that function enterprise-wide. At that time, Oncor's investor- 29 owned utility peers, including CenterPoint, AEP, TNP, and El Paso Electric 30 ("EPE"), were fewer in number and also part of more consolidated utility

PUC Docket No. 50893 Grable Direct Oncor Electric Delivery and NTU Code of Conduct Waiver Application -10- 1 holding companies. The original code of conduct rules were adopted long 2 before new entrants such as ETT (formed from a Berkshire/AEP joint 3 venture), Lone Star, Wind Energy Transmission Texas, LLC ("WETT"),4 and 4 others were formed and long before entities like J.P. Morgan Chase & Co., 5 in EPE's case, acquired ownership interests in Texas utilities. Indeed, in 6 1999, it is unlikely that the Commission could have foreseen a future 7 scenario where Oncor would be required by a stipulation approved by the 8 Commission to be held by minority investment interests that were 9 independent and unaffiliated from Oncor's majority owners.5 In short, the 10 terms of 16 TAC §§ 25.84 and 25.272 were written in an environment of 11 traditional utility holding companies who could be assumed to have 12 immediate knowledge of their parent companies' investments and new 13 subsidiaries. 14 Additionally, while not controlling to this docket, I think it is instructive 15 to consider ERCOT's recent amendment to its definition of an "affiliate" in 16 the ERCOT bylaws regarding ERCOT membership and market segment 17 participation. Effective January 2019, ERCOT's bylaws no longer contain a 18 presumption of control if an entity holds 5% or more of the voting securities 19 of an ERCOT member company. Instead, ERCOT's affiliate definition 20 essentially now contains a rebuttable presumption of "no control" by an 21 owner of equity securities if (1) it owns less than 20% of the outstanding 22 securities, or (2) it owns 20% or more of the securities but they are held as 23 an investment, the holder has no board representation, and the holder does

4 Until recently, WETT has been indirectly owned by Brookfield Asset Management Inc. and the Public Sector Pension Investment Board, a Canadian pension investment manager. WETT's new ultimate owners are AxInfra, an investment fund, and the Teachers Insurance and Annuity Association of America, which is a financial services organization. 5 See Joint Report and Application of Oncor Electric Delivery Company and Texas Energy Future Holdings Limited Partnership Pursuant to PURA § 14. 101 , Docket No . 34077 , Order on Rehearing at 13, Finding of Fact No. 75 (Apr. 24, 2008). PUC Docket No. 50893 Grable Direct Oncor Electric Delivery and NTU Code of Conduct Waiver Application -11- 1 not exercise influence over day-to-day management decisions.6 ERCOT's 2 reasoning, in part, for adopting this change was to address non-controlling 3 investments by a single entity in more than one ERCOT member while still 4 avoiding a concentration of influence or control over ERCOT by multiple 5 members controlled by the same person.7 This change is an 6 acknowledgement of the complexities in affiliate reporting and compliance 7 that have resulted from the more diverse set of entities that are now 8 invested in the utility and energy industry in Texas.8 It is also noteworthy 9 that, under ERCOT's new bylaws, Oncor would have no duties to track 10 entities owned by GIC or OMERS at all. 11 B. Non-Competitive Affiliates and Employee Reimbursements 12 Q. PLEASE DESCRIBE THE WAIVERS REQUESTED REGARDING NON- 13 COMPETITIVE AFFILIATES. 14 A. Oncor is requesting limited waivers of 16 TAC § 25.84(d) and (e) (requiring, 15 respectively, that activities between a utility and its affiliates be reported in 16 the annual Report of Affiliate Activities and that all contracts and 17 agreements with affiliates be provided as attachments thereto) for certain 18 transactions with known affiliates that do not do business in competitive 19 energy-related markets in Texas (i.e., non-competitive affiliates). "Non- 20 competitive affiliates" refer to "affiliates who are not 'competitive affiliates' 21 as that term is defined under PURA § 39.157(i) and [16 TAC §] 25.272(c)

6 See ERCOT Amended and Restated Bylaws, Article 2, part (B), Affiliation Through Control , available athlrpi/ www . ercot . com /about / qovernance ( last visited Aug . 3 , 2020 ) 7 See ERCOT presentation to the Technical Advisory Committee, entitled "Endorsement of Proposed Amendments to ERCOT Articles of Incorporation And Bylaws", Slide 11; Mar. 22, 2018 Technical Advisory Committee Meeting ; Item 10 . ERCOT Reports , available at [h*L#mvw.ercorcorn/content/wcm/key documents lists/138443/10. ERCOT Reports.zip last visited Aug. 3,2020). 8 One of the examples cited by ERCOT in making this change was the large investment company Vanguard Group Inc., which had identified owning more than 5% of the shares of several ERCOT members, including Vistra Energy, Calpine, CenterPoint Energy, NextEra Energy, NRG Energy, Pioneer Natural Resources, and Nucor, among others. Each of these and several other entities and their subsidiaries would have been affiliates of Vistra Energy under the prior ERCOT affiliate definition. PUC Docket No. 50893 Grable Direct Oncor Electric Delivery and NTU Code of Conduct Waiver Application -12- 1 because they do not provide services or sell products in a competitive 2 energy-related market in Texas."9 3 Q. WHAT THRESHOLD IS ONCORPROPOSING FOR PURPOSES OF THIS 4 WAIVER BELOW WHICH IT WOULD BE RELIEVED FROM THE 5 REPORTING REQUIREMENTS OF 16 TAC § 25.84(d) AND (e)? 6 A. Considering Oncor's size, individual transactions of not more than $75,000 7 for any individual non - competitive affiliate should be considered de minimis . 8 This limitation would also apply to a series of related transactions to avoid 9 having a single contract broken down into multiple interrelated transactions 10 that in the aggregate exceed $75,000. We selected this threshold based 11 on the Commission's competitive bidding requirements for contracts 12 between a utility and a competitive affiliate that utilize such a dollar 13 threshold.10 Vendor relationships with non-competitive affiliates below this 14 threshold, where the transactions are for purchases of routine items that are 15 available to the public at the same price and on the same terms, do not 16 threaten the purposes of the Commission's affiliate rules. 17 Q. WHAT ARE SOME EXAMPLES OF TRANSACTIONS THAT WOULD BE 18 EXEMPT AND NOT EXEMPT FROM REPORTING UNDER THIS 19 WAIVER? 20 A. Based upon the wide-ranging kinds of investments by GIC and OMERS, it 21 is difficult to conceive of all of the possible vendor transactions that Oncor 22 might encounter that would implicate this waiver, but one example is a 23 company that owns and operates auto body paint and repair facilities that 24 Oncor has learned is a non-competitive affiliate. This particular affiliate has 25 shops throughout the Oncor service territory. There are 2019 examples of 26 members of the public being in minor accidents with Oncor vehicles, and 27 Oncor paid for the damages directly to the affiliate based on rates that are

9 Application of Lone Star Transmission, LLC for a Limited Code of Conduct Waiver,Docket No. 45011, Order at 1, n.2 (Dec. 4, 2015). 10 See 16 TAC § 25.272(e)(2)(B) PUC Docket No. 50893 Grable Direct Oncor Electric Delivery and NTU Code of Conduct Waiver Application -13- 1 available to the public generally. Oncor did report these transactions in its 2 2019 Report of Affiliate Activities; this waiver would obviate the need for 3 Oncor to document and report such a transaction to the Commission in the 4 future. A 2019 example of a transaction that would not be exempt from 5 reporting under this waiver is an Oncor contract with a software/IT provider 6 (a non-competitive affiliate) for over $75,000. As with the prior example, 7 Oncor reported this transaction in its 2019 Report of Affiliate Activities, and 8 would continue doing so under the waivers, if granted. 9 Q. PLEASE DESCRIBE THE WAIVERS REQUESTED REGARDING 10 EMPLOYEE REIMBURSEMENTS. 11 A. Oncor is also requesting limited waivers of 16 TAC § 25.84(d) and (e) for 12 employee expense reimbursements for transactions with known affiliates. 13 As the Commission found in the Berkshire/ETT docket, requiring ETT to 14 separately identify potentially hundreds of small transactions on the same 15 terms as any member of the public and in the ordinary course of business 16 would result in an "unwieldy, overly complex, and expensive system. "11 17 Q. WHAT IS AN EXAMPLE OF AN EMPLOYEE REIMBURSEMENT THAT 18 WOULD BE COVERED BY THIS REQUESTED WAIVER? 19 A. As a result of an ownership interest by OMERS in the concession company 20 that operates and manages the Chicago Skyway toll bridge, Oncor is an 21 affiliate of that entity. If an Oncor employee were on a business trip to 22 Chicago and incurred a charge on the Skyway, a strict application of the 23 affiliate rules would require the Company to document and report such a 24 transaction. Our proposal, however, is for such minor transactions to be 25 covered by this waiver. Another example that would be covered by this 26 requested waiver, are small purchases made on departmental purchasing 27 credit cards. These purchasing cards or "P Cards," as they are referenced

11 Application of Electric Transmission Texas, LLC for a Certificate of Convenience and Necessity, for Regulatory Approvals, and Initial Rates , Docket No . 33734 , Order on Rehearing at 21, Finding of Fact No. 87 (Dec. 21, 2007). PUC Docket No. 50893 Grable Direct Oncor Electric Delivery and NTU Code of Conduct Waiver Application -14- 1 internally at the Company, are subject to various limits and are used like 2 "petty cash" to make relatively small purchases. Like employee 3 reimbursements, Oncor covers the costs for these cards through payments 4 to the credit card-issuing entity. It would certainly be possible for an 5 employee to make a purchase with a P Card from an affiliate without either 6 the employee specifically, or Oncor generally, knowing it. 7 Q. WOULD IT BE BURDENSOME FOR ONCOR TO COMPLY WITH THE 8 APPLICABLE AFFILIATE RULES WITHOUT THIS EMPLOYEE 9 REIMBURSEMENT WAIVER? 10 A. Yes. These types of reimbursements are for employee transactions made 11 in the ordinary course of business with no intention of subsidizing affiliate 12 activities. Importantly, it is worth noting that it is very often the case that 13 Oncor has no way of determining the exact vendor with whom the employee 14 transacted because payment is actually made to either the credit card- 15 issuing entity, whether a personal card or a P Card, or directly to the 16 employee such that a search of payments would not return the ultimate 17 third-party vendor. 18 Q. DO YOU BELIEVE THAT GOOD CAUSE SUPPORTS THE NON- 19 COMPETITIVE AFFILIATES AND EMPLOYEE REIMBURSEMENT 20 WAIVERS? PLEASE EXPLAIN. 21 A. Yes. Oncor's transactions below the threshold that I discuss above with 22 known affiliates that do not conduct business in competitive energy-related 23 markets in Texas are de minimis and pose no potential for market-power 24 abuses or cross-subsidization. Additionally, the employee reimbursements 25 waivers for expense reimbursements regarding known affiliates will help 26 Oncor avoid the potentially enormous time and expense associated with 27 tracking, recording, and reporting such transactions. Moreover, the 28 Commission's resources will be conserved by avoiding a Commission Staff 29 review of such routine, day-to-day transactions.

PUC Docket No. 50893 Grable Direct Oncor Electric Delivery and NTU Code of Conduct Waiver Application -15- 1 Q. DOES ONCOR EXPECT ANY SAVINGS FROM A DIFFERENT 2 REPORTING BURDEN IF THE COMMISSION GRANTS THE WAIVERS 3 DESCRIBED ABOVE? 4 A. Yes. While it is very difficult to quantify any savings from varying reporting 5 burdens, it is reasonable to assume there will be avoided costs under these 6 waivers versus, for example, the resources necessary to manually work 7 through employee expense reports in search of every possible affiliate 8 transaction. 9 C. NTU Coverage Under the Oncor Code of Conduct 10 Q. PLEASE EXPLAIN THE REQUEST FOR CLARIFICATION OF NTU 11 GOVERNANCE UNDER ONCOR'S CODE OF CONDUCT. 12 A. As described in the Application (at 12), the Commission, as part of its 13 approval of the Sharyland Acquisition, ordered Oncor to, among other 14 things, amend its Code of Conduct to "include [NTU] ...or any new affiliates 15 resulting from the proposed transactions."12 Oncor made that amendment, 16 and the Commission approved it in Docket No. 49521.13 In fact, NTU has 17 been operating under Oncor's Code of Conduct, as amended, and 18 Applicants believe that the Commission's intent in Docket Nos. 48929 and 19 49521 was for there to be one, not two, codes of conduct to govern Oncor 20 and NTU. In an abundance of caution, however, Applicants request that 21 the Commission confirm this point. A singular Code of Conduct for 22 Applicants promotes regulatory efficiency, administrative convenience, 23 avoids confusion, and minimizes any potential record-keeping 24 discrepancies from maintaining multiple sets of documents.14

12 Docket No. 48929, Order at 30, Ordering Paragraph No. 3. 13 Compliance Filing of Oncor Electric Delivery Company LLC and Sharyland Utilities, L. L . C . for Review of Amended Codes of Conduct Resulting from Docket No . 48929 , Docket No . 49521, Order (Sept. 27,2019). 14 As discussed in the Application (at 12), if any requirement may be inferred from 16 TAC § 25.272 for NTU to have a standalone code of conduct separate from Oncor, Applicants request a good-cause exception from such a requirement. PUC Docket No. 50893 Grable Direct Oncor Electric Delivery and NTU Code of Conduct Waiver Application -16- 1 V. CODE OF CONDUCT SAFEGUARDS AND COMMITMENTS 2 Q. WHAT SAFEGUARDS WILL BE IN PLACE AND WHAT COMMITMENTS 3 ARE BEING MADE SHOULD THE COMMISSION GRANT APPLICANTS' 4 CODE OF CONDUCT WAIVERS? 5 A. If the Commission approves the limited waivers as requested, Oncor will file 6 its amended Code of Conduct with the Commission and will make all 7 necessary updates to its internal compliance plan to reflect the 8 amendments. Oncor will also continue to ensure that the safeguards and 9 protections contained in its Code of Conduct, as amended, are maintained 10 and enforced. Oncor's amended Code of Conduct will continue to ensure 11 that its customers are not subsidizing the business activities of affiliates 12 participating in Texas competitive energy-related markets. These 13 safeguards are in addition to the commitments that are detailed in 14 connection with our proposed approach for the waivers that I outlined above 15 in Section IV. 16 Q. ARE THERE OTHER SAFEGUARDS THAT YOU WOULD LIKE TO 17 MENTION WITH REGARD TO CODE OF CONDUCT COMPLIANCE? 18 A. Yes. I have been in the role of Chief Compliance Officer for Oncor since 19 late April. Since that time, I have made my first priority creating an Oncor 20 Compliance department that will enhance Oncor's capabilities to ensure 21 complete and documented compliance with its regulatory obligations, and 22 my first priority has been the affiliate topics that are the subject of the 23 Application in this docket. Oncor is committed to effective, complete 24 compliance on these topics, and I will ensure that we do so. 25 Q. IF THE COMMISSION GRANTS THE LIMITED WAIVERS SOUGHT IN 26 THE APPLICATION AND FURTHER DETAILED HEREIN, PLEASE 27 DEFINE THE REPORTING PERIOD FOR WHICH THE CHANGE IN 28 REPORTING WOULD BEGIN. 29 A. As I discuss above, Oncor has already implemented the good-faith efforts 30 at identifying affiliates and otherwise complying with its existing obligations

PUC Docket No. 50893 Grable Direct Oncor Electric Delivery and NTU Code of Conduct Waiver Application -17- 1 under the rules. If the Commission approves our requests, Oncor will be 2 operating under the changes immediately upon filing of a final order. 3 VI. SUMMARY AND CONCLUSION 4 Q. PLEASE SUMMARIZE YOUR DIRECT TESTIMONY. 5 A. I believe that good cause supports the limited waivers of certain of the 6 Commission's code of conduct and affiliate requirements and the requested 7 clarification of NTU's coverage under Oncor's Code of Conduct as 8 requested in the Application and further detailed in this testimony. As 9 evidenced by my Exhibit MGG-1, Oncor has implemented and documented 10 a reasonable and thorough policy for identifying and posting affiliates based 11 on GIC and/or OMERS ownership and, ultimately, for limiting the potential 12 class of Unknown Affiliates. Additionally, the requested waivers for Non- 13 Competitive Affiliates and Employee Reimbursements will simplify the 14 reporting of day - to - day , de minimis transactions that do not threaten the 15 purposes of the Commission's affiliate rules. Finally, the additional Code of 16 Conduct safeguards and commitments that I describe above also support 17 the Commission granting the relief requested by the Application and 18 detailed herein. 19 Q. DOES THIS CONCLUDE YOUR DIRECT TESTIMONY? 20 A. Yes, it does.

PUC Docket No. 50893 Grable Direct Oncor Electric Delivery and NTU Code of Conduct Waiver Application -18- STATE OF TEXAS § § COUNTY OF DALLAS §

BEFORE ME, the undersigned authonty. on this day personally appeared Michae: G. Grable who. having been placed under oath by me. did depose as lok,ws My name is Michael G Grable I am of legal age and a resident ot the Slale of Texas The foregoing direct testimony and exhibit offered by me are true and correct and the opinions stated therein are. to the best of my knowledge and belief acc,ate true and correct

Michael b Grable

SUBSCRIBED AND SWORN TO BEFORE ME by the said Michael G Grabte this 4- * day of August, 2020

------

Jcni B. Price / .iit,L tj . C'.i-ti (1-.L, N«tr-y P.Jbk.Stm!• , Tel:li 4 Cr•nm b,r-:'-2S-20:2 1Gry Public. State of Texas 6

PUC Docket No. 50893 Grable Direct Oncor Electric Delivery and NTU Code of Conduct Waiver Application

19 - Exhibit MGG-1 Page 1 of 10 €PR ONCOR PRINCIPLES, POLICIES AND PROCEDURES

Title : Affiliate Identification and Posting Policy Responsible Officer : Chief Compliance and Risk Officer Contact : Mike Grable ( 214 ) 486 - 4343 Last Reviewed/Revisited Date: 81612020

General Background This policy is designed to manage Oncor Electric Delivery Company LLC's ("Oncor") compliance with the rules and regulations of the Public Utility Commission of Texas ("PUC") regarding the identification and posting of Oncor's PUC-defined affiliates, as specified in PUC Subst. R. §25.272 and affiliate transactions for Electric Utilities, specified in PUC Subst. R. §25.84. This policy will be modified to conform to the Commission's final order in Docket No. 50893. PUC Subst. R. §25.272(i)(2) provides requirements regarding new affiliates: A utility and a new affiliate are bound by the code of conduct immediately upon creation of the new affiliate. Upon creation of a new affiliate, the utility shall immediately post a conspicuous notice of the new affiliate on its Internet site or other public electronic bulletin board for at least 30 consecutive calendar days. Within 30 days of creation of the new affiliate, the utility shall file an update to its internal code of conduct and compliance plan, including all changes due to the addition of the new affiliate. The utility shall ensure that any interaction with the new affiliate is in compliance with this section. PUC Subst. R. §25.84(i) Annual update of compliance plans: Initial plans for compliance with §25.272 of this title (relating to Code of Conduct for Electric Utilities and Their Affiliates) shall be supplied as a part of the utility's unbundling plan filed pursuant to PURA §39.051. The utility shall post a conspicuous notice of newly created affiliates and file any related updates to the utility's compliance plan on a timely basis pursuant to §25.272(i)(2) of this title. Additionally, the utility shall ensure that its annual Report of Affiliate Activities reflects all approved changes to its compliance plans, including those changes that result from the creation of new affiliates. Purpose / Application Oncor is approximately 80% indirectly owned by Sempra Energy ("Sempra"); slightly under 10% is indirectly owned by each of GIC Private Limited ("GIC") and OMERS Administration Corporation ("OMERS") through their ownership in Texas Transmission Investment LLC. Oncor is managed by its own Board of Directors, with representation from each of these owners but otherwise Oncor operates independently of all three owners. Oncor does not readily have access to its owners' internal or confidential documents regarding the strategies, investments, acquisitions, ownership, or sales in which its owners may be involved. Sempra is

Affiliate Identification and Posting Policy Page 1 of 10 Reviewed/Revised August 6,2020 CONFIDENTIAL - for internal use only 20 -20- Exhibit MGG-1 Page 2 of 10 €PR a traditional utility holding company that operates under a similar ruleset regarding affiliates established by the California utilities commission. Sempra's personnel are trained to understand the reporting requirements for affiliates and its personnel routinely inform Oncor of all relevant new-affiliate information. However, GIC and OMERS are investment firms, not traditional utility holding companies. Oncor has adopted a set of practices and processes to comply with the PUC's rules and regulations and will revise them to comply with the PUC's final order in Docket No. 50893.

Process Control Overview for Oncor Oncor Legal Corporate department, in concert with Oncor's Office of the Corporate Secretary creates all new Oncor legal entities. The Office of the Corporate Secretary will send to Compliance information about any newly created Oncor legal entities. Upon receipt of notification of a newly created entity, Oncor will post conspicuous notice of the entity on Oncor's internet site (www.oncor.com) for at least 30 consecutive calendar days.

Process Control Overview for Sempra

Se-,pea DF+CCESS

* Direct Nobfication / lr-l)[•],nm([o].TK*11 ~ Affl ia re %, >~ End 4 Identificatioc/' : from ty ~ ;£ #44'U,M-2.- Sempra ~ Of ,-M .' d~ P

Sempra regularly sends communication to Oncor regarding Sempra-related affiliates and entities. When we receive correspondence confirming a new Sempra entity, Oncor will post conspicuous notice of the affiliate on its internet site (www.oncor.com) for at least 30 consecutive calendar days and, to the extent the new affiliate relationship necessitates a change to the internal code of conduct and compliance plan, we will file an update to those documents with the PUC to include all changes due to the addition of the new affiliate.

Affiliate Identification and Posting Policy Page 2 of 10 Reviewed/Revised August 6,2020 CONFIDENTIAL - for internal use only 21 - 21 - Exhibit MGG-1 Page 3 of 10 €PR Process Control Overview for GIC and OMERS Oncor has identified two methods to confirm affiliates based on GIC and/or OMERS ownership. The first method is through direct notification and the second method is through active monitoring. First Method: Affiliate Notification and Posting Process

Ar¥ Metricd / [Direct Notincatton Post Affiliate Afliliate ~ ~ from GIC~ information for | Identification OMERS or 30 days U nkno wn / Af~Itate /t /

1 Send brweekjy 90'notific;tteo rec,a est fix Removeposted // come from \ cor*mahon and ,A the affillat@\ non-affiliate No• ~ GIC or / complete confirme~0,3~ \QMERS« ir*xmatjon lo GICOMERS Yes Yes

Send brweekdy Is~e com*te Repost Afliliate with -,~Isthe -*% remest for /information~ corrected < information Nci compete < accurate to ,1.1 information for an ~cR[nple!3« inlormabon b N*eady postey~ additional 30 days GIC.OMERS ihlormatigp'? Yes Yes

The first method of affiliate confirmation is through direct notification of an unknown affiliate. Direct notification is when correspondence is sent by: • GIC/OMERS to Oncor that an affiliate has been created; or • An affiliate to notify Oncor of its affiliation of which Oncor was previously unaware. Upon receipt of such notification from GIC/OMERS or an affiliate stating that an affiliate has been created or exists: 1) We will post conspicuous notice of the affiliate on Oncor's internet site (www.oncor.com) for at least 30 consecutive calendar days and include: a. State of Domicile or Country of Jurisdiction; and b. Business-Formation Data.

2) If the initial notice does not include complete information, we will: a. Post the incomplete affiliate information on Oncor's internet site (www.oncor.com) for at least 30 consecutive days; b. Send a request to GIC/OMERS for complete information; and

Affiliate Identification and Posting Policy Page 3 of 10 Reviewed/Revised August 6,2020 CONFIDENTIAL - for internal use only 22 -22- Exhibit MGG-1 Page 4 of 10 €PR c. Once complete information is received, we will repost the affiliate with complete information for an additional 30 days on Oncor's internet site (www.oncor.com), regardless of how long the initial incomplete posting has been active.

3) If the direct notification came from an affiliate and not GIC/OMERS: a. We will send a request to GIC/OMERS for confirmation of the affiliation, the correctness of the information received, and any additional information necessary for Oncor to have complete information about the affiliate; b. If the affiliation is confirmed by GIC/OMERS, but with either different or additional (complete) information, we will repost the affiliate with corrected information for an additional 30 days on Oncor's internet site www. oncor.com; and c. If GIC/OMERS does not confirm the affiliation, we will follow the Non- Affiliate Standard section of this policy and remove the posted non-affiliate from its internet site www.oncor.com. To the extent the newly confirmed affiliate relationship necessitates a change to the internal code of conduct and compliance plan, Oncor will file an update to those documents with the PUC to include all changes due to the addition of the new affiliate. Any confidential information obtained through an owner in this method will not be shared with other owners.

Affiliate Identification and Posting Policy Page 4 of 10 Reviewed/Revised August 6,2020 CONFIDENTIAL - for internal use only 23 -23- Exhibit MGG-1 Page 5 of 10 €PR Second Method: Affiliate Search and Posting Process The second method of identification is through active monitoring by Oncor Compliance personnel of GIC and OMERS directly-owned websites, and reasonably available public information regarding investments and affiliates created by GIC or OMERS. This method reflects that GIC and OMERS are both multifaceted, global investment organizations with multiple classified strategies and investments, but even with respect to public investments that they make, neither Oncor nor the GIC and OMERS personnel who work with Oncor are certain to be informed of such instances. Therefore, these searches will ensure that all reasonably available public information about potential affiliates is researched and reviewed. Oncor Research and Confirmation Process The Oncor Compliance department conducts weekly searches of English-based websites for GIC and OMERS pertaining to the creation or investment, purchases or deals, for possible new affiliates. Two screens are relevant to information that is found: whether it is reliable , and whether it is comp / ete . If the found information is deemed as reliable , Oncor will post the relevant information as outlined in § 25 . 272 ( i )( 2 ); this applies regardless of whether it is complete. The relative quality and reliability of the search results impact whether a potential affiliate can be deemed confirmed and posted immediately or requires follow-up: Reliable, post immediately on www.oncor.com: • Affiliate information discovered on GIC or OMERS directly-owned website, or • Potential affiliate Information discovered on the potential affiliate's own website (e.g., Company Z mentions GIC ownership on Company Z website). Requiring follow-up with GIC/OMERS: • News Sites: Reuters, Wall Street Journal, The Business Times; • Google searches to non-news sites; and • Financial analyst reports. Completeness Standard Information will be deemed comp/ete if the following is available from a reliable source: • Affiliate Legal Name; • State of Domicile or Country of Jurisdiction; • Formation Date; and • Confirmation that ownership meets the 5% threshold.

Affiliate Identification and Posting Policy Page 5 of 10 Reviewed/Revised August 6,2020 CONFIDENTIAL - for internal use only 24 -24- Exhibit MGG-1 Page 6 of 10 €PR The process for potential affiliates outlines how the determination for posting is made:

Weekly I Second Method Search A AW

Potential Afhl,af is identified throug h internet research

/Is it a . / Potential \ See Com petitive -No < ) Yes-• lCompetitive/ AMIat Method \¢ ff iIi ate3/

. ' Send b,weekly Vywt on posting request for ~ Potenu Alfikate ~'the potektal conf,rmation and Do not post Information > No *1 unti conirmatlon · Affiliate >--No. • complete Non-confirmed »liable?/ ~ from GIC/ ~dmed?/ Atftliate OMERS information ID , 1/ GIC/OMERS

Yes Yes

p=#aae. - Send bweekly ~Iglhe com plae ' '' Is the ' < request for ~/ information information > No-I~i~i,~I • complete h Yes i~ End I \accurate to already, ' j .yomplete?. ~ information b po*~ informat,6n ? * ~T~3~. GIC/OMERS

Repost Amliate with I *'U"i,U"/J,E corrected I ~onnat,0f1 fo 30 information for an days additional 30 days

1) If affiliate information is found on a reliable site (GIC, OMERS, Affiliate), and the information is complete, we will post the affiliate information for a 30 consecutive days on www.oncor.com.

2) If the affiliate information is found on a reliable site (GIC, OMERS, Affiliate), but is incomplete (e.g., lacks Business-Formation information):

Affiliate Identification and Posting Policy Page 6 of 10 Reviewed/Revised August 6,2020 CONFIDENTIAL - for internal use only 25 -25- Exhibit MGG-1 Page 7 of 10 €PR a. We will post the affiliate information for a 30 consecutive days on www.oncor.com regardless if the information is complete; b. A request will be sent to GIC/OMERS for any needed additional information; c. Upon receiving the complete information, we will adjust the affiliate posting, and if any changes or additions to the information have been confirmed, we will repost the affiliate information with complete information for an additional 30 consecutive days; and d. After reposting, we will remove the previous incomplete posting.

3) If the potential affiliate information is found on a less reliable website (Google web search, news article, etc.): a. We will wait on posting a non-confirmed potential affiliate; b. A request will be sent to GIC/OMERS for confirmation of affiliation and complete information; c. Upon receiving confirmation and complete information, we will post confirmed affiliate information for 30 consecutive days on Oncor's internet site (www.oncor.com); and d. Upon receiving a GIC or OMERS response that informs Oncor that affiliation is not confirmed, we will not post the non-confirmed affiliate information. The request for confirmation and complete information is to be sent out on a biweekly basis, with a secondary request for confirmation sent out no more than five business days after the first request to the extent Oncor has not received a response to its first request. However, see below for an exception with respect to potential competitive affiliates.

Affiliate Identification and Posting Policy Page 7 of 10 Reviewed/Revised August 6,2020 CONFIDENTIAL - for internal use only 26 -26- Exhibit MGG-1 Page 8 of 10 €PR Reporting Request Structure, Potential Competitive Affiliates

/Is it a~ Watt on posbng ,/isth€ Post Affiliate Potental / Potential ~ Affiliate / Potential \ information TO ~ tnforrnabon Yes •~ ~ Competitive / until I< ~ Affiliate / days XA ffiliate'2/ confirmation trom Bffirms#'> GIC/OMERS

Yes No No ' Do riot post SaM :e ·west Non - confirmed fior v * dabon to ~ Is the ~ Amliate , GIC /C UERS •< information ~ * End i as qu

• No No Post Competitive Aflhak info,matton Yes foc 30 days /Is the\ /Is the\ / Potential \ R\~ regardless if Yes '<~lnformatio \ Affiliate / ~ accurate / information is bQQftrmei'4 complete dhd postpdb

If we identify what appears to be a potential competitive affiliate, request for confirmation shall be sent as quickly as is possible. If we can independently validate with reliable information a competitive affiliation though the research and confirmation process listed above, we will immediately post on its internet site (www.oncor.com), without GIC/OMERS confirmation, for a 30-day period. Upon returned correspondence and confirmation from GIC/OMERS of affiliation, we will adjust its posting and follow the above outlined procedure. If we cannot independently validate with reliable information a potential competitive affiliate, we will wait for confirmation from GIC and OMERS before posting. Non-Affiliate Standard When we receives notice that the entity in question is either not an affiliate or that GIC or OMERS cannot confirm the potential affiliation , we will internally track it as a non - affiliate . \f correspondence is received from Sempra / GIC / OMERS that an entity that was posted on the Oncor website is a non-affiliate, we will remove the posting from its website.

Affiliate Identification and Posting Policy Page 8 of 10 Reviewed/Revised August 6,2020 CONFIDENTIAL - for internal use only 27 - 27 - Exhibit MGG-1 Page 9 of 10 €PR Oncor Posting Requirements We will conspicuously post the following information pertaining to affiliates on the Oncor website:

• Affiliate Legal Name; • Business Type and the State of Domicile or Country of Origin; and • Date Posted. Internally, we will track the following: • Affiliate Legal Name; • State of Domicile or Country of Jurisdiction; • Association to Oncor (Oncor, Sempra, GIC, OMERS, TTI, etc.); • Receive Notice/Discovery Date; • Confirmation/Verification Date; • Post Date; • Post Modification Date (if any); and • Date Removed. Potential Competitive Affiliate Records Corresponding with the identification of a potential competitive affiliate, Compliance will report to Accounting and Legal the identification of a potential competitive affiliate in line with the immediate request to GIC/OMERS for verification. Oncor will maintain contemporaneous written record of all transactions with the potential competitive affiliate and follow all mandates in in PUC Subst. R. §25.272(e)(2) throughout identification and confirmation process. Oncor will continue to maintain a contemporaneous written record of a potential competitive affiliate, and continue to follow all mandates under PUC Subst. R. §25.272(e)(2), until we receive correspondence indicating non-affiliation or that the affiliate is not a competitive affiliate. Employee Onboarding Training and Annual Training As it is important that all Oncor personnel understand the structure of the Oncor affiliate model, the Oncor Compliance department will continually evaluate whether newly identified affiliates, particularly competitive affiliates or significant vendor affiliates, require changes to the Oncor employee onboarding training material for new employees or the Oncor annual training material for all employees. Affiliate Removal Process When informed by Sempra, GIC, or OMERS that an affiliate relationship has been eliminated, whether by sale of the entity or termination of its operations, Oncor Compliance will remove that affiliate from its list of known affiliates. However, it is possible that GIC and OMERS can both own stakes in the same company, and we will

Affiliate Identification and Posting Policy Page 9 of 10 Reviewed/Revised August 6,2020 CONFIDENTIAL - for internal use only 28 - 28 - Exhibit MGG-1 Page 10 of 10 €PR not remove the affiliate if any of Sempra, GIC, or OMERS continues to own 5% or more of the affiliate. Documentation

Documentation confirming all posting information and dates, all modified posting information and dates, and all posting removal information and dates will be maintained by Oncor Compliance personnel for inclusion in the evidence provided for the external triennial audit pursuant to PUC rule. Along with this evidence, Oncor will also maintain a list of all removed affiliates, the basis for removal (e.g., email from GIC counsel), and the date of removal.

REVISION HISTORY

August 6,2020 Date of initial adoption. Policy reviewed by policy owner and effective August 6,2020.

Affiliate Identification and Posting Policy Page 10 of 10 Reviewed/Revised August 6,2020 CONFIDENTIAL - for internal use only 29 -29-