8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported) – August 2, 2013

ONCOR ELECTRIC DELIVERY COMPANY LLC

(Exact name of registrant as specified in its charter)

DELAWARE	333-100240	75-2967830
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1616 Woodall Rodgers Fwy, Dallas, Texas 75202

(Address of principal executive offices, including zip code)

Registrants’ telephone number, including Area Code – (214) 486-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On August 2, 2013, Oncor Electric Delivery Company LLC (the “Company”) distributed a slide presentation entitled “Second Quarter 2013 Investor Call” relating to the conference call discussing its financial results for the quarter ended June 30, 2013. The slide presentation is furnished herewith as Exhibit 99.1.

Within the slide presentation furnished herewith, the Company makes reference to certain financial measures that are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Specifically, the Company makes reference to EBITDA, a non-GAAP financial measure. EBITDA is defined as income from continuing operations before interest expense and related charges and provision in lieu of income tax plus depreciation and amortization and special items. The Company is providing such non-GAAP financial measure with the belief that it will assist the investment community in properly assessing the underlying performance of the Company on a year-over-year basis. The Company does not intend for EBITDA to be an alternative to net income as a measure of operating performance or an alternative to cash flows from operating activities as a measure of liquidity or an alternative to any other measure of financial performance presented in accordance with GAAP. Because not all companies use identical calculations, the Company’s presentation of EBITDA may not be comparable to similarly titled measures of other companies. In addition, the Company makes reference to EBITDA, net income, operating revenues, operating cash flow, total debt and interest expense, in each case excluding the effects of Oncor Electric Delivery Transition Bond Company LLC (“BondCo”) and purchase accounting resulting from the merger transaction of Energy Future Holdings Corp., the indirect majority owner of the Company. The Company believes that excluding the effects of BondCo and purchase accounting provides investors an important ability to assess the performance of the Company because BondCo was organized for the limited purpose of issuing securitization (transition) bonds to recover generation-related regulatory asset stranded costs and other qualified costs and the effects of purchase accounting result in non-cash impacts that do not relate to operational performance. The Company’s references to twelve months ended EBITDA also excludes the impact of the Company’s acceptance for early exercise of all stock appreciation rights (SARs) issued under the Company’s management and director SARs plans. The Company believes exclusion of the SARs exercise from this calculation provides investors an important ability to assess the performance of the Company because such exercise was a one-time occurrence. Net income for the quarter also includes an adjustment relating to the settlement of an IRS tax audit for the 1997-2002 tax years. As this event was a one-time occurrence, the Company believes such an adjustment is necessary to assess the Company’s performance.

With respect to the non-GAAP financial measures presented in the slide presentation, the Company has complied with the provisions of the rules of Regulation G and Item 2.02 of Form 8-K under the Securities Exchange Act of 1934, including providing a reconciliation of each non-GAAP financial measure discussed above to the most directly comparable GAAP measure. Such reconciliations are included in the slide presentation.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Description
99.1	Slide presentation distributed by the Company on August 2, 2013.

SIGNATURE

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

ONCOR ELECTRIC DELIVERY COMPANY LLC
By:	/s/ Richard C. Hays
Name:	Richard C. Hays
Title:	Controller

Dated: August 2, 2013

EXHIBIT INDEX

Exhibit No.	Description
99.1	Slide presentation distributed by the Company on August 2, 2013.

EX-99.1

Exhibit 99.1

Exhibit 99.1

Second Quarter 2013 Investor Call

August 2, 2013

Oncor Electric Delivery

Forward Looking Statements

This presentation contains forward-looking statements, which are subject to various risks and uncertainties. Discussion of risks and uncertainties that could cause actual results to differ materially from management’s current projections, forecasts, estimates and expectations is contained in filings made by Oncor Electric Delivery Company LLC (Oncor) with the Securities and Exchange Commission (SEC). Specifically, Oncor makes reference to the section entitled “Risk Factors” in its annual and quarterly reports. In addition to the risks and uncertainties set forth in Oncor’s SEC filings, the forward-looking statements in this presentation could be affected by, among other things: prevailing governmental policies and regulatory actions; legal and administrative proceedings and settlements, including the exercise of equitable powers by courts; weather conditions and other natural phenomena; effects of a bankruptcy or other restructuring transactions, and negotiations relating thereto, involving Texas Energy Future Holdings Limited Partnership and its direct and indirect subsidiaries; acts of sabotage, wars or terrorist or cyber security threats or activities; economic conditions, including the impact of a recessionary environment; unanticipated population growth or decline, or changes in market demand and demographic patterns; changes in business strategy, development plans or vendor relationships; unanticipated changes in interest rates or rates of inflation; unanticipated changes in operating expenses, liquidity needs and capital expenditures; inability of various counterparties to meet their financial obligations to Oncor, including failure of counterparties to perform under agreements; general industry trends; hazards customary to the industry and the possibility that Oncor may not have adequate insurance to cover losses resulting from such hazards; changes in technology used by and services offered by Oncor; significant changes in Oncor’s relationship with its employees; changes in assumptions used to estimate costs of providing employee benefits, including pension and other post-retirement employee benefits, and future funding requirements related thereto; significant changes in critical accounting policies material to Oncor; commercial bank and financial market conditions, access to capital, the cost of such capital, and the results of financing and refinancing efforts, including availability of funds in the capital markets and the potential impact of disruptions in US credit markets; circumstances which may contribute to future impairment of goodwill, intangible or other long-lived assets; financial restrictions under Oncor’s revolving credit facility and indentures governing its debt instruments; Oncor’s ability to generate sufficient cash flow to make interest payments on its debt instruments; actions by credit rating agencies; and Oncor’s ability to effectively execute its operational strategy. Any forward-looking statement speaks only as of the date on which it is made, and Oncor undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events.

Regulation G

This presentation includes certain non-GAAP financial measures. A reconciliation of these measures to the most directly comparable GAAP measures is included in this presentation, which is available on Oncor’s website, www.oncor.com, in the Investor section, and also filed with the SEC.

Oncor Electric Delivery

1

2nd Quarter 2013 Investor Call Agenda

Financial Overview David Davis

Chief Financial Officer

Operational Review Bob Shapard Chairman and CEO

Q&A

Oncor Electric Delivery

2

Residential Volumes

Residential Points of Delivery

Q21 ‘12 vs. Q2 ‘13; thousands of meters

1.2% 2,742 2,775

At 6/30/2012 At 6/30/2013

Residential GWH, Actual

Q2 ‘12 vs. Q2 ’13 and YTD ‘12 vs. YTD ‘13

18,019 18,001

9,146

8,546

6.6%

Q2 ‘12 Q2 ‘13 YTD ‘12 YTD ‘13

Avg KWH/Residential Premise, Weather Adj Q2 ‘12 vs. Q2 ’13 and YTD ‘12 vs. YTD ‘132

6,611 6,615

3,104 3,048

1.8%

Q2 ‘12 Q2 ‘13 YTD ‘12 YTD ‘13

Residential GWH, Weather Adj

Q2 ‘12 vs. Q2 ’13 and YTD ‘12 vs. YTD ‘13

18,298 1.2% 18,077

8,502 8,448

0.6%

Q2 ‘12 Q2 ‘13 YTD ‘12 YTD ‘13

3

1 Three months ended June 30.

2 YTD = six months ended June 30.

Oncor Electric Delivery

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Large C&I1 Demand and Volumes

Large C&I Billed MW Demand Large C&I Actual MW Demand Q22 ‘12 vs. Q2 ‘13 1.8% Q2 ‘12 vs. Q2 ‘13

0.9%

16,698 17,004 16,040 15,898

Q2 ‘12 Q2 ‘13 Q2 ‘12 Q2 ‘13

Large C&I GWH, Actual Large C&I GWH, Weather Adj Q2 ‘12 vs. Q2 ‘13 Q2 ‘12 vs. Q2 ‘13

0.9%

16,992 16,733 16,642 16,793

1.5%

1 Commercial & Industrial

2 Three months ended June 30.

Oncor Electric Delivery

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Summary of Financial Results1

Adjusted Operating Revenues Adjusted Net Income

Q22 ‘12 vs. Q2 ‘13; $ millions Q2 ‘12 vs. Q2 ‘13; $ millions

3.7%

792 821 104

13.5%

[Graphic Appears Here]

Q2 ‘12 Q2 ‘13 Q2 ‘12 Q2 ‘13

Adjusted Operating Cash Flow Adjusted EBITDA

Q2 ‘12 vs. Q2 ‘13; $ millions Q2 ‘12 vs. Q2 ’13 and TME2 6/30/12 vs. TME 6/30/13; $ millions 3.2%

1,630 1,682 283 283

435 425

2.3%

Q2 ‘12 Q2 ‘13 Q2 ‘12 Q2 ‘13 TME 6/30/12 TME 6/30/13

1 See Appendix for Reg G reconciliations and definitions of adjusted financial metrics.

2 Unless otherwise indicated, Q2 reflects three months ended June 30 and TME reflects twelve months ended June 30.

Oncor Electric Delivery

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Ample Liquidity And Stable Credit Metrics

Secured Revolving Credit Facility1

Balances at June 30, 2013; $ millions

2,400 966

1,434 12 1,446

Revolver Capacity Borrowings and Letters Effective Remaining Cash Total Available Liquidity of Credit Capacity

Adjusted EBITDA2/Cash Interest Debt/Adjusted EBITDA

TME3 6/30/12 vs. TME 6/30/13; Ratio TME 6/30/12 vs. TME 6/30/13; Ratio

5.0x

4.8x 3.7x 3.7x

TME 6/30/12 TME 6/30/13 TME 6/30/12 TME 6/30/13

1 Oncor’s $2.4 billion revolving credit facility matures in 2016.

2 See Appendix for Reg G reconciliation and definition.

3 TME – Twelve Months Ended

Oncor Electric Delivery

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2nd Quarter 2013 Investor Call Agenda

Financial Overview David Davis

Chief Financial Officer

Operational Review Bob Shapard Chairman and CEO

Q&A

Oncor Electric Delivery

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Appendix -

Regulation G Reconciliations and Supplemental Data

Oncor Electric Delivery

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Financial Definitions

Measure Definition

Adjusted Operating Revenues Oncor operating revenues, less operating revenues of Oncor Electric Delivery (non-GAAP) Transition Bond Company LLC (BondCo) Adjusted Net Income Oncor net income, less effects of purchase accounting, a tax audit settlement (non-GAAP) and net income of BondCo Adjusted Operating Cash Flow Oncor cash provided by operating activities, less BondCo cash provided by (non-GAAP) operating activities

Debt (non-GAAP) Oncor total debt, less transition bonds of BondCo

Oncor long-term debt (including current portion), plus bank loans and

Total Debt (GAAP) commercial paper

Income from continuing operations before interest expense and related charges and provisions in lieu of income tax, plus depreciation and amortization and special items. Also adjusted for the effect of the SARs exercise, where applicable. EBITDA is a measure used by Oncor to assess

Adjusted EBITDA (non-GAAP) performance.

Total debt less transition bonds divided by EBITDA. Transition, or securitization, bonds are serviced by a regulatory transition charge on wires Debt/Adjusted EBITDA rates and are therefore excluded from debt in credit reviews. Debt / EBITDA is (non-GAAP) a measure used by Oncor to assess credit quality.

Adjusted EBITDA/Cash Interest EBITDA divided by cash interest expense is a measure used by Oncor to (non-GAAP) assess credit quality.

Oncor Electric Delivery

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Table 1: Oncor Adjusted Operating Revenues Reconciliation

Three Months Ended June 30, ‘12 and ‘13 $ millions

Q2 ‘12 Q2 ‘13

Operating revenues – Oncor 828 857 Adjustments: Operating revenues – BondCo (36) (36) Adjusted operating revenues, excluding BondCo 792 821

Oncor Electric Delivery

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Table 2: Oncor Adjusted Net Income Reconciliation

Three Months Ended June 30, ‘12 and ‘13 $ millions

Q2 ‘12 Q2 ‘13

Net income – Oncor 107 96

Adjustments: Effects of purchase accounting (after tax) (3) (3)

Bondco net income —

Tax audit settlement (after tax)—(3)

Adjusted net income, excluding BondCo 104 90

Oncor Electric Delivery

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Table 3: Oncor Adjusted Operating Cash Flow Reconciliation

Three Months Ended June 30, ‘12 and ‘13 $ millions

Q2 ‘12 Q2 ’13

Operating cash flow – Oncor 305 308 Adjustments: Operating cash flow – BondCo (22) (25) Adjusted operating cash flow, excluding BondCo 283 283

Oncor Electric Delivery

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Table 4: Oncor Adjusted EBITDA Reconciliation

Three Months Ended June 30, ‘12 and ‘13 $ millions

Q2 ‘12 Q2 ‘13

Net income – Oncor 107 96 Plus: Depreciation & amortization – Oncor 192 202 Provision in lieu of income taxes – Oncor 72 58 Interest expense – Oncor 92 95 Equals: EBITDA – Oncor 463 451 Adjustments: Net income – BondCo —Depreciation & amortization – BondCo (29) (30) Interest expense – BondCo (7) (5) Effects of fair value accounting (pre tax) (6) (4) Regulatory asset amortization in O&M expense 14 13 Oncor Adjusted EBITDA, excluding BondCo 435 425

Oncor Electric Delivery

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Table 5: Oncor Adjusted EBITDA Reconciliation

Twelve Months Ended June 30, ‘12 and ‘13 $ millions

TME ‘12 TME ‘13

Net income – Oncor 392 350 Plus: Depreciation & amortization – Oncor 745 796 Provision in lieu of income taxes – Oncor 252 210 Interest expense – Oncor 365 380 Equals: EBITDA – Oncor 1,754 1,736 Adjustments: Net income – BondCo —Depreciation & amortization – BondCo (117) (121) Interest expense – BondCo (29) (23) Effects of fair value accounting (pre tax) (26) (20) SARs exercise (pre-tax)—57 Regulatory asset amortization in O&M expense 48 53 Oncor Adjusted EBITDA, excluding BondCo 1,630 1,682

Oncor Electric Delivery

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Table 6: Oncor Total Debt Reconciliation

At June 30, ‘12 and ‘13 $ millions

‘12 ‘13

Short-term debt- Oncor 935 960 Long-term debt due currently – Oncor 121 128 Long-term debt, less due currently – Oncor 5,460 5,444 Total debt – Oncor, including BondCo 6,516 6,532 Adjustments: Long-term debt due currently – BondCo (121) (128)

Long-term debt, less due currently – BondCo (374) (246) Fair value adjustment – BondCo 2 1 Total Oncor debt, excluding BondCo 6,023 6,159

Oncor Electric Delivery

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Table 7: Oncor Interest And Debt Coverages

Twelve Months Ended June 30, ‘12 and ‘13 $ millions

Interest expense and related charges – Oncor Amortization of debt fair value discount – Oncor Amortization of debt discount – Oncor AFUDC – Oncor Cash interest expense – Oncor Less: Interest expense – BondCo

Cash interest expense, excluding BondCo

TME ‘12 TME ‘13 Ref Source

365 380

—(4) (30)

7 11 368 361 (29) (23)

339 338 A

EBITDA, excluding BondCo

Total debt, excluding BondCo

EBITDA/cash interest – ratio (B / A)

Debt/EBITDA – ratio (C / B)

1,630 1,682 B Table 5

6,023 6,159 C Table 6

4.8x 5.0x

3.7x 3.7x

Oncor Electric Delivery

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