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) – November 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 November 7, 2018, Oncor Electric Delivery Company LLC (“Oncor”) issued a press release discussing its financial results for the fiscal quarter ended September 30, 2018. The press release is furnished herewith as Exhibit 99.1.

ITEM 7.01. REGULATION FD DISCLOSURE.

On November 7, 2018, Sempra Energy (“Sempra”), the indirect owner of 80.25% of Oncor’s outstanding equity interests, will broadcast a live discussion of its earnings results over the Internet at 12 p.m. EST with senior management of Sempra. Access is available at Sempra’s website, www.sempra.com. An accompanying slide presentation will also be posted at www.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 9587918. The discussion and presentation will make reference to certain information relating to Oncor, including Oncor’s updated projected capital expenditure program. Oncor has updated its previously disclosed capital expenditure plans and now expects its capital expenditures for the years 2019-2023 to total an aggregate of approximately $10.5 billion.

Other than the information specifically pertaining to Oncor that is included in the slide presentation referenced above, the information on Sempra’s website or available by hyperlink from the website shall not be deemed a part of, or incorporated by reference into, this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information presented herein under Item 2.02 and Item 7.01 and set forth in the attached Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and is not to be incorporated by reference into any filing of Oncor under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements relating to Oncor within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties. All statements in this Current Report on Form 8-K, other than statements of historical facts, are forward-looking statements. The factors that could cause actual results to differ materially from these forward-looking statements include those discussed in Oncor’s Annual Report on Form 10-K for the year ended December 31, 2017.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release issued on November 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/ Kevin R. Fease
Name:	Kevin R. Fease
Title:	Vice President and Treasurer

Dated: November 7, 2018

EX-99.1

Exhibit 99.1

NEWS RELEASE

For additional information, contact:

Oncor Communications: 877.426.1616

Oncor Investor Relations: 214.486.6035

ONCOR REPORTS IMPROVED THIRD QUARTER 2018 RESULTS

DALLAS (November 7, 2018) — Oncor Electric Delivery Company LLC (“Oncor”) today reported third quarter 2018 net income of $194 million compared to third quarter 2017 net income of $157 million.

“We are pleased with our financial performance in the third quarter,” said Allen Nye, chief executive of Oncor. “Our solid operational and financial results are another example of the value we deliver for our customers, our shareholders, and the state of Texas.”

Oncor’s net income of $426 million for the nine months ended September 30, 2018 compared favorably to net income of $343 million for the nine months ended September 30, 2017. Financial and operational results are provided in Tables A, B, C and D below.

Operating Highlights

On October 18, 2018 Oncor announced its intent to acquire 100 percent of the equity interests of InfraREIT, Inc. (NYSE: HIFR) (“InfraREIT”), including all the limited-partnership units in its subsidiary, InfraREIT Partners, LP, for approximately $1.275 billion. Sempra Energy (NYSE: SRE), the owner of 80.25% of Oncor’s outstanding membership interests, and certain indirect equity holders of Texas Transmission Investment LLC, the owner of 19.75% of Oncor’s outstanding membership interests, have provided an equity commitment letter for up to $1.330 billion to fund the cash consideration payable by Oncor and the payment of certain fees and expenses relating to the transaction. The transaction also includes InfraREIT’s outstanding debt, which totaled an aggregate of approximately $945 million at September 30, 2018. The transaction is subject to regulatory approvals and the satisfaction of other closing conditions. If all such regulatory approvals are received and closing conditions are satisfied, Oncor expects to close the transaction in mid-2019.

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Sempra Energy Internet Broadcast Today

Sempra Energy will broadcast a live discussion of its earnings results over the Internet today at 12 p.m. EST with senior management of Sempra Energy, which will include discussion of earnings and other information relating to Oncor. Access is available at sempra.com. An accompanying slide presentation will also be posted 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 9587918.

Oncor’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 will be filed with the U.S. Securities and Exchange Commission after Sempra Energy’s conference call.

Oncor Electric Delivery Company LLC

Table A - Condensed Statements of Consolidated Net Income

Three and Nine Months Ended September 30, 2018 and September 30, 2017; $ millions

	Q3 18			Q3 17(a)			YTD 18			YTD 17(a)
Operating revenues	$	1,095		$	1,068		$	3,106		$	2,967
Operating expenses:
Wholesale transmission service		237			230			719			690
Operation and maintenance		214			176			636			529
Depreciation and amortization		169			193			503			581
Provision in lieu of income taxes		54			97			134			209
Taxes other than amounts related to income taxes		128			120			374			340
Total operating expenses		802			816			2,366			2,349
Operating income		293			252			740			618
Other income and (deductions) – net		(13	)		(13	)		(63	)		(35	)
Nonoperating benefit in lieu of income taxes		(3	)		(5	)		(13	)		(17	)
Interest expense and related charges		89			87			264			257
Net income	$	194		$	157		$	426		$	343

(a) As adjusted for the retrospective adoption of ASU 2017-07

Oncor Electric Delivery Company LLC

Table B – Operating Statistics

Three and Nine Months Ended September 30, 2018 and September 30, 2017; mixed measures

	Q3 18		Q3 17		YTD 18		YTD 17
Electric energy volumes (gigawatt-hours):
Residential		14,486		13,750		36,310		32,238
Other (b)		23,677		21,555		63,946		57,534
Total electric energy volumes		38,163		35,305		100,256		89,772
Electricity distribution points of delivery (end of period and in thousands) (c)						3,607		3,483

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

(c) Based on number of active meters

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Oncor Electric Delivery Company LLC

Table C - Condensed Consolidated Balance Sheets

At September 30, 2018 and December 31, 2017; $ millions

	At 9/30/18			At 12/31/17
ASSETS
Current assets:
Cash and cash equivalents	$	1		$	21
Trade accounts receivable – net		688			635
Amounts receivable from members related to income taxes		—			26
Materials and supplies inventories – at average cost		115			91
Prepayments and other current assets		95			88
Total current assets		899			861
Investments and other property		121			113
Property, plant and equipment – net		15,782			14,879
Goodwill		4,064			4,064
Regulatory assets		1,850			2,180
Other noncurrent assets		20			23
Total assets	$	22,736		$	22,120
LIABILITIES AND MEMBERSHIP INTERESTS
Current liabilities:
Short-term borrowings	$	1,099		$	950
Long-term debt due currently		250			550
Trade accounts payable		253			242
Amounts payable to members related to income taxes		32			21
Accrued taxes other than amounts related to income		168			190
Accrued interest		92			83
Other current liabilities		190			188
Total current liabilities		2,084			2,224
Long-term debt, less amounts due currently		5,836			5,567
Liability in lieu of deferred income taxes		1,560			1,517
Regulatory liabilities		2,763			2,807
Employee benefit obligations and other		2,046			2,102
Total liabilities		14,289			14,217
Membership interests :
Capital account — number of interests outstanding 2018 and 2017 – 635,000,000		8,544			8,004
Accumulated other comprehensive loss		(97	)		(101	)
Total membership interests		8,447			7,903
Total liabilities and membership interests	$	22,736		$	22,120

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Oncor Electric Delivery Company LLC

Table D - Condensed Statements of Consolidated Cash Flows

Nine Months Ended September 30, 2018 and September 30, 2017; $ millions

	YTD 18			YTD 17
Cash flows – operating activities:
Net income	$	426		$	343
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		589			618
Provision in lieu of deferred income taxes – net		37			250
Other – net		(1	)		(2	)
Changes in operating assets and liabilities:
Regulatory accounts related to reconcilable tariffs		130			30
Other operating assets and liabilities		(100	)		(189	)
Cash provided by operating activities		1,081			1,050
Cash flows — financing activities:
Issuances of long-term debt		800			600
Repayment of long-term debt		(825	)		(324	)
Change in short-term borrowings		149			128
Capital contributions from members		144			—
Distributions to members		(30	)		(237	)
Debt discount, premium, financing and reacquisition costs		(9	)		(4	)
Cash provided by financing activities		229			163
Cash flows — investing activities:
Capital expenditures		(1,345	)		(1,234	)
Other – net		15			10
Cash used in investing activities		(1,330	)		(1,224	)
Net change in cash and cash equivalents		(20	)		(11	)
Cash and cash equivalents — beginning balance		21			16
Cash and cash equivalents — ending balance	$	1		$	5

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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.

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