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) – May 7, 2018

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 registrant 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

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

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On May 7, 2018, Oncor Electric Delivery Company LLC (the “Company”) issued a press release discussing its financial results for the fiscal quarter ended March 31, 2018. The press release is furnished herewith as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release Issued by the Company on May 7, 2018.

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:	Vice President & Controller

Dated: May 7, 2018

EX-99.1

Exhibit 99.1

NEWS RELEASE

For additional information, contact:

Oncor Communications: 877.426.1616

Oncor Investor Relations: 214.486.4776

ONCOR REPORTS SOLID FIRST QUARTER 2018 RESULTS

• Improved First Quarter Earnings

• Sempra Energy’s Acquisition of Majority Ownership of Oncor Completed

• Oncor Leadership Succession Plan Implemented

• Additional Equity Investment Received From Members

DALLAS (May 7, 2018) — Oncor Electric Delivery Company LLC (“Oncor”) today reported first quarter 2018 net income of $89 million compared with first quarter 2017 net income of $73 million.

Oncor’s first quarter 2018 results included the effects of the rate case settlement (effective November 2017), the Sharyland Asset Exchange and favorable weather, partially offset by costs associated with the Sempra Energy (NYSE: SRE) acquisition. Financial and operational results are provided in Tables A, B, C and D on pages 3-5.

“We are pleased with our solid performance in the first quarter,” said Allen Nye, chief executive of Oncor. “During the quarter, we successfully closed the transaction with Sempra Energy and completed our leadership succession as planned. We look forward to continuing our strong financial and operational performance in 2018 as we continue to deliver our customers the lowest rates of any investor-owned utility in Texas.”

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Operating Highlights

On March 9, after receiving final regulatory approvals, Sempra Energy completed its acquisition of an approximate 80 percent ownership interest in Oncor. With the closing of the Sempra Energy transaction, Oncor now has a financially strong and dynamic majority owner who will partner with Oncor in our efforts to continue to provide the safest, most reliable and affordable electric service to our customers.

Effective with the closing of the Sempra Energy transaction on March 9, Oncor implemented its previously-announced leadership succession plan. Allen Nye, who had been serving as Oncor’s senior vice president and general counsel, became Oncor’s chief executive, succeeding Robert S. Shapard, who became Oncor’s chairman.

In April 2018, Sempra Energy and our other member contributed a total of $144 million in cash proportionate to their equity ownership interests to Oncor. Completion of this additional equity investment satisfies one of the regulatory commitments made by Sempra Energy and Oncor in their change-in-control proceeding.

Sempra Energy Internet Broadcast Today

Sempra Energy (NYSE: SRE) will broadcast a live discussion of its reported results over the Internet today 12 p.m. EDT with senior management of Sempra Energy and Oncor. Access is available at sempra.com. For those unable to obtain access to the live webcast, it will be available on replay a few hours after its conclusion by dialing (888) 203-1112 and entering passcode 1980202.

Oncor’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 will be filed with the U.S. Securities and Exchange Commission after Sempra Energy’s conference call.

***

Headquartered in Dallas, Oncor Electric Delivery Company LLC is a regulated electricity distribution and transmission business that uses superior asset management skills to provide reliable electricity delivery to consumers. Oncor operates the largest distribution and transmission system in Texas, delivering power to more than 3.5 million homes and businesses and operating more than 134,000 miles of transmission and distribution lines in Texas. While Oncor is owned by a limited number of investors (including majority owner, Sempra Energy), Oncor is managed by its Board of Directors, which is comprised of a majority of disinterested directors.

Sempra Energy, based in San Diego, is a Fortune 500 energy services holding company with 2017 revenues of more than $11 billion. Sempra Energy is the utility holding company with the largest U.S. customer base. The Sempra Energy companies’ approximately 20,000 employees serve more than 40 million consumers worldwide.

-END-

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Oncor Electric Delivery Company LLC

Table A - Condensed Statements of Consolidated Net Income ($ millions)

	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
Operating revenues	$	990		$	935
Operating expenses:
Wholesale transmission service		245			231
Operation and maintenance		219			188
Depreciation and amortization		166			195
Provision in lieu of income taxes		33			45
Taxes other than income		125			112
Total operating expenses		788			771
Operating income		202			164
Other income and (deductions) — net		(32	)		(11	)
Nonoperating provision (benefit) in lieu of income taxes		(7	)		(5	)
Interest expense and related charges		88			85
Net income	$	89		$	73

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Oncor Electric Delivery Company LLC

Table B - Condensed Consolidated Balance Sheets ($ millions)

	At March 31, 2018			At December 31, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	36		$	21
Trade accounts receivable — net		587			635
Amounts receivable from members related to income taxes		—			26
Materials and supplies inventories — at average cost		107			91
Prepayments and other current assets		92			88
Total current assets		822			861
Investments and other property		120			113
Property, plant and equipment – net		15,171			14,879
Goodwill		4,064			4,064
Regulatory assets		2,130			2,180
Other noncurrent assets		13			23
Total assets	$	22,320		$	22,120
LIABILITIES AND MEMBERSHIP INTERESTS
Current liabilities:
Short-term borrowings	$	1,075		$	950
Long-term debt due currently		825			550
Trade accounts payable		309			242
Amounts payable to members related to income taxes		32			21
Accrued taxes other than amounts related to income		78			190
Accrued interest		70			83
Other current liabilities		178			188
Total current liabilities		2,567			2,224
Long-term debt, less amounts due currently		5,293			5,567
Liability in lieu of deferred income taxes		1,528			1,517
Regulatory liabilities		2,853			2,807
Employee benefit obligations and other		2,086			2,102
Total liabilities		14,327			14,217
Membership interests :
Capital account—number of interests outstanding 2018 and 2017 – 635,000,000		8,093			8,004
Accumulated other comprehensive loss		(100	)		(101	)
Total membership interests		7,993			7,903
Total liabilities and membership interests	$	22,320		$	22,120

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Oncor Electric Delivery Company LLC

Table C - Condensed Statement of Consolidated Cash Flows ($ millions)

	At March 31, 2018			At March 31, 2017
Cash flows – operating activities:
Net income	$	89		$	73
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		196			207
Provision in lieu of deferred income taxes – net		10			111
Other – net		—			(1	)
Changes in operating assets and liabilities:
Regulatory accounts related to reconcilable tariffs		30			(12	)
Other operating assets and liabilities		10			23
Cash provided by operating activities		335			401
Cash flows — financing activities:
Net increase in short-term borrowings		125			91
Distributions to members		—			(86	)
Cash provided by financing activities		125			5
Cash flows — investing activities:
Capital expenditures		(450	)		(426	)
Other – net		5			5
Cash used in investing activities		(445	)		(421	)
Net change in cash and cash equivalents		15			(15	)
Cash and cash equivalents — beginning balance		21			16
Cash and cash equivalents — ending balance	$	36		$	1

Oncor Electric Delivery Company LLC

Table D – Operating Statistics

	At March 31, 2018		At March 31, 2017
Electric energy volumes (gigawatt-hours):
Residential		10,444		8,489
Other (a)		18,990		16,889
Total electric energy volumes		29,434		25,378
Electricity distribution points of delivery (end of period and in thousands) (b)		3,572		3,450

(a) Includes small business, large commercial and industrial and all other non-residential distribution points of delivery.

(b) Based on number of active meters

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